Nazara Technologies Limited has officially announced its Extra-Ordinary General Meeting (EGM) scheduled for May 1, 2026 at 11:30 AM IST through Video Conferencing/Other Audio Visual Means (VC/OAVM). The company has published mandatory newspaper advertisements and provided comprehensive participation guidelines for shareholders.

EGM Agenda and Key Proposals

The EGM will address two critical special business items requiring shareholder approval. The primary agenda includes approval for issuing up to 1,92,31,000 warrants convertible into equity shares at ₹260 per warrant, raising ₹500.01 crore through preferential allotment.

Warrant Issuance Details

The company proposes to issue warrants to five strategic investors, with each warrant convertible into one fully paid-up equity share within 18 months. The warrant holders will pay 25% of the issue price upfront and the remaining 75% upon conversion.

Fund Utilization and Investment Limits

The company plans to utilize at least 75% of the net proceeds for expansion and growth opportunities, including strategic acquisitions and investments. The remaining 25% will be allocated for general corporate purposes. Additionally, shareholders will vote on increasing the investment limits under Section 186 from ₹3,500 crore to ₹5,000 crore.

Regulatory Compliance and Participation

The EGM notice has been distributed electronically to all registered shareholders and published in Financial Express (English) and Loksatta (Marathi) newspapers on April 7, 2026. The company has appointed CARE Ratings Limited as the monitoring agency for fund utilization, given the issue size exceeds ₹100 crore.

Shareholding Impact

Post-conversion of all warrants, the promoter and promoter group shareholding will decrease from 35.46% to 34.69%, while public shareholding will increase from 64.54% to 65.31%. The relevant date for floor price determination is April 1, 2026, with the warrant price of ₹260 complying with SEBI ICDR Regulations.

Shareholders can participate through remote e-voting from April 27-30, 2026, or vote during the EGM. The cut-off date for voting eligibility is April 24, 2026.

Nazara Technologies Limited has submitted its mandatory compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March 31, 2026. The submission was made to both BSE Limited and National Stock Exchange of India Limited on April 07, 2026.

Regulatory Compliance Certificate

The certificate was issued by MUFG Intime India Private Limited (formerly Link Intime India Private Limited), which serves as the Registrar and Share Transfer Agent (RTA) for Nazara Technologies. The document confirms compliance with securities dematerialisation processes during the specified quarter.

Certificate Confirmations

MUFG Intime India Private Limited confirmed several key compliance aspects in their certificate:

• Securities received from depository participants for dematerialisation during the quarter were properly confirmed to the depositories
• All securities comprised in the certificates have been listed on stock exchanges where previously issued securities are listed
• Security certificates received for dematerialisation were confirmed or rejected within prescribed timelines
• Received security certificates were mutilated and cancelled after due verification by the depository participant
• Names of depositories have been substituted in the register of members as registered owners within prescribed timelines

Corporate Information

The submission was signed by Arun Bhandari, Company Secretary and Compliance Officer of Nazara Technologies Limited. The certificate represents routine quarterly compliance with SEBI regulations governing depositories and participants, ensuring proper handling of securities dematerialisation processes.

RTA Details

MUFG Intime India Private Limited, the company's RTA, is registered with CIN U67190MH1999PTC118368 and operates from its registered address at C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai. The certificate was signed by Ashok Shetty, Sr. Vice President-Corporate Registry at MUFG Intime India Private Limited.