Nazara Scraps PokerBaazi Acquisition Deal after India’s Online-Gaming Ban, Cites “Material Adverse Effect”

Nazara Technologies on Monday said it has cancelled a planned top-up purchase of shares in Moonshine Technology Pvt Ltd, the parent of poker site PokerBaazi, after India’s Promotion and Regulation of Online Gaming Act, 2025 effectively outlawed real-money online gaming.

Nazara told stock exchanges it issued a Notice of Termination on August 31, 2025, to I3 Interactive Inc to scrap the agreed acquisition of 38,073 fully paid equity shares (about 0.96% of Moonshine) for Rs 15.9 crore.

It cited the Act’s enactment on August 22, 2025 and a resulting “material adverse effect” that made the transaction impossible to pursue.

Deal Collapse

Nazara said the newly enacted law, which prohibits online real-money games including poker, directly undermined the commercial basis for the share-purchase agreement (SPA). The company warned it may ultimately write off its entire investment in Moonshine, even as it stressed it has the cash flows to absorb any impairment.

Nazara previously struck a broader agreement to acquire up to 47.7% of Moonshine for Rs 831.5 crore via a secondary transaction and approved an equity infusion of up to Rs 150 crore in the form of compulsorily convertible preference shares (CCPS), which together would have taken total committed capital to around Rs 982 crore.

Nazara currently holds a 46.07% stake in Moonshine and said it has invested Rs 805 crore under the deal; it also holds CCPS totalling Rs 255 crore (cash and stock), the company added.

PokerBaazi Operations & Job Cuts

Moonshine, which operates PokerBaazi, has paused all real-money operations since the law was enacted on August 22, 2025. Industry reports cited by Nazara said PokerBaazi is cutting about 50% of its workforce, while other gaming platforms and vendors have either suspended cash offerings or announced staff reductions and pivots to alternate lines of business.

Some major gaming firms are redeploying resources: Dream Sports said it will not lay off staff and will refocus efforts on streaming and adjacent products, while platforms such as WinZO and MPL are pivoting to short-video and overseas offerings.

By contrast, Head Digital Works, parent of rival A23, has approached the Karnataka High Court to challenge the constitutionality of the new law; the court has issued notice to the central government in that petition.

Nazara CEO Nitish Mittersain said on LinkedIn the company will “evaluate the potential impairment”. Nonetheless, Nazara’s shares have come under pressure, sliding more than 5% since the gaming bill was introduced on August 20, 2025, the company noted.