nazara technologies ltd share price Directors report

Dear Members,

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

Financial Performance:

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

(Rs in million)

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

Business Overview:

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

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

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

Dividend:

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

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

Transfer to Reserves:

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

Subsidiaries, Associates & Joint Venture:

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

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

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

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

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

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

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

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

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

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

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

• On September 30, 2022, Nazara Zambia Limited ("NZL"), then step down subsidiary of the Company, was struck-off from the Register of Companies, Patents and Companies Registration Agency, Zambia. As a result, NZL ceased to exist as a step down subsidiary of the Company. It is important to note that NZL was not a material subsidiary and did not have any business operations. Therefore, the striking-off of NZL does not have any impact on the turnover or revenue of the Company.

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

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

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

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

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

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

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

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

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

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

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

Consolidated Financial Statements:

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

Share Capital:

• Authorised Share Capital:

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

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

• Paid-up Share Capital:

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

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

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

Sr. No. Date of Allotment	Type of Allotment	Issue Price (In Rs) per Equity Share	No. of Equity Shares Allotted
1 April 14, 2022	The allotment was made on a preferential/ private placement basis to the shareholders of Datawrkz Business Solutions Private Limited, namely Senthil Govindan, Mayank Khirwadkar, Arunprabu K, and Garale Vishal Tukaram, as part consideration for the acquisition of 22,499 equity shares of 1/- each of Datawrkz Business Solutions Private Limited.	2260	1,10,617
2 April 27, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	282.91	1,00,460
3 July 29, 2022	The allotment was made pursuant to issuance of Bonus Share in the ratio of 1:1 i.e. 1 (one) new fully paid up Equity Share of 4/ - each for every 1 (one) existing Equity Share of 4/- each held by the eligible Equity Shareholders. The eligibility of equity shareholders was determined based on their names appearing in the Register of Members maintained by the Company/Registrar & Share Transfer Agent or the Register of Beneficial Owners maintained by the Depositories as of June 27, 2022, which was the record date fixed for the purpose.	NA	32,832,304
4 July 26, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	141.455	90,000
5 October 08, 2022	The allotment was made to the option holders who had exercised their stock options under Nazara Technologies Employee Stock Option Plan 2017.	141.455	1,23,574
6 January 09, 2023	The allotment was made to the option holder who had exercised their stock options under Nazara Technologies Employee Stock Option Scheme 2020.	364	2,95,910
	Total		3,35,52,865

Employee Stock Options:

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

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

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

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

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

Public Deposits:

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

Particulars of Loans, Guarantees or Investments:

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

Particulars of Contracts or Arrangements with the Related Parties:

All the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arms 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 Companys website and can be accessed at https://www.nazara.com/wp-content/uploads/2022/06/Policy-on- Related-Party-Transactions.pdf.

Directors and Key Managerial Personnel:

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

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

• Independent Directors:

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

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

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

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

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

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

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

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

• Retirement by Rotation:

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

• Key Managerial Personnel:

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

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

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

Evaluation of the Performance of the Board:

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors/Non-Executive Directors / Executive Directors and the Chairman of your Company. In a separate meeting of Independent Directors which was held on May 08, 2023, performance of Non-Independent Directors, the Board as a whole (including the Committees) and the Chairman of the Company, was evaluated and discussed taking into account the views of Executive Directors and Non- Executive Directors, in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard.

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

Number of Board Meetings held:

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

Remuneration Policy:

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

Committees of the Board:

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

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

a) Audit Committee

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

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

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

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

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

Vigil Mechanism / Whistle Blower Policy:

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

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

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

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

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

b) Nomination, Remuneration and Compensation Committee:

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

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

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

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

c) Corporate Social Responsibility Committee:

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

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

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

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

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

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

CSR Report:

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

d) Stakeholders Relationship Committee:

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

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

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

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

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

e) Risk Management Committee:

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

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

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

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

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

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

Internal Financial Control Systems, its adequacy and Risk Management:

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

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

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

Business Responsibility and Sustainability Report:

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

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

Corporate Governance:

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

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

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

Management Discussion and Analysis Report:

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

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

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

Auditors & Auditors Reports

• Internal Auditors:

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

• Statutory Auditors:

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

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

• Secretarial Auditors:

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

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

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

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

• Reporting of Frauds by the Auditors:

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

Annual Return:

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

Particulars of Employees

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

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

Further, the Report and the Accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at 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. The Code of Fair Disclosure has been made available on the Companys website and can be accessed at https://www.nazara.com/ wp-content/uploads/2023/02/NazaraCodeofFairDisclosureandCodeofConductforPrevention. pdf

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

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

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

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

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

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

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

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

Directors Responsibility Statement: -

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

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

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

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

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

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

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

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

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

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

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

Other disclosures

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

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

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

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

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

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

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

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

Cautionary Statement:

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

Acknowledgement:

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

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

		For and on behalf of the Board of Directors
		For Nazara Technologies Limited
Place : Mumbai	Vikash Mittersain	Nitish Mittersain
Date : May 09, 2023	Chairman & Managing Director	Joint Managing Director & CEO
	DIN: 00156740	DIN: 02347434