Nazara Technologies Completes Acquisition of Next Wave Multimedia, Makes it Wholly Owned Subsidiary

Nazara Technologies Limited has completed the acquisition of the remaining equity stake in its subsidiary Next Wave Multimedia Private Limited, making it a wholly owned subsidiary. The transaction was executed in March 2026 as part of a previously announced Share Purchase Agreement.

Acquisition Details

The company acquired 4,188 equity shares of INR 100 each from the founding shareholders, representing 12.56% of Next Wave Multimedia's equity share capital. The transaction details are outlined below:

Parameter: Details Shares Acquired: 4,188 equity shares Share Value: INR 100 per share Equity Percentage: 12.56% Total Consideration: INR 7,50,08,955 Transaction Date: March 2026

Shareholding Structure Change

Following the completion of this acquisition, Nazara Technologies' ownership structure in Next Wave Multimedia has been significantly enhanced:

Ownership Status: Before Acquisition After Acquisition Nazara's Shareholding: 87.44% 100.00% Subsidiary Status: Subsidiary Wholly Owned Subsidiary

Transaction Background

The acquisition was executed pursuant to the Share Purchase Agreement dated May 24, 2024, including addendum thereto, between Nazara Technologies, Next Wave Multimedia, and the founding shareholders. The selling parties included Mr. P.R Rajendran, Ms. R Kalpana, and Ms. P.R Jayashree, who were the existing promoter-founder shareholders of Next Wave Multimedia.

Regulatory Compliance

Nazara Technologies disclosed this acquisition in compliance with Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company had previously made a disclosure regarding this transaction on December 30, 2025, and this represents an update on the completion of the acquisition process.

The transformation of Next Wave Multimedia into a wholly owned subsidiary provides Nazara Technologies with complete operational control and strategic flexibility in managing the entity's business operations and future growth initiatives.

Nazara Technologies has successfully raised ₹500 crore through a preferential issue of warrants, as announced through an official press release following the board meeting held on March 30, 2026. The gaming and sports media company's board approved the comprehensive fundraising initiative to support strategic acquisitions and accelerate growth across existing business verticals.

Warrant Issuance Structure

The board approved issuance of up to 1,92,31,000 convertible warrants at ₹260 per warrant, representing a premium to the current market price and reflecting strong investor confidence in the company's growth strategy. Each warrant is convertible into one equity share and will be issued on preferential basis to five identified investors.

Warrant Parameters: Details Total Warrants: 1,92,31,000 Issue Price: ₹260 per warrant Face Value: ₹2 per share Premium: ₹258 per warrant Total Amount: ₹500,00,60,000 Conversion Period: 18 months from allotment

Strategic Investor Participation

The warrant allocation includes participation from diverse investors, with Riambel Capital PCC-RCC1, a SEBI-registered Category I Foreign Portfolio Investor, receiving the largest allocation. The round also includes participation from the Promoter Group through Plutus Investment and Holding Private Limited, reinforcing alignment and long-term confidence in the company's strategy.

Investor Name: Warrant Allocation Riambel Capital PCC-RCC1: 94,85,000 S Gupta Family Investments Private Limited: 40,00,000 Plutus Investments and Holding Private Limited: 38,46,000 Classic Enterprises: 10,00,000 Founders Collective Fund: 9,00,000

Fund Utilization and Strategic Objectives

The proceeds from this fundraiser will primarily support strategic acquisitions, including the recently announced Bluetile and BestPlay transaction, and accelerate growth across existing business verticals. Nitish Mittersain, Joint MD & CEO, emphasized that this fresh capital positions Nazara to build globally scalable, AI-enabled gaming businesses and strengthen sector leadership.

Subsidiary Support and Regulatory Compliance

The board also approved granting an unsecured loan of up to ₹4 crore to Smaaash Entertainment Private Limited, the company's wholly-owned subsidiary. The warrant issuance requires shareholder approval and compliance with SEBI ICDR Regulations, 2018, and Companies Act, 2013, with an Extra-Ordinary General Meeting scheduled for April 30, 2026.

Post-Conversion Impact: Details Total New Shares: 1,92,31,000 Combined Investor Stake: 6.57% of expanded capital Riambel Capital Final Stake: 4.06% (from 1.72%) Meeting Date: April 30, 2026 (EGM)

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