Directors Report of Nazara Technologies Ltd.

Mar 31, 2025

The Board of Directors of Nazara Technologies Limited (“The Company” or “Your Company”
or “Nazara”) are pleased to present the 26^th Annual Report on the business operations and
state of affairs of the Company together with the Audited (Standalone and Consolidated)
Financial Statements of the Company for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The summary of the financial performance of the Company on a consolidated and standalone
basis, for the Financial Year 2024-25 as compared to the previous Financial Year 2023-24 is
as follows:

('' in Lakhs)

PARTICULARS	Consolidated		Standalone
	FY 2024-	FY 2023-	FY 2024-	FY 2023-
	25	24	25	24
Continuing Operations
Revenue from Operations	1,62,391	1,13,828	3,442	2,331
Less: Total Expenditure	1,62,987	1,11,246	6,911	15,985
Profit/ (Loss) before share of net loss of investment accounted for using the equity method and tax	8,557	10,545	3,175	(9,198)
Share of loss of investments accounted using equity method	(770)	(201)	-	-
Profit/ (Loss) before tax	7787	10,344	3,175	(9,198)
Less: Tax expenses	1,534	1,398	371	552
Profit/ (Loss) after tax from continuing operations	6,253	8,946	2,804	(9,750)
Discontinued Operations
Profit/ (Loss) from discontinued operations	(1,165)	(1,471)	-	-
Tax expense of discontinued operations	8	-	-	-
Profit/ (Loss) after tax from discontinued operations	(1,157)	(1,471)	-	-

PARTICULARS	Consolidated		Standalone
	FY 2024¬ 25	FY 2023¬ 24	FY 2024¬ 25	FY 2023¬ 24
Profit/ (Loss) for the year	5,096	7,475	2,804	(9,750)
Equity Share Capital	3,505	3,062	3,505	3,062
Other Equity	2,82,800	1,96,798	2,64,608	1,57,243
Net Block	1,74,487	60,811	8,918	485
Net Current Assets	57,430	1,51,582	45,565	1,03,392
Cash and Cash Equivalents (including bank balances)	45,817	1,20,971	7,448	87,295
Earnings/ (Loss) per share (in '') (For continued operations)
Basic	10.86	10.28	3.5	(14.07)
Diluted	10.86	10.28	3.5	(14.07)
Earnings/ (Loss) per share (in '') (For discontinued operations)
Basic	(1.39)	(2.12)	-	-
Diluted	(1.39)	(2.12)	-	-

BUSINESS OVERVIEW:

Nazara Technologies is India’s only publicly listed gaming company. Its portfolio spans online
and offline gaming, eSports, sports media and adtech, catering to millions of users across
age groups and geographies. Its key businesses include Curve Games, Kiddopia, Animal Jam,
Fusebox Games (Love Island, Big Brother), World Cricket Championship and Sportskeeda, along
with offline gaming business such as Funky Monkeys. Nazara also operates Datawrkz, a digital
ad tech business. With presence in India, North America, and other global markets, Nazara is
building a global gaming platform leveraging strong IP, publishing, operating capabilities, cross¬
platform growth, and sustained innovation across both digital and experiential gaming formats.

During the financial year ended on March 31, 2025 (year under review), on a Standalone
basis the Company has registered a turnover of '' 3,442 Lakhs as against '' 2,331 Lakhs in
the previous year. The other income stood at '' 6,644 Lakhs as against '' 4,456 Lakhs in the
previous year. The total expenditure stood at '' 6,911 Lakhs as against '' 15,985 Lakhs in the

previous year. Your Company had registered a total comprehensive profit of '' 2,780 Lakhs for
the financial year ended on March 31, 2025 as against comprehensive loss of '' 9,748 Lakhs
in the previous year.

The operating and financial performance of your Company for the year under review has been
further stated / covered in the Management Discussion and Analysis Report (MD&A Report)
which forms part of the Annual Report.

DIVIDEND:

To support the Company’s strategic growth initiatives and upcoming capital expenditure
plans, the Board of Directors has decided to plough back the profits and, accordingly, has not
recommended any dividend for the financial year ended March 31, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
from time to time (“Listing Regulations”) is available on the Company’s website at https://www.
nazara.com/corporate-governance#two

TRANSFER TO RESERVES:

During the Financial Year under review, no amount has been proposed to be transferred to the
General Reserves of the Company.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE:

As on March 31, 2025, the Company has 46 (Forty six) subsidiaries including 12 (Twelve) direct
subsidiaries and 34 (Thirty four) step-down subsidiaries and 2 (Two) associates. As on March
31, 2025, there is no Joint Venture. The detailed list of subsidiaries and associates as on March
31, 2025, is provided as Annexure 1. There has been no material change in the nature of the
business activities of the subsidiaries and associates.

During the financial year under review, the Company has undertaken the following key
additional investments, acquisitions, and disinvestments in its subsidiaries and associates:

• On June 07, 2024 Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a wholly
owned subsidiary of Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of
the Company, has completed the acquisition of 100% of the share capital of Ninja Global
FZCO (“Ninja”) through secondary purchase for a total consideration of US$ 3,570,000/-

discharged (a) partly by way of cash consideration of US$ 1,320,063/- and (b) balance
US$ 2,249,937 by way of swap of preference shares of Nodwin Singapore. Consequently,
Ninja has become a wholly owned subsidiary of Nodwin Singapore and step-down
subsidiary of both Nodwin and the Company. Ninja Espor Produksiyon Anonim §irketi,
Turkey (“Ninja Turkey”), a wholly owned subsidiary of Ninja, has also become the stepdown
subsidiary of Nodwin Singapore, Nodwin and the Company.

Further, on January 10, 2025, Nodwin Singapore has transferred its 100% shareholding in
Ninja Turkey to Nodwin Gaming Global FZCO [formerly known as Publishme Global FZCO]
(“Nodwin UAE”), a WoS of Nodwin Singapore. Consequently, Ninja Turkey ceased to be a
wholly owned subsidiary of Ninja and became a wholly owned subsidiary of Nodwin UAE.

Subsequently, Ninja Turkey, has been merged with Arrakis Tanitim Organizasyon
Pazarlama San. Tic. Ltd. Sti. (“Arrakis Turkey”), a wholly owned subsidiary of Nodwin UAE,
resulting in a single entity, Arrakis Turkey with effect from December 30, 2024.

Further, upon its dissolution, Ninja ceased to be a wholly owned subsidiary of Nodwin
Singapore and a step-down subsidiary of both Nodwin and the Company, with effect from
February 04, 2025.

• On June 19, 2024, Nodwin Gaming Private Limited a material subsidiary of the Company,
subscribed additional 18,386 ordinary shares of Nodwin Gaming International Pte. Ltd.
(“Nodwin Singapore”), a WoS of Nodwin and step down subsidiary of the Company, for an
aggregate consideration of US$ 3,499,775.10/-.

• On June 27, 2024, Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a WoS
of Nodwin Gaming Private Limited, a material subsidiary of the Company has agreed to
acquire the balance 86.49% stake of Freaks 4U Gaming GmbH (“Freaks 4U”), for a value
of EUR 30,360,000/- out of which, on July 11, 2024, Nodwin Singapore acquired 52,683
shares (43.49% stake) of Freaks 4U against swap consideration of EUR 23,452,144 by way
of issuance and allotment of 132,446 Class A Preference shares of Nodwin Singapore,
resulting into increase in shareholding of Nodwin Singapore to 57% in Freaks 4U making
Freaks 4U a subsidiary of Nodwin Singapore, with an exclusive right to acquire the
balance 43% stake from the Freaks 4U founders, at its discretion. The said acquisition has
been completed during the year under review.

• On June 29, 2024, Datawrkz Business Solutions Private Limited, a subsidiary of the
Company, has incorporated a company (WoS) in United Kingdom- Datawrkz UK Ltd., a
step down subsidiary of the Company.

• On July 03, 2024, the Company has incorporated a WoS - “Nazara US Inc” in the State of
Delaware, United States of America.

• On July 31, 2024, the Company has incorporated a WoS - “Nazara Technologies UK
Limited” in the United Kingdom.

• On August 07, 2024, Datawrkz UK Ltd., a WoS of Datawrkz Business Solutions Private
Limited and a step-down subsidiary of the Company, has incorporated a company (WoS)
in United Kingdom- Datawrkz Operations UK Ltd., a step down subsidiary of the Company.

• On August 07, 2024, the Company received a Letter of Intent (“LOI”) from the Resolution
Professional (“RP”) of Smaaash Entertainment Private Limited (“Smaaash”), a company
undergoing Corporate Insolvency Resolution Process (“CIRP”) under the Insolvency and
Bankruptcy Code, 2016 (“IBC”), informing the Company that the Committee of Creditors
(“CoC”) of Smaaash has approved the Resolution Plan submitted by the Company and,
the Company has been declared the “Successful Resolution Applicant.” Further, the said
Resolution Plan has been approved by the National Company Law Tribunal, Mumbai by an
order pronounced on May 07, 2025, subject to a modification of the provisos to the term
effective date.

• On August 23, 2024, Nazara Technologies UK Limited, a WoS of the Company, has
completed the acquisition of 100% of the issued share capital of Fusebox Games Ltd for
an aggregate consideration of GBP 21,181,231. Consequently, Fusebox has become a WoS
of Nazara UK and stepdown subsidiary of the Company.

• On September 06, 2024, the Company has completed the acquisition of 5,157 equity
shares of '' 10/- each, representing 48.42% of the equity share capital of Paper Boat Apps
Private Limited (“Paperboat”), a subsidiary of the Company, from its Founding Shareholders
towards payment of cash consideration of '' 300 Crores. With this acquisition, Paperboat
has now become a wholly-owned subsidiary of the Company, and Kiddopia Inc., the
wholly owned subsidiary of Paperboat, continues to remain a step-down subsidiary of the
Company.

• On September 26, 2024, the Company has completed the infusion of funds aggregating
to '' 1,50,00,05,012.16/- into Moonshine Technology Private Limited by way of subscription
to its 2,87,376 Compulsorily Convertible Cumulative Preference Shares of face value
'' 10/- each.

• On October 29, 2024, Datawrkz Operations UK Ltd, a WoS of Datawrkz UK Ltd., a WoS of
Datawrkz Business Solutions Private Limited and a stepdown subsidiary of the Company
has completed the acquisition of 100% stake in Space & Time Media Limited (“S&T”), for
an aggregate consideration of GBP 4.8 million discharged through a combination of cash
and swap. Consequently, S&T has become a WoS of Datawrkz Operations UK Ltd. and a
step-down subsidiary of the Company.

• On December 13, 2024, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary
of the Company, has completed the acquisition of 100% of the equity share capital,
of Trinity Gaming India Private Limited (“Trinity”), for an aggregate consideration of
'' 24.00 Crores, discharged through a combination of cash and swap. Consequently,
Trinity has become a WoS of Nodwin and a step-down subsidiary of the Company.

• On December 18, 2024, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary
of the Company, agreed to acquire by way of secondary acquisition remaining 92.30% of
the equity share capital of AFK Gaming Private Limited for an aggregate consideration of
'' 7.58 Crores, to be discharged through a combination of cash and swap. Post completion
of the said acquisition which is expected to be completed in FY 2025-26, AFK will become
a wholly owned subsidiary of Nodwin and step-down subsidiary of Company.

• On December 28, 2024, the Company has completed the infusion of funds aggregating
to '' 63,98,42,447/- into Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary
of the Company by way of subscription to its 3,454 Optionally Convertible Preference
Shares of '' 1/- each.

• On January 10, 2025, the Company has completed the infusion of funds aggregating
to '' 15,00,00,000/- into Datawrkz Business Solutions Private Limited, a subsidiary of
the Company by way of subscription to its 4,959 Compulsorily Convertible Cumulative
Preference Shares of '' 1/- each.

• On February 03, 2025, the Company has completed the acquisition of all the Intellectual
Property Rights including but not limited to trademarks, software, gaming works and

related assets, pertaining to the mobile game applications titled “CATS: Crash Arena
Turbo Stars” and “King of Thieves” from Zeptolab UK Limited, a private limited company
incorporated under the laws of England and Wales against payment of cash consideration
of US$ 7,700,000/- (equivalent to ~'' 66.59 Crores).

• On February 04, 2025, Nodwin Gaming International Pte Ltd (“Nodwin Singapore”), a WoS
of Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, has
completed the acquisition of 100% of the share capital of Starladder Ltd (“Starladder”)
from the Seller for an aggregate consideration of US$ 5.50 million (~? 47.59 Crores) to be
discharged through a combination of cash and swap, out of which an amount of US$ 3.50
million (~? 30.28 Crores) has been discharged by way of issuance and allotment of 16,187
equity shares by Nodwin Singapore and the balance cash consideration of US$ 2.00
million is expected to be paid in FY 2025-26. With this acquisition, Starladder has become
a WoS of Nodwin Singapore and a stepdown subsidiary of Nodwin and the Company.

• On February 18, 2025, the Company has acquired 14,999 Equity Shares of Re. 1/- each
representing 22% of the equity share capital of Datawrkz Business Solutions Private
Limited for a total cash consideration of '' 21 Crores, out of which, an amount of '' 12 Crores
has been paid as the first tranche and the balance amount is expected to be paid in
FY 2025-26 as per the agreed terms. With the aforesaid acquisition, the Company’s equity
holding in Datawrkz has increased to 55% and Datawrkz continues to be a subsidiary of
the Company.

• On February 24, 2025, the Company has been informed regarding allotment of 3,61,773
equity shares of '' 10/- each, representing 21.43% of the equity share capital of Funky
Monkeys Play Centers Private Limited (“Funky Monkeys”) against subscription money of
'' 15 Crores paid by the Company. Further, on the even date, the Company has also acquired
6,51,204 equity shares of '' 10/- each, representing 38.57% of the equity share capital of
Funky Monkeys, from its existing shareholders against payment of cash consideration of
'' 28.7 Crores. With the completion of the aforesaid transaction, the Company holds 60% of
the equity share capital of Funky Monkeys and Funky Monkeys has become a subsidiary
of the Company.

• On March 10, 2025, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of
the Company has extended a guarantee for an amount not exceeding of EUR 1,560,000/-
(Euros One million Five Hundred and Sixty Thousand) (~? 14.73 Crores), in favour of Co¬
Investor FRE GmbH & Co. KG (“the Lender”), on behalf of Freaks 4U Gaming GmbH (“the

Borrower”), a step down subsidiary of Nodwin and the Company, for securing a loan,
in one or more tranches, for business purposes such as working capital requirements,
expansion plans, etc., subject to compliance with the applicable laws.

• On March 25, 2025, the Company has completed sale and transfer of entire 71.54% of the
share capital held by the Company in Sports Unity Private Limited (“SUPL”), a subsidiary of
the Company for an aggregate consideration of '' 7,15,404/-. Consequently, SUPL ceased
to be a subsidiary of the Company w.e.f. March 25, 2025.

• During the year under review, the Company has acquired 18,31,315 equity shares of Rs.
10/- each, representing 46.07% of the equity share capital of Moonshine Technology
Private Limited from its existing shareholders, for an aggregate consideration of Rs.
804.22 crores, discharged through a combination of cash and swap. With the aforesaid
acquisition, MTPL has become an associate of the Company.

• During the year under review, the Company has completed the acquisition of entire
remaining stake representing 28.32% stake of Absolute Sports Private Limited (“Absolute”),
for an aggregate cash consideration of '' 214.63 Crores. Consequently, Absolute has
become a WoS of the Company.

SUBSEQUENT TO THE BALANCE SHEET DATE TILL THE DATE OF THE REPORT:

• On April 09, 2025, Nodwin Gaming International Pte Ltd, a WoS of Nodwin Gaming Private
Limited, a material subsidiary of the Company has incorporated a company (WoS)- Nodwin
Gaming USA Inc. in the State of Delaware, United States of America.

• On May 07, 2025, the Company has completed the sale of 94.86% equity stake held
in Openplay Technologies Private Limited (“Openplay”), a subsidiary of the Company
to Moonshine Technology Private Limited (“Moonshine”), an associate of the Company
and the consideration of '' 104.34 Crores has been discharged by Moonshine by way
of issuance and allotment of its 1,99,890 Compulsory Convertible Preference Shares
(“CCPS”) of face value of '' 10/- each to the Company (Acquisition of CCPS of Moonshine
by the Company). Consequently, Openplay has ceased to be a subsidiary of the Company
and has become a subsidiary of Moonshine, in which the Company currently holds a
46.07% equity stake. Additionally, the Company will hold a total of 4,87,266 Compulsorily
Convertible Preference Shares (CCPS) in Moonshine, including the CCPS allotted pursuant
to the said transaction.

• On May 16, 2025, Sportskeeda Inc., a WoS of Absolute Sports Private Limited, a material
subsidiary of the Company has completed the acquisition of the Intellectual Property

Rights including brand, domain, content, social media accounts, except excluded assets
(as defined in the Asset Purchase Agreement) associated with ITR Wrestling and TJR
Wrestling (“Wrestling Websites Business”), for an aggregate consideration not exceeding
US$ 1,250,000/-.

• On May 20, 2025, Nazara Technologies UK Limited (“Nazara UK”), a WoS of the Company
has agreed to acquire 100% stake of Curve Digital Entertainment Ltd (CDEL) for an
aggregate consideration not exceeding GBP 21.7 million (~? 247 Crores), to be paid in
cash by Nazara UK to the Seller. The said acquisition is expected to be completed within
45 days from the execution of definitive agreement(s).

Upon completion of the aforesaid acquisition, CDEL will become a wholly owned
subsidiary of Nazara UK and step-down subsidiary of the Company. Additionally, Kuju
Limited, Curve Digital Publishing Limited, Runner Duck Games Limited, Fiddlesticks
Games Limited, Curve Games Development One Limited, IronOak Games Inc., Attack
Games Limited, wholly owned subsidiaries of CDEL, will also become the step-down
subsidiaries of Nazara UK and the Company.

The salient features of the financial statements (highlighting the financial performance)
of the subsidiaries and associates of the Company as required under Section 129 of the
Companies Act, 2013 as amended from time to time (the Act) read with Rule 5 of the
Companies (Accounts of Companies) Rules, 2014 as amended from time to time (the Rules)
in the Form AOC-1 is provided at page no. 323 of the Annual Report. The standalone
financial statements, consolidated financial statements along with relevant documents of the
Company and separate audited financial statements of the subsidiaries and the associates
of the Company are available on the website of the Company at www.nazara.com
During the year under review, Nodwin Gaming Private Limited, Absolute Sports Private
Limited and Kiddopia Inc. were the material unlisted subsidiaries of the Company. The
Audit Committee and the Board of Directors of the Company periodically reviews the
financial statements, significant transactions of all the subsidiary companies, and the
minutes of the unlisted subsidiary companies are placed before the Board of Directors of
the Company.

I n accordance with the Listing Regulations, your Company has formulated and adopted
a Policy for determining ‘material subsidiaries’, which is available on the website of the
Company at https://www.nazara.com/corporate-governance#two

CORPORATE RESTRUCTURING -

Amalgamation of Paper Boat Apps Private Limited with the Company

The Board of Directors of the Company at its meeting held on November 14, 2024, had subject
to requisite approvals/consents, approved the Scheme of Amalgamation of Paper Boat Apps
Private Limited a wholly-owned subsidiary of the Company (“Transferor Company”) with Nazara
Technologies Limited (“Transferee Company” / “Company” / “Nazara”) and their respective
shareholders and creditors under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 read with relevant rules and regulations framed thereunder (“the Scheme”),
with the Appointed Date of the Scheme as October 01, 2024 or such other date as may be
fixed or approved by the Board of Directors of the Companies and Hon’ble National Company
Law Tribunal (NCLT), Mumbai Bench. On completion of the proposed amalgamation merger, all
the assets and liabilities of the Transferor Company would be transferred to and recorded by
the Company at their respective carrying values in the books of accounts of the Transferor
Company. All inter-company balances and investments between the Transferor Company and
the Transferee Company shall stand cancelled as a result of the proposed Scheme Additionally,
no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in
Transferor Company [held directly and jointly with the nominee shareholder(s)] and accordingly,
equity shares held by the Company in the Transferor Company shall stand cancelled on the
Effective Date without any further act, instrument or deed.

The required application for amalgamation was filed in the Hon’ble NCLT, which was admitted
by the NCLT and the same was reserved for orders.

Furthermore, the Board of Directors in its meeting held on May 26, 2025, has, subject to requisite
approvals/consents, approved modification to the Scheme, by changing the Appointed Date
from October 01, 2024 to April, 01, 2025 or such other date as may be approved by the Hon’ble
NCLT, with all other terms and conditions of the Scheme remaining unchanged.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the audited Consolidated Financial Statements of the
Company pursuant to Section 129 of the Companies Act, 2013, as amended from time to time (the
“Act”) and Regulation 34 of the Listing Regulations. The Consolidated Financial Statements have been
prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

SHARE CAPITAL:

• Authorised Share Capital:

As on March 31, 2025, the Authorised Share Capital of the Company is '' 50,00,00,000/-
(Rupees Fifty Crores only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity
Shares of '' 4/- (Rupees Four only) each.

There has been no change in the Authorised Share Capital of the Company during the
financial year under review.

• Paid-up Share Capital:

During the financial year under review, the Paid-up Share Capital of the Company has been
increased from '' 30,61,66,560/- (Rupees Thirty Crores Sixty One Lakh Sixty Six Thousands
Five Hundred Sixty Only) divided into 7,65,41,640 (Seven Crores Sixty Five Lakhs Forty One
Thousands Six Hundred Forty) fully paid up Equity Shares of '' 4/- (Rupees Four only) each to
'' 35,04,65,024/- (Rupees Thirty Five Crores Four Lakhs Sixty Five Thousands Twenty Four
only) divided into 8,76,16,256 (Eight Crores Seventy Six Lakhs Sixteen Thousands Two
Hundred Fifty Six) fully paid up Equity Shares of '' 4/- (Rupees Four only) each.

During the year under review, your Company has made the allotments of 1,10,74,616 (One Crore
Ten Lakhs Seventy Four Thousands Six Hundred Sixteen) Equity Shares on Preferential / Private
Placement Basis and pursuant to exercise of options under Nazara Technologies Employee
Stock Option Scheme 2023, as stated hereunder:

Sr.	Date of	Type of Allotment	Issue Price	No. of Equity
No.	Allotment		(In '') per	Shares
			Equity Share	Allotted
1.	November 27, 2024	The allotment was made on a preferential / private placement basis for cash consideration to SBI Innovative Opportunities Fund, Junomoneta Finsol Private Limited, Think India Opportunities Master Fund LP, Siddhartha Sacheti, Mithun Padam Sacheti, Cohesion MK Best Ideas Sub-Trust, Chartered Finance & Leasing Limited, Discovery Global Opportunity (Mauritius) Ltd, Ratnabali Investment Private Limited, Meenakshi Mercantiles Limited and Aamara Capital Private Limited.	954.27	89,59,728

Sr.	Date of	Type of Allotment	Issue Price	No. of Equity
No.	Allotment		(In '') per	Shares
			Equity Share	Allotted
2.	January 17, 2025	The allotment was made on a preferential/ private placement basis to the shareholders of Moonshine Technology Private Limited, namely Bellerive Capital (BCP) 6 Limited, Shells and Shores Consultancy & Holdings LLP, Navkiran Singh, Gurjeet Karan, Anirudh Chaudhry, Avneet Rana and Varun Ganjoo as consideration for the acquisition of 4,37,197 equity shares of '' 10/- each of Moonshine Technology Private Limited.	954.27	20,52,940
3.	February 18, 2025	The allotment was made to an option holder who had exercised his stock option under Nazara Technologies Employee Stock Option Scheme 2023.	662.00	61,948
Total				1,10,74,616

Further, pursuant to the resolution passed by the Board of directors of the Company on January
20, 2025, approved the issuance of 50,00,000 (Fifty Lakhs) fully paid-up equity shares of face
value '' 4/- (Rupees Four Only) each, at a price of '' 990/- (including premium of '' 986/-) per
share on preferential basis by way of private placement to Axana Estates LLP (“Proposed
Allottee”) under Section 62 and other applicable provisions of the Companies Act, 2013
as amended and in terms of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, subject to shareholders’ approval.

The aforesaid preferential issue has triggered an obligation to make an open offer in terms
of Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, (“SEBI (SAST) Regulations”), as amended,
(“Open Offer” Or “Offer”). Accordingly, Axana Estates LLP and Plutus Wealth Management LLP
(together referred to as the Acquirers), along with Junomoneta Finsol Private Limited as the
Person Acting in Concert (PAC), have made a public announcement in relation to open offer for
the acquisition of upto 26% of the Equity Share Capital of the Company, in compliance with the
SEBI (SAST) Regulations. The Company shall allot the aforesaid equity shares to the Proposed
Allottee in compliance with applicable laws.

Post completion of the open offer, Axana Estates LLP (“Acquirer 1”), and Plutus Wealth
Management LLP (“Acquirer 2”) (together referred to as “Acquirers”) shall become promoters of
the Company along with existing promoters. Further, Junomoneta Finsol Private Limited being
Person Acting in concert (“PAC”) with the acquirers, Mr. Arpit Khandelwal, Mr. Mithun Padam
Sacheti and Mr. Siddhartha Sacheti being deemed persons acting in concert (“Deemed PAC”)
will be classified under Promoter Group of the Company pursuant to the said open offer.

EMPLOYEE STOCK OPTIONS:

The Nomination, Remuneration and Compensation Committee (NRC) of the Board of Directors
of the Company, inter alia, administers and monitors the Employees’ Stock Option Plans (ESOPs)
of the Company.

As on March 31, 2025, the Company has an operative Employee Stock Option Scheme i.e.
Nazara Technologies Employee Stock Option Scheme 2023 (“ESOP 2023”) with an objective
to reward the Eligible Employees for their performance in the Company and to share the wealth
created by the Company with them. During the year under review, there was no change in the
ESOP Scheme of the Company.

The above-stated ESOP 2023 formulated by the Company is in line with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(the “SBEB & SE Regulations”). The Company has obtained the required certificate from the
Secretarial Auditors of the Company, certifying that the ESOP 2023 has been implemented in
accordance with the SBEB & SE Regulations and the resolutions passed by the members of
the Company in this regard. The said certificate is available for inspection by the members in
electronic mode.

The details of ESOP Scheme as required to be disclosed under the SBEB & SE Regulations can
be accessed at https://www.nazara.com/financials#one

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning
of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
as amended from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, guarantees given, investments made and securities provided by
the Company during the year under review, are in compliance with the provisions of Section

186 of the Act and the Rules made thereunder and details thereof are given in the Notes to the
Accounts of the Standalone Financial Statements which forms part of the Annual Report. All the
loans given by the Company to the bodies corporate are towards business purposes.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

All the transactions entered during the year under review with the related parties referred to in
Section 188 of the Act were in the ordinary course of the business and on the arm’s length basis
and are reported/ stated in the Notes to the Accounts of the Standalone Financial Statements
of the Company which form part of the Annual Report. Accordingly, the disclosure of Related
Party Transactions as required under Section 134 of the Act is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions as approved by the Board from time to time is available on the Company’s website
and can be accessed at https://www.nazara.com/corporate-governance#two.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board of Directors (the “Board”) of your Company constitutes 08
(Eight) Directors comprising of a Managing Director & Chairman, a Joint Managing Director
& Chief Executive Officer (“CEO”) and 06 (Six) Non-Executive Directors including 04 (Four)
Independent Directors and 01 (One) Woman Independent Director. The constitution of the
Board of the Company is in accordance with requirements of Section 149 of the Act, the Rules
made thereunder and Regulation 17 of the Listing Regulations.

Based on the written representations received from the Directors, none of the Directors of the
Company is disqualified under Section 164 of the Act.

• Independent Directors:

The Company has received requisite declarations from the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section
149 of the Act read with the Rules framed thereunder and Regulation 16 of the Listing
Regulations.

The Non-Executive Directors including Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, and
reimbursement of out of pocket expenses, if any, incurred by them for the purpose of
attending meetings of the Company. The Independent Directors have also confirmed that

they have registered their names in the data bank of Independent Directors maintained
with / by the Indian Institute of Corporate Affairs.

I n the opinion of the Board, there has been no change in the circumstances which may
affect the status of Independent Directors as an Independent Director of the Company and
the Board is satisfied with the integrity, expertise, and experience including proficiency, in
terms of applicable provisions of the Act and the Rules made thereunder.

• Retirement by Rotation:

Mr. Rajiv Agarwal (DIN: 00379990), a Director (Non-Executive, Non- Independent Director)
of the Company, is liable to retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offers himself for re-appointment. The Board of Directors of the
Company has proposed his re-appointment as a Director liable to retirement by rotation
and required resolution seeking shareholders’ approval for his re-appointment along with
the required details are stated in the Notice of the 26^th AGM.

• Key Managerial Personnel:

During the year under review, Ms. Varsha Vyas, the Company Secretary & Compliance
Officer has resigned w.e.f. August 20, 2024 and Mr. Arun Bhandari has been appointed as
the Company Secretary & Compliance Officer of the Company w.e.f. December 17, 2024.

As on March 31, 2025, Mr. Vikash Mittersain, Chairman & Managing Director, Mr. Nitish
Mittersain, Joint Managing Director & Chief Executive Officer, Mr. Rakesh Shah, Chief
Financial Officer and Mr. Arun Bhandari, Company Secretary & Compliance Officer are the
Key Managerial Personnel (KMPs) of the Company in accordance with the provisions of
Section 203 of the Act and the Listing Regulations.

EVALUATION OF THE PERFORMANCE OF THE BOARD:

The Nomination, Remuneration and Compensation Committee of the Company has laid
down the criteria for performance evaluation of the Board and individual directors including
the Independent Directors and Chairman covering various aspects of the Board’s functioning
including adequacy of the composition of the Board and its committees, Board culture, execution
and performance of specific duties, obligations and governance. It includes circulation of
evaluation forms separately for evaluation of the Board, its Committees, Independent Directors
/ Non-Executive Directors / Executive Directors and the Chairman of your Company. In a
separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole (including the Committees) and the Chairman of the Company for the year
under review, was evaluated and discussed taking into account the views of Executive Directors
and Non- Executive Directors, in terms of the provisions of the Act, the Listing Regulations and
the Guidance Note issued by the Securities and Exchange Board of India in this regard.

At the Board Meeting that followed the separate meeting of the Independent Directors and
meeting of the Nomination, Remuneration and Compensation Committee, the performance
of the Board, its Committees, and individual directors and other relevant matters were also
discussed. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Directors being evaluated.

NUMBER OF BOARD MEETINGS HELD:

During the year under review, the Board of Directors met 18 (Eighteen) times, as per the
details given in the Corporate Governance Report which forms part of the Annual Report. The
intervening gap between two consecutive meetings was within the period prescribed under
the Act, the Secretarial Standards on Board Meetings issued by the Institute of Company
Secretaries of India (ICSI) and the Listing Regulations.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company on remuneration and other matters
including criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Act, is placed on the
website of the Company at https://www.nazara.com/corporate-governance#two.

COMMITTEES OF THE BOARD:

The Board of your Company has formed various Committees, as per the provisions of the
Act and the Listing Regulations and as a part of the best Corporate Governance practices,
the terms of reference and the constitution of those Committees are in compliance with the
applicable laws.

In order to ensure focused attention on the business and for better governance and
accountability, the Board of your Company has formed the following Committees.

a) Audit Committee

As on March 31, 2025, the Audit Committee comprises of the following members:

Sr. No	Name of the Member	Designation
1	Mr. Probir Kumar Roy	Independent, Non-Executive (Chairman)
2	Mrs. Shobha Haresh Jagtiani	Independent, Non-Executive
3	Mr. Nitish Mittersain	Non-Independent, Executive Director
4	Mr. Sasha Gulu Mirchandani	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company acts as the Secretary of
the Audit Committee.

During the year under review, the Board in its meeting held on September 05, 2024 and
February 13, 2025 has re-constituted the Audit Committee w.e.f. September 06, 2024
and February 14, 2025 respectively and there has been no change in the scope/ terms of
reference of the Audit Committee.

The details with respect to the composition including changes, if any therein, powers
and terms of reference, of the Audit Committee are given in the “Corporate Governance
Report” which is presented in a separate section and forms part of the Board’s / Annual
Report.

Vigil Mechanism/ Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy (the Policy) and has established
the necessary Vigil Mechanism for the Directors and Employees of the Company in
confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation
22 of the Listing Regulations to report concerns about unethical behavior.

The Policy enables the Directors, employees and all stakeholders of the Company to report
genuine concerns (about unethical behavior, actual or suspected fraud, or violation of the
Code) and provides for adequate safeguards against victimisation of persons who use such
mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The Audit Committee of the Company oversees / supervises the Vigil Mechanism / Whistle
Blower Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. During the year under review, no person was denied
access to the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected
and they shall not be subject to any discriminatory practices. The Policy is uploaded on
the Company’s website at www.nazara.com and can be accessed at https://www.nazara.
com/corporate-governance#two.

b) Nomination, Remuneration and Compensation Committee:

As on March 31, 2025, the Nomination, Remuneration and Compensation Committee (the
“NRC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Mr. Probir Kumar Roy	Independent, Non-Executive (Chairman)
2	Mrs. Shobha Haresh Jagtiani	Independent, Non-Executive
3	Mr. Rajiv Ambrish Agarwal	Non-Independent, Non-Executive
4	Mr. Sasha Gulu Mirchandani	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company acts as a Secretary of the
NRC.

During the year under review, the Board in its meeting held on September 05, 2024 and
February 13, 2025 has re-constituted the NRC w.e.f September 06, 2024 and February 14,
2025 respectively. The Board in its meeting held on May 24, 2024 has revised / updated
the scope / term of reference of the NRC.

The details with respect to the composition including changes, if any therein, powers,
revised / updated scope / terms of reference, etc. of the NRC are given in the “Corporate
Governance Report” which is presented in a separate section and forms part of the
Board’s / Annual Report.

c) Corporate Social Responsibility Committee:

As on March 31, 2025, the Corporate Social Responsibility Committee (the “CSR
Committee”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Mr. Vikash Mittersain	Non-Independent, Executive (Chairman)
2	Mr. Nitish Mittersain	Non-Independent, Executive
3	Mrs. Shobha Haresh Jagtiani	Independent, Non-Executive
4	Mr. Sasha Gulu Mirachandani	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company acts as a Secretary of the
CSR Committee.

During the year under review, there was no change in the constitution and scope/ terms
of reference of the CSR Committee.

The details with respect to the composition including changes, if any therein, powers, roles,
terms of reference, etc. of the CSR Committee are given in the “Corporate Governance
Report” which is presented in a separate section and forms part of the Board’s / Annual
Report.

During the financial year 2024-25, the Company on a voluntary basis (and not statutorily
required under the applicable provisions of Section 135 of the Act and the Rules made
thereunder) has made CSR contributions / Expenditure through implementing Agencies
of '' 4,31,000/- (Rupees Four Lakhs Thirty One Thousand Only). The CSR Projects of the
Company largely focuses on the broad areas such as promoting health care, sustainable
livelihood quality education, women empowerment etc.

CSR Report:

The CSR Report on the activities undertaken during the year under review is provided
as Annexure 2 to the Board’s Report. The CSR Policy of the Company is available on the
website of the Company at www.nazara.com and can be accessed at https://www.nazara.
com/corporate-governance#two.

d) Stakeholders Relationship Committee:

As on March 31, 2025, the Stakeholders Relationship Committee (the “SRC”) comprises of
the following members:

Sr. No	Name of the Members	Designation
1	Mrs. Shobha Haresh Jagtiani	Independent, Non-Executive (Chairperson)
2	Mr. Probir Kumar Roy	Independent, Non-Executive
3	Mr. Vikash Mittersain	Non-Independent, Executive
4	Mr. Arun Gupta	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company acts as the Secretary of
the SRC.

During the year under review, the Board in its meeting held on February 13, 2025 has re¬
constituted the SRC w.e.f February 14, 2025 and there has been no change in the scope/
terms of reference of the SRC.

The details with respect to the composition including changes, if any therein, powers,
roles, terms of reference, etc. of the SRC are given in the “Corporate Governance Report”
which is presented in a separate section and forms part of the Board’s / Annual Report.

e) Risk Management Committee:

As on March 31, 2025, the Risk Management Committee (the “RMC”) comprises of the
following members:

Sr. No	Name of the Members	Designation
1	Mrs. Shobha Jagtiani	Independent. Non-Executive (Chairperson)
2	Mr. Nitish Mittersain	Non-Independent. Executive
3	Mr. Rakesh Shah	Chief Financial Officer
4	Mr. Rajiv Ambrish Agarwal	Non-Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company acts as the Secretary of
the RMC.

During the year under review, there has been no change in the constitution of RMC.
Further, the Committee in its meeting held on April 26, 2024 has revised/updated the Risk
Management Policy.

Pursuant to provisions of Regulation 21 of the SEBI Listing Regulations, the Company has
constituted a Risk Management Committee and adopted Risk Management Committee
Policy to inter alia evaluate and monitor key risks including strategic, operational, financial,
cyber security and compliance risks & framing, implementing, monitoring and reviewing
Risk Management plan, policies, systems and framework of the Company

The Risk Management Policy also provides for identification of possible risks associated
with the business of the Company, assessment of the same at regular intervals and
taking appropriate measures and controls to manage, mitigate and handle them. The key
categories of risk jotted down in the policy are strategic risks, financial risks, operational
risks and such other risks that may potentially affect the working of the Company. A copy
of the risk management policy is placed on the website of the Company at www. nazara.
com and can be accessed at https://www.nazara.com/corporate-governance#two.

The details with respect to the composition including changes, if any therein, powers,
roles, terms of reference, etc. of the Risk Management Committee are given in the
“Corporate Governance Report” which is presented in a separate section and forms part
of the Board’s / Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT:

Your Company has in place adequate internal financial control system commensurate with the
size of its operations. Internal control systems comprising of policies and procedures designed
to ensure sound management of your Company’s operations, safe keeping of its assets,
prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its
financial information and compliance. Systems and procedures are periodically reviewed by
the Audit Committee to maintain the highest standards of Internal Control.

During the year under review, no material or serious observation has been received from the
Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive
internal audit is carried out by M/s. MAKK & Co., Chartered Accountants and post audit reviews
are also carried out to ensure follow up on the observations made by the Auditors.

Risk Management is an integral part of the Company’s business strategy that seeks to minimise
adverse impact on business objectives and capitalise on opportunities. The Risk Management
Committee oversees the risk management framework of the Company through regular and
proactive intervention by identifying risks and formulating mitigation plans. Further details are
provided in the Management Discussion and Analysis Report forming part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability
Report (“BRSR”), describing the initiatives taken by the Company from an Environmental, Social
and Governance (ESG) perspective forms an integral part of this Annual Report and the policy
of the Company in this regard is available on the Company’s website at https://www.nazara.
com/corporate-governance#two.

CORPORATE GOVERNANCE:

Your Company is fully committed to follow the Best Corporate Governance practices and
maintain the highest ethical and business standards in conducting business. The Company
continues to focus on building trust with shareholders, employees, customers, suppliers and
other stakeholders based on the principles of good corporate governance viz. integrity, equity,

consciences transparency, fairness, sound disclosure practices, accountability and commitment
to values. Your Company is compliant with the provisions relating to the Corporate Governance.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing
Regulations forms an integral part of this Annual Report. The Report on Corporate Governance
also contains certain disclosures required under the Act and the Listing Regulations as
amended from time to time.

A Certificate from M/s. Manish Ghia & Associates, the Secretarial Auditors of the Company
confirming compliance to the conditions of Corporate Governance as stipulated under Listing
Regulations, is annexed to the Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of the Listing Regulations, a separate section on the Management
Discussion and Analysis Report (the “MDAR”) highlighting the business of your Company
forms part of the Annual Report. It inter-alia, provides details about the economy, business
performance review of the Company’s various businesses and other material developments
during the year 2024-25.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

No significant or material order was passed by any regulator(s) or court(s) or tribunal(s) or any
competent Authority(ies) which impact the going concern status and the operations of the
Company in future.

AUDITORS & AUDITOR’S REPORTS

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, on the recommendation of the Audit
Committee, M/s. MAKK & Co., Chartered Accountants were appointed as the Internal
Auditors of the Company to conduct internal audit for the Financial Year 2024-25.

• Statutory Auditors:

Upon completion of the term of five (05) years by M/s. Walker Chandiok & Co. LLP, Chartered
Accountants, Mumbai, the former Statutory Auditors of the Company, and in accordance
with the provisions of Section 139 of the Act, M S K C & Associates LLP (formerly M/s.
M S K C & Associates), Chartered Accountants, Mumbai were appointed as the Statutory

Auditors of the Company at the 25^th Annual General Meeting (AGM) held on September 30,
2024 for a term of 5 (five) consecutive years, i.e., from the conclusion of 25^th AGM till the
conclusion of 30^th AGM (to be held in the Calendar Year 2029). The Company has received
the eligibility certificate from the Statutory Auditors confirming that they are not disqualified
from continuing as an Auditors of the Company.

The Auditors’ Report is annexed to the Financial Statements and does not contain any
qualifications, reservations, adverse remarks or disclaimers and is unmodified. Further,
Notes to Accounts are self-explanatory and do not call for any comments.

• Secretarial Auditors:

M/s. Manish Ghia & Associates, Company Secretaries (M. No.: FCS 6252, C.P. No. 3531,
Peer Review 822/2020), were appointed as the Secretarial Auditors to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit
Report in the prescribed Form No. MR-3 is attached as Annexure 3.

The Secretarial Auditor in Secretarial Audit Report (the “SAR”) has observed that during
the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Standards, Guidelines etc. except that the filing of Form FC-TRS (Foreign
Currency Transfer of Shares) as required under Foreign Exchange Management (Non¬
Debt Instruments) Rules, 2019 in respect of: (a) acquisition of 408,364 equity shares of
Moonshine Technology Private Limited on January 03, 2025 from Bellerive Capital (BCP)
6 Limited (a non-resident entity); (b) acquisition of 63271 equity shares of Funky Monkeys
Play Centers Private Limited on February 18, 2025 from Spire Group Limited (a non¬
resident entity); (c) acquisition of 60716 equity shares of Funky Monkeys Play Centers
Private Limited on February 18, 2025 from Julie De Clermont Tonnerre (a non-resident
entity) were rejected for procedural requirements.

With respect to the aforementioned observation of the Secretarial Auditor, your Directors
would like to clarify that the rejection was on account of certain procedural requirements
prescribed under the extant guidelines of the Reserve Bank of India. The Company
has been actively liaising with the concerned parties and is in the process of obtaining
the requisite documents and confirmations from the sellers to enable re-submission of
the filing. The management assures that the necessary compliance will be completed
expeditiously upon receipt of the pending documentation. The Company remains fully
committed to ensuring adherence to all applicable laws and regulatory requirements.

As required under the Listing Regulations, the SAR of Nodwin Gaming Private Limited and
Absolute Sports Private Limited, the Indian Material Unlisted Subsidiaries of the Company for
the Financial Year 2024-25 also forms part of this Report and are attached as Annexure 3.

Further, pursuant to the amended provisions of Regulation 24A of the Listing Regulation
and Section 204 of the Act read with the rules framed thereunder, the Audit Committee and
the Board of Directors have approved and recommended the appointment of M/s. BNP
& Associates, Practicing Company Secretaries, a Peer Reviewed Firm (Firm Registration
No. P2014MH037400) as the Secretarial Auditors of the Company for a term of 5 (five)
consecutive years,i.e., from Financial Year 2025-26 to 2029-30, for approval of members
at the ensuing AGM of the Company. Accordingly, a resolution seeking Members’ approval
for appointment of Secretarial Auditors of the Company forms part of the Notice of the 26^th
AGM.

The Company has received the eligibility certificate from M/s. BNP & Associates confirming
that they are not disqualified from being appointed as Secretarial Auditors of the Company.

• Reporting of Frauds by the Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors
have reported to the Audit Committee under Section 143 of the Act, any instances of
fraud committed against your Company by its officers and employees, details of which are
required to be mentioned in the Board’s Report.

ANNUAL RETURN:

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31, 2025 in Form
MGT-7 is available on the website of the Company and can be accessed at https://www.nazara.
com/financials

PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under Section 197 of
the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, forms part of the Annual Report as
Annexure 4.

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and
5(3) of the Rules is provided in a separate section forming part of this report.

Further, the Annual Report is being sent to the Members excluding the aforesaid statement.
In terms of Section 136 of the Act, the said statement is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary at investors@
nazara.com

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted (1) a Code of Conduct to regulate, monitor and report trading by the
designated persons and their immediate relatives and (2) a Code of Fair Disclosure providing
for a framework and policy for disclosure of events and occurrences that could impact price
discovery in the market for its securities as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from
time to time. The said code is available on the Company’s website at https://www.nazara.com/
corporate-governance#three

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company always believes in providing a safe and harassment free workplace for every
individual working in any office of the Company through various interventions and practices. The
Company endeavors to create and provide an environment that is free from any discrimination
and harassment including sexual harassment.

Your Company has in place a robust Policy on Prevention of Sexual Harassment at Workplace.
The Policy aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of sexual harassment. The Company has zero tolerance
approach for sexual harassment at workplace. There is an Internal Complaints Committee
(“ICC”) which is responsible for redressal of complaints related to sexual harassment and
follows the guidelines provided in the Policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and
pending during the year under review are provided in the Report of Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO:

The Company consciously makes all efforts to conserve energy across its operations. In terms
of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014
as amended from time to time, the report on conservation of energy, technology absorption,
foreign exchange earnings and outgo forms part of this report as Annexure 5.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

There have been no other material changes and commitments that occurred after the closure
of financial year till the date of report, which may affect the financial position of the Company,
except as stated in this report.

DIRECTORS’ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and
state that:

a) in the preparation of the annual financial statements for the financial year ended March 31,
2025, the applicable accounting standards had been followed and no material departures
have been made for the same;

b) t hey have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year ended on March
31, 2025 and of profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2025 on a going
concern basis;

e) they have laid down internal financial controls and the same have been followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”) DURING THE YEAR ALONG WITH
ITS STATUS AS AT THE END OF FINANCIAL YEAR:

There was no application made or any proceeding pending under IBC during the year under
review against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE- TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of one-time settlement with any Bank or Financial Institutions during the
year under review.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these matters during the year under review:

i) There has been no change in the nature of business of the Company.

ii) There was no revision in the financial statements of the Company.

iii) Disclosure pertaining to maintenance of cost records as specified under the Act is not
applicable to the Company.

iv) The Company has not issued equity shares with differential voting rights as to dividend,
voting or otherwise.

v) There has been no failure in implementation of any Corporate Action.

vi) The Managing Director and the Joint Managing Director & CEO of the Company does not
receive any remuneration or commission from any of its subsidiaries.

vii) The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in a separate Section in this Report, describing the Company’s objectives,
projections, estimates and expectations may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Actual results might differ materially from those
either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted
trust and confidence in the management of the Company and will also like to place on record
their sincere appreciation for the continued co-operation, guidance, support and assistance
extended by our users, bankers, customers, Government & Non-Government Agencies &
various other stakeholders including Securities and Exchange Board of India, National Stock
Exchange of India Limited, BSE Limited, Central Depository Services (India) Limited and National
Securities Depository Limited.

Your Directors also place on record their appreciation of the vital contribution made by the
employees at all levels and their unstinted support, hard work, solidarity, cooperation and
stellar performance during the year under review.

For and on behalf of the Board of Directors
Nazara Technologies Limited

Place : Mumbai Vikash Mittersain Nitish Mittersain

Date : May 26, 2025 Chairman & Managing Director Joint Managing Director & CEO

DIN: 00156740 DIN: 02347434

---

Mar 31, 2024

The Board of Directors of Nazara Technologies Limited (“The Company” or “Your Company” or “Nazara”) are pleased to present the 25^th Annual Report on the business operations and state of affairs of the Company together with the Audited (Consolidated and Standalone) Financial Statements of the Company for the Financial Year ended March 31, 2024.

Financial Performance:

The summary of the financial performance of the Company on a consolidated and standalone basis, for the Financial Year 2023-24 as compared to the previous Financial Year 2022-23 is as follows:

('' in Lakhs)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Continuing Operations
Revenue from Operations	1,13,828	1,09,102	2,331	2,296
Less: Total Expenditure	1,11,246	1,05,170	15,985	7,090
Profit/ (Loss) before share of net loss of investment accounted for using the equity method and tax	10,545	8,880	(9,198)	(2,119)
Share of loss of investments accounted using equity method	(201)	-	-	-
Profit/ (Loss) before tax	10,344	8,880	(9,198)	(2,119)
Less: Tax expenses	1,398	2,542	552	276
Profit/ (Loss) after tax from continuing operations	8,946	6,338	(9,750)	(2,395)
Discontinued Operations
Profit/ (Loss) from discontinued operations	(1,471)	(200)	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/ (Loss) after tax from discontinued operations	(1,471)	(200)	-	-
Profit/ (Loss) for the year	7,475	6,138	(9,750)	(2,395)

PARTICULARS	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Equity Share Capital	3,062	2,647	3,062	2,647
Other Equity	1,96,798	1,07,842	1,57,243	88,940
Net Block	60,811	58,307	485	93
Net Current Assets	1,89,683	99,744	1,05,464	33,855
Cash and Cash Equivalents (including bank balances)	1,20,971	32,924	87,295	10,065
Earnings/ (Loss) per share (in '') (For continuing operations)
Basic	10.28	6.29	(14.07)	(3.67)
Diluted	10.28	6.27	(14.07)	(3.67)
Earnings/ (Loss) per share (in '') (For discontinuing operations)
Basic	(2.12)	(0.31)	-	-
Diluted	(2.12)	(0.31)	-	-

Business Overview:

Nazara is India’s leading listed gaming & esports company with majority ownership of several leading gaming & esports brands with presence in India, US and other global markets. In esports, Nazara has India’s leading esports platform NODWIN Gaming; and Sportskeeda and Pro Football Network in the sports media space. Nazara’s offerings across the interactive gaming segments includes gamified early learning ecosystems Kiddopia and Animal Jam which are global leaders in their respective segments; India’s most popular cricket simulation franchise World Cricket Championship (WCC) and a wide portfolio of casual games distributed through telco partnerships in many emerging markets. In addition, Nazara controls Datawrkz, a digital adtech company which supports its other portfolio companies as well as external clients for demand-side user acquisition and supply-side ad monetisation services.

During the financial year ended on March 31, 2024 (year under review), on a Standalone basis the Company has registered a turnover of '' 2,331 Lakhs as against '' 2,296 Lakhs in the previous year. The other income stood at '' 4,456 Lakhs as against '' 2,675 Lakhs in the previous year. The total expenditure stood at '' 15,985 Lakhs as against '' 7,090 Lakhs in the previous year. Your Company had incurred a total comprehensive loss of '' 9,748 Lakhs for the year under review as against comprehensive loss of '' 2,419 Lakhs in the previous year.

The operating and financial performance of your Company for the year under review has been further stated / covered in the Management Discussion and Analysis Report (MD&A Report) which forms part of the Annual Report.

Dividend:

In view of the losses during the Financial Year under review and in order to conserve the resources for the business requirements of the Company, the Board of Directors have not recommended any dividend for the Financial Year ended March 31, 2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”) is available on the Company’s website at https://www. nazara.com/corporate-governance#two

Transfer to Reserves:

During the Financial Year under review, no amount has been transferred to the General Reserves of the Company.

Subsidiaries, Associates & Joint Ventures:

As on March 31, 2024, the Company has 30 (Thirty) subsidiaries including 12 (Twelve) direct subsidiaries, 18 (Eighteen) step-down subsidiaries, and 02 (Two) associates. As on March 31, 2024, there is no Joint Venture. The detailed list of the subsidiaries and associates as on March 31, 2024, is provided as Annexure 1. There has been no material change in the nature of the business activities of the subsidiaries and associates.

During the financial year under review, the following additional investments / acquisitions / disinvestments (changes) have happened in the subsidiaries / associates:

• On April 06, 2023, Sportskeeda Inc., a wholly-owned Subsidiary of Absolute Sports Private Limited (“Absolute”), a material subsidiary of the Company, acquired 73.27% of the Capital Stocks of Pro Football Network Inc. The total consideration for this acquisition amounted to USD 1,817,090.67/-. As a result of this acquisition, Pro Football Network Inc. became a subsidiary of Sportskeeda Inc., and a step down subsidiary of Absolute and the Company.

• On April 29, 2023, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, acquired the remaining 8,032 equity shares of '' 10/- each of Superhero Brands Private Limited (“Planet Superheroes”) for a total consideration of ''1,40,56,000/-.

With this acquisition, Nodwin now holds 100% equity stake, on fully diluted basis, in Planet Superheroes. Consequently, Planet Superheroes has become a wholly owned subsidiary of Nodwin and step down wholly owned subsidiary of the Company effective from April 29, 2023.

• On May 30, 2023, the aggregate holding of the Company in Publishme Global FZ-LLC (“Publishme”) through Nazara Technologies FZ-LLC, a wholly owned subsidiary of the Company, increased to 82.81% pursuant to conversion of existing loan into equity shares by Publishme which was availed from Nazara Technologies FZ LLC.

• On June 07, 2023, the Company acquired additional 6,500 equity shares of '' 100/- each of Next Wave Multimedia Private Limited (“Next Wave”), a subsidiary of the Company. The total aggregate consideration for this acquisition amounted to '' 15,00,00,500/-. As a result of this acquisition, the aggregate holding of the Company in Next Wave increased to 71.88% on fully diluted basis.

• On July 28, 2023, Hon’ble National Company Law Tribunal (“NCLT”), Kolkata Bench vide its order, has sanctioned the Scheme of Arrangement (Demerger of Fantasy Sport Business of Halaplay Technologies Private Limited (“Halaplay”) into Openplay Technologies Private Limited (“Openplay”) between Halaplay and Openplay(being subsidiaries of the Company) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the certified true copy of the said Order was received on August 22, 2023, which was filed with the Jurisidictional ROC accordingly. Accordingly, Openplay has allotted 1,707 (One Thousand Seven Hundred and Seven) Equity Shares of '' 10/- (Rupees Ten Only) each fully-paid up to the respective shareholders of Halaplay including the Company, pursuant to the Scheme. Consequent to the said allotment, the Company’s equity holding in Openplay has been reduced from 100% to 94.86 %, on a non-diluted basis resulting into transition ofOpenplay from a wholly-owned subsidiary to a subsidiary.

• On August 03, 2023, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company has allotted 1,231 fully paid up equity shares of '' 10/- each at a price of '' 16,01,871/- (including a premium of '' 16,01,861/-) per Equity Share aggregating to '' 1,97,19,03,201/ on private placement basis for cash consideration to the Company, Pratithi Investment Trust, Krafton, Inc., Sony Group Corporation and Innopark (India) Private Limited.

• On August 11, 2023, the Company acquired additional 375 Equity shares of face value ''10/- each of Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company by way of (a) subscription of 158 Equity Shares of ''10/- each at a consideration

amounting up to ''25,30,95,618/-: and (b) purchase of 217 Equity Shares of ''10/- each, from its existing shareholders (i.e. Good Game Investment Trust and Jet Synthesis Private Limited) at a consideration amounting to ''34,76,06,007/-. As a result of this acquisition, the Company‘s aggregate holding increased to 52.71% of the issued and paid up share capital of Nodwin, on non-diluted basis.

• On September 08, 2023, Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a wholly owned subsidiary of Nodwin Gaming Private Limited (“Nodwin”), material subsidiary of the Company, acquired 51% of the share capital of Branded Pte. Ltd by way of primary infusion in the share capital and secondary purchase of shares from its existing shareholders. The total consideration for this transaction amounted to USD 1,299,990.28/, which was paid in cash. As a result of this transaction, Branded Pte. Ltd., became the subsidiary of Nodwin Gaming International Pte. Ltd. and step down subsidiary of Nodwin and the Company.

• On January 29, 2024, the Company was informed regarding acquisition of 100% of the equity share capital, on a fully diluted basis, of Comic Con India Private Limited (“Comic Con”) by Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company., for an aggregate consideration of '' 54,99,78,240/- (Rupees Fifty-Four Crores Ninety-Nine Lakhs Seventy-Eight Thousand Two Hundred and Forty Only) which has been discharged (a) partly by way of cash consideration of '' 27,44,56,428/- and (b) partly by issuance and allotment of 172 equity shares of Nodwin at a price of ''16,01,871/- each. As a result of this acquisition, Nodwin now holds 100% of the equity share capital, on a fully diluted basis, of Comic Con and accordingly, Comic Con has become the Wholly-owned Subsidiary of Nodwin and stepdown subsidiary of the Company.

• On January 31, 2024 Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a wholly owned subsidiary of Nodwin Gaming Private Limited (“Nodwin”), material subsidiary of the Company, acquired 13.51% of Freaks 4U Gaming GmbH as follows: (a) Conversion of its subscription of EUR 3,600,000 (Three million Six Hundred Thousand Euros Only) (equivalent to approximate INR 33.26 Crores) made on December 27. 2023 into 7366 Equity Shares (6.1% stake), and (b) Contribution of additional capital of EUR 4,400,000/-(Four million & Four Hundred Thousand Euros Only) (equivalent to approximate INR 41 crores) and subscribing to 9003 Equity Shares (7.4% stake) by executing an Investment agreement signed on January 29. 2024.

• On February 03, 2024 Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, relinquished its rights to acquire majority stake (in future) in Brandscale

Innovations Private Limited (“Brandscale”) and its rights to appoint the majority of the Directors on the Board of Brandscale. Nodwin continues to hold 40.17% on a fully diluted basis of the share capital in Brandscale, without any change. Consequent to the relinquishment of the aforesaid rights, the status of Brandscale has changed from a subsidiary to an associate of Nodwin.

• On Feb 14, 2024 Nodwin Gaming International Pte. Ltd. (“Nodwin Singapore”), a wholly owned subsidiary of Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, has agreed to acquire 100% of the share capital of Ninja Global FZCO (“Ninja”) through secondary purchase for a total consideration of upto USD 3,570,000 (Three million Five Hundred and Seventy Thousand US Dollars Only), payable (a) partly by way of Cash consideration upto USD 1,320,063 and (b) balance USD 2,249,937 by way of swap of preference shares of Nodwin Singapore. Post completion of the proposed acquisition, Ninja shall become a wholly owned subsidiary of Nodwin Singapore and step-down subsidiary of both Nodwin and the Company. Ninja Espor Produksiyon Anonim §irketi, Turkey, a wholly owned subsidiary of Ninja, shall also become the step-down subsidiary of Nodwin Singapore, Nodwin and the Company. On receipt of requisite approvals and compliance of procedural requirements, the proposed acquisition is expected to be completed in the FY 2024-25.

• On March 29, 2024, Nodwin Gaming International Pte Ltd. (Nodwin Singapore), a wholly-owned subsidiary of Nodwin Gaming Private Limited, a material subsidiary of the Company, acquired 100% stake of Publishme Global FZ LLC (PublishMe) by way of secondary purchase of 82.81% stake from Nazara Technologies FZ LLC (Nazara Dubai), a wholly owned subsidiary of the Company, for an aggregate consideration of USD 2 mn, paid in cash and the balance 17.19% stake of PublishMe from then founder shareholder of PublishMe, for an aggregate consideration of USD 1, paid in cash. Consequently, PublishMe ceased to be a subsidiary of Nazara Dubai and became a wholly owned subsidiary of Nodwin Singapore and a step-down subsidiary of both Nodwin and the Company. Arrakis Tanitim Organisasyon Pazarlama San. Tic. Ltd. Sti., Turkey (“Arrakis”), a wholly owned subsidiary of PublishMe, also became a step-down subsidiary of Nodwin Singapore, Nodwin and the Company.

Subsequent to the Balance Sheet Date till the date of the Report:

• On April 04, 2024, Next Wave Multimedia Private Limited (“Nextwave”), a subsidiary of the Company, has approved the acquisition of all the Intellectual Property rights pertaining to the “UTP - Ultimate Teen Patti” casual freemium card game / software and associated

trademarks (“UTP - IP Assets”) by way of Assignment from U Games Private Limited (“U Games / Assignor”) for an aggregate consideration of INR 10,00,00,000 (Indian Rupees Ten Crores Only) inclusive of applicable taxes, if any, payable in cash, in one or more tranches. The proposed assignment is expected to be completed in the current FY 2024-25.

• On May 24, 2024, the Company has agreed to acquire additional 9,375 equity shares of '' 100/- each (“Equity Share”) representing 28.12% of the equity share capital, of Next Wave Multimedia Private Limited (“Nextwave”), a Subsidiary of the Company, from its existing promoter founder shareholders for a total consideration not exceeding INR 21,63,46,875/, to be discharged/paid partly in cash and partly either in cash or by way of issuance of equity shares of the Company or in combination of both, which shall be decided by the Company at its sole discretion, in one or more tranches. The proposed acquisition is expected to be completed in the current FY 2024-25.

The salient features of the financial statements (highlighting the financial performance) of the subsidiaries and associates of the Company as required under Section 129 of the Companies Act, 2013, as amended from time to time (the “Act”) read with Rule 5 of Companies (Accounts) Rules, 2014 in the Form AOC-1 is provided at page no. 151 of the Annual Report. The standalone financial statements, consolidated financial statements along with relevant documents of the Company and separate audited financial statements of the subsidiaries and the associates of the Company are available on the Company’s website at https://www.nazara.com/subsidiary-financials.

During the year under review, Nodwin Gaming Private Limited, Absolute Sports Private Limited, Kiddopia Inc. and Mediawrkz Inc. are the material unlisted subsidiaries of the Company. The Audit Committee and the Board of Directors of the Company periodically reviews the financial statements, significant transactions of all the subsidiaries, and the minutes of the unlisted subsidiaries are placed before the Board of Directors of the Company.

In accordance with the Listing Regulations, your Company has formulated and adopted a Policy for determining ‘material subsidiaries’, which is available on the Company’s website at https:// www.nazara.com/corporate-governance#two

Consolidated Financial Statements:

Your Directors have pleasure in attaching the audited Consolidated Financial Statements pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

Share Capital:

• Authorised Share Capital:

During the financial year under review, the Authorised Share Capital of the Company has been increased from ''30,00,00,000/- (Rupees Thirty Crores only) divided into 7,50,00,000 (Seven Crores Fifty Lakhs) Equity Shares of ''4/- (Rupees Four only) each to ''50,00,00,000/- (Rupees Fifty Crores only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of ''4/- (Rupees Four only) each.

The aforesaid increase in the Authorised Share Capital was approved by the Members of the Company through Postal Ballot on August 29, 2023.

• Paid-up Share Capital:

During the financial year under review, the Paid-up Share Capital of the Company has been increased from ''26,46,96,368/- (Rupees Twenty Six Crores Forty Six Lakhs Ninety Six Thousands Three Hundred Sixty Eight Only) divided into 6,61,74,092 (Six Crores Sixty One Lakhs Seventy Four Thousands Ninety Two) fully paid up Equity Shares of ''4/- (Rupees Four only) each to ''30,61,66,560/- (Rupees Thirty Crores Sixty One Lakhs Sixty Six Thousands Five Hundred Sixty only) divided into 7,65,41,640 (Seven Crores Sixty Five Lakhs Forty One Thousands Six Hundred Forty ) fully paid up Equity Shares of ''4/- (Rupees Four only) each.

During the financial year under review, your Company has made the allotments of 1,03,67,548 Equity Shares on Preferential / Private Placement Basis, as stated hereunder:

Sr. No.	Date of Allotment	Type of Allotment	Issue Price (In '') per Equity Share	No. of Equity Shares Allotted
1.	October 07, 2023	The allotment was made on a preferential /private placement basis for cash consideration to Kamath Associates, NKSquared, SBI Multicap Fund, SBI M agnum Global Fu nd an d SBI Technology Opportunities Fund.	714	71,42,856

Sr. No.	Date of Allotment	Type of Allotment	Issue Price (In '') per Equity Share	No. of Equity Shares Allotted
2.	March 02, 2024	The allotment was made on a preferential /private placement basis for cash consideration to Kamath Associates, NKSquared, Plutus Wealth Management LLP, Chartered Finance & Leasing Limited, ICICI Prudential ESG Fund, ICICI Prudential Flexicap Fund and ICICI Prudential Technology Fund.	872.15	28,66,474
3.	March 13, 2024	The allotment was made on a preferential/ private placement basis to the shareholders of Kofluence Tech Private Limited, namely NKSquared, Pravan Holdings LLP, Ritesh Ujjwal, Sujeet Kumar, Green Lawns Corporate Advisors LLP, QED Innovation Labs LLP, Upsparks LLP, B.A. Advisors LLP and Aprameya Radhakrishna as consideration for the acquisition of 13,374 equity shares of ''10/- each of Kofluence Tech Private Limited.	872.15	3,58,218
		Total		1,03,67,548

The details regarding the utilization of funds raised through the aforementioned preferential allotment(s)are provided in the Corporate Governance Report, which forms part of this Annual Report.

Employee Stock Options:

The Nomination, Remuneration and Compensation Committee (“NRC”) of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Plans (ESOPs) of the Company.

During the financial year under review, with the approval of the NRC and the Board of Directors at their respective meetings held on May 09, 2023, the Company has terminated the Employee Stock Option Schemes, namely Nazara Technologies Employee Stock Option Plan 2017 (“ESOP 2017”) and Nazara Technologies Employee Stock Option Scheme 2020 (“ESOP 2020”), as all the options granted under the said schemes were exercised.

Further, during the financial year under review, in accordance with the approval of the members of the Company vide postal ballot dated June 20, 2023, the Company has implemented Nazara Technologies Employee Stock Option Scheme 2023 (“ESOP 2023”), with an objective to motivate key employees for their contribution to the corporate growth, to create an employee ownership culture and also to retain the best talent in the competitive environment and to encourage them in aligning individual goals with that of the Company’s objectives.

The ESOP 2023 formulated by the Company is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”). The Company has obtained the required certificates from the Secretarial Auditors of the Company, certifying that the ESOP 2023 have been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the members in this regard. The said certificate is available for inspection by the members in electronic mode.

The details of ESOP Scheme as required to be disclosed under the SEBI SBEB Regulations is available on the Company’s website at https://www.nazara.com/financials#one

Public Deposits:

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Particulars of Loans, Guarantees or Investments:

The loans given, guarantees given, investments made and securities provided by the Company during the financial year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details thereof are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report. All the loans given by the Company to the bodies corporate are towards business purposes.

Particulars of Contracts or Arrangements with the Related Parties:

All the transactions entered by the Company during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arm’s length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Act is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Company’s website and can be accessed at https://www.nazara.eom/corporate-governance#two.

Directors and Key Managerial Personnel:

As on March 31, 2024, the Board of Directors (the “Board”) of your Company comprises of 07 (Seven) Directors comprising of a Managing Director & Chairman, a Joint Managing Director & Chief Executive Officer (“CEO”) and 05 (Five) Non-Executive Directors [04 (Four) Independent Directors including 01 (One) Woman Independent Director]. The constitution of the Board of the Company is in accordance with requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

Based on the written representations received from the Directors, none of the Directors of the Company are disqualified under Section 164 of the Act.

• Independent Directors:

The Company has received requisite declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act read with the Rules framed thereunder and Regulation 16 of the Listing Regulations.

The Non-Executive Directors including Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of out of pocket expenses, if any, incurred by them for the purpose of attending the meetings of the Company. The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors maintained with / by the Indian Institute of Corporate Affairs.

I n the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors as an Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules made thereunder.

• Retirement by Rotation:

Mr. Nitish Mittersain (DIN: 02347434), Joint Managing Director & Chief Executive Officer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM)

and being eligible, offers himself for re-appointment. A resolution seeking shareholder’s approval for his re-appointment along with the required details are stated in the Notice of the 25^th AGM.

• Key Managerial Personnel:

During the year under review, Mr. Pravesh Palod, the Company Secretary & Compliance Officer has resigned w.e.f. June 23, 2023 and Ms. Varsha Vyas has been appointed as the Compliance Officer of the Company w.e.f. June 24, 2023 and subsequently was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. July 28, 2023.

As on March 31, 2024, Mr. Vikash Mittersain, the Chairman & Managing Director, Mr. Nitish Mittersain, the Joint Managing Director & Chief Executive Officer, Mr. Rakesh Shah, the Chief Financial Officer and Ms. Varsha Vyas, the Company Secretary & Compliance Officer are the Key Managerial Personnel (KMPs) of the Company in accordance with the provisions of Section 203 of the Act.

Evaluation of the Performance of the Board:

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairman covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / NonExecutive Directors / Executive Directors and the Chairman of your Company. In a separate meeting of Independent Directors held on May 24, 2024, performance of Non-Independent Directors, the Board as a whole (including the Committees) and the Chairman of the Company, was evaluated and discussed taking into account the views of Executive Directors and NonExecutive Directors, in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard.

At the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Number of Board Meetings held:

During the year under review, the Board of Directors met 12 (Twelve) times, as per the details given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, the Secretarial Standards on Board Meetings issued by the Institute of Company Secretaries of India (ICSI) and the Listing Regulations.

Remuneration Policy:

The Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, is placed on the Company’s website at https://www.nazara.com/corporate-governance#two.

Committees of the Board:

The Board of your Company have formed various Committees, as per the provisions of the Act and the Listing Regulations and as a part of the best Corporate Governance practices. The terms of reference and the constitution of the Committees are in compliance with the applicable laws.

In order to ensure focused attention on the business and for better governance and accountability, the Board of your Company have formed following Committees.

a) Audit Committee:

As on March 31, 2024, the Audit Committee comprises of the following members:

Sr. No	Name of the Member	Designation
1	Mr. Kuldeep Jain	Independent, Non-Executive (Chairman)
2	Mr. Probir Kumar Roy	Independent, Non-Executive
3	Ms. Shobha Haresh Jagtiani	Independent, Non-Executive
4	Mr. Nitish Mittersain	Non-Independent, Executive Director

The Company Secretary & Compliance Officer of the Company act as the Secretary of the Audit Committee.

During the financial year under review, there was no change in the constitution of the Audit Committee. The Board in its meeting held on May 09, 2023 has revised / updated the scope / term of reference of the Audit Committee.

The details with respect to the Composition, powers, revised / updated roles and terms of reference, etc. of the Audit Committee are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

Vigil Mechanism /Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act, the Rules framed thereunder and Regulation 22 of the Listing Regulations to report concerns about unethical behavior.

The Policy enables the Directors, employees and all the stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The Audit Committee of the Company oversees / supervises Vigil Mechanism / Whistle Blower Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is maintained and they shall not be subject to any discriminatory practices. The Policy is available on the Company’s website at https://www.nazara.com/corporate-governance#two.

b) Nomination, Remuneration and Compensation Committee:

As on March 31, 2024, the Nomination, Remuneration & Compensation Committee (the “NRC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Mr. Probir Kumar Roy	Independent, Non-Executive (Chairman)
2	Ms. Shobha Haresh Jagtiani	Independent, Non-Executive
3	Mr. Kuldeep Jain	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company act as the Secretary of the NRC.

During the year under review, there was no change in the constitution of the NRC. The Board in its meeting held on May 24, 2024 has revised / updated the scope / term of reference of the NRC.

The details with respect to the Composition, powers, revised / updated scope / terms of reference, etc. of the NRC are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

c) Corporate Social Responsibility Committee:

As on March 31, 2024, the Corporate Social Responsibility Committee (the “CSR Committee”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Mr. Vikash Mittersain	Non-Independent, Executive (Chairman)
2	Mr. Nitish Mittersain	Non-Independent, Executive
3	Ms. Shobha Haresh Jagtiani	Independent, Non-Executive
4	Mr. Sasha Gulu Mirachandani	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company act as the Secretary of the CSR Committee.

During the year under review, there was no change in the constitution & scope/ terms of reference of the CSR Committee.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the CSR Committee are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

During the Financial Year 2023-24, the Company on a voluntary basis (and not statutorily required under the applicable provisions of Section 135 of the Act and the Rules made thereunder) has made CSR contributions / Expenditure through implementing agencies/ philanthropic arms viz. '' 10,46,312/- (Rupees Ten Lakhs Forty Six Thousand Three Hundred and Twelve Only). The CSR contributions of the Company largely focuses on the broad areas such as sustainable livelihood, quality education, women empowerment etc.

CSR Report:

The CSR Report on the activities undertaken during the year is provided as Annexure 2 to the Board’s Report. The CSR Policy is available on the Company’s website at https://www. nazara.com/corporate-governance#two.

d) Stakeholders’ Relationship Committee:

As on March 31, 2024, the Stakeholders’ Relationship Committee (the “SRC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Ms. Shobha Haresh Jagtiani	Independent, Non-Executive (Chairperson)
2	Mr. Probir Kumar Roy	Independent, Non-Executive
3	Mr. Vikash Mittersain	Non-Independent, Executive

The Company Secretary & Compliance Officer of the Company act as the Secretary of the SRC.

During the year under review, there was no change in the constitution & scope/ terms of reference of the Stakeholders’ Relationship Committee.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the SRC are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

e) Risk Management Committee:

As on March 31, 2024, the Risk Management Committee (the “RMC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Ms. Shobha Jagtiani	Independent, Non-Executive (Chairperson)
2	Mr. Nitish Mittersain	Non-Independent, Executive
3	Mr. Rakesh Shah	Chief Financial Officer
4	Mr. Rajiv Ambrish Agarwal	Non Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company act as the Secretary of the RMC.

During the year under review, the Board in its meeting held on November 08, 2023 has re-constituted the RMC. Further, the Committee in its meeting held on April 26, 2024 has revised / updated the Risk Management Policy.

Pursuant to provisions of Regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee and adopted Risk Management Policy to inter alia evaluate, monitor and mitigate key risks including strategic, operational, financial,

cyber security and compliance risks & framing, implementing, monitoring and reviewing Risk Management plan, policies, systems and framework of the Company

The Policy dt. 26.04.2024 also provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. The Company has revised the Risk Management Policy and the said Policy is available on the Company’s website at https://www.nazara.com/corporate-governance#two.

The details with respect to the revised Composition, powers, roles, terms of reference, etc. of the Risk Management Committee are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

Internal Financial Control System and Risk Management:

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. The systems and procedures are periodically reviewed by the Statutory Auditors and Audit Committee to maintain the highest standards of Internal Control.

During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. MAKK & Co. (formerly known as M/s. R. Jaitlia and Co.), Chartered Accountants, Internal Auditors of the Company and post audit reviews are also carried out to ensure follow up on the observations made by the Auditors.

Risk management is an integral part of the Company’s business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Risk Management Committee oversees the risk management framework of the Company through regular and proactive intervention by identifying risks and formulating mitigation plans/strategies. Further details are provided in the Management Discussion and Analysis Report forming part of the Board’s / Annual Report.

Business Responsibility and Sustainability Report:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective forms an integral part of this Annual Report. and the policy of the Company in this regard is available on the Company’s website at https://www.nazara. com/corporate-governance#two

Corporate Governance:

Your Company is fully committed to follow the best Corporate Governance practices and maintain the highest business standards in conducting its business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, consciences transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company is compliant with the provisions relating to Corporate Governance.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Annual Report. The Report on Corporate Governance also contains necessary disclosures as required under the Act and the Listing Regulations as amended from time to time.

A Certificate from M/s. Manish Ghia & Associates, the Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations, is annexed to the Report.

Management Discussion and Analysis Report:

As per Regulation 34 of the Listing Regulations, a separate Management Discussion and Analysis Report (the “MD&A Report”) highlighting the business of your Company forms part of the Annual Report. It inter-alia, provides details about the economy, business performance review of the Company’s various businesses and other material developments during the Financial Year 2023-24.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

No significant or material order was passed by any regulator(s) or court(s) or tribunal(s) or any competent Authority(ies) which impact the going concern status and the operations of the Company in future.

Auditors & Auditor’s Reports

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, on the recommendation of the Audit Committee, M/s. M/s. MAKK & Co. (formerly known as M/s. R. Jaitlia and Co.), Chartered Accountants were appointed as Internal Auditors of the Company to conduct internal audit for the Financial Year 2023-24.

• Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, at the 20^th Annual General Meeting of the Compnay held on December 23, 2019, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No.001076N/ N500013) were appointed as the Statutory Auditors of your Company for a term of 5 (Five) consecutive years to hold office until the conclusion of the 25^th Annual General Meeting to be held in the Calendar Year 2024.

The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from continuing as an Auditors of the Company.

The Auditors’ Report is annexed to the Financial Statements and does not contain any qualifications, reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are self-explanatory and do not call for any comments.

• Secretarial Auditors:

M/s. Manish Ghia & Associates, Company Secretaries (M. No.: FCS 6252, C.P. No. 3531, Peer Review 822/2020), were appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 3.

The Secretarial Auditor in Secretarial Audit Report (the “SAR”) has observed that during the period under review, the Company has materially complied with the provisions of the Act, Rules, Regulations, Standards, Guidelines etc. except that there was a gap of 200 days between two meetings of the Risk Management Committee held on October 20, 2022 and May 08, 2023 i.e. beyond stipulated gap of 180 days mentioned in Regulation 21 (3C) of Listing Regulations.

As informed by the Management of the Company, it was the bona fide understanding of the Company that, pursuant to Regulation 21 of the Listing Regulations the 180-day gap

requirement between two RMC meetings was applicable within each year. Accordingly, during FY 2022-23, two meetings of the RMC were conducted by the Company on May 13, 2022, and October 20. 2022, respectively, with the gap between these two meetings being within 180 days, which is in compliance with the SEBI (LODR) Regulations, 2015. Based on the Company’s understanding, in FY 2023-24, the first meeting of the RMC was then conducted on May 08, 2023

As required under the Listing Regulations, the SAR of Nodwin Gaming Private Limited and Absolute Sports Private Limited, the Indian Material Unlisted Subsidiaries of the Company for the Financial Year 2023-24 also forms part of this Report and are attached as Annexure 3.

• Reporting of Frauds by the Auditors:

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143 of the Act, any instances of fraud committed against your Company by its officers and employees, details of which are required to be mentioned in the Board’s Report.

Annual Return:

Pursuant to Sections 92 and 134 of the Act , the Annual Return as on March 31, 2024 in Form MGT-7 is available on the Company’s website at https://www.nazara.com/financialsAone.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, (“Rules”) 2014, as amended from time to time, forms part of the Annual Report as Annexure 4.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules is provided in a separate section forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The said code is available on the Company’s website at https://corp.nazara. com/wp-content/uploads/2021/07/Nazara-Code-of-Fair-Disclosure-and-Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company always believes in providing a safe and harassment-free workplace for every individual working in any office of the Company through various interventions and practices. The Company endeavors to create and provide an environment that is free from any discrimination and harassment including sexual harassment.

Your Company has in place a robust Policy on Prevention of Sexual Harassment at Workplace The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Complaints Committee (“ICC”) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 as amended from time to time, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure 5.

Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial Statements relates and the date of the report:

There have been no other material changes and commitments that occurred after the closure of the Financial Year till the date of the report, which may affect the financial position of the Company, except as stated in this report.

Directors’ Responsibility Statement:

As per the provisions of Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made for the same;

b) t hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2024 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year along with its status as at the end of Financial Year:

There was no application made or any proceeding pending under IBC during the Financial Year under review against the Company.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There was no instance of one-time settlement with any Bank or Financial Institutions during the Financial Year under review.

Other disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the Financial Year under review:

i) There has been no change in the nature of business of the Company.

ii) There was no revision in the financial statements of the Company.

iii) Disclosure pertaining to maintenance of cost records as specified under the Act is not applicable to the Company.

iv) The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

v) There has been no failure in implementation of any Corporate Action.

vi) The Managing Director and the Joint Managing Director & CEO of the Company does not receive any remuneration or commission from any of its subsidiaries.

vii) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.

For and on behalf of the Board of Directors For Nazara Technologies Limited

Vikash Mittersain Nitish Mittersain

Chairman & Managing Director Joint Managing Director & CEO

DIN: 00156740 DIN: 02347434

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Mar 31, 2023

The Board of Directors of Nazara Technologies Limited (“The Company” or “Your Company” or “Nazara”) are pleased to present the 24^th Annual Report on the business operations and state of affairs of the Company together with the Audited (Consolidated and Standalone) Financial Statements for the Financial Year ended March 31, 2023.

Financial Performance:

The summary of the Company’s financial performance on a consolidated and standalone basis, for the Financial Year 2022-23 as compared to the previous Financial Year 2021-22 is as follows:

(Rs. in Million)
PARTICULARS	Consolidated		Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Continuing Operations
Revenue from Operations	10,910	6,217	230	204
Less: Total Expenditure	10,517	5,754	709	676
Profit/ (Loss) before tax & exceptional	888	699	(212)	(346)
items
Exceptional items	-	-	-	-
Profit/ (Loss) before tax	888	699	..................................(212)	(346)
Less: Tax expenses	254	192	28	(8)
Profit/ (Loss) alter tax from continuing	634	507	(240)	(338)
operations
Discontinued Operations
Profit/ (Loss) from discontinued	(20)	-	-	-
operations
Tax expense of discontinued operations	-	-	-	-
Profit/ (Loss) after tax from discontinued	(20)	-	-	-
operations
Profit/ (Loss) for the year	614	507	................................(240)	.............................(338)
Equity Share Capital	265	130	265	130
Other Equity	10,784	10,283	8,894	8,857
Net Block	5,831	4,251	9	27
Net Current Assets	9,974	9,154	3,385	3,952
Cash and Cash Equivalents (including	3,292	3,228	1,007	285
bank balances)
Earnings/ (Loss) per share (in '') (For continuing operations)
Basic	6.29	9.09	(3.64)	(5.41)
Diluted	6.27	9.09	...............................(3.64)	(5.41)
Earnings/ (Loss) per share (in '') (For discontinuing operations)
Basic	(0.31)	-	-	-
Diluted	(0.31)	-	-	-

Business Overview:

The Company is India’s only listed gaming / e-sports Company with majority ownership of number of leading gaming & e-sports brands with presence in India, United States of America (USA) and other global markets. In e-sports, Nazara has India’s leading esports platform -Nodwin; PublishME in the Turkey / MENA market; and Sportskeeda and Pro Football Network in the Sports Media Space. The Company’s offerings across the interactive gaming segments include gamified early learning ecosystems Kiddopia and Animal Jam which are global leaders in their respective segments; India’s most popular cricket simulation franchise World Cricket Championship (WCC); Classic Rummy and Halaplay in the Indian Real Money Gaming segment; and a wide portfolio of casual games distributed through telco partnerships in many emerging markets. In addition, the Company controls Datawrkz, a digital adtech company which supports its other portfolio companies as well as external clients for demand-side user acquisition and supply-side ad monetisation services.

During the financial year under review, on Standalone basis the Company has registered a turnover of '' 230 million as against '' 204 million in the previous year. The other income stood at '' 267 million as against '' 126 million in the previous year. The total expenditure stood at '' 709 million as against '' 676 million in the previous year. Your Company had registered a total comprehensive loss of '' 242 million for the financial year ended on March 31, 2023 as against comprehensive loss of '' 340 million in the previous year.

The operating and financial performance of your Company for the financial year under review has been further stated / covered in the Management Discussion and Analysis Report (MD&A Report) which forms part of the Annual Report.

Dividend:

In view of the losses during the financial year under review and in order to conserve the resources for the business requirements of the Company, the Board of Directors have not recommended any dividend for the financial year ended March 31, 2023.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”) is available on the Company’s website at https://www. nazara.com/wp-content/uploads/2021/03/Dividend-Distribution-Policy.pdf

Transfer to Reserves:

No amount has been transferred to the General Reserves of the Company for the financial year ended March 31, 2023.

Subsidiaries, Associates & Joint Venture:

As on March 31, 2023, the Company has 29 (Twenty-nine) subsidiaries including 12 (Twelve) direct subsidiaries, 17 (Seventeen) step-down subsidiaries and 02 (Two) associates companies. As on March 31, 2023, there is no Joint Venture. The detailed list of subsidiaries and associates as on March 31, 2023, is provided as Annexure 1. There has been no material change in the nature of the business activities of the subsidiaries and associates.

During the financial year under review, the following additional investments / acquisitions / disinvestments (changes) have happened in the subsidiaries / associates:

• On April 14, 2022, the Company acquired 22,499 equity shares of '' 1/- each of Datawrkz Business Solution Private Limited (“Datawrks”) along with its subsidiaries, representing 33% of the equity share capital of Datawrkz on a fully diluted basis. The total consideration for this acquisition amounted to '' 599.99 million. The consideration was discharged partly in cash, amounting to '' 350 million, and partly through issuance and allotment of 1,10,617 equity shares of '' 4/- each of the Company at a price of '' 2,260/- per share. Furthermore, on December 26, 2022, the Company has exercised its rights to acquire an additional 22% of the equity share capital of Datawrkz, on fully diluted basis. This second tranche of the acquisition is expected to close in the FY 2023-24.

• On April 20, 2022, the Company acquired an additional 71 equity shares of '' 10/- each of Paper Boat Apps Private Limited (“Paper Boat”), a material subsidiary of the Company. The total consideration for this acquisition amounted to '' 9,99,99,950/-. As a result of this acquisition, the Company’s aggregate holding of equity share in Paper Boat increased to 51.58%.

• On April 22, 2022, Nodwin Gaming Private Limited, a material subsidiary of the Company, acquired 35% equity stake in Brandscale Innovations Private Limited (“Brandscale”). This acquisition was executed through the subscription of 567 equity shares of '' 100/- each of Brandscale. The total consideration for this transaction amounted to '' 10,01,60,550/-.

• On May 04, 2022, Nodwin Gaming Private Limited, a material subsidiary of the Company, acquired an additional 19,995 equity shares of '' 10/- each of Superhero Brands Private

Limited (“Planet Superheroes”). This acquisition was made through acquisition of its equity stake. The total consideration for this transaction amounted to '' 3,49,21,250/-. As a result of this acquisition, Nodwin Gaming Private Limited’s aggregate holding in Planet Superheroes increased to 71.3% of equity on a fully diluted basis.

• On July 01, 2022, the Company subscribed to 10,000 Optionally Convertible Debentures of '' 10,000/- each issued by Brandscale Innovations Private Limited. The total aggregate amount for this subscription was '' 10,00,00,000.

• On August 29, 2022, Nazara Technologies FZ LLC (“Nazara Dubai”), a wholly owned subsidiary of the Company, incorporated a new wholly owned subsidiary called “WildWorks Holdco Inc.” a State of Delaware Corporation, United States. Additionally, on the same date, WildWorks Holdco, Inc. established a special purpose vehicle named “WildWorks Acquisition Sub Inc.” a State of Delaware Corporation, United States.

Following the incorporation, on August 29, 2022, WildWorks Acquisition Sub, Inc. entered into an Agreement and Plan of Merger with WildWorks Inc. and WildWorks Holdco Inc. The purpose of this agreement was the acquisition of 100% share capital of WildWorks Inc. from its existing stockholders through a merger between WildWorks Acquisition Sub, Inc. and WildWorks Inc. As a result of the merger between WildWorks Acquisition Sub, Inc. and WildWorks Inc., WildWorks Acquisition Sub Inc. ceased to exist. Consequently, WildWorks Inc., became a wholly owned subsidiary of WildWorks Holdco Inc. and a step-down subsidiary of both the Company and Nazara Dubai, effective from August 29, 2022.

• On September 30, 2022, the Board of Directors of Halaplay Technologies Private Limited (“Halaplay”), a subsidiary of the Company, and Openplay Technologies Private Limited (“Openplay”), a wholly-owned subsidiary of the Company, convened meetings and approved a Scheme of Arrangement (“Scheme”). The Scheme was approved under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The primary objective of the Scheme is to demerge the Fantasy Sport Business from Halaplay into Openplay. To proceed with the implementation of the Scheme, both Openplay and Halaplay have filed an application with the National Company Law Tribunal (NCLT) in Kolkata on January 26, 2023. The hearing for the scheme is currently underway at the National Company Law Tribunal (NCLT) in Kolkata.

• On September 30, 2022, Nazara Zambia Limited (“NZL”), then step down subsidiary of the Company, was struck-off from the Register of Companies, Patents and Companies Registration Agency, Zambia. As a result, NZL ceased to exist as a step down subsidiary

of the Company. It is important to note that NZL was not a material subsidiary and did not have any business operations. Therefore, the striking-off of NZL does not have any impact on the turnover or revenue of the Company.

• Nazara Uganda Limited (“NUL”), a step-down subsidiary of the Company incorporated in Uganda, has been dissolved on November 8, 2022 and ceased to exist as a step down subsidiary of the Company. It is important to note that NUL was not a material subsidiary and did not have any business operations. Therefore, the dissolution of NUL does not have any impact on the turnover or revenue of the Company.

• On November 15, 2022, the Company acquired an additional 12,323 equity shares of '' 1/- each in Absolute Sports Private Limited, a material Subsidiary of the Company. The total aggregate consideration for this acquisition amounted to '' 19,99,89,967/-. As a result of this acquisition, the Company’s equity holding in Absolute Sports Private Limited increased from 65.00% to 70.71% on fully diluted basis and consequent to the buyback of 9995 fully paid up equity shares of Re. 1/- each at a price of Rs. 16,229/-per equity share for a consideration amounting to Rs. 16,22,08,855/- , in cash, by Absolute Sports Private Limited from its existing shareholders, on proportionate basis, the Company’s equity stake stands increased from 70.71% to 74.15%, on fully diluted basis, in Absolute Sports Private Limited.

• On March 02, 2023, Absolute Sports Private Limited, a material Subsidiary of the Company, made an initial investment in Sportskeeda Inc., an entity based in Delaware, United States. This investment was made by subscribing to initial capital contribution of 1,00,00,000 shares of US$ 0.0001/- per share of Sportskeeda Inc. The total consideration for this investment amounted to US$ 1000, which was paid in cash. As a result of this transaction, Sportskeeda Inc., became a wholly owned subsidiary of Absolute Sports Private Limited and step down subsidiary of the Company.

• On March 31, 2023, Nazara Pte Limited, a wholly owned subsidiary of the Company, entered into a definitive agreement with Adbox Bangladesh to transfer its existing 100% stake in Nazara Bangladesh Limited. As a result of this transaction, Nazara Bangladesh Limited ceased to exist as a step-down subsidiary of Nazara Pte Limited and the Company, effective from March 31, 2023. It is important to note that Nazara Bangladesh Limited had no revenues or business operations. Therefore, the cessation of Nazara Bangladesh Limited does not have any impact on the turnover or revenue of the Company.

• On March 31, 2023, NZMobile Kenya Limited (“NZMobile”) entered into a definitive agreement for the termination of the shareholder’s agreement dated May 11, 2018, and subsequent amendments. This agreement was originally entered into between NZMobile, Cross Gate Limited, and the Company. Under the terms of the agreement, NZMobile had the rights to appoint a majority of directors on the Board of NZWorld Kenya Limited. However, as a result of the termination of this shareholder’s agreement, NZWorld Kenya Limited ceased to be a subsidiary of NZMobile and a step-down subsidiary of Nazara Pte Limited and the Company, effective from March 31, 2023. It is important to note NZWorld Kenya Limited had no revenues or business operations. Therefore, its cessation of NZWorld Kenya Limited does not have any impact on the turnover or revenue of the Company.

Subsequent to the Balance Sheet Date till the date of the Report:

• On April 06, 2023, Sportskeeda Inc., a wholly-owned Subsidiary of Absolute Sports Private Limited (“Absolute”), which is a material subsidiary of the Company, acquired 73.27% of the Capital Stocks of Pro Football Network Inc. The total consideration for this acquisition amounted to US$ 18,17,090.67/-. As a result of this acquisition, Pro Football Network Inc. became a subsidiary of Sportskeeda Inc., and a step down subsidiary of Absolute and the Company.

• On April 29, 2023, Nodwin Gaming Private Limited (“Nodwin”), a material subsidiary of the Company, acquired the remaining 8,032 equity shares of '' 10/- each of Superhero Brands Private Limited (“Planet Superheroes”) for a total consideration of '' 1,40,56,000/-. With this acquisition, Nodwin now holds 100% equity stake, on fully diluted basis, in Planet Superheroes. Consequently, Planet Superheroes has become a wholly owned subsidiary of Nodwin.

The salient features of the financial statements (highlighting the financial performance) of the subsidiaries and associates of the Company as required under Section 129 of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014 in the Form AOC-1 is provided at page no. 275 of the Annual Report. The standalone financial statements, consolidated financial statements along with relevant documents of the Company and separate audited financial statements of the subsidiaries and the associates of the Company are available on the website of the Company at www.nazara.com.

During the year under review, Nodwin Gaming Private Limited, Paper Boat Apps Private Limited, Absolute Sports Private Limited and Kiddopia INC., USA are the material unlisted subsidiaries of the Company. The Audit Committee and the Board of the Company periodically reviews the financial statements, significant transactions of all subsidiary Companies, and the minutes of the unlisted subsidiary Companies are placed before the Board of the Company.

Your Company in accordance with the Listing Regulations has formulated and adopted a Policy for determining ‘material subsidiaries’, which is available on the website of the Company at https://www.nazara.com/wp-content/uploads/2021/03/Policy-on-Material-Subsidiaries.pdf.

Consolidated Financial Statements:

Your Directors have pleasure in presenting the audited consolidated financial statements pursuant to Section 129 of the Companies Act, 2013, as amended from time to time (the “Act”) and Regulation 34 of the Listing Regulations. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

Share Capital:

• Authorised Share Capital:

During the financial year under review, the Authorised Share Capital of the Company has been increased from '' 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,75,00,000 (Three Crores Seventy-Five Lakhs) Equity Shares of '' 4/- (Rupees Four only) each to '' 30,00,00,000/- (Rupees Thirty Crores only) divided into 7,50,00,000 (Seven Crores Fifty Lakhs) Equity Shares of '' 4/- /- (Rupees Four only) each.

The aforesaid increase in the Authorised Share Capital was approved by the Members of the Company through a Postal Ballot on June 17, 2022.

• Paid-up Share Capital:

During the financial year under review, the Paid-up Share Capital of the Company has been increased from '' 13,04,84,908/- (Rupees Thirteen Crores Four Lakhs Eighty Four Thousands Nine Hundred Eight Only) divided into 3,26,21,227 (Three Crores Twenty Six Lakhs Twenty One Thousands Two Hundred Twenty Seven) fully paid up Equity Shares of '' 4/- (Rupees Four only) each to '' 26,46,96,368/- (Rupees Twenty Six Crores Forty Six Lakhs Ninety Six Thousands Three Hundred Sixty Eight only) divided into 6,61,74,092 (Six

Crores Sixty One Lakhs Seventy Four Thousands Ninety Two) fully paid up Equity Shares of '' 4/- (Rupees Four only) each.

During the year under review, your Company has made the allotments of 3,35,52,865 Equity Shares on Preferential / Private Placement Basis; Bonus Issue; pursuant to exercise of options under the Company’s ESOP Schemes, as stated hereunder:

Sr. No.	Date of Allotment	Type of Allotment	Issue Price (In '') per Equity Share	No. of Equity Shares Allotted
1	April 14, 2022	The allotment was made on a preferential/ private placement basis to the shareholders of Datawrkz Business Solutions Private Limited, namely Senthil Govindan, Mayank Khirwadkar, Arunprabu K, and Garale Vishal Tukaram, as part consideration for the acquisition of 22,499 equity shares of '' 1/- each of Datawrkz Business Solutions Private Limited.	2260	1,10,617
2	April 27, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	282.91	1,00,460
3	July 29, 2022	The allotment was made pursuant to issuance of Bonus Share in the ratio of 1:1 i.e. 1 (one) new fully paid up Equity Share of '' 4/ - each for every 1 (one) existing Equity Share of '' 4/-each held by the eligible Equity Shareholders. The eligibility of equity shareholders was determined based on their names appearing in the Register of Members maintained by the Company/Registrar & Share Transfer Agent or the Register of Beneficial Owners maintained by the Depositories as of June 27, 2022, which was the record date fixed for the purpose.	NA	32,832,304

Sr. No.	Date of Allotment	Type of Allotment	Issue Price (In '') per Equity Share	No. of Equity Shares Allotted
4	July 26, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	141.455	90,000
5	October 08, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	141.455	1,23,574
6	January 09, 2023	The allotment was made to the option holder who had exercised their stock options under Nazara Technologies Employee Stock Option Scheme 2020.	364	2,95,910
		Total		3,35,52,865

Employee Stock Options:

The Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Plans (ESOPs) of the Company. During the year under review, there were no changes in the ESOP schemes of the Company.

During the year under review, the Company had two operative Employee Stock Option Schemes namely Nazara Technologies Employee Stock Option Plan 2017 (“ESOP 2017”) and Nazara Technologies Employee Stock Option Scheme 2020 (“ESOP 2020”), collectively referred to as the ESOP Schemes, with an objective to reward the Eligible Employees for their performance in the Company and to share with them the wealth created by the Company.

The above-stated both the ESOP Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI (SBEB & SE) Regulation”). The Company has obtained the required certificates from the Secretarial Auditors of the Company, certifying that the Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolutions passed by the members. The said certificate is available for inspection by the members in electronic mode.

Further, during the financial year under review, all the options granted under these ESOP Schemes have been exercised and consequently the said ESOP Schemes have been terminated, as decided by the Nomination, Remuneration and Compensation Committee and the Board in their respective meetings held on May 09, 2023.

The details of ESOP Schemes as required to be disclosed under the SEBI (SBEB & SE) Regulations can be accessed at https://www.nazara.com/?page_id=5554.

Public Deposits:

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the financial year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report. All the loans given by the Company to the bodies corporate are towards business purposes.

Particulars of Contracts or Arrangements with the Related Parties:

All the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arm’s length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Act is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Company’s website and can be accessed at https://www.nazara.com/wp-content/uploads/2022/06/Policy-on-Related-Party-Transactions.pdf.

Directors and Key Managerial Personnel:

As on March 31, 2023, the Board of Directors (the “Board”) of your Company comprises of 07 (Seven) Directors comprising of a Managing Director, a Joint Managing Director & Chief Executive Officer (“CEO”) and 05 (Five) Non-Executive Directors [04 (Four) Independent Directors including 01 (One) Woman Independent Director]. The constitution of the Board of the Company is in accordance with requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

Based on the written representations received from the Directors, none of the Directors of the Company is disqualified under Section 164 of the Act.

• Independent Directors:

The Company has received requisite declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act read with the Rules framed thereunder and Regulation 16 of the Listing Regulations.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of out of pocket expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors maintained with / by the Indian Institute of Corporate Affairs.

I n the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors as an Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules made thereunder.

During the year under review, on the basis of recommendation of the Nomination, Remuneration and Compensation Committee as well as the Board of Directors of the Company Probir Kumar Roy (DIN: 00111961), Shobha Haresh Jagtiani (DIN: 00027558) and Sasha Gulu Mirchandani (DIN: 01179921), Independent Directors were re-appointed as Independent Directors for a second term of 05 (Five) consecutive years w.e.f. January 04, 2023 at the Extra-Ordinary General Meeting (the “EOGM”) of the Members of the Company held on December 30, 2022 through Video Conferencing / Other Audio Video Visual Means (“VC/OAVM”) by way of passing Special Resolutions.

• Managing Director, Joint Managing Director & Chief Executive Officer:

During the year under review, on the basis of recommendation of the Nomination, Remuneration and Compensation Committee, Audit Committee and the Board of Directors of the Company:

> Nitish Mittersain (DIN: 02347434), the Joint Managing Director was re-designated as the Joint Managing Director & Chief Executive Officer (CEO) of the Company with effect from December 01, 2022; and

> Vikash Pratapchand Mittersain (DIN: 00156740), the Managing Director and Nitish Mittersain (DIN: 02347434), the Joint Managing Director & Chief Executive Officer (CEO) (re-designated) of the Company were re-appointed as such for a term of 5 years with effect from January 17, 2023 at the Extra-Ordinary General Meeting of the Members of the Company held on December 30, 2022 through VC/OAVM by way of passing Special Resolutions.

• Retirement by Rotation:

Rajiv Agarwal (DIN: 00379990) a Director (Non-Executive, Non- Independent Director) of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholder’s approval for his re-appointment along with the required details are stated in the Notice of the 24^th AGM.

• Key Managerial Personnel:

During the year under review, Manish Agarwal, the Chief Executive Officer of the Company has resigned w.e.f. December 01, 2022 and Nitish Mittersain (DIN: 02347434), the Joint Managing Director has been re-designated as the Joint Managing Director & Chief Executive Officer (the “CEO”) of the Company.

The Board places on record its appreciation for Manish Agarwal for his contribution during his tenure as the CEO of the Company.

As on March 31, 2023, Vikash Mittersain, the Chairman & Managing Director, Nitish Mittersain, the Joint Managing Director & Chief Executive Officer, Rakesh Shah, the Chief Financial Officer and Pravesh Palod, the Company Secretary & Compliance Officer are the Key Managerial Personnel (KMPs) of the Company in accordance with the provisions of Section 203 of the Act.

Evaluation of the Performance of the Board:

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors

/ Non-Executive Directors / Executive Directors and the Chairman of your Company. In a separate meeting of Independent Directors which was held on May 08, 2023, performance of Non-Independent Directors, the Board as a whole (including the Committees) and the Chairman of the Company, was evaluated and discussed taking into account the views of Executive Directors and Non- Executive Directors, in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard.

At the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

Number of Board Meetings held:

During the year under review, the Board of Directors met 09 (Nine) times, as per the details given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, the Secretarial Standards on Board Meetings issued by the Institute of Company Secretaries of India (ICSI) and the Listing Regulations.

Remuneration Policy:

The Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, is placed on the website of the Company at https://corp.nazara.com/wp-content/uploads/2021/03/Nomination-and-Remuneration-Policy.pdf.

Committees of the Board:

The Board of your Company have formed various Committees, as per the provisions of the Act and the Listing Regulations and as a part of the best Corporate Governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on the business and for better governance and accountability, the Board has constituted the following Committees:

As on March 31, 2023, the Audit Committee comprises of the following members:

Sr. No	Name of the Member	Designation
1	Kuldeep Jain	Independent, Non-Executive (Chairman)
2	Probir Kumar Roy	Independent, Non-Executive
3	Shobha Haresh Jagtiani	Independent, Non-Executive
4	Nitish Mittersain	Non-Independent, Executive Director

The Company Secretary & Compliance Officer of the Company act as the Secretary of the Audit Committee.

During the year under review, there was no change in the constitution of the Audit Committee. The Board in its meeting held on May 09, 2023 has revised / updated the scope / term of reference of the Audit Committee.

The details with respect to the Composition, powers, revised / updated roles and terms of reference, etc. of the Audit Committee are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report concerns about unethical behavior.

The Policy enables the Directors, employees and all the stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The Audit Committee of the Company oversees / supervise a Vigil Mechanism / a Whistle Blower Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy is uploaded on the Company’s website at www.nazara.com and can be accessed at https://www.nazara. com/wp-content/uploads/2021/03/Whistle-Blower-Policy.pdf.

b) Nomination, Remuneration and Compensation Committee:

As on March 31, 2023, the Nomination Remuneration & Compensation Committee (the “NRC”) comprises of the following members

Sr. No	Name of the Members	Designation
1	Probir Kumar Roy	Independent, Non-Executive (Chairman)
2	Shobha Haresh Jagtiani	Independent, Non-Executive
3	Kuldeep Jain	Independent, Non-Executive

During the year under review, there was no change in the constitution & scope/ terms of reference of the NRC.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the NRC are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

c) Corporate Social Responsibility Committee:

As on March 31, 2023, the Corporate Social Responsibility Committee (the “CSR”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Vikash Mittersain	Non-Independent, Executive (Chairman)
2	Nitish Mittersain	Non-Independent, Executive
3	Shobha Haresh Jagtiani	Independent, Non-Executive
4	Sasha Gulu Mirachandani	Independent, Non-Executive

The Company Secretary & Compliance Officer of the Company act as a Secretary of the CSR.

During the year under review, there was no change in the constitution & scope/ terms of reference of the CSR.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the CSR are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

During the financial year 2022-23, the Company on a voluntary basis (and not statutorily required under the applicable provisions of Section 135 of the Act and the Rules made thereunder) has made CSR contributions / Expenditure basis directly and through philanthropic arms viz. '' 6,15,693/- (Rupees Six Lakhs Fifteen Thousand Six Hundred and Ninety-Three Only). The CSR Projects of the Company largely focuses on the broad areas such as sustainable livelihood, quality education, women empowerment etc.

CSR Report:

The CSR Report on the activities undertaken during the year is provided as Annexure 2 to the Report. The CSR Policy is available on the website of the Company’s website at www.nazara.com and can be accessed at https://www.nazara.com/wp-content/ uploads/2021/06/Corporate-Social-Responsibility-Policy.pdf.

d) Stakeholders Relationship Committee:

As on March 31, 2023, the Stakeholders’ Relationship Committee (the “SRC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Shobha Haresh Jagtiani	Independent, Non-Executive (Chairperson)
2	Probir Kumar Roy	Independent, Non-Executive
3	Vikash Mittersain	Non-Independent, Executive

The Company Secretary & Compliance Officer of the Company act as the Secretary of the SRC.

During the year under review, there was no change in the constitution & scope/ terms of reference of the Stakeholders’ Relationship Committee.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the SRC are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

As on March 31, 2023, the Risk Management Committee (the “RMC”) comprises of the following members:

Sr. No	Name of the Members	Designation
1	Shobha Jagtiani	Non-Executive, Independent (Chairperson)
2	Nitish Mittersain	Executive, Non-Independent
3	Rakesh Shah	Chief Financial Officer

The Company Secretary & Compliance Officer of the Company act as the Secretary of the RMC.

Pursuant to provisions of Regulation 21 of the Listing Regulations, the Company has constituted a RMC and adopted the Risk Management Policy (the “Policy”) to inter alia evaluate and monitor key risks including strategic, operational, financial, cyber security and compliance risks & framing, implementing, monitoring and reviewing Risk Management plan, policies, systems and framework of the Company.

The Policy also provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company at www.nazara.com and can be accessed at https://corp.nazara. com/wp-content/uploads/2022/03/Risk-Management-Policy.pdf.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the RMC are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Board’s / Annual Report.

Internal Financial Control Systems, its adequacy and Risk Management:

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control.

During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. R. Jaitlia and Co. (presently known as M/s. MAKK & Co.), Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made by the Auditors.

Risk Management is an integral part of the Company’s business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Risk Management Committee oversees the risk management framework of the Company through regular and proactive intervention by identifying risks and formulating mitigation plans. Further details are provided in the Management Discussion and Analysis Report Section forming part of this Report.

Business Responsibility and Sustainability Report:

In accordance with the Listing Regulations, the Board of Directors of the Company has adopted Business Responsibility and Sustainability Policy which is available on the Company’s website and can be accessed at https://corp.nazara.com/wp-content/uploads/2021/06/Business-Responsibility-Policy.pdf.

The Business Responsibility and Sustainability Report (“BRSR”) describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective forms an integral part of this Annual Report.

Corporate Governance:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, consciences transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company is compliant with the provisions relating to Corporate Governance.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act and the Listing Regulations as amended from time to time.

A Certificate from M/s. Manish Ghia & Associates, the Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations, is annexed to the Report.

Management Discussion and Analysis Report:

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and Analysis Report (the “MDAR”) highlighting the business of your Company forms part of the Annual Report. It inter-alia, provides details about the economy, business performance review of the Company’s various businesses and other material developments during the FY 2022-23.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

No significant or material orders were passed by any regulator(s) or court(s) or tribunal(s) or any competent Authority(ies) which impact the going concern status and the operations of the Company in future.

Auditors & Auditor’s Reports

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, on the recommendation of the Audit Committee, M/s. R. Jaitlia and Co. (presently known as M/s. MAKK & Co.), Chartered Accountants were appointed as the Internal Auditors to conduct internal Audit of the Company for the Financial Year 2022-23.

• Statutory Auditors:

At the 20^th Annual General Meeting held on December 23, 2019, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No.001076N/N500013) were appointed as the Statutory Auditors of your Company for a term of 05 (Five) consecutive years to hold office until the conclusion of the 25^th Annual General Meeting. The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from continuing as an Auditors of the Company.

The Auditors’ Report is annexed to the Financial Statements and does not contain any qualifications, reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are self-explanatory and do not call for any comments.

• Secretarial Auditors:

M/s. Manish Ghia & Associates, Company Secretaries (M. No.: FCS 6252, C.P. No. 3531,

Peer Review 822/2020), were appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 3.

The Secretarial Audit Report (the “SAR”) does not contain qualifications, reservations, adverse remarks or disclaimer and is unmodified.

As required under the Listing Regulations, the SAR of Paper Boat Apps Private Limited, Absolute Sports Private Limited and Nodwin Gaming Private Limited, the Indian Material Unlisted Subsidiaries of the Company for the Financial Year 2022-23 also forms part of this Report and are attached as Annexure 3.

• Reporting of Frauds by the Auditors:

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee and the Board under Section 143 of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board’s Report.

Annual Return:

Pursuant to Sections 92 and 134 of the Act , the Annual Return as on March 31, 2023 in Form MGT-7 is available on the website of the Company and can be accessed at https://corp.nazara. com/?page_id=5554.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure 4.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate section forming part of this report.

Further, the Report and the Accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company’s website and can be accessed at https://www.nazara.com/ wp-content/uploads/2023/02/NazaraCodeofFairDisclosureandCodeofConductforPrevention. pdf

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office of the Company through various interventions and practices. The Company endeavors to create and provide an environment that is free from any discrimination and harassment including sexual harassment.

Your Company has in place a robust Policy on Prevention of Sexual Harassment at workplace (“POSH”/ the “Policy”). The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Complaints Committee (“ICC”) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance and forms a part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 as amended from time to time, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure 5.

Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no other material changes and commitments that occurred after the closure of financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

Directors’ Responsibility Statement: -

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2023 and the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year along with its status as at the end of Financial year:

There was no application made or any proceeding pending against the Company under IBC during the Financial Year under review against the Company.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

The Company has not availed any loan from any Bank / Financial Institutions. There was no instance of one-time settlement with any Bank or Financial Institutions during the financial year under review.

Other disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

i) There has been no change in the nature of business of the Company.

ii) There was no revision in the financial statements of the Company.

iii) Disclosure pertaining to maintenance of cost records as specified under the Act is not applicable to the Company.

iv) The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

v) There has been no failure in implementation of any Corporate Action.

vi) The Managing Director and Joint Managing Director & CEO of the Company does not receive any remuneration or commission from any of its subsidiaries.

vii) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report (“MDAR”) as explained in a separate Section in this Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.