Board approves CFO appointment, director re-designations, preferential allotment and UK infusion

Mr. Arun Agrawal appointed CFO and KMP from October 16, 2026; Mr. Rakesh Shah resigns as CFO effective close of business on October 15, 2026, with 90 days transition support.

Mon 12 Oct 2026

Preferential Allotment

2,38,81,711 shares at ₹306/- each, totalling ₹7,30,78,03,566

Overseas Infusion

up to USD 77.00 Million (about ₹ 742.72 crore) into Nazara Technologies UK Limited

Paid-up Capital

rises from ₹ 76.94 crore (38,46,96,024 shares) to ₹ 81.72 crore (40,85,77,735 shares)

Leadership changes

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

Preferential allotment of equity shares

• 2,38,81,711 fully paid-up equity shares of face value ₹ 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.
• Total consideration: ₹ 7,30,78,03,566.
• The shares rank pari passu with the existing equity shares, including entitlement to dividends and other corporate benefits, and are subject to lock-in requirements.
• Paid-up equity share capital rises from ₹ 76.94 crore (38,46,96,024 shares of ₹ 2/- each) to ₹ 81.72 crore (40,85,77,735 shares of ₹ 2/- each).

Allottees

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

Overseas funding and subsidiary capital

• The board approved infusion of funds aggregating up to USD 77.00 Million (about ₹ 742.72 crore) into Nazara Technologies UK Limited, a wholly-owned subsidiary, by subscribing to its equity shares, in one or more tranches.
• The investment is intended to facilitate funding of the second tranche of the purchase consideration payable to the sellers of Bluetile Games, S.L. and Bestplay Systems, S.L.
• Conversion of the outstanding inter-corporate loan aggregating up to about ₹ 129.35 crore into equity share capital of Smaaash Entertainment Private Limited, a wholly-owned subsidiary, under an Inter-Corporate Loan Agreement dated June 6, 2025.
• Conversion of an outstanding loan of GBP 23.00 Million (about ₹ 294.40 crore) advanced to Nazara Technologies UK Limited into its equity share capital.
• After the conversions, Smaaash and Nazara UK continue to remain wholly-owned subsidiaries, with no change in ownership or control.

Points to note

• The equity shares allotted on a preferential basis will be subject to listing and trading approvals applied for in accordance with the ICDR Regulations and Listing Regulations.
• Mr. Mithun Padam Sacheti is not related to any director of the company. Mr. Vikash Mittersain, Non-Executive Director, is the father of Mr. Nitish Mittersain; except as stated, Mr. Nitish Mittersain is not related to any other director.
• The meeting of the board commenced at 4:15 p.m. and concluded at 4:40 p.m.

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