Registration number:
Sovwood Bidco Limited
for the Period from 13 May 2025 to 31 December 2025
Sovwood Bidco Limited
(Registration number: 16448015)
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Sovwood Bidco Limited
(Registration number: 16448015)
Company Information
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Director |
V E B Folmann |
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Company secretary |
Sisec Limited |
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Registered office |
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Auditors |
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Sovwood Bidco Limited
(Registration number: 16448015)
Strategic Report for the Period from 13 May 2025 to 31 December 2025
The director presents his strategic report for the period from 13 May 2025 to 31 December 2025.
Principal activity
The principal activity of the company is to act as a holding company.
Fair review of the business
As the company is a holding company a fair review of the business is not considered necessary and there are no relevant key performance indicators. Notable balances relate to other borrowings and dividends received.
During the period, the company obtained a loan, in order to finance the acquisition of the trading subsidiary. The carrying amount of the loan at the period end is €122,530,805, with interest charged at a rate linked to EURIBOR under the financing agreement.
The company was in receipt of dividends from its trading subsidiary during the year of €21,767,920.
As at 31 December 2025 the company has net assets of €13,605,162.
Principal risks and uncertainties
As the company is a holding company, a review of principal risks and uncertainties is not considered necessary.
Approved and authorised by the
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Sovwood Bidco Limited
(Registration number: 16448015)
Director's Report for the Period from 13 May 2025 to 31 December 2025
The director presents his report and the financial statements for the period from 13 May 2025 to 31 December 2025.
Incorporation
The company was incorporated on
Director of the company
The director who held office during the period was as follows:
Financial instruments
Objectives and policies
The company's principal financial instruments are borrowings. The main purpose of these instruments is to raise funds for the company's operations.
Price risk, credit risk, liquidity risk and cash flow risk
Loans comprise loans from financial institutions. The business manages the liquidity risk by ensuring that there are sufficient funds to meet the payments and through the use of an interest rate cap arrangement to provide certainty over maximum outflows.
Future developments
The directors do not envisage the principal activity of the company changing in the foreseeable future.
Disclosure of information to the auditors
The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.
Approved and authorised by the
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Sovwood Bidco Limited
(Registration number: 16448015)
Statement of Director's Responsibilities
The director acknowledges his responsibilities for preparing the Annual 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). Under company law the director must not approve the financial statements unless he 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 enable him to ensure that the financial statements comply with the Companies Act 2006 and in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). He 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.
Sovwood Bidco Limited
(Registration number: 16448015)
Independent Auditor's Report to the Members of Sovwood Bidco Limited
Opinion
We have audited the financial statements of Sovwood Bidco Limited (the 'company') for the period from 13 May 2025 to 31 December 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, 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).
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 profit for the period 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. |
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 responsibilities for the audit of the financial statements section of our report. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director are 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Sovwood Bidco Limited
(Registration number: 16448015)
Independent Auditor's Report to the Members of Sovwood Bidco Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Director's Report.
We have nothing to report in respect of the following matters where 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 the director
As explained more fully in the Statement of Director's Responsibilities [set out on page 4], 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 have no realistic alternative but to do so.
Auditor 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.
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.
Sovwood Bidco Limited
(Registration number: 16448015)
Independent Auditor's Report to the Members of Sovwood Bidco Limited
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, fire safety and health and safety legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing licenses, certificates and relevant correspondence including the inspection of legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we:
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; |
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enquiring of management as to actual and potential litigation and claims; and |
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reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors. |
Sovwood Bidco Limited
(Registration number: 16448015)
Independent Auditor's Report to the Members of Sovwood Bidco Limited
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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 auditor’s 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.
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For and on behalf of
1 Colleton Crescent
Devon
EX2 4DG
Sovwood Bidco Limited
(Registration number: 16448015)
Profit and Loss Account for the Period from 13 May 2025 to 31 December 2025
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Note |
Period ended 31 December |
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Turnover |
- |
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Administrative expenses |
( |
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Operating loss |
( |
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Loss on financial assets at fair value through profit and loss account |
( |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
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Profit before tax |
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Profit for the financial period |
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The above results were derived from continuing operations.
The company has no recognised gains or losses for the period other than the results above.
Statement of Comprehensive Income for Period from 13 May 2025 to 31 December 2025
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Period ended 31 December |
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Profit for the period |
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Total comprehensive income for the period |
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Sovwood Bidco Limited
(Registration number: 16448015)
Balance Sheet as at 31 December 2025
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Note |
2025 |
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Fixed assets |
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Investments |
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Other financial assets |
194,201 |
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Creditors: Amounts falling due within one year |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
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Provisions for liabilities |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
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Total equity |
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Approved and authorised by the
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Sovwood Bidco Limited
(Registration number: 16448015)
Statement of Changes in Equity for the Period from 13 May 2025 to 31 December 2025
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Share capital |
Retained earnings |
Total |
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Profit for the period |
- |
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New share capital subscribed |
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- |
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At 31 December 2025 |
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Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The company's functional and presentational currency is Euros (€).
Summary of disclosure exemptions
The company has taken advantage of the exemption in Section 1.12 of FRS102 from the requirement to present a statement of cash flows and related notes.
Group accounts not prepared
Name of parent of group
These financial statements are consolidated in the financial statements of Chosen APS.
The financial statements of Chosen APS may be obtained from the Danish Business Authority via the Central Business Register (CVR). Chosen APS is the ultimate parent company incorporated in Denmark. The registered office of Chosen APS is Sankt Annæ Plads 28, 3. 1250 København K..
Going concern
The financial statements have been prepared on a going concern basis.
Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
Provisions
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Financial instruments
Recognition and measurement
Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
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Other interest receivable and similar income |
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Period ended 31 December |
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Dividend income |
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Interest payable and similar expenses |
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Period ended 31 December |
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Interest on bank overdrafts and borrowings |
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Interest expense on other finance liabilities |
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Foreign exchange losses |
( |
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Other finance costs |
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Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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Staff costs |
The average number of persons employed by the company (including the director) during the period, analysed by category was as follows:
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Period ended 31 December |
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Administration and support |
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Taxation |
Tax charged/(credited) in the profit and loss account
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Period ended 31 December |
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Tax expense/(receipt) in the income statement |
- |
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of
The differences are reconciled below:
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Period ended 31 December |
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Profit before tax |
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Corporation tax at standard rate |
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Effect of expense not deductible in determining taxable profit (tax loss) |
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Tax increase arising from group relief |
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Tax decrease from effect of dividends from UK companies |
( |
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Total tax charge/(credit) |
- |
Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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Investments |
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2025 |
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Investments in subsidiaries |
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Subsidiaries |
€ |
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Cost or valuation |
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At 13 May 2025 |
- |
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Additions |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
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Subsidiary undertakings |
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Southernhay Studios
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Ordinary |
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United Kingdom |
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Subsidiary undertakings |
Black Tree Gaming Limited
The company acquired 100% of the ordinary share capital of Black Tree Gaming Limited on 13 June 2025.
The principal activity of Black Tree Gaming Limited is internet gaming.
Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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Other financial assets (current and non-current) |
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Derivatives used for hedging |
Total |
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Non-current financial assets |
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Cost or valuation |
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At 13 May 2025 |
- |
- |
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Fair value adjustments |
(51,549) |
(51,549) |
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Additions |
245,750 |
245,750 |
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At 31 December 2025 |
194,201 |
194,201 |
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Carrying amount |
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At 31 December 2025 |
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194,201 |
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Creditors |
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Note |
2025 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Amounts due to related parties |
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Accruals |
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Due after one year |
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Loans and borrowings |
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Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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Loans and borrowings |
Current loans and borrowings
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2025 |
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Bank overdrafts |
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Other borrowings |
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Non-current loans and borrowings
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2025 |
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Other borrowings |
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The company's borrowings are provided by a portfolio of lenders, under a single financing arrangement.
Other borrowings
The portfolio of borrowing is denominated in €. Interest is charged at a rate linked to EURIBOR under the financing agreement. The final instalment is due on 13 June 2029. The carrying amount at year end is €122,530,805.
Loans are secured by a Fixed and Floating charge over the assets of the UK group.
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Provisions for liabilities |
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Other provisions |
Total |
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Additional provisions |
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Increase (decrease) due to passage of time or unwinding of discount |
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At 31 December 2025 |
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Other provisions represent an estimate of the expected contingent consideration payable as a result of the acquisition of Black Tree Gaming Limited during the year which will be due in June 2027.
Sovwood Bidco Limited
(Registration number: 16448015)
Notes to the Financial Statements for the Period from 13 May 2025 to 31 December 2025
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Share capital |
Allotted, called up and fully paid shares
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2025 |
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No. |
€ |
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1 |
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Financial instruments |
Categorisation of financial instruments
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31 December 2025 |
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Financial assets measured at fair value through profit or loss |
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Financial assets measured at fair value
Derivatives used for hedging
The company has entered into a contract for an interest rate cap until June 2029. The fair value of the derivative contract at the period end has been provided by the contact provider.
The fair value is €194,201 and the change in value included in profit or loss is €51,549.
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements, in which these financial statements are consolidated, is