We have audited the accompanying standalone financial statements of Nazara Technologies
Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2025, and the
Statement of Profit and Loss, including Other Comprehensive loss, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy information and other explanatory
information (hereinafter referred to as the “standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 (“the Act’) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March
2025, and its profit including other comprehensive loss, changes in equity and its cash flows
for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements’ section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements for the year ended 31 March 2025. These
matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
Impairment assessment of investments in and loans to subsidiaries and associates (refer
note 2(v) and 2(xvi) for accounting policy)
As described in Note 5 to the standalone financial statements, carrying value (net of impairment)
of investment in subsidiaries and associates as at 31 March 2025 is ' 113,312 lakhs and
' 95,422 lakhs respectively. Further, the Company has given loans amounting to ' 18,780 lakhs
as at 31 March 2025 to such entities as given in note 6 to the standalone financial statements.
The management has noted impairment indicators in few of these entities as Company’s share
in net asset is lower than the carrying value of investment as at 31 March 2025. Consequentially,
for some loans given, the Company has determined that there has been a significant increase
in the credit risk and accordingly, has calculated lifetime ECL for such assets.
In view of the above, the Management of the Company has carried out an impairment testing
for the investments made in aforesaid entities using discounted cash flow model.
Key assumptions used in management’s assessment include estimates of future financial
performance, terminal value and discount rates, amongst others, as attributable to such
subsidiaries and associate. Based on the management’s assessment, impairment loss of
' 7,594 lakhs and ' 100 lakhs has been recognized on investments in subsidiaries, and
associates respectively as at 31 March 2025. Further, the management has recorded an
impairment of ' 33 lakhs towards loans given to an entity as at 31 March 2025.
Considering the materiality of the amounts involved and significant degree of judgement
involved in the estimates and key assumptions used in determining recoverable amount of
aforesaid investments and loans given, we have considered this matter as key audit matter.
How the Key Audit Matter was addressed in our audit
Our audit procedures in respect of assessing the carrying value of investments and loans are
included below:
• Obtained an understanding of management’s impairment process and evaluated the
design and tested operating effectiveness of controls over the impairment assessment
and carrying value of investments and loans to subsidiaries and associate.
• Obtained the impairment analysis carried out by the management including report of
external independent valuation expert, where used.
• Assessed the professional competence, objectivity and capabilities of the external
independent valuation expert, wherever, engaged by the management.
• Assessed the methodology used by the management to estimate the recoverable value
of investment and loans to subsidiaries and associates.
• Reconciled the cash flow projections used in the impairment assessment to business
plans approved by the management.
• Engaged auditor’s expert to validate the reasonableness of assumptions such as discount
rates, terminal growth rate and methodology used by the management.
• Tested the arithmetical accuracy and sensitivity analysis performed by management of
key assumptions such as discount and growth rates; and
• Assessed the appropriateness of disclosures made in the standalone financial statements
in accordance with the requirements of applicable Indian Accounting Standards.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information
comprises the Director’s report, Management Discussion and Analysis but does not include the
standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to
read the other information identified above when it becomes available and, in doing so,
consider whether such other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
When we read the Director’s report, Management Discussion and Analysis, if we conclude
that there is a material misstatement therein, we are required to communicate the matter to
those charged with governance under SA 720 ‘The Auditor’s responsibilities Relating to Other
Information’.
Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true
and fair view of the financial position, financial performance, changes in equity and cash flows
of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial
statements.
We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the
Standalone Financial Statements.
OTHER MATTER
(a) The standalone financial statements of the Company for the year ended 31 March 2024,
were audited by another auditor whose report dated 24 May 2024, expressed an
unmodified opinion on those statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give
in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) I n our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the
matters stated in the paragraph (h)(vi) below on reporting under Rule 11(g).
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive
loss, the Statement of Changes in Equity and the Statement of Cash Flow dealt with
by this Report are in agreement with the books of account
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31
March 2025, taken on record by the Board of Directors, none of the directors are
disqualified as on 31 March 2025, from being appointed as a director in terms of
Section 164 (2) of the Act.
(f) The reservation relating to the maintenance of accounts and other matters connected
therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b)
and paragraph (h)(vi) below on reporting under Rule 11(g).
(g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure C”.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements - Refer Note 25 to the standalone
financial statements.
ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. a) The Management has represented that, to the best of its knowledge and
belief, as disclosed in the Note 37(e) to the standalone financial statements,
no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) The Management has represented, that, to the best of its knowledge
and belief, as disclosed in the Note 37(f) to the standalone financial
statements, no funds have been received by the Company from any
person(s) or entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that
the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
c) Based on the audit procedures performed that have been considered
reasonable and appropriate in the circumstances, and according to the
information and explanations provided to us by the Management in this
regard nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) of Rule 11(e) as provided
under (a) and (b) above, contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
vi. Based on our examination, which included test checks, the Company has used
an accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software. Further, during the
course of our audit, we did not come across any instance of audit trail feature
being tampered with. The audit trail has been preserved by the Company as
per the statutory requirements for record retention to the extent it was enabled
and recorded in the previous year.
The accounting software used for maintenance of payroll records of the
Company is operated by a third-party software service provider. In the absence
of ‘Independent Service Auditor’s Assurance Report on the Description of
Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued
in accordance with SAE 3402, Assurance Reports on Controls at a Service
Organisation), we are unable to comment on whether audit trail feature at the
application and database level of the said software was enabled and operated
throughout the year for all relevant transactions recorded in the software
or whether there is any instance of audit trail feature being tampered with.
Additionally, we are unable to comment whether the audit trail of prior year has
been preserved by the Company as per the statutory requirements for record
retention.
3. I n our opinion, according to information, explanations given to us, the remuneration paid
by the Company to its directors is within the limits laid prescribed under Section 197 read
with Schedule V of the Act and the rules thereunder.
For M S K C & Associates LLP (Formerly known as M S K C & Associates)
Chartered Accountants
ICAI Firm Registration Number: 001595S/S000168
Ojas D. Joshi
Partner
Membership No. 109752
UDIN: 25109752BMMMGV8070
Place: Mumbai
Date: 26 May 2025
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