Notes to Accounts of Nazara Technologies Ltd.

Mar 31, 2025

(xiv) Provisions, contingent liabilities, and contingent assets

A provision is recognised when the Company has a present obligation as a result of
past events and it is probable that an outflow of resources will be required to settle
the obligation, in respect of which a reliable estimate can be made. Provisions are
measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The
discount rate used to determine the present value is a pre-tax rate that reflects the
current market assessments of time value of money and the risks specific to the
liability. The increase in the provision due to passage of time is recognised as interest
expense. The provisions are reviewed at each Balance Sheet date and adjusted to
reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise
from past events, whose existence would be confirmed by the occurrence or non¬
occurrence of one or more uncertain future events not wholly within the control
of the Company. Or a present obligation that arises from past events but is not
recognised because it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation; or the amount of the
obligation cannot be measured with sufficient reliability.

Contingent assets are not recognised in the financial statements. However disclosed
only when an inflow of economic benefits is probable.

(xv) Employee benefits

Post-employment benefits

The Company contributes to statutory provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions Act, 1952 that is a defined contribution
plan and contribution paid or payable is recognised as an expense in the year in
which the employees render services.

The Company’s obligation because of gratuity is determined based on actuarial
valuations. An actuarial valuation involves making various assumptions that may
differ from actual developments in the future. These include the determination of
the discount rate future salary increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, these liabilities are highly sensitive
to changes in these assumptions. All assumptions are reviewed at each reporting
date.

The Company recognises the following changes in the net defined benefit obligation
as an expense in the statement of profit and loss - service costs comprising current
service costs and net interest expense.

Re-measurement, comprising of actuarial gains and losses and the return on plan
assets (excluding amounts included in net interest on the net defined benefit
liability), are recognised immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur.
Re measurements are not reclassified to profit and loss in subsequent periods. Net
interest is calculated by applying the discount rate to the net defined benefit liability
or asset.

Short - term employee benefits

All employee benefits which are due within twelve months of rendering the services
are classified as short-term employee benefits. Benefits such as salaries, wages,
short term compensated absences, etc. and the expected cost of bonus, ex-gratia
are recognised in the period in which the employee renders the related service.
All short-term employee benefits are accounted on undiscounted basis during the
accounting period based on services rendered by employees.

Compensated absences

The Company has a policy on compensated absences which are both accumulating
and non-accumulating in nature. The expected cost of accumulating compensated
absences is determined by actuarial valuation performed by an independent actuary
at each Balance Sheet date using projected unit credit method on the additional
amount expected to be paid / availed as a result of the unused entitlement that
has accumulated at the Balance Sheet date. The Company presents the leave as a
current liability in the Balance Sheet, to the extent it does not have an unconditional
right to defer its settlement for 12 months after the reporting date.

Share-based payments

Employees (including senior executives) of the Company receive remuneration in
the form of share-based payments in form of employee stock options, whereby
employees render services as consideration for equity instruments (equity settled
transactions).

The cost is recognised in employee benefits expense or debited to investment
in subsidiary (in respect of employee stock options granted to an employee
rendering services to a subsidiary), together with a corresponding increase
in stock option outstanding reserves in equity over the period in which the
performance and/or service conditions are fulfilled. The cumulative expense
recognised or an increase in investment in subsidiary for equity settled transactions
at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Company’s best estimate of the number
of equity instruments that will ultimately vest. The expense or credit for a period
represents the movement in cumulative expense recognised as at the beginning
and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the conditions
being met is assessed as part of the Company’s best estimate of the number of
equity instruments that will ultimately vest. The dilutive effect of outstanding options
is reflected as additional share dilution in the computation of diluted earnings per
share.

(xvi) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss (excluding
other comprehensive income) for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the period.
The weighted average number of equity shares outstanding during the period is
adjusted for events such as bonus issue, bonus element in a right issue, shares split
and reserve share splits (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the
period attributable to equity shareholders after taking into account the after income
tax effect of interest and other financing costs associated with dilutive potential
equity shares and the weighted average number of additional equity shares that
would have been outstanding assuming the conversion of all dilutive potential equity
shares.

I n case of a bonus issue, equity shares are issued to existing shareholders for no
additional consideration. The number of equity shares outstanding before the event
is adjusted for the proportionate change in the number of equity shares outstanding
as if the event had occurred at the beginning of the earliest period reported. Due to
increase in number of shares, earnings per share declines.

(xvii) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability - or

• In the absence of a principal market, in the most advantageous market for the
asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximising the use
of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the
standalone financial statement are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical
assets or liabilities.

• Level 2 — Valuation techniques for which the lowest level input that is significant
to the fair value measurement is directly or indirectly observable.

• Level 3 — Valuation techniques for which the lowest level input that is significant
to the fair value measurement is unobservable

For the purpose of fair value disclosures, the Company has determined classes of
financial assets and liabilities on the basis of the nature, characteristics and risks of
the asset or liability and the level of the fair value hierarchy as explained above.

(xviii) Segment reporting

I n accordance with Ind AS 108, segment reporting, the Company has disclosed the
segment information in the consolidated financial statements.

(xix) Investment in subsidiaries, associates, and joint venture

The Company has accounted for its investment in subsidiaries or associates or joint
venture at cost less impairment. The Company assesses investments in subsidiaries,
associates and joint venture for impairment whenever events or changes in
circumstances indicate that the carrying amount of the investment may not be
recoverable. If any such indication exists, the Company estimates the recoverable
amount of the investment in subsidiary, associate or joint venture. The recoverable
amount of such investment is the higher of its fair value less cost of disposal (FVLCD)

and its value-in-use (VIU). The VIU of the investment is calculated using projected
future cash flows. If the recoverable amount of the investment is less than its carrying
amount, the carrying amount is reduced to its recoverable amount. The reduction is
treated as an impairment loss and is recognised in the statement of profit and loss
Investment in a subsidiary or an associate or a joint venture acquired in stages are
accounted after re-measuring the equity interest held up to the date on which control
or significant influence was first achieved, at its fair value on date of obtaining control
or significant influence.

(xx) Non-current assets held for sale

Non-current assets classified as held for sale when:

(i) They are available for immediate sale

(ii) Management is committed to a plan to sell

(iii) It is unlikely that significant changes to the plan will be made or that the plan will
be withdrawn

(iv) An active programme to locate a buyer has been initiated

(v) The asset is being marketed at a reasonable price in relation to its fair value,
and

(vi) A sale is expected to complete within 12 months from the date of classification
Non-current assets classified as held for sale are measured at the lower of:

(i) Their carrying amount immediately prior to being classified as held for sale in
accordance with the Companies accounting policy; and

(ii) Fair value less costs of disposal.

(xxi) Foreign currency transactions and balances
i. Functional currency

The financial statements are presented in Indian Rupees (''), which is the
functional currency of the Company and the currency of the primary economic
environment in which the Company operates.

ii. Transactions and translations

Transactions in foreign currencies are initially recorded by the Company at
its functional currency spot rates at the date the transaction first qualifies
for recognition. Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency spot rates of exchange at
the reporting date. Exchange differences arising on settlement or translation
of monetary items are recognised in profit or loss with the exception of the
following:

Exchange differences arising on monetary items that forms part of a reporting
entity’s net investment in a foreign operation are recognised in profit or loss in
the financial statement of the reporting entity.

Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates at the dates of the initial

transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss
on the change in fair value of the item (i.e., translation differences on items
whose fair value gain or loss is recognised in other comprehensive income or
profit or loss are also recognised in OCI or profit or loss, respectively).

(xxii) Standards issued but not yet effective

The Ministry of Corporate Affairs (MCA) notifies new standards or amendments
to the existing standards under Companies (Indian Accounting Standards) Rules
as issued from time to time. The Company has evaluated the amendment as
applicable or the company and the impact of the said amendments are expected to
be immaterial upon the financial statements.

Notes:

A One share each are held by Nominee shareholder.

B During the year, Company sold the shares of Sports Unity Private Limited, Nazara Pro
Gaming Private Limited and Crimzoncode Technologies Private Limited.

C The Company has incorporated a Wholly Owned Subsidiary named “Nazara Technologies
UK Limited” in the United Kingdom. The initial subscription cost for the shares was GBP 100

(representing 100,000 shares of GBP 0.001 each). Further, in August 2024, the Company
made an additional investment of GBP 4,236,246 for the acquisition of 4,236,246,000
shares of GBP 0.001 each, equivalent to '' 4,647 Lakhs.

D The Company on Oct 2024 has acquired additional stake of 48.42% of the equity share
capital of PaperBoat Apps Private Limited for a total cash consideration of '' 30,000 Lakhs.
Accordingly, Paper Boat become a wholly-owned subsidiary of the Company.

E On December, 2024, the Company acquired 21,830 equity shares of '' 1/- each,
representing 10.26% of the equity share capital of Absolute Sports Private Limited
(“Absolute”), from its founding shareholders for a total consideration of '' 7,273 Lakhs.
Subsequently, on January, 2025, the Company purchased an additional 19,343 equity
shares of '' 1/- each, representing 9.09% of the equity share capital of Absolute, from its
founding shareholders for a cash consideration of '' 7,273 Lakhs. Further, on February,
2025, the Company acquired 18,330 equity shares of '' 1/- each, representing 8.97% of
the equity share capital of Absolute, for a consideration of '' 6,917 Lakhs. Following these
acquisitions, the Company’s shareholding in Absolute increased to 100%, resulting in
Absolute becoming a wholly owned subsidiary of the Company.

F On December, 2024, the Company has acquired 1,000 Equity Shares of Next Wave
Multimedia Private Limited of '' 100/- each, from its Founding Shareholders for cash
consideration of '' 231 Lakhs.

G On December, 2024, the Company completed a fund infusion amounting to '' 6,398 Lakhs
into Nodwin Gaming Private Limited through the subscription of 3,454 (Three Thousand
Four Hundred and Fifty-Four) Optionally Convertible Preference Shares of '' 1/- each.

H The Company on September, 2024 has completed the infusion of primary funds
aggregating to '' 15,000 Lakhs in Moonshine Technology Private Limited by way of
subscription to its 2,87,376 Compulsorily Convertible Cumulative Preference Shares of
face value '' 10/- each. ‘The Company has also acquired 13,94,118 Equity Shares of '' 10/-
each, representing 35.07% of the equity share capital of Moonshine Technology Private
Limited for consideration of '' 60,832 Lakhs during the month of January 2025. Further on
January 17, 2025 Company has acquired additional 4,37,197 equity shares of '' 10/- each
and the consideration of '' 19,590 Lakhs has been discharged by way of issuance and
allotment of 20,52,940 equity shares of '' 4/- each of the Company at a price of '' 954.27/-
(including a premium of '' 950.27/-) per Equity Share. Pursuant to this, the Company’s
equity holding in Moonshine Technology Private Limited has increased to 46.07%, on fully

diluted basis and Moonshine Technology Private Limited continues to be an Associate of
the Company.

I On January, 2025, the Company has completed the infusion of funds aggregating to
'' 1,500 Lakhs into Datawrkz Business Solutions Private Limited by way of subscription to
its 4,959, 0.0001% Compulsorily Convertible Cumulative Preference Shares (“CCCPS”) of
face value of '' 1/- each

J On February, 2025, the Company acquired 14,999 equity shares of '' 1/- each, representing
22% of the equity share capital of Datawrkz Business Solutions Private Limited. In
accordance with the Investment Agreement, out of the total cash consideration of '' 2,100
Lakhs payable to the sellers, the Company has paid '' 1,200 Lakhs as the first tranche, with
the balance amount to be paid in accordance with the terms outlined in the Investment
Agreement.

K The Company on February, 2025 has acquired 10,12,977 equity shares of '' 10/- each,
representing 60% of the equity share capital of Funky Monkeys Play Centre Private
Limited against payment of sale consideration of '' 4,360 Lakhs.

L The Company on March 7, 2025 has Sold 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, for an aggregate
consideration of '' 10,434 Lakhs, to be discharged by Moonshine by way of issuance of its
1,99,890 Compulsory Convertible Preference Shares (“CCPS”) of face value of '' 10/- each,
subject to the compliance with the Companies Act, 2013, other applicable laws, fulfilment
of certain customary conditions precedent as agreed in the definitive agreement(s) and
the same is being approved by the shareholders of the Company. Upon completion of
the aforesaid transaction, Openplay shall cease to be a subsidiary of the Company and
shall become subsidiary of Moonshine. Presently the same has been disclosed as asset
held for sale.

M Nodwin shares subdivision of 10 shares for 1 share has been recorded and 3,454 OCPS
hold are in the process of dematerialisation.

Notes:

(a) On November 27, 2024 Board of Directors has approved the allotment of 8,959,728 fully
paid up equity shares of '' 4 each at a price of '' 954.27 per equity share, on preferential
basis, by way of private placement for an aggregate consideration of '' 85,500 Lakhs.
These shares to be allotted to 1) SBI Innovative Opportunities Fund (Scheme of SBI Mutual
Fund) 2) Junomoneta Finsol Private Limited 3) Think India Opportunities Master Fund LLP
4) Siddhartha Sacheti 5) Mithun Padam Sacheti 6) Cohesion MK Best Ideas Sub-Trust 7)
Chartered Finance & Leasing Limited 8) Discovery Global Opportunity (Mauritius) Ltd 9)
Ratnabali Investment Private Limited 10) Meenakshi Mercantiles Limited 11) Aamara Capital
Private Limited.

(b) On January 17, 2025 Board of Directors has approved the allotment of 2,052,940 fully
paid up equity shares of '' 4 each at a price of '' 954.27 per equity share for consideration
other than cash (i.e. being consideration for acquisition of 4,37,197 equity shares of '' 10
each of Moonshine Technology Private Limited), on preferential basis by way of private
placement. These shares to be allotted to 1)Bellerive Capital (BCP) 6 Limited 2) Shells
and Shores Consultancy & Holdings LLP 3) Navkiran Singh 4) Gurjeet Karan 5)Anirudh
Chaudhary 6)Avneet Rana 7)Varun Ganjoo.

(c) On February 18, 2025 Board of Directors has approved the allotment of 61,948 fully paid-
up equity shares of '' 4 each at an exercise price of '' 662/- per equity share aggregating
to '' 410 Lakhs to the option holder who has exercised the stock options under ESOP
2023.

(d) On January 17, 2024 Board of Directors approved the allotment of 2,866,474 fully paid
equity shares of '' 4 each at a price of '' 872.15 per equity share, including a premium of
'' 868.15 per share, on preferential basis, by way of private placement for an aggregate

consideration of '' 25,000 Lakhs. These shares to be allotted to 1) Kamath Associates 2)
NK squared 3) Plutus Wealth Management LLP 4) Chartered finance & leaseing Limited
5) ICICI Prudential ESG Fund 6) ICICI Prudential Flexicap Fund and 7) ICICI Prudential
Technology Fund.

(e) On October 17, 2023 Board of Directors approved the allotment of 7,142,856 fully paid
equity shares of '' 4 each at a price of '' 714 per equity share, including a premium of
'' 710 per share, on preferential basis, by way of private placement for an aggregate
consideration of '' 51,000 Lakhs. These shares to be allotted to 1) Kamath Associates 2) NK
squared 3) SBI Multicap Fund 4) SBI Magnum Global Fund 5) SBI Technology opportunity
Fund.

(c) Rights, preferences and restrictions attached to each class of shares

1 Voting rights:

The Company has only one class of equity shares having a face value of '' 4 per
share. Each holder of the equity share is entitled to one vote per share, including
bonus shares.

2 Right as to dividend:

The dividend proposed by the Board of Directors is subject to approval of the
shareholders in the ensuing annual general meeting, except in case of interim
dividend.

3 Liquidation preference:

In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held
by the shareholder

I n the event of “Liquidation Event” as defined in shareholders agreement, equity
shareholders will be entitled to receive consideration or proceed on a pro rata basis
in the proportions of their ownership in the total paid up capital of the Company on
a fully diluted basis as defined in the AOA of the Company, after distribution of all
preferential amounts.

30 | SHARE BASED PAYMENTS

(a) During the year ended March 31, 2025 Nazara ESOP 2023 scheme was in operation.

(b) Details of which are as follows:

ESOP 2023

Under the ESOP 2023, stock options of the Company were granted to chief operating
officer and head of corporate development of the company. The share options vests as
per the vesting conditions specified in the grant letter, if employees are in service until the
end of the vesting period.

The fair value of the share options was estimated at the grant date using Black Scholes
pricing model and taking into account the terms and conditions upon which the share
options were granted.

The contractual term of each option granted (comprising the vesting year and the exercise
year) is 8 year. There are no cash settlement alternatives. The Company does not have a
past practice of cash settlement for these share options.

Notes:

Financial assets and liabilities include cash and cash equivalents, tax free deposits, trade
receivables, unbilled receivables, finance lease receivables, employee and other advances,
eligible current and non-current assets, trade payables and eligible current liabilities and
non-current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled
receivables, trade payables, other current financial assets and liabilities approximate their
carrying amount largely due to the short-term nature of these instruments. Investment in mutual
funds measured using net asset values at the reporting date multiplied by the quantity held,
which represents the fair value of these instruments.

32B| FAIR VALUE HIERARCHY FOR ASSETS AND LIABILITIES

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date under current
market conditions.

The Company categorises assets and liabilities measured at fair value into one of three levels
depending on the ability to observe inputs employed in their measurement which are described
as follows:

i) Level 1

Quoted (unadjusted) prices in active markets for identical assets or liabilities.

ii) Level 2

Other techniques for which all inputs which have a significant effect on the recorded fair
values are observable, either directly or indirectly.

iii) Level 3

Techniques which use inputs that have a significant effect on the recorded fair value that
are not based on observable market data.

33 | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities include trade and other payables. The
main purpose of these financial liabilities is to finance the Company’s operations. The
Company’s principal financial assets include loans, trade and other receivables and cash
and cash equivalents that derive directly from its operations. The Company also holds
investments in mutual funds and debt instrument.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s
senior management oversees the management of these risks. The Company’s senior

management ensures that the Company’s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured
and managed in accordance with the Company’s policies and risk objectives. The Board
of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market risk comprises three types
of risk: interest rate risk, currency risk and other price risk, such as equity price risk and
commodity risk. Financial instruments affected by market risk include deposits, mutual
funds and debt investments.

(a) Equity/ investment price risk

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the
risk of changes in foreign exchange rates relates primarily to the Company’s operating
activities (when revenue or expense is denominated in a foreign currency) and the
Company’s net investments in foreign subsidiaries.

The Company did not enter into any derivative instruments for hedge or speculation. The
year end foreign currency exposures are given below:

The Company has made several strategic investments (including unlisted subsidiaries,
associates and other investee companies). Some of these are start-ups (early stage)
companies and others in their growth phase.

These unlisted investments are susceptible to market price risks (impairment) arising from
uncertainties about the performance of the gaming and other industry in India and globally,
which could impact their recoverable values. The Company manages the equity price risk
through diversification and invests across several companies. The Company’s Board of
Directors review and pre-approve all such decision to invest. In addition, at the reporting
date, the exposure to unlisted equity securities in non-current and current investments
are reviewed and evaluated by the Board. In specific, the Board review and evaluates the
unobservable inputs (i.e. long-term growth rates and weighted average cost of capital),
cash flow projections for future periods, actual performance when compared to cash flow
projections approved by respective entities Board of Directors.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The Company is exposed to
credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange
transactions and other financial instruments.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables

Trade receivables and unbilled revenue are typically unsecured and are derived from
revenue earned from customer. Credit risk is being managed by each business segment
through credit approvals, establishing credit limits and continuously monitoring the credit
worthiness of customers to which the Company grants credit terms in the normal course
of business.

On account of adoption of Ind AS 109, the Company uses expected credit loss model to

assess the impairment loss or gain. The Company uses a provision matrix to compute the
expected credit loss allowance for trade receivables and unbilled revenues. The provision
matrix takes into account factors such as default risk of industry, historical experience for
customers etc. The maximum exposure to credit risk at the reporting date is the carrying
value of each class of financial assets.

At March 31, 2025 and March 31, 2024 receivables (including unbilled) from Company’s
top 5 customers accounted for approximately 63.30% and 57.05%, respectively of all the
receivables (including unbilled) outstanding. As at March 31, 2025 receivable (including
unbilled) from one customer accounted for 24.26% of all receivable (including unbilled)
outstanding (March 31, 2024: 20.08%).

The Company evaluates that there exists concentration of risk with respect to trade
receivables due to its dependency on limited numbers of customers for a significant
portion of receivables outstanding.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the
Management. Investments of surplus funds are made only with approved counterparties
and within credit limits assigned to each counterparty. The limits are set to minimise the
concentration of risks and therefore mitigate financial loss through counterparty’s potential
failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet
at March 31, 2025 and March 31, 2024 is the carrying amounts.

3) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as
they fall due. The Company’s policy on liquidity risk is to maintain sufficient liquidity in the form
of cash and investment in liquid mutual funds to meet the Company’s operating requirements
with an appropriate level of headroom. In addition, processes and policies related to such
risks are overseen by senior management. Management monitors the Company’s net liquidity
position through rolling forecasts on the basis of expected cash flows.

34 | CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity
capital, securities premium and all other equity reserves attributable to the equity
shareholder The primary purpose is to maximise the shareholders value.

The Company manages its capital structure and makes adjustments in light of changes
in economic conditions and the requirements of the financial covenants. The capital
structure is governed by policies reviewed and approved by Board of Directors and is
periodically monitored by various matrices, including funding requirements. Company’s
motive is to be a debt free company.

36 | ASSET HELD FOR SALE

On March 07, 2025 Company has approved sale of 94.86% equity stake held by the Company
in Openplay Technologies Private Limited (“Openplay”), a subsidiary of the Company to
Moonshine Technology Private Limited (“Moonshine”), an associate of the Company, for an
aggregate consideration of '' 10,434 Lakhs, to be discharged by Moonshine by way of issuance
of its 1,99,890 Compulsory Convertible Preference Shares (“CCPS”) of face value of '' 10/- each.
Subsequent to year end on May 0 7, 2025 Company has completed transaction.

37 | OTHER SIGNIFICANT DISCLOSURES

(a) During the year, the Company does not have any transaction which is not recorded in the
books of account that has been surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act,1961). Accordingly, there are no transactions
which are not recorded in the books of accounts.

(b) The Company has not been declared a wilful defaulter by any bank or financial institution
or other lender (as defined under the Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(c) The Company does not have any charges or satisfaction of charges which is yet to be
registered with Registrar of Companies (ROC) beyond the statutory period.

(d) The Company have not traded or invested in cryptocurrency or virtual currency during the
financial year.

(e) The Company has not advanced any fund to any person or entity, including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise)
that the person or entity shall: (i) directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Company
except below.

Utilisation of loan

The details of the date and amount of funds invested in intermediary during the year
ended March 31, 2025 are as follows

(f) The Company has not received any fund from any person or entity, including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise)
that the Company shall: (i) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(g) The Company does not own any immovable properties and hence does not hold any title
deeds for immovable properties.

(h) The Company has complied with the number of layers prescribed under clause (87) of
section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of
layers) Rules, 2017.

(i) The Company does not have any Benami property, where any proceeding has been
initiated or pending against the Company for holding any Benami property.

(j) The Company has not revalued its property and equipment, right-of-use assets and
intangible assets during the year.

(k) The Company does not have any transactions with Companies which are struck off.

(l) The Board of Directors in their meeting held on November 14, 2024 has considered and
approved the Scheme of Amalgamation involving Nazara Technologies Limited (Parent
Company), and Paperboat App Private Limited (Wholly own Subsidiary). The Scheme is
subject to necessary regulatory and other approvals.

(m) The Company announced on January 20, 2025 a “Preferential Issue” of 50 Lakh fully
paid-up equity shares to Axana Estates LLP at an issue price of '' 990 per share, totalling
'' 49,500 Lakhs. Additionally, Axana Estates LLP and Plutus Wealth Management LLP,
referred to as the “Acquirers,” along with Junomoneta Finsol Private Limited as Persons
Acting in Concert, have made an open offer to acquire an additional 26% stake in the
Company.

(n) The Resolution Plan submitted by the Company for the acquisition of Smaaash
Entertainment Private Limited, which is undergoing Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016, has been approved by the
National Company Law Tribunal, Mumbai, through an order pronounced on May 07, 2025,
subject to a modification in the provisos related to the term effective date.

(o) The Company uses an accounting software for maintenance of books of accounts which
has a feature of recording audit trail (edit log) facility. Further in the previous year the audit
trail (edit logs) for accounting records was enabled from April 06, 2023. The audit trail of
previous year has been preserved by the Company as per the statutory requirements for
record retention to the extent it was enabled.

The Company uses another accounting software for payroll records which is operated by
a third-party service provider. The Company has not been able to obtain the ‘Independent
Auditor’s Assurance Report on the Description of Controls, their Design and Operating
Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports
on Controls at a Service Organisation) for the year ended March 31, 2025

As per our report of even date attached

For M S K C & Associates LLP For and on behalf of the Board of Directors of Nazara Technologies Limited

(Formerly known as M S K C & Associates) CIN: L72900MH1999PLC122970

Chartered Accountants

Firm''s Registration No.: 001595S/S000168

Ojas D. Joshi Vikash Mittersain Nitish Mittersain

Partner Chairman and Managing Director Joint Managing Director and Chief Executive Officer

Membership No: 109752 DIN-00156740 DIN-02347434

Rakesh Shah Arun Bhandari

Chief Financial Officer Company Secretary

Membership No : 8754

Place: Mumbai Place: Mumbai

Date : May 26, 2025 Date : May 26, 2025

---

Mar 31, 2024

(xii) Provisions, contingent liabilities, and contingent assets

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects the current market assessments of time value of money and the risks specific to the liability. The increase in the provision due to passage of time is recognised as interest

expense. The provisions are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company. Or a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability.

Contingent assets are not recognised in the financial statement. However, it is disclosed only when an inflow of economic benefits is probable. There are no such contingent assets or liabilities with the Company.

(xiii) Employee benefits

Post-employment benefits

The Company contributes to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952 that is a defined contribution plan and contribution paid or payable is recognised as an expense in the year in which the employees render services.

The Company’s obligation because of gratuity is determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss - service costs comprising current service costs and net interest expense.

Re-measurement, comprising of actuarial gains and losses and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit

to retained earnings through OCI in the period in which they occur. Re measurements are not reclassified to profit and loss in subsequent periods. Net interest is calculated by applying the discount rale to the net defined benefit liability or asset."

Short - term employee benefits

All employee benefits which are due within twelve months of rendering the services are classified as short-term employee benefits. Benefits such as salaries, wages, short term compensated absences, etc. and the expected cost of bonus, ex-gratia are recognised in the period in which the employee renders the related service. All short-term employee benefits are accounted on undiscounted basis during the accounting period based on services rendered by employees.

Compensated absences

The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. The Company presents the leave as a current liability in the Balance Sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date.

Share-based payments

Employees (including senior executives) of the Company receive remuneration in the form of share- based payments in form of employee stock options, whereby employees render services as consideration for equity instruments (equity settled transactions).

The cost is recognised in employee benefits expense or debited to investment in subsidiary (in respect of employee stock options granted to an employee rendering services to a subsidiary), together with a corresponding increase in stock option outstanding reserves in equity over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised or an increase in investment in subsidiary for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the

Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

(xiv) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a right issue, shares split and reserve share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders after taking into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

I n case of a bonus issue, equity shares are issued to existing shareholders for no additional consideration. The number of equity shares outstanding before the event is adjusted for the proportionate change in the number of equity shares outstanding as if the event had occurred at the beginning of the earliest period reported. Due to increase in number of shares, earnings per share declines.

(xv) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability - or

• I n the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the standalone financial statement are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For the purpose of fair value disclosures, the Company has determined classes of financial assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

(xvi) Investment in subsidiaries, associates, and joint venture

The Company has accounted for its investment in subsidiaries or associates or joint venture at cost less impairment. The Company assesses investments in subsidiaries, associates and joint venture for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be

recoverable. If any such indication exists, the Company estimates the recoverable amount of the investment in subsidiary, associate or joint venture. The recoverable amount of such investment is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of the investment is calculated using projected future cash flows. If the recoverable amount of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss Investment in a subsidiary or an associate or a joint venture acquired in stages are accounted after re-measuring the equity interest held up to the date on which control or significant influence was first achieved, at its fair value on date of obtaining control or significant influence.”

(xvii) Foreign currency transactions and balances

i. Functional currency

The financial statements are presented in Indian Rupees (''), which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates.”

ii. Transactions and translations

Transactions in foreign currencies are initially recorded by the Company at its functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies

are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of the following:

Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a foreign operation are recognised in profit or loss in the financial statement of the reporting entity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in OCI or profit or loss, respectively).

(xxi) Standards issued but not yet effective

Ministry of Corporate Affairs (‘MCA’) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

Notes:

(a) During the current year, Board of Directors at a meeting held on July 10, 2023 considered and approved increase in authorized share capital from '' 3,000 lakh to '' 5,000 lakh.

(b) During the previous year, Board of Directors approved the allotment of 110,617 fully paid up equity shares of '' 4 each at a premium of '' 2,256 per equity share to sellers, as a part of consideration for acquisition of 22,499 equity shares of '' 1 each of Datawrkz Business Solutions Private Limited (“Datawrkz”) (consisting 33% stake), on preferential basis by way of private placement.

(c) During the year ended March 31, 2023, shareholders approved the issuance of bonus shares in the ratio of 1:1 (1 bonus share for every 1 equity share held). Company has allotted 32,832,304 shares of face value of '' 4 each as bonus during the year ended March 31, 2023 through capitalisation of securities premium reserve.

(d) On October 17, 2023 Board of Directors, approved the allotment of 7,142,856 fully paid equity shares of '' 4 each at a price of '' 714 per equity share, including a premium of '' 710 per share, on preferential basis, by way of private placement for an agrregate consideration of '' 51,000 lakh. These shares to be alloted to 1) Kamath Associates 2) NK squared 3) SBI Multicap Fund 4) SBI Magnum Global Fund 5) SBI Technology opportunity Fund.

(e) On January 17, 2024 Board of Directors, approved the allotment of 2,866,474 fully paid equity shares of '' 4 each at a price of '' 872.15 per equity share, including a premium of '' 868.15 per share, on preferential basis, by way of private placement for an agrregate consideration of '' 25,000 lakh. These shares to be alloted to 1) Kamath Associates 2) NK squared 3) Plutus Wealth Management LLP 4) Chartered finance & leaseing Limited 5) ICICI Prudential ESG Fund 6) ICICI Prudential Flexicap Fund and 7) ICICI Prudential Technology Fund.

(c) Terms/rights attached to equity shares

1 Voting rights:

The Company has only one class of equity shares having a face value of ''4 per share. Each holder of the equity share is entitled to one vote per share, including bonus shares.

2 Right as to dividend:

The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend.

3 Liquidation preference:

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a) Performance obligations

Telco subscription: The performance obligation of the Company is to provide customers with content developed for applications during the subscription period which is either monthly or annually using their own WAP portal or WAP portal of other service provider, and provide support & maintenance throughout the subscription period.

Freemium: The performance obligation of the Company is satisfied when the campaigns are completed by hosting advertisements on gaming portals.

b) Timing of satisfaction of performance obligation

Revenues associated with the sales of subscriptions are deferred until the subscription service is activated by the consumer and are then recognised rateably over the subscription period as the performance obligations are satisfied. Revenues attributable to the performance-based advertising are recognised after the underlying performance obligations have been satisfied.

Notes:

1) Remuneration to key managerial personnel doesn’t include provision made for gratuity and compensated absences as they are determine on actuarial basis for the Company as a whole.

2) The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and market in which the related party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

25.1 The Company has given bank guarantee of '' Nil March 31, 2023: '' 300 Lakhs to National Stock Exchange of India Limited on account of initial public offerings and bank guarantee of '' Nil March 31, 2023: '' 500 Lakhs to Resolution Professional of Smaash Entertainment Private Limited on account of earnest money deposit.

25.2 The Company has committed minimum Guarantee of '' 105 Lakhs (March 31, 2023 : '' 808 Lakhs) towards UTV Software for the purpose of License Fees for Disney Characters.

25.3 The Company has made a commitment to invest in Lumikai Fund II for an amount of '' 819 Lakhs out of which '' 565 Lakhs is yet to be invested.

26 | LEASES

The Company’s leased assets primarily consist of leases for office premises. Leases of office premises generally have lease term between 1 to 5 years, lease rentals have an escalation of 3%. The effective interest rate for lease liabilities is 12.7%.

(b) Compensated absences

The Company accrues for the compensated absences, a long term employee benefit plan based on the entire available leave balance standing to the credit of the employees at year end. The value of such leave balance eligible for carry forward, is determined by actuarial valuation as at the Balance sheet date and is charged to statement of profit and loss in the period determined. The provision as at March 31, 2024: '' 34 Lakhs (March 31, 2023: '' 33 Lakhs).

30 | SHARE BASED PAYMENTS

(a) During the year ended March 31, 2024 Nazara ESOP 2023 scheme was in operation. Option vested under ESOP 2017 and ESOP 2020 Scheme were exercised in year ended March 31, 2023

(b) Details of which are as follows:

ESOP 2023

Under the ESOP 2023, stock options of the Company were granted to chief operating officer and head of corporate development of the Company. The share options vests as per the vesting conditions specified in the grant letter, if employees are in service until the end of the vesting period.

The fair value of the share options was estimated at the grant date using Black Scholes pricing model and , taking into account the terms and conditions upon which the share options were granted.

The contractual term of each option granted (comprising the vesting year and the exercise year) is 8 years. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

ESOP 2020

Under the ESOP 2020, stock options of the Company were granted to erstwhile Chief Executive Officer of the Company. The share options vest in two equal tranches if employees are in service until one year from the date of grant and market based conditions respectively. The fair value of the tranche 1 of share options was estimated at the grant date using Black Scholes pricing model and fair value of the tranche 2 of share options was estimated at the grant date using Monte Carlo Simulation, taking into account the terms and conditions upon which the share options were granted.

The contractual term of each tranche 1 option granted (comprising the vesting year and the exercise year) is six years and for tranche 2 is 6.5 Years. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

ESOP 2017

Under the ESOP 2017, stock options of the Company were granted to senior executives of the Company and its subsidiary employees with more than 12 months of service. The share options vest if employees are in service until one year from the date of grant. The fair value of the share options was estimated at the grant date using Black Scholes pricing model and taking into account the terms and conditions upon which the share options were granted.

The contractual term of each option granted (comprising the vesting year and the exercise year) is six years. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

Notes:

Financial assets and liabilities include cash and cash equivalents, tax free deposits, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, eligible current and non-current assets, trade payables and eligible current liabilities and non-current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled receivables, trade payables, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. Investment in mutual funds measured using net asset values at the reporting date multiplied by the quantity held, which represents the fair value of these instruments.

32B| FAIR VALUE HIERARCHY FOR ASSETS AND LIABILITIES

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:

33 | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities include trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations. The Company also holds investments in mutual funds and debt instrument.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, mutual funds and debt investments.

(a) Equity/ investment price risk

The Company has made several strategic investments (including unlisted subsidiaries, associates and other investee companies). Some of these are start-ups (early stage) companies and others in their growth phase.

These unlisted investments are susceptible to market price risks (impairment) arising from uncertainties about the performance of the gaming and other industry in India and globally, which could impact their recoverable values. The Company manages the equity price risk through diversification and invests across several companies. The Company’s Board of Directors review and pre-approve all such decision to invest. In addition, at the reporting date, the exposure to unlisted equity securities in non-current and current investments are reviewed and evaluated by the Board. In specific, the Board review and evaluates the unobservable inputs (i.e. long-term growth rates and weighted average cost of capital), cash flow projections for future periods, actual performance when compared to cash flow projections approved by respective entities Board of Directors, and sensitivity performed by an independent external valuation expert.

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.

The Company did not enter into any derivative instruments for hedge or speculation. The year end foreign currency exposures are given below:

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables

Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customer. Credit risk is being managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The provision matrix takes into account factors such as default risk of industry, historical experience for customers etc. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

At March 31, 2024 and March 31, 2023 receivables (including unbilled) from Company’s top 5 customers accounted for approximately 57.05% and 77.09%, respectively of all the receivables (including unbilled) outstanding. As at March 31, 2023 receivable (including unbilled) from one customer accounted for 20.08% of all receivable (including unbilled) outstanding (March 31, 2023: 39. 28.73%).

The Company evaluates that there exists concentration of risk with respect to trade receivables due to its dependency on limited numbers of customers for a significant portion of receivables outstanding.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Management. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2024 and March 31, 2023 is the carrying amounts.

iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as they fall due. The Company’s policy on liquidity risk is to maintain sufficient liquidity in the form of cash and investment in liquid mutual funds to meet the Company’s operating requirements with an appropriate level of headroom. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

34 | CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders. The primary purpose is to maximise the shareholders value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The capital structure is governed by policies reviewed and approved by Board of Directors and is periodically monitored by various matrices, including funding requirements. Company’s motive is to be a debt free company.

36 | OTHER SIGNIFICANT DISCLOSURES

(a) During the year, the Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act,1961). Accordingly, there are no transactions which are not recorded in the books of accounts.

(b) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(c) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(d) The Company have not traded or invested in cryptocurrency or virtual currency during the financial year.

(e) The Company has not advanced any fund to any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the person or entity shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Company.

(f) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) The Company does not own any immovable properties and hence does not hold any title deeds for immovable properties.

(h) Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(j) The Company has not revalued its property and equipment, right-of-use assets and intangible assets during the year.

(k) The Company does not have any transactions with Companies which are struck off.

(l) (j) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses an accounting software for maintenance of books of accounts which has a feature of recording audit trail (edit log) facility. However, the audit trail (edit logs) for accounting records was enabled from April 06, 2023.

The Company uses another accounting software for payroll records which is operated by a third-party service provider. The Company has not been able to obtain the ‘Independent Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organisation) for the year ended March 31, 2024.

37 | Previous year figures have been regrouped/ reclassified wherever necessary to agree with current year classification.

As per our report of even date attached

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Nazara Technologies Limited

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Nikhil Vaid Vikash Mittersain Nitish Mittersain

Partner Chairman and Managing Director Joint Managing Director and Chief Executive Officer

Membership No: 213356 DIN-00156740 DIN-02347434

Rakesh Shah Varsha Vyas

Chief Financial Officer Company Secretary

Membership No :57238

Place: Hyderabad Place: Mumbai

Date : May 24, 2024 Date : May 24, 2024

---

Mar 31, 2023

A The Company has invested '' 100 million in cash for acquiring additional 71 equity shares of '' 10 each in PaperBoat Apps Private Limited during the current year thereby holding 51.58% of controlling stake.

B The Company has invested '' 200 million in cash for acquiring additional 12,323 equity

shares of '' 1 each in Absolute Sports Private Limited during the current year thereby holding 86.54% of controlling stake.

C The Company has purchased 22,499 equity shares of '' 10 each in Datawrkz Business Solutions Private Limited (“Datawrkz”) for a consideration of '' 600 million by way of issue of it’s own 110,617 equity shares at price of '' 2,260 per share and cash of '' 350 million. With this the Company holds 33% of the issued and paid up share capital of Datawrkz on fully diluted basis. The Company has assessed that it exercises control over Datawrkz, as company has rights over reserved matters.

D The Company has invested '' 100 million in cash for acquiring 10,000 unsecured optionally convertible debenture of '' 10,000 each in step down subsidiary Brandscale Innovations Private Limited during the current year.

E During the year ended on March 31, 2022, The Company had invested '' 1,864 million for acquisition of 100 percent stake in OpenPlay Technologies Private Limited in 2 tranches as follows: a) Tranche 1 - 2,330 shares (representing 23.30% stake) by paying cash of '' 434 million and b) Tranche 2 - 7,670 shares (representing 76.70% stake) by preferential allotment of shares on private placement basis.

The Company performed impairment assessment for its investments and recorded impairment loss of '' 326 million during the year. Company has recorded impairment on investments in subsidiaries, associates and joint ventures in accordance with provisions of Ind AS 36. Carrying value of such investments is higher than recoverable amount and hence impairment loss is recorded to that extent. According to company’s best assessment there are no indications that impairment loss recognised on such asset may have decreased..

F The company invested '' 638 million for acquisition of 64.70% stake in HalaPlay Technologies Private Limited (HalaPlay). The Company had recorded impairment loss on HalaPlay of '' 178 million till March 31, 2022. During the current year, the Company identified certain indicators for impairment and has recorded additional impairment loss of '' 201 million as recoverable value of asset is determined to be lower than it’s carrying value to that extent.

G The Company had recorded impairment loss on Nextwave of '' 125 million during the current year as the Company identified certain indicators for impairment and due to which recoverable value of Nextwave was determined to be lower than it’s carrying value to this extent.

H During the previous year, the company have acquired of 1,601 equity shares of '' 10 each of Rusk Media Private Limited which was accounted as FVTPL investments . Accordingly, the company has fair valued the investment and recorded the gain of '' 37 million for the year ended March 31, 2023 (March 31, 2022 - '' 37 million).

(#) Zero represents amount less than '' one million.

1. I investments having cost of '' Nil million (March 31, 2022: '' 11 million) pertaining to SBI Magnum Medium Duration Fund Regular which was marked as lien against bank guarantee of the Company.

2. I nvestments having cost of '' 30 million (March 31, 2022: '' 30 million) pertaining to SBI Banking & PSU Fund Regular Growth has been marked as lien against the bank guarantee of the Company.

10.1 Balance with banks in current accounts includes restricted Bank Balance of '' Nil million (March 31, 2022: '' 19 million). This pertains to amount held on behalf of selling share holders who were a part of offer for sale listing of the Company. This balance is considered as restricted cash and cash equivalents as it is not available with the Company for its normal operating, investing and financing activities.

10.2 Fixed deposits of '' 50 million (March 31, 2022: '' Nil million) has been marked as lien against bank guarantee of the Company given to Resolution Professional of Smaash Entertainment Private Limited on account of earnest money deposit.

(#) Zero represents amount less than '' one million.

shares of '' 1 each of Datawrkz Business Solutions Private Limited (“Datawrkz”) (consisting 33% stake), on preferential basis by way of private placement.

(^{1 2}) During the current year, shareholders approved the issuance of bonus shares in the ratio of 1:1 (1 bonus share for every 1 equity share held). Company has allotted 32,832,304 shares of Face Value of '' 4 each as bonus during the year ended March 31, 2023 through capitalisation of Securities Premium Reserve.

(c) Terms/rights attached to equity shares

1 Voting rights:

The Company has only one class of equity shares having a face value of '' 4 per share. Each holder of the equity share is entitled to one vote per share, including bonus shares.

2 Right as to dividend:

The dividend proposed by the Board of directors is subject to approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend.

3 Liquidation preference:

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

I n the event of “Liquidation Event” as defined in shareholders agreement, equity shareholders will be entitled to receive consideration or proceed on a pro rata basis in the proportions of their ownership in the total paid up capital of the Company on a fully diluted basis as defined in the AOA of the Company, after distribution of all preferential amounts.

(d) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company refer note 30.

a) Performance obligations

Telco subscription: The performance obligation of the Company is to provide customers with content developed for applications during the subscription period which is either monthly or annualy using their own WAP portal or WAP portal of other service provider, and provide support & maintenance throughout the subscription period.

Freemium: The performance obligation of the company is satisfied when the campaigns are completed by hosting advertisements on gaming portals.

b) Timing of satisfaction of performance obligation

Revenues associated with the sales of subscriptions are deferred until the subscription service is activated by the consumer and are then recognized rateably over the subscription period as the performance obligations are satisfied. Revenues attributable to the performance-based advertising are recognized after the underlying performance obligations have been satisfied.

1) Remuneration to key managerial personnel doesn’t include provision made for gratuity and compensated absences as they are determine on actuarial basis for the Company as a whole.

2) The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and market in which the related party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

(#) Zero represents amount less than '' one million.

25.1 The Company has given bank guarantee of R 30 million (March 31, 2022: R 30 million) to National Stock Exchange of India Limited on account of initial public offerings out of total credit limit of R 50 million from standard chartered bank and bank guarantee of R 50 million (March 31, 2022: R Nil million) to Resolution Professional of Smaash Entertainment Private Limited on account of earnest money deposit.

25.2 The Company has committed minimum Guarantee of '' 81 million (March 21 : '' 105 million) towards UTV Software for the purpose of License Fees for Disney Characterse.

26 Leases

The Company’s leased assets primarily consist of leases for office premises. Leases of office premises generally have lease term between 1 to 3 years, lease rentals have an escalation of 5%. The effective interest rate for lease liabilities is 9.25%.

II) Defined benefit plan

(a) Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. This benefit is unfunded.

The following tables summarise the components of net gratuity benefit expense recognised in the statement of profit and loss and other comprehensive income.

Methods and assumptions used in preparing sensitivity and their limitations: The

liability was projected by changing certain assumptions and the total liability post the change in such assumptions have been captured in the table above. This sensitivities are based on change in one single assumption, other assumptions being constant. In practice, scenario may involve change in several assumptions where the stressed defined benefit obligation may be significantly impacted.

(b) Compensated Absences

The Company accrues for the compensated absences, a long term employee benefit plan based on the entire available leave balance standing to the credit of the employees at year end. The value of such leave balance eligible for carry forward, is determined by actuarial valuation as at the Balance sheet date and is charged to statement of profit and loss in the period determined. The provision as at March 31, 2023: '' 3 million (March 31, 2022: '' 3 million).

(#) Zero represents amount less than '' one million.

30 | SHARE BASED PAYMENTS

(a) During the year ended March 31, 2023 ESOP 2017 and ESOP 2020 scheme were in operation.

(b) Details of ESOP 2017 are as follows:

Under the ESOP 2017, stock options of the Company were granted to specified employees of one of its subsidiaries with more than 12 months of service. The share options vest if employees are in service until one year from the date of grant.

The fair value of the share options was estimated at the grant date using Black Scholes pricing model and, taking into account the terms and conditions upon which the share options were granted.

The contractual term of each option granted (comprising the vesting year and the exercise year) is six years. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

Note: On June 17, 2022, shareholders approved the issuance of bonus shares in the ratio of 1:1 (1 bonus shares for every 1 equity shares held). Purshuant to this, the board of directors approved adjustment to exercise price and and number of stock options to all outstanding stock options which are fully exercised during the year.

ESOP 2020

Under the ESOP 2020, stock options of the Company were granted to ex Chief Executive Officer of the Company. The share options vest in two equal tranches, if employees are in service until one year from the date of grant.

The fair value of the tranche 1 of share options was estimated at the grant date using Black Scholes pricing model and fair value of the tranche 2 of share options was estimated at the grant date using Monte Carlo Simulation, taking into account the terms and conditions upon which the share options were granted.

The contractual term of each tranche granted (comprising the vesting year and the exercise year) is six years and for tranche 2 is 6.5 Years. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

Note: On June 17, 2022, shareholders approved the issuance of bonus shares in the ratio of 1:1 (1 bonus shares for every 1 equity shares held). Purshuant to this, the board of directors approved adjustment to exercise price and number of stock options to all outstanding stock options which are exercised during the year.

eligible current and non-current assets, trade payables, and eligible current liabilities and non-current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled receivables, trade payables, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. Investment in mutual funds measured using net asset values at the reporting date multiplied by the quantity held, which represents the fair value of these instruments.

31 | SEGMENT INFORMATION

The Company publishes these standalone financial statements along with consolidated financial statements. In accordance with provisions of Ind AS 108 - ‘Operating Segments’, Company has disclosed its segnment information in consolidated financial statements.

32B| FAIR VALUE HIERARCHY FOR ASSETS AND LIABILITIESFair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:

i) Level 1

Quoted (unadjusted) prices in active markets for identical assets or liabilities.

ii) Level 2

Other techniques for which all inputs which have a significant effect on the recorded fair values are observable, either directly or indirectly.

iii) Level 3

Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

Financial assets and liabilities include cash and cash equivalents, tax free deposits, trade receivables, unbilled receivables, finance lease receivables, employee and other advances,

(#) Zero represents amount less than '' one million.

33 | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities include trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds investments in mutual funds and debt instrument.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management

ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, mutual funds and debt investments.

The following assumptions have been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as at March 31, 2023 and March 31, 2022

(a) Equity/ Investment price risk

The Company has made several strategic investments (including unlisted subsidiaries, associates and other investee companies). Some of these are start ups (early stage) companies and others in their growth phase.

These unlisted investments are susceptible to market price risks (impairment) arising from uncertainties about the performance of the gaming and other industry in India and globally, which could impact their recoverable values. The Company manages the equity price risk through diversification and invests across several companies. The Company’s Board of Directors review and pre-approve all such decision to invest. In addition, at the reporting date, the exposure to unlisted equity securities in non-current and current investments are reviewed and evaluated by the Board. In specific, the Board review and evaluates the unobservable inputs (i.e. long-term growth rates and weighted average cost of capital), cash flow projections for 5 years, actual performance when compared to cash flow projections approved by respective entities Board of Directors, and sensitivity performed by an independent external valuation expert.

(ii) Credit risk

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.

The Company did not enter into any derivative instruments for hedge or speculation. The year

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables

Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customer. Credit risk is being managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The provision matrix takes into account factors such as default risk of industry, historical experience for customers etc. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

At March 31, 2023 and March 31, 2022 receivables (including unbilled) from Company’s top 5 customers accounted for approximately 77.09% and 90.84%, respectively of all the receivables (including unbilled) outstanding. As at March 31, 2023 receivable (including unbilled) from one customer accounted for 28.73% of all receivable (including unbilled) outstanding (March 31, 2022: 39.72%).

The Company evaluates that there exists concentration of risk with respect to trade receivables due to its dependency on limited numbers of customers for a significant portion of receivables outstanding.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Management. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2023 and March 31, 2022 is the carrying amounts.

iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as they fall due. The Company’s policy on liquidity risk is to maintain sufficient liquidity in the form of cash and investment in liquid mutual funds to meet the Company’s operating requirements with an appropriate level of headroom. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

34 | CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders. The primary purpose is to maximise the shareholders value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The capital structure is governed by policies reviewed and approved by Board of Directors and is periodically monitored by various matrices, including funding requirements. Company’s motive is to be a debt free company.

36 | OTHER SIGNIFICANT DISCLOSURES

(a) During the year, the Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Accordingly, there are no transactions which are not recorded in the books of accounts.

(b) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(c) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(d) The Company have not traded or invested in Cryptocurrency or Virtual Currency during the financial year.

(e) The Company has not advanced any fund to any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the person or entity shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Company.

(f) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) The Company does not own any immovable properties and hence does not hold any title deeds for immovable properties.

(h) Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies ( Restriction on number of layers) Rules, 2017.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(j) The Company has not revalued its property, plant and equipment, right-of-use assets and intangible assets during the year.

(k) The Company does not have any transactions with Companies which are struck off.

37 | Previous year figures have been regrouped/ reclassified wherever necessary to agree with current year classification.

1

Includes shares used for acquisition of stake in another entity. On April 13, 2022, Board of Directors approved the allotment of 110,617 fully paid up equity shares of '' 4 each at a premium

2

of '' 2,256 per equity share to sellers, as a part of consideration for acquisition of 22,499 equity