REGISTERED NUMBER: 11366213 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CL UK RE 2 LTD

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Investments

4

2,233,933

2,233,933

CURRENT ASSETS

Debtors

5

468,138

1,652,815

CREDITORS

Amounts falling due within one year

6

(577,285

)

(1,773,621

)

NET CURRENT LIABILITIES

(109,147

)

(120,806

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,124,786

2,113,127

CAPITAL AND RESERVES

Called up share capital

7

2,070,000

2,070,000

Retained earnings

54,786

43,127

SHAREHOLDERS' FUNDS

2,124,786

2,113,127

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

R W H Taylor - Director

1.	STATUTORY INFORMATION

CL UK RE 2 LTD is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

11366213

Registered office:

3rd Floor

3-5 Rathbone Place

London

W1T 1HJ

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade debtors, other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including trade creditors, other creditors and amounts owed to group undertakings, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Going concern

At the balance sheet date the company had net current liabilities. Based on current trading and future expectations, the directors are confident the company will continue to trade profitably in future periods and generate sufficient cash flows to meet its obligations as they fall due for payment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

2,233,933

NET BOOK VALUE

At 31 December 2024

2,233,933

At 31 December 2023

2,233,933

The company's investments at the Balance Sheet date in the share capital of companies include the following:

VEN2 LIMITED

Registered office: 3rd Floor 3-5 Rathbone Place, London, United Kingdom, W1T 1HJ

Nature of business: Buying and selling of own real estate

%

Class of shares:

holding

A Shares

B Shares

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

(980,972

)

684,567

Loss for the year

(1,665,539

)

(794,438

)

VEN4 LIMiTED

Registered office: 3rd Floor 3-5 Rathbone Place, London, United Kingdom, W1T 1HJ

Nature of business: Buying and selling of own real estate

%

Class of shares:

holding

A Shares

B Shares

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

3,137,489

3,187,507

Loss for the year

(50,018

)

(67,688

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

468,138

1,601,796

Prepayments and accrued income

-

51,019

468,138

1,652,815

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

575,845

1,338,038

Tax

-

(15,497

)

Accrued expenses

1,440

451,080

577,285

1,773,621

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

204,930,000

Ordinary A

£0.01

2,049,300

2,049,300

2,069,999

Ordinary B

£0.01

20,700

20,700

1

Ordinary C

£0.01

-

-

2,070,000

2,070,000

8.	ULTIMATE CONTROLLING PARTY

The immediate parent company is CL V Lux S.a.r.l, a company registered in Luxembourg. The ultimate controlling party is Rory O'Neill.