Nazara Technologies raises ₹733.5 crore preferential issue

The key decision and why it matters

Nazara Technologies Limited has approved a large capital raise through a preferential issue, as the company prepares for a leadership transition at the top. The board has cleared a fundraise of up to ₹733.5 crore by issuing new equity shares to identified investors, subject to shareholder and regulatory approvals. The proposed allotment is priced at ₹306 per share and is positioned as growth capital for the company.

A notable part of the transaction is the participation of incoming CEO Raymond Albaladejo Stauffer, who is set to take over from September 1, 2026, subject to regulatory approvals. His proposed investment is the largest in the round and will result in a meaningful post-issue stake.

Preferential issue: size, pricing, and share issuance

Nazara’s board, meeting on August 6, 2026, approved the issuance of up to 2,39,70,676 fully paid-up equity shares (face value ₹2 each) on a preferential basis. The issue price is ₹306 per share, including a premium of ₹304 per share, aggregating up to ₹733.5 crore.

The company said the pricing complies with the floor price determined as of July 31, 2026, under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The allotment remains contingent on shareholder approval and any other statutory, regulatory, and governmental approvals that may be required.

Incoming CEO’s investment and resulting ownership

As part of the preferential allotment, incoming CEO Raymond Albaladejo Stauffer is proposed to be allotted 1.91 crore shares. Based on the disclosed terms, his proposed investment is ₹583.48 crore.

After the issue, his stake is expected to be 4.67% in the company. The company’s disclosure also indicates a total post-issue stake of 5.87% for the overall preferential allotment.

The company also noted that the round includes other investors, and described the participation as led by the incoming CEO and other senior leaders from Bluetile Games and BestPlay Systems.

Use of proceeds: acquisitions and global growth

Nazara has stated that proceeds from the preferential issue will support strategic acquisitions and global growth. In its announcement, the company also described the move as strengthening the balance sheet while integrating key leadership talent, subject to shareholder approval.

Beyond the headline size of the raise, investors typically track how quickly such capital is deployed, especially when the stated objective includes acquisitions. For Nazara, the stated purpose links directly to expansion activity and the company’s global plans.

Shareholder approvals and the August 30 EGM

To obtain shareholder approval for the fundraise, Nazara will convene an Extraordinary General Meeting (EGM) on August 30, 2026. The EGM is scheduled to be held through video conferencing and other audio-visual means, as per the company’s board-approved plan.

Shareholders will vote on the preferential allotment and a related change in capital structure. The company has also stated that designated persons remain under a trading window closure until 48 hours after the announcement.

Authorised share capital increase alongside the allotment

To accommodate the new issuance, the board also approved an increase in the company’s authorised share capital. The authorised capital is proposed to rise from ₹80 crore (40 crore equity shares) to ₹90 crore (45 crore equity shares), along with the consequential amendment to the Memorandum of Association.

This capital increase is also subject to shareholder approval. In practice, raising authorised share capital provides headroom for issuing additional shares, including those under the current preferential route.

A separate EGM on August 10 for board appointments

Nazara has also announced a separate EGM scheduled for Monday, August 10, 2026 at 11:30 a.m. IST, to be conducted via VC/OAVM. That meeting is meant to seek shareholder approval for the appointment of Mr. Mithun Padam Sacheti as a Non-Executive Director and Mr. Muraarie Rajan (DIN: 02756837) as an Independent Director for a term of five years from May 12, 2026 to May 11, 2031.

It will also vote on the re-designation of Mr. Vikash Mittersain (DIN: 00156740) from Chairman and Managing Director to Founding Chairman in the category of Non-Executive Director. The proposed term for that re-designation is five years from June 1, 2026 to May 31, 2031, along with a specified remuneration package.

Remote e-voting for the August 10 EGM is scheduled from August 5, 2026 (09:00 a.m. IST) to August 9, 2026 (05:00 p.m. IST), with the cut-off date set as August 3, 2026.

Financial context: recent quarterly and annual numbers

Nazara’s fundraising decision comes alongside a mixed recent financial picture disclosed by the company. For Q1FY27, revenue from operations was ₹428.77 crore, down 14.03% year-on-year from ₹498.77 crore in Q1FY26, but up 7.79% quarter-on-quarter from ₹397.78 crore in Q4FY26. Total income in Q1FY27 was ₹437.55 crore, down 24.02% year-on-year from ₹575.87 crore.

Nazara reported a net loss of ₹82.47 crore in Q1FY27, compared with a net profit of ₹51.34 crore in Q1FY26 and ₹55.70 crore in Q4FY26. Restated basic EPS for continuing operations before exceptional items stood at negative ₹2.16 in Q1FY27, versus ₹1.51 in Q1FY26.

For FY26, the company reported revenue from operations of ₹1,828.98 crore, up 12.63% from ₹1,623.91 crore in FY25. Total income for FY26 was ₹3,072.56 crore, up 79.11% from ₹1,715.44 crore in FY25, including an exceptional gain of ₹1,098.46 crore related to the desubsidiarisation of its erstwhile subsidiary Nodwin. FY26 PAT was ₹81.94 crore versus ₹50.96 crore in FY25.

Summary table: issue terms, approvals, and key dates

Financial snapshot table: selected reported metrics

What investors will track next

The immediate next step is shareholder voting on the preferential allotment and authorised capital increase at the August 30 EGM, along with any required regulatory clearances. Separately, shareholders will decide on director appointments and leadership re-designation at the August 10 EGM, with voting timelines already published.

Investors will also watch the final allotment details once approvals are in place, including any changes to the investor list and the execution timeline. Nazara has linked the raise to acquisitions and global growth, so subsequent disclosures on capital deployment and transaction pipeline will likely be central to how the market evaluates the fundraise.

Conclusion

Nazara Technologies has lined up a ₹733.5 crore preferential allotment at ₹306 per share, anchored by incoming CEO Raymond Albaladejo Stauffer’s ₹583.48 crore participation and a projected 4.67% post-issue stake. Shareholders are scheduled to vote on the fundraise and authorised capital increase at an EGM on August 30, 2026, while a separate EGM on August 10, 2026 covers board appointments and leadership re-designation. The company’s next updates are expected to follow the shareholder votes and completion of regulatory approvals.