Thanks for the opportunity. Great set of numbers. My question is to Raymond, if he is in the call. Raymond, can you just briefly talk about your journey regarding Bluetile? How did you scale up? Your background was from Google, where you were leading some trust and safety products, but how did this gaming came into your thing? And also, when I see your numbers, I see that in the last seven years you have scaled beautifully, so were there any inorganic acquisition that you went for, or was it all organic? That is my first high-level question to Raymond. Is Raymond on the call?

Hi, this is Nitish. Raymond is not on the call because he was on a flight during the timing of this call. He is represented by Maxime, who is going to take over as the CEO of Bluetile and BestPlay once Raymond moves to the Nazara side.

Right.

I think Maxime can answer some of this.

Yes. That works. Yes.

Okay. I cannot talk too much about Raymond's experience. He will talk to you about it more in- depth. What I know is that I have been working with Raymond for a while now. He is an absolutely extraordinary CEO. Now about the second question - no, it is not organic growth. So, the way we spend money here at Bluetile is that it is based on the profitability of the campaigns, so the UA. We released several new games, new features for the games, for BestPlay, and we have seen a great return on investment on many different campaigns. That is why we decided to increase the spend and therefore the growth in revenues. So, most of the increase in revenues is driven by paid acquisition, actually. And we did this in order to increase the revenue baseline and the user base, basically. That will give us full flexibility in the future to adjust revenues or EBITDA. So, this was driven by a paid user acquisition.

Okay. That sounds good. Secondly, this question is for Nitish. Basically, we have changed the deal that we will go for an all-cash deal. That is basically a liquidity exit to all the Bluetile and BestPlay investors. We are also appointing Raymond as the CEO of Nazara Technologies. What would be their skin in the game in this from a long-term shareholder’s perspective? Also, the day after tomorrow, we are having a Board Meeting for preferential raise? Can you just throw some light there?

Right. Yes. I obviously cannot comment on the fundraise and the preferential issue before the Board approves it. But, you can be rest assured that we are working on a structure that will incentivize the management team including Raymond as the CEO of Nazara. Over the next few days, we will communicate more on that.

Okay. Thanks. All the best.

Thank you. The next question comes from the line of Samarth Patel with Equirus. Please go ahead.

Thanks for providing me the opportunity. I had a couple of questions. First one was on Curve Games. If I remember correctly in the last call, you had mentioned that we will have six new releases this year. So, where do we stand today? In terms of margin, should we expect margin to stay at this level throughout the investment phase with respect to Curve Games? That's my first question.

Sure. Samarth, let me first answer this and then get Susan to deep dive into it. I think fundamentally what we have done over the last few quarters since we acquired Curve is to really push and encourage the team to start signing up new titles. Curve has been well known in the indie space for being able to select and bring excellent, successful titles to the market. But over the last few years, their ability to invest into signing new titles was significantly depressed, which was kind of constraining them. So, I think we have kind of unleashed them from that constraint, and I think they have done a very good job in terms of building a strong pipeline. Susan, if you may come in and talk about a bit more specifics around what's happening and what to expect in terms of the title roadmap, etc., it will be helpful.

Thanks, Nitish. Can you hear me?

Yes.

Hi there. Susan Planck, Curve Games. Yes. As Nitish said, we have been investing in new titles under Nazara since the acquisition last year. Our new development titles generally have a development cycle of 12 to 18 months, which has meant there has been some delay in reaping the benefits of the new signings under Nazara. However, we are looking at releases upcoming within the next three quarters of FY27, starting actually with Sovereign Tower, a title we are really excited about that's actually coming out later this week. We have then got Dragon Shelter releasing in September. And then a number of other new titles that we are incredibly excited about that are yet to be announced, coming before the end of the year. With respect to the margin, yes, our 27% EBITDA margin that we saw in Q1 of FY27 is lower than our expectation for the full year and indeed the margin of almost 40% that we delivered last financial year. The new titles that we have signed will contribute significantly to increasing that margin in the subsequent quarters of the year.

Hi, this is Rohit. If I may also add with respect to your question to the margin – we've got our own first-party studio, IronOak Games, which makes the game For The King. For The King II has been seeing a good upside on its numbers in the last couple of months, and this will continue, and therefore, as we go along, we will see better margin in the business. IronOak Games is also now working on some new titles, which again will be first-party titles and hence, they will deliver better margin as we go along in the next couple of quarters.

Understood. That was really elaborate and very helpful. My second question is on offline gaming. What is the total capital commitment that we will have to the offline business over, let's

say, next couple of years? And just building on that, which quarter the SMAAASH 2.0 experience will actually go live? If you can help me with those details.

Yes, sure. This is Nitish again. Right now, we are doing two things on offline gaming. One is, like I said, we are working on establishing the SMAAASH 2.0 product market fit, and the first reinvention is going to happen in the Lower Parel, Mumbai’s longstanding SMAAASH outlet, where we have already started with the design and back-end product and technology. We are going to start implementing soon. I think Q4 FY27, likely between January 2027 and March 2027, is when we will look to launch it at this point of time. In terms of Funky Monkeys, they continue to expand their centers quite successfully, and we will continue to encourage them to do that. We are funding it through internal accruals as well as some debt and some capital infusion by Nazara. Right now, our overall commitment across these two businesses, including some stake increase in Funky Monkeys, is approximately INR 50 odd crore. And beyond that, we have not decided any specific capital allocation, especially till we see the SMAAASH 2.0 product market fit.

Thank you, Nitish, for that information. Very helpful. My last question is on NODWIN. In the last quarter, we also spoke about raising anywhere between, let's say, $100 million-$200 million kind of capital, and NODWIN is also preparing for IPO. So, where do we stand in that process, and does the secondary sale of Nazara’s NODWIN shareholding form part of how the Bluetile consideration will get funded along with the preferential allotment that we talked about?

Yes. We have Akshat – the Founder and CEO of NODWIN. It will be best for him to answer this.

I will answer the first part, Nitish. The second part might be more appropriate for you to take.

Okay.

Look, NODWIN has been able to script a significant turnaround. Our shows are now selling out across the world. We are expanding some of our Comic Con shows, our premier IP, from 11 shows that we did last year to 14 domestically and two to three international ones also. We have had a bumper year on our esports IPs and with the clarity of Esports in India being a special category that has been made through the PROGA Act, we are looking at significant scale wins as part of our IPO process. And as we go out in the market, we will continue to talk to some of you and look at some guidance. The world is in a little crazy place right now, as you can understand, both geopolitically and figuratively where we are. Our process continues. We have very strong traction that is coming in for people who have interest in pre-IPO participation versus normal primary funding rounds. Then it is over to the shareholders and us to have this conversation of where do we want to take the company forward in all. I think we have the utmost support from Nazara and its management, and Nitish specifically to go ahead and chart our own path.

My question was that would the NODWIN secondary sale be part of how the Bluetile consideration gets funded along with the primary raise that we might do?

For the Bluetile consideration we have multiple options. One is that Bluetile already has a certain amount of cash on its balance sheet post our acquisition. I believe it's about give or take around $20 million that we will have access to. There will be additional cash flow generated by Nazara and Bluetile up to that period, which will be leveraged. There will be some component of debt that we would take. There could be some equity, and there could be stake sales. I think we have multiple options that we have factored in to conclude that transaction.

Understood, Nitish. That was really helpful. Thanks for providing the opportunity.

Sure.

Thank you. The next question comes from the line of Kunal Bajaj with Choice Institutional Equities. Please go ahead.

Yes. Hi, good morning. Thanks for taking my question. I have a couple of questions regarding margins. We see that EBITDA margins declined meaningfully this quarter. This is on the back of higher UA expenses. Should we expect relatively sharp normalization over the next few quarters, or the recovery is likely to be gradual? That is one. Regarding Bluetile margins as well, we see Bluetile margins in Q1 is around 11% as compared to 17% in the corresponding period last year. What are the key factors behind the decline?

Yes. I think I will answer for both the businesses or all the gaming businesses. I think the good news is that this is a good reason for the EBITDA decline, which means that while maintaining the guardrails of the LTV/CAC ratio, the revenue we want to make versus the cost we want to spend on user acquisition, while maintaining strong guardrails on that, we are seeing the ability to scale up through enhanced AI implementations, data analytics, and user acquisition capabilities. We are basically scaling the user acquisition in a very profitable manner. And if we continue to see that, we will continue to drive it. We have not kept any caps to it. I think the way to think about it is, if we are able to see tangible growth on the revenue side, we are not driving it at a cost of margins. It's just that the margins are deferred because all the user acquisition cost is being absorbed upfront. Eventually, this will, of course, normalize into much higher EBITDA margins being reported.

Okay. Just one more bookkeeping question. How do we see the quarterly D&A charges going forward?

I think, again, we amortize the intangibles that we take on book for the acquisitions. Currently, outside of Bluetile, they are broadly in steady-state what we have been reporting, and we continue broadly at the same level. Bluetile will obviously add its own amortization, which I don't have a specific number right now, but that can be easily calculated, or we can share it offline.

Sure. Just if I can pitch in one last question. Out of the $214 million transaction, which we are expecting to be completed by April 1, 2027, do we have the breakup of $214 million?

Anupriya, can you share that, please?

Sure. Out of the $214 million that we will acquire Bluetile and BestPlay for, around $75 million is due in 90 days from now. From within the total of $131 million beyond that, around $35 million in due in December 2026, and the subsequent last amount before 1 April 2027.

Okay, thanks. That's helpful. All the best.

Thank you.

Thank you. The next question comes from the line of Jinesh Joshi with PL Capital. Please go ahead.

Yes. Thanks for the opportunity. Sir, my question is with respect to the change in the mode of consideration with respect to the payouts relating to the Bluetile acquisition. In the earlier version, the interests of the shareholders were pretty much well-aligned given the fact that the payouts were staggered and any which ways, in the earlier scheme of things, 100% consolidation was to happen from day one. Although there was some bit of valuation uncertainty which was there in the earlier version. Apart from that, which will get eliminated now in the new version, you now have a fixed amount that you need to pay over a fixed time period. When it comes to the payouts, obviously, that was spread out over three years, and now by 1 April 2027, you have to make the balance payment of $214 million, which might lead to some kind of dilution, right? We are looking for some preferential raise, and maybe you also mentioned that we take some debt. Any specific reason to upfront the payments, maybe take debt, dilute rather than wait it out for three years? I’m asking this because the consolidation, anyway, was going to happen from day one without any minority interest accrual.

Yes. I think there were multiple considerations here. One is obviously the trajectory of Bluetile and BestPlay made the investment committee feel that the payouts eventually may turn out to be much larger because they were all performance-based payouts with annual payouts which could go up to 180% of the committed payouts. I think that was one consideration on what the payouts can be. I think the second was, since we thought that Raymond was really a good fit to come in as overall CEO, having continued performance metrics targtes for him for just a specific business would cause some level of conflict and misalignment, which we wanted to avoid. I think those are the two key reasons besides a few others. In terms of the consolidation question, while we were going to, as per accounting standards, consolidate, there would still be 50% leakage of the cash generated by Bluetile and BestPlay back to the founders, which in this case will now completely accrue to us. I think that is one advantage that we have. Lastly, in terms of how we intend to finance, I think, again, our investment committee has laid out a complete plan of action, which I will not be able to share right away. There's a thought-through plan on how to execute this transaction, as well as how to

align Raymond and his team on the overall success of Nazara versus just Bluetile or BestPlay on a standalone basis.

Sure. Sir, my second question is with respect to the tax notices that some of our real money gaming subsidiaries have received in the past. I think the Supreme Court has upheld that these are legitimate notices. I understand that we have fully written down our value of investments in PokerBaazi. Given the fact that we had some kind of ownership in these companies, will any kind of tax liability accrue to us is what I just wanted to know?

No, I think our exposure is limited to the extent of our investments in these companies. From a conservative approach, we have written them off completely.

Sure. Sir, one last question from my side. The share of loss of associates in this quarter was at about INR 62 crores. If I look at the performance of NODWIN, it was relatively steady on year- over-year basis, but I think the share of losses have magnified. Is there anything specific one-off in this quarter with respect to these losses?

I think most of the impairment and share of losses you are seeing are write-offs on the remnant values related to the Moonshine transaction. So, it's not primarily related to NODWIN per se, but mainly related to Moonshine. Earlier we had written off about 90% of the risk, but there was some carrying value. After the recent judgments, we have written it off completely.

Got it. Understood. Thank you so much.

Thank you. The next question comes from the line of Rahul Jain with Dolat Capital. Please go ahead.

Yes. Hi. Thanks for the opportunity. First of all, how the day-to-day responsibility, Nitish, changes for you now with the CEO change that has happened? Where most of your energy will be devoted incrementally? I think we could start with that, then I have some more questions.

Sure. I think Rahul, we will go back to how we operated with another CEO for seven years from 2015 to 2022. As the Joint MD, I was more involved in the strategy, vision, M&A, and long- term relationships for the company and establishing the brand on a global stage. So, I think a lot of my energies will go into that, along with the lens on what's the latest on technologies, etc., which are very fast-moving now in our industry, to make sure that we are on top of it. The CEO, Raymond, will be completely responsible for the day-to-day operations of the entire group and will be fully empowered to execute appropriately.

Right. Secondly, could there be more color in terms of how we are seeing potential for Fusebox business for this fiscal, and anything in terms of recovery that we are seeing on the Sportskeeda side, any inputs on that?

Yes. On the Fusebox side, their existing core game, which drives most of the revenues, Love Island, continues to do well. They have in recent times worked a lot on the product side which I think will continue to deliver fairly good results for them. The big step change for Fusebox is

going to happen through two things. One is the scale-up of their Big Brother game, which is already live, but it takes a few quarters for it to assimilate enough content to be able to scale, and I believe we are reaching that threshold now. We should start seeing a significant scale-up on Big Brother. Also very exciting is The Traitors game, which they have global rights to and will be launched soon.

Essentially, just to understand this aspect slightly better, is it safer to assume that Fusebox can continue a very high 20%+ type of growth with this event expected to play out anytime soon?

Yes. I am quite optimistic about the prospects. Like I said, their base game – Love Island - continues to perform well. Most of the growth we are seeing is right now only from the base game, and they have two games launching which have the potential to become as big or bigger than the base game. So, I think if executed correctly, Fusebox should have a significant runway, not only for this year, but in the years to come as well.

On Sportskeeda side?

Yes. Sportskeeda has not seen that kind of recovery, but I think I would really feel that they have hit their bottom and we are starting to see margin and everything else improve. Is Mayank on the call from Sportskeeda?

Yes, Nitish I am here.

Mayank, why don't you give a little deeper view?

Yes. With Sportskeeda, there are three things that we are focusing on. First is on the revenue front. We understand that the challenges with Google remain. We are diversifying our traffic sources and the revenue sources by opening up new distribution channels. Already seen some results of it on Q1, and this will only go up in the subsequent quarters with the U.S. sports season kicking in. Secondly, we are also investing in building the tool side of the Pro Football Network business, which will also work more independently from the ups and downs that we see on Google. We are investing in that side of the business as well. That has already again shown some results with more to come. And lastly, obviously, is cost optimization, something that we had been working on in the last financial year as well. That exercise continues, and we are already working with a very lean setup, trying to maximize ROI for the business.

Mayank, just to understand, now the revenue run-rate has come closer to our operating expenses, and these expenses have stayed stable for last two, three quarters. Do you see a further risk of revenue deceleration while cost stabilize around here, till the time you revive revenues? Is that a possibility, or do you think we are at kind of rock bottom and should see revenue momentum sequentially from this point?

The numbers that we have seen in Q1, that is in line with what we had set as internal expectations. The revenue will only go up in Q2 and more so in Q3 and Q4, which are the months

when U.S. sports season is most active with NFL, NBA, and all these sports kick in during that period. At that point of time, we will see Pro Football Network, Sportskeeda, and all our websites kicking in at their maximum potential.

Got it. Lastly, from my side, on the AdTech side of the business, we have seen a pretty strong momentum from a revenue point of view, but from an EBITDA perspective, it is not done pretty well. Is it that the COE aspect or maybe the cross leverage of this business into different Nazara business units has been playing out, or is this mostly towards its own business and nothing to do with user acquisition for the other businesses within the company?

Rohit, why don't you take that?

Sure. I think if Senthil is there, he can also add. But I think there are mainly two or three things. Obviously, we are focusing more on our technology products like Vizibl, which are getting very good traction in the market. Right now, we are in that phase where we are investing in sales and the product. And we will see these margins getting better, as we go along. Also, on the Space & Time side, if you see, there is growth happening. Some of our one or two large margin clients have cut down their budget for the last couple of months, but they will be back soon. These two factors will change, and our margins will become better. Even Senthil, who has now moved to U.K., has hired and is still more salespeople. And we will see much better profit margins in our AdTech businesses, especially for, as I said, our tech-led product called Vizibl, which is a DSP for mid-size businesses and is getting very good traction in the Western market. Senthil, if you would like to add something here, please go ahead.

Yes. Thanks, Rohit. So, I agree with pretty much everything that Rohit said. Just to also give a view, the growth in revenue in the AdTech business is not always going to directly correspond to that much increase in the EBITDA, because there is some amount of pass-through revenue also that is on the books, which represents anywhere between 60% to closer to 80% of the revenue, that top line that is reported. Right? That is one thing to keep in mind. The second thing, as Rohit said, and I want to reiterate is that there is growth in the product-related business, which has more of a standard product profile, where we have fixed costs where we have invested upfront but the growth in revenue or the growth in at least the net revenue after the pass-through, is significantly detached from any growth in the fixed cost. Right? The variable cost that you have to take on is relatively limited. So, we are very excited about that and the growth that we are seeing in the markets after having hired for sales and continuing down that path.

Got it. Thank you, Senthil and Rohit. That's it from my side.

Thank you. The next question comes from the line of Bhavik Shah with Invexa Capital LLP. Please go ahead.

Hello, sir. My first question is regarding Bluetile. What are the sustainable EBITDA margins there? How have we done in Q4 FY26 in terms of the revenue, EBITDA, and margin profile?

Yes. The reason for the increase in revenues and the flat EBITDA is that we see some great performance on some new games, new features for the games and for BestPlay. So, we decided to increase the spends to capitalize on the great performance in order to increase the revenue baseline and the user base, and while keeping the EBITDA flat. So that in the future we have true flexibility to adjust the EBITDA in case we want to, thanks to a bigger user base and a higher revenue baseline.

But what are the sustainable margins and what were the margins and EBITDA number last quarter?

So, the EBITDA margins in Q1 last year was 17.6%, now it is around 11%.

For the year, how do we look at Bluetile in terms of margin profile?

The year is looking good so far. It will depend a lot on the opportunities that we see on the new games, on the features that we launch for the games and for BestPlay. The good thing is that now that we have a really high revenue baseline, we have full flexibility to adjust the EBITDA accordingly. We are not sure yet, it's still the beginning of the year, how we are going to change this, but yes, we have full flexibility and the goal is definitely increasing the revenue at the moment but in the future, if we want to, we can increase the EBITDA margins whenever we think it's the right moment.

Okay. If you are spending on the user acquisition, what kind of growth are we looking in terms of revenue for the full year?

Yes. Again, we are not exactly sure. We have several games in the pipeline. It will depend a lot on the performance of these games, on the improvements that we bring to the games and to BestPlay. We can't confirm that it's going to be the same for each quarter. It will depend a lot on the performance of the games, on the seasonality. Yes, we are looking for higher revenues, but we can definitely play with the EBITDA in the future to increase the margins.

Okay. At Nazara level, do we want to give any guidance in terms of revenue, EBITDA, or margin?

Not at this point of time.

Sure. Thank you so much and all the best.

The next question comes from the line of Manan Poladia with MKP Securities. Please go ahead.

Hi. Thanks for the opportunity. My question is in relation to Curve Games and the launches of Badlands Crew and Dragon Shelter. I believe you have had a demo launch for Dragon Shelter and a full-scale launch for Badlands Crew. I was just wondering, based on the Steam reviews, it looks like it's doing well. If you could comment on either the economics or what kind of copies, we have sold so far.

Yes. Susan, can you take that?

Hi, sure. Badlands Crew released in Q1 FY26. It was well-received review-wise. A major third- party launch for us, we have currently sold around 50,000-60,000 copies, in line with our expectations. For Dragon Shelter, that's actually being released in September. We have had the demo go live. We have had good response to that and actually are in Wishlists for the title, which is one of the main metrics that we look at from a Steam perspective, it has exceeded our expectations, and currently sits at around 130,000 Wishlists, which should mean that we are on track to deliver expected revenues for the year.

Susan, hi. Rohit here. Maybe you should also talk about the response that you are getting for Sovereign Tower.

Yes, absolutely. Sovereign Tower was announced earlier in the year. Again, Wishlists as well as Followers are currently exceeding expectations. We are also getting good traction across the other social media platforms. At the moment, we are in line to exceed the expected revenue for August based on the metrics we have seen so far.

Right, Susan. Thank you. That's helpful. Just a quick follow-up over there. When you talk about these new games, could you possibly quantify if you are looking at in-game transactions going forward like you have had for HFF? If you could put these games in perspective of HFF so we could understand the size of these games, I think that'd be really helpful.

Yes. In terms of the comparison to Human Fall Flat, obviously, we have got 60 million units shifted on Human Fall Flat. While we are excited about the upcoming releases, we wouldn't be forecasting results to be anywhere in line with the breakout success we have seen with Human: Fall Flat. Generally, in terms of the two releases we have got coming up, at the moment, we don't have any in-app purchases forecast or planned. The revenues will come from the unit sales of that product at this point in time.

Great. Thanks, Susan. That's very helpful.

No problem.

Can we go to the next question?

Yes, sir. Actually, there are no further questions from the participants. I will now hand the conference over to Management for closing comments.

All right. Sure. Thank you everyone for joining us. We hope you have a good day ahead of you. Thank you. Bye.

Thank you. Bye.

Thank you. On behalf of ICICI Securities Limited, that concludes this conference. Thank you for joining us. You may now disconnect your lines. Thank you.