Nazara founder Nitish Mittersain steps back as company lines up $77 million UK investment

MUMBAI: Nazara Technologies is reshuffling its leadership, raising fresh equity capital and preparing to channel more money into its overseas gaming business, marking a busy round of boardroom and financial changes at the listed gaming company.

The board of Nazara Technologies has redesignated managing director Nitish Mittersain as founder and non-executive director, approved the appointment of Mithun Padam Sacheti as executive director, and accepted the resignation of whole-time director Rohit Sharma, effective 11 January 2027. The company has also approved a preferential allotment of 2.39 crore equity shares worth Rs 730.78 crore and an investment of up to $77 million (approximately Rs 742.72 crore) in its wholly owned UK subsidiary.

The decisions were taken at a board meeting on 12 October, according to a regulatory filing.

Mittersain, who founded Nazara in 1999, will move from his executive responsibilities as managing director to founder and non-executive director with effect from the close of business on 12 October, subject to shareholder approval and other applicable clearances. He will cease to be the company’s key managerial personnel from 13 October.

With more than 27 years of experience in gaming and interactive entertainment, Mittersain led Nazara’s evolution into a diversified gaming business with multiple intellectual properties and an international presence. In 2021, the company became India’s first publicly listed gaming company.

In his new role, Mittersain will continue to provide strategic guidance to the board, drawing on his industry relationships and institutional knowledge as Nazara pursues its long-term growth and international ambitions.

The board has also approved the redesignation of Mithun Padam Sacheti from non-executive director to whole-time director and key managerial personnel, with the designation of executive director, effective 12 October, subject to shareholder approval. His appointment is for five years, according to the filing.

Sacheti, founder of jewellery retailer CaratLane, brings experience in consumer businesses, digital ecosystems, entrepreneurship and brand-building. He holds a commerce degree from Sydenham College of Commerce and Economics and is a certified gemologist from the Gemological Institute of America.

Meanwhile, Rohit Sharma has resigned as whole-time director to pursue entrepreneurial opportunities. His resignation will take effect at the close of business on 11 January 2027, following a three-month notice period, unless another date is mutually agreed with the company.

The board has placed on record its appreciation for Sharma’s contribution during his tenure.

Nazara is also changing its finance leadership. Chief financial officer Rakesh Shah will step down from the position and as key managerial personnel at the close of business on 15 October to pursue an external professional opportunity.

Shah will remain available to support the transition for 90 days from the effective date of his resignation.

The board has appointed Arun Agrawal as CFO and key managerial personnel with effect from 16 October.

A chartered accountant, Agrawal brings more than two decades of experience in finance and business strategy. He has served as global CFO at Ness Digital Engineering and Mastek, and previously held leadership roles at Firstsource Solutions, General Electric, Wipro and Tata Motors.

His experience spans corporate planning, business analytics, treasury, international taxation, mergers and acquisitions, investor relations and financial management.

Alongside the leadership changes, Nazara’s board has approved the allotment of 2,38,81,711 fully paid-up equity shares on a preferential basis at Rs 306 per share, including a premium of Rs 304 over the face value of Rs 2.

The allotment will raise approximately Rs 730.78 crore through a private placement to five individuals.

Raymond Albaladejo Stauffer has been allotted 1,90,67,969 shares, while Marc Sylvester Schutze will receive 28,32,273 shares. Maxime Loppin has been allotted 10,03,628 shares, Alexandre Paul Jean Noirot Cosson 7,10,946 shares, and Alexander Osou 2,66,895 shares.

The shares will rank equally with the company’s existing equity shares, including entitlement to dividends and other corporate benefits, subject to applicable conditions. They will also be subject to the lock-in requirements prescribed under securities regulations.

Nazara had received in-principle approvals for the preferential issue from the BSE and the National Stock Exchange on 29 September. It will now apply for listing and trading approvals for the newly allotted shares.

Following the allotment, the company’s issued, subscribed and paid-up equity share capital will rise from Rs 76.94 crore, comprising 38.47 crore shares, to Rs 81.72 crore, comprising 40.86 crore shares.

Nazara’s board has separately approved an investment of up to $77 million, equivalent to approximately Rs 742.72 crore, in Nazara Technologies UK, its wholly owned subsidiary. The funds will be infused through subscriptions to equity shares in one or more tranches, subject to applicable laws and regulatory requirements.

The investment is intended to finance the second tranche of the purchase consideration payable to the sellers of Bluetile Games and Bestplay Systems under the relevant share purchase agreements and associated transaction documents.

The proposed infusion is expected to support the completion of the acquisition transaction and strengthen Nazara’s international gaming portfolio. The company intends to complete the investment within 30 days of board approval, or within another mutually agreed period permitted under applicable laws.

Nazara UK, incorporated on 31 July 2024, has a paid-up share capital of approximately £4.89 million and reported no turnover in the filing.

The board has also approved converting outstanding loans to two wholly owned subsidiaries into equity, a move aimed at strengthening their capital bases and improving their financial profiles.

The first proposal involves converting up to Rs 129.35 crore of inter-corporate loans extended to Smaaash Entertainment into equity share capital. Nazara had provided financial assistance to Smaaash under a resolution plan approved through the corporate insolvency resolution process and an inter-corporate loan agreement dated 6 June 2025.

The proposed conversion is intended to improve Smaaash’s debt-equity profile, strengthen its net worth and support its future growth plans.

The second proposal covers the conversion of a loan of up to £23 million, equivalent to approximately Rs 294.40 crore, advanced to Nazara UK. The conversion is intended to strengthen the subsidiary’s capital base and support its long-term business requirements.

The number of shares to be issued by both subsidiaries will be determined using valuations from independent valuers and in accordance with applicable law. The company expects the conversions to be completed within 60 days of board approval, or within another mutually agreed period permitted under applicable regulations.

Nazara said both subsidiaries would remain wholly owned, with no change in ownership or control following the conversions.

Smaaash operates gaming and entertainment centres across India, with activities spanning bowling, go-karting, games, food and beverages, events and sponsorships. It reported turnover of Rs 95.80 crore for the year ended 31 March 2026, compared with Rs 104.89 crore in the previous financial year and Rs 109.20 crore in 2023-24.

The combined moves give Nazara several priorities to pursue: a transition in executive leadership, a fresh equity infusion, funding for overseas acquisitions and the conversion of subsidiary debt into equity. The challenge now is to translate the financial restructuring and international expansion plans into sustained growth across its gaming and entertainment businesses.