Monitoring Agency Report for the quarter ended June 30, 2026.

August 06, 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: Monitoring Agency Report for the quarter ended on June 30, 2026 With reference to the above subject, pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), we are enclosing the Monitoring Agency Report of the Company for the quarter ended June 30, 2026, issued by CARE Ratings Limited, the Monitoring Agency, appointed by the Company to monitor the utilisation of proceeds raised through the issuance and allotment of 1,82,31,000 warrants, each convertible into One (1) fully paid-up equity share having a face value of INR 2/- each, at a price of INR 260/- (including a premium of INR 258/-) per equity share, by way of Preferential Issue under Chapter V of SEBI ICDR Regulations. You are requested to take the same on record. Thanking you. Yours faithfully, For Nazara Technologies Limited Arun Bhandari Company Secretary and Compliance Officer Encl. As above Monitoring Agency Report No. CARE/HO/GEN/2026-27/1120 The Board of Directors Nazara Technologies Limited 11th Floor, Avighna House, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, India, PIN Code: 400018. August 06, 2026 Dear Sir/Ma’am, Monitoring Agency Report for the quarter ended June 30, 2026 - in relation to the Preferential Issue of Nazara Technologies Limited (“the Company”) We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs. 500.006 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations. In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30, 2026, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated March 30, 2026. Request you to kindly take the same on records. Thanking you, Yours faithfully, Darshan Shah Associate Director Darshan.Shah@careedge.in Report of the Monitoring Agency Name of the issuer: Nazara Technologies Limited For quarter ended: June 30, 2026 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: No deviation (b) Range of Deviation: Not applicable Declaration: We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board. Signature: Name and designation of the Authorized Signatory: Darshan Shah Designation of Authorized person/Signing Authority: Associate Director 1) Issuer Details: Name of the issuer : Nazara Technologies Limited Name of the promoter : Nitish Mittersain, Vikash Mittersain, Axana Estates LLP, Mitter Infotech LLP and Plutus Wealth Management LLP. Industry/sector to which it belongs : Entertainment – Digital Entertainment 2) Issue Details Issue Period : June 01, 2026, to June 04, 2026 Type of issue (public/rights) : Preferential issue on a private-placement basis Type of specified securities : Convertible warrants, each convertible into one fully paid-up equity share IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 500.006 crore on full conversion* *The company had initially proposed to offer up to 1,92,31,000 convertible warrants under the preferential issue at ₹260 per warrant, including a premium of ₹258 per warrant, aggregating to ₹500.006 crore. The proposal was approved by the Board of Directors at its meeting held on March 30, 2026, and subsequently by the shareholders through a special resolution passed at the Extraordinary General Meeting held on May 01, 2026. Subsequently, one of the proposed investors, Classic Enterprises, became ineligible under Chapter V of the SEBI ICDR Regulations, which restricts preferential allotment to a proposed investor who has sold or transferred equity shares of the issuer during the prescribed period. As disclosed by the management, Classic Enterprises had purchased 10,62,259 equity shares of NTL and subsequently sold 12,259 equity shares before the warrant allotment. Accordingly, the proposed allotment of 10,00,000 warrants aggregating to ₹26 crore was excluded. Following receipt of in-principle approvals from BSE and NSE on May 22, 2026, the Board of Directors, through a resolution passed by circulation on June 04, 2026, approved the allotment of 1,82,31,000 convertible warrants aggregating to ₹474.006 crore to four eligible investors. Against the same, the company received ₹118.502 crore, representing 25% of the warrant issue price, equivalent to ₹65 per warrant. The uncalled amount, representing the balance 75% of the issue consideration, stood at ₹355.505 crore, equivalent to ₹195 per warrant, and is payable upon conversion of the warrants within 18 months from June 04, 2026. 3) Details of the arrangement made to ensure the monitoring of issue proceeds: Source of information / Comments of the certifications considered by Particulars Reply Comments of the Monitoring Agency Board of Monitoring Agency for Directors preparation of report Private Placement Offer cum Whether all utilization is as per the Not Application Letter (PAS-4), CA No comments Nil utilisation during the quarter. disclosures in the Offer Document? applicable Certificate*, Management received Certificate, Bank Statements Whether shareholder approval has been obtained in case of material deviations# Not CA Certificate, Management No comments No comment. from expenditures disclosed in the Offer applicable Certificate received Document? Source of information / Comments of the certifications considered by Particulars Reply Comments of the Monitoring Agen [Showing first 8,000 characters — download PDF for full document]