Nazara Technologies: ₹918 Cr Bluetile-BestPlay Deal

Deal announced through Nazara’s UK subsidiary

Nazara Technologies has signed definitive agreements to acquire a controlling stake of about 50% in Spain-based casual gaming studio Bluetile Games S.L. and its in-house engagement platform, BestPlay Systems S.L. The acquisition will be executed through Nazara Technologies UK Limited, a wholly owned subsidiary. The initial consideration is $100.3 million, which the company has indicated is around ₹918 crore. Nazara said it will initially acquire slightly over 50% in both entities but will secure control through shareholder and governance rights. The transaction has also been described as the company’s largest acquisition to date.

How the transaction is structured

The payment for the initial acquisition is split into two parts. Of the $100.3 million, $19.7 million will be paid at the first stage of the transaction. The remaining $10.6 million is expected to be paid within six months. In deal allocation terms shared in the information available, $18.4 million is earmarked for the 50% stake acquisition in Bluetile and $11.9 million for the controlling stake in BestPlay. The structure is designed to complete the initial control transfer first and then settle the balance payment within a defined timeframe.

Earn-out can take total payouts higher

Alongside the upfront consideration, the agreement includes a performance-linked earn-out of up to $18.2 million, cited as about ₹898 crore. This earn-out is contingent on meeting agreed revenue and profit targets, described in some reports as revenue and EBITDA targets, for calendar years 2027 to 2029. If the targets are achieved, payouts are scheduled to be made between 2028 and 2030. The earn-out is not guaranteed and will be paid only if the performance conditions are met.

Option to buy the remaining stake by 2028

Nazara has kept open a path to full ownership. The company has a call option to acquire the remaining roughly 50% stake by 2028, while the sellers have a corresponding put option to exit at the same time. The valuation for this remaining stake is linked to earnings performance and is set at 6.6 times the trailing calendar-year EBITDA for the relevant period. This framework ties the final price to how Bluetile and BestPlay perform closer to the potential full buyout window.

What Bluetile and BestPlay do

Bluetile is described as a Spain-based casual mobile gaming company, with references to titles such as Yatzy, Domino Legends, and Mahjong Voyage in the material provided. BestPlay is presented as an engagement and distribution platform operating as an acquisition, cross-promotion, and retention engine. In simple terms, Bluetile contributes games and development capabilities, while BestPlay supports user engagement and distribution mechanics. Nazara’s stated intent is to integrate these capabilities into its broader global gaming portfolio.

Regulatory approvals and closing conditions

Deal completion is subject to regulatory approvals, including FDI-related permissions and review by Spain’s CNMC, as mentioned in the provided information. These approvals are common in cross-border transactions, especially when control rights are involved. The company’s exchange communication also indicates the transaction was disclosed under regulatory requirements. The staged payment structure sits alongside these conditions, with part of the consideration due at first close and the balance due within six months.

Key financial and deal details at a glance

Reported scale of the overall transaction

Management commentary and media reports indicate the overall outlay could rise meaningfully depending on earn-outs and the eventual price for the remaining stake. One account cited that if fully exercised, the total deal size could rise to about $114 million. Other reporting referenced that the total deal size could rise to about $140 million, including performance-based payouts. Separately, a televised discussion in the provided text referenced a “most probable range” of $100 million to $150 million including earn-outs. These figures reflect different scenarios, and the actual amount will depend on whether performance targets are met and whether the remaining stake is acquired.

Market impact: what investors should track

For Nazara shareholders, the near-term market relevance is the cash outflow profile and the conditional nature of the earn-out. The initial $100.3 million consideration is split between first close and a six-month payment, while the earn-out is tied to targets over CY2027–2029 and paid later between 2028 and 2030. Investors will likely monitor how the acquired assets contribute to revenue and profitability over time, especially given the 6.6x trailing EBITDA mechanism for the remaining stake. The regulatory approval timeline is another factor, because it can influence closing and payment scheduling.

Background metrics shared by the company

Nazara CEO Nitish Mittersain said the European gaming company generated revenue of about ₹1,405 crore in 2025, with EBITDA of around ₹254 crore. These numbers provide context for the scale of the business Nazara is buying into, and why the remaining-stake valuation is tied to trailing EBITDA. They also help explain why the acquisition has been described as Nazara’s largest to date.

Conclusion

Nazara’s planned acquisition of a controlling ~50% stake in Bluetile and BestPlay for $100.3 million (around ₹918 crore) sets up a structured path toward possible full ownership by 2028, priced at 6.6x trailing calendar-year EBITDA. The additional earn-out of up to $18.2 million depends on performance during CY2027–2029 and, if triggered, would be paid between 2028 and 2030. In the near term, the key milestones are regulatory approvals and the completion of the staged payments, followed by delivery against the operational targets that underpin the earn-out and any potential remaining-stake buyout.