CFO Rakesh Shah resigns effective October 15, 2026; Arun Agrawal appointed CFO from October 16, 2026

Board accepted Mr. Rakesh Shah's resignation as Chief Financial Officer and Key Managerial Person with effect from close of business hours on October 15, 2026.

Mon 12 Oct 2026

CFO Resignation Effective Date

close of business hours on October 15, 2026

New CFO Appointment Effective Date

October 16, 2026

Transition Support Period

90 days

Change in Chief Financial Officer

• The Board noted and accepted the resignation of Mr. Rakesh Shah from the position of Chief Financial Officer and Key Managerial Person of the Company with effect from the close of business hours on October 15, 2026, in order to pursue a professional opportunity outside the Company.
• Mr. Shah would provide transition support and assistance to the Company for a period of 90 days from the effective date of his resignation.
• Based on the recommendation of the Nomination, Remuneration and Compensation Committee, the Board approved the appointment of Mr. Arun Agrawal as Chief Financial Officer and Key Managerial Person of the Company with effect from October 16, 2026.

Changes in directors

• The Board approved the re-designation of Mr. Mithun Padam Sacheti from Non-Executive Director to Whole-time Director and Key Managerial Person, designated as Executive Director of the Company, liable to retire by rotation, with effect from October 12, 2026, subject to the approval of the shareholders. He will oversee strategic initiatives and such operational responsibilities as may be assigned to him by the Board.
• The Board approved the re-designation of Mr. Nitish Mittersain, who founded the Company in 1999, from Managing Director to Founder and Non-Executive Director effective from close of business hours on October 12, 2026, subject to shareholder approval. He ceases to be Key Managerial Person with effect from October 13, 2026 and will continue to provide strategic guidance to the Board.
• The Board took note of the resignation of Mr. Rohit Sharma from the office of Whole-time Director with effect from the close of business hours on January 11, 2027, as he has decided to pursue entrepreneurial opportunities.

Preferential allotment of equity shares

• The Board approved the allotment of 2,38,81,711 fully paid-up Equity Shares on a preferential basis by way of private placement, at an issue price of ₹ 306/- per Equity Share, taking the total amount to ₹ 7,30,78,03,566. The allottees are five individuals, with the largest allotment to Mr. Raymond Albaladejo Stauffer.
• The shares allotted will rank pari passu with the existing equity shares of the Company, including entitlement to dividends and other corporate benefits, if any, and will be subject to lock-in requirements prescribed under Chapter V of the ICDR Regulations.
• The Company has received in-principle approvals from BSE Limited and National Stock Exchange of India Limited on September 29, 2026 for the preferential issue, and will apply for listing and trading approvals.

Funding and conversion for group subsidiaries

• The Board approved the 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. 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.
• The Board approved the 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, and the conversion of the outstanding loan aggregating up to ~₹ 294.40 Crores advanced to Nazara Technologies UK Limited into equity share capital of that company.
• 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 will continue to remain wholly owned subsidiaries, with no change in the ownership or control of these subsidiaries.

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