Nazara Technologies EGM Approves Preferential Issue, Capital Hike

Meeting Details

Date of Meeting: Sunday, August 30, 2026
Type of Meeting: Extraordinary General Meeting (EGM)
Mode of Meeting: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in compliance with circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India
Cut-off date for voting purpose: Sunday, August 23, 2026
Total Number of Shareholders as on Cut-off date: 95,818

Proposed Resolutions and Implications

The EGM considered three special business resolutions:

1. Resolution No. 1: Ordinary Resolution - Increase in authorised share capital of the Company and consequential amendment to Clause V of the Memorandum of Association

2. Resolution No. 2: Special Resolution - To approve the issue of equity shares on a preferential basis

3. Resolution No. 3: Special Resolution - Appointment of Mr. Con Anthony Conlon (DIN: 03200461) as an Independent Director of the Company

The preferential issue resolution indicates plans for equity fundraising, while the capital increase resolution enables the company to issue additional shares. The director appointment strengthens corporate governance.

Voting Process and Methods

The voting was conducted through:

Remote e-voting facility provided by Central Depository Services (India) Limited (CDSL)
E-voting during the EGM

Remote e-voting period: Commenced on Wednesday, August 26, 2026 at 9:00 A.M. (IST) and ended on Saturday, August 29, 2026 at 5:00 P.M. (IST)

The Company published advertisements in Financial Express (English) and Loksatta (Marathi) newspapers on August 7, 2026 and August 9, 2026 regarding the EGM and e-voting facility.

Key Voting Outcomes

Resolution No. 1: Increase in Authorised Share Capital

Total valid votes cast: 160,690,561
Votes in favor: 160,687,852 (99.998%)
Votes against: 2,709 (0.002%)
Number of members voted: 235 in favor, 7 against
No invalid votes

Resolution No. 2: Preferential Issue of Equity Shares

Total valid votes cast: 160,690,561
Votes in favor: 160,067,634 (99.612%)
Votes against: 622,927 (0.388%)
Number of members voted: 224 in favor, 18 against
No invalid votes

Resolution No. 3: Appointment of Independent Director

Total valid votes cast: 160,690,561
Votes in favor: 160,689,948 (99.9996%)
Votes against: 613 (0.0004%)
Number of members voted: Data not explicitly provided in resolution breakdown
No invalid votes

Participation Breakdown by Shareholder Category

Overall Participation

Total shares outstanding: 370,465,024
Total votes polled: 160,690,561 (43.3754% of outstanding shares)

Resolution No. 1 - Category-wise Breakdown:

Promoter and Promoter Group (126,881,212 shares)

Votes polled: 108,882,008 (85.8141% of category shares)
100% votes in favor (108,882,008 votes)

Public Institutions (59,449,907 shares)

Votes polled: 33,008,399 (55.5230% of category shares)
100% votes in favor (33,008,399 votes)

Public Non-Institutions (184,133,905 shares)

Votes polled: 18,800,154 (10.2100% of category shares)
99.9856% votes in favor (18,797,445 votes)
0.0144% votes against (2,709 votes)

Resolution No. 2 - Category-wise Breakdown:

Promoter and Promoter Group

Votes polled: 108,882,008 (85.8141% of category shares)
100% votes in favor

Public Institutions

Votes polled: 33,008,399 (55.5230% of category shares)
98.1230% votes in favor (32,388,833 votes)
1.8770% votes against (619,566 votes)

Public Non-Institutions

Votes polled: 18,800,154 (10.2100% of category shares)
99.9821% votes in favor (18,796,793 votes)
0.0179% votes against (3,361 votes)

Resolution No. 3 - Category-wise Breakdown:

Promoter and Promoter Group

Votes polled: 108,882,008 (85.8141% of category shares)
100% votes in favor

Public Institutions

Votes polled: 33,008,399 (55.5230% of category shares)
100% votes in favor

Public Non-Institutions

Votes polled: 18,800,154 (10.2100% of category shares)
99.9967% votes in favor (18,799,541 votes)
0.0033% votes against (613 votes)

Scrutinizer's Role and Findings

CS Sandhya R. Malhotra, Partner of M/s. Manish Ghia & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the entire voting process. Key findings:

The e-voting process was conducted through CDSL's platform
The remote e-voting module was disabled by CDSL on August 29, 2026 after 5:00 P.M.
Votes were unblocked in the presence of independent witnesses (Ms. Sneha Yadav and Ms. Amruta Zeple)
Shareholding data was matched/confirmed with the Register of Members and depository records
There were no invalid votes in either remote e-voting or e-voting during the EGM
All resolutions were passed with requisite majority as required under the Companies Act, 2013

Compliance Confirmation

The document confirms compliance with:

Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Section 108 of the Companies Act, 2013
Rule 20 of Companies (Management and Administration) Rules, 2014
Multiple MCA circulars dated between 2020-2025 regarding conducting meetings through VC/OAVM
Applicable SEBI circulars

Additional Information

The Scrutinizer's Report including consolidated e-voting result is hosted on the company's website at www.nazara.com. The company completed dispatch of the Notice through electronic mode to members whose email addresses were registered with the Company/Depositories as on August 3, 2026.