We have audited the accompanying standalone financial statements of Nazara Technologies
Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2026, and the
Statement of Profit and Loss (including Other Comprehensive loss), the Statement of Changes
in Equity and the 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 March 31,
2026, and its loss (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 SAs 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
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 we have obtained is sufficient and appropriate to provide
a basis for our opinion.
EMPHASIS OF MATTER
We draw attention to Note 5 of the accompanying standalone financial Statement, which
describes the recognition of impairment loss of ' 98,894 Lakhs on investment in one of the
associate company due to prohibition in offering of online money games pursuant to the
enactment of the Promotion and Regulation of Online Gaming Act, 2025
Our opinion is not modified in respect of this matter.
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 of the current period. 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
As described in Note 5 to the standalone financial statements, carrying value (net of
impairment) of investment in subsidiaries and associates as at March 31, 2026 is ' 1,34,038
Lakhs respectively. Further, the Company has given loans amounting to ' 25,143 Lakhs as at
March 31, 2026 to such entities as given in note 6 to standalone financial statements.
The management has noted impairment indicators in few of these entities as Company’s share in
net asset is lower than carrying value of investment as at March 31, 2026. In view of the above, the
Management of the Company has carried out an impairment testing for these identified investments
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 ' 1,07,896 Lakhs has been recognized on investment in subsidiaries and
associates as at March 31, 2026. Further, the management has recorded an impairment of
' 33 Lakhs towards loans given to an entity as at March 31, 2026.
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 MATTERS WAS ADDRESSED IN OUR AUDIT
Our audit procedures in respect of assessing the carrying value of investments & loans in
Subsidiaries and Associates 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.
• Obtained the impairment analysis carried out by the management including report of
external independent valuation expert, where used and internal valuation workings.
• 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 of the management.
• I n few cases, 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 are 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 become 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.
RESPONSIBILITIES OF MANAGEMENT AND BOARD OF DIRECTORS FOR THE
STANDALONE FINANCIAL STATEMENTS
The Company’s Management and Board of Directors are 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 Indian 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 Board of Directors of the Company 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.
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 of the
aforesaid standalone financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of
the aforesaid standalone financial statements have been kept by the Company so far
as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive
income/loss), the Statement of Changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the books of account maintained for
the purpose of preparation of the standalone financial statements.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March
31, 2026 taken on record by the Board of Directors, none of the directors are
disqualified as on March 31, 2026 from being appointed as a director in terms of
Section 164 (2) of the Act.
(f) The modification relating to the maintenance of accounts and other matters
connected therewith are as stated in paragraph 2(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 are required to be transferred to the Investor
Education and Protection Fund by the Company during the year ended
March 31, 2026.
(iv) a. The Management has represented that, to the best of it’s 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 it’s 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, 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) As stated in note 37(q) to the standalone financial statement and 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
other than exception given below 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. Additionally, the audit
trail of prior year has been preserved by the Company as per the statutory
requirements for record retention.
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
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.
3. I n our opinion, according to information, explanations given to us, the remuneration paid
or provided by the Company to its directors is within the limits laid prescribed under
Section 197 read with Schedule V of the Act.
For M S K C & Associates LLP
Chartered Accountants
ICAI Firm Registration Number - 001595S/S000168
Ojas D. Joshi
Partner
Membership No. 109752
UDIN: 26109752ANILLZ2555
Place: Mumbai
Date: 12 May 2026
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