Mitter Infotech LLP Offloads 1,92,46,268 Shares of Nazara Technologies in Open Market Sale

Mitter Infotech LLP, a promoter of Nazara Technologies Limited, has filed a disclosure under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting a significant disposal of equity shares through the open market. The transaction was executed on May 15, 2026, and the disclosure was submitted on May 16, 2026, signed by Nitish Mittersain, Designated Partner of Mitter Infotech LLP.

Key Details of the Share Sale

Mitter Infotech LLP sold 1,92,46,268 equity shares of Nazara Technologies, amounting to 5.195% of the total share and voting capital. The transaction was conducted via the open market on the BSE Limited and the National Stock Exchange of India Limited, where the shares of Nazara Technologies are listed.

Parameter: Details Target Company: Nazara Technologies Limited Seller: Mitter Infotech LLP (Promoter) Mode of Sale: Open Market Date of Sale: May 15, 2026 Shares Sold: 1,92,46,268 % of Total Share/Voting Capital Sold: 5.195%

Pre- and Post-Sale Shareholding

Prior to the transaction, Mitter Infotech LLP held 2,25,69,800 shares, constituting 6.092% of the total share and voting capital. The Persons Acting in Concert (PAC) — comprising Nitish Mittersain, Vikash Mittersain, Neerja Mittersain, Vishal V Chiripal, Vedprakash Chiripal, Kanta Pratapchand Jain, Kavita N. Saraogi, Meena Gupta, Rajesh Pratapchand Jain, and Rahul Balkrishna Goyal — collectively held 82,04,384 shares (2.215%), bringing the combined pre-sale holding to 3,07,74,184 shares (8.307%).

Following the disposal, Mitter Infotech LLP's direct stake fell to 33,23,532 shares (0.897%), while the PAC holding remained unchanged at 82,04,384 shares (2.215%). The combined post-sale holding of Mitter Infotech LLP and PAC stood at 1,15,27,916 shares, equivalent to 3.112% of the total share and voting capital.

Metric: Before Sale After Sale Mitter Infotech LLP (Shares): 2,25,69,800 33,23,532 Mitter Infotech LLP (%): 6.092% 0.897% PAC (Shares): 82,04,384 82,04,384 PAC (%): 2.215% 2.215% Combined Total (Shares): 3,07,74,184 1,15,27,916 Combined Total (%): 8.307% 3.112%

Share Capital of Nazara Technologies

The equity share capital and total voting capital of Nazara Technologies remained unchanged before and after the sale. The company's share capital details are as follows:

Parameter: Details Total Equity Share Capital: Rs.74,09,30,048/- Total Number of Equity Shares: 37,04,65,024 Face Value per Share: Rs. 2/- Total Diluted Share/Voting Capital: Rs.74,09,30,048/-

No shares were reported as encumbered, pledged, or subject to any lien or non-disposal undertaking by Mitter Infotech LLP either before or after the transaction. There were also no warrants, convertible securities, or other instruments entitling the seller to additional voting rights reported in the disclosure.

Nazara Technologies announced its audited financial results for the quarter and financial year ended March 31, 2026, reporting its highest-ever EBITDA. The company posted FY26 revenue of INR 1,829 crores, a 13% year-on-year increase, while EBITDA surged 66% to INR 255 crores. Momentum accelerated through the year, with Q4FY26 revenue at INR 398 crores (post Nodwin deconsolidation), quarterly EBITDA growing 52% year-on-year to INR 78 crores, and EBITDA margins nearly doubling to 19.5%, an increase of 970 basis points year-on-year. On a sequential basis, Q4 consolidated net profit rose sharply to 557M Rupees from 88M Rupees, while revenue came in at 3.97B Rupees versus 4.06B Rupees in the prior quarter. EBIT improved to 285M Rupees from 80M Rupees, with the EBIT margin expanding to 7.17% from 1.98% quarter-on-quarter. In compliance with Regulation 47 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, Nazara Technologies published a newspaper advertisement dated May 14, 2026, in the Financial Express (English) and Loksatta (Marathi), confirming the Board's approval of the audited consolidated and standalone financial results at its meeting held on May 12, 2026.

FY26 and Q4FY26 Financial Performance

The latest results reflect broad-based improvement across profitability metrics. The following table summarises the key financial indicators for FY26 and Q4FY26:

Metric: Value Change FY26 Revenue INR 1,829 Cr +13% YoY FY26 EBITDA INR 255 Cr +66% YoY Q4FY26 Revenue 3.97B Rupees vs 4.06B Rupees (QoQ) Q4FY26 EBITDA INR 78 Cr +52% YoY Q4FY26 EBITDA Margin 19.5% +970 bps YoY Q4FY26 Net Profit 557M Rupees vs 88M Rupees (QoQ) Q4FY26 EBIT 285M Rupees vs 80M Rupees (QoQ) Q4FY26 EBIT Margin 7.17% vs 1.98% (QoQ)

Audited Consolidated Financial Results (₹ in Lakhs)

The audited consolidated and standalone financial results filed with the stock exchanges under Regulation 33 of the SEBI (LODR) Regulations, 2015, provide a detailed breakdown of Nazara Technologies' performance. The figures for the quarters ended March 31, 2026 and March 31, 2025 are balancing figures between audited full-year figures and published year-to-date figures up to the third quarter of the respective financial years.

Particulars: Q4FY26 (Consolidated) Q3FY26 (Consolidated) Q4FY25 (Consolidated) FY26 (Consolidated) FY25 (Consolidated) Total Income from Operations (₹ Lakhs) 44,847 41,731 53,891 3,07,256 1,71,544 Net Profit/(Loss) before Tax (before exceptional items) (₹ Lakhs) 4,246 1,500 (397) 97,598 6,630 Net Profit/(Loss) after Tax (after exceptional items) (₹ Lakhs) 5,570 884 407 8,194 5,096 Total Comprehensive Income (₹ Lakhs) 7,626 1,702 664 16,907 5,586 Equity Share Capital (₹ Lakhs) 7,410 7,410 3,505 7,410 3,505 Basic & Diluted EPS (₹) 1.27 0.27 (0.06) 2.62 2.37

On a standalone basis, Q4FY26 net profit after tax stood at ₹391 lakhs, with basic and diluted EPS of ₹0.11. For the full year FY26, standalone net profit after tax was ₹(93,497) lakhs, with basic and diluted EPS of ₹(25.52). Standalone reserves (excluding revaluation reserves) as per the audited balance sheet stood at ₹3,39,939 lakhs for FY26 and ₹2,82,800 lakhs for FY25.

Operational Highlights

Nazara generated a pre-tax operating cash flow (OCF) of INR 213 crores in FY26, up 81% YoY, driven by an 84% EBITDA to OCF conversion ratio. The EBITDA contribution from the Gaming segment increased significantly from 56% in FY25 to 90% in FY26 as the company sharpened its focus on its high-margin core gaming business. The company is converging toward a globally diversified gaming platform spanning mobile, PC & console, and offline gaming across India, North America, and Europe. The Centres of Excellence built across User Acquisition, Data Analytics, Artificial Intelligence, Growth and Product are now platform capabilities embedded across the full game lifecycle.

Strategic Developments and FY27-FY28 Outlook

The company's IP portfolio expanded substantially with the acquisition of Bluetile and BestPlay — Nazara's largest M&A to date — which adds 17 casual mobile IPs and 22 million monthly active users. The Bluetile acquisition is projected to significantly boost EBITDA, with the figure expected to double by FY27. Once consolidated, the acquisition is expected to add significant revenue and EBITDA scale in FY27. Looking ahead to FY27-FY28, Nazara plans to monetise non-core assets, including Sportskeeda and its AdTech business. Existing IPs also showed strong performance; Kiddopia sustained subscriber growth for the second consecutive quarter with improved unit economics, Animal Jam expanded margins while extending onto Roblox, and Fusebox successfully scaled its narrative engine across multiple reality-TV IPs, with further launches planned. The PC & console game Human Fall Flat, published by Nazara, crossed 58 million lifetime units globally.

Commenting on the results, Nitish Mittersain, Managing Director and CEO of Nazara Technologies, said, "FY26 was a pivotal year for Nazara. We delivered our highest-ever EBITDA at INR 255 crores, with EBITDA growing 66% year-on-year and Q4 EBITDA margins reaching 19.5%. Nazara today operates at a materially different scale than it did 12 months ago. The scale, quality and earnings capacity of the platform have expanded significantly. Operating leverage is real, and it is compounding. The years ahead are about scaling this platform globally."

Board Appointments and Restructuring

Nazara announced the appointment of Mithun Sacheti, Founder of CaratLane, as a Non-Executive Director and Muraarie Rajan as an Independent Director on its Board. Mithun brings entrepreneurial and consumer brand-building experience, while Muraarie contributes over 35 years of global M&A and strategic advisory expertise. The Board approved the re-designation of Vikash Mittersain from Chairman & Managing Director to 'Founding Chairman' and Non-Executive Non-Independent Director effective June 01, 2026, with Nitish Mittersain's title consequently changed to Managing Director and Chief Executive Officer from the same date. The Board also appointed M/s. MAKK & CO., Chartered Accountants, as the Internal Auditors for FY 2026-27.

Corporate Actions

The Board approved the withdrawal of the Scheme of Amalgamation of Paper Boat Apps Private Limited, a wholly owned subsidiary, with Nazara Technologies Limited. The application for withdrawal will be filed with the Hon'ble National Company Law Tribunal, Mumbai Bench, in due course, following a change in the company's restructuring plans. In a separate regulatory filing dated May 13, 2026, the Company Secretary and Compliance Officer, Arun Bhandari, confirmed the availability of the audio recording of the Q4 & FY2026 earnings call, conducted via digital means, on the company's investor relations website in compliance with Regulation 30 read with Part A of Schedule III of the Listing Regulations.

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