Shareholders of Nazara Technologies Limited approved three key governance resolutions at its Extraordinary General Meeting (EGM) held on August 10, 2026. The meeting, conducted via Video Conferencing and Other Audio Visual Means, resulted in the appointment of two new directors and the formal re-designation of the company’s Founding Chairman. These moves solidify the Board’s composition ahead of upcoming strategic initiatives.

The voting process was scrutinized by CS Sandhya R. Malhotra of Manish Ghia & Associates, who confirmed that all resolutions were passed with the requisite majority under Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI Listing Regulations. The remote e-voting period ran from August 5 to August 9, 2026, with a cut-off date for shareholding on August 3, 2026. A total of 98,356 shareholders were eligible to vote, with participation recorded from both promoter and public categories.

Resolution Outcomes

The first resolution, an ordinary resolution, appointed Mr. Mithun Padam Sacheti (DIN: 01683592) as a Non-Executive Director liable to retire by rotation. This resolution received overwhelming support, with 99.89% of valid votes cast in favor. The promoter group voted unanimously in support, while public institutional investors showed 99.48% approval.

The second resolution, a special resolution, appointed Mr. Muraarie Rajan (DIN: 02756837) as an Independent Director. This proposal saw near-unanimous backing, with 99.998% of votes cast in favor. Only 2,895 votes were cast against the resolution, primarily from public non-institutional investors. The promoter group and public institutions voted entirely in favor.

The third special resolution addressed the re-designation of Mr. Vikash Mittersain (DIN: 00156740) as Founding Chairman in the category of Non-Executive Director, along with the approval of his remuneration. This resolution passed with 99.56% of votes in favor. While promoter support was unanimous, public institutional investors showed slightly higher dissent compared to other resolutions, with 2.12% voting against. Public non-institutional investors remained largely supportive with 99.99% approval.

What the Numbers Show

The voting patterns reveal strong alignment between the promoter group and independent directors on governance matters. The promoter group, holding 126,881,212 shares, voted in favor of all three resolutions without any dissent. The primary source of opposition came from public institutional investors regarding Mr. Mittersain’s re-designation, suggesting a nuanced view on executive compensation or role clarity among larger non-promoter stakeholders. However, the overwhelming majority support across all categories indicates broad shareholder confidence in the Board’s proposed structural changes.

Nazara Technologies Limited has convened an Extraordinary General Meeting (EGM) on Sunday, August 30, 2026, at 11:30 a.m. (IST) via Video Conferencing, where shareholders will vote on three key resolutions: a ₹733.5 crore preferential allotment of equity shares, an increase in authorised share capital, and the appointment of a new Independent Director. The Board had approved the preferential issue at its meeting on August 06, 2026, with the EGM notice dispatched to the Listing Compliance Departments of BSE Limited and National Stock Exchange of India Limited by Company Secretary Arun Shiva Bhandari on August 08, 2026.

Preferential Allotment Details

The Board approved the issuance of up to 2,39,70,676 fully paid-up equity shares with a face value of ₹2 each, at an issue price of ₹306 per share — including a premium of ₹304 — for an aggregate consideration not exceeding ₹7,33,50,26,856. The issue price complies with the floor price determined as of the Relevant Date of July 31, 2026, under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The six proposed allottees are from the founders and senior leadership teams of Bluetile Games and BestPlay Systems, led by Mr. Raymond Albaladejo Stauffer, who has been appointed as Chief Executive Officer of the Company with effect from September 1, 2026, subject to receipt of requisite regulatory approvals.

The following table outlines the proposed investment amounts and post-issue stakes among the six investors:

The proposed allottees are registered with SEBI as Foreign Portfolio Investors under Category II. The post-issue shareholding pattern is based on holdings as of August 03, 2026, and may adjust if outstanding employee stock options or warrants are exercised prior to allotment. There will be no change in control of the Company pursuant to the issuance of the equity shares.

Authorised Share Capital Increase

To accommodate the new issuance, the Board also approved increasing the company's Authorised Share Capital from ₹80 crore (40 crore equity shares) to ₹90 crore (45 crore equity shares), by creation of an additional 5 crore equity shares of ₹2 each. This requires amending Clause V of the Memorandum of Association. The new shares will rank pari-passu with existing equity shares in all respects including dividend and voting rights. As on the date of the EGM notice, the issued, subscribed and paid-up share capital of the Company stood at ₹76,93,92,048 divided into 38,46,96,024 equity shares of ₹2 each.

Use of Proceeds and Strategic Rationale

At least 75% of the net proceeds — amounting to at least ₹5,50,12,70,142 — will be deployed towards expansion and growth initiatives, including strategic acquisitions, investments in existing and new businesses, acquisition of intellectual property rights, gaming studios and technology platforms, and domestic and international expansion. A portion of the net proceeds may be utilised towards funding the accelerated acquisition of 100% ownership of Bluetile Games, S.L. and Bestplay Systems, S.L. for a fixed all-cash consideration of approximately ₹2,909 crore by Nazara Technologies UK Limited, a wholly owned subsidiary. Up to 25% of net proceeds, not exceeding ₹1,83,37,56,714, may be used for general corporate purposes. Net proceeds shall be utilised within 36 months from the date of receipt. CARE Ratings Limited has been appointed as the monitoring agency to oversee utilisation of proceeds, given the issue size exceeds ₹100 crore.

Nitish Mittersain, Founder, Chief Executive Officer and Managing Director, Nazara Technologies, stated that the decision by Raymond and the Bluetile and BestPlay leadership team to invest approximately ₹734 crore of their own capital into Nazara is a powerful endorsement of the global platform built over the last few years. Raymond Albaladejo Stauffer noted that he is reinvesting a substantial portion of the proceeds from Bluetile and BestPlay back into Nazara, reflecting full conviction in the future of the company they are building together.

Appointment of Independent Director

The EGM will also consider the appointment of Mr. Con Anthony Conlon (DIN: 03200461) as an Independent Director for a term of five consecutive years commencing from August 3, 2026 to August 2, 2031. His appointment follows the cessation of Mr. Arun Vijaykumar Gupta (DIN: 05131228) from the office of Independent Director with effect from August 4, 2026. The Board appointed Mr. Conlon as an Additional Director (Independent Director) at its meeting held on August 3, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee.

The following table summarises Mr. Conlon's key profile details:

Mr. Conlon is the Founder and Director of Merit Data & Technology, a provider of data origination, analytics and artificial intelligence solutions. He also serves on the Board of Articheck Ltd. and is a Director of Socialvoice.ai. He holds a qualification in Commercial Computer Programming from the Dublin Institute of Technology and a Bachelor of Arts degree in Politics and Economics from University College Dublin, and has lived and worked in India for nearly two decades. His directorships in other Indian companies include Merit Data and Technology Private Limited, Spanner Moto Private Limited, and Merit Software Services Private Limited.

E-Voting and EGM Schedule

The remote e-voting window opens on Wednesday, August 26, 2026 at 09:00 a.m. (IST) and closes on Saturday, August 29, 2026 at 05:00 p.m. (IST). The cut-off date for determining voting rights is Sunday, August 23, 2026. Central Depository Services (India) Limited (CDSL) has been appointed as the authorised e-voting agency. CS Sandhya Malhotra, Partner of M/s. Manish Ghia & Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer. Voting results will be declared within 2 working days from the conclusion of the EGM and uploaded on the Company's website and CDSL's e-voting platform.