Dear Members,

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

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

(' in Lakhs)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairman covering various aspects of the Board's functioning including adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. In a

separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole (including the Committees) and the Chairman of the Company for the year under review, was evaluated and discussed taking into account the views of Executive Directors and Non- Executive Directors, in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

Place : Mumbai Date : May 26, 2025