REGISTERED NUMBER: 13460791 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 December 2025

for

DEVOLVER DIGITAL GAMES LIMITED

Page

Company Information

1

Report of the Director

2

Statement of Financial Position

4

Notes to the Financial Statements

5

DIRECTOR:

B P Chadwick

REGISTERED OFFICE:

Devolver Digital Games Ltd

167 - 169 Great Portland Street

London

W1W 5PF

REGISTERED NUMBER:

13460791 (England and Wales)

AUDITORS:

Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the facilitation of United Kingdom based services as part of the international Devolver Digital Group.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

B P Chadwick has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

G S Struthers - resigned 8 December 2025

GOING CONCERN

The directors have a reasonable expectation that the company has adequate resources to continue in existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

DIRECTOR'S INTERESTS IN CONTRACTS OF SIGNIFICANCE

There were no contracts of significance to which the company was a party, and in which the director of the company had a material interest, whether directly or indirectly, subsisting at the end of the year or at any time during the year.

ENGAGEMENT WITH EMPLOYEES

The company has made no qualifying third party indemnity payments for the benefit of the directors during the year.

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Report of the Director 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:

-	select suitable accounting policies 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 enable him to ensure that the financial statements comply with the Companies Act 2006. 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

B P Chadwick - Director

3 September 2026

CURRENT ASSETS

Debtors

4

47,776

106,268

Cash at bank

57,594

19,617

105,370

125,885

CREDITORS

Amounts falling due within one year

5

(27,198

)

(47,847

)

NET CURRENT ASSETS

78,172

78,038

TOTAL ASSETS LESS CURRENT LIABILITIES

78,172

78,038

CAPITAL AND RESERVES

Called up share capital

6

1

1

Retained earnings

78,171

78,037

SHAREHOLDERS' FUNDS

78,172

78,038

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 3 September 2026 and were signed by:

B P Chadwick - Director

1.	STATUTORY INFORMATION

Devolver Digital Games Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).

The balances in the accounts are rounded to the nearest $.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

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 entity after deducting all of its financial liabilities.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into USD at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into USD at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Impairment

At each balance sheet date, the company reviews the carrying amount of its assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 2 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Amounts owed by group undertakings

33,473

90,653

Other debtors

14,303

15,615

47,776

106,268

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

$

$

Taxation and social security

17,017

38,644

Other creditors

10,181

9,203

27,198

47,847

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

$

$

1

Ordinary

$1

1

1

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

As the Directors' report and income statement have been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5b) of the Companies Act 2006:

The auditor's report was unqualified.

Chris Morey (Senior Statutory Auditor)

for and on behalf of Feist Hedgethorne Limited

8.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption under FRS 102 Section 1A from disclosing transactions between the company and its parent company Devolver Digital Inc.

9.	POST BALANCE SHEET EVENTS

Subsequent to the year end, the parent company, Devolver Digital, Inc., announced a proposal to delist from the London Stock Exchange’s AIM market and return to private ownership. The proposal is subject to shareholder approval, with the delisting expected to become effective on 16 September 2026 if approved.

10.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Devolver Digital Inc, a company registered in the United States of America.

The consolidated financial statements of Devolver Digital Inc will be made up to 31 December 2025 and are available for inspection on request at 3267 Bee Caves Rd, #107, Box 63, Austin, Texas 78746, United States.