Codere S A : 02/09/2021 Consolidated Semi-annual Accounts

Report on Limited Review

CODERE, S.A. and SUBSIDIARIES

Condensed Consolidated Interim Financial Statements for the six month period ended

June 30, 2021

Ernst & Young, S.L.	Tel: [phone]
Calle de Raimundo Fernández Villaverde, 65	Fax: [phone]
28003 Madrid	ey.com

REPORT ON LIMITED REVIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL

STATEMENTS

To the Shareholders of CODERE, S.A. Y SOCIEDADES DEPENDIENTES at the request of Board of Directors:

Report on the interim condensed consolidated financial statements

Introduction

We have carried out a limited review of the accompanying condensed consolidated interim financial statements (hereinafter the interim financial statements) of CODERE, S.A. (hereinafter the parent) and subsidiaries (hereinafter the Group), which comprise the consolidated balance sheet at June 30, 2021, and the income statement, the statement of comprehensive income, the cash flow statement, the statement of changes in equity, and the condensed explanatory notes, all of which condensed and consolidated for the six-month period then ended. The parent's directors are responsible for the preparation of said interim financial statements in accordance with the requirements established by IAS 34, "Interim Financial Reporting", adopted by the European Union for the preparation of interim condensed financial reporting in conformity with article 12 of Royal Decree 1362/2007. Our responsibility is to express a conclusion on these interim financial statements based on our limited review.

Scope of review

We have performed our limited review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Reporting Performed by the Independent Auditor of the Entity". A limited review of interim financial statements consists of making enquiries, primarily of personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A limited review is substantially less in scope than an audit carried out in accordance with regulations on the auditing of accounts in force in Spain and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the accompanying interim financial statements.

Conclusion

During the course of our limited review, which under no circumstances can be considered an audit of accounts, no matter came to our attention which would lead us to conclude that the accompanying interim financial statements for the six-month period ended June 30, 2021 have not been prepared, in all material respects, in accordance with the requirements established by International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union in conformity with article 12 of Royal Decree 1362/2007 for the preparation of interim financial statements.

Domicilio Social: C/ Raimundo Fernández Villaverde, 65. 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.130 de la sección 3ª del Libro de Sociedades, folio 68, hoja nº 87.690-1, inscripción 1ª. Madrid 9 de Marzo de 1.989. A member firm of Ernst & Young Global Limited.

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Emphasis paragraphs

We draw attention to the matter described in note 2.a.1 of the accompanying interim consolidated financial statements for the three months ended March 31, 2021, which discloses, among other things, that the Group presented negative working capital at the reporting date and that the negative direction taken by the pandemic induced by COVID-19 is having a material impact on its ability to generate revenue, triggering significant liquidity issues. As a result, as outlined in that same note, the Group is in the midst of a corporate restructuring and refinancing process. These circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group's capacity to continue as a going concern. This matter does not modify our conclusion.

Additionally, we draw attention to the matter described in accompany explanatory Note 2, which indicates that the abovementioned accompanying interim financial statements do not include all the information that would be required for complete consolidated financial statements prepared in accordance with International Financial Reporting Standards, as adopted by the European Union. Therefore, the accompanying interim financial statements should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2020. This does not modify our conclusion.

Report on other legal and regulatory reporting requirements

The accompanying consolidated interim management report for the six-month period ended June 30, 2021 contains such explanations as the parent's directors consider necessary regarding significant events which occurred during this period and their effect on these interim financial statements, of which it is not an integral part, as well as on the information required in conformity with article 15 of Royal Decree 1362/2007. We have checked that the accounting information included in the abovementioned report agrees with the interim financial statements for the six-month period ended on June 30, 2021. Our work is limited to verifying the consolidated interim management report in accordance with the scope described in this paragraph, and does not include the review of information other than that obtained from the accounting records of CODERE, S.A. and its subsidiaries.

Paragraph on other issues

This report has been prepared at the request of the directors of Board of Directors, S.A. with regard to the publication of the half-yearly financial report required by article 119 of the consolidated text of the Securities Market Law enacted by Royal Decree 4/2015 of October 23.

ERNST & YOUNG, S.L.

(Signed on the original version in Spanish)

_____________________________

José Enrique Quijada Casillas

September 1, 2021

A member firm of Ernst & Young Global Limited

CODERE, S.A. and subsidiaries

Interim condensed consolidated financial statements for the six-month period ended

June 30, 2021

CODERE, S.A. AND SUBSIDIARIES

Interim condensed consolidated statement of financial position at June 30, 2021 and December 31, 2020 (Thousands of euros)

ASSETS	Note		June 30, 2021		Dec. 31, 2020
Non-current assets		-	1,084,572
Intangible assets	5	-	309,660
Right-of-use assets		-	191,733
Property, plant and equipment	6	-	265,481
Investment properties	6	-	44,699
Goodwill	7	-	209,544
Investments in equity-accounted investees	8	-	170
Non-current financial assets	8	-	17,397
Non-current loans		-	13,933
Held-to-maturity investments		-	3,464
Deferred tax assets		-	45,888
Accruals and deferred income	8	-	-
Current assets		1,305,715	257,290
Group of assets subject to change of control	2.a.1	1,305,715	-
Inventories		-	7,123
Accounts receivable		-	84,926
Trade receivables		-	24,617
Current tax assets		-	5,603
Sundry receivables		-	22,716
Accrued tax receivable		-	31,990
Financial assets		-	42,602
Other loans and investments		-	42,602
Accruals and deferred income		-	12,316
Cash and cash equivalents			-		110,323
TOTAL ASSETS			1,305,715		1,341,862

The June 30, 2021 figures are unaudited.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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