Nazara Technologies Submits Q4 FY26 Monitoring Agency Report for Preferential Issue Proceeds of INR 495.00 Crore

Nazara Technologies has submitted its Monitoring Agency (MA) Report for the quarter ended March 31, 2026, to BSE Limited and the National Stock Exchange of India Limited. The report was filed pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. ICRA Limited, appointed as the Monitoring Agency under an agreement dated January 29, 2025, prepared the report to track the utilisation of proceeds raised through the company's preferential issue.

Issue Overview

The preferential issue involved the allotment of 50,00,000 fully paid-up equity shares of face value INR 4.00 each, at a price of INR 990.00 per share (including a premium of INR 986.00 per share), raising gross proceeds of INR 495.00 crore. Issue-related expenses incurred up to Q4 FY26 stood at INR 0.38 crore. The funds are earmarked for two primary objects, as detailed below.

Object Original Cost (Rs. Crore) Expansion and growth Upto 371.25 General Corporate Purposes & Preferential Issue expenses Upto 123.75 Total 495.00

Utilisation of Proceeds

ICRA confirmed no deviation from the objects of the issue. The report noted that utilisation is in line with the disclosures made in the offer document, with no material deviation observed over earlier monitoring agency reports. Both objects remain on schedule, with a completion timeline of within 36 months from the date of receipt of funds, as per the EOGM notice dated February 13, 2025.

The following table summarises the progress in utilisation of issue proceeds as at the end of Q4 FY26:

Object Amount Proposed (Rs. Crore) Utilised at Beginning of Quarter (Rs. Crore) Utilised During Quarter (Rs. Crore) Utilised at End of Quarter (Rs. Crore) Unutilised Amount (Rs. Crore) Expansion and growth Upto 371.25 27.94 36.64 64.58 306.67 General Corporate Purposes & Preferential Issue expenses Upto 123.75 0.38 - 0.38 123.37 Total 495.00 28.32 36.64 64.96 430.04

ICRA noted that for the expansion and growth object, INR 0.55 crore of the proceeds was utilised as reimbursement for expenditure funded earlier through internal accruals. The General Corporate Purposes head includes issue expenses of INR 0.38 crore.

Deployment of Unutilised Proceeds

The unutilised proceeds of INR 430.04 crore have been deployed across a range of mutual funds and a fixed deposit. As certified by Nikunj Raichura & Associates, the total market value of these investments stood at INR 446.56 crore at the end of the quarter, reflecting earnings of INR 16.52 crore. The deployment details are as follows:

Instrument Amount Invested (Rs. Crore) Earnings (Rs. Crore) Return on Investment (%) Market Value (Rs. Crore) Mutual Fund – Aditya Birla Sun Life Arbitrage Fund Growth 30.00 1.51 5.03% 31.51 Mutual Fund – Kotak Arbitrage Fund Direct Growth 30.00 1.43 4.77% 31.43 Mutual Fund – Bandhan Money Manager Fund 0.71 0.03 4.23% 0.74 Mutual Fund – Kotak Low Duration Fund 32.48 1.61 4.96% 34.09 Mutual Fund – Bandhan Income Plus Arbitrage Active FoF 39.81 1.43 3.59% 41.24 Mutual Fund – ICICI Prudential Income Plus Arbitrage Active FoF 40.00 1.70 4.25% 41.70 Mutual Fund – ICICI Prudential Banking & PSU Debt Direct Growth 40.00 1.64 4.10% 41.64 Mutual Fund – Invesco India Arbitrage Fund Direct Growth 30.00 1.54 5.13% 31.54 Mutual Fund – TRUSTMF Corporate Bond Fund – Direct Plan Growth 20.00 0.63 3.15% 20.63 Mutual Fund – Tata Arbitrage Fund Direct Growth 30.00 1.46 4.87% 31.46 Mutual Fund – Tata Gilt Securities Fund Direct Growth 40.00 -0.82 -2.05% 39.18 Mutual Fund – SBI Short Term Debt Fund Direct Growth 25.00 1.00 4.00% 26.00 Mutual Fund – SBI Income Plus Arbitrage Active FoF Direct Growth 25.00 0.87 3.48% 25.87 Fixed Deposit – IndusInd Bank (Maturity: 28-Sep-26) 45.00 2.49 5.53% 47.49 Balance in Standard Chartered Bank 2.04 - - 2.04 Total 430.04 16.52 446.56

Compliance and No-Deviation Confirmation

ICRA confirmed that all utilisation is as per the disclosures in the offer document, the means of finance for the disclosed objects have not changed, and no unfavorable events affecting the viability of the objects were reported. Shareholder approval for material deviations was noted as not applicable, as no material deviations were observed. The report was signed by Parul Goyal Narang, Vice President & Head – Process Excellence, ICRA Limited, and submitted to Nazara Technologies on May 12, 2026. The filing to the stock exchanges was made by Arun Bhandari, Company Secretary and Compliance Officer of Nazara Technologies.

Nazara Technologies announced its audited financial results for the quarter and financial year ended March 31, 2026. The company reported FY26 revenue of INR 1,829 crores, a 13% year-on-year increase, while EBITDA surged 66% to INR 255 crores. For Q4FY26, revenue stood at INR 398 crores, with quarterly EBITDA growing 52% year-on-year to INR 78 crores. The EBITDA margin for the quarter nearly doubled to 19.5%, an increase of 970 basis points.

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.

Strategic Developments

The company's IP portfolio expanded substantially with the acquisition of Bluetile and BestPlay, its largest M&A to date, which adds 17 casual mobile IPs and 22 million monthly active users. This acquisition is expected to add significant revenue and EBITDA scale in FY27. Existing IPs also showed strong performance; Kiddopia sustained subscriber growth, Animal Jam expanded margins, and Fusebox scaled its narrative engine. Additionally, the PC & console game Human Fall Flat crossed 58 million lifetime units globally.

FY26 Financial Performance

Metric Value Change FY26 Revenue INR 1,829 Cr +13% YoY FY26 EBITDA INR 255 Cr +66% YoY Q4FY26 Revenue INR 398 Cr - Q4FY26 EBITDA INR 78 Cr +52% YoY Q4FY26 EBITDA Margin 19.5% +970 bps YoY

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. Additionally, 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. Consequently, Nitish Mittersain's title was 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.

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