Nazara Technologies Limited , a leading gaming and sports media company, has disclosed that two of its subsidiaries have entered into significant loan agreements, totaling approximately ₹24.00 crore. The transactions, executed on July 23, 2025, are aimed at facilitating inter-corporate lending for business purposes within the group.

Loan Agreement Details

The first agreement involves Paper Boat Apps Private Limited, a wholly-owned subsidiary of Nazara Technologies, providing an unsecured loan of up to USD 13,96,781 (approximately ₹12.00 crore) to Kiddopia Inc., its own wholly-owned subsidiary.

In the second agreement, Kiddopia Inc. will lend up to GBP 10,00,000 (approximately ₹12.00 crore) to Nazara Technologies UK Limited, another wholly-owned subsidiary of Nazara Technologies.

Purpose and Disbursement

Both loans are intended for extending inter-corporate loans to fellow subsidiaries for their business purposes. The funds will be disbursed in one or more tranches, subject to compliance with applicable laws.

Related Party Transactions

While these transactions qualify as related party transactions, they are exempted under listing regulations as they involve wholly-owned subsidiaries. The company has assured that the transactions are conducted on an arm's length basis.

Current Outstanding Loans

As of the disclosure date, the outstanding loan amounts are:

Regulatory Compliance

Nazara Technologies has made this disclosure in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has provided detailed information about the agreements to the stock exchanges, including the purpose, size, and terms of the loans.

This move by Nazara Technologies to facilitate inter-subsidiary lending showcases the company's strategy to optimize its financial resources within its group structure. As the gaming and sports media sector continues to evolve rapidly, such financial flexibility could potentially support various business initiatives across the company's subsidiaries.

Nazara Technologies Limited (NSE: NAZARA), a prominent player in the gaming and sports media sector, has announced a significant strategic move involving its material subsidiary, Nodwin Gaming Private Limited. The company's board of directors has approved the de-subsidiarisation of Nodwin Gaming, which will result in Nazara's stake falling below 50%.

Key Highlights

• Nazara Technologies has approved the separation of Nodwin Gaming.
• Nodwin Gaming plans to raise fresh capital from existing shareholders.
• Nazara's stake in Nodwin Gaming will decrease to less than 50% post-capital raise.
• Nazara will relinquish controlling rights and certain restrictive rights in Nodwin.
• The move aims to provide Nodwin with operational and financial flexibility for growth.
• Nazara has decided not to participate in this funding round, focusing on core gaming IPs.

Details of the De-subsidiarisation

According to the company's filing, the de-subsidiarisation will be achieved through two primary actions:

1. Dilution of Nazara's shareholding in Nodwin Gaming, resulting from Nodwin's proposed capital raise from certain existing shareholders.
2. Relinquishment of controlling rights and certain other restrictive rights by Nazara.

It's important to note that Nazara will not be selling any of its shares in Nodwin Gaming. The reduction in stake is solely due to the fresh capital infusion by other shareholders.

Strategic Rationale

Nazara Technologies stated that this decision aligns with its "sharper strategic focus on core gaming IPs." By not participating in Nodwin's capital raise, Nazara aims to support Nodwin's next phase of growth in the esports and youth media business while maintaining its own strategic direction.

Shareholder Approval and Future Steps

The de-subsidiarisation is subject to shareholder approval, which will be sought through a special resolution at an Extraordinary General Meeting (EGM) scheduled for August 13, 2025. Upon receiving shareholder approval, Nazara will execute definitive agreements to formalize the terms and conditions of the de-subsidiarisation.

Impact on Nazara's Position

Despite the reduction in stake, Nazara Technologies will remain the largest shareholder in Nodwin Gaming. Following the de-subsidiarisation, Nodwin will be reclassified as an associate company of Nazara rather than a subsidiary.

This strategic move by Nazara Technologies reflects the dynamic nature of the gaming and esports industry, as companies adjust their portfolios and focus to capitalize on growth opportunities and maintain competitiveness in the rapidly evolving market.

Investors and industry observers will be keenly watching how this restructuring impacts both Nazara Technologies and Nodwin Gaming's future growth trajectories in the coming months.