REGISTERED NUMBER: 10103578 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

NERIAL LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

T Alliot

B P Chadwick

REGISTERED OFFICE:

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

REGISTERED NUMBER:

10103578 (England and Wales)

AUDITORS:

Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

The directors present their 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 video game developer.

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

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

T Alliot

B P Chadwick

Other changes in directors holding office are as follows:

G S Struthers ceased to be a director after 31 December 2025 but prior to the date of this report.

GOING CONCERN

The financial statements have been prepared on the going concern basis. In making this assessment, the directors have considered the company's financial position, cash flow forecasts and the support available from its parent undertaking for a period of at least twelve months from the date of approval of these financial statements.

During the year ended 31 December 2025 the company incurred a loss after taxation of £817,375 (2024: £989,185), representing the second consecutive year of significant trading losses. Revenue also reduced during the year compared with the prior year. These factors indicate that the company remains dependent upon continued financial support from its parent undertaking and the successful execution of future trading plans.

The directors have reviewed detailed forecasts and budgets which demonstrate that the company is expected to have sufficient liquidity to meet its obligations as they fall due. The company is part of the Devolver Digital group and continues to benefit from financial and operational support from the group.

Having considered these matters, together with the continued commitment of the parent undertaking to support the company's operations, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on the going concern basis.

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.

DIRECTOR'S INDEMNITIES

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

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors 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 directors are 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 directors are 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself 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:

T Alliot - Director

25 August 2026

Opinion

We have audited the financial statements of Nerial Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Statement of Financial Position, 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 101 'Reduced Disclosure Framework' (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 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.

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 Auditors' 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 directors' 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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Directors.

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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and tax compliance regulations. We performed audit procedures to detect instances of non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence where relevant authorities, and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included, but were not limited to, testing manual journal entries, reviewing changes to accounting policies and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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 Morey (Senior Statutory Auditor)

for and on behalf of Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

25 August 2026

TURNOVER

294,453

933,300

Cost of sales

-

(133,842

)

GROSS PROFIT

294,453

799,458

Administrative expenses

(1,312,150

)

(2,108,826

)

OPERATING LOSS

(1,017,697

)

(1,309,368

)

Interest receivable and similar income

12,695

3,060

LOSS BEFORE TAXATION

4

(1,005,002

)

(1,306,308

)

Tax on loss

5

187,627

317,123

LOSS FOR THE FINANCIAL YEAR

(817,375

)

(989,185

)

LOSS FOR THE YEAR

(817,375

)

(989,185

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(817,375

)

(989,185

)

FIXED ASSETS

Intangible assets

6

574,097

712,437

Tangible assets

7

6,853

10,733

580,950

723,170

CURRENT ASSETS

Debtors

8

1,743,831

2,612,761

Cash at bank

413,441

256,027

2,157,272

2,868,788

CREDITORS

Amounts falling due within one year

9

(118,198

)

(152,924

)

NET CURRENT ASSETS

2,039,074

2,715,864

TOTAL ASSETS LESS CURRENT LIABILITIES

2,620,024

3,439,034

PROVISIONS FOR LIABILITIES

10

-

(1,635

)

NET ASSETS

2,620,024

3,437,399

CAPITAL AND RESERVES

Called up share capital

11

18

18

Share premium

299,993

299,993

Retained earnings

12

2,320,013

3,137,388

SHAREHOLDERS' FUNDS

2,620,024

3,437,399

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

The financial statements were approved by the Board of Directors and authorised for issue on 25 August 2026 and were signed on its behalf by:

T Alliot - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

18

4,126,573

299,993

4,426,584

Changes in equity

Total comprehensive income

-

(989,185

)

-

(989,185

)

Balance at 31 December 2024

18

3,137,388

299,993

3,437,399

Changes in equity

Total comprehensive income

-

(817,375

)

-

(817,375

)

Balance at 31 December 2025

18

2,320,013

299,993

2,620,024

1.	STATUTORY INFORMATION

Nerial Ltd 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 Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with the Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

For all periods up to and including the period ended 29 April 2021 the company prepared its financial statements in accordance with UK GAAP. These financial statements, including the comparatives, are the first the company has prepared in accordance with IFRS.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Turnover

Revenue represents amounts receivable for the sale of video games and related digital content, stated net of value added tax, sales taxes, returns, rebates and other discounts.

Revenue is recognised when control of the promised goods or services transfers to the customer in an amount that reflects the consideration to which the company expects to be entitled.

Sales of video games:

Revenue from the sale of completed video games through digital distribution platforms is recognised at the point in time when the game is made available to the end customer and control has transferred, which is typically when the sale is confirmed by the platform operator.

Royalties and platform settlements:

Revenue earned through third-party digital storefronts is recognised based on sales reports received from platform operators, adjusted where appropriate for estimates of sales occurring but not yet reported. Revenue is measured net of platform commissions where the company acts as an agent, or gross where it acts as principal, depending on the nature of the contractual arrangements.

Intangible assets

Development costs

Game development costs are capitalised in the balance sheet in the year of expenditure in line with the parent company's capitalisation policy. Costs which do not meet the criteria are expensed through the profit and loss account.

Costs are amortised over a three year period once the game has been released and the amortisation rate is based on 60% in year one and 20% in each of year two and three.

Patents & licences

Trademark costs are capitalised in the balance sheet and amortised over a 10 year period.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

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.

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.

Foreign currencies

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

Employee benefit costs

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 the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

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

2025

2024

£

£

Wages and salaries

446,763

253,003

Social security costs

97,663

50,088

Other pension costs

26,700

13,282

571,126

316,373

The average number of employees during the year was as follows:

2025

2024

Directors

3

3

Operations Staff

11

12

14

15

2025

2024

£

£

Directors' remuneration

59,952

29,066

Directors' pension contributions to money purchase schemes

6,567

2,649

4.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

2025

2024

£

£

Depreciation - owned assets

5,369

11,818

Loss on disposal of fixed assets

-

1,243

Patents and licences amortisation

647

647

Development costs amortisation

347,157

602,078

Auditors' remuneration

9,750

9,517

Foreign exchange differences

195,981

36,694

5.

TAXATION

Analysis of tax income

2025

2024

£

£

Current tax:

Corporation tax

(185,992

)

(315,662

)

Deferred tax

(1,635

)

(1,461

)

Total tax income in income statement

(187,627

)

(317,123

)

6.	INTANGIBLE FIXED ASSETS

Patents and

Development

licences

costs

Totals

£

£

£

COST

At 1 January 2025

6,468

2,036,310

2,042,778

Additions

-

259,217

259,217

Impairments

-

(49,753

)

(49,753

)

At 31 December 2025

6,468

2,245,774

2,252,242

AMORTISATION

At 1 January 2025

647

1,329,694

1,330,341

Amortisation for year

647

347,157

347,804

At 31 December 2025

1,294

1,676,851

1,678,145

NET BOOK VALUE

At 31 December 2025

5,174

568,923

574,097

At 31 December 2024

5,821

706,616

712,437

7.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2025

75,625

Additions

1,489

At 31 December 2025

77,114

DEPRECIATION

At 1 January 2025

64,892

Charge for year

5,369

At 31 December 2025

70,261

NET BOOK VALUE

At 31 December 2025

6,853

At 31 December 2024

10,733

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

392

-

Amounts owed by group undertakings

1,551,411

2,189,224

Other debtors

2,368

2,368

Corporation tax

185,992

412,488

Other taxes & social security

451

3,449

Prepayments & accrued income

3,217

5,232

1,743,831

2,612,761

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

666

627

Amounts owed to group undertakings

41,455

5,017

Other taxes & social security

40,461

47,352

Other creditors

15,793

17,043

Accrued expenses

19,823

82,885

118,198

152,924

10.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

-

1,635

Deferred tax

£

Balance at 1 January 2025

1,635

Accelerated capital allowances

(1,635

)

Balance at 31 December 2025

-

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

175

Ordinary £0.10

£0.10

18

18

No share options have been issued by the company.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

3,137,388

299,993

3,437,381

Deficit for the year

(817,375

)

(817,375

)

At 31 December 2025

2,320,013

299,993

2,620,006

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption under FRS 101 from the disclosure requirements of IAS 24 in relation to transactions with wholly owned members of the group. Accordingly, no related party transactions with wholly owned group undertakings have been disclosed in these financial statements. The ultimate controlling party is disclosed in Note 13.

14.	EVENTS AFTER THE REPORTING PERIOD

Subsequent to the year end, the ultimate parent undertaking, Devolver Digital Inc, announced plans to delist from the stock exchange and return to private ownership. The delisting is expected to take place on or around September 2026.

As part of the wider restructuring of the group, it has also been announced that the employees of Nerial Limited are expected to be made redundant during September 2026.

At the date of approval of these financial statements, the directors understand that Nerial Limited is expected to remain in existence following the restructuring, although the future activities and structure of the company have not yet been finalised. The directors continue to assess the impact of these developments on the company.

15.	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.

16.	SHARE-BASED PAYMENT TRANSACTIONS

Employees of the company may participate in share-based incentive arrangements operated by the ultimate parent undertaking. Any share-based payment expense relating to services received from employees is recognised in accordance with IFRS 2. As permitted by FRS 101 Reduced Disclosure Framework, the company has taken advantage of the disclosure exemptions available in respect of IFRS 2 and has therefore not presented the detailed disclosures otherwise required by that standard.