Nazara Technologies (NAZARA) investor relations material

Deal rationale and strategic fit

• Acquisition positions the buyer at the forefront of AI-driven gaming with an integrated content, engagement, and distribution platform.

• Combines AI-enabled game development and live operations with a rewarded engagement platform to accelerate global scaling of casual and social gaming titles.

• Strategic fit leverages global publishing, IP, and distribution strengths to optimize and expand the gaming portfolio.

Financial terms and conditions

• Initial acquisition of a 50% controlling stake for USD 100.3 million (~INR 918 crores).

• Call and put options allow for acquisition or sale of the remaining ~50% by 2028 at a 6.6x trailing EBITDA valuation.

• Performance-linked earn-outs estimated at USD 98.2 million (~INR 898 crores), payable from 2028 to 2030, contingent on revenue and EBITDA targets.

• Up to 25% of each earn-out installment may be paid in listed equity at the acquirer's discretion.

Synergies and expected cost savings

• Integration of AI across development, marketing, and live operations expected to compress development cycles and maximize user monetization.

• BestPlay's platform enhances player acquisition, retention, and cross-promotion across the game portfolio.