Nazara Terminates Deal To Acquire Additional Stake In PokerBaazi

Days after the passage of the ‘Promotion and Regulation of Online Gaming Act, 2025’ in the Parliament, listed gaming major Nazara announced the termination of its deal to pick up additional stake in PokerBaazi. 

In an exchange filing, Nazara said it has cancelled its plans to acquire 38,073 fully paid-up equity shares of PokerBaazi parent Moonshine Technology Pvt Ltd from I3 Interactive Inc. This represented the acquisition of an additional 0.96% stake in the real money gaming (RMG) company for INR 15.9 Cr.

“Pursuant to the enactment of the Promotion and Regulation of Online Gaming Act, 2025, which came into effect on August 22, 2025, a material adverse effect has occurred due to the prohibition on online real money gaming, including but not limited to real money poker gaming in India. Accordingly, in terms of the SPA (share purchase agreement), the company has, on August 31, 2025, issued a Notice of Termination to I3 Interactive Inc,” Nazara said. 

The company entered into a definitive agreement with Moonshine to acquire 47.7% stake in it for INR 831.5 Cr via a secondary transaction. Besides the sale purchase, Nazara’s board had also approved an equity infusion of up to INR 150 Cr in Moonshine through issuance of compulsorily convertible preference shares, bringing the total investment to INR 982 Cr.

With the RMG business coming to an abrupt end, Nazara is also considering writing off its entire investment in Moonshine. “We will evaluate the potential impairment of our investment in Moonshine, but with our strong revenues, profitability, and cash flows, Nazara is well placed to absorb any impact with ease,” Nazara CEO Nitish Mittersain said in a post on LinkedIn last week. 

As of now, Nazara still owns 46.07% stake in the PokerBaazi parent, having invested INR 805 Cr under the agreement. Besides, it also holds compulsory convertible shares amounting to INR 255 Cr via a combination of cash and stock. 

Despite Nazara’s assertions that the RMG ban will not have any impact on its financials, the company’s shares have been under pressure. Shares of Nazara have slipped over 5% since the introduction of the Bill on August 20.

PokerBaazi has already shut its RMG operations following the passage of the Bill in the Parliament. “With a very heavy heart, we announce that PokerBaazi will be pausing its operations in compliance with The Promotion and Regulation of Online Gaming Bill, 2025. Effective immediately, no real money games will be offered on our platform,” the PokerBaazi website read.

PokerBaazi is also cutting about 50% of its workforce, sources told Inc42.

The Act has brought RMG startups on their knees. MPL is also said to be looking to sack 60% of its India workforce.

Meanwhile, the RMG players are now pivoting to new businesses. Dream Sports founder Harsh Jain said that the startup will not undertake any layoffs and would rather focus on scaling its online streaming platform FanCode and redeploy its resources, especially in the AI segment. The company has also ventured into investment tech with the launch of Dream Money.

WinZO has pivoted to the short video segment by rolling out its short video feature called ZO TV. Additionally, the platform will take its online gaming offering to the US market.

However, Head Digital Works, the parent of A23, has moved the Karnataka High Court, challenging the Act.