Nazara Technologies 2026 warrant allotment: ₹118.5 cr

Key development: 1.823 crore warrants allotted

Nazara Technologies has allotted 1,82,31,000 warrants on a preferential basis at ₹260 per warrant. The price comprises a face value of ₹2 and a premium of ₹258. The Board of Directors approved the allotment on June 4, 2026 after receiving subscription amounts from eligible allottees. The company said it received ₹118.5 crore as the subscription amount, representing 25% of the total warrant issue price.

The warrants are convertible into fully paid-up equity shares. Warrant holders can exercise the option within 18 months from the date of allotment, subject to payment of the remaining 75% of the issue price. The company has also flagged that if warrant holders do not convert within the 18-month window, the rights expire and amounts already paid are forfeited.

How the preferential issue is structured

The fundraise is being executed through warrants where each warrant is convertible into one fully paid-up equity share of face value ₹2. The 25% upfront subscription amount is a standard feature for such instruments. The remaining 75% becomes payable when the holder chooses to convert, within the permitted period.

Nazara has also disclosed that resultant shares will be subject to SEBI lock-in periods. That matters for liquidity and near-term supply, although the company has not specified lock-in duration details in the provided information.

Allotment breakdown: who received how many warrants

Nazara disclosed the allotment distribution and subscription amounts across key investors, with Riambel Capital PCC-RCC1 receiving the largest tranche.

The company also noted a reclassification of Plutus Investments and Holding Private Limited into the promoter group as part of the issuance.

The larger plan: up to 1.923 crore warrants, ₹500.01 crore target

Nazara has previously communicated that it proposed issuing up to 1,92,31,000 warrants at ₹260 per warrant. This implies an aggregate fundraise of ₹500.01 crore (₹500,00,60,000). A press release dated March 30, 2026 was titled “Nazara raises INR 500 crores through Preferential Issue of Warrants”.

The March 30 disclosures also said the proceeds are intended mainly to support strategic acquisitions, including the announced deals for Bluetile and BestPlay, and to accelerate growth across existing business verticals. The same set of disclosures described participation from five investors in the fundraise.

Shareholders’ vote: EGM approvals and voting numbers

Nazara’s shareholders approved enhanced financial powers and the issuance of preferential warrants at an Extraordinary General Meeting (EGM) held on May 1, 2026. Voting was conducted on two special resolutions. The first expanded the company’s authority to provide loans, issue guarantees, and make investments under Section 186 of the Companies Act, 2013. The second approved the issuance of warrants on a preferential basis.

Nazara also stated that, as per the consolidated scrutinizer’s report, both resolutions contained in the EGM notice dated March 30, 2026 were duly passed with the requisite majority.

Investment and loan limits: proposed move to ₹5,000 crore

Alongside the warrant issuance proposal, the company proposed to increase its overall investment and loan limits under Section 186 from ₹3,500 crore to ₹5,000 crore. The stated rationale was to provide greater financial flexibility for strategic actions.

This governance change sits alongside the company’s broader capital-raising plan, because acquisitions and investments often require either direct funding or the ability to provide guarantees and inter-corporate support.

Other disclosures around the fundraise

In the same March 30, 2026 board meeting context, Nazara’s board also approved an unsecured loan of up to ₹4 crore to its wholly-owned subsidiary, Smaaash Entertainment Private Limited. The information provided indicates it was likely to support the subsidiary’s operations.

Nazara’s earlier communications also referenced that Riambel Capital PCC-RCC1 is a SEBI-registered Category I Foreign Portfolio Investor and was to receive the largest portion of the proposed allotment.

nCore Games investment via convertible note

Separately, Nazara Technologies FZ LLC executed a Convertible Promissory Note to invest USD 500,000 in nCore Games, Inc. The stated aim was to bolster its India-centric gaming IP portfolio through the FAU-G franchise.

While this is not directly part of the warrant allotment mechanics, it provides additional context on how Nazara is positioning capital deployment towards gaming intellectual property and related assets.

Background: earlier preferential allotment in 2025

Nazara also has a prior precedent of capital structure changes through preferential allotment. On January 17, 2025, the company approved allotment of 20,52,940 fully paid-up equity shares at a price of ₹954.27 per equity share (including share premium of ₹950.27). The disclosure also provided a pre and post allotment paid-up equity share capital snapshot: pre-allotment equity shares of 8,55,01,368 and post allotment equity shares of 8,75,54,308, with corresponding paid-up capital amounts disclosed.

The company noted that those equity shares would be locked in as specified under Chapter V of the SEBI ICDR Regulations.

Market and investor relevance: what the numbers say

The key investor takeaway from the June 4, 2026 allotment is that Nazara has already received ₹118.5 crore as the initial 25% subscription for 1,82,31,000 warrants. Conversion, if exercised, would require the remaining 75% payment within 18 months from allotment.

The structure also embeds a hard deadline, because non-conversion leads to expiry of rights and forfeiture of payments. Separately, the near-unanimous shareholder vote percentages on May 1, 2026 indicate strong approval for both higher Section 186 limits and the preferential warrant issuance.

Conclusion

Nazara Technologies’ June 4, 2026 board-approved allotment of 1,82,31,000 warrants at ₹260 each confirms progress on its preferential issue, with ₹118.5 crore received upfront as the initial subscription. The next operational milestones depend on warrant holders exercising conversion within 18 months by paying the remaining 75% of the issue price, alongside compliance with applicable SEBI lock-in requirements.