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Registered number: 15042145
DGC UK HOLDINGS LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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DGC UK HOLDINGS LIMITED
COMPANY INFORMATION
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St Pancras Campus 5th Floor
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DGC UK HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Notes to the Financial Statements
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DGC UK HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her report and the financial statements for the year ended 31 December 2025.
The company was incorporated on 1 August 2023 and so the comparatives shown in these accounts relate to the period between that date and 31 December 2024.
Director's responsibilities statement
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The director is responsible for preparing 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 that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 she is 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.
The principal activity is that of a holding company.
The loss for the year, after taxation, amounted to £11,920 (2024: £10,915).
The director who served during the year was:
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DGC UK HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The director has reviewed the current trading position and prospects of the Company and the director is satisfied that the Company has sufficient resources available to continue in operational existence for the foreseeable future.
The ability of the Company to continue as a going concern is dependent on a number of factors. The most significant of these being that the ultimate controlling party, Super Group (SGHC) Limited, will continue to support the Company and provide or procure the provision of adequate financial resources. This support will not be withdrawn for a period of at least 12 months from the date of signing the Annual Financial Statements.
Accordingly, the Financial Statements have been prepared on a going concern basis.
Disclosure of information to auditors
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The director at the date of approval of this report has confirmed that:
∙so far as she is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙she 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.
The auditors, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DGC UK HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DGC UK HOLDINGS LIMITED
Opinion on the financial statements
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In our opinion the financial statements :
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 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 DGC UK Holdings Limited (“the Company”) for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Notes to the Financial Statements and 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).
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.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
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DGC UK HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DGC UK HOLDINGS LIMITED (CONTINUED)
The Director is responsible for the other information. The other information comprises the information included in the Director’s report and financial statements, 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
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In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Director’s report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the Director’s report has 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 Director’s 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; or
• the Director was entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Director’s report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Director's Responsibilities Statement set out on page , 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 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.
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DGC UK HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DGC UK HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
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; and
• 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 the 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 and Companies Act 2006.
Our procedures in respect of the above included:
• Enquiries of management whether there were any litigation or claims;
• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
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
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DGC UK HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DGC UK HOLDINGS LIMITED (CONTINUED)
statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
• Assessing significant estimates made by management for bias.
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.
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.
Chris Isaac (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
18 August 2026
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DGC UK HOLDINGS LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Loss for the financial year/period
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The notes on pages 9 to 13 form part of these financial statements.
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The results stated above are derived from continuing activities.
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DGC UK HOLDINGS LIMITED
REGISTERED NUMBER: 15042145
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 9 to 13 form part of these financial statements.
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DGC UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
DGC UK Holdings Limited (registration number 15042145) is a private company limited by shares and incorporated in England and Wales. The registered office is St Pancras Campus 5th Floor, 63 Pratt Street, London, NW1 0BY.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
Reserves represent accumulated profits and losses, together with other recognised gains and losses, that are attributable to the shareholders of the Company and are classified in accordance with applicable legal and regulatory requirements.
Retained earnings comprise cumulative profits and losses net of distributions to shareholders' equity and are presented within equity in the statement of financial position.
Capital Contribution Reserve
The capital contribution reserve represents amounts contributed by shareholders or related parties that are not repayable and do not constitute share capital. Such contributions are recognised directly in equity and are not recognised in profit or loss. The reserve is presented separately within equity in the statement of financial position.
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DGC UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The operating loss is stated after charging:
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The average monthly number of employees, including directors, during the year was 1 (2024 - 1).
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DGC UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Factors affecting tax charge for the year/period
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The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Total tax charge for the year/period
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Factors that may affect future tax charges
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There are corporation tax losses of £22,835 (2024: £10,915) carried forward.
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Investment in subsidiary companies
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DGC UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following was a subsidiary undertaking of the Company:
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The registered office for DGC US Holdings Inc is 8350 Broad Street, Suite 310, McLean, VA 22102, United States.
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Amounts owed by parent company
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Amounts owed by parent company are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to subsidiary undertakings
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Allotted and called up and fully paid
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100 (2024 - 100) Ordinary shares of £1.00 each
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DGC UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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Related party balances 2025 2024
£ £
Amounts included in loan receivable debtors
SGHC Limited 100 100
Amounts included in loan payable creditors
DGC USA Holdings Inc. 1 1
Investments in wholly owned subsidiary
DGC US Holdings Inc 1 1
Related party transactions
Waiver of loan from related party recognised as a capital contribution
SGHC Limited 11,335 -
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The results of the Company are included within the consolidated financial statements of the ultimate parent Super Group (SGHC) Limited as at 31 December 2025 and can be obtained from Bordeaux Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR.
The company is exempt from preparing and delivering group accounts under s.401 of the Companies Act 2006.
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Post balance sheet events
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The Company has evaluated subsequent events and transactions for disclosure and potential recognition up to the date the financial statements were available to be issued. There have been no post balance sheet events.
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