Devolver Digital FY2024 Annual Report

A
Annual Report and Consolidated Financial Statements
for the year ended 31 December 2024
Devolver Digital Annual Report and Consolidated Financial Statements 2024

Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information
strategic report
strategic highlights 2
financial highlights 3
who we are 4
Non-Executive Chair’s letter to shareholders 6
CEO’s statement 8
awards and nominations 10
in the media 12
future game releases 14
strategy and business model 16
risk factors 24
ESG report 26
CFO’s report 28
corporate governance
Non-Executive Chair’s introduction 32
principles of the QCA code 33
board of directors 36
company policies 38
board committees 39
audit committee report 40
remuneration committee report 41
directors’ remuneration report 44
nomination committee report 46
statement of directors’ responsibilities 47
financial statements
Report of Independent Certified Public Accountants 50
Consolidated statement of profit or loss 52
Consolidated statement of comprehensive income 52
Consolidated statement of financial position 53
Consolidated statement of changes in equity 54
Consolidated statement of cash flows 55
Notes to the consolidated financial statements 56
other information
company and shareholder information 79
glossary 80
Contents
Cult of the Lamb

1
Devolver is a highly respected, award-winning
indie video game publisher and developer,
founded in 2009 by industry veterans.
We work with independent developers from all over the world
to produce and promote the most original, engaging, and
entertaining games. Our philosophy is to treat developers
fairly and prioritise their creativity and brand.
Our experienced, pioneering team delivers an exciting gaming
experience to the Devolver community. Our games continue
to be fan and industry favourites, winning award recognition
year after year.
New games released
10
Annual revenue
$104.8M
Revenue from own IP
27%
Back catalogue revenue
88%
Publishing brands
3
Development studios
7
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

N Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information
INDUSTRY RECOGNITION
RECORD CRITICAL ACCLAIM
79 AVERAGE METACRITIC RATING FOR OUR TITLES
(2023: 76)
CONTINUED AWARDS SUCCESS
PUBLISHER OF THE YEAR , 2024 NextPlay Game Awards
NEVA Winner of Artistic Achievement at the 2025 BAFTA Games
Awards; Winner of Games for Impact and 2x nominated at the
2024 Game Awards; Winner of Emotional Impact at the 2024 Indie
Game Awards; 1x 2025 DICE Awards nomination
THE PLUCKY SQUIRE 2x 2025 BAFTA nominations; 2x 2024
Games Awards nominations; 2x 2025 DICE Awards nominations
ANGER FOOT, CHILDREN OF THE SUN and THE CRUSH HOUSE
2025 Independent Games Festival nominations

ESTABLISHED MODEL OF
PUBLISHING INDIE GAMES
DEVELOPERS REMAIN OUR KEY PARTNERS
INVESTING IN OUR KEY FRANCHISES
HEALTHY, DIVERSE PIPELINE OF
EXCITING GAMES
EXTENDING THE LIFECYCLE OF OUR
BACK CATALOGUE TITLES
A STRONG PLATFORM TO BUILD ON
TRACK RECORD OF HIGH-QUALITY RELEASES
130 TITLES PUBLISHED
FUN-FILLED GAMES
10 NEW TITLES RELEASED IN 2024
(2023: 11)
SUCCESSFUL PAID CONTENT RELEASES
FOR CULT OF THE LAMB , THE TALOS PRINCIPLE 2 ,
SYSTEM ERA’S ASTRONEER, AND FIREFLY’S
STRONGHOLD: DEFINITIVE EDITION
strategic highlights
Neva
Terra Nil

3 Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information
financial highlights
INCREASED REVENUES OF
$104.8M
FINANCIAL PERFORMANCE REFLECTS
WELL-RECEIVED NEW TITLES AND
STRONG BACK CATALOGUE
RETURN TO POSITIVE
ADJUSTED EBITDA

$5.1M
STATUTORY
NET LOSS
OF $6.4M
BALANCE SHEET STRENGTH
CASH HOLDINGS OF
$41 .6 M
CASH HOLDINGS SUPPORT INVESTMENT
INTO GAME DEVELOPMENT AND PROVIDE
OPPORTUNITIES FOR M&A
DIVERSIFIED
REVENUES
BACK CATALOGUE
REVENUE OF
88%
(2023: 83%)
DRIVEN BY CONTINUED
STRONG DEMAND FOR
FAN FAVOURITES
CULT OF THE LAMB ,
INSCRYPTION ,
ENTER THE GUNGEON ,
THE TALOS PRINCIPLE 2 ,
AND ASTRONEER
The Plucky Squire
Return to Monkey Island
Cult of the Lamb
Devolver Digital Annual Report and Consolidated Financial Statements 2024

2009
2010
2011
2012
2013
2014
2015
2016
2017 2018
2019
2020
2021
2022
2023
2024
4
2009
DEVOLVER FOUNDED
Devolver was formed as a digital-only
developer-first publisher , which
principally released titles on PC via
Steam. Working with original developer
Croteam and other small studios,
Devolver successfully published several
games in the Serious Sam series for
release on PC, mobile and VR.
2012
HOTLINE MIAMI RELEASED
Following the early financial success of the
Serious Sam series, the Group branched out
and began collaborating on new franchises
and titles with other development studios.
Devolver’s first breakout hit was Hotline Miami
in 2012. It received critical acclaim, putting
Devolver in the indie spotlight.
2016
ENTER THE
GUNGEON RELEASED
A fast-paced dungeon
crawler and shooter,
released on PC and
PlayStation. The title was
ported to Xbox a year later,
and then to Switch at the
end of 2017. The title was
a success for Devolver
and US-based developer
Dodge Roll, who were
subsequently acquired
by Devolver in July 2021.
2013
SHADOW WARRIOR RELEASED
A reboot of a title released in 1997
through G.O.D. Games. Devolver licensed
the IP for the franchise alongside Polish
video game developer Flying Wild Hog,
with the aim of creating a newly
imagined title and revitalising the series.
A sequel was released in 2016, Devolver
acquired the IP outright in 2018 and a
third title was released in 2022.
Devolver is an award-winning digital publisher
and developer of indie video games.
Devolver has been built over 15 years by industry
veterans with deep, wide-ranging relationships in the
gaming sector. Winner of Publisher of the Year at
the 2024 NextPlay Awards, Devolver’s proven model
curates and publishes high-quality premium games.
We use our brand, innovative marketing and global network of
partners and platforms to make games discoverable and give them
profile with gaming audiences. Devolver has published 130 games,
including a number of indie cult classics.
Founded by Harry Miller (CEO), Graeme Struthers (Chief Operating
Officer), Nigel Lowrie (Chief Marketing Officer) together with Rick
Stults and Mike Wilson, Devolver is the “developers’ publisher”.
Devolver games receive consistent industry recognition. Neva won
at the BAFTA Games Awards 2025 and The Game Awards 2024,
alongside nominations at both Awards for The Plucky Squire. Our titles
also received 1 win and 5 nominations at the Indie Game Awards,
3 nominations at the DICE Awards 2025 and 3 nominations at the
Independent Games Festival Awards.
Devolver has selectively acquired studios and IP to enhance its
pipeline and long-term international growth strategy. Following the
acquisition of System Era Softworks in October 2023, Devolver has
7 development studios across the United Kingdom, the Netherlands,
Croatia, Poland and the United States. In August 2024, Devolver
announced the launch of Big Fan Games, a complementary publishing
label focused on licensed IP games.
The Group had 276 team members globally across Europe, Asia,
Australia, North America and South America at the end of 2024.
who we are
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

2009
2010
2011
2012
2013
2014
2015
2016
2017 2018
2019
2020
2021
2022
2023
2024
5
who we are continued
2020
FALL GUYS RELEASED
Fall Guys was an instant success,
becoming the most downloaded
PlayStation Plus title in history and
generating over $150M revenue for
Devolver in the year to 31 December
2020 alone. The developer,
Mediatonic, was acquired by Epic
Games in March 2021, at which
point the Group sold
the publishing rights to Epic Games.
Devolver has retained the merchan-
dising rights for Fall Guys for 6 years.
2023
ACQUISITION OF DOINKSOFT AND SYSTEM ERA
In January 2023 Devolver acquired the IP, assets and development
team of Doinksoft, a small development studio based in Oregon,
United States. Doinksoft created Gato Roboto and Gunbrella, which
were published by Devolver in 2019 and 2023 respectively.
In October 2023 Devolver acquired System Era Softworks, an
award-winning, multi-platform video game developer and the creator
of Astroneer, a highly successful, space-exploration themed,
multiplayer sandbox adventure game. The acquisition represents a
strategic opportunity for Devolver to expand outside of its core
strength of premium indie titles, leveraging System Era’s knowledge of
Expandable Game style development, as well as its live operations
technology and existing IP.
The acquisitions bring Devolver’s combined first-party IP and
franchises to more than 15, encompassing over 40 individual titles.
2024
2024 saw continued critical acclaim for
Devolver’s titles with a record average
Metacritic score across our new releases,
including scores at and above 80 for Neva ,
Children of the Sun, Sumerian Six and
Dicefolk. In October 2024 Devolver
announced the launch of Big Fan Games, a
new video games publishing label dedicated
to adaptations of entertainment brands.
Through the label, Big Fan Games will give
developers the chance to create original
game adaptations using the worlds and
characters of iconic film, television, and
comic properties.
2022
CULT OF THE LAMB
RELEASED
Cult of the Lamb was a smash hit
from the pre-sales to present day.
During the Steam Next Fest week in
June 2022, Cult of the Lamb was the
number 1 wish-listed game of all
demos featured. The game beat all
Devolver records for first day and
first week unit sales on all platforms,
excluding 2020’s Fall Guys. At the time
of reporting, the game has seen
7 award wins and received 16
nominations and honourable
mentions, including being shortlisted
for the BAFTA’s Game of the Year.
2021
ACQUISITIONS &
SUCCESSFUL IPO
Following acquisitions
including Devolver’s
long-term partner studios
Croteam, Dodge Roll and
Nerial, as well as another
developer, Firefly, and
complementary publisher
Good Shepherd, Devolver
successfully listed on the
AIM Market of the London
Stock Exchange (“LSE”) in
November 2021, the largest
ever US-based company to
list on the LSE.
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6
Despite some challenging gaming market conditions in 2024,
Devolver’s steady focus and all-round teamwork resulted in the
Company posting a tangible improvement to Adjusted EBITDA
profitability. Notably, the new games released in 2024 achieved
a record high full-year average Metacritic score of 79 and
positive player reviews, underlining the appeal of those titles
amongst fans and improving longevity of sales. Alongside new
releases, investment in successful franchises and the strength
of the back catalogue have also continued to build a growing
diversified revenue base, further developing a solid platform for
continued growth in 2025. Looking back on the year
2024 has been a year in which Devolver has shown its creative
and entrepreneurial mettle.
With Harry Miller stepping back into the driving seat as Chief
Executive and with Graeme Struthers bringing his deep
production expertise into the boardroom as COO, working
alongside longstanding CMO Nigel Lowrie; Devolver’s innovative
team working with our talented partners has driven strong
growth in back catalogue revenues and delivered new,
acclaimed releases.
Award-winning games such as The Plucky Squire and Neva
garnered plaudits along with high quality fan scores and user
reviews which bolstered front catalogue revenues along with
Anger Foot and Pepper Grinder. New releases were supported by
continued strength in back catalogue revenue which delivered
+20% year-on-year growth with titles such as Cult of The Lamb
and Inscryption continuing to drive strong demand.
As part of the forward strategy of ongoing investment into
successful franchises, August 2024 saw the release of Cult
of the Lamb’s co-op gameplay update and paid downloadable
content (“PDLC”) which performed strongly.
2024 also saw a full year contribution from 2023 acquisition
System Era and their iconic title Astroneer. Astroneer reached a
new milestone with the successful release of the Glitchwalkers
PDLC, generating new revenues and boosting base game sales.
The “developers’ publisher”
Devolver Digital is an award-winning digital video games publisher and developer – one
of the most recognisable labels in the indie market. Built by highly experienced industry
veterans with deep, wide-ranging relationships in the gaming sector, Devolver continues to
deliver a fun-infused experience for its fans.
Non-Executive Chair’s letter to shareholders
“
2024 has been a year
in which Devolver has shown
its creative and
entrepreneurial mettle.”
Volvy
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

Gunbrella
Pepper Grinder
7
Non-Executive Chair’s letter to shareholders continued
Throughout the year, Devolver has also continued its disciplined
approach to cost control, with operating expenses remaining at
similar levels to FY23. A continued focus on cost control will be
ongoing throughout 2025.
These combined strategies continued the momentum of a
return to positive Adjusted EBITDA established in the second
half of 2023 and were accompanied by a strong cash balance
sheet. We were pleased to meet our guidance for the full year
with revenues of $104.8M and Adjusted EBITDA of $5.1M.
Alongside all our teams across the Group and our partners, we
would like to thank our shareholders for their continued support,
and we welcome new investors who joined Devolver during
2024.
Looking to the future
The Company has again demonstrated its strong commitment
to high quality games and engaging its fan base and has met
the challenges of a demanding market with that commitment.
As we move into 2025, our refocused policy of investing the
right amount of time, effort and money into our titles along with
supporting strong creative teams remains the best way to do
justice to our forward pipeline of more than 30 releases plus
additional SKUs and content scheduled for the coming 3 years. As 2024 has been a year of recovery, we look forward to 2025
as a year in which we expect to see further improvement as we
build on our successful track record of releasing exciting games
for our ever-growing community of fans, prioritising quality of
content to unlock long-term value for gamers and shareholders
alike.
Kate Marsh
Non-Executive Chair
(Harry Miller was Executive Chair
until 31 January 2024)
15 April 2025
Non-Executive Chair’s letter to shareholders
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8
Return to growth in 2024 and industry
recognition
This year was about returning to profitable growth. We are
committed to developing exciting, creative games and there have
been several positive developments in 2024 with the release of
10 new titles. We were particularly pleased that we have finished the
year with record full-year Metacritic score of 79 for released titles.
Major titles continued to receive industry recognition. We are
incredibly proud of Neva ’s achievement of an 87 Metacritic score
and award wins for Artistic Achievement at the BAFTA Game
Awards and Games for Impact at The Game Awards. The Plucky
Squire boasts a strong 78 Metacritic score and was also
nominated in Best Debut and Family categories at the BAFTA
Game Awards alongside Best Debut Indie Game at The Game
Awards. Critics reviews remain an important reference point and
we believe can bolster the longevity of our games.
We have one of the most experienced teams in the industry who
work tirelessly with our platform partners to deliver indie games
to our ever-growing community of fans. We also continue to
build on our back catalogue strength through a variety of
strategic levers, such as new Paid Downloadable Content
(“PDLC”), sequels, porting to new platforms, adding languages,
new bundle agreements and optimising platform sales
opportunities. Platform deal demand rose compared to a trough
in 2023 due to renewal cycles of back catalogue titles and
specific front catalogue deals.
Building on back catalogue strength
Our back catalogue includes all titles released before the 2025
calendar year. Over our 15-year history we have published 130
games, and have also acquired a number of additional legacy
titles through our acquisitions.
Our back catalogue has delivered a revenue growth of over 20%
this year, and continues to provide a strong foundation to our
overall business, accounting for 88% of total revenues in 2024.
This is higher than 83% in 2023, primarily due to strong performance
of Cult of the Lamb, BAFTA-winning Inscryption, and a full year
contribution from System Era’s iconic Astroneer title.
Astroneer in particular has been a strong contributor to our
revenue in 2024, and the acquisition of System Era aligns with
our broader vision of building expertise in the expandable games
market. This is supported by the fact that Astroneer continues to
perform strongly entering its ninth successive year and we
expect it to positively contribute to EBITDA going forward as the
game will continue to publish new PDLC, such as this year’s
successful release of Glitchwalkers PDLC generating new
revenues and boosting base game sales.
We are seeing the same effect with Cult of the Lamb’s PDLC
which performed strongly as part of the strategy of ongoing
investment into successful franchises.
This strategy has resulted in a consistent and strong increase in
back catalogue sales.
Developing exciting, innovative games and building engaged and inspired communities is at
the heart of what we do at Devolver.
CEO’s statement
“
We have a busy release
schedule for 2025, a strong
balance sheet, exciting
developments with
platform partners, and an
expectation of improved
profit performance in 2025.
We are confident of our
future progress.”
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9
CEO’s statement continued
A rich pipeline of exciting games
Improving our craft remains the core tenet of our organic indie
growth strategy and we will continue to deliver unique and
high-quality games in 2025 and beyond. We have a rich pipeline
of more than 30 new games, diverse in terms of titles,
developers, platforms, and geography, scheduled for release over
the next three years with title visibility into 2027. Our release
schedule for 2025 anticipates at least 13 new titles including The
Talos Principle: Reawakened, Baby Steps, Possessor(s) and GORN
2 . Our subsidiaries Good Shepherd, Big Fan and Firefly have a
strong line-up with Moroi, TRON: Catalyst and Stronghold
Crusader: Definitive Edition ready to hit the market in 2025. In
addition, work is currently underway on the System Era team’s
next title release, Starseeker: Astroneer Expeditions.
We also have ongoing planned releases of PDLC updates for
successful titles Astroneer and Cult of the Lamb. Through this
expandable games model, we seek to foster long-term
engagement with fans while maximising revenue. With Astroneer,
we see how dynamic content updates offer a fresh experience to
new and existing players, enhancing retention. Long-term
community engagement is central to everything we do at
Devolver.
This year also marked Devolver’s 15th year anniversary. Our
iconic live broadcast formed part of the Summer Game Fest
2024 in June, where we featured reveals of future new releases
and expansions to Cult of the Lamb and The Talos Principle 2.
While striving for innovation, we are also mindful of expenses
and have a disciplined approach to creativity that does not hinder
commercial viability. Average cost per title for third party games
is expected to continue to reduce in 2025, reflecting a deliberate
recalibration of the mix between higher cost and lower cost
games.
Current trading and outlook
2024 has been a pivotal year for Devolver as we returned to
profitable growth and set our business up for future success, and
we look into 2025 with confidence.
A combination of more title releases and increased investment
into our own IP should support gross margin expansion during
the year, and we expect modest revenue growth and a further
expansion in Adjusted EBITDA. In addition to new titles, we are
also planning further releases of PDLC for some of our most
successful titles in the wake of the success of that strategy in
2024.
Another area of excitement for us is the reveal of Nintendo’s
Switch 2 in April and our partnership with them which will see
several of our games included on the platform. This is an exciting
milestone for Devolver which underscores the value our partners
see in our indie publishing brand. We are particularly thrilled because this means more people will
play Devolver games, as we continue to build engaged and
inspired communities.
While gaming market conditions remain challenging, we face the
future with confidence. With a strong pipeline of new releases
with unique gameplay and creative design, continued
contribution from extensive back catalogue and our return to
positive Adjusted EBITDA, we are confident of further progress in
2025 and in the future.
Harry Miller
Chief Executive Officer
(Douglas Morin was CEO until 31 January 2024)
15 April 2025
CEO’s statement
Skate Story
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

10
Neva
awards and nominations
Highlights from 2024
Devolver games achieved consistent industry recognition in 2024.
At the 2025 BAFTA Games Awards, Neva won in the Artistic
Achievement category and The Plucky Squire was nominated in the
Debut Game and Family categories. Neva has also seen award wins
including Games for Impact (The Game Awards 2024), Emotional
Impact (The Indie Game Awards 2024) and Best Character
Animation in a Video Game (Annie Awards 2025). We additionally
saw a raft of nominations for our titles across The Games Awards
2024, GDC Awards 2025, IGF Awards 2025 and DICE Awards 2025.
Furthermore, Devolver was proud to receive the Publisher of the
Year award at the 2024 NextPlay Game Awards. Awards
NEVA Emotional Impact
WINNER
NEVA Best Character Animation in a Video Game
WINNER
NEVA Artistic Achievement
WINNER
NEVA
Games for Impact
WINNER
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

11
awards and nominations continued
2025
2025 2025
Nominations
THE PLUCKY SQUIRE
Debut Game
Family
NEVA
Artistic Achievemen
t (Winner)
CHILDREN OF THE SUN
Excellence in Visual Art
ANGER FOOT
Excellence in Audio
THE CRUSH HOUSE
Wings Award
NEVA
Best Visual Art
Social Impact
Honourable Mention for Best Audio
Honourable Mention for Best Narrative
THE PLUCKY SQUIRE
Honourable Mention for Best Debut
Honourable Mention for Innovation Award
NEVA
Best Art Direction
Best Independent Game
Games for Impact (Winner)
THE PLUCKY SQUIRE
Best Debut Indie Game
Best Family Game
THE PLUCKY SQUIRE
Outstanding Achievement in Art Direction
Family Game of the Year
NEVA
Outstanding Achievement in Animation
NEVA
Best Art
Best Narrative
Best Sound
Best Game
THE PLUCKY SQUIRE
Best Game
Best Game for Kids
CHILDREN OF THE SUN
Solo Development
NEVA
Game of the Year
Emotional Impact (Winner)
THE PLUCKY SQUIRE
Visual Design
KARMAZOO
Innovation
MASSIVE MONSTER
Community Management
THE PLUCKY SQUIRE
Best Indie Game
Best Trailer
NEVA
Excellence in Audio
Excellence in Visual Art
TERRA NIL
Game Beyond Entertainment
THE COSMIC WHEEL
SISTERHOOD
Excellence in Narrative
2 Honourable Mentions for Seumas McNally
Grand Prize and Nuovo award
SLUDGE LIFE 2
Honourable Mention for Excellence in Visual
Arts award
TERRA NIL
Mobile Game of the Year
TERRA NIL
Social Impact award
2025
2025 2024
2025 20242024
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

5/5 9/10
10/10
4/5
10/10
5/5
10/10
12
55.6%
Europe
16.2%
Asia Pacific
13.1%
Latin America
10.1%
North America
5.1%
ANZ
in the media
Neva was a standout critical success for Devolver and developer Nomada, with an average Metacritic score of 87.
Other 2024 releases Children of the Sun, Sumerian Six and Dicefolk all achieved Metacritic scores at or above 80, with
Anger Foot, The Plucky Squire and Pepper Grinder close behind. The Talos Principle 2 DLC Road to Elysium also received
acclaim with a 90 Metacritic score. A sample of the media coverage of our games is highlighted below.
PR coverage by territory
Neva
“ Neva is one of the
most beautiful
games I’ve ever
played” The Plucky Squire

“ A true expression
of what’s possible
through gaming”
The Plucky Squire

“ The Plucky Squire is
a phenomenal game
from a debut studio
and is an absolute
must-play.”
Pepper Grinder

“ Pepper Grinder feels
like a game in which
you’re a sewing
needle, dancing in
and out of fabric,
precise, artful,
joyous.” Neva

“ I truly think that
everyone should
play Neva at some
point; it’s hard to
imagine someone
not feeling profound
emotion from this
trim but unforgettable
release”
Neva
“ Rarely do games
move me to tears, but
this tale of a woman
rearing her cub in
a world plagued by
demons had a deep
emotional effect”
Children of the Sun

“ It is a genuine
pleasure from start
to finish, as dark and
uncomfortable as
it may be.”
10/10
Sumerian Six
“ Sumerian Six is
easily one of the
best stealth games
I’ve played.”
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

13
2024 on Metacritic & OpenCritic
in the media continued
18.5k articles in 69 countries
THE TOTAL NUMBER OF ARTICLES WRITTEN ABOUT DEVOLVER OR DEVOLVER-PUBLISHED GAMES
6m engagement on 4k owned posts
CLICKS ON DEVOLVER’S AND DEVOLVER’S DEVS’ SOCIAL POSTS
1.3bn video views on socials

NEW VIEWS ON VIDEOS MADE BY OR ABOUT DEVOLVER OR
DEVOLVER-PUBLISHED GAMES (645M OF THOSE VIEWS WERE ON
TIKTOK, 340M ON YOUTUBE, 145M ON TWITTER,
AND 76M ON INSTAGRAM)
19.6m hours on
136k streams
TOTAL NUMBER OF HOURS
WATCHED BY VIEWERS
Dicefolk 8079
Pepper Grinder 7979
Children of the Sun 8181
Anger Foot 7978
The Crush House 7376
Sumerian Six 8180
Demon’s Mirror 7681
The Plucky Squire 7882
NEVA 8787
Stronghold Castles was a mobile release which did not receive a Metacritic or OpenCritic score.
Devolver Digital Annual Report and Consolidated Financial Statements 2024Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

14
The annual Summer Games Fest once again proved to be the industry’s tentpole event, and
marked Devolver’s first appearance at Play Days, the industry-only in-person portion of the show,
where we invited press and influencers from around the world to sample upcoming games
including, Skate Story. Skate Story was also chosen to be part of Tribeca’s New York Festival,
while 2024’s edition of Devolver Direct debuted trailers for Possessor(s) and Tenjutsu from
acclaimed developers Heart Machine and Deepnight Games. In November, Devolver Delayed
confirmed that Baby Steps and Stick it to the Stickman would be joining Skate Story in 2025, and
led to further positive coverage from press.

Check out some of our upcoming releases:
future game releases
Forestrike
is a tactical kung-fu fighting game with a supernatural
twist. Here you will use your ‘foresight’ ability to visualise
fights before they happen and hone your skills then rumble
in reality, where defeat means starting over from scratch.
The Talos Principle: Reawakened
is a definitive edition which revisits the groundbreaking
narrative of The Talos Principle, immersing players in an
expanded and remastered journey through the world of the
Simulation. The Talos Principle: Reawakened will invite you
into the world of thought-provoking puzzles, philosophical
intrigue, and breathtaking visuals.
Baby Steps
is a literal walking simulator where you can explore a world
shrouded in mist, one step at a time. Through hiking the
serene mountains by placing each footstep yourself, you
fall in love with the local fauna, and try to find meaning in a
wasted life.
Moroi
is a grimdark fairytale with an even darker sense of humor.
Experience frantic combat, perplexing puzzles, and a
twisting narrative anchored by a bizarre cast of characters.
Can you break free from eternal madness?
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

15
future game releases continued
Possessor(s)
is a fast-paced action side scroller with combat inspired
by platform fighters, a story told through dangerous
characters, set in a deep interconnected world ready for
exploration.
TRON: Catalyst
is an all-new story-driven, isometric action-adventure game,
set in the immersive and diverse locations of the Arq Grid
introduced in TRON: Identity. TRON: Catalyst pulls you back
into the world of Disney’s TRON to battle multiple opposing
factions in the latest imaginative story from Bithell Games.
GORN 2
is a sequel to the popular VR gladiator simulator. In this
next instalment, ascend to a heavenly realm populated by
all the warriors you killed in the original GORN—then kill
them all again.
Stick it to the Stickman
is a practical guide for anybody seeking to climb the corporate
ladder in the fastest way possible. A groin-kicking, staple-
gunning, chainsaw-wielding roguelike brawler loaded with
high-impact, physics-based combat, copious amounts of
coffee, and weaponized farts. Players are invited to batter their
way through coworkers, middle-management, and bosses,
learning more powerful “business techniques” on their way to
becoming CEO of the worst company in America.
Skate Story
is an action-packed game where you grind your way
through the ash and smoke of the Underworld as you take
on a seemingly impossible quest. Skate fast to destroy
demons and save other tortured souls on your journey from
fragile beginner to a hardened skater.
Shotgun Cop Man
is a precision platformer from the developer of My Friend
Pedro where your weapons are your wings. Shotgun
Cop Man’s boomstick and pistol (and other devastating
weapons procured on-site) aren’t just used for slaying
demons, but traversing the depths of Hell as well. Your
diabolical arsenal lets you jump, launch, and propel yourself
through the game’s challenging, chaotic levels, dodging
enemies, leaping gaps, and scaling walls.
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16
strategy and business model
1 DEVELOP OUR PIPELINE
Devolver Digital will continue to publish
critically-acclaimed games from
independent developers. Our pipeline for
the next three years includes more than 30
titles, many of which are from developers
we have already enjoyed successful
publishing partnerships with in the past.
We have brought the average cost of New IP
titles down while maintaining the incredible
diversity of styles and genres that have
always characterized Devolver’s portfolio.
We have done this while attracting the best
development talent in the industry, with
several marquee developers choosing to
seek out partnership with Devolver.
We are investing more in our own
successful IP and our first-party spending
has increased as a proportion of our total
portfolio investment. This is driven not
just by investment into new entrants from
our key performing franchises, but also by
fresh investment into definitive editions
and remasters, an exciting new category
of product for Devolver. The depth and
enduring appeal of our back catalogue
puts Devolver in a unique position to take
advantage of these opportunities, with
several of these titles planned over the next
three years.
The development cost of these titles
is comparatively low to other portfolio
investments and we see community
demand for these franchise entrants. Whilst
we view these as high potential products
in their own right, they will also allow us to offer new bundle configurations in key
platform marketplaces, which will continue
to sustain the commercial longevity of
our releases and overall back catalogue
strength. The next title in this category,
The Talos Principle: Reawakened, is due
to release in 2025. It is an Unreal Engine
remake of the original The Talos Principle,
bringing it visually up to date with The Talos
Principle 2, adding 8 hours of new content,
and a new level editor.
In October 2024 Devolver launched its new
sister label, Big Fan Games. Big Fan Games
represents a fantastic new opportunity for
the Devolver Group to leverage its expertise
in finding cutting-edge game concepts,
its incredible network of world-class
independent development partners and its
access to high value entertainment IP. With
Big Fan Games, we can work a range of IP
holders from household name licensors
such as Disney and HBO to cult licensors
such as Dark Horse Comics and Rebellion.
There are already multiple exciting titles in
Big Fan Games’ pipeline for launch within
the next three years.
2 EXPANDABLE GAMES PUSH
Devolver is continuing its push into the
Expandable Games space – publishing
premium games that continue to engage
the community and bring in new players for
years after release through timeless game
design and a regular cadence of paid and
free content.
A key part of this strategy is to deliver real
value to Devolver’s loyal players. This means
DLC that is much more than simple vanity
items such as player character costumes
etc. Devolver’s philosophy is that DLC for
expandable games, especially if it is paid
DLC, should include meaningful additional
content in the form of levels, characters,
features and storylines. This is exactly
the approach taken with Cult of the Lamb
which had two large updates last year
incorporating paid and free elements,
both of which drove renewed engagement
with existing players and commercially
significant additional sales to new players.
In 2024 we also delivered the first major
DLC for Astroneer, “Glitchwalkers”, since
acquiring the developer System Era in 2023.
This was Astroneer’s first ever paid DLC,
despite the game being in its eighth year
of active post-launch support. Similar to
Cult of the Lamb, Astroneer’s DLC delivered
increased engagement from existing fans
and generated a fresh spike in sales to new
players.
We consider DLC for our expandable titles to be high margin revenue that places a low
burden of cash and people resource cost on
our publishing business.
Devolver’s portfolio over the next three years
reflects this trend, with planned investment
into new expandable games increasing by
nearly 70% between 2024 and 2026 and
investment into expandable content for
already launched games (DLC etc.) planned
to increase by nearly 65% between 2024 and
2025. These trends are likely to continue into
2027 and beyond. We are extremely excited
about the more than a dozen expandable
games signed for the future portfolio and
expect several of those to follow the long
lifecycle paths demonstrated by Cult of the
Lamb and Astroneer.
There are four key components to our growth strategy
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strategy and business model continued
3 REFINE OUR CRAFT
Over the past year, we have found several
ways to work smarter within Devolver’s
publishing organisation, with both
first-party studios and trusted external
development partners. We have developed
our in-house data gathering and analysis
capabilities alongside utilising external,
already processed market data, to better
support Greenlight game selection, portfolio
management and marketing processes,
as well as how we prioritise spend on
localisation, ports and expandable content.
We have also been making crucial
investments into the technology behind our
first party IP. Moving to Unreal Engine for
both Talos titles with Croteam and for future
Stronghold releases with Firefly is not only
about delivering high-quality new entrants in
those franchises, but also securing franchise
appeal over the longer term for subsequent
releases. This is seen in our upcoming
release The Talos Principle: Reawakened,
which is a beneficiary of the investment into
switching to Unreal Engine for The Talos
Principle 2.
Devolver has always maintained strong
relationships with platforms such as Sony,
Microsoft and Nintendo. We continue to
pursue deals on PlayStation Plus, Xbox
Game Pass, Apple Arcade and others. Many
Devolver franchises continue to attract
the attention of these partners and we are
optimistic that this will remain an important
part of how we do business on console. We have done great business on Nintendo
Switch since its launch eight years ago
and expect the near-term arrival of Switch
2 to present another great opportunity for
Devolver to expand its business on console.
4 SELECTIVE M&A
Devolver remains open to acquiring studios,
IP or complementary services that can help
to grow our business. Devolver has strong
internal processes for finding, qualifying and
taking advantage of relevant opportunities
and we continue to invest meaningful effort
in evaluating opportunities as they arise.
The successful acquisition of System Era in
2023, which has been a strong revenue and
EBITDA contributor in 2024, demonstrates
our ability to offer mutually beneficial value to
acquired partners.
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130
120
110
100
90
80
70
60
50
40
30
20
10
0
Cumulative titles released
Dec 09
Dec 10
Dec 11
Dec 12 Dec13
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 19
Dec 20
Dec 21
Dec 22
Dec 23
Dec 24
FRANCHISE NUMBER OF
TITLES RELEASED AVERAGE METACRITIC
RATING DAT E

OF FIRST RELEASE CUMULATIVE LIFETIME
REVENUE RANGE OWNERSHIP
11
692009 US$45m+
Own-IP
2 782012 US$30m+
Third-Party
3 732013 US$35m+
Own-IP
2 862014 US$20m+
Own-IP
2 782016 US$40m+
Own-IP
5 782016 US$20m+
Own-IP
9* 80*2001* US$15m+
Own-IP
1 712016 US$80m+
Own-IP
*
The Stronghold franchise is self-published by Firefly Studios; revenues and Metacritic scores relate to the period after Firefly was acquired by
Devolver in June 2021
18
strategy and business model continued
Published titles
Cumulative titles released

Excludes titles acquired or publishing rights sold
Portfolio, platforms and lifecycle
Devolver has published 130 titles, including 10 new
releases in 2024 and 120 back catalogue titles.
The published titles chart illustrates the steady
game publishing progression from 2009 to the
end of 2024.
Within Devolver’s portfolio, there are eight notable multi-year titles and
franchises: Serious Sam, Shadow Warrior, Enter the Gungeon, Reigns,
Hotline Miami, The Talos Principle, Stronghold and Astroneer. Of these,
Devolver owns the IP of all but Hotline Miami.
Each franchise provides long-term revenue generation post-release.
Gungeon
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130
120
110
100
90
80
70
60
50
40
30
20
10
0
Dec 09
Dec 10
Dec 11
Dec 12 Dec13
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 19
Dec 20
Dec 21
Dec 22
Dec 23
Dec 24
19
strategy and business model continued
Business overview
Since launching in 2009, Devolver has partnered
with c.100 developers to publish 130 indie
games, and release over 50 ports, primarily
through third-party publishing agreements.
Third-party partnerships have been essential to
Devolver’s success to-date, and still form the
majority of Devolver’s published titles.
Typically, titles are generally either fully or
partially funded by Devolver. In limited cases,
projects come to Devolver at a late stage and
little or no funding for development is required.
Funding is structured in varying amounts
through developer advances pursuant to a
milestone plan. Generally, once costs are
recouped, future revenue is apportioned
between Devolver and the developer based on
equitable sharing agreements. Devolver’s full-service publishing offering covers
all aspects of a project’s lifecycle from inception
to the end of its commercial life. This includes
project management, development assistance,
technical support, creative consultation and of
course best-in-class marketing. Pre-release
interest is generated through tailored marketing
programmes, PR, promotions, and leveraging
digital distribution platform relationships. The
Group’s broad offering continues to attract both
established and early-stage developers. Of the
c.25 development partners working on non-1st
party pipeline titles, over half are repeat
partners. Similarly, there are high-profile first
time partners that purposefully sought out a
relationship with Devolver for sequels to their
large established franchises, such as with No
Breaks Games for Human Fall Flat 2.
The process from identification to post-release
management can be seen in the diagram
below. The Group has acquired standalone IP and
long-term development partners, which has
brought franchises in-house. Management
believes there are advantages to having a
balanced business model, allowing the Group
to work with the newest and most innovative
indie developers as their publisher, as well as
owning and developing its own stable of
games.
Title selection & onboarding
Devolver receives and vets over 1,000
unsolicited title pitches per year at varying
stages of progress, from initial concept to
fully-formed games. Devolver does not require
developers to hand over the IP or sequel rights
to their games, which the Group believes is
attractive to creators. Devolver’s approach is successful – over 85%
of titles published since inception (where
released for more than 12 months) have
generated a positive return on investment.
Devolver’s Greenlight process filters inbound
and internal proposals down to c.10+ titles for
release annually. Promising ideas will receive
input from members of the team from across
the Group, including production, marketing,
technology, finance and more. Devolver looks
for titles that are creative, exciting, high quality
and innovative.
Devolver’s core Greenlight team is made up of
experienced industry players with many
decades of cumulative experience, who can
recognise high-potential games and
development teams.
1 Sourcing & selection 4 Post-release
2 Production &
development 3 Publishing
Receive 1,000+
title pitches p.a. GreenlightCurate &
publish c.10+
titles per year
•• AAA-quality production

•• Dedicated porting &
localisation partners

•• Technical & gameplay
testing
Game selection and lifecycle overview
•• Best in class original
marketing

•• >4m social media
followers

•• Global distribution
& PR

•• Devolver brand uplift
•• Expandable games

•• (P)DLC development

•• Publisher sales

•• Back catalogue
storefront
management
Children
of the Sun
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Terra Nil
20
strategy and business model continued
PC
Console
Mobile
Other 44%
10%
45% 1% 2024
revenue
Diverse business model
1. TITLES
Devolver’s wide variety of releases means the
Group is not reliant upon the performance of
any single title or franchise. Title diversification
allows Devolver to benefit from the significant
upside of a breakout hit, but also lowers the
risk profile of the Group.
A prudent approach to planning, budgeting and
appropriately investing in individual titles has
ensured that Devolver continues to generate
revenues and profits from a wide mix of
games.
In the twelve-month period ended 31
December 2024, sales from the top 5
performing titles contributed approximately
54% to total revenue.
2. PLATFORM
Devolver’s revenues are varied across
platforms, with 49% of revenue from PC, 43%
from console, 7% from mobile and 1% other in
the twelve-month period ended 31 December
2024.
The Group has continued to diversify revenues
and reduce its reliance on PC. Devolver is
continuing to capitalise on the growth in the
mobile segment, with a growing mobile title
offering. Devolver has strong relationships with
digital distribution partners across all
platforms, including Sony PlayStation, Steam,
Nintendo, Microsoft Xbox, Apple Arcade,
Google, 4399, NetEase, Tencent and Netflix.
3. GENRE
Devolver’s selection process has no bias
towards any one individual genre, artistic style,
visual fidelity, environment or storyline. The
Group has had success across a variety of
genres including more adult audience
segments such as role playing games
(“RPGs”), roguelikes, shooters and beat em’
ups, as well as multi-generational family
friendly segments across genres such as
action adventure, point and click and puzzle.
Diversification ensures Devolver’s games
appeal to a broad fan base and reach a wide
audience, limiting exposure to trends in one
genre and expanding the brand following. The
acquisition of System Era in 2023, with its long
running hit game Astroneer, is a great example
of this diversification in action. Astroneer’s
breezy exploration and adventure gameplay
is a pleasing counterweight to the cerebral
fantasies of The Talos Principle franchise
from Croteam, or the complex
Stronghold series of strategy
games from Firefly.
4. GEOGRAPHY
Devolver’s revenues are not concentrated in a
single geographical area, limiting exposure to
any one market. In 2024, our largest unit sales
from Steam were North America at 43%,
Europe at 28%, Asia Pacific at 22%, South
America at 5%, and Africa at 2%. Devolver will
continue to increase geographical analysis of
title performance to drive decision making and
maximise title success at a local level.
As of December 31, 2024
Revenue diversification by platform
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21
strategy and business model continuedPlatforms
Devolver has long-term associations with key
digital distribution partners across the video
gaming industry, some of which stretch back
over a decade. We believe that the strength of
these relationships allows us to promote titles
in ways which may be unavailable to other
publishers. We have strong relationships with
established providers, as well as the new
entrants, and provide an uplift that developers
may struggle to achieve on their own. Our
revenues are also varied across platforms as
we continue to diversify and reduce reliance
on one medium.
Devolver assists in the game lifecycle in
a number of ways: QUALITY ASSURANCE
Quality assurance has continued to become a
greater focus for Devolver as the size of games
and complexity of simultaneous releases on
multiple platforms expands. The Group has an
experienced production team, including a
dedicated technical team and trusted
relationships with quality contractors that help
provide services for which there is no direct
in-house capability.
Devolver’s services free up partner studios’
resources to focus on development and
removes the administrative burden of the
development process.
Through data, experience and relationships,
the team assesses what game formats,
features and mechanisms are popular or
unpopular with consumers and specific
distribution platforms bringing the principles
and practices of much larger organisations to
small developers without infringing on creativity.
PUBLISHING AND RELEASE
EXECUTION
Devolver’s brand provides a lift for developers,
bringing value in terms of discoverability and
title promotion, for example its content and
games have been frequently featured by media
outlets including IGN, the most visited video
gaming media site globally. In 2024 alone,
viewers spent 20 million hours of watch time in
2024 across major platforms. The Group has
one of the biggest social media reaches in the
indie gaming space, with over 4m followers in
aggregate across all social media platforms
for the Group’s brands and titles, and utilises
partnerships with influencers to generate
pre-and post-release interest.
Tailored campaigns managed by Devolver’s
highly experienced PR and marketing teams
use these and other relationships to drive
pre-release momentum.
The strength of Devolver’s relationships with
global digital platforms ensures that titles will
be prominent and visible on their storefronts.
POST-RELEASE SUPPORT
Post-release support includes exploring ways
to attract new customers and accelerate sales.
Support services include technical assistance,
such as server administration, further porting
and localisation management and continued
marketing.
Porting titles to new platforms and releasing in
additional languages expands the customer
base and generates incremental revenue.
Relationships with distribution platforms
enable Devolver to promote portfolio titles
effectively through bundle agreements and
publisher sales.
The Group takes advantage of its back
catalogue titles to generate large one-off fees
through agreements with subscription services
such as PlayStation Plus or Xbox Game Pass,
and deals with newer entrants such as Netflix.
Lifecycle
PROMOTIONS,
BUNDLING AND
BUYOUTS LANGUAGE
SUPPORT AND
TERRITORY
DEALS PORTS TO NEW

PLATFORMS PRODUCT

INTERACTIONS SEQUELS, POST-RELEASE
CONTENT AND OTHER
FOLLOW-ON OR
ASSOCIATED TITLES POST-RELEASE SUPPORT
QUALITY ASSURANCE
PUBLISHING AND RELEASE
EXECUTION POINT IN LIFE SRP
LIFECYCLE MANAGEMENT
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Asia-Pacific 53%
North America
7%
Latin America
11%
Europe
13%
Middle East &
16%
Africa
4.4%
CAGR
-0.9%
CAGR
2021 20242027
$192.7bn
$213.3bn
$187.7bn
strategy and business model continued
22
Continued market growth is expected over the
next three years to a forecast market value of
$213bn by 2027, a CAGR of 4.4% from 2024.
With more players spending on gaming
software every year, global paying gamers are
expected to reach 1.67 billion by 2027.
Video gaming is a truly global pastime. In 2024,
North America, Europe and Asia-Pacific
represented 7%, 13% and 53% of the total
number of players respectively. Devolver has
direct exposure to all these regions and has a
well-executed strategy in Asia.
The Group aims to continue to grow in the
region through an established distribution and
media partner network overseen by locally
based Devolver team members.
* NewZoo, August 2024
Global marketplace
Market opportunity
In 2024 the global video games market was valued at $187.7bn, with an estimated
3.4bn video game players – a 4.5% year-on-year increase largely driven by PC player
growth, although the market remains below 2021 levels due to challenging conditions
$51.9bn
ESTIMATED VALUE OF WORLDWIDE
CONSOLE MARKET IN 2024
Worldwide market statistics
2023 Video gamer numbers by geography*
Market size of gamers by region
3.4bn
GAMERS WORLDWIDE
Video games market forecast*
559m
454m
355m 1,809m
244m
2024
3.4bn

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strategy and business model continued
23
3.4bn
GAMERS WORLDWIDE
Market trends
RETURN OF MID-SCOPE GAMESWHERE DO WE FIT?
In the past couple of years, many developers and publishers have been burned by expensive live
service game failures or mega budget epics with bloated content. This is driving a resurgence
of contained, cheaper games with tight gameplay loops, strong art direction and shorter
development cycles. Many of 2024’s surprise hits were in this mould, including titles such as
Palworld, Hades II, Dave the Diver, Pacific Drive and Balatro. Devolver has always believed in quality over quantity when it comes to individual projects.
Exquisitely crafted, tightly focussed, timeless games are what Devolver does best. There are
good signs that gamers are getting hungrier for that kind of product, as opposed to the latest
80+ hours of the big popcorn franchises. Devolver’s slate for 2025 and beyond puts it in an
excellent position to connect with that kind of audience.
EXPANDABLE, NOT GAAS WHERE DO WE FIT?
Gamers are getting savvier about cynical monetisation systems, grindy game loops and Fear-Of-
Missing-Out driven ecosystems. At the same time, fans of franchises are more likely than ever
to stick to the games they know, as opposed to trying new IP. The market has responded with a
more modular, expandable approach to the lifecycles of linear single player games. In 2024 many
surprise indie hits that were released 1-2 years prior, continued to deliver substantial DLC, paid
and free, boosting sales and extending the lifecycles of those games. Devolver’s acquisition of System Era Softworks in 2023 was in line with exactly this trend.
Astroneer, now in its 9th year, had its first ever paid DLC in 2024 which was well received by the
community and contributed to strong ongoing sales of the base product. Similarly, Cult of the
Lamb received two large DLCs in 2024, helping it to be one the company’s strongest performers
overall in 2024. Devolver intends to continue to bring high value content to its key performing
franchises in the future. Though we don’t expect all the new games we sign to follow this path, it
is an important consideration for us when selecting new projects.
DEVELOPER DISCOVERABILITY WHERE DO WE FIT?
Indie developers need help getting their games discovered as title release volume on PC has
massively increased. The number of titles released on Steam annually has grown from 380 in
2009 to over 18,800 in 2024 (SteamDB, April 2025). Although there are several platforms outside
of PC available to indie developers, many developers lack the technical skillset or marketing
knowledge to access these platforms successfully. Devolver is a leader in discoverability. We publish games across a broad range of PC, Console
and Mobile platforms through direct relationships, and work with a range of porting partners to
bring developers’ games to as wide a player base as possible. Our marketing capabilities include
paid advertising, influencer outreach, community management, and partner relations to secure
strong amplification of our marketing and storefront placement. Devolver had three of its
forthcoming titles included in the April 2025 Nintendo Direct, where the next generation Nintendo
hardware (Switch 2) was fully unveiled, putting Devolver’s games in front of one of the broadest
global gaming audiences during an exciting flashpoint in the industry.
THE RISE OF STEAM DATA INTELLIGENCE PLATFORMS WHERE DO WE FIT?
Steam has quietly shifted towards services like YouTube or Amazon in how it surfaces and
promotes what is in its marketplace. It’s no longer just “is your game good?”, it’s “is your game
legible to the algorithm?”.
There’s a new ecosystem of tools and services popping up to optimize this SEO/tag-loop.
Services such as GameDiscoverCo Pro, VG Insights and SteamDB, among others, which offer
various tools for analysing Steam store pages, have become indispensable to publishers. Devolver has a deep understanding of the nuances of how best to find and communicate with
fans via digital marketplaces. Making use of dedicated analysis tools and in-house experts, has
been a natural evolution for the company. This has led to refinements in how we test and iterate
on store pages and marketing materials to find the most resonant path from a developer’s
creation to a gamer’s delight at that game. We expect to go deeper into this area in the coming
years and see many opportunities to get even better at connecting to long term fans of
Devolver’s games.
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24
risk factors
Risks relating to the group and its business
8LI+VSYTMWVIPMERXSROI]VIPEXMSRWLMTW[MXLXLMVHTEVXMIW
RISK: The Group relies upon its strategic relationships and partnerships with global video game
distribution platforms and services. Any significant disruption to those relationships could
have a material adverse effect on the Group’s financial performance. Increased competition for
premium positioning on digital marketplaces and the rise of new entrants may negatively impact
the Group’s ability to compete successfully, which would have a corresponding impact upon
sales and profitability.
MITIGATION: Devolver prioritises maintaining strong platform relationships, which bolsters
our brand reputation. The Group has continually moved to diversify its revenue sources by
introducing our games to new platforms, including Virtual Reality (“VR”) platforms, subscription
platforms such as Netflix, cloud-based streaming platforms, mobile platforms such as Apple
Arcade, as well as challenger PC platforms such as Epic and GoG games. Additionally, the Group
enjoys geographical diversity of revenues with significant revenues being derived from each of
North America, Europe and Asia. If a disruption occurred related to a particular geographical
region it might not significantly affect the overall operations on a particular platform worldwide.
Specific deals with platforms are evaluated based on both individual and contextual merits to
ensure strategic alignment.
The Group is dependent on its key talent
RISK: The successful operation of the Group relies partly on the efforts and abilities of its senior
management, executive officers and Directors. Their knowledge, expertise and experience are
key contributors to the continued success of the business, and failure to retain this talent could
have a material adverse effect on the Group’s profitability.
MITIGATION: Succession planning and Devolver’s experienced talent have proven to mitigate
this risk of change in leadership, as evidenced by the smooth transition in the CEO and
Chair roles. Devolver’s growth to date has been driven by attracting talent and providing the
environment in which they can develop their skills. Managers at all levels are actively encouraged
to foster talent and to consider succession-planning for the future. Devolver considers that it
has a deep bench of veteran and emerging talent. The Long-Term Incentive Programme (“LTIP”)
which the Board introduced in 2022 continues to serve as a key tool in rewarding and retaining
key personnel across the Group. Devolver sees its well-respected brand as a key tool for hiring.
Efforts to maintain company culture while growing ensure continuity and stability in talent
management.
The Group may overspend on pipeline games
RISK: As the Group grows, development and marketing expenditure in relation to the pipeline
titles will likely be, on average, larger than historic releases. The increase in development and
marketing spend increases the risk that developer advances may not be recovered if a title is
not a commercial success. Increasing development and marketing spend may also lead to an
increase in concentration risk, subsequently resulting in the possibility that the commercial failure
of a single game could materially reduce the Group’s forecasted revenue.
MITIGATION: Devolver has enhanced its greenlight process to include greater financial oversight
in the development and marketing expenditure, detailed further in the section “Portfolio, Platforms,
and Lifecycle”. The Group seeks collaboration with partners for co-funding on larger projects to
mitigate financial risks associated with game development overspend. The Group sees its track
record of critical acclaim for its titles as a positive contributor to the longevity of the titles’ revenue
generation, supporting the likelihood that over a period of time the game will recoup its expenses.
The vast majority of Devolver games have been profitable where they have been released for
more than 12 months. New titles have increasingly been launched same day & date on all major
platforms, increasing the impact of release and reducing the need for additional marketing spend
on subsequent launches on different platforms. Increased localisation into more foreign languages
further increases the potential for greater revenue capture across more geographies.
Sumerian Six
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risk factors continued
25
Market opportunity may be reduced by interventionist laws and regulations,
with increased likelihood in Asia
RISK: Asia is a large market for the Group, with Asia-Pacific Steam unit sales at 22% of units
sold. However, there are risks to continued growth in demand. In China, for example, legislation
has sought to curb the exposure under-18s have to video games and. online gaming companies
have been barred from providing gaming services to minors outside certain hours. This comes
further to legislation in 2018 where regulators in China halted issuing video game licences. Whilst
these restrictions are targeted at free-to-play games rather than the premium titles distributed by
the Group, the Group’s target market in China may be reduced by any similar future measures.
MITIGATION: The Group is expanding in other Asian markets such as Japan and South Korea, as
well as greater penetration into the Chinese market through local distributors such as HeyBox and
4399 alongside Steam Global, the international platform of Steam. Devolver’s games are not targeted
at minors and are not “always-on”, “free-to-play” or “pay-to-win” games. The Group’s premium games
are downloaded and played usually by a single player over a period of time of their choosing. This
might bolster Devolver’s standing with China’s gamers who may seek out games which do not
include the predatory financial practices of the mobile free- to-play market.
The Group needs to effectively manage operational complexity and acquisition
integration
RISK: As the Group continues to expand, the increasing operational complexity and the
integration of acquired entities pose challenges to Devolver’s performance.
MITIGATION: Devolver has strengthened its operational oversight and integration efforts under
the guidance of the Chief Operating Officer and support structure. Enhanced financial tracking and
reporting at subsidiary levels have improved operational efficiency. In addition, the development of an
acquisition integration plan further mitigates risks associated with operational complexity. Brand-level
marketing efforts and subsidiary brand differentiation safeguard brand reputation. The Founders’
vision and company culture reinforce brand identity and resilience against reputational risks.
The Group must comply with relevant regulations
RISK: Compliance risks in tax, legal and HR domains have historically been addressed through
the use of outsourced expertise. While outsourcing has provided a certain level of support,
delays in response times and decision-making processes can occur due to the inherent lag in
communication and coordination with external entities. Additionally, the reliance on outsourced
expertise often comes with a higher price tag, potentially increasing operational costs for the
Group.
MITIGATION: Devolver has taken proactive steps to strengthen its compliance efforts. Devolver
leverages outsourced expertise and has built good relationships with our partners and advisors.
This not only fosters stronger communication but also enhances collaboration and trust.
Additionally, Devolver has also recently increased in-house capabilities in finance, legal and HR
teams to strengthen compliance efforts. By expanding our in-house expertise, this ensures a
deeper understanding of the Group’s operations and culture, enabling faster response times and
more effective management of compliance issues. The increased capacity to identify, prioritise,
and address areas for review also mitigate risks associated with compliance.
Wider market changes may impact the Group
RISK: Market changes including growth, new entrants, regulatory and geopolitical shifts pose
risks to the Group’s operations. The level of competition from other video game releases
as well as other entertainment and wider leisure activities continues to increase. Additional
market changes facing the industry include changes in technology, user preferences, economic
conditions, and increased cost-of-living.
MITIGATION: Devolver mitigates the risks associated with market changes by monitoring market
trends and diversifying revenue streams. Embracing industry partnerships and new opportunities,
such as Expandable Games as evidenced by the Group’s acquisition of System Era Softworks,
enhances the Group’s ability to adapt to market fluctuations. We believe there will continue to be
a large market for high-quality indie video games, and that we are well positioned to continue to
engage and expand our community and target market.
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Devolver is committed to sustainable practices, ensuring the well-being of its employees and best practice
in governance. We are dedicated to fostering a diverse and inclusive workplace for all. Additionally, we actively
engage in charitable initiatives, collaborating on community projects and partnerships to create a meaningful
and positive impact.
ESG report
Our people
Diversity, equity and inclusion
Enhancing Diversity, Equity, and Inclusion is
a cornerstone of our company culture. This
year, we refined our recruitment strategies
to broaden our candidate pools and actively
monitor diversity metrics. These efforts drive
tangible progress toward creating an equitable
workplace where all individuals feel valued and
are afforded equal opportunities for success.
Our subsidiary, System Era, champions
inclusion through employee-led affinity groups
that cater to diverse interests and initiatives.
The BJEDI (Belonging, Justice, Equity, Diversity,
and Inclusion) committee plays a crucial
role in advancing educational programming
and charitable partnerships. Recognising the
importance of mental health, we prioritise
employee well-being by actively promoting
rest and mindfulness. By emphasising a
balanced work-life culture, we aim to create an
environment where our employees thrive both
personally and professionally.
Employee well-being
To foster a supportive workplace culture, we
have introduced Discovery Workshops aimed
at promoting mental well-being among our
employees. Our goal is to support resilience
and a sense of community among team
members.
In addition, Spill is available to all employees.
This is a dedicated mental health resource
designed to provide our team members with
accessible and confidential support when
navigating personal and professional change.
Our community
Charitable Initiatives
Our commitment to charitable giving continues
to thrive. In 2024, Devolver Digital allocated a
charity budget of $115,000, managed by our
dedicated Fundraising and Donations group
with members drawn from across the Devolver
team. This budget supports a diverse range of
industry-related charities and smaller, team-
nominated organisations primarily focused on
mental health and humanitarian relief.
Suggested charities are vetted to align
with Devolver’s values and ethics, ensuring
responsible use of funds. Over the years,
Devolver has sponsored events, created safe
spaces at conventions, funded travel for
underrepresented groups to industry events,
supported mental health initiatives, and
contributed to natural disaster responses. We have maintained our longstanding
partnerships with charities SpecialEffect and
War Child, each receiving a donation of $15,000
from our charity budget. These contributions
support SpecialEffect’s vital work in helping
individuals with physical disabilities access
gaming and War Child’s humanitarian efforts in
conflict zones such as Gaza and Ukraine. We
believe in the power of gaming to bring joy and
healing, and we take pride in supporting these
impactful organisations.
Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information

ESG report continued
27
Gaming Industry Sponsorship
In our efforts to empower emerging talent
within the gaming industry, we partnered
with Free Lives to sponsor ten African indie
developers to attend the Playtopia Indie Games
& Immersive Arts Festival and conference,
a gathering of South African global creators
and players. Devolver donated $30,000. This
initiative covered their flights, accommodations,
and event access, providing invaluable
networking opportunities within the African
development scene. We strengthen the broader
gaming community by fostering growth among
indie developers and encouraging collaboration
and innovation.
We donated an additional $85,000 across
a range of gaming events and causes
including Day of the Devs, IndieDevDay, Latin
American Games Showcase, the Digital Media
Association Of Alberta, and others.
Our planet
Every individual involved in developing and
publishing a game from a Devolver Group
company has been included in the annual
calculation of Devolver’s target tonnes of CO
2
emissions for this calculation. Activities for
the Environmental group, with members from
Devolver as well as other Group companies,
include helping developers to engage in
environmental issues and helping employees
of the Group to participate in and learn about
environmental issues.
Our partnership with Tree-Nation has grown.
We proudly report that in 2024, we successfully
planted over 59,160 trees, offsetting more than
7,633 tons of CO
2. This initiative is a significant
step in our ongoing efforts to mitigate our
operations’ environmental impact.
Since the launch of Terra Nil by Free Lives
earlier last year, a great environmental message
has been shared with players, and in addition,
streamers have planted over 48,000 trees.
Sumerian Six
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Adjusted results
The following narrative refers to Adjusted results, as presented
in the financial statements contained within this Annual Report.
Adjusted results exclude any one-time exceptional items during
the respective full-year periods.
Resumption of revenue growth
Devolver’s 2024 revenue performance was in line with guidance
given at the start of the year, rising 13.5% year-on-year to
$104.8M, a resumption in growth after a fall in 2023. Revenue
growth was driven by 10 new title releases, including Anger Foot,
The Plucky Squire, Pepper Grinder, Neva and Children of the Sun.
Growth was supported by steady back catalogue sales including
sales from special platform deals, and a full year contribution
from System Era (acquired in October 2023).
Gross Profit increased 22.6% year-on-year to $30.1M. Gross
margins expanded to 28.7%, up from 26.5% in 2023, primarily due
to: a) revenue growth that outstripped the step-up of amortisation
expense from new releases in 2024; b) reduced marketing costs,
and; c) slightly lower in-period game development costs that are
not capitalised.
Adjusted EBITDA
Adjusted EBITDA results are non-IFRS measures that are not
intended to replace statutory results and are prepared to provide
a more comparable indication of the Group’s core business
performance by removing the impact of certain items including
exceptional items (material and non-recurring), and other, non-
trading, items that are reported separately. These results have
been presented to provide users with additional information and
analysis of the Group’s performance, consistent with how the
Directors monitor results.
Adjusted EBITDA and Adjusted EBITDA
margins
Adjusted EBITDA pre impairments rose to $9.6M, up
substantially from $1.7M in 2023. Adjusted EBITDA margins pre
impairments improved to 9.2% for full year 2024, compared to a
low of 1.8% in 2023. The annual growth in revenues and
expansion of gross profit margin was bolstered by operating
expense control, all combining to drive the improvement in
Adjusted EBITDA. Total operating expenses rose only 0.5% in
2024, compared to a 13.5% revenue increase this year.
Statutory net loss for 2024 was $1.3M, a reduction from a loss
of $12.7M in 2023.
Statutory financial results
The financial results included in this Annual Report cover the Group’s combined
activities for the 12 months ended 31 December 2024 and are prepared in accordance
with applicable International Financial Reporting Standards.
CFO report
“ Devolver’s 2024
performance was in line
with expectations set in
the trading update ”
The Plucky Squire
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CFO report continued
Impairment of capitalised development
costs
In 2024 the Group recorded $4.5M of impairments for
underperforming games released in 2023 and 2024.
At half-year and year-end 2024 the Group assessed the balance
sheet carrying value of capitalised development costs of certain
titles published in 2024 and previous periods. It was determined
that there was a need to impair their carrying value based on
continued low unit sales through to year-end 2024 and reduced
future projections. The total non-cash charge of $4.5M as a
write-down for impairment in their carrying value reduces 2024
Adjusted EBITDA to $5.1M.
Launch of Big Fan
In 2H 2024 Devolver announced the launch of Big Fan Games, a
new video games publishing label dedicated to adaptations of
entertainment brands. Through the label, Big Fan Games will
give developers the chance to create original game adaptations
using the worlds and characters of iconic film, television, and
comic properties. Big Fan Games is currently working on
projects from “rad media properties” developed by independent
developers and is building a pipeline of games with modest
budgets for release in 2026 and beyond.
Employee Benefit Trust (EBT)
In 2022 Devolver established an Employee Benefit Trust (EBT)
to facilitate off-market and on-market stock option exercise by
employees and contractors who were awarded 2017 Equity
Incentive Plan stock options and LTIP grants. The EBT is an
independent Jersey-incorporated Trust enabling option exercise
and share settlement off-market without impacting market
liquidity. Share purchases by the EBT are funded by way of a
loan from Devolver.
The Company can request settlement of the loan at any time in
future. The shares held by the EBT are disclosed as Treasury
Shares within the Group’s Capital Redemption Reserve. At the
end of 2024 the EBT held 20,176,400 shares. Separately, at
year-end 2024 there were 35,029,332 options still outstanding
with a weighted average exercise price of US$0.46 per option.
CFO report
Anger Foot
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Long Term Incentive Plan (LTIP)
In 2022 Devolver established a long-term incentive plan (LTIP) for
its senior leadership and Group employees charged with
delivering the Group’s strategic objectives. The LTIP was
designed to reward employees at all levels of the Group for
performance that delivers value for shareholders, through the
award of long-term incentive shares. Annual awards have been
made each year since 2022.
In 2024 share grants made under the 2022 LTIP plan consisted
of Performance Stock Units (“PSUs”) which are awarded subject
to a three-year cliff and achievement of ambitious financial
targets, and Restricted Stock Units (“RSUs”), which are awarded
subject to a three-year cliff and financial performance criteria for
senior management, and a two-year cliff for other employees
with financial performance criteria for senior employees.
The Remuneration Committee recommended 2024 awards
granted under the 2022 LTIP plan that amounted to c.8.6M
shares in aggregate (on the assumption that all vest),
representing 1.8% of the issued and outstanding share capital at
that time. Total dilution from the outstanding options (i.e.
excluding options previously exercised within the EBT) and the
cumulative grants under the 2022 LTIP would amount to 10.1%
of the issued and outstanding share capital.
The co-founders of Devolver who are full-time employees at the
company, CEO Harry Miller, COO Graeme Struthers and CMO
Nigel Lowrie, have not received any awards under the LTIP since
the LTIP’s launch in 2022. This year the Board has instead
awarded them a performance-linked cash bonus based on the
same targets and timing as the 2024 LTIP awards.
Cash balances
Cash holdings at end December 2024 were $41.6M after
including a net $9.8M share placement in July 2024. Ongoing
investment in pipeline game development during 2024 was
$30.7M, which outstripped the cash generated from operations
during the year.
Post balance sheet events
There were no post balance sheet events.
Daniel Widdicombe
Chief Financial Officer
15 April 2025
Forestrike
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31 Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information
corporate
governance
Non-Executive Chair’s introduction 32
principles of the QCA code 33
board of directors 36
company policies 38
board committees 39
audit committee report 40
remuneration committee report 41
directors’ remuneration report 44
nomination committee report 46
statement of directors’ responsibilities 47
Stronghold
Devolver Digital Annual Report and Consolidated Financial Statements 2024

32
Non-Executive Chair’s introduction
Dear Shareholder
On behalf of the Board of Directors, I am pleased to present
the governance report for the year ended 31 December 2024.
The Board is collectively responsible for the success of the
Group and entrepreneurial leadership is balanced by the
scrutiny and oversight provided by the Independent Non-
Executive Directors.
As a business quoted on the AIM market of the London Stock
Exchange, we have adopted the Quoted Companies Alliance
Corporate Governance (“QCA”) Code. Devolver supports the
principles of the Code and the Directors believe it provides the
Group with the appropriate framework to ensure that a strong
level of oversight is maintained. This enables the Group to
establish an effective governance culture as part of building a
successful and sustainable business for all of its stakeholders.
The Group complies with the ten principles of the Code, as
detailed below.
Kate Marsh
Non-Executive Chair
(Harry Miller was Executive Chair until 31 January 2024)
15 April 2025
Terra Nil
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33
57%
57% 43%
43%
Male

Female
Non-Executive Directors
Executive Directors
principles of the QCA code Non-Executive Chair’s introduction
Principle 1: Establish a strategy and business model which
promote long-term value for shareholders
The Group’s business model and strategy is set out in the front section of the Annual Report. The
Directors believe that the Group’s model and strategy will strengthen the Group’s financial position
by improving its core game publishing craft, leveraging existing intellectual property owned by
the companies in the Group, and selectively acquiring new intellectual property, publishers and
development studios. These combined actions will promote long-term value for shareholders.
The principal risks facing the Group are set out in the “Risk Factors” section of the Annual Report.
The Directors will continue to take appropriate steps to identify risks and undertake a mitigation
strategy to manage these risks, including implementing a risk management framework.
Principle 2: Seek to understand and meet shareholder needs and
expectations
The Group maintains an active dialogue with shareholders, who are kept up to date via announcements
made through a Regulatory Information Service on matters of a material substance and/or a regulatory
nature. Updates are provided to the market from time to time, including any financial information, and
any expected material deviations to market expectations are also announced through a Regulatory
Information Service.
The Group’s Annual Report will be available on the Group’s website in April 2025, following which the Notice
of Annual Meeting (“AM”) will be sent to all shareholders and will confirm the date of the Annual Meeting. All
documents will be available to download from the Group’s website.
The Group’s AM is an opportunity for shareholders to meet with the Non-Executive Chair, Executive
and Non-Executive Directors. The AM will be open to all shareholders, and offers an opportunity to ask
questions and raise issues during the formal business, or more informally, following the meeting. The
results of any voting at the AM will be announced through the Regulatory Information Service and posted
on the Group’s website.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and the
Group intends to engage with and listen to shareholders who do not vote in favour of resolutions at the AM.
There is also a designated email address for Investor Relations, ir@devolverdigital.com, and all contact
details are included on the Group’s website.
Principle 3: Take into account wider stakeholder and social
responsibilities and their implications for long-term success
The Group takes its corporate social responsibilities very seriously and is focused on maintaining
effective working relationships across a wide range of stakeholders including shareholders, staff,
customers and gaming platforms and developers that it partners with as part of its business strategy.
The Executive Directors maintain an ongoing and collaborative dialogue with stakeholders and take
feedback into consideration as part of the decision-making process and consider where feedback can
impact the day-to-day running of the business.
Devolver has always supported numerous local, national, and global charities and initiatives. More
information on our corporate social responsibility can be found in the “ESG” section of the Annual
Report .
Principle 4: Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The principal risks facing the Group are set out in the “Risk Factors” section of the Annual Report. The
Directors take appropriate steps to identify risks and undertake a mitigation strategy to better manage
such risks where possible. The Board has overall responsibility for the determination of the Group’s
risk management objectives and policies and has also established the Audit & Risk Committee. A
formal review of these risks is carried out at least on an annual basis. Additionally, the Group holds an
active risk register which is regularly reviewed at Board level as well as by the Audit & Risk Committee.
Principle 5: Maintain the Board as a well-functioning, balanced
team, led by the Non-Executive Chair
The Board comprises the following persons:
•• Four Non-Executive Directors; and
•• Three Executive Directors.
The biographies of the Directors are set out in the “Board of Directors” section of the Annual Report.
The Non-Executive Chair, Kate Marsh (previously Senior Independent Director), and Non-Executive
Directors Jeffrey Lyndon Ko, Janet Astall and Jo Goodson are considered to be independent and
were selected with the objective of bringing experience and independent judgement to the Board.
The CEO, Harry Miller
(previously Executive
Chair), is well-supported by
experienced Independent
Directors and the Non-
Executive Chair with
clearly defined roles and
responsibilities. The Board
as a whole is collectively
responsible for the success
of the Group, and the
proposed structure provides
leadership of the Group
within the framework of
effective controls.
Gender balance Executive vs Non-Executive
As of December 31, 2024
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34
principles of the QCA code continued
The division of responsibilities between the CEO, COO, CFO and the Non-Executive Chair will be
agreed by the Board. Kate Marsh, the Non-Executive Chair (previously Senior Independent Non-
Executive),
will lead the Independent Non-Executive Directors on matters where independence is required. The
Board is not dominated by one individual and all Directors have the ability to challenge proposals
put forward at each meeting, democratically. Additionally, the governance architecture has been
designed to empower the independent members of the Board through the various Committee
structures. The Board is also supported by the Audit & Risk Committee, the Remuneration Committee and the
Nomination Committee, further details of which are set out in the “Board Committees” section of
the Annual Report. The Nomination Committee will keep the composition
of the Board under regular review, taking into account the relevant skills, experience, independence,
knowledge and diversity of the Board.
The Board meets regularly and processes are in place to ensure that each Director is, at all times,
provided with such information as is necessary to enable them to discharge their respective duties.
Since the IPO, the Board has met monthly and has continued this cadence of monthly meetings.
The Directors are divided into three classes, designated as Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting
the entire Board. At the 2024 Annual Meeting, Directors belonging to Class III offered themselves up
for re-election and were successfully re-elected and COO Graeme Struthers was appointed to the
Board. At the 2025 Annual Meeting, Directors belonging to Class I (Harry Miller and Kate Marsh) will
offer themselves up for re-election.
The Group is satisfied that the current Board is sufficiently resourced to discharge its governance
obligations on behalf of all stakeholders.
COMMITTEE ATTENDANCE
Remuneration Committee 2024Name 1 March25 March 24 May9 Dec
Jo Goodson (Chair)*
Kate Marsh*
Jeff Lyndon Ko
* In January 2024, Kate Marsh stepped down as Chair and Jo Goodson stepped up as Chair.
Audit & Risk Committee 2024Name 25 Mar8 Apr 11 Sep 20 Sep29 Nov
Janet Astall (Chair)
Kate Marsh
Jeff Lyndon Ko
Nomination Committee 2024Name 30 Jan 30 April 22 July
Kate Marsh (Chair)*
Harry Miller n/a
Janet Astall
Jo Goodson* n/an/a
* In January 2024, Jo Goodson stepped down from this committee and Kate Marsh joined as Chair.
Board attendance
2024
Name Position Current Committee Membership JanFeb Mar AprMay Jun JulSep OctNovClass
Harry Miller Chief Executive Officer
(Executive Chair until 31 January 2024) Nomination I
Douglas Morin Chief Executive Officer until 31 January 2024
n/an/an/an/an/an/an/an/an/a II
Graeme Struthers Chief Operating Officer
(Board Member from 31 January 2024)
n/a II
Daniel Widdicombe Chief Financial Officer
III
Kate Marsh Non-Executive Chair
(Senior Independent Director until 31 January 2024)
Nomination Chair, Remuneration, Audit
(Remuneration Chair until 31 January 2024)
I
Jo Goodson Non-Executive Director Remuneration (Chair)
II
Jeff Lyndon Ko Non-Executive Director Audit, Remuneration
III
Janet Astall Non-Executive Director Audit (Chair), Nomination
III
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35
principles of the QCA code continued
Principle 6: Ensure that between them the Directors have the
necessary up-to-date experience, skills and capabilities
The skills and experience of the Directors are summarised in their biographies set out in the “Board
of Directors” section of the Annual Report.
The Directors believe that the Board has the appropriate balance of diverse skills and experience
in order to deliver on its core objectives. Experiences are varied and contribute to maintaining a
balanced board that has the appropriate level and range of skill to drive the Group forward.
Prior to listing the Directors also received a briefing from the Group’s Nominated Adviser (“NOMAD”)
in respect of continued compliance with, inter alia, the AIM Rules and from the Company’s
Solicitors, Fieldfisher LLP, in the United Kingdom in respect of continued compliance with, inter
alia, the AIM Rules for Companies and UK Market Abuse Regulations (“MAR”). The Group’s General
Counsel and Board continue to attend several refresher training sessions with the Group’s NOMAD
and solicitors regarding the AIM Rules, the Disclosure Guidance and Transparency Rules and MAR.
In 2024, the Group’s General Counsel and Board received updated training on the AIM Rules, QCA
guidelines and Delaware law.
Principle 7: Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement
The Directors consider the effectiveness of the Board, Audit & Risk Committee, Remuneration
Committee, and individual performance of each Director.
The Group has a Nomination Committee which conducts a regular assessment of the individual
contributions of each member of the Board to ensure that their contribution is relevant and
effective.
Principle 8: Promote a corporate culture that is based on ethical
values and behaviours
The Group has a responsibility towards its staff and other stakeholders. The Board promotes a
culture of integrity, honesty, trust and respect and all employees of the Group are expected to
operate in an ethical manner in all of their internal and external dealings.
The Group’s policies promote this culture and include such matters as whistleblowing, social media,
anti-bribery and anti-corruption. The Board takes responsibility for the promotion of ethical values
throughout the Group, and for ensuring that such values guide the objectives and strategy of the
Group.
The culture is set by the Board and is regularly considered and discussed at Board meetings.
Principle 9: Maintain governance structures and processes that are
fit for purpose and support good decision-making by the Board
The Non-Executive Chair leads the Board and is responsible for its governance structures,
performance and effectiveness. The Board retains ultimate accountability for good governance and
is responsible for monitoring the activities of the executive team. The Non-Executive Directors are
responsible for bringing independent and objective judgement to Board decisions. The Executive
Directors are responsible for the operation of the business and delivering the strategic goals agreed
by the Board.
The Board is supported by the Audit & Risk Committee, the Remuneration Committee and the
Nomination Committee, further details of which are set out in the “Board Committees” section of
the Annual Report. There are certain material matters which are reserved for consideration by the
full Board. Each of the Committees has access to information and external advice, as necessary, to
enable the committee to fulfil its duties.
The Board reviews the Group’s governance framework on an annual basis to ensure it remains
effective and appropriate for the business going forward.
Principle 10: Communicate how the Group is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders
Responses to the principles of the QCA Code and the information is contained in the Group’s Annual
Report and Accounts provide details to all stakeholders of how the Group is governed.
The Board is of the view that the Annual Report, as well as its half year report, are key
communication channels through which progress in meeting the Group’s objectives and updating
its strategic targets can be given to shareholders.
Additionally, the Board uses the Group’s Annual Meeting as a mechanism to engage directly with
shareholders, to give information and receive feedback about the Group and its progress.
The Group’s website is updated on a regular basis with information regarding the Group’s activities
and performance, including financial information.
There is also a designated email address for Investor Relations: ir@devolverdigital.com, and all
contact details are included on the Group’s website.
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36Devolver Digital Annual Report and Consolidated Financial Statements 2024 Strategic report Corporate governance Financial statements Other information
board of
directors
HARRY MILLER
Chief Executive Officer
(Nomination)
(Executive Chair until 31 January 2024)
Harry is a video games industry veteran, with
over 30 years of sector experience, having
established and managed a number of
publishing and developing businesses. Harry
was a co-founder and CEO of video games
developer Ritual Entertainment, leaving in 1998.
In the same year he co-founded Gathering of
Developers, also known as G.O.D. or G.O.D.
Games, alongside two founders of Devolver.
Following the sale of G.O.D. to Take-Two
Interactive in 2000, Harry became CEO of
Hong- Kong based En-Tranz Entertainment,
where he stayed until 2003. Harry was a Director
of Play HK Ltd, until reuniting with the G.O.D.
Games founders in 2006, helping establish
another developer-first publishing brand,
Gamecock Media. Harry ran Gamecock as
President until its sale in 2008. Harry and several
of the G.O.D. founders went on to establish
Devolver, where he currently occupies the CEO
role, having previously served as Executive Chair
and President. Harry has a MIM from
Thunderbird School of Global Management.
GRAEME STRUTHERS
Chief Operations Officer
Graeme is a co-founder of Devolver who joined
the Board in January 2024, having been
appointed Chief Operating Officer in 2022 to
oversee a strengthening of the leadership team
and operational structures following the IPO in
2021. Before Devolver, Graeme worked across
a number of games companies, including Virgin
Interactive and Electronic Arts.
DANIEL WIDDICOMBE
Chief Financial Officer
Daniel joined Devolver as CFO in 2021, bringing
with him over 30 years of finance experience. A
fluent Mandarin speaker, Daniel trained as an
investment analyst in Hong Kong at HSBC and
Bear Stearns, and then spent 4 years as CFO of
NASDAQ-listed internet company Chinadotcom.
Daniel has held a number of non-executive roles
including Chair of the Audit & Risk Committee
of Corgi International, another NASDAQ-listed
business, and Middle Earth Limited. On
returning to London, Daniel spent over 10 years
at China Construction Bank as Head of
Investment Banking, leaving in 2020, joining
Devolver in May 2021. Daniel is also an
Independent Non-Executive Director of Winking
Studios Ltd.

37 Strategic report Corporate governance Financial statements Other information
KATE MARSH
Non-Executive Chair (Nomination
Chair, Audit, Remuneration)
(Senior Independent Non-Executive Director
and Remuneration Chair until 31 January 2024)
Kate is an experienced Executive and
Non-Executive Director with over 30 years’
experience in digital and media businesses,
holding senior management roles with global
companies including Amazon, MGM Studios,
Sky, GroupM, Sony Pictures and the BBC. At
the end of 2023, Kate stepped down from her
role leading Amazon-owned, MGM+
International (MGM’s International SVOD
business outside of the US) to concentrate on
a portfolio career. Along with serving on the
Devolver Board, Kate is a Non-Executive
Director at UK FTSE 100 company, Games
Workshop Group Plc, where she is Chair of
the Remuneration Committee and sits on the
Nomination and Audit & Risk Committees.
She is a Governor of the University for
Creative Arts and has served at board-level
for Sony Pictures Entertainment companies
in Europe, Plato Media Ltd, the home of
Hopster, along with Mediahuis Ireland Ltd
(previously INM Plc), the home of the Irish
Independent and Belfast Telegraph.
JO GOODSON Independent
Non-Executive Director (Remuneration
Chair, Nomination)
(Nomination Chair until 31 January 2024)
Jo is a technology sector entrepreneur with over
25 years of experience. Jo co-founded MediaGold
in 1998, which was later sold to Avanquest, a
Paris-based Euronext-listed company in 2003.
Before starting her current role, Jo advised and
invested in companies in the internet, gaming and
software space, including Mediatonic Games,
Playmob, MediaGold and Indigo Pearl. She was
also a Non-Executive Director and shareholder of
Six to Start which was acquired by OliveX, a
subsidiary of Animoca Brands, in March 2021. Jo
is currently a Non-Executive Director and Chair of
the Remuneration Committee for Facilities by
ADF, an AIM listed business.
JANET ASTALL
Independent Non-Executive Director
(Audit Chair, Nomination)
Janet has over 20 years of experience working
in finance, the majority of which has been
spent working for consumer-facing technology
businesses. Janet is currently a Finance
Director at Three and has previously held
similar roles at BT, British Gas and O2. Janet
was a Non-Executive Director of a Telefonica
group business and has recently become a
Member of the Board of Trustees and Chair of
the Audit Committee at Raspberry Pi
Foundation. Janet is a Chartered Accountant,
qualifying at KPMG in 1998.
JEFF LYNDON KO Independent
Non-Executive Director (Audit,
Remuneration)
Jeff has over 20 years of experience in the video
games sector. He is currently President of
iDreamsky Technology, a company he co-
founded in 2009. iDreamsky is a Chinese
headquartered video games company, listed on
the Hong Kong Stock Exchange. Jeff was
elected as the President of the Shenzhen
ESports Association in November 2018. He also
served as the Honorary Advisor of Hong Kong
Esports Club Limited and the Honorary
President of Macau E-Sports Federation.
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38 Strategic report Corporate governance Financial statements Other information
company policies
7LEVI(IEPMRK’SHI
The Group has adopted a share dealing policy which sets out the
requirements and procedures for the Board and applicable employees’
dealings in any of its AIM securities in accordance with the provisions
of UK MAR and of the AIM Rules.
Anti-Bribery and Anti-Corruption Policy
Devolver has adopted an anti-corruption and bribery policy which applies to the Board and
employees of the Group. It sets out their responsibilities in observing and upholding a zero
tolerance position on bribery and corruption in all the jurisdictions in which the Group operates.
It also provides guidance to those working for the Group on how to recognise and deal with
bribery and corruption issues and the potential consequences. The Group expects all employees,
suppliers, contractors and consultants to conduct their day-to-day business activities in a fair,
honest and ethical manner, being aware of and referring to this policy in all of their business
activities worldwide. The Group expects any and all business carried out on the Group’s behalf to
be in compliance with this policy. Management at all levels are responsible for ensuring that those
reporting to them, internally and externally, are made aware of and understand this policy.
Whistleblowing Policy
Devolver’s Whistleblowing Policy sets out a framework for the Group to promote and encourage
confidence in its business practices and operations.
It provides for complaints to be received and retained regarding suspected wrongdoing, such as,
fraud, illegal or unethical behaviour and auditing misconduct to give a few examples.
It aims to encourage individuals to report any suspected wrongdoing that they are aware of in a
confidential manner, to protect individuals who report on such suspected unethical behaviour and
enable Devolver to meet its obligations under local laws.
This policy applies to all entities and individuals working at all levels in Devolver and the Group
within the Devolver group of companies, including senior managers, officers, directors, agents,
employees, consultants, contractors, part and fixed term workers, casual and agency staff
irrespective of their geographical location within Devolver.
The policy sets out a detailed reporting procedure, including filing a report and reporting via the
Whistleblowing service, namely online or via a telephone helpline.
Environmental, Social and Corporate
Governance Policy
Devolver seeks to conduct its enterprise in a responsible manner, to treat its business partners
and employees fairly and respectfully, understanding the importance of restricting the negative
impacts of its operations on the environment, and advocating those principles with those whom
it does business with. The Group seeks to emphasise its commitment to sustainability, employee
welfare and development, diversity, equal opportunities, reducing waste and supporting charitable
initiatives. The Group seeks to operate in an ethical manner across the jurisdictions in which it does
business.
Conflict of Interest Policy
Devolver’s Conflict of Interest Policy encourages disclosure of actual, potential or perceived
conflicts of interest in order to protect the reputation and integrity of Devolver. It broadly outlines
(i) identifying potential conflict of interest situations (ii) dealing with identified conflicts of interest
and (iii) obligation on all staff to disclose conflict of interest or potential conflicts of interest and
maintain high ethical standards.
The policy applies to all directors, officers, employees, contractors and agents of Devolver and the
Group and sets out the Conflict Review Procedure.
IT Use Policy
Devolver’s IT Use Policy establishes a framework for Devolver to promote effective communication
and working practices when using various forms of electronic media by outlining the following
(i) standards to observe when using such systems (ii) when Devolver will monitor use (iii) action
taken if there is a breach in standards.
The policy applies to all directors, officers, employees, contractors and agents of Devolver and of
the Group who use communications equipment and systems in performing their duties.
Devolver Digital Annual Report and Consolidated Financial Statements 2024

39 Strategic report Corporate governance Financial statements Other information
board committees
The Group has established Audit & Risk, Remuneration and Nomination committees.
AUDIT & RISK COMMITTEE
The Audit & Risk Committee comprises:
•• Janet Astall – Chair
•• Jeff Lyndon
•• Kate Marsh
Janet Astall, the Chair of the Audit & Risk Committee, has recent
and relevant financial experience and is a qualified Chartered
Accountant.
The Audit & Risk Committee has responsibility for providing
effective governance over the Group’s financial activities. It
determines and examines matters relating to the financial affairs
of the Group including the terms of engagement of the Group’s
auditors and, in consultation with the auditors, the scope of
the audit. It will receive and review reports from management
and the Group’s auditors relating to the half yearly and annual
accounts and the accounting and the internal control systems in
use throughout the Group.
REMUNERATION COMMITTEE
The Remuneration Committee comprises:
•• Jo Goodson* – Chair
•• Jeff Lyndon Ko
•• Kate Marsh*
The Remuneration Committee will review and make
recommendations in respect of the Executive Directors’
remuneration and benefits packages, including share incentive
awards and the terms of their appointment. The Remuneration
Committee will also make recommendations to the board
concerning the allocation of share incentive awards to
employees under the intended share schemes.
* In January 2024, Kate Marsh stepped down as Chair and Jo Goodson
stepped up as Chair.
NOMINATION COMMITTEE
The Nomination Committee comprises:
•• Kate Marsh* – Chair
•• Harry Miller
•• Janet Astall
The Nomination Committee will review the composition and
efficacy of the Board and, where appropriate, recommend
nominees as new directors to the Board. It evaluates the
balance of skills, knowledge and experience on the Board and
keeps up-to-date and fully informed about strategic issues and
commercial changes affecting the Group and the market in
which it operates. It keeps under review the leadership needs of
the organisation, both executive and non-executive, with a view
to ensuring the continued ability of the organisation to compete
effectively in the marketplace.
* In January 2024, Jo Goodson stepped down from this committee and Kate
Marsh stepped up as Chair.
Children of the Sun
Devolver Digital Annual Report and Consolidated Financial Statements 2024

40
audit committee report
‘SQQMXXIIKSZIVRERGI
The Committee consists solely of the Independent Non-Executive
Directors: Janet Astall, Kate Marsh, and Jeff Lyndon. The Chair of the
Committee, Janet Astall, is a Chartered Accountant and brings recent
and relevant financial experience and expertise. The other Committee
members bring considerable relevant industry and public company
experience at a senior level as set out in their biographies.
Roles and responsibilities
The Terms of Reference of the Committee can be found on the Group’s website, https://investors.
devolverdigital.com. These clearly define the Committee’s responsibilities, which are to provide
effective governance over the Group’s financial activities by assisting the Board in the following
matters:
•• Overseeing the integrity of the annual financial reporting process in order to ensure that the
information provided to shareholders is fair, balanced, comprehensive and understandable, and
allows them to assess the Group’s financial position, performance, business model and strategy;
•• Oversight of the external audit process and its effectiveness, and management of the relationship
with the Group’s external auditor, including reviewing auditor independence, advising the Board on
the appointment of auditors and their remuneration, and approving any non-audit work;
•• Ensuring compliance with accounting standards and the suitability and consistency of the
methodologies applied, including a review of significant financial judgements, financial reporting
issues and their disclosures; and
•• Monitoring the adequacy and effectiveness of the Group’s internal control environment, and risk
management system, including principal and emerging risks.
Significant reporting issues and judgements
As part of the Committee’s review of the 2024 full year results announcement and the 2024 Annual
Report, the following key accounting policies and estimates were reviewed to ensure appropriate
judgements have been made by management:
•• Revenue Recognition, the application of IFRS 15;
•• Accounting for new business acquisitions during the year;
•• Accounting for any remaining contingent consideration on prior business acquisitions;
•• Capitalised development costs and their useful economic life;
•• The testing of goodwill and intangible assets for impairment;
•• Accounting for share-based payments;
•• Taxation; and
•• Going concern.
For further detail on these, please see the notes in the relevant sections of the financial statements.
The Committee also reviewed and discussed the findings of the audit with the external auditor.
Activities during 2024
The Committee met 5 times during the year and the Group’s external auditors, Grant Thornton
LLP, were in attendance for the majority of these meetings. At the committee’s request, the Chief
Financial Officer and key members of the finance team were also present. During the year, the
Committee reviewed the:
•• 2023 Trading Update, the 2023 full year results announcements and the 2023 Annual Report;
•• 2024 interim results;
•• External auditor’s findings from the 2023 audit;
•• Auditor’s fees, their independence and effectiveness;
•• 2024 full year audit plan, scope, timetable and audit engagement letter;
•• Risk policy and risk register and risk owners, incorporating a review of principal and emerging
risks;
•• Financial processes, systems and finance personnel in place at both the Group and subsidiary
level;
•• Financial performance of, and future forecasts for, subsidiaries;
•• Improvements to internal controls; and
•• Implementation of key policies including whistleblowing and anti-bribery and corruption.
The Audit and Risk Committee also reviewed the continued integration of the System Era business
ensuring that appropriate governance and controls are in place over this new subsidiary as it is
integrated into the Group.
Janet Astall
Audit & Risk Committee Chair
15 April 2025
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41
remuneration committee report
6SPIERHVIWTSRWMFMPMXMIW
The Terms of Reference (“TOR”) for the Remuneration Committee
(the “Committee”) remain the same as created on the Company’s
Admission to the AIM on November 4, 2021.
In 2024 the Committee met four times to carry out its duties and key responsibilities in alignment
with those TORs as follows:
•• To review and make recommendations in respect of Executive Directors’ remuneration and
benefits packages, including share incentive awards and terms of appointment;
•• To review and determine whether awards were to be made under the Group-wide LTIP, and;
•• To ensure the Remuneration Policy promotes alignment with long-term shareholder interests and
attracts, incentivises and rewards the key talented individuals that are at the core of the business.
Activities during 2024
During the year, the Committee focused on the core tasks of
•• Reviewing Executive Director compensation;
•• Having oversight of the company-wide bonus scheme, and;
•• Reviewing and recommending for Board approval share grants under the Shareholder approved
group-wide Long Term Incentive Plan (LTIP).
The Committee considered all tasks, keeping alignment with the long-term aims of the Group
and Shareholders. Throughout, the Committee continues to be supported by its independent
compensation advisor Alvarez & Marsal as required.
Executive Director & Senior Management Compensation
The Executive compensation structure is both recognisable and straightforward, consisting of base
salary, benefits, a performance-related annual bonus and both performance and non-performance-
based LTIP share awards which vest after two or three years.
The Committee reviews base salaries on an annual basis, with reference to market levels in
comparably sized, peer-group public companies. Any resulting increases are normally effective from
May 1 each year, unless by reason of exception.
After review, in 2024, the Committee did not recommend any salary increases for Executive
Directors – base compensation remaining flat to the end 2023 level excepting for adjustments
following elected reductions in 2023. The general staff pay round, taking note of inflationary
pressures, provided for annual increases averaging 3.5% across the Group. Following the departure
of Douglas Morin on January 31, 2024, Harry Miller assumed the role of CEO and his salary
was reset at 2022 levels following his elected reduction in 2023, and COO Graeme Struthers
was appointed to the Board. Graeme’s salary was also reset at 2022 levels following an elected
reduction in 2023.
Pension
The Group operates a defined contribution pension scheme under which it pays contributions
based upon a percentage of the members’ basic salary.
In addition to base salary, Executive Directors receive a pension contribution of 3.5% to 4.3% of
salary. Other benefits are in line with general Company policy.
Annual bonus
Annual bonus payments are based on performance against challenging targets which are aligned
to the Group’s objectives and are designed to deliver shareholder value. Targets are based on
the Group’s revenue and EBITDA with varying degrees of award and for 2024 were set as follows
against 2024 Budget target:
Metric Weighting 0% Payout 25% Payout50% Payout100% Payout
(Maximum)
Revenue 50% <90% of target 90%-99% of
target 100%-109% of
target 110%+ of target
EBITDA 50% <90% of target 90%-99% of
target 100%-109% of
target 110%+ of target
Budget targets set for 2024 were not met. Therefore, no cash bonus payments were awarded to
Executive Directors or Senior Management in 2024 in relation to 2024 performance.
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42
remuneration committee report continued
Group-wide Long Term Incentive Plan (LTIP)
The Long Term Incentive Plan, which was approved by Shareholders at the close of 2022, is
administered by the Committee and annual awards are subject to Board approval. All employees,
directors and consultants of the Group are eligible to receive stock awards under the plan and
grant levels are determined by the Committee each year, with flexibility for the Committee to use
discretion to override a formula-driven outcome and adjust the LTIP subject to final Board approval.
LTIP Awards are made as Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”).
The vesting of the PSUs is based on revenue and EBITDA targets, per the below weighting and
target achievement thresholds:
Metric Weighting0% Vesting

(Below Threshold) 12.5% Vesting
(Threshold) 50% Vesting
(Target) 100% Vesting
(Maximum)
Revenue 50%<90% of target 90%-99% of
target 100%-109% of
target 110%+ of target
EBITDA 50%