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The Competition Commission of India approves the acquisition of a majority stake and control over Nazara Technologies Limited by Axana Estates LLP, Plutus Wealth Management LLP, and Junomoneta Finsol Private Limited. The acquirers undertake a preferential allotment and a mandatory open offer to increase their cumulative equity stake in Nazara. The commission assesses horizontal overlaps and vertical linkages between the parties. The commission concludes that the combination does not cause an appreciable adverse effect on competition in India. The approval is subject to the condition that the provided information remains correct.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/04/1268
20th May 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Axana Estates LLP, Plutus Wealth Management LLP and Junomoneta Finsol Private Limited
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On $2^{\text{nd}}$ April 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Axana Estates LLP (Axana), Plutus Wealth Management LLP (Plutus), and Junomoneta Finsol Private Limited (JFPL) (collectively, ‘Acquirers’).
Axana is a newly incorporated LLP in India with Mr. Mithun Sacheti (MS), Mr. Siddhartha Sacheti (SS), Mr. Yash Siddhartha Sacheti (YS) and Mr. Arpit Khandelwal (AK) as its designated partners. Axana’s principal business involves real estate and related activities and as submitted, Axana is also authorized to carry on the business to invest, acquire and hold, sell, buy or otherwise deal in shares and securities and other financial instruments whether listed on recognized stock exchanges or otherwise in India or elsewhere.
Plutus is an LLP incorporated in India with Mr. Ramesh Keshubhai Siyani (RKS) and AK as its designated partners. It is engaged in the business of stock and commodity broking, trading and investments in stock, commodities and related businesses. Plutus is invested in various Indian entities, including Nazara.
JFPL is an Indian company primarily held by RKS, Plutus Investments and Holding Private Limited (PIHPL) and AK$^1$. It trades in equity, commodity and derivative markets and is invested in various entities that have business activities in and outside India, including Nazara.
Nazara functions as a diversified platform in gaming and sports media. Its portfolio encompasses interactive gaming, esports, and AdTech ecosystems. Nazara has access to popular IPs tailored to various demographics and interests. These include ‘Kiddopia’ and ‘Animal Jam’, which focus on gamified early learning, and ‘World Cricket Championship (WCC)’, a cricket simulation game. Nazara is also engaged in esports events and offers a comprehensive multi-sports content platform catering to sports enthusiasts in India and the United States.
AK is invested in Nazara directly and through Plutus and JFPL. MS and SS also invested in Nazra in November 2024. The proposed combination involves acquisition of a majority stake/control over Nazara by the Acquirers through a mandatory ‘open offer’, in terms of Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Code) (Open Offer) (Proposed Combination). In this regard, Axana proposes to acquire ~5.4% equity stake (on a fully diluted basis) in Nazara through a preferential allotment$^2$ (Axana Preferential Allotment). As submitted, Axana Preferential Allotment has triggered the Open Offer$^3$ and the Acquirers accordingly made a public announcement (Public Announcement) on $20^{\text{th}}$ January 2025, published a detailed public statement (Detailed Public Statement) dated $25^{\text{th}}$ January 2025 on $27^{\text{th}}$ January 2025, and submitted a draft letter of offer (Draft Letter of Offer) to the Securities and Exchange Board of India (SEBI) in this regard on $3^{\text{rd}}$ February 2025. Through the Public Announcement, the Detailed Public Statement, and the Draft Letter of Offer, the Acquirers undertook to acquire an additional ~26% equity stake in Nazara, such that their cumulative equity stake in Nazara would increase to ~53.17% (assuming full acceptance of the Open Offer).
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated $17^{\text{th}}$ April 2025, certain information and clarifications were sought from the Acquirers. The response to this letter was submitted by the Acquirers on $25^{\text{th}}$ April 2025.
For the purpose of identifying any areas of horizontal overlaps or vertical/complementary linkages, the Commission considered the activities of the Acquirers, Deemed PACs, significant shareholders/designated partners viz., (i) Plutus, JFPL, AK, RKS and PIHPL and their affiliates (‘Plutus Affiliates’) and (ii) MS, SS, and YS and their affiliates (‘Sacheti Affiliates’) on one hand and that of Nazara (including its affiliates) on the other hand.
Basis the aforesaid, the Commission identified certain overlapping segments viz., (i) supply of advertising airtime on digital platforms such as websites and mobile applications; (ii) sports news reporting; and (iii) B2C sales of apparels, footwear, and accessories (AFA) products. Also, a potential vertical linkage is identified in terms of upstream activity of supply of advertising airtime on websites and mobile applications and downstream activity of AdTech services.
The aforesaid segments of horizontal overlaps/vertical linkage are assessed for any appreciable adverse effect on competition (AAEC). The Commission observed that the presence of the relevant Plutus and Nazara Affiliate as reflected in their revenues seen in context of nature and market size of segment is insignificant to cause any change in competition dynamics, let alone the likelihood of causing any AAEC in any plausible market that could have been delineated. Considering the same, the Commission is of the opinion that no further assessment is required and the question of exact delineation of relevant market(s) can be left open.
Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
The order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.
The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate to the Acquirers accordingly.
$^1$ AK and RKS hold ~49.99% and ~50% of PIHPL’s total equity shareholding. $^2$ Nazara’s board of directors approved this preferential allotment on $20^{\text{th}}$ January 2025 and its shareholders approved this preferential allotment on $13^{\text{th}}$ February 2025. $^3$ For the purpose of Open Offer, JFPL is also designated as a Person Acting in Concert (PAC), AK, MS SS are designated as “Deemed PACs”.
