Key Update

The Board of Directors of Nazara Technologies Limited, via a resolution passed by circulation on September 4, 2026, approved the exclusion of Mr. Hugo Rémy Gaston Blavin from the list of proposed allottees in the preferential issue. This decision was taken because Mr. Blavin was unable to furnish the requisite document within the prescribed timeline for obtaining in-principle approval for listing of equity shares in terms of Regulation 160(e) of SEBI ICDR Regulations.

Revised Preferential Issue Details

  • Previous issue size: ₹7,33,50,26,856 comprising up to 2,39,70,676 Equity Shares
  • Revised issue size: ₹7,30,78,03,566 comprising up to 2,38,81,711 Equity Shares
  • Reduction: 88,965 Equity Shares (value: ₹2,72,23,290)
  • Issue price: ₹306 per equity share of face value ₹2 each

Shareholding Pattern Impact

The filing includes a comprehensive revised fully diluted shareholding pattern reflecting the exclusion of Mr. Blavin:

Pre-Issue Shareholding (as on August 3, 2026)

  • Total shares: 38,46,96,024
  • Promoter & Promoter Group: 13,07,27,212 shares (33.98%)
  • Public Shareholding: 25,39,68,812 shares (66.02%)

Post-Issue Fully Diluted Shareholding

  • Total shares: 41,33,65,710 (including preferential issue, warrant conversion, and ESOP exercise)
  • Promoter & Promoter Group: 13,07,27,212 shares (31.63%) - dilution of 2.35%
  • Public Shareholding: 28,26,38,498 shares (68.37%)
  • The calculation includes: (a) proposed allotment of 2,38,81,711 equity shares; (b) allotment of 40,00,000 equity shares upon conversion of outstanding warrants; (c) allotment of 7,87,975 equity shares upon exercise of ESOP options

Proposed Allottees Details

The revised list of proposed allottees and their post-issue holdings:

1. Mr. Raymond Albaladejo Stauffer: 1,90,67,969 shares (4.61% post-issue)

2. Mr. Marc Sylvester Schutze: 28,32,273 shares (0.69% post-issue)

3. Mr. Maxime Loppin: 10,03,628 shares (0.24% post-issue)

4. Mr. Alexandre Paul Jean Noirot Cosson: 7,10,946 shares (0.17% post-issue)

5. Mr. Alexander Osou: 2,66,895 shares (0.06% post-issue)

Total proposed allotment to remaining allottees: 2,38,81,711 shares (5.78% of fully diluted capital)

Additional Notes

  • Mr. Raymond Albaladejo Stauffer has been appointed as Chief Executive Officer (Key Managerial Personnel) effective September 1, 2026, subject to regulatory approvals. His shareholding is currently classified under FPI Category II but may be reclassified to Key Managerial Personnel if his appointment becomes effective before allotment.
  • All proposed allottees are registered with SEBI as Foreign Portfolio Investors under Category II.
  • The company has submitted the revised shareholding pattern in response to clarifications sought by the stock exchanges.