Updated Jun 1, 2026 by Nazara Technologies
Financial · May 12, 2026
Published by Nazara Technologies
National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1. G Block, Bandra -Kurla Complex, Bandra (East), <u>Subject: Outcome of Board Meeting </u> <u>Reference - Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and </u> <u>Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”)</u> Further to our intimation dated May 05, 2026 and pursuant to Regulation 30 and 33 of the Listing Regulations, we wish to inform you that t...
Annexure - E May 12, 2026 To, Listing Compliance Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001. Scrip Code: 543280 Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1. G Block, Bandra -Kurla Complex, Bandra (East), Mumbai- 400051. 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”) Further to our intimation dated May 05, 2026 and 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 its meeting held today i.e. May 12, 2026, inter alia, considered and approved the following: 1. The Audited Financial Results (Consolidated and Standalone) of the Company for the quarter and financial year ended March 31, 2026 (‘Results’). A copy of the Results together with the Auditor Reports thereon are enclosed herewith as Annexure A. Further, pursuant to the provisions of Regulation 33(3)(d) of the Listing Regulations, a declaration of Unmodified Opinion by the Jt. Managing Director & Chief Executive Officer of the Company, in respect of the Results of the Company for the financial year ended March 31, 2026 is also enclosed herewith as Annexure B.
the provisions of Regulation 33(3)(d) of the Listing Regulations, a declaration of Unmodified Opinion by the Jt. Managing Director & Chief Executive Officer of the Company, in respect of the Results of the Company for the financial year ended March 31, 2026 is also enclosed herewith as Annexure B. 2. 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. Mithun Padam Sacheti (DIN: 01683592) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company, liable to retire by rotation, with effect from May 12, 2026. 3. 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. Muraarie Rajan (DIN: 02756837) as an Additional Director in the category of Independent Director of the Company, for a term of 5 years commencing from May 12, 2026. 4. Based on the recommendation of the Nomination, Remuneration and Compensation Committee, Audit Committee and subject to the approval of the Members of the Company, the re-designation of Mr. Vikash Mittersain (DIN: 00156740), Chairman & Managing Director as ‘Founding Chairman’ in the category of Non-Executive Non-Independent Director of the Company with effect from June 01, 2026. Consequently, he shall cease to be Key Managerial Personnel and an authorised officer to determine the materiality of an event or information for the purpose of making disclosure to stock exchanges under the Listing Regulations, with effect from June 01, 2026.
ompany with effect from June 01, 2026. Consequently, he shall cease to be Key Managerial Personnel and an authorised officer to determine the materiality of an event or information for the purpose of making disclosure to stock exchanges under the Listing Regulations, with effect from June 01, 2026. This transition reflects the Company’s continued evolution as an institutionalized global gaming platform. It further ensures continuity of founder stewardship by enabling withdrawn. Nazara Technologies Limited CIN: L72900MH1999PLC122970 11th Floor, Avighna House, Dr. A.B. Road,
Annexure - E Mr. Mittersain to continue contributing through strategic guidance and long-term perspective in a nonexecutive capacity. 5. The change in title of Mr. Nitish Mittersain (DIN: 02347434) from ‘Joint Managing Director and Chief Executive Officer’ to ‘Managing Director and Chief Executive Officer’ with effect from June 01, 2026, consequent to the aforesaid re-designation of Mr. Vikash Mittersain. 6. The appointment of M/s. MAKK & CO., Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026-27. 7. The withdrawal of the Scheme of Amalgamation of Paper Boat Apps Private Limited, wholly owned subsidiary of the Company with Nazara Technologies Limited filed before the Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, in view of the change in restructuring plans of the Company. An application for withdrawal of the Scheme will be filed with the Hon’ble NCLT, in due course of time. The details 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 in respect of Item Nos. 2, 3, and 4 are enclosed as Annexure – C and in respect of Item Nos. 6 and 7 are enclosed herewith as Annexure – D & E respectively. The meeting of the Board of Directors of the Company commenced at 5:10 p.m. and concluded at 6:15 p.m. The above can be accessed on the website of the Company at the link www.nazara.com. This is for your information and records. Yours faithfully, For Nazara Technologies Limited Arun Bhandari Company Secretary and Compliance Officer
f the Company commenced at 5:10 p.m. and concluded at 6:15 p.m. The above can be accessed on the website of the Company at the link www.nazara.com. This is for your information and records. Yours faithfully, For Nazara Technologies Limited Arun Bhandari Company Secretary and Compliance Officer Encl. As above withdrawn. Nazara Technologies Limited CIN: L72900MH1999PLC122970 11th Floor, Avighna House, Dr. A.B. Road,
MSKC Associates LLP & 602 , Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony Chartered Accountants Ram Nagar, Goregaon (E) Mumbai 400063, INDIA INDEPENDENT AUDITOR'S REPORT INDEPENDENT AUDITOR' S REPORT To the Board of Directors of Nazara Technologies Limited Report on the Audi t of the Consoli dated Annual Financial Resu lts Opinion We have audited the accompanying consolidat ed annual financial resul ts of Nazara Technologies Limited (hereinafter referred to as the ' Holding Company') and its subsidiaries (Holding Company and its subsidiaries together referred to as " the Group" ), its associates for the year ended 31 March 2026 ('the Statement') attached herewi th, being submi tted by the Holdi ng Company purs uant to the req uir ement of Regulation 33 of the SEBI (Listing Obligations and Disclosure R equirements) Regulations, 2015, as amended ('Listing Regulations') . In our opinion and to the best of our information and according to the explanations given to us, and based In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditors on separate audit ed financial statemen ts of the subsidiaries and associates, the afo resaid Statement : (i) includes the annual financial resul ts of the Holding Company and t he entities listed i n Annexure A; (ii) is presented in accordance wi th the requirements of Regulation 33 of the Listing R egulations in this regard; and
Nazara Technologies Limited is undergoing a period of aggressive strategic expansion and operational consolidation, as evidenced by its financial performance for the quarter and half-year ended September 30, 2024. The company reported a 7% year-over-year increase in consolidated revenue, reaching ₹56,902 lakh, with the eSports segment serving as the primary growth engine. While standalone net profits saw a substantial increase to ₹1,273 lakh for the quarter, total comprehensive income experienced a slight decline due to rising operational costs and losses from discontinued operations. This financial landscape is further complicated by significant industry-wide regulatory challenges, specifically outstanding Goods and Service Tax show cause notices totaling approximately ₹1,120 crore across two subsidiaries. The corporate strategy focuses heavily on streamlining the portfolio through both high-value acquisitions and the divestment of non-core assets. Key developments include the full acquisition and subsequent merger of Paper Boat Apps, the strategic purchase of Fusebox Games, and the integration of Freaks 4U Gaming. To fuel this inorganic growth and support future projects, the board authorized a substantial fundraise of ₹90,000 lakh through preferential equity issuance. This capital injection is intended to bolster a balance sheet that saw a net cash outflow from operating activities during the first half of the fiscal year. Geographically and operationally, the company is positioning itself as a global gaming and eSports powerhouse, evidenced by its investment in Moonshine Technology and the expansion of its international stepdown subsidiaries. By divesting stakes in entities like Crimzoncode Technologies and NzMobile Kenya while simultaneously consolidating domestic holdings, the organization aims to optimize its corporate structure. This dual approach of aggressive capital deployment and internal restructuring defines the current fiscal period, as the entity seeks to balance rapid scaling with the management of significant tax-related legal contingencies.
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TinyBuild Inc., a Delaware-incorporated video game publisher, enacted significant structural changes to its corporate governance through a Certificate of Amendment filed on June 12, 2025. This legal filing formalizes a shift in the company’s internal leadership framework, specifically transitioning the Board of Directors toward a declassified structure. Under these new provisions, all directors will serve one-year terms expiring at the subsequent annual meeting of stockholders, effectively ending any previous multi-year staggered terms by the 2026 annual meeting. The amendments further centralize control over board composition within the board itself. The number of directors is now fixed exclusively by board resolution, and any vacancies or newly created positions must be filled by a majority of the remaining directors rather than by stockholders. While stockholders retain the power to remove directors with or without cause via a majority vote, the board maintains the sole authority to appoint replacements. Additionally, the company expanded its liability protections, stipulating that directors and officers are not personally liable for monetary damages resulting from breaches of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law. Geographically and legally, the scope of these changes establishes Delaware as the primary jurisdiction for corporate disputes. The amendment mandates that federal district courts serve as the exclusive forum for Securities Act of 1933 claims, while the Delaware Court of Chancery or the federal district court for the District of Delaware are designated as the sole venues for derivative claims under the Securities and Exchange Act of 1934. These updates, signed by CFO Gjasone Salati, align the company’s governing documents with modern Delaware corporate standards regarding executive indemnification and jurisdictional exclusivity.