Updates

September 5, 2026 Listing Compliance Department Listing Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 001. Mumbai- 400051. Scrip Code: 543280 Scrip Symbol: NAZARA Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) – Update on Preferential Issue Dear Sir / Madam, With reference to our disclosure dated August 6, 2026 and August 31, 2026, submitted in compliance with Regulation 30, read with Schedule III, of the Listing Regulations regarding the approval by the Board of Directors and the shareholders of the Company, respectively for the issuance of equity shares on a preferential basis ("Preferential Issue"). The Company had submitted applications to BSE Limited and National Stock Exchange of India Limited under Regulation 28(1) of the Listing Regulations seeking in-principle approval for the proposed Preferential Issue. Subsequently, one of the proposed allottees, Mr. Hugo Rémy Gaston Blavin, to whom it was proposed to issue and allot 88,965 Equity Shares of face value ₹2/- each at an issue price of ₹306/- per Equity Share aggregating to ₹2,72,23,290/-, was unable to furnish the requisite document within the prescribed timeline for obtaining in-principle approval for listing of the Equity Shares in terms of Regulation 160(e) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). Accordingly, the Board of Directors of the Company, by way of a resolution passed by circulation on September 4, 2026, has approved the exclusion of Mr. Hugo Rémy Gaston Blavin from the list of proposed allottees and the consequent revision in the size of the Preferential Issue. In view of the aforesaid revision, the size of the Preferential Issue stands revised from ₹7,33,50,26,856/- comprising up to 2,39,70,676 Equity Shares to ₹7,30,78,03,566/- comprising up to 2,38,81,711 Equity Shares, proposed to be issued and allotted to the remaining proposed allottees on a preferential basis. Further, with reference to the clarification sought by the Stock Exchanges regarding the fully diluted shareholding pattern, we are enclosing herewith the revised fully diluted shareholding pattern of the Company and the revised post-issue shareholding of the proposed allottees, reflecting the aforesaid revision to the Preferential Issue, as set out in Annexure – A. We request that the enclosed shareholding pattern be taken on record and read in conjunction with the Explanatory Statement forming part of the Notice of the EGM in relation to the Preferential Issue. Thanking you. Yours faithfully, For Nazara Technologies Limited Arun Bhandari Company Secretary and Compliance Officer Annexure – A I. Shareholding Pattern of the Company before and after the Preferential Issue: The pre-issue shareholding pattern as on August 3, 2026 and the fully diluted post-issue shareholding pattern is provided below: Sr. Category of shareholders Pre- Issue Shareholding Post-Issue Shareholding No (As on August 03, 2026) (After Allotment of Shares) A. Promoter and Promoter Group No of % of Total Post- Issue % of Total Shares held Shareholding Shareholding Shareholding 1 Indian (a) Individuals/Hindu undivided Family 4,20,61,592 10.93 4,20,61,592 10.18 (b) Body Corporate 8,86,65,620 23.05 8,86,65,620 21.45 Total Shareholding of Promoter and Promoter 13,07,27,212 33.98 13,07,27,212 31.63 Group (A) B Non-Promoter Holding 1 Institutions (Domestic) (a) Mutual Funds 82,57,290 2.15 82,57,290 2.00 (b) Venture Capital Funds 0 0.00 0 0.00 (c) Alternate Investment Funds 11,02,356 0.29 11,02,356 0.27 (d) Banks 0 0.00 0 0.00 (e) Insurance Companies 0 0.00 0 0.00 (f) NBFCs registered with RBI 2,08,000 0.05 2,08,000 0.05 Sub-Total (B)(1) 95,67,646 2.49 95,67,646 2.31 2 Institutions (Foreign) (a) Foreign Portfolio Investors Category I 4,94,89,475 12.86 4,94,89,475 11.97 (b) Foreign Portfolio Investors Category II 1,09,99,487 2.86 3,48,81,198 8.44 Sub-Total (B)(2) 6,04,88,962 15.72 8,43,70,673 20.41 3 Central Government/ State Government(s) (a) Central Government / President of India 1,600 0.00 1,600 0.00 (b) State Government / Governor 0 0.00 0 0.00 (c) Shareholding by Companies or Bodies 0 0.00 0 0.00 Corporate where Central / State Government is a promoter Sub-Total (B)(3) 1,600 0.00 1,600 0.00 4 Non-institutions (a) Key Managerial Personnel 8 0.00 8 0.00 (b) i. Resident Individual holding nominal share 2,91,32,503 7.57 2,91,32,503 7.05 capital up to Rs. 2 lakhs. (c) ii. Resident individual holding nominal share 5,40,83,868 14.06 5,40,83,868 13.08 capital in excess of Rs. 2 lakhs. (d) Non Resident Indians (NRIs) 14,75,990 0.38 14,75,990 0.36 (e) Foreign Nationals 40,00,000 1.04 40,00,000 0.97 (f) Foreign Companies 23,81,480 0.62 23,81,480 0.58 (g) Bodies Corporate 5,25,99,198 13.67 5,65,99,198 13.69 (h) Any Other (Specify) 4,02,37,557 10.46 4,10,25,532 9.92 (i) Trusts 27,629 0.01 27,629 0.01 (ii) Hindu Undivided Family 96,26,205 2.50 96,26,205 2.33 (iii) Clearing Member 1,48,40,402 3.86 1,48,40,402 3.59 (iv) Escrow Account 38,80,708 1.01 38,80,708 0.94 (v) Body Corp-Ltd Liability Partnership 1,18,62,613 3.08 1,18,62,613 2.87 Sr. Category of shareholders Pre- Issue Shareholding Post-Issue Shareholding No (As on August 03, 2026) (After Allotment of Shares) (vi) ESOP or ESOS or ESPS 0 0.00 7,87,975 0.19 Sub-Total (B)(4) 18,39,10,604 47.81 18,86,98,579 45.65 Total Public Shareholding (B)=(B)(1)+(B)(2)+ 25,39,68,812 66.02 28,26,38,498 68.37 (B)(3)+(B)(4) Total (A+B) 38,46,96,024 100.00 41,33,65,710 100.00 Notes: 1. The proposed allottees are registered with the Securities and Exchange Board of India (“SEBI”) as Foreign Portfolio Investors (“FPIs”) under Category II. Accordingly, their post-issue shareholding has been disclosed under the sub-category “Foreign Portfolio Investors – Category II” in the shareholding pattern set out above. However, Mr. Raymond Albaladejo Stauffer, one of the proposed allottees, has been appointed as the Chief Executive Officer (Key Managerial Personnel) of the Company with effect from September 1, 2026, or such other date as maybe determined by the Board, subject to receipt of the requisite regulatory approvals. Since his appointment has not yet become effective, his proposed post-issue shareholding has presently been classified under the sub-category “Foreign Portfolio Investors – Category II”. If his appointment becomes effective prior to the allotment of the Equity Shares proposed under this Notice, the Equity Shares allotted to him shall instead be treated as a part of the post-issue shareholding pattern under the sub-category of “Key Managerial Personnel”. 2. The post-issue holding has been computed based on the shareholding of the Company as on August 3, 2026, on a fully diluted basis, and takes into account (a) the proposed allotment of 2,38,81,711 Equity Shares of face value of Rs. 2/- each pursuant to the Preferential Issue; (b) the allotment of 40,00,000 Equity Shares upon conversion of 40,00,000 outstanding warrants; (c) the allotment of 7,87,975 Equity Shares upon exercise of options granted under the ESOP Schemes of the Company. Accordingly, the fully diluted post-issue paid-up equity share capital of the Company would comprise 41,34,54,675 Equity Shares; and (d) the exclusion of Mr. Hugo Rémy Gaston Blavin from the list of proposed allottees, to whom it was proposed that 88,965 Equity Shares, representing 0.02% of the fully diluted post-issue share capital, be issued and allotted. II. Pre-issue and Post-issue Shareholding of the Proposed Allottees: The pre-issue holding and the fully diluted post-issue holding of the proposed allottees is set out below: Sr. Name of the Category Name of Pre-issue Holding Number of ^Po [Showing first 8,000 characters — download PDF for full document]