Auditor Report of Nazara Technologies Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Nazara Technologies
Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2025, and the
Statement of Profit and Loss, including Other Comprehensive loss, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy information and other explanatory
information (hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (“the Act’) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March
2025, and its profit including other comprehensive loss, changes in equity and its cash flows
for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements’ section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements for the year ended 31 March 2025. These

matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

Impairment assessment of investments in and loans to subsidiaries and associates (refer
note 2(v) and 2(xvi) for accounting policy)

As described in Note 5 to the standalone financial statements, carrying value (net of impairment)
of investment in subsidiaries and associates as at 31 March 2025 is '' 113,312 lakhs and
'' 95,422 lakhs respectively. Further, the Company has given loans amounting to '' 18,780 lakhs
as at 31 March 2025 to such entities as given in note 6 to the standalone financial statements.

The management has noted impairment indicators in few of these entities as Company’s share
in net asset is lower than the carrying value of investment as at 31 March 2025. Consequentially,
for some loans given, the Company has determined that there has been a significant increase
in the credit risk and accordingly, has calculated lifetime ECL for such assets.

In view of the above, the Management of the Company has carried out an impairment testing
for the investments made in aforesaid entities using discounted cash flow model.

Key assumptions used in management’s assessment include estimates of future financial
performance, terminal value and discount rates, amongst others, as attributable to such
subsidiaries and associate. Based on the management’s assessment, impairment loss of
'' 7,594 lakhs and '' 100 lakhs has been recognized on investments in subsidiaries, and
associates respectively as at 31 March 2025. Further, the management has recorded an
impairment of '' 33 lakhs towards loans given to an entity as at 31 March 2025.

Considering the materiality of the amounts involved and significant degree of judgement
involved in the estimates and key assumptions used in determining recoverable amount of
aforesaid investments and loans given, we have considered this matter as key audit matter.

How the Key Audit Matter was addressed in our audit

Our audit procedures in respect of assessing the carrying value of investments and loans are
included below:

• Obtained an understanding of management’s impairment process and evaluated the
design and tested operating effectiveness of controls over the impairment assessment
and carrying value of investments and loans to subsidiaries and associate.

• Obtained the impairment analysis carried out by the management including report of
external independent valuation expert, where used.

• Assessed the professional competence, objectivity and capabilities of the external
independent valuation expert, wherever, engaged by the management.

• Assessed the methodology used by the management to estimate the recoverable value
of investment and loans to subsidiaries and associates.

• Reconciled the cash flow projections used in the impairment assessment to business
plans approved by the management.

• Engaged auditor’s expert to validate the reasonableness of assumptions such as discount
rates, terminal growth rate and methodology used by the management.

• Tested the arithmetical accuracy and sensitivity analysis performed by management of
key assumptions such as discount and growth rates; and

• Assessed the appropriateness of disclosures made in the standalone financial statements
in accordance with the requirements of applicable Indian Accounting Standards.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information
comprises the Director’s report, Management Discussion and Analysis but does not include the
standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to
read the other information identified above when it becomes available and, in doing so,
consider whether such other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

When we read the Director’s report, Management Discussion and Analysis, if we conclude
that there is a material misstatement therein, we are required to communicate the matter to
those charged with governance under SA 720 ‘The Auditor’s responsibilities Relating to Other
Information’.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true
and fair view of the financial position, financial performance, changes in equity and cash flows
of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial
statements.

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the

Standalone Financial Statements.

OTHER MATTER

(a) The standalone financial statements of the Company for the year ended 31 March 2024,
were audited by another auditor whose report dated 24 May 2024, expressed an
unmodified opinion on those statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give
in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

(b) I n our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the
matters stated in the paragraph (h)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive
loss, the Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this Report are in agreement with the books of account

(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31
March 2025, taken on record by the Board of Directors, none of the directors are
disqualified as on 31 March 2025, from being appointed as a director in terms of
Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of accounts and other matters connected
therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b)
and paragraph (h)(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure C”.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements - Refer Note 25 to the standalone
financial statements.

ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. a) The Management has represented that, to the best of its knowledge and

belief, as disclosed in the Note 37(e) to the standalone financial statements,
no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) The Management has represented, that, to the best of its knowledge
and belief, as disclosed in the Note 37(f) to the standalone financial
statements, no funds have been received by the Company from any
person(s) or entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that
the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures performed that have been considered
reasonable and appropriate in the circumstances, and according to the
information and explanations provided to us by the Management in this
regard nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11(e) as provided
under (a) and (b) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used
an accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software. Further, during the
course of our audit, we did not come across any instance of audit trail feature
being tampered with. The audit trail has been preserved by the Company as
per the statutory requirements for record retention to the extent it was enabled
and recorded in the previous year.

The accounting software used for maintenance of payroll records of the
Company is operated by a third-party software service provider. In the absence
of ‘Independent Service Auditor’s Assurance Report on the Description of
Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued
in accordance with SAE 3402, Assurance Reports on Controls at a Service
Organisation), we are unable to comment on whether audit trail feature at the

application and database level of the said software was enabled and operated
throughout the year for all relevant transactions recorded in the software
or whether there is any instance of audit trail feature being tampered with.
Additionally, we are unable to comment whether the audit trail of prior year has
been preserved by the Company as per the statutory requirements for record
retention.

3. I n our opinion, according to information, explanations given to us, the remuneration paid
by the Company to its directors is within the limits laid prescribed under Section 197 read
with Schedule V of the Act and the rules thereunder.

For M S K C & Associates LLP (Formerly known as M S K C & Associates)

Chartered Accountants
ICAI Firm Registration Number: 001595S/S000168

Ojas D. Joshi

Partner

Membership No. 109752
UDIN: 25109752BMMMGV8070

Place: Mumbai
Date: 26 May 2025

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Mar 31, 2024

1. We have audited the accompanying standalone financial statements of Nazara Technologies Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTER

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period.

These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

j. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Impairment assessment of investments	Our audit procedures in relation to assessing
in and loans to subsidiaries, associates,	the	carrying value of investments and loans
and joint venture(refer note 2(v) and	included but were not limited to, the following:
2(xvii) for accounting policy)	•	Obtained an understanding of
As described in Note 5 to the		management’s impairment and credit
standalone financial statements,		risk assessment process and evaluated
carrying value (net of impairment) of		the design and tested operating
investment in subsidiaries, associates		effectiveness of controls over the
and joint ventures as at 31 March 2024 is		impairment assessment and carrying
'' 52,460 lakhs, '' Nil lakhs and '' Nil lakhs		value of investments;
respectively. Further, the Company has	•	Obtained the impairment analysis carried
given loans amounting to '' 2,500 lakhs		out by the management including report
as at 31 March 2024 to such entities		of external independent valuation
as given in note 6 to the standalone		expert, where used;
financial statements.	•	Assessed the professional competence,
The management has noted impairment		objectivity and capabilities of the external
indicators in some of these entities as		independent valuation expert engaged
Company’s share in net asset is lower		by management;
than the carrying value of investment	•	Assessed the methodology used
as at 31 March 2024. Consequentially,		by the management to estimate the
for the loans given, the Company has		recoverable value of investment and
determined that there has been a		loans in/to subsidiaries, associates and
significant increase in the credit risk and		joint ventures;
accordingly has calculated lifetime ECL
for such assets.

Key audit matter	How our audit addressed the key audit
	matter
In view of the above, the Management	•	Reconciled the cash flow projections
of the Company has carried out an		used in the impairment assessment
impairment testing for the investments		to business plans approved by the
made in aforesaid entities using		management;
discounted cash flow model.	•	Engaged auditor’s expert to validate the
Key assumptions used in management’s		reasonableness of assumptions such as
assessment include estimates of future		discount rates, terminal growth rate and
financial performance, terminal value		methodology used by the management;
and discount rates, amongst others, as attributable to such subsidiaries, associates and joint ventures. Based on the management’s assessment, impairment loss of '' 17,644 lakhs,	•	Assessed the reasonableness of market related assumptions used in the valuation model based on historical trends, current developments and future plans;
'' 100 lakhs and '' 876 lakhs has	•	Tested the arithmetical accuracy and
been recognized on investments		sensitivity analysis performed by
in subsidiaries, associates and joint		management of key assumptions such
ventures respectively as at 31 March		as discount and growth rates; and
2024. Further, the management has	Assessed the appropriateness of disclosures
recorded an impairment of '' 33 lakhs	made in the standalone financial statements
towards loans given to aforesaid entities	in	accordance with the requirements of
as at 31 March 2024.	applicable Indian Accounting Standards.
Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining recoverable amount of aforesaid investments and credit risk assessment for the loans given, we have considered this matter as key audit matter.

I nformation other than the Standalone Financial Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Director’s Report, Management Discussion and Analysis, but does not include the standalone financial statements and our auditor’s report thereon. Director’s Report, Management Discussion and Analysis is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Director’s Report, Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

I dentify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company

has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matter stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) I n our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3) (b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. t he Company does not have any pending litigations which would impact its financial position as at 31 March 2024;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented that, to the best of its knowledge and

belief, as disclosed in note 36 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 36 to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024.

vi. As stated in Note 36 to the accompanying standalone financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below.

Nature of exception noted	Details of exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.	The audit trail feature in the accounting software used for maintenance of accounting records of the Company was not enabled from 1 April 2023 to 5 April 2023.

Nature of exception noted

Details of exception

Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature

The accounting software used for maintenance of payroll records of the Company is operated by third-party software service provider. In the absence of the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.

i) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3) (b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

For Walker Chandiok & Co LLP

Chartered Accountants Firm’s Registration No.: 001076N/N500013

Nikhil Vaid

Partner

Membership No.: 213356 UDIN: 24213356BKEXYO8568

Place: Hyderabad Date: 24 May 2024

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Mar 31, 2023

Nazara Technologies Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of Nazara Technologies Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its loss (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period.

These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Impairment assessment of investments in	Our audit procedures in relation to assessing
and loans to subsidiaries, associates, and	the carrying value of investments and loans
joint venture (refer note 2(v) and 2(xvii) for	included but were not limited to, the following:
accounting policy)	• Obtained an understanding of
As described in Note 5 to the standalone	management’s impairment and credit
financial statements, carrying value (net of	risk assessment process and evaluated
impairment) of investment in subsidiaries,	the design and tested operating
associates and joint ventures as at	effectiveness of controls over the
31 March 2023 is 7 5,730 million, 7 Nil	impairment assessment and carrying
million and 7 Nil million respectively.	value of investments.
Further, the Company has given loans amounting to 7 96 million as at 31 March 2023 to such entities as given in note 6 to the standalone financial statements.	• Obtained the impairment analysis carried out by the management including report of external independent valuation expert, where used;
The management has noted impairment indicators in some of these entities as Company’s share in net asset is lower than the carrying value of investment as at 31 March 2023. Consequentially,	• Assessed the professional competence, objectivity and capabilities of the external independent valuation expert engaged by management;
for the loans given, the Company has	• Assessed the methodology used
determined that there has been a	by the management to estimate the
significant increase in the credit risk and	recoverable value of investment and
accordingly has calculated lifetime ECL	loans in/to subsidiaries, associates and
for such assets.	joint ventures;

Key audit matter	How	our audit addressed the key audit
	matter
I n view of th e above, th e Management	•	Reconciled the cash flow projections
of the Company has carried out an		used in the impairment assessment
impairment testing for the investments		to business plans approved by the
mad e in aforesaid en tities using		management;
discounted cash flow model.	•	Engaged auditor’s expert to validate the
Key assumptions used in management’s		reasonableness of assumptions such as
assessment include estimates of future		discount rates, terminal growth rate and
financial performance, terminal value		methodology used by the management;
and discount rates, amongst others, as attributable to such subsidiaries, associates and joint ventures. Based on the management’s assessment, impairment loss of T 524 million, T 10 million and T 61 million has been recognized on	•	Assessed the reasonableness of market related assumptions used in the valuation model based on historical trends, current developments and future plans;
investments in subsidiaries, associates	•	Tested the arithmetical accuracy and
and joint ventures respectively as at 31		sensitivity analysis performed by
March 2023. Further, the management		management of key assumptions such
has recorded an impairment of T 96		as discount and growth rates; and
million towards loans given to aforesaid entities as at 31 March 2023.	•	Assessed the appropriateness of disclosures made in the standalone
Considering the materiality of the		financial statements in accordance with
amounts involved and significant degree		the requirements of applicable Indian
of judgement and subjectivity involved in the estimates and key assumptions used in determining recoverable amount of aforesaid investments and credit risk assessment for the loans given, we have considered this matter as key audit matter.		Accounting Standards.

I nformation other than the Standalone Financial Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Director’s Report, Management Discussion and Analysis, but does not include the standalone financial statements and our auditor’s report thereon. Director’s Report, Management Discussion and Analysis is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Director’s Report, Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company

has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) I n our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position as at 31 March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the best of its knowledge and

belief, as disclosed in note 36 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 36 to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023; and

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of

account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 01 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm’s Registration No.: 001076N/N500013

Nikhil Vaid

Partner

Membership No.: 213356 UDIN: 23213356BGXLXW7377

Place: Hyderabad Date: 09 May 2023