Nazara to de-subsidiarise Nodwin Gaming, plans stake dilution below 50%

Nazara Technologies Ltd. announced a major strategic shift on Wednesday, revealing plans to de-subsidiarise its material subsidiary, Nodwin Gaming Pvt. Ltd., as part of its renewed focus on core gaming intellectual properties.

In a filing to the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE), the company said it will not participate in Nodwin’s proposed capital raise, which involves funding from existing shareholders. This decision will result in Nazara’s stake falling below 50%, causing Nodwin to lose its subsidiary status and be reclassified as an associate company.

To support Nodwin’s next phase of aggressive expansion in the esports and youth media sectors, Nazara also plans to relinquish certain controlling and restrictive rights it currently holds as the majority shareholder. The move is intended to provide Nodwin with the financial and operational freedom necessary to raise timely funding and pursue its growth trajectory independently.

The announcement stated, "Further, in order to support Nodwin’s next phase of growth and provide it with the operational and financial flexibility needed to raise timely funding, the Company has also decided to waive certain controlling and restrictive rights it currently holds as the majority shareholder."

The Board of Directors approved the de-subsidiarisation in a meeting held on July 16. The move is subject to shareholder approval through a special resolution at an Extraordinary General Meeting (EGM) scheduled for August 13, 2025. The EGM will be conducted via video conferencing or other virtual means.

Despite the dilution, Nazara will remain Nodwin’s largest shareholder. The company also clarified that it will enter into definitive agreements to formalize the arrangement upon receiving shareholder consent. These agreements will be disclosed to the stock exchanges in compliance with SEBI regulations.