ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 08761407

DIGITAL GAMING CORPORATION LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

DIGITAL GAMING CORPORATION LIMITED

COMPANY INFORMATION

Director	A Van Wyk


Registered number	08761407


Registered office	St Pancras Campus 5th Floor
	63 Pratt Street
	London
	NW1 0BY


Independent Auditors	BDO LLP
	55 Baker Street
	London
	United Kingdom
	W1U 7EU

DIGITAL GAMING CORPORATION LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Director's report	3 - 4
Independent auditor's report	5 - 8
Statement of comprehensive income	9 - 10
Balance sheet	11
Statement of changes in equity	12
Notes to the financial statements	13 - 36

DIGITAL GAMING CORPORATION LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The director presents her strategic report and the audited financial statements for the year ended 31 December 2024.

Review of the business and future developments

Digital Gaming Corporation Limited ("DGC UK") is a licensor of intellectual property and is a provider of technology support services. The principal activities of its subsidiary undertakings, (together the 'DGC Group'), are the provision of outsourcing services and gambling activities in the United States.
The Company was acquired by SGHC Limited, its main brand partner, on 1 January 2023 and is now part of the wider Group headed by Supergroup (SGHC) Limited. Super Group (SGHC) Limited and its subsidiaries together form the 'Group'.
On 8 July 2025, Super Group announced that it intends to exit its U.S. iGaming operations, following a comprehensive evaluation of its global priorities, the evolving regulatory landscape, and the U.S. unit’s financial performance.
As part of this reorganization, the Group has decided to transfer the company’s assets and liabilities to another group entity and the Company will then be liquidated. In view of the intention to liquidate DGC UK, these financial statements are therefore be prepared on a basis other than a going concern.
Super Group (SGHC) Limited is committed to providing additional funding to the Company, to ensure the liquidation is solvent and the company receives net book value for all assets transferred.
The Company had a reduction in activities which led to a lower revenue of $2.3 million in 2024, while in 2023 the revenue was $8.2 million. The B2B (business-to-business) operations is a type of commerce involving the exchange of products, services or information between businesses, rather than from a business to customer.
The sale of part of the business (B2B) in February 2024 and the subsequent closure of the US Sportsbook operation in nine states in the United States of America led to a further decline in business activities in 2024.
The consolidated financial statements of Super Group (SGHC) Limited as at 31 December 2024 may be obtained from www.investors.sghc.com/financials/sec-filings/sec-filings-details.
Principal risks and uncertainties
As noted above the intention is to transfer the assets and liabilities of the Company at their carrying value to a group entity and then liquidate the Company. The Company is exposed to credit risk, given that there is a minimal risk that the debtors won’t be collected. The Company ensures that the debtor position is regularly monitored and that sufficient resources are focused on credit control and collection activities. The risk will be transferred to another Group company at the date of liquidation. All Company borrowings were repaid and therefore interest rate risk is not a risk at the reporting date.

Page 1

DIGITAL GAMING CORPORATION LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Regulatory risk
Regulatory risk refers to the potential for changes in laws, regulations, or government policies that could negatively affect an organization's operations, financial performance, or market conditions. This type of risk arises when new or amended regulations, compliance requirements, or government actions impact the way businesses or industries operate. Regulatory risk can result from changes at the local, national, or international levels, and can affect various areas such as taxation, environmental policies, labor laws, and industry-specific regulations. The Company maintains close relationships with the regulatory authorities, maintains all company and document filing up to date, monitors law changes and makes use of external experts for advice on complying with taxation, accounting and law changes.

Financial key performance indicators

Total revenues of $2.3m for 2024 (2023: $8.2m) were in line with expectations. The 2024 revenue was driven by Management and Technical support services. As the Company activities are inter-linked with its subsidiaries, the success of the Company is driven by the performance of its subsidiary undertakings.

The Company returned a loss of $149.1m for the year (2023: $76m loss). The loss arises from the impairment of investment in subsidiary of $147.5m (2023: $77.9m).

This report was approved by the board on 1 September 2025 and signed on its behalf.

A Van Wyk

Director

Page 2

DIGITAL GAMING CORPORATION LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents her report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under this law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law, the director must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. As stated in note 2.4, the director does not consider the Company to be a going concern and has prepared the financial statements on a basis other than going concern.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is a licensor of intellectual property and is a technology support services provider. The principal activities of its subsidiary undertakings are the provision of outsourcing services and on-line gambling activities in the United States.
The Group has decided that the assets and liabilities will be transferred to another group entity, and the company will then cease trading and be liquidated.

Results and dividends

The loss for the year, after taxation, amounted to $149,064,880 (2023 - loss $76,182,626).

During the year the Company did not pay an interim dividend (2023 - $Nil). No final dividend was proposed (2023 - $Nil).

Directors

The directors who served during the year were:

A J Felman (resigned 10 July 2024)

A Van Wyk

Page 3

DIGITAL GAMING CORPORATION LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The principal risks and uncertainties associated with the Company are discussed in the Strategic Report.

Going Concern

The Director is required to satisfy herself that it is reasonable to conclude whether it is appropriate to prepare financial statements of the Company on a going concern basis.
As discussed above, the Director intends to liquidate DGC UK following the transfer of its trade, remaining assets and liabilities to another Group company. Therefore, the financial statements have been prepared on a basis other than that of the going concern basis. This basis includes, where applicable, writing the company’s assets down to net realisable value. However, given all assets and liabilities will be transferred out to another Group company at their respective carrying amounts, this has not been necessary. No provision has been made for the future costs of terminating the business as no such costs were committed at the reporting date.

Disclosure of information to auditors

TheDirector has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There are plans in place to liquidate the Company in 2025. On 8 July 2025 Super Group announced that it intends to exit its U.S. iGaming operations, following a comprehensive evaluation of its global priorities, the evolving regulatory landscape, and the U.S. unit’s financial performance. The Group is currently evaluating its strategic options in this regard.
The current view is that the Assets and Liabilities of DGC UK will be transferred to a Group entity. As at 21 July 2025, various strategic options are being evaluated. As a result, the final restructuring of DGC UK is not finalized.

This report was approved by the board on 1 September 2025 and signed on its behalf.

A Van Wyk

Director

Page 4

DIGITAL GAMING CORPORATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED

Opinion on the financial statements

In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its loss for

the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Digital Gaming Corporation Limited (“the Company”) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 2.4 to the financial statements which explains that the director intends to liquidate the company and therefore does not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than that of going concern as described in Note 2.4. No adjustments have been required to the financial statements as a result of them being prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.

Page 5

DIGITAL GAMING CORPORATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)

Other information

The Director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the Director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Director is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Page 6

DIGITAL GAMING CORPORATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance;
• Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws

and regulations.
we considered the significant laws and regulations to be the applicable accounting framework and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation, UK employment law and Companies Act.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non-compliance

with laws and regulations;
• Review of correspondence with tax authorities for any instances of non-compliance with laws and

regulations;
• Review of financial statement disclosures and agreeing to supporting documentation.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected

instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances

of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial

statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate

risks of material misstatement due to fraud;
• Considering remuneration incentive schemes and performance targets and the related financial

statement areas impacted by these.

Page 7

DIGITAL GAMING CORPORATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and external revenue recognition.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to

supporting documentation;
• Challenging assumptions used by management in their significant estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Oliver Chinneck (Senior statutory auditor)

for and on behalf of

BDO LLP

Statutory Auditors
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

55 Baker Street

London

United Kingdom

W1U 7EU

1 September 2025

Page 8

DIGITAL GAMING CORPORATION LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Continuing operations	Discontin'd operations	Total	Continuing operations	Discontinued operations	Total
				As restated	As restated	As restated
	2024	2024	2024	2023	2023	2023
Note	$	$	$	$	$	$


Turnover	500,236	1,791,236	2,291,472	963,442	7,182,446	8,145,888
Cost of sales	-	(59,189)	(59,189)	-	(269,371)	(269,371)
Gross profit	500,236	1,732,047	2,232,283	963,442	6,913,075	7,876,517
Administrative expenses	181,937	(1,349,874)	(1,167,937)	(1,722,826)	(5,404,098)	(7,126,924)
Exceptional administrative expenses	(147,499,940)	-	(147,499,940)	(77,921,769)	-	(77,921,769)
Other operating income	-	158,284	158,284	-	-	-
Operating loss	(146,817,767)	540,457	(146,277,310)	(78,681,153)	1,508,977	(77,172,176)
Interest receivable and similar income	-	-	-	1,791,421	7,984	1,799,405
Interest payable and similar expenses	(2,629,830)	64,613	(2,565,217)	(704,458)	-	(704,458)
Loss before tax	(149,447,597)	605,070	(148,842,527)	(77,594,190)	1,516,961	(76,077,229)
Tax on loss	(222,353)	-	(222,353)	(105,397)	-	(105,397)
Loss for the financial year	(149,669,950)	605,070	(149,064,880)	(77,699,587)	1,516,961	(76,182,626)

Other comprehensive income for the year
Other comprehensive income 1	(14,040)	153,150
Other comprehensive income for the year	(14,040)	153,150
Total comprehensive income for the year	(149,078,920)	(76,029,476)

Page 9

DIGITAL GAMING CORPORATION LIMITED

STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

The notes on pages 13 to 36 form part of these financial statements.

Whilst some of the results arise from activities classified as continuing operations, as described in Strategic Report, the company will be liquidated.
The amount of $(14,040) (2023: $153,150) included in Other Comprehensive Income for the year represents foreign exchange differences arising from the translation of the financial statements from the functional currency, GBP, to the presentational currency, USD. This amount is reflected within the Foreign exchange reserve.

Page 10

DIGITAL GAMING CORPORATION LIMITED

REGISTERED NUMBER: 08761407

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		$		$

Fixed assets
Intangible assets	14		-		2,475,938
Tangible assets	15		2,711		217,349
Investments	16		143,615,528		169,578,338
			143,618,239		172,271,625
Current assets
Debtors: amounts falling due within one year	17	72,679,899		41,426,058
Cash at bank and in hand	18	579,846		916,527
		73,259,745		42,342,585
Creditors: amounts falling due within one year	19	(73,726,012)		(43,851,425)
Net current liabilities			(466,267)		(1,508,840)
Total assets less current liabilities			143,151,972		170,762,785

Net assets			143,151,972		170,762,785

Capital and reserves
Called up share capital	21	242	218
Share premium account	22	367,178,307	245,697,032
Foreign exchange reserve	22	(139,149)	(125,109)
Share based payments reserve	22	3,426	16,618
Profit and loss account	22	(223,890,854)	(74,825,974)
		143,151,972	170,762,785

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 September 2025.

A Van Wyk

Director

The notes on pages 13 to 36 form part of these financial statements.

Page 11


		DIGITAL GAMING CORPORATION LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Share-based payment reserve	Profit and loss account	Total equity
	$	$	$	$	$	$
At 1 January 2023	159	-	(278,259)	-	1,356,652	1,078,552
Comprehensive income for the year
Loss for the year	-	-	-	-	(76,182,626)	(76,182,626)
Movement on foreign exchange	-	-	153,150	-	-	153,150
Shares issued during the year	59	245,697,032	-	-	-	245,697,091
Share-based payment movement	-	-	-	16,618	-	16,618

At 1 January 2024	218	245,697,032	(125,109)	16,618	(74,825,974)	170,762,785
Comprehensive income for the year
Loss for the year	-	-	-	-	(149,064,880)	(149,064,880)
Movement on foreign exchange	-	-	(14,040)	-	-	(14,040)
Contributions by and distributions to owners
Shares issued during the year	24	121,481,275	-	-	-	121,481,299
Share-based payment movement	-	-	-	(13,192)	-	(13,192)
At 31 December 2024	242	367,178,307	(139,149)	3,426	(223,890,854)	143,151,972

The notes on pages 13 to 36 form part of these financial statements.

Page 12

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Digital Gaming Corporation Limited is a private company limited by share capital, incorporated in England and Wales, registration number 08761407. The address of the registered office 14th Floor, 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

2.1

Basis of preparation of financial statements

As explained in Strategic Report, the Company will transfer its assets and liabilities to another Group company. As required by FRS 102 section 3.9, management has prepared the financial statements on the basis that the Company is no longer a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis. All assets and liabilities will be transferred to another Group company at their carrying amounts.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Super Group (SGHC) Limited as at 31 December 2024 and these financial statements may be obtained from Bordeaux Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR.

2.3

Exemption from preparing consolidated financial statements

The Company is adopting the exemption from the requirement to prepare consolidated financial statements under Section 401 of the Companies Act 2006, as the results of the Company and its subsidiaries are included in the consolidated financial statements of its ultimate parent undertaking, Super Group (SGHC) Limited. As a result, these financial statements present information for the Company only.

Page 13

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

The Director is required to satisfy herself that it is reasonable to conclude whether it is appropriate to prepare financial statements of the Company on a going concern basis.
The Director intends to liquidate the Company, following the transfer of any trade, remaining assets and liabilities to another Group company. The director does not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Therefore, the financial statements have been prepared on a basis other than that of the going concern basis. No adjustments arose because of not applying the going concern basis. All assets and liabilities will be transferred to another Group company.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional currency is GBP. This differs from the presentational currency which is USD. The reason for this difference is that the functional currency of the sub group headed by the company is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

The Company's assets and liabilities are translated into the presentational currency at the year end closing rate and income and expenses are at the average rate. The resulting exchange differences are recognised in other comprehensive income.

2.6

Revenue

The revenue consists of usage fees and management service fees stated net of value added tax in the DGC Group. The Company is engaged in software development and the provision of installation, technical support and related services in relation to the gaming industry and has the expertise to provide the Services.
Management Services - to Group (continuing operation)
The Company is engaged in marketing and related services in relation to the gaming industry. This includes a fixed monthly fee plus any direct expenses including all reasonable travel and subsistence costs incurred during the period in the provision of these Services.

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DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Revenue (continued)

Technical services - to Group (continuing operation)
The Company is engaged in software development and provides the installation, technical support and related services in relation to the gaming industry. This includes a fixed monthly fee, plus any direct expenses including all reasonable travel and subsistence costs, incurred during the period in the provision of the services.
Support and Maintenance services - External (discontinued operation)
Fixed monthly fees for infrastructure support for the gaming platform and data centres and continuous software development and integration support and improvement.
Usage and licence fees - External (discontinued operation)
Fees for ongoing support services during the period. Where the agreement extends over two or more accounting periods, the revenue is allocated on a straight line basis.
Recharge of expenses - to Group (continuing operation)
Revenue includes recharge of expenses incurred during the period to Group members.
Transactional Service fee income - External (discontinued operation)
In 2024, the B2B business segment was sold with a short term transitional services agreement in place with the buyer. The transitional services included operational services, employee costs, third party pass-through services, migration services and lease maintenance services. All these transitional services costs incurred by DGC UK are recharged at cost plus a markup.

2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 15

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Intangible assets

The Company’s intangible assets consist of Trademarks and Games Software. Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. The related
amortisation expense is classified as an operating expense in the Statement of Comprehensive
Income.
Trademarks and Software are amortised annually on a straight line basis over their estimated useful lives. Trademarks are amortised over 20 years and Gaming software over 7 -15 years.
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life
cannot be made, the useful life shall not exceed ten years

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	Over 15 years straight line
Fixtures and fittings	-	3-5 years straight line
Office equipment	-	3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 17

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Valuation of investments

Investment in Subsidiaries
Investments in subsidiaries are classified as non-current assets in the Company’s balance sheet. These investments are initially recognized at cost on the acquisition date, which includes the purchase price and directly attributable acquisition costs. The Company holds these investments for financial returns and exercises control over its subsidiaries.
Impairment of Investments in Subsidiaries
The Company reviews its investments in subsidiaries for impairment at the end of each financial year or whenever there is an indication that the carrying amount of an investment may not be recoverable. An impairment loss is recognized when the carrying amount of an investment exceeds its recoverable amount.
The Director intends to transfer the investment in DGC USA to another Group company at book value on the date of the transaction. The decision to exit the US market post year end will lead to further material impairment of the value of investment prior to transfer.
The recoverable amount of the investments determined is based on the expected amount receivable from the group entity to which the shareholdings will be transferred as part of the pre-liquidation process.
This transfer value is based upon a valuation of the Company on its value in use (ViU), which is calculated by estimating the present value of the future cash flows expected to be generated by the investment, based on the subsidiary’s future financial performance.
The ViU calculations are based on a detailed assessment of future cash flows, which include critical assumptions such as:
Timing of cash flows (projected cash inflows and outflows over the forecast period), Discount rates (appropriate rates reflecting the risks associated with the subsidiary’s business), and; Net debt adjustments (considering the subsidiary’s debt obligations and any related adjustments to the valuation).

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Accounts receivable are customer obligations due under normal trade terms for the industry and are stated at amounts due less an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers and does not require collateral. The Company maintains an allowance for doubtful accounts on receivables for estimated losses resulting from the inability of its customers to make required payments. The allowance is estimated based on the level of past-due amounts and information known about specific customers with respect to their ability to make payments. When management determines that it is probable that an account will not be collected, it is charged against the allowance for doubtful accounts.

Page 18

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

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 in the Company's Balance sheet 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 19

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another Group entity. If significant risks and rewards of ownership are retained after the transfer to another Group entity, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

2.20

Share based payments

The Group operates an equity incentive plan which may be settled in shares or cash at the discretion of the Group. The Group intends to settle this plan in shares, and, therefore classified them as an equity settled share-based payment plan.
The cost of equity-settled transactions is determined by the fair value at the date of grant. The fair value of the shares conditionally granted is measured using the market price of the shares at the time of grant. The cost is recognized in the Statement of Comprehensive Income over the vesting period.
The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has lapsed and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense recognized in the Statement of Comprehensive Income for the year represents the movement in cumulative expense recognized as at the beginning and end of that year.
Payroll taxes related to the share-based payments are recognized in the Statement of Comprehensive Income in accordance with the vesting. Payroll taxes are settled in cash and are therefore recognized as a liability in the Statement of Financial Position.
Service conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the service condition being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. These estimates are based on historical turnover rates and Group's forecast and are adjusted at each measurement date.
The company considered the value of dividends to be paid during the vesting period to be nil. As at 1 January 2025 there were no employees left in the Company and there won't be any charges going forward.

Page 20

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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.
A) Impairment of Investments in Subsidiaries
The Company applies judgement in assessing whether there are indications of impairment for investments in subsidiaries. A significant estimate involves determining the recoverable amount of the investment, which is calculated as the expected transfer value of the shareholding based on the value in use (ViU) of the subsidiary. The key factors involved in this estimation process are outlined below:
B) Discount Rate
The Company applies a discount rate to future cash flows in order to calculate the present value of the recoverable amount. The Group’s weighted average cost of capital (WACC) of 18.5% was used as the base rate, adjusted for a company-specific risk premium, in 2024. However, a higher WACC rate of 25% is applicable at December 2024, due to a higher specific risk premium. This adjustment reflects the specific risks associated with the subsidiary's operations, which are assessed as part of the impairment test. The application of this discount rate requires significant judgement, particularly in selecting an appropriate risk premium, as it directly impacts the estimated recoverable amount of the subsidiary.
C) Forecasted Cash Flows and Growth Assumptions
The Company forecasts cash flows for the subsidiary covering a period of at least 8 years. The projection excludes financing-related cash flows, focusing solely on the underlying operational performance of the subsidiary. Growth assumptions in the projection are based on management’s expectations of the future financial performance of the business, taking into account current and expected market conditions. The estimation of future cash flows, especially regarding revenue growth and cost control, requires significant judgement, particularly given the competitive market environment.
D) Net Debt Adjustments
An adjustment for net debt was made to increase the carrying value of the investment, reflecting amounts owed by the parent company to the subsidiary in relation to unpaid share capital. This financing-related adjustment is made based on the assumption that these amounts are expected to be settled, and therefore should be included in the calculation of the investment’s recoverable amount. The Company has normalised working capital as part of this adjustment, assuming that the subsidiary’s working capital position reflects its ongoing operational needs.
E) Terminal Value Assumptions
The Company also estimates a terminal value for the subsidiary, representing the residual value beyond the forecast period. This value is based on long-term growth assumptions, which are subject to significant estimation. The Company uses a perpetuity growth model to calculate the terminal value, applying conservative growth assumptions to reflect the future potential of the business after the forecast period.
F) Sensitivity of Assumptions
Given the inherent uncertainty in the estimation process, the Company performs sensitivity analysis on key assumptions, particularly the discount rate. The sensitivity analysis highlights how changes in the discount rate could affect the recoverable amount of the subsidiary. Given the disposal of the B2B business and the Sportsbook closure, the value of the remaining business would be materially impacted if there is a small change in the discount rate.

Page 21

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.Judgements in applying accounting policies (continued)

G) Impairment Triggers and Judgement on Permanency
The indicators of impairment for the subsidiary related to financial performance, exacerbated by intense competition in the subsidiary’s market. Based on these factors, the Company recognised a material impairment in the subsidiary’s investment. The Company has also considered post-year-end events, which confirmed that the impairment is likely permanent and that the subsidiary’s value will not revert back to its original carrying amount. This judgement, informed by the current performance and outlook, underpins the Company’s decision to recognise the impairment loss.
H) Permanency of Impairment
Given the financial performance of the subsidiary, and following the assessment of post-year-end events, the Company has concluded that the impairment is permanent and will not be reversed in future periods. This conclusion is based on management’s view that the subsidiary’s performance will not recover to a level that would justify the previous carrying amount of the investment.
Critical judgements
Significant judgements around intangible fixed assets
The carrying value of the intangible fixed assets includes judgements relating to the costs incurred in developing the asset and the possible requirement to impair the assets. The costs are based on records maintained by the group of the time spent by employees on each project. The requirement to impair the assets is based upon management judgements of the expected success of the product and the resulting associated future benefits.

Page 22

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Recharge of expenses	64,155	544,142
Management & Technical services	837,063	4,523,260
Support services	1,281,880	2,962,446
Usage and license fees	100,000	50,000
Rent Receivable	8,374	66,040
	2,291,472	8,145,888

Analysis of turnover by country of destination:

					2024	2023
					$	$

United Kingdom (including Ireland and Isle of Man)	1,390,254	3,078,486
South Africa	302	47,437
USA	900,916	5,019,965
	2,291,472	8,145,888

5.	Other operating income
		2024	2023
		$	$

	Profit on sale of business	158,284	-

Page 23

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange differences	(1,022,665)	78,910
Depreciation	2,069	26,882
Amortisation	-	59,406
Impairment of investment in subsidiary	147,499,940	77,921,769
Operating lease expenses	27,571	306,610
	146,506,915	78,393,577

Fees payable to the Company's auditors for the audit of the Company's financial statements

29,819

32,896

Wages and salaries	1,693,591	4,101,349
Social security costs	198,799	499,873
Cost of defined contribution scheme	46,505	185,786
	1,938,895	4,787,008

Page 24

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.Employees (continued)

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Director	1	2
Management	-	2
Finance	1	1
Admin	-	2
Operations	-	30

	2	37

9.	Directors' remuneration
		2024	2023
		$	$

Directors' emoluments	422,612	283,950
Company contributions to defined contribution pension schemes	9,432	15,140
	432,044	299,090

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of $422,612 (2023 - $273,590).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $9,432 (2023 - $15,140).

10.	Interest receivable and similar income
		2024	2023
		$	$

Interest receivable from subsidiary	-	582,636
Foreign exchange gains	-	1,216,612
Other interest receivable	-	157
	-	1,799,405

The foreign exchange gains detailed above relate to amounts included within Note 17 and Note 19.

Page 25

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Interest payable and similar expenses
		2024	2023
		$	$

Other loan interest payable	-	593,265
Other interest payable	124,992	111,193
Foreign exchange loss	2,440,225	-
	2,565,217	704,458

The foreign exchange loss detailed above relate to amounts included within Note 17 and Note 19.


Foreign tax
Foreign tax in respect of prior periods	-	79,749
	-	79,749
Total current tax	-	79,749

Deferred tax
Origination and reversal of timing differences	222,353	25,648
Total deferred tax	222,353	25,648


		222,353	105,397

Page 26

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(148,842,527)

(76,077,229)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(37,210,632)	(17,878,149)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,130	11,764
Capital allowances for year in excess of depreciation	-	(1,067)
Utilisation of tax losses	-	(460,352)
Deferred tax	-	25,648
Profit/(loss) on disposal of fixed assets	-	16,188
Restricted share share based payments	(3,298)	-
Impairment not deductible	36,874,985	18,311,616
Adjustments to taxation charge in respect to previous periods- deferred tax	47,051	-
Adjustments to taxation charge in respect to previous periods- deferred tax losses	(128,117)	79,749
Deferred tax assets not recognised	639,234	-
Total tax charge for the year	222,353	105,397

The corporation tax rate increased from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using 25%, which is the enacted rate applicable in the reporting periods when the timing differences reverse.

13.	Impairment
		2024	2023
		$	$

Investment in DGC USA - Impairment

147,499,940

77,921,769

Please see note 16 for further detail.

Page 27

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets

	Trademarks	Computer software	Total
	$	$	$

At 1 January 2024	1,887,678	1,520,000	3,407,678
Additions	31,040	-	31,040
Disposals	(1,918,718)	(1,520,000)	(3,438,718)
At 31 December 2024	-	-	-

At 1 January 2024	78,884	852,856	931,740
Charge for the year	-	-	-
On disposals	(78,884)	(852,856)	(931,740)
At 31 December 2024	-	-	-
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	1,808,794	667,144	2,475,938

Page 28

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets

	Long-term leasehold property	Fixtures and fittings and computer equipment	Total
	$	$	$
Cost
At 1 January 2024	135,242	155,773	291,015
Additions	-	1,983	1,983
Disposals	(135,242)	(151,030)	(286,272)
At 31 December 2024	-	6,726	6,726
Depreciation
At 1 January 2024	12,362	61,304	73,666
Charge for the year	-	2,069	2,069
Disposals	(12,362)	(59,358)	(71,720)
At 31 December 2024	-	4,015	4,015
Net book value
At 31 December 2024	-	2,711	2,711
At 31 December 2023	122,880	94,469	217,349

Page 29

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Fixed asset investments

		Investments in subsidiary companies
		$
	Cost or valuation
	At 1 January 2024	247,500,107
	Additions	121,537,130
	At 31 December 2024	369,037,237
	Impairment
	At 1 January 2024	77,921,769
	Charge for the period	147,499,940
	At 31 December 2024	225,421,709
	Net book value
	At 31 December 2024	143,615,528
	At 31 December 2023	169,578,338

The Company increased its investment in DGC USA during June and December 2024 (2023: June and November 2023) and as at 31 December 2024, the amount outstanding in relation to this investment was $71,295,022 (2023: $40,870,058), which is disclosed as Amounts owed to subsidiary undertakings in note 19.
The investment cost is $369,037,237 as at 31 December 2024 (2023: $247,500,107). As part of the Group annual impairment assessment of the investment in the DGC US business the net book value was calculated at $143,615,521 (2023: $169,578,331). This includes the ViU of $72,320,499 (2023: $128,708,273) and the amount owed to DGC USA as disclosed above. This indicated that the recoverable amount of the Investment in DGC USA in the company’s accounts is lower than the carrying amount. Consequently, an impairment of $147,499,940 (2023: $77,921,769) has been made against the investment in DGC USA.
The key assumptions used are the WACC rate of 25% (2023: 18.5%) and the long term growth rate of 2% (2023: 2%).

Page 30

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Principal Activity	Class of shares	Holding

Digital Gaming Corporation USA	The design and development of gaming software and other gambling activities	Ordinary	100%
Digital Gaming Corporation South Africa Pty Ltd	Outsource Services	Ordinary	100%
*DGC IL LLC	Dormant	Ordinary	100%

The registered office for Digital Gaming Corporation USA is 8350 Broad St. Suite 310 Tysons, VA 22102
The registered office for Digital Gaming Corporation South Africa PTY Ltd is No 1 Waterview Close
Waterview Park, Suite 401 and 402 Century City, Cape Town, Western Cape, 7441, South Africa.
The registered office for DGC IL LLC listed above is 8350 Broad St. Suite 310 Tysons, VA 22102
Entities referred to above with an asterisk (*) are subsidiaries of Digital Gaming Corporation USA.
During the year, CCAG NJ LLC was sold and Digital Gaming Corporation VA LLC and DGC MD LLC were dissolved.

Page 31

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

					2024	2023
					$	$


Trade debtors	-	345,275
Amounts owed by parent undertakings	72,537,196	40,659,024
Amount owed by subsidiary undertakings	55,232	134,637
Other debtors	78,657	15,380
Prepayments and accrued income	2,429	49,389
Other taxation and social security	6,385	-
Deferred taxation	-	222,353
	72,679,899	41,426,058

Amounts owed by both the Parent company and subsidiary are interest free, unsecured and repayable on demand.

18.	Cash and cash equivalents
		2024	2023
		$	$

Cash at bank and in hand	579,846	916,527
	579,846	916,527

19.	Creditors: Amounts falling due within one year
		2024	2023
		$	$

Trade creditors	1,962	72,101
Amounts owed to parent undertakings	1,840	-
Amounts owed to subsidiary undertakings	71,295,022	40,974,618
Amounts owed to other group undertakings	1,453	76,198
Corporation tax	2,235,832	2,110,839
Other taxation and social security	-	142,180
Other creditors	5,901	1,998
Accruals and deferred income	184,002	473,491
	73,726,012	43,851,425

Page 32

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Deferred taxation

		2024
		$

	At beginning of year	222,353
	Charged to profit or loss	(222,353)
	At end of year	-

The deferred tax asset is made up as follows:
	2024	2023
	$	$

	Tax losses carried forward	-	222,353
		-	222,353

The unrecognised deferred tax asset is $639,234 (2023: $Nil).

21.	Share capital
		2024	2023
		$	$

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	159	159
54 (2023 - 43) Ordinary B shares of €1.00 each	59	47

	218	206

Allotted, called up and partly paid

23 (2023 - 11) Ordinary B shares of €1.00 each	24	12

Called up share capital represents the nominal value of the shares issued.
Ordinary A shares carry full rights to vote, dividend and capital distribution (including on winding up) rights.They do not confer any rights of redemption.
Ordinary B shares carry full rights to voting, dividends (if declared and paid) and return of capital (if any).
During the year, the company issued 23 ordinary shares of €1 each, at a premium of $121 million.
As at the year-end, $48.9 million had been received, and $72.5 million remained outstanding, which is disclosed in note 17 under receivables from the parent company.

Page 33

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.

Reserves

Share premium reserve

The Share premium reserve includes the premium on issue of equity shares, net of any issue costs.

Share based payment reserve

Includes reserves arising on the share-based payments.

Foreign exchange reserve

A reserve containing the net exchange differences recognised in other comprehensive income and
accumulated in a separate component of equity.

Profit and loss account

The fully distributable reserve containing the balance of retained earnings to carry forward. It is shown as
part of shareholders' reserves on the balance sheet.

23.	Share-based payments
	In 2023 and 2024, share-based payments were issued. Management believes that these do not significantly impact the overall understanding of the financial statements, so no further disclosures have been provided on the basis that the prior year, current year and future year charges are immaterial.

Page 34

DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Discontinued operations

		2024 $

Cash proceeds		2,878,235
		2,878,235
Net assets disposed of:
Intangible and Tangible fixed assets	2,719,951
		2,719,951
Profit on disposal before tax		158,284


		$

	Cash consideration	2,878,235
	Net inflow of cash	2,878,235

The discontinued operations indicated above relates to the disposal of the B2B business. No further entries have been booked relating to the DGC UK ceasing of trading.

25.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to $46,505 (2023 - $185,786) Contributions totalling $Nil (2023 - $Nil) were payable to the fund at the balance sheet date and are included in creditors.

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DIGITAL GAMING CORPORATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	1,610	230,726
Later than 1 year and not later than 5 years	-	764,875
Later than 5 years	-	525,484
	1,610	1,521,085

27.

Related party transactions

The Company has taken advantage of the exemption available in FRS 102, paragraph 33.1A not to
disclose transactions entered into between two or more members of a group, as the other party is a
wholly owned subsidiary undertaking of the Group to which it is party to the transactions.
The Company paid a gross salary of $Nil (2023: $10,359) to a close family member of a director.
There are no other key management personnel other than the directors.

28.	Controlling party

The entity is a 100% subsidiary of SGHC Limited with Super Group (SGHC) Limited
being the ultimate parent undertaking. There is no ultimate controlling party above Super Group
(SGHC) Limited.
The results of the Company are included within the consolidated financial statements of Super Group
(SGHC) Limited as at 31 December 2024 and can be obtained from Bordeaux Court, Les Echelons, St
Peter Port, Guernsey, GY1 1AR.

29.

Post balance sheet event

There are currently plans in place to liquidate the Company in 2025. On 8 July 2025 Super Group announced that it intends to exit its U.S. iGaming operations, following a comprehensive evaluation of its global priorities, the evolving regulatory landscape, and the U.S. unit’s financial performance. The US business is currently still actively producing income. The Group is currently evaluating its strategic options with regards to the reorganisation of the DGC Group.

The restructuring of the DGC Group has not been finalised, but currently the view is to liquidate DGC UK after all remaining assets and liabilities have been transferred. The director intends to transfer the investment in DGC USA to another Group company at book value on the date of the transaction. The decision to exit the US market post year end will lead to further material impairment of the value of investment prior to transfer.

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DIGITAL GAMING CORPORATION LIMITED

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