The directors present the group strategic report for the year ended 31 March 2026.

Corporate Overview

Nazara Technologies UK Limited (‘Nazara UK’) is a wholly owned subsidiary of Nazara Technologies Limited, India. The entity functions as the Group’s international investment and acquisition vehicle, holding overseas gaming assets and supporting global expansion initiatives.

Entity Setup and Capital Structure:

Nazara Technologies UK Limited (Company No. 15868701) is incorporated in the United Kingdom on 31 July 2024 as a private company limited by shares with its registered office at 4 More London, Riverside, London, England, SE1 2AU and principal activity in game publishing.

At incorporation, the company had a share capital of GBP 100 (100,000 equity shares of GBP 0.001 each) as part of its formation documentation. Subsequently, fresh capital of GBP 4,236,346 was raised following a share allotment on 25 February 2025. As at 31 March 2026, the company has a share capital of 4,236,346,000 shares of GBP 0.001 each.

Strategic Role within the Nazara Group

• Drive international expansion in the UK, Europe, and North America.

• Acquire and manage IP-led gaming studios and content businesses.

• Provide centralized analytics, monetisation, and live-operations support to portfolio companies.

• Diversify revenue streams outside India and reduce concentration risk.

Key Strategic Activity – Acquisition of Curve Games

During FY 2025–26, Nazara UK completed the acquisition of Curve Games, a UK-based, established independent video game publisher with a portfolio of award-winning titles across PC, console and mobile platforms. The transaction consideration is GBP 21.64 million. Post-acquisition, Curve Games became a wholly owned subsidiary of Nazara Technologies UK Limited and a step-down wholly owned subsidiary of Nazara Technologies Limited.

• Segment: Independent ("indie" / "Triple-I") game publishing and development across PC, console and mobile platforms

• Flagship IPs include the multi-million-selling Human: Fall Flat, along with For The King, Bomber Crew, The Ascent and Lawn Mowing Simulator

• Acquisition includes Curve's in-house development studios, Runner Duck (Brighton, UK) and IronOak Games (Vancouver, Canada)

• Monetisation primarily through premium (paid) game sales across digital storefronts and consoles, supplemented by downloadable content (DLC) and ongoing post-launch updates.

Strategic Rationale

• Strengthens Nazara’s global IP-based gaming portfolio.

• Provides immediate presence in developed Western markets.

• Enhances margin profile through premium narrative content, premium PC and console content.

• Leverages Nazara’s analytics, user acquisition, and data capabilities to scale Fusebox and Curve Games’ titles.

Integration & Operations

Post acquisition, Both Fusebox Games (which is acquired last year) and Curve Games continues to operate with local management autonomy while benefiting from group-level technology, analytics, and publishing capabilities. Shared services enable improved marketing efficiency, cross-promotion, and operational scalability.

Financial & Reporting Considerations

• Fusebox and Curve Games results consolidated as a step-down subsidiary under Ind AS / UK GAAP.

• Nazara UK supported through intercompany funding for acquisitions and working capital.

• Goodwill and intangible assets recognized on acquisition to be tested annually for impairment.

• The group is financed by inter-company debt, with trade debtors/creditors arising from normal operations; no hedging arrangements were entered into; the group holds sufficient USD, EUR, GBP funds to meet short-term liabilities in those currencies.

Management monitors a range of financial and operational KPIs to assess performance against strategic objectives on a subsidiary level basis by reference to the following KPIs:

Principal Risks

• Dependence on distribution and advertising platforms

The group derives a significant proportion of its revenue through third-party digital storefronts, app stores and advertising networks, and changes to their policies, algorithms, fees or performance could affect revenue. This risk is mitigated by distributing across multiple platforms and partners, monitoring performance regularly, and reallocating traffic and spend in response to performance or policy changes. The group also maintains close commercial relationships with key platform partners.

• Customer acquisition and user engagement

Growth depends on acquiring and retaining players cost-effectively in a competitive market. Marketing spend is managed against return-on-ad-spend and payback targets, with spend reallocated or reduced where titles or regions do not meet these thresholds. New games are tested with players before broader rollout to assess retention and monetisation. The group also invests in content updates and new features to maintain player engagement, and has a diversified portfolio across genres and regions, reducing reliance on any single title or market.

• Foreign exchange

The group operates internationally, with a significant proportion of revenue and costs denominated in currencies other than its reporting currency, principally US dollars and euros. Much of this exposure is naturally hedged, as revenue and key operating costs, including marketing, are generally denominated in the same currencies. Management regularly monitors currency exposures and cash balances, maintains funds in the currencies needed to settle liabilities, and will consider formal hedging where exposures become significant.

• Tax and regulatory compliance

The group operates across multiple jurisdictions and is subject to evolving tax, data protection, consumer protection and other regulatory requirements. It engages external tax and legal advisers in the relevant jurisdictions, maintains transfer pricing arrangements for intra-group transactions, and monitors regulatory developments, including data privacy requirements, with oversight from local management and the group finance team.

• Technology and data platform

The group relies on its technology, data systems and third-party cloud providers to operate its games and support decision-making. It uses established cloud infrastructure providers and invests in its own data and analytics capabilities. In-house development teams, supported by specialist contractors, maintain access controls, backup arrangements and security measures to mitigate the risk of disruption, data loss and cyber incidents. The group also maintains cyber insurance cover.

• Litigation and intellectual property

The value of the group depends on protecting its games, source code and other intellectual property, including IP licensed from third parties. Employment and contractor agreements include confidentiality and IP assignment provisions, and access to source code is controlled. The group engages external legal advisers to manage disputes and regularly assesses potential exposure.

Outlook

Nazara UK is expected to remain the Group’s primary overseas investment platform, supporting further acquisitions and organic growth of international gaming operations. Management expects continued contribution from Fusebox and Curve Games and other global assets toward revenue diversification and sustainable EBITDA growth.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2026.

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

The results for the year are set out on page 9.

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

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

On 3 August 2026, Nazara Technologies UK Limited, completed the acquisition of 100% of the issued share capital of Bluetile Games S.L. (formerly Playvalve S.L.) and BestPlay Systems S.L., both companies incorporated in Spain, for a fixed all-cash consideration of $303.0 million ($223.0 million attributable to Bluetile and $80.0 million attributable to BestPlay). This completion superseded the terms originally agreed 18 March 2026, under which the Group had proposed to acquire an initial 50% controlling stake for $100.3 million, together with a call/put option over the remaining stake and performance-linked earn-outs of up to $98.2 million.  Of the total consideration, $89.45 million was paid in cash on completion, with the remaining $214.0 million payable in multiple instalments.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of post balance sheet events, future developments, research and development and financial instruments.

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 auditor of the company 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 auditor of the company is aware of that information.

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

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group 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 United Kingdom 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 group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Nazara Technologies UK Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 March 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 March 2026 and of the group's loss for the year 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 group and parent 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 group's and parent 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' report for the financial year 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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the directors' responsibilities statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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 group and 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 group and 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 group and company. We determined that the following were most relevant: FRS 102 and Companies Act 2006.

• We considered the incentives and opportunities that exist in the group and 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 group and company, together with the discussions held with the group and 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.

• 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 and consolidated balances and transactions.

• Testing all material consolidation adjustments.

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.

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,322,677 (2025 - £721,649 loss).

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

Nazara Technologies UK Limited (“the company”) is a private limited company, limited by shares, and domiciled and incorporated in England and Wales. The registered office is 4 More London, Riverside, London, England, SE1 2AU.

The group consists of Nazara Technologies UK Limited and its subsidiaries.

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 amounts in these financial statements are rounded to the nearest £.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The prior period figures cover the period from 31 July 2024 (date of incorporation) up to the date of 31 March 2025, therefore the prior period figures may not be entirely comparable.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes consideration payable and the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

The parent company acquired Curve Digital Entertainment Limited, at 1 April 2025, acquiring 100% of the shares.

The consolidated group financial statements consist of the financial statements of the parent company Nazara Technologies UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

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

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group 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.

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. Where revenue received exceeds costs incurred to date and profits are not anticipated, the balance is treated as deferred income and held on the balance sheet until further costs are incurred or profits anticipated. At this point the deferred income is released to the profit and loss.

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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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.

There is an option to defer the development expenditure and carry it forward as an intangible asset. Treatment 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 of assets less their residual values over their useful lives.

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

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

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

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 recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group 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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies, 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 payments 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. Amounts 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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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 cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

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 leased asset are consumed.

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.

The financial statements of overseas subsidiaries are translated into the Group's presentation currency. Assets and liabilities are translated at the closing exchange rate at the reporting date, while income and expenditure are translated at the average exchange rates for the period.

Exchange differences arising on translation are recognised in Other Comprehensive Income (OCI) and accumulated within the Currency Translation Reserve in equity. These translation differences are not recognised in profit or loss unless the related foreign operation is disposed of, at which point the cumulative translation reserve is reclassified to profit or loss.

In the application of the group’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.

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

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.

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.

The Company holds investments in subsidiaries which are considered for indicators of impairment at the year end. Where indicators exist, the Company has considered the further earnings potential of these subsidiaries by using cash flow forecasts.

Assumptions are drawn upon in preparing the forecasts relating to turnover growth and margin. The directors have used their knowledge of the business and the industry in preparing these forecasts and the assumptions drawn require significant judgement and estimation, however, these are the directors best estimates.

As at period ended 31 March 2025 the group acquired 100% of the shareholding of Fusebox Games Limited and at the beginning of this year the group acquired 100% of the shareholding of Curve Digital Entertainment Limited. On acquisition the group recognised goodwill, which is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Based on the performance of the subsidiary acquired, the directors have not recognised any impairments on the goodwill balance. Where indicators of impairment exist, the group has considered the further earnings potential of these subsidiaries by using cash flow forecasts. Assumptions are drawn upon in preparing the forecasts relating to turnover growth and margin. The directors have used their knowledge of the business and the industry in preparing these forecasts and the assumptions drawn require significant judgement and estimation, however, these are the directors best estimates.

The group has recognised the value of its game applications, used in the business, at fair value on acquisition. The group consulted with external valuers to ascertain the fair value of its game applications.

The valuation is inherently subjective due to, among other factors, the individual nature, popularity and longevity of the underlying game.

Fusebox Games Limited

The valuers relied on the income approach, and specifically applied the excess earnings method under the Income approach to estimate the fair market value of the game application. The valuers made a number of significant assumptions in the model when arriving at the fair value.

Significant assumptions

- Earnings projection

A 15 year earnings projection was used in the valuation model

- Discount rate

A 11.75% discount rate, determined using the Weighted Average Cost of Capital, was used to calculate the Net Present Value of future earnings.

- Terminal Value

A terminal rate was not applied after a 15-year projection.

Curve Digital Entertainment Limited

The valuers relied on the cost and income approach. Specifically , applied the replacement cost for the valuation of the workforce under the cost approach and the excess earnings method under the Income approach to estimate the fair market value of the game application and customer contracts. The valuers made a number of significant assumptions in the model when arriving at the fair value.

Significant assumptions

- Earnings projection

An 8 year earnings projection was used in the valuation model

- Discount rate

A 16% and 16.5% discount rate, determined using the Weighted Average Cost of Capital, was used to calculate the Net Present Value of future earnings in relation to Customer contracts and Curve Gaming intellectual property respectively.

- Terminal Value

A terminal rate was not applied after an 8-year projection.

The directors believe that the assumptions used are reasonable and are in line with industry standards and that the net book value of the game application is materially in line with the market value at the year-end date.

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

Their aggregate remuneration comprised:

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2026 are as follows:

Other debtors of £2,160,292, due from a group company is expected to be repaid fully in 5 years subject to an interest rate of 8.5%. There is no penalty for early repayment.

The loans due from group undertakings or from related parties are subject to an interest of 8.5%. They are either to be repaid fully in 5 years or upon confirmation of a written notice. There is no penalty for early repayment.

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

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits.

The deferred tax liability set out above has arisen due to the acquisition of the intellectual property. This will be unwound over 4-6 years.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The ordinary shares carry to full voting rights, profit and capital distribution (including on winding up).

The issue of shares in the prior year was incorrectly shown as giving rise to share premium of £4,236,346 whereas the shares were all issued at par. A prior year adjustment has been made to reclassify the share premium amount to issued share capital.

On 1 April 2025 the group acquired 100% percent of the issued capital of Curve Digital Entertainment Limited Group.

On 3 August 2026, Nazara Technologies UK Limited, completed the acquisition of 100% of the issued share capital of Bluetile Games S.L. (formerly Playvalve S.L.) and BestPlay Systems S.L., both companies incorporated in Spain, for a fixed all-cash consideration of $303.0 million ($223.0 million attributable to Bluetile and $80.0 million attributable to BestPlay). This completion superseded the terms originally agreed 18 March 2026, under which the Group had proposed to acquire an initial 50% controlling stake for $100.3 million, together with a call/put option over the remaining stake and performance-linked earn-outs of up to $98.2 million.  Of the total consideration, $89.45 million was paid in cash on completion, with the remaining $214.0 million payable in multiple instalments.

The ultimate controlling party of Nazara Technologies UK Limited is Nazara Technologies Limited, a company registered in India.

The results of Nazara Technologies UK Limited are consolidated into Nazara Technologies Limited. The accounts of Nazara Technologies Limited are publicly available. The address of the parent's registered office is 11th Floor, Avighna House, Dr. A.B. Road, Worli, Mumbai, Maharashtra, India – 400018

For the financial year ended 31 March 2026, the below subsidiaries are exempt from the requirements stipulating that they be audited since they fulfil all the conditions for exemption under section 479A of the Companies Act 2006.

The name of the subsidiaries are as follows:

- Attack Games Limited (Company number 06428957)

- Curve Digital Entertainment Limited (Company number 09883386)

- Curve Games Development One Limited (Company number 11335991)

- Runner Duck Games Limited (Company number 10473771)

- Kuju Limited (Company number 04335012)

The outstanding liabilities at the balance sheet date of the above subsidiary undertakings have been guaranteed by Nazara Technologies UK Limited pursuant to s479A to s479C of the Companies Act 2006.