5432802026-05-135432802026-05-132026-05-13543280NAZARA TECHNOLOGIES LIMITEDNAZARANAINE418L01047Updatetrue2026-05-1218:15:002024-11-142025-05-262026-05-13Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Amalgamation/ MergerThe Company on November 14, 2024 informed the below to the stock exchanges: The Scheme of Amalgamation of wholly-owned subsidiary of the Company, viz., Paper Boat Apps Private Limited (“Transferor Company”) with Nazara Technologies Limited (“Transferee Company” / “Company” / “Nazara”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder (“the Scheme”). The Scheme is subject to necessary statutory and regulatory approvals, including approval of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) and other regulatory authorities, as may be required in terms of the applicable provisions of the law. The salient features of the proposed Scheme, inter alia, are as under: (a) The Appointed Date of the Scheme would be October 01, 2024 or such other date as may be fixed or approved by the NCLT and which is acceptable to the Board of Directors of the Companies. (b) The entire assets and liabilities of the Transferor Company to be transferred to and recorded by the Company at their respective carrying values in the books of accounts of the Transferor Company. All inter-company balances and investments between the Transferor Company and the Transferee Company shall stand cancelled as a result of the proposed Scheme. (c) The entire share capital of the Transferor Company is held by the Company. Upon the Scheme becoming effective, no equity shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Company and accordingly; equity shares held by the Company in the Transferor Company shall stand cancelled on the Effective Date without any further act, instrument or deed. The details as required under 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/CFDPoD-1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as “Annexure B” to the intimation dated November 14, 2024.Transaction CancellationThe withdrawal of the Scheme was a voluntary decision of the Board of Directors of the Company, primarily due to change in restructuring plans of the Company. The Board will re-evaluate and consider a revised proposal for amalgamation at an appropriate stage.There is no Impact of withdrawal of the Scheme on the Company. Subsequently, the Company will initiate formal proceedings to withdraw the Scheme from Hon’ble NCLT and the Company does not anticipate any monetary or operational impact arising from the withdrawal.Note:- 1 We wish to inform you that the Board of Directors of Nazara Technologies Limited (“the Company”) at its meeting held today i.e. May 12, 2026, inter alia, considered and approved the withdrawal of the Scheme of Amalgamation of Paper Boat Apps Private Limited, wholly owned subsidiary of the Company with Nazara Technologies Limited filed before the Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, in view of the change in restructuring plans of the Company. An application for withdrawal of the Scheme will be filed with the Hon’ble NCLT, in due course of time. 2. Name of the regulatory authority(ies):- The Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) 3. Brief details of the Scheme of Amalgamation:- We refer to our initial disclosure dated November 14, 2024 and subsequent disclosure dated May 26, 2025 with respect to the Scheme. The Scheme was intended as a part of the Group’s consolidation strategy to achieve efficiency in business operations, enhance stakeholder value, and streamline the Group’s structure by merging Paper Boat Apps Private Limited, wholly owned subsidiary of the Company with Nazara Technologies Limited. The objective was to improve administrative and operational efficiency and to support strategic growth, business development, and achievement of operational synergies. Pursuant to the approval of the Board, a joint application under Sections 230 to 232 of the Companies Act, 2013, was filed before the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") on January 24, 2025, which was admitted on March 4, 2025 (‘Scheme’). Subsequently, the Appointed Date was revised from October 01, 2024 to April 01, 2025, and a supplemental application for change in the Appointed Date was filed with the Hon'ble NCLT on August 01, 2025, which was admitted on August 11, 2025. As on the date of this disclosure, the Scheme is pending before the Hon'ble NCLT.