Company registration number 10233309 (England and Wales)
FUSEBOX GAMES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
FUSEBOX GAMES LTD
COMPANY INFORMATION
Directors
J S Saldanha
(Appointed 23 August 2024)
R W Davies
(Appointed 23 August 2024)
Company number
10233309
Registered office
4 More London
Riverside
London
England
SE1 2AU
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
FUSEBOX GAMES LTD
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 22
FUSEBOX GAMES LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the period ended 31 March 2025.

Review of the business

The Company's principal activity is the development, publishing and live operation of IP driven games for mobile platforms. Revenue is generated through a combination of in‑game purchases and advertising.

The Company's strategy is to deliver sustainable long‑term growth by investing in the development of high‑quality IP backed game titles, expanding and retaining the player base through ongoing content updates and community engagement and diversifying revenue streams across platforms, geographies and monetisation models.

At the start of the years the company was acquired by Nazara Technologies UK Limited. During the year, the Group focused on securing long term contracts with IP holders to grow the development pipeline, and continue to supporting its existing live titles. The group had a successful year with revenue earned in the year amounting to £14.4 million and EBITDA of £2.8 million. The groups trade related entirely to its UK operations.

2025/26’s focus is on continuing to develop new products to be offered to users by strengthening the development teams, as well as improving the game experience and monetisation for its existing products with User Acquisition strategies and live ops support.

Principal risks and uncertainties

There are a number of risks affecting the business

- Game Development and Delivery risk - The development of video games is inherently complex and subject to delays, cost overruns and creative challenges. Failure to deliver games to the required quality, on time or within budget could adversely affect revenues and profitability.

- Digital Platforms - The Group is dependent on third‑party digital storefronts, platform holders and service providers. Changes to platform terms, fees, algorithms or policies could adversely impact revenues.

- IP Risk – The games are based on IP owned by third parties. Termination of these license agreements would affect revenue. The royalties payable are also significant to the cost base, meaning an increase in royalty rates would directly impact profit.

- UA risk - Cost Per Install (CPI) can be volatile and is influenced by factors outside the Group’s control, including competition for advertising inventory, changes to platform advertising algorithms and seasonality. UA is the biggest driver of revenue performance.

- Liquidity risk - The group maintains a level of cash deposits and bank facilities deemed adequate by management to finance its operations and to mitigate the effects of fluctuations in cash flows, and also provide sufficient funds to meet the growth strategy.

Key performance indicators

Management use a series of KPIs to review business conditions on a weekly and monthly basis. As well as keeping a close eye on gross profit % and net profit %, management consider player statistics (retention, DAU’s and ARPPU) and revenue ratios in relation to UA strategy (Return on ad spend) to be key in maintaining the optimum balance of costs to revenue. These KPIs are monitored monthly with adjustments made to the business to ensure they are in alignment with the directors expectations.

On behalf of the board

R W Davies
Director
16 March 2026
FUSEBOX GAMES LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -

The directors present their annual report and financial statements for the period ended 31 March 2025.

Principal activities

The principal activity of the company is that of ready-made interactive leisure and entertainment software development.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

N Curran
(Resigned 23 August 2024)
E M Davies
(Resigned 23 August 2024)
S K Geater
(Resigned 23 August 2024)
C N Lee
(Resigned 23 August 2024)
J S Saldanha
(Appointed 23 August 2024)
R W Davies
(Appointed 23 August 2024)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
R W Davies
Director
16 March 2026
FUSEBOX GAMES LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2025
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland.' Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

FUSEBOX GAMES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FUSEBOX GAMES LTD
- 4 -
Opinion

We have audited the financial statements of Fusebox Games Ltd (the 'company') for the period ended 31 March 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the period then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

FUSEBOX GAMES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FUSEBOX GAMES LTD (CONTINUED)
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Obtaining third-party confirmation of material bank and loan balances.

- Documenting and verifying all significant related party transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

FUSEBOX GAMES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FUSEBOX GAMES LTD (CONTINUED)
- 6 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The prior period figures were not subjected to an audit.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Dean Stevens (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit, Statutory Auditor
Chartered Accountants
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
16 March 2026
FUSEBOX GAMES LTD
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2025
- 7 -
Period
Period
ended
ended
31 March
22 August
2025
2024
Notes
£
£
Turnover
3
14,432,793
12,729,414
Cost of sales
(12,078,493)
(10,702,397)
Gross profit
2,354,300
2,027,017
Administrative expenses
(144,371)
(4,317,451)
Operating profit/(loss)
4
2,209,929
(2,290,434)
Interest receivable and similar income
7
24
80
Interest payable and similar expenses
8
(204,611)
-
0
Other gains and losses
9
-
(723,384)
Profit/(loss) before taxation
2,005,342
(3,013,738)
Tax on profit/(loss)
10
2,097,457
561,125
Profit/(loss) for the financial period
4,102,799
(2,452,613)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

FUSEBOX GAMES LTD
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 8 -
31 March 2025
22 August 2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
413,757
-
0
Tangible assets
12
18,801
14,005
432,558
14,005
Current assets
Debtors
13
6,174,402
5,399,768
Cash at bank and in hand
4,189,561
1,524,712
10,363,963
6,924,480
Creditors: amounts falling due within one year
14
(7,183,483)
(9,958,429)
Net current assets/(liabilities)
3,180,480
(3,033,949)
Total assets less current liabilities
3,613,038
(3,019,944)
Capital and reserves
Called up share capital
16
493
493
Share premium account
3,728,865
3,728,865
Capital redemption reserve
22
22
Profit and loss reserves
(116,342)
(6,749,324)
Total equity
3,613,038
(3,019,944)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 16 March 2026 and are signed on its behalf by:
R W Davies
Director
Company registration number 10233309 (England and Wales)
FUSEBOX GAMES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 9 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
400
3,720,621
22
(4,296,711)
(575,668)
Period ended 22 August 2024:
Loss and total comprehensive income
-
-
-
(2,452,613)
(2,452,613)
Issue of share capital
16
93
-
0
-
-
93
Other movements
-
8,244
-
-
8,244
Balance at 22 August 2024
493
3,728,865
22
(6,749,324)
(3,019,944)
Period ended 31 March 2025:
Profit and total comprehensive income
-
-
-
4,102,799
4,102,799
Other movements
-
-
-
2,530,183
2,530,183
Balance at 31 March 2025
493
3,728,865
22
(116,342)
3,613,038
FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

Fusebox Games Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4 More London, Riverside, London, England, SE1 2AU.

1.1
Reporting period

The current figures cover the period from 23 August 2024 up to the date of 31 March 2025. T he prior period figures cover the period from 1 January 2024 up to the date of 22 August 2024. There was a change in the period end due to the acquisition of Fusebox Games Ltd. Comparable amounts presented in the financial statements (including related notes) are not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Nazara Technologies UK Limited. These consolidated financial statements are available from its registered office: 4 More London, Riverside, London, England, SE1 2AU.

1.3
Going concern

The company meets its day to day working capital requirements through the utilisation of its own funds and loan facilities.true

Existing funding facilities, forecasts and projections indicate that the company has adequate resources to continue with some level of activity from a minimal to full levels.

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements.

1.4
Turnover

Revenue comprises distribution revenue receivable and is recognised in the profit and loss in the period it is contractually due and expended on production and other costs.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Intangible assets under development are not amortised.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

T here is an option to defer the development expenditure and carry it forward as an intangible asset. T reatment of capitalised development costs requires that where development costs are recognised as an asset, they should be amortised over the periods expected to benefit from them.

Internally generated intangible assets are measured at cost on initial recognition. Cost includes all directly attributable expenditure required to create and produce the asset for its intended use.

Amortisation should begin only once commercial production has started or when the developed product or service comes into use. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.

No amortisation has been recognised in this period however, as assets are not yet ready for use.

Development costs
2 years
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
33.33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The company is eligible to claim a tax credit on video game production costs. The tax credit comprises relief based on total net costs and an additional deduction for enhanceable expenditure. The company claims a payment based on the amount of enhanceable expenditure and carries losses arising from total net costs forward against future profits.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the fixed assets.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted valued in line with proceeds received upon exercise the day after the reporting end date. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the shares that will vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Deferred tax asset

A deferred tax asset is recognised when it has become probable that sufficient future taxable profits will be available against which the temporary difference can be utilized. Recognition, therefore involves judgement regarding the prudent forecasting of future taxable profits of the business and in applying an appropriate risk adjustment factor.

Based on future forecasts and post year end results, it has been concluded that a deferred tax asset should be recognised for the carry forward of unused tax losses.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 15 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share based payments

Options issued under EMI and unapproved schemes granted issue of 7,261 Ordinary A- Shares were exercised on the first day of the reporting period due to an exercise condition being met. In the prior year t he value per share wa s based on the proceeds received for the Ordinary A-Shares. There are no material accounting estimates in the current year.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Games Income: IAP (iOS)
11,523,743
9,621,535
Games Income: IAP (Android)
1,910,740
2,126,983
Games Income: IAP (Santo)
19
12
Games Income: Ads (iOS))
747,628
734,489
Games Income: Ads (Android)
250,663
246,395
14,432,793
12,729,414
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
2,301,955
2,366,117
United States
8,699,137
8,009,265
Rest of the world
3,431,701
2,354,032
14,432,793
12,729,414
2025
2024
£
£
Other revenue
Interest income
24
80
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the period is stated after charging/(crediting):
£
£
Exchange gains
(13,157)
(15,327)
Fees payable to the company's auditor for the audit of the company's financial statements
22,750
-
0
Depreciation of owned tangible fixed assets
4,738
1,867
Share-based payments
-
2,496,324
Operating lease charges
5,663
36,333
FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 16 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
2024
Number
Number
38
29

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,204,335
3,485,103
Social security costs
215,899
185,336
Pension costs
67,890
57,439
1,488,124
3,727,878

In the financial statements for period-ended 22 August 202 4, wages and salaries were recognised under production costs. Therefore wages as at 22 August 2024 have been restated to reflect the current year disclosure.

6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
8,000
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
24
80
8
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
204,611
-
0
9
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain/(loss) on financial liabilities held at fair value through profit or loss
-
0
(723,384)
FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 17 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(541,330)
(561,125)
Deferred tax
Origination and reversal of timing differences
(1,556,127)
-
0
Total tax credit
(2,097,457)
(561,125)

The actual credit for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
2,005,342
(3,013,738)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
501,336
(753,435)
Tax effect of expenses that are not deductible in determining taxable profit
66
1,217,386
Change in unrecognised deferred tax assets
(1,494,578)
(438,960)
Adjustments in respect of prior years
-
0
2,563
Other permanent differences
(481,735)
-
0
Under/(over) provided in prior years
-
0
(2,562)
Tax relief in respect of gift aid
-
0
(19,833)
Video game development tax profit adjustment
(622,546)
(566,284)
Taxation credit for the period
(2,097,457)
(561,125)
FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 18 -
11
Intangible fixed assets
Development costs
£
Cost
At 23 August 2024
-
0
Additions
413,757
At 31 March 2025
413,757
Amortisation and impairment
At 23 August 2024 and 31 March 2025
-
0
Carrying amount
At 31 March 2025
413,757
At 22 August 2024
-
0
12
Tangible fixed assets
Fixtures and fittings
£
Cost
At 23 August 2024
15,945
Additions
9,534
At 31 March 2025
25,479
Depreciation and impairment
At 23 August 2024
1,940
Depreciation charged in the period
4,738
At 31 March 2025
6,678
Carrying amount
At 31 March 2025
18,801
At 22 August 2024
14,005
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,607,676
1,811,340
Corporation tax recoverable
1,101,352
1,364,825
Other debtors
601,451
862,930
Prepayments and accrued income
307,796
1,360,673
4,618,275
5,399,768
FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
13
Debtors
(Continued)
- 19 -
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 19)
1,556,127
-
0
Total debtors
6,174,402
5,399,768
14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Loan notes
18
-
0
758,540
Shareholder's loans
15
-
0
1,695,000
Warrant creditor
-
821,437
Other loans
15
4,190,491
1,259,292
Trade creditors
643,053
1,051,766
Taxation and social security
70,402
-
0
Liability for share based payments
17
-
0
2,496,324
Other creditors
5,846
8,458
Accruals and deferred income
2,273,691
1,867,612
7,183,483
9,958,429

L oan notes were issued in a bundled transaction with warrants issued to the loan note holders. The loan notes were repaid upon acquisition of Fusebox Games Ltd by Nazara Technologies UK Limited.

The warrants are stated in the financial statements at fair value in the prior year. The warrants were exercised the first day of the reporting period upon the acquisition of Fusebox Games Ltd.

Options issued under EMI and unapproved schemes granted issue of 7,261 Ordinary A Shares. These were exercised the first day of the reporting period upon the acquisition of Fusebox Games Ltd by Nazara Technologies UK Limited.

15
Loans and overdrafts
2025
2024
£
£
Shareholder loans
-
0
1,695,000
Other Loans from group undertakings
4,190,491
-
0
Other loans
-
0
1,259,292
4,190,491
2,954,292
Payable within one year
4,190,491
2,954,292

The long-term loan has an interest rate of 8.5%.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 20 -
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Founder shares of 1p each
13,112
13,112
132
132
A Ordinary shares of 1p each
36,187
36,187
361
361
49,299
49,299
493
493

The Founder shares have the full voting rights and are not redeemable. Rights to dividends, distributions and returns of capital including the distribution of surplus assets on a winding up are allocated as 99.99% amongst the A Ordinary shareholders pari passu with the balance amongst the Founder shareholders.

The A Ordinary shares also carry the full voting right s.

17
Share-based payment transactions

EMI share options

EMI share options have a contractual life of 4 years. The Vesting condition is continuous employment working for the company for at least 75% of their overall working time. The Option shall become exercisable immediately prior to a Sale or a Listing, to the extent it has not already lapsed.

The fair value

The fair value of the options is expensed over the vesting period and as these were exercised the first day of the reporting period, due to an exercise condition being met, the fair value is deemed to be the proceeds received from the sale.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 23 August 2024
7,261
7,261
343.80
343.80
Exercised
(7,261)
0
-
0
343.80
-
0
Outstanding at 31 March 2025
-
0
7,261
-
0
-
0
Exercisable at 31 March 2025
-
0
-
0
-
0
-
0
Liabilities and expenses

During the period, the company recognised total share-based payment expenses of £nil (2024: £2,496,324) which related to cash settled share based payment transactions.

The total carrying amount at the end of the period for liabilities arising from share-based payment transactions is £nil (2024: £2,496,324).

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 21 -
18
Convertible loan notes
2025
2024
£
£
Liability component of convertible loan notes
-
758,540

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 16.47%.

The equity component of the convertible loan notes has been credited to the equity reserve.

This has been eliminated this year following the sale and acquisition of Fusebox Games Ltd.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2025
2024
Balances:
£
£
Fixed asset timing differences
(108,140)
-
Tax losses
1,656,938
-
Short term timing differences
7,329
-
1,556,127
-
2025
Movements in the period:
£
Liability at 23 August 2024
-
Credit to profit or loss
(1,556,127)
Asset at 31 March 2025
(1,556,127)

The deferred tax asset set out above is expected to reverse greater than 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

FUSEBOX GAMES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 22 -
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
67,890
57,439

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Ultimate controlling party

The immediate parent company is Nazara UK Technologies Limited, a company incorporated in England and Wales. The address of the parent's registered office is 4 More London, Riverside, London, England, SE1 2AU.

The ultimate parent company is Nazara Technologies Limited, a company incorporated and listed in India. T he address of the parent's registered office is 51-57, Maker Chambers 3 Nariman Point, Mumbai, Maharastra 400 021, IN. The results of Fusebox Games Limited are included within the consolidated financial statements of Nazara Technologies Limited. The accounts of Nazara Technologies Limited are publically available.

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