Nazara Technologies Limited informs the Exchange regarding the Outcome of Board Meeting held on August 03, 2026.

August 03, 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 Dear Sir/Madam, Subject: Outcome of Board Meeting Reference - Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) Pursuant to Regulation 30 and 33 of the Listing Regulations, we wish to inform you that the Board of Directors of Nazara Technologies Limited (“the Company”) at their meeting held today i.e. August 03, 2026, inter alia, considered and approved the following: 1. The Unaudited Consolidated and Standalone Financial Results of the Company for the quarter ended June 30, 2026 (‘Financial Results’) and took note of the Limited Review Report issued by the Statutory Auditors on the Financial Results. A copy of the Financial Results and Limited Review Reports thereon is enclosed herewith as Annexure – 2. Further to our disclosure dated March 18, 2026 informing the Stock Exchanges regarding acquisition of Bluetile Games, S.L. (“Bluetile”) and Bestplay Systems, S.L. (“Bestplay”) (Bluetile and Bestplay, collectively, the “Target Companies”) by Nazara Technologies UK Limited (“Nazara UK”), a wholly- owned subsidiary of the Company (“Acquisition”) and execution of the Share Purchase Agreement (“original SPA”) for the said acquisition, we wish to inform you that, in order to expedite the Acquisition, the Board has granted its in-principle approval to Nazara UK to proceed with the acquisition on revised commercial terms, by entering into an Amended and Restated Share Purchase Agreement (“Amended SPA”), which amends and restates the original SPA in its entirety and shall supersede the original SPA upon execution. As the revised terms do not include any stock consideration, the Company, which was originally a party to the SPA in relation to the issuance of shares in the Company as part of the stock consideration, is being released from the agreement and will have no further rights or obligations thereunder. Pursuant to Regulation 30 of 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, the revised terms (as against those disclosed on March 18, 2026) are set out in Annexure – B. 3. To further invest in Funky Monkeys Play Center Private Limited, subsidiary of the Company (“Funky Monkeys”) for an amount not exceeding INR 9.9 Crores, in cash, in one or more tranches, through a combination of primary subscription and secondary acquisition of equity shares, subject to compliance with the applicable laws, statutory approvals, consents and permissions as may be required. Following the completion of primary subscription and secondary acquisition, the shareholding of the Company in FunkyMonkeys is expected to increase to approximately 68.1% on a fully diluted basis and FunkyMonkeys shall continue to remain a subsidiary company. Details of the further investment in FunkyMonkey 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 – C. 4. Granting of an unsecured loan for an amount not exceeding INR 24 Crores, to Smaaash Entertainment Private Limited (“Smaaash”), a wholly-owned subsidiary of the Company, in one or more tranches, subject to compliance with the applicable laws. 5. Based on the recommendation of the Nomination, Remuneration and Compensation Committee and subject to the approval of the Members of the Company, appointment of Mr. Con Anthony Conlon (DIN: 03200461) as an Additional Director in the category of Independent Director of the Company, for a first term of 5 years commencing from August 03, 2026. Details of his appointment 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. 6. Based on the recommendation of the Nomination, Remuneration and Compensation Committee, appointment of Mr. Raymond Albaladejo Stauffer as Chief Executive Office (KMP) of the Company, with effect from September 01, 2026 or such other date as may be determined by the Board upon receipt of all applicable regulatory, governmental, immigration, employment, foreign exchange and other statutory approvals, permissions, registrations and compliances as may be required under applicable law. Details of his appointment 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. 7. Mr. Nitish Mittersain, while continuing in his position as Managing Director of the Company, has tendered his resignation from the office of Chief Executive Officer ("CEO") of the Company, with effect from September 01, 2026, concurrent with the assumption of office by Mr. Raymond Albaladejo Stauffer as the CEO appointed by the Board of the Company. Mr. Mittersain will continue in his existing position as Managing Director, Key Managerial Personnel of the Company. The Board took note that Mr. Mittersain, having served as CEO through multiple phases of the Company's growth and transformation, will continue to focus on his role as Managing Director, which shall include the Company's long-term strategy, portfolio direction, strategic partnerships and key stakeholder relationships. He will work closely with the CEO, the Board and the leadership team in driving the next phase of Nazara's growth. The Board has placed on record its appreciation for Mr. Mittersain's contributions as CEO and looks forward to his continued leadership as Managing Director. Details of his resignation 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. A copy of the resignation letter submitted by Mr. Nitish Mittersain is enclosed herewith as Annexure – E. 8. Took note of the resignation of Mr. Arun Vijaykumar Gupta (DIN: 05131228) as an Independent Director of the Company with effect from August 04, 2026. Mr. Gupta has resigned from the Board due to his increased professional commitments and other engagements, which require significant allocation of his time and attention. The Board of Directors placed on record its sincere appreciation for the valuable guidance, contributions and services rendered by Mr. Gupta during his tenure as an Independent Director of the Company. Details of his resignation 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. A copy of the resignation letter received from Mr. Gupta is enclosed herewith as Annexure – F. 9. Further to the disclosure dated June 05, 2026, regarding the allotment of 1,82,31,000 Warrants, each convertible into one fully paid-up Equity Share of face value of INR 2/- each at an issue price of INR 260/- per Warrant (including a premium of INR 258/- per Warrant) (“Warrant Issue Price”), on a preferential basis by way of private placement, the allotment of 9,00,000 fully paid-up Equity Shares of face value of INR 2/- each to Founders Collective Fund, pursuant to the conversion of 9,00,000 Warrants. Founders Collective Fund has paid the balance warrant subscription amount of INR 17,55,00,000/-, being 75% of the Warrant Issue Price (i.e., INR 195/- per warrant), upon exercise of the conversion option. The aforesaid allotment has been made in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclo [Showing first 8,000 characters — download PDF for full document]