Board approves allotment of 2,38,81,711 equity shares at ₹306 each on preferential basis

Board approved allotment of 2,38,81,711 equity shares of face value ₹2/- each at ₹306/- per share (premium ₹304/-) on a preferential basis via private placement.

Mon 12 Oct 2026

Shares Allotted

2,38,81,711 equity shares of face value ₹2/- each

Issue Price

₹306/- per share (premium ₹304/-)

Total Allotment Amount

₹7,30,78,03,566

What the Board approved on October 12, 2026

The Board of Nazara Technologies Ltd met on October 12, 2026 and approved a preferential allotment of equity shares, fund infusions and loan conversions at two wholly-owned subsidiaries, and a set of changes in the leadership team.

Preferential allotment of equity shares

• The Board approved the allotment of 2,38,81,711 fully paid-up Equity Shares of face value of ₹ 2/- each at an issue price of ₹ 306/- per Equity Share, including a premium of ₹ 304/- per Equity Share, on a preferential basis by way of private placement.
• The total amount for the allotment works out to ₹ 7,30,78,03,566.
• The shares allotted rank pari passu with the existing equity shares of the Company, including entitlement to dividends and other corporate benefits.
• In-principle approvals were received from BSE Limited and National Stock Exchange of India Limited on September 29, 2026; the Company shall make the requisite applications for listing and trading approvals.
• The shares allotted are subject to lock-in requirements under Chapter V of the ICDR Regulations.

Who received the shares

• Mr. Raymond Albaladejo Stauffer: 1,90,67,969 Equity Shares, amounting to ₹ 5,83,47,98,514
• Mr. Marc Sylvester Schutze: 28,32,273 Equity Shares, amounting to ₹ 86,66,75,538
• Mr. Maxime Loppin: 10,03,628 Equity Shares, amounting to ₹ 30,71,10,168
• Mr. Alexandre Paul Jean Noirot Cosson: 7,10,946 Equity Shares, amounting to ₹ 21,75,49,476
• Mr. Alexander Osou: 2,66,895 Equity Shares, amounting to ₹ 8,16,69,870

Capital base after the allotment

• The issued, subscribed and paid-up equity share capital rises from ₹ 76.94 crore comprising 38,46,024 equity shares of ₹ 2/- each to ₹ 81.72 crore comprising 40,85,77,735 equity shares of ₹ 2/- each.
• Because more shares come into issue, an existing shareholder's holding represents a smaller percentage of the Company unless that shareholder also participates; this is commonly called dilution.

Funds into the subsidiaries

• Infusion of funds aggregating up to USD 77.00 Million (~₹ 742.72 Crores) into Nazara Technologies UK Limited, a wholly-owned subsidiary, by way of subscription to its equity shares, in one or more tranches.
• This investment is intended to fund the second tranche of the purchase consideration payable to the sellers of Bluetile Games, S.L. and Bestplay Systems, S.L. under the Share Purchase Agreement and related transaction documents, and is expected to support completion of the acquisition transaction.
• Conversion of the outstanding inter-corporate loan aggregating up to ~₹129.35 Crores into equity share capital of Smaaash Entertainment Private Limited, a wholly-owned subsidiary. The loan was extended under a resolution plan approved under the Corporate Insolvency Resolution Process of Smaaash, and the Inter-Corporate Loan Agreement dated June 6, 2025 gives the Company a right to convert the outstanding loan into equity shares.
• Conversion of the outstanding loan aggregating up to GBP 23.00 Million (i.e. ~₹ 294.40 Crores) advanced to Nazara Technologies UK Limited into equity share capital of Nazara UK.
• Both conversions are aimed at strengthening the capital base and net worth of the two subsidiaries and improving their debt-equity profile. Post conversion, Smaaash and Nazara UK continue to remain wholly-owned subsidiaries with no change in ownership or control.

Leadership changes

• Mr. Mithun Padam Sacheti re-designated from Non-Executive Director to Whole-time Director and Key Managerial Personnel of the Company, designated as Executive Director, with effect from October 12, 2026, liable to retire by rotation, for a term of five (5) years, subject to the approval of the shareholders. He will oversee strategic initiatives and such operational responsibilities as may be assigned by the Board.
• Mr. Nitish Mittersain re-designated from Managing Director to Founder and Non-Executive Director with effect from close of business hours on October 12, 2026, subject to shareholder approval. He ceases to be Key Managerial Personnel with effect from October 13, 2026. He founded Nazara in 1999 and has over 27 years of experience in gaming and interactive entertainment; as Founder and Non-Executive Director he will continue to provide strategic guidance.
• Mr. Rohit Sharma resigned from the office of Whole-time Director with effect from close of business hours on January 11, 2027, to pursue entrepreneurial opportunities. He will serve his applicable notice period of three (3) months.
• Mr. Rakesh Shah resigned as Chief Financial Officer and Key Managerial Personnel with effect from close of business hours on October 15, 2026, to pursue a professional opportunity outside the Company, and will provide transition support for a period of 90 days from the effective date.
• Mr. Arun Agrawal appointed as Chief Financial Officer and Key Managerial Personnel with effect from October 16, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee.

How these can be read

• The allotment at ₹ 306/- per share brings in ₹ 7,30,78,03,566 of capital and adds 2,38,81,711 shares to the equity base.
• The two senior exits are accompanied by a named incoming Chief Financial Officer from October 16, 2026 and a continuing Board role for the founder, while a new Executive Director is proposed for a five-year term, subject to shareholder approval.
• The subsidiary transactions are intra-group, keeping ownership and control of Smaaash and Nazara UK unchanged, and the Nazara UK infusion is earmarked for a stated acquisition payment.

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