5432802026-08-045432802026-08-042026-08-04543280NAZARA TECHNOLOGIES LIMITEDNAZARANOTLISTEDINE418L01047Updatetrue2026-08-0319:25:002026-03-182026-03-182026-08-04Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) Other Restructuringthe Board of Directors of Nazara Technologies Limited (the “Company”), at its meeting held on March 18, 2026, inter-alia, considered and approved the Grant of in-principle approval to Nazara Technologies UK Limited, a wholly-owned subsidiary (“Nazara UK”) of the Company, for the proposed acquisition of: a) 50.00049% of the share capital of Bluetile Games, S.L. (“Bluetile”) from its existing shareholders and founders for a consideration of USD 88.4 million (INR ~809 crores); and b) 50.00033% of the share capital of Bestplay Systems, S.L. (“Bestplay”) from its existing shareholders and founders for a consideration of USD 11.9 million (INR ~109 crores) (“Bluetile” and “Bestplay” hereinafter collectively referred to as “Target Companies”) The Target Companies have demonstrated strong growth over the last three years, with revenues growing from USD 50.1 million in CY23 to USD 153.6 million in CY25 on a combined basis. Nazara UK will acquire majority control at first close through governance and shareholder rights as defined in the transaction agreements. Of the total cash consideration of USD 100.3 million (~INR 918 crores), an amount of USD 59.7 million (~INR 546 crores) is payable at first close, while the remainder amount of USD 40.6 million (~INR 372 crores) is payable within 6 months of first close. The definitive agreements include put and call options pursuant to which Nazara UK has the option to subsequently acquire the remaining ~50% stake in the Target Companies, resulting in 100% ownership by 2028, at a valuation based on 6.6x trailing calendar year EBITDA. The details of such acquisition shall be disclosed to the Stock Exchanges in accordance with Regulation 30 of the Listing Regulations upon exercise of the said options. In addition, the transaction includes performance-linked earn-outs, with a most probable total payout estimated at USD 98.2 million (INR ~898 crores), contingent on achievement of agreed revenue and EBITDA targets for CY2027–2029 and payable between 2028 and 2030. A substantial portion of the contingent consideration is expected to be funded through the Target Companies' own operating cash flows and distributions, with up to 25% of each instalment settleable in kind i.e. through issuance of Nazara UK Shares, and which subsequently will be swapped with the Company’s equity, at the sole discretion of the Company and subject to regulatory and shareholder approval. The contingent consideration is entirely performance-linked and payable only upon achievement of agreed revenue and EBITDA milestones, thereby aligning the total consideration with the actual financial performance of the Target Companies. In this regard, the Share Purchase Agreement and other definitive agreement(s) dated March 18, 2026 have been executed for the purposes of the said acquisition and to record the terms, conditions and other matters in connection therewith. The aforesaid acquisitions will be subject to compliance with the applicable laws, and such other regulatory / statutory approvals as may be required, and in such manner and on such terms & conditions as mutually agreed in the Share Purchase Agreement and definitive agreements entered amongst the Company, Sellers and Nazara UK. Upon completion of the aforesaid acquisition, Bluetile and Bestplay will become subsidiaries of Nazara UK and step-down subsidiary of the Company. The details in relation to the above, as required under the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed as Annexure A to the intimation dated March 18, 2026Transaction ModificationWe wish to inform you that the Board of Directors of Nazara Technologies Limited (“the Company”) at their meeting held on August 03, 2026 inter alia, considered and approved further to disclosure dated March 18, 2026 informing the Stock Exchanges regarding acquisition of Bluetile Games, S.L. (“Bluetile”) and Bestplay Systems, S.L. (“Bestplay”) (Bluetile and Bestplay, collectively, the “Target Companies”) by Nazara Technologies UK Limited (“Nazara UK”), a whollyowned subsidiary of the Company (“Acquisition”) and execution of the Share Purchase Agreement (“original SPA”) for the said acquisition, we wish to inform you that, in order to expedite the Acquisition, the Board has granted its in-principle approval to Nazara UK to proceed with the acquisition on revised commercial terms, by entering into an Amended and Restated Share Purchase Agreement (“Amended SPA”), which amends and restates the original SPA in its entirety and shall supersede the original SPA upon execution. As the revised terms do not include any stock consideration, the Company, which was originally a party to the SPA in relation to the issuance of shares in the Company as part of the stock consideration, is being released from the agreement and will have no further rights or obligations thereunder. Pursuant to Regulation 30 of the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the revised terms (as against those disclosed on March 18, 2026) is setout in Annexure – B to the intimation dated August 03, 2026. 1. Brief details of any governmental or regulatory approvals required for the acquisition: The Company has received requisite approvals. 2. Indicative time period for completion of acquisition - Within 60 days. 3. Nature of consideration - whether cash consideration or share swap and details of the same: Cash Consideration of USD 80.38 million (INR ~772 Crores). Under the original SPA, in addition to the upfront cash consideration, the Sellers were entitled to a performance-linked earn-out over CY2027–2029, estimated in the March 18, 2026 disclosure at a most-probable payout of USD 98.2 million (~INR 898 Crores). Under the new terms, there is no earn-out. The Sellers will receive a fixed price, payable in four tranches, i.e. a Closing payment followed by three further instalments currently scheduled for October 31, 2026, December 31, 2026 and April 1, 2027. 4. Cost of Acquisition or the price at which shares are acquired: The aggregate fixed consideration under the Amended SPA is USD 303.02 million (~INR 2,909 crores), as against the original aggregate consideration (upfront plus most-probable earn-out) of ~USD 100.3 million (~INR 918 crores). 5. Percentage of shareholding /control acquired and / or number of shares acquired: 100% share capital of Bestplay. Under the original structure, Nazara UK was to acquire just over 50% of the share capital of each Target Company at first close, with the balance ~50% (held by the founder, Mr. Marc Schütze, and MSS HoldCo) acquirable at a later date pursuant to a separate call option agreement, with 100% ownership targeted by 2028. Under the Amended SPA, Nazara UK will acquire 100% of the share capital of each Target Company at Closing itself. Except the above-mentioned details, all other details relating to the said acquisition as disclosed by the Company on March 18, 2026 remain substantially the same. Note: The Company has filed a seperate XBRL for Bluetile Games S.L.