EGM Details

  • Date: Sunday, August 30, 2026
  • Time: 11:30 a.m. IST
  • Mode: Video Conference (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off Date for Voting: Sunday, August 23, 2026

Resolutions Proposed

Item 1: Increase in Authorised Share Capital (Ordinary Resolution)

  • Current Authorised Capital: ₹80,00,00,000 divided into 40,00,00,000 Equity Shares of ₹2/- each
  • Proposed Authorised Capital: ₹90,00,00,000 divided into 45,00,00,000 Equity Shares of ₹2/- each
  • Increase: Creation of additional 5,00,00,000 Equity Shares of ₹2/- each
  • Consequential Amendment: Clause V of Memorandum of Association to be amended accordingly
  • Current Paid-up Capital: ₹76,93,92,048 divided into 38,46,96,024 Equity Shares

Item 2: Preferential Issue of Equity Shares (Special Resolution)

  • Total Issue Size: Up to 2,39,70,676 Equity Shares
  • Face Value: ₹2 per share
  • Issue Price: ₹306 per share (including premium of ₹304)
  • Total Consideration: ₹7,33,50,26,856
  • Relevant Date for Pricing: July 31, 2026 (30 days prior to EGM)
  • Allotment Timeline: Within 15 days of shareholder approval or regulatory approvals
Proposed Allottees and Allocation:

| Sr. No | Name | Category | Shares | Amount (₹) |

| 1 | Mr. Raymond Albaladejo Stauffer* | Foreign Portfolio Investor | 1,90,67,969 | 5,83,47,98,514 |

| 2 | Mr. Marc Sylvester Schutze | Foreign Portfolio Investor | 28,32,273 | 86,66,75,538 |

| 3 | Mr. Maxime Loppin | Foreign Portfolio Investor | 10,03,628 | 30,71,10,168 |

| 4 | Mr. Alexandre Paul Jean Noirot Cosson | Foreign Portfolio Investor | 7,10,946 | 21,75,49,476 |

| 5 | Mr. Alexander Osou | Foreign Portfolio Investor | 2,66,895 | 8,16,69,870 |

| 6 | Mr. Hugo Rémy Gaston Blavin | Foreign Portfolio Investor | 88,965 | 2,72,23,290 |

| Total | | | 2,39,70,676 | 7,33,50,26,856 |

*Mr. Stauffer has been appointed as Chief Executive Officer (Key Managerial Personnel) effective September 1, 2026, subject to regulatory approvals.

Pricing Basis:
  • 90-day VWAP (NSE): ₹280.97 per share
  • 10-day VWAP (NSE): ₹305.51 per share
  • Final Issue Price: ₹306 per share (higher of the two)
  • Compliance: Certified by Manish Ghia & Associates as compliant with SEBI ICDR Regulations
Objects of the Issue:
  • Expansion and Growth (≥75% of Net Proceeds): ₹5,50,12,70,142 for strategic acquisitions, investments in existing/new businesses, IP rights acquisition, subsidiary funding, and international expansion
  • General Corporate Purposes (≤25% of Net Proceeds): ₹1,83,37,56,714 for operational requirements, working capital, business contingencies
  • Specific Use: Part-funding accelerated acquisition of Bluetile Games, S.L. and Bestplay Systems, S.L. by Nazara UK for approximately ₹2,909 Crores
  • Utilization Period: Within 36 months from receipt of proceeds
Monitoring Agency:
  • Appointment: CARE Ratings Limited appointed to monitor utilization of proceeds
  • Reporting: Quarterly reports to be submitted as per SEBI ICDR Regulations Schedule XI
  • Disclosure: Reports to be uploaded on company website and submitted to stock exchanges within 45 days of each quarter
Shareholding Pattern Impact:
  • Pre-issue Shares: 38,46,96,024 Equity Shares
  • Post-issue Shares: 40,86,66,700 Equity Shares
  • Dilution: Approximately 5.86% of post-issue capital
  • Promoter Holding: Remains unchanged at 33.98%
  • FPI Category II Holding: Increases from 2.86% to 9.87%
Lock-in Requirements:
  • Equity Shares subject to lock-in as per SEBI ICDR Regulations Chapter V
  • No change in control of the Company

Item 3: Appointment of Independent Director (Special Resolution)

  • Name: Mr. Con Anthony Conlon (DIN: 03200461)
  • Appointment Date: August 3, 2026 (as Additional Director)
  • Term: 5 years from August 3, 2026 to August 2, 2031
  • Qualifications: Commercial Computer Programming (Dublin Institute of Technology), BA in Politics and Economics (University College Dublin)
  • Experience: Entrepreneur with expertise in technology businesses, data analytics, AI solutions
  • Current Directorships: Merit Data & Technology Private Limited, Spanner Moto Private Limited, Merit Software Services Private Limited
  • Remuneration: Sitting fees as approved by the Board
  • Replacement: Replaces Mr. Arun Vijaykumar Gupta who ceased as Independent Director effective August 4, 2026

Financial Impact

  • Capital Increase: Authorized share capital to increase by ₹10 crore
  • Fundraising: ₹733.5 crore equity infusion
  • EPS Dilution: Approximately 5.86% post-issue
  • Monitoring: Mandatory monitoring agency appointment for issue size exceeding ₹100 crore

Corporate Governance

  • Board Approval: All resolutions approved by Board on August 6, 2026
  • Committee Recommendation: NRC recommended Mr. Conlon's appointment
  • Independence Declaration: Mr. Conlon submitted declaration of independence
  • Compliance Certificates: Company Secretaries provided pricing and ICDR compliance certificates