Nazara Technologies Ltd

Business Overview:

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

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

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

Dividend:

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

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

Transfer to Reserves:

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

Subsidiaries, Associates & Joint Ventures:

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

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

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

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

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

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

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

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

• On August 03, 2023, Nodwin Gaming Private Limited ("Nodwin"), a material subsidiary of the Company has allotted 1,231 fully paid up equity shares of 10/- each at a price of 16,01,871/- (including a premium of 16,01,861/-) per Equity Share aggregating to

1,97,19,03,201/ on private placement basis for cash consideration to the Company, Pratithi Investment Trust, Krafton, Inc., Sony Group Corporation and Innopark (India) Private Limited.

• On August 11, 2023, the Company acquired additional 375 Equity shares of face value 10/- each of Nodwin Gaming Private Limited ("Nodwin"), a material subsidiary of the Company by way of (a) subscription of 158 Equity Shares of 10/- each at a consideration amounting up to 25,30,95,618/-; and (b) purchase of 217 Equity Shares of 10/- each, from its existing shareholders (i.e. Good Game Investment Trust and Jet Synthesis Private Limited) at a consideration amounting to 34,76,06,007/-. As a result of this acquisition, the Company‘s aggregate holding increased to 52.71% of the issued and paid up share capital of Nodwin, on non-diluted basis.

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

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

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

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

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

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

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

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

• On April 04, 2024, Next Wave Multimedia Private Limited ("Nextwave"), a subsidiary of the Company, has approved the acquisition of all the Intellectual Property rights pertaining to the "UTP - Ultimate Teen Patti" casual freemium card game / software and associated trademarks ("UTP - IP Assets") by way of Assignment from U Games Private Limited ("U Games / Assignor") for an aggregate consideration of INR 10,00,00,000 (Indian Rupees Ten Crores Only) inclusive of applicable taxes, if any, payable in cash, in one or more tranches. The proposed assignment is expected to be completed in the current FY 2024-25.

• On May 24, 2024, the Company has agreed to acquire additional 9,375 equity shares of

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

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

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

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

Consolidated Financial Statements:

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

• Authorised Share Capital:

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

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

• Paid-up Share Capital:

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

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

Employee Stock Options:

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

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

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

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

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

Public Deposits:

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

Particulars of Loans, Guarantees or Investments:

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

Particulars of Contracts or Arrangements with the Related Parties:

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

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

Directors and Key Managerial Personnel:

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

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

• Independent Directors:

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

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

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

• Retirement by Rotation:

Mr. Nitish Mittersain (DIN: 02347434), Joint Managing Director & Chief Executive Officer of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholder's approval for his re-appointment along with the required details are stated in the Notice of the 25^th AGM.

• Key Managerial Personnel:

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

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

Evaluation of the Performance of the Board:

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

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

Number of Board Meetings held:

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

Remuneration Policy:

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

Committees of the Board:

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

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

a) Audit Committee:

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

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

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

Vigil Mechanism /Whistle Blower Policy:

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

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

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

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

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

b) Nomination, Remuneration and Compensation Committee:

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

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

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

c) Corporate Social Responsibility Committee:

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

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

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

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

CSR Report:

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

d) Stakeholders' Relationship Committee:

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

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

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

e) Risk Management Committee:

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

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

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

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

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

Internal Financial Control System and Risk Management:

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

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

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

Business Responsibility and Sustainability Report:

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

Corporate Governance:

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

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

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

Management Discussion and Analysis Report:

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

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

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

• Internal Auditors:

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

• Statutory Auditors:

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

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

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

• Secretarial Auditors:

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

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

As informed by the Management of the Company, it was the bona fide understanding of the Company that, pursuant to Regulation 21 of the Listing Regulations the 180-day gap requirement between two RMC meetings was applicable within each year. Accordingly, during FY 2022-23, two meetings of the RMC were conducted by the Company on May 13, 2022, and October 20. 2022, respectively, with the gap between these two meetings being within 180 days, which is in compliance with the SEBI (LODR) Regulations, 2015. Based on the Company's understanding, in FY 2023-24, the first meeting of the RMC was then conducted on May 08, 2023

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

• Reporting of Frauds by the Auditors:

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

Annual Return:

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

Particulars of Employees

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

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

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

Code for Prevention of Insider Trading:

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

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

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

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

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

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

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

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

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

Directors' Responsibility Statement:

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

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

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

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

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

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

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

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

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

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

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

Other disclosures:

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

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

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

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

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

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

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

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

Cautionary Statement:

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

Acknowledgement:

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