Nazara Technologies Limited has announced the grant of employee stock options under its Employee Stock Option Scheme 2025, marking a significant step in its employee compensation strategy. The company's Nomination, Remuneration and Compensation Committee approved the grant through a circular resolution on March 02, 2026.

ESOP Grant Details

The company has granted a substantial number of stock options to enhance employee participation in its growth story. The grant represents a meaningful allocation under the ESOP 2025 scheme, demonstrating the company's commitment to aligning employee interests with shareholder value creation.

Pricing and Exercise Terms

The exercise price of Rs. 264.80 per option was determined based on the closing price of Nazara Technologies shares on the National Stock Exchange of India Limited on February 27, 2026. This pricing methodology ensures fair valuation based on prevailing market conditions at the time of grant approval.

The options carry a structured exercise framework designed to promote long-term employee retention:

• Minimum vesting period: 1 year from grant date
• Exercise window: 5 years from vesting date
• Vesting conditions: As specified in individual grant letters and ESOP 2025 terms

Key Terms and Conditions

The ESOP grant incorporates several important provisions to protect both employee and company interests:

Regulatory Compliance

The grant has been structured in full compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has provided comprehensive disclosure as required under Regulation 30, ensuring transparency for all stakeholders.

The ESOP 2025 scheme operates within the framework of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, providing regulatory certainty and standardized practices. This compliance framework ensures that the scheme meets all statutory requirements while providing flexibility for effective implementation.

Strategic Significance

This ESOP grant reflects Nazara Technologies' strategic approach to talent retention and motivation in the competitive gaming and sports media industry. By offering equity participation, the company aims to create long-term value alignment between employees and shareholders, fostering a culture of ownership and performance excellence.

Nazara Technologies Limited has received an adverse ruling from the GST appellate authority, with its appeal against a significant tax demand being rejected. The company disclosed this development through a regulatory filing under Regulation 30 of the SEBI Listing Regulations.

Appeal Order Details

The Office of the Commissioner of CGST & CX. Appeals-I, Mumbai issued an Appeal Order dated December 30, 2025, which the company received on February 05, 2026. The Appellate Authority rejected and disposed of the appeal application filed by Nazara Technologies, upholding the earlier tax demand and penalty.

Background of GST Dispute

The original order was issued by the Additional Commissioner, CGST & C. Ex, Mumbai South Commissionerate under Section 74(1) of the Maharashtra Goods and Services Tax Act, 2017. The demand arose due to non-receipt of export proceeds within the stipulated time period for FY 2017-18 and FY 2018-19.

The company had previously informed exchanges about this matter through intimations dated February 05, 2025 and May 09, 2025, when it first received the original GST order and subsequently filed the appeal.

Company's Response and Next Steps

Nazara Technologies is currently evaluating appropriate legal options following the rejection of its appeal. The company's available remedies include:

• Filing an appeal before the appropriate appellate authority
• Approaching the relevant tribunal against the Appeal Order
• Exploring other legal avenues as deemed appropriate

Financial Impact Assessment

The company has provided clarity on the financial implications of this development. Management stated that the financial impact would be limited to the extent of the demand raised and penalty levied under the Appeal Order. Importantly, the company emphasized that there would not be any material impact on its financial position, operations, or other business activities.

This regulatory disclosure ensures transparency with stakeholders regarding the ongoing GST matter and its potential implications for the gaming and sports media company.