Nazara Technologies Limited informs the Exchange regarding Outcome of Board Meeting held on October 12, 2026.

October 12, 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- 400 051. Scrip Code: 543280 Scrip Symbol: NAZARA Subject: Outcome of Board Meeting Reference: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) Dear Sir/Madam, In accordance with Regulation 30 and other applicable provisions of the Listing Regulations, we wish to inform you that the Board of Directors (“Board”) of Nazara Technologies Limited (“the Company”) at its meeting held today i.e. October 12, 2026, has inter alia, considered, approved and noted the following: 1. Change in Directors of the Company ➢ The Board has approved the re-designation of Mr. Mithun Padam Sacheti (DIN:01683592) from Non-Executive Director to Whole-time Director and Key Managerial Personnel and 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 of the Company and such other approvals as may be required under applicable laws. Mr. Sacheti shall, in his capacity as Executive Director, oversee strategic initiatives and such operational responsibilities as may be assigned to him by the Board from time to time. ➢ The Board took note of the resignation of Mr. Rohit Sharma (DIN:01738942) from the office of Whole-time Director of the Company with effect from the close of business hours on January 11, 2027. He has decided to pursue entrepreneurial opportunities and therefore, he will not be able to devote the time and attention required as the Whole-time Director and has decided to step down from the said position. A copy of the resignation letter is enclosed as Annexure – A. The Board placed on record its sincere appreciation for the valuable contribution made by Mr. Sharma during his tenure as Whole-time Director of the Company and wished him success in his future endeavours. ➢ The Board has approved re-designation of Mr. Nitish Mittersain from Managing Director to Founder and Non-Executive Director effective from close of the business hours on October 12, 2026, subject to the approval of the shareholders of the Company and such other approvals as may be required under applicable laws. Mr. Nitish Mittersain (DIN: 02347434) founded Nazara Technologies in 1999 and has over 27 years of experience in gaming and interactive entertainment. Under his leadership, Nazara evolved into a diversified, multi-geography and multi-IP gaming business and, in 2021, became India’s first publicly listed gaming company. As Founder and Non-Executive Director, he will continue to provide strategic guidance and leverage his industry experience, relationships and institutional knowledge to support the Company’s long-term growth and global ambitions. As part of the Company’s leadership transition, Mr. Nitish Mittersain will transition from his executive responsibilities as Managing Director to Founder and Non-Executive Director, enabling the professional leadership team to lead the Company’s next phase while he continues to provide strategic guidance to the Board. The details in relation to the change in Directors, as required under the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed herewith as Annexure – B. 2. Change in Chief Financial Officer ➢ The Board noted and accepted the resignation of Mr. Rakesh Shah from the position of Chief Financial Officer (‘CFO’) and Key Managerial Personnel (‘KMP’) 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. A copy of the resignation letter is enclosed as Annexure – C. Mr. Shah would provide transition support and assistance to the Company for a period of 90 days from the effective date of his resignation. The Board placed on record its sincere appreciation for the significant contribution made by Mr. Shah during his tenure as the CFO of the Company and wished him success in his future endeavours. ➢ Based on the recommendation of the Nomination, Remuneration and Compensation Committee, the Board approved the appointment of Mr. Arun Agrawal as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from October 16, 2026. The details in relation to change in CFO, as required under the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed herewith as Annexure – D. 3. Allotment of Equity Shares on Preferential Basis Further to our earlier disclosure dated August 06, 2026, and in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and the Companies Act, 2013 and the rules framed thereunder, the Board has 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) (“Issue Price”), on a preferential basis by way of private placement (‘Preferential Issue’). The details of the allotment are as follows: Sr. Name of the Allottees Number of Equity Amount (in ₹) No. Shares allotted 1. Mr. Raymond Albaladejo Stauffer 1,90,67,969 5,83,47,98,514 2. Mr. Marc Sylvester Schutze 28,32,273 86,66,75,538 3. Mr. Maxime Loppin 10,03,628 30,71,10,168 4. Mr. Alexandre Paul Jean Noirot Cosson 7,10,946 21,75,49,476 5. Mr. Alexander Osou 2,66,895 8,16,69,870 Total 2,38,81,711 7,30,78,03,566 The equity shares allotted pursuant to the aforesaid preferential issue shall rank pari passu in all respects with the existing equity shares of the Company, including entitlement to dividends and other corporate benefits, if any. The Company has received in-principle approvals from BSE Limited and National Stock Exchange of India Limited (“Stock Exchanges”) on September 29, 2026, for the aforesaid preferential issue. The Company shall make the requisite applications to the Stock Exchanges to obtain listing and trading approvals in respect of the equity shares allotted, in accordance with the ICDR Regulations and Listing Regulations. Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company stands increased from ₹ 76,93,92,048/- comprising 38,46,96,024 equity shares of ₹ 2/- each to ₹ 81,71,55,470/- comprising 40,85,77,735 equity shares of ₹ 2/- each. The Equity Shares allotted pursuant to the preferential issue shall be subject to lock-in requirements prescribed under the applicable provisions of Chapter V of the ICDR Regulations. 4. Investment in Nazara Technologies UK Limited The Board has approved the infusion of funds aggregating up to USD 77.00 Million (~₹ 742.72 Crores) into Nazara Technologies UK Limited (“Nazara UK”), a wholly owned subsidiary of the Company, by way of subscription to its equity shares, in one or more tranches, subject to compliance with applicable laws and regulatory requirements. The proposed investment in Nazara UK is intended to facilitate funding of the second tranche of the purchase consideration payable to the sellers of Bluetile Games, S.L. ("Bluetile") and Bestplay Systems, S.L. ("Bestplay"), pursuant to the terms of the Share Purchase Agreement, the amendments thereto and other transaction documents executed in connection with the acquisition. The aforesaid investment is expected to support the completion of the acquisition transaction and strengthen the Company's international gaming portfolio through its wholly owned subsidiary. The details for infusion of funds, as required under the Listing Re [Showing first 8,000 characters — download PDF for full document]