5432802026-08-075432802026-08-072026-08-07543280NAZARA TECHNOLOGIES LIMITEDNAZARANOTLISTEDINE418L01047Updatefalse2026-08-0620:16:002026-03-182026-08-032026-08-07Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) - UpdateAcquisition (including agreement to acquire)The Board of Directors of Nazara Technologies Limited (the “Company”), at its meeting held on March 18, 2026, inter-alia, considered and approved the Grant 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, was enclosed as Annexure A to the intimation dated March 18, 2026 Othersfurther to our earlier disclosures dated March 18, 2026, June 16, 2026 and August 03, 2026, and in compliance with Regulation 30 read with Schedule III of the Listing Regulations, and pursuant to the Amended and Restated Share Purchase Agreement (“Amended SPA”) to the Original Share Purchase Agreement (“SPA”), executed amongst Bluetile Games, S.L. (“Bluetile”), Bestplay Systems, S.L. (“Bestplay”) (collectively, the “Target Companies”), the shareholders and founders of the Target Companies, and Nazara Technologies UK Limited (“Nazara UK”), a wholly-owned subsidiary of the Company, as referred to in our above communication, we hereby inform you that, on August 03, 2026, the Company has infused USD 3,38,46,807 (equivalent to ~INR 323.58 Crores) into Nazara UK by way of subscription to its equity shares, and USD 5,73,95,833 (equivalent to ~INR 548.70) Crores into Nazara UK towards Loan, subject to compliance with the applicable laws. In accordance with the Amended SPA, and basis the communication received from Nazara UK, on August 06, 2026, out of the total consideration of USD 303.02 million (equivalent to ~INR 2990 Crores) payable by Nazara UK to the Sellers, an amount of USD 89.45 million (equivalent to ~INR 851.51 Crores) has been paid in cash as the first tranche, towards acquisition of the Target Companies, and the balance consideration shall be discharged in the manner outlined in the Amended SPA, and an update on the same will be provided in due course. Consequent to the aforesaid acquisition, the Target Companies have become wholly-owned subsidiaries of Nazara UK, and step-down subsidiaries of the Company with effect from August 03, 2026.