Nazara Technologies FZ LLC, a wholly-owned subsidiary of nazara technologies , has executed a Convertible Promissory Note to invest USD 500,000 in nCore Games, Inc., a Delaware corporation. The investment, amounting to approximately ₹4.76 Crores, was executed on May 29, 2026, and will be disbursed in one or more tranches subject to customary terms and applicable regulatory approvals. This strategic financial injection is structured to provide immediate revenue participation while offering downside protection through favourable conversion and valuation terms.

The transaction targets the mobile gaming and esports sector, specifically to bolster Nazara's India-centric intellectual property portfolio through the FAU-G franchise. nCore Games, incorporated in 2018, operates as a mobile games studio and publisher with a primary focus on India-first, multiplayer, and IP-driven gaming experiences. The company’s flagship product, FAU-G: Domination, was launched in early FY26, and the total revenue for nCore for FY26 stood at USD 0.06 Million.

Investment and Transaction Details

The Convertible Promissory Note outlines the financial mechanics and strategic intent of the acquisition. The consideration is entirely cash-based, and the note is set to convert into preferred or common stock of nCore Games at a future date. The indicative timeline for the completion of this acquisition is set within 90 days from the execution of the note. The investment is not classified as a related party transaction, and the promoter group of Nazara Technologies holds no interest in nCore.

Strategic Rationale and Regulatory Compliance

The investment enables Nazara to leverage the FAU-G franchise, supported by scalable live-operations and a national esports league known as the FAU-G Bharat League. Regulatory clarity under the PROGA 2025 framework is cited as a factor enhancing growth visibility for this segment. nCore Games operates out of the USA, and its business spans game development, publishing, and live-ops monetisation, including in-game passes, bundles, sponsorships, and event rights. Currently, FAU-G: Domination is published by Nazara Publishing, aligning the operational interests of both entities. The disclosure was made to the BSE Limited and National Stock Exchange of India Limited in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nazara Technologies has increased its shareholding in Rusk Media Private Limited to 7.62% on a fully diluted basis. The company received 1,278 Pre Series C Compulsorily Convertible Preference Shares (CCPS) against a subscription amount of ₹14,98,99,176. This allotment represents 1.36% of the share capital of Rusk Media on a fully diluted basis.

The transaction follows a Share Subscription Agreement dated March 30, 2026, executed between the parties. The shares carry a face value of ₹10 each. This strategic investment increases Nazara Technologies' equity stake in the digital media entity.

Key Transaction Details

The disclosure was made to the stock exchanges on May 28, 2026, in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intimation regarding the allotment was received from Rusk Media on the same date.