Nazara Technologies reshuffles leadership; Nitish Mittersain steps down as MD

Nazara Technologies has announced a leadership reshuffle, with founder and managing director Nitish Mittersain transitioning to the role of founder and non-executive director as the gaming company prepares for its next phase of growth. The board has also approved the elevation of non-executive director Mithun Padam Sacheti to executive director, while whole-time director Rohit Sharma is set to step down in January 2027 to pursue entrepreneurial opportunities.

The changes, approved at the board meeting on October 12, are part of a broader set of corporate and financial decisions that include the appointment of a new chief financial officer, a preferential allotment of shares worth approximately ₹731 crore, an investment of up to $77 million in its UK subsidiary to fund overseas gaming acquisitions, and the conversion of outstanding inter-corporate loans into equity at two subsidiaries.

The developments come as Nazara continues to strengthen its international gaming portfolio and reorganise its capital structure to support its businesses in India and overseas.

Founder Nitish Mittersain transitions out of executive role

Mittersain, who founded Nazara Technologies in 1999, will cease to serve as managing director with effect from the close of business hours on October 12, subject to shareholder approval and other applicable regulatory requirements. He will continue as founder and non-executive director, providing strategic guidance to the board.

The company said the transition would enable its professional leadership team to lead the next phase of its development, while Mittersain continues to contribute his industry experience, relationships and institutional knowledge to its long-term growth and international ambitions.

With more than 27 years of experience in gaming and interactive entertainment, Mittersain has overseen Nazara's evolution into a diversified gaming business spanning multiple geographies and intellectual properties. The company became India's first publicly listed gaming company in 2021.

Under the revised arrangement, Mittersain will remain involved in the company's strategic direction but will move away from his executive responsibilities. His re-designation as a non-executive director is subject to shareholder approval, and he will cease to be the company's key managerial personnel from October 13.

The transition marks a change in the company's leadership structure, with executive responsibilities increasingly resting with its professional management team.

Mithun Sacheti joins executive leadership

The board has approved the re-designation of Mithun Padam Sacheti from non-executive director to whole-time director and key managerial personnel, with the designation of executive director. The appointment is effective October 12, 2026, subject to shareholder approval and other required clearances.

Sacheti's appointment is for a five-year term, during which he will oversee strategic initiatives and operational responsibilities assigned to him by the board.

Sacheti is the founder of CaratLane, which has developed into one of India's largest omnichannel jewellery businesses. He holds a bachelor's degree in commerce from Sydenham College of Commerce and Economics and is a certified gemologist from the Gemological Institute of America in California.

His experience spans entrepreneurship, consumer businesses, brand building and digital consumer ecosystems. The company has highlighted his role in combining technology with consumer-facing retail and his experience in developing an omnichannel business.

Sacheti's elevation brings an executive with experience in scaling a consumer brand into Nazara's operational leadership. The company has not disclosed a specific division or business vertical that he will lead, stating that his responsibilities will include strategic initiatives and operational assignments determined by the board.

Rohit Sharma to exit as whole-time director in January

Rohit Sharma has submitted his resignation as whole-time director and key managerial personnel, with the resignation scheduled to take effect at the close of business hours on January 11, 2027, after completion of his three-month notice period.

In his resignation letter dated October 12, Sharma said he had decided to pursue entrepreneurial opportunities and would therefore be unable to devote the time and attention required for the whole-time director position.

He thanked the board, management team and employees for their support during his tenure and said there were no material reasons for his resignation other than those stated in the letter.

The company has placed on record its appreciation for Sharma's contribution and wished him success in his future endeavours.

His departure will follow the transition of Mittersain out of the managing director's role, making the changes part of a wider reorganisation of Nazara's senior leadership rather than an isolated executive exit.

Arun Agrawal to take over as CFO

Nazara has also announced a change in its finance leadership. Rakesh Shah will step down as chief financial officer and key managerial personnel at the close of business hours on October 15, 2026, to pursue a professional opportunity outside the company.

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 October 16, 2026. The appointment was approved on the recommendation of the company's Nomination, Remuneration and Compensation Committee.

Agrawal is a chartered accountant with more than two decades of experience in finance and business strategy across global organisations. Before joining Nazara, he served as global CFO at Ness Digital Engineering, a private-equity-owned organisation, and at Mastek, a company listed on an Indian stock exchange.

At Mastek, he played a role in financial growth and in repositioning finance as a strategic function supporting business transformation. His experience includes structuring financial transactions, improving profitability and operational efficiency, and supporting business expansion.

Earlier in his career, Agrawal held leadership positions at Firstsource Solutions, General Electric, Wipro and Tata Motors. His areas of expertise include corporate planning, business analytics, controllership, treasury, international taxation, mergers and acquisitions, and investor relations.

The appointment comes alongside Nazara's plans to fund overseas acquisitions and strengthen the capital structures of its subsidiaries, making finance management an important component of its expansion strategy.

Nazara allots shares worth ₹731 crore to five investors

In a separate decision, the board approved the allotment of 2.388 crore fully paid-up equity shares on a preferential basis at an issue price of ₹306 per share, including a premium of ₹304.

The allotment will raise approximately ₹730.78 crore, with the shares issued to five investors.

Raymond Albaladejo Stauffer received 1.907 crore shares for a consideration of approximately ₹583.48 crore, accounting for the largest portion of the allotment. Marc Sylvester Schutze was allotted 28.32 lakh shares worth approximately ₹86.67 crore, while Maxime Loppin received 10.04 lakh shares worth approximately ₹30.71 crore.

Alexandre Paul Jean Noirot Cosson was allotted 7.11 lakh shares for approximately ₹21.75 crore, and Alexander Osou received 2.67 lakh shares worth approximately ₹8.17 crore.

The company said the shares would rank equally with its existing equity shares in all respects, including entitlement to dividends and other corporate benefits, and would be subject to applicable lock-in requirements.

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

Following the allotment, the company's issued, subscribed and paid-up equity share capital has increased from approximately ₹76.94 crore, comprising 38.47 crore shares of ₹2 each, to approximately ₹81.72 crore, comprising 40.86 crore shares.

The allotment represents a significant expansion of Nazara's equity capital, although the disclosure does not specify a separate allocation of the proceeds towards particular operating businesses.

Up to ₹743 crore earmarked for UK subsidiary

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

The stated purpose is to fund the second tranche of the purchase consideration payable to the sellers of Bluetile Games SL and Bestplay Systems SL under the relevant share purchase agreements and associated transaction documents.

The proposed investment is expected to support completion of the acquisition transaction and strengthen Nazara's international gaming portfolio.

Nazara UK was incorporated on July 31, 2024, and remains wholly owned by the Indian parent. The subsidiary has a paid-up share capital of £4.89 million and reported no turnover in the disclosure.

Under the proposed arrangement, Nazara will subscribe to up to 148.08 crore equity shares of the UK subsidiary at $0.052 per share, for an aggregate consideration of up to $77 million.

The company expects to complete the investment within 30 days of the board approval, or within another period mutually agreed upon and permitted under applicable law. It said no specific governmental or regulatory approval was required for the proposed investment, while noting that the transaction would comply with applicable foreign exchange and overseas investment regulations.

The investment is part of Nazara's broader international expansion effort, with the company using its UK subsidiary as the vehicle for funding the consideration payable in connection with the Bluetile Games and Bestplay Systems acquisitions.

Outstanding loans to Smaaash and Nazara UK to be converted into equity

The board has also approved the conversion of outstanding inter-corporate loans into equity at two wholly owned subsidiaries: Smaaash Entertainment Pvt Ltd and Nazara Technologies UK Ltd.

At Smaaash, Nazara plans to convert an outstanding loan of up to approximately ₹129.35 crore into equity share capital. The financial assistance was extended under the resolution plan approved during Smaaash's corporate insolvency resolution process and an inter-corporate loan agreement dated June 6, 2025.

The agreement allows Nazara to convert the whole or any part of the outstanding loan into equity shares. The proposed conversion is intended to strengthen Smaaash's capital base and net worth, improve its debt-equity profile and support its future business requirements.

Smaaash operates entertainment centres across India, with activities spanning gaming, food and beverages, events and sponsorships. Its attractions include bowling, go-karting and other games. The company operates 10 centres under the Smaaash brand.

The subsidiary reported turnover of ₹95.80 crore for the year ended March 31, 2026, compared with ₹104.89 crore in the previous financial year and ₹109.20 crore in FY24. The figures indicate a decline in annual turnover over the three-year period.

The conversion will involve the subscription to up to 12.93 crore equity shares of ₹10 each, with the price determined based on an independent valuation report.

At Nazara UK, the company has approved the conversion of an outstanding loan of up to £23 million, equivalent to approximately ₹294.40 crore, into equity share capital.

The conversion is intended to strengthen the UK subsidiary's capital base and net worth, improve its financial position and support its longer-term growth requirements. The company has provided financial assistance to the subsidiary in compliance with applicable company law, foreign exchange legislation and overseas investment regulations.

The proposed conversion will involve the subscription to up to 57.5 crore equity shares of £0.04 each, with the price determined on the basis of an independent valuation.

Both conversions are expected to be completed within 60 days of the board approval, or within another mutually agreed period permitted under applicable law.

Nazara said Smaaash and Nazara UK would continue to remain wholly owned subsidiaries following the conversions, with no change in ownership or control. The transactions are intended to change the composition of the subsidiaries' capital structures by converting debt into equity rather than altering the parent's ownership.

Capital restructuring accompanies international expansion

The board decisions bring together changes in executive leadership, fresh equity issuance, overseas acquisition funding and the conversion of subsidiary loans into equity.

The proposed investment of up to ₹742.72 crore in Nazara UK is specifically linked to the second tranche of consideration for Bluetile Games and Bestplay Systems. Separately, the conversion of loans at Smaaash and Nazara UK is intended to strengthen the subsidiaries' balance sheets and improve their capital structures.

The preferential allotment will increase Nazara's equity base, while the leadership changes will see Mittersain retain a strategic role as founder and non-executive director as the professional management team takes on the next phase of the company's development.

The board's decisions remain subject to the relevant shareholder approvals, regulatory requirements, independent valuations and listing approvals wherever applicable.

Together, the moves underline Nazara's focus on reorganising its leadership and subsidiary financing while continuing to build its international gaming business.