Nazara Technologies Limited — Capital/Financing Update 2024

Jun 19, 2024

NazaraTM

Nazara Technologies Limited

==> picture [49 x 50] intentionally omitted <==

June 19, 2024

To Listing Compliance Department Listing Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1. G Block, Dalal Street, Bandra -Kurla Complex, Bandra (East), Mumbai - 400 001. Mumbai- 400051. Scrip Code: 543280 Scrip Symbol: NAZARA

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) - Investment by Nodwin Gaming Private Limited, a material subsidiary of the Company in Nodwin Gaming International Pte. Ltd., a wholly owned subsidiary of Nodwin Gaming Private Limited

Dear Sir/Madam,

With reference to the above and in compliance with Regulation 30 read with Schedule III of the Listing Regulations, based on the intimation received by the Company from Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, on June 19, 2024, we hereby inform you that Nodwin has made further investments in Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a wholly owned subsidiary of Nodwin and a step down subsidiary of the Company, by subscribing to 18,386 (Eighteen Thousand Three Hundred and Eighty-Six) ordinary shares for an aggregate consideration of USD $ 3,499,775.10 (USD Thirty Four Lakh Ninety Nine Thousand Seven Hundred Seventy Five and Ten Cents) in cash.

Pursuant to the aforesaid subscription, Nodwin now holds 5,85,519 ordinary shares in aggregate and continues to hold 100% of share capital of Nodwin Singapore.

Further, the details in this regards pursuant to the Listing Regulations read with the SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and the SEBI Circular No. SEBI/HO/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as Annexure-A .

You are requested to please take the above intimation on record.

Thanking you,

Yours faithfully,

For Nazara Technologies Limited VARSHA Digitally signed by VARSHA VALLABH VALLABH VYAS Date: 2024.06.19 VYAS 22:40:57 +05'30' Varsha Vyas Company Secretary and Compliance Officer

Encl.: As above

India | Middle East | Africa | Europe

Regd. Office:[51-54, Maker Chamber III, Nariman Point Mumbai - 400021. Tel. : +91-22-40330800 / 22810303 / 22813030 ] Fax : +91-22-22810606 E-mail: info@nazara.com Website : www.nazara.com CIN : L72900MH1999PLC122970

NazaraTM

Nazara Technologies Limited

==> picture [49 x 50] intentionally omitted <==

Annexure A

The details as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended read with the SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and the SEBI Circular No. SEBI/HO/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023:

Sr. No.	Particulars	Details
1	Name of the Target Entity details in brief such as size, turnover, etc	Nodwin Gaming International Pte. Ltd. Turnover as on March 31, 2024: USD 5,488,777/- The Paid-up share capital as on date is USD 585,519/-.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Nodwin Gaming Private Limited (“Nodwin”), is a material subsidiary of the Company and Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”) is a wholly owned subsidiary of Nodwin and a step-down subsidiary of the Company. Hence, the transaction would fall under related party transactions. Other than above, the promoter / promoter group / group companies of the Company do not have any interest in the said transaction. The transaction is on arm’s length basis.
3	Industry to which the entity being acquired belongs	E-Sports and Consulting Services.
4	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	To expand in the International markets.
5	Brief details of any governmental or regulatory approvals required for the acquisition	No approvals are required for the acquisition.
6	Indicative time for completion of acquisition	Not Applicable
7	Nature of consideration - whether cash consideration or share swap or any other form and details of the same	Cash Consideration
8	Cost of acquisition and/or the price at which the shares are acquired	USD 34,99,775.10 (USD Thirty Four Lakh Ninety Nine Thousand Seven Hundred Seventy Five and Ten cents) in cash
9	Percentage of shareholding / control acquired and / or number of shares acquired	18,386 (Eighteen Thousand Three Hundred and Eighty-Six) ordinary shares Nodwin continues to hold 100% of the Equity share capital of Nodwin Singapore.
10	Brief background about the entity proposed to be acquired in terms of product/ line of business acquired, date of incorporation, history of last three years turnover, country in which acquired	Nodwin Gaming International Pte. Ltd. is engaged in the business of E-Sports, Consulting Services, Event Management, and related content development. Date of Incorporation: 30.06.2021

India | Middle East | Africa | Europe

Regd. Office:[51-54, Maker Chamber III, Nariman Point Mumbai - 400021. Tel. : +91-22-40330800 / 22810303 / 22813030 ] Fax : +91-22-22810606 E-mail: info@nazara.com Website : www.nazara.com CIN : L72900MH1999PLC122970

NazaraTM

Nazara Technologies Limited

entity has presence and other significant information (in brief)

Country: Singapore

==> picture [49 x 50] intentionally omitted <==

Turnover: March 31, 2024: USD 5,488,777/March 31, 2023: USD 9,614,298/March 31, 2022: USD 6,781,205/-

India | Middle East | Africa | Europe

Regd. Office:[51-54, Maker Chamber III, Nariman Point Mumbai - 400021. Tel. : +91-22-40330800 / 22810303 / 22813030 ] Fax : +91-22-22810606 E-mail: info@nazara.com Website : www.nazara.com CIN : L72900MH1999PLC122970