The Board is pleased to present the 27^th Annual Report of Nazara Technologies Limited
("the Company” or "Your Company” or "Nazara”) together with the Audited (Consolidated and
Standalone) Financial Statements of the Company for the Financial Year ended March 31, 2026.

FINANCIAL PERFORMANCE

The summary of the financial performance of the Company on a consolidated and standalone
basis, for the Financial Year 2025-26 ("the year under review”) as compared to the previous
Financial Year 2024-25 is as follows:

There were no revisions to the financial statements and the Board’s Report of the Company
during the year and there have been no material changes and commitments that affect the
financial position of the Company which have occurred between the end of the financial year
2025-26 and the date of this Report.

BUSINESS OVERVIEW

Nazara Technologies is India’s only publicly listed gaming company. Its key businesses include
Curve Games, Bluetile Games (pending necessary approvals), Kiddopia, Animal Jam, Fusebox
Games (Love Island, Big Brother, Bigg Boss), World Cricket Championship and Sportskeeda,
along with offline gaming businesses such as Funky Monkeys and Smaaash Entertainment.
Nazara also operates Datawrkz, a digital ad tech business and Absolute Sports, a sports media
platform. With presence in India, North America, and other global markets, Nazara is building a
global gaming platform with strong IP, publishing, and operating capabilities.

During the financial year ended on March 31, 2026, on a Standalone basis the Company has
registered a turnover of ' 7,384 Lakhs as against ' 3,442 Lakhs in the previous year. The
other income stood at ' 10,841 Lakhs as against ' 6,644 Lakhs in the previous year. The total
expenditure stood at ' 13,567 Lakhs as against ' 6,911 Lakhs in the previous year. Your Company
had registered a total comprehensive Loss of ' 93,500 Lakhs for the financial year ended on
March 31, 2026 as against comprehensive profit of ' 2,780 Lakhs in the previous year.

• Nazara Technologies UK Limited (“Nazara UK”), a wholly-owned subsidiary of the Company
has completed an acquisition of 100% stake in Curve Digital Entertainment Limited
(“CDEL”), for consideration not exceeding GBP 21.7 million (~ ' 247 Crores). Consequently,
CDEL became a wholly owned subsidiary of Nazara UK and a step-down subsidiary of
Company with effect from June 11, 2025;

• NODWIN, a material subsidiary of the Company, completed the acquisition of 92.30% of
the equity share capital of AFK Gaming Private Limited (“AFK”) from the Founders of AFK
and the other shareholders. Accordingly, with effect from July 01, 2025, AFK became a
wholly owned subsidiary of NODWIN and a step-down subsidiary of the Company;

• The Board, at its meeting held on July 16, 2025, approved the de-subsidiarisation of
NODWIN by way of (i) dilution of the Company’s shareholding in NODWIN, consequently,
the Company holds less than 50% of the total voting power in NODWIN, without any sale
of shares by the Company, on account of the proposed capital raise by NODWIN; and (ii)
relinquishment of controlling rights and certain other restrictive rights. Subsequently, the
members of the Company approved the aforesaid proposal through a special resolution
passed at the Extraordinary General Meeting held on August 13, 2025. Consequently,
NODWIN ceased to be a subsidiary company w.e.f. August 13, 2025 and became an
associate of the Company w.e.f. August 14, 2025. Further, all the direct/indirect subsidiaries
of NODWIN ceased to be the step-down subsidiaries of the Company;

• Sportskeeda Inc. (“Sportskeeda”), a wholly owned subsidiary of Absolute Sports Private
Limited (“Absolute”), a material subsidiary of the Company, on July 17, 2025, completed
the acquisition of all the Intellectual Property Rights including brand, domain, content, IP,
social accounts associated with Prime Timer (“Prime Timer Business”) from the Seller, for
an aggregate cash consideration of US$ 500,000/- (United States Dollars Five Hundred
Thousand Only) (equivalent to ~ ' 4.28 Crores);

• On July 30, 2025, Nazara Technologies FZ LLC (“Nazara Dubai”), a wholly owned
subsidiary of the Company, was allotted 37,461 Compulsorily Convertible Preference
Shares (“CCPS”), representing 1.54% of the share capital of Getstan Technologies Pte. Ltd.
(“STAN”) on a fully diluted basis, against payment of subscription money of US$ 1 million
(United States Dollar One million Only) (equivalent to ~ ' 8.66 Crores), in accordance with
the Share Purchase Agreement dated June 28, 2025;

• On November 12, 2025, Absolute Sports Private Limited (“Absolute / Franchise Holder”),
a wholly-owned subsidiary of the Company has entered into a Franchise Agreement (“the

Agreement”) with PWR Indian League and Tour Private Limited (“PWR /League Owner”),
for acquiring license to operate and manage the Franchise in relation to a participating
team in the ‘Indian Pickleball League’ for Mumbai territory for an annual non-refundable
franchise fee up to an amount not exceeding ' 5 Crores (Rupees Five Crores Only) and
subject to an annual escalation of 8% (eight percent) for each subsequent season/year;

• The Board of Directors at its meeting held on November 12, 2025 approved the
acquisition of 4,276 Series A Compulsorily Convertible Preference Shares of Rusk Media
Private Limited (“RMPL”), for an amount not exceeding ' 27,14,91,792/- from NODWIN, in
accordance with the Share Purchase Agreement; the said acquisition was completed on
January 30, 2026, pursuant to which the holding of the Company in Rusk has increased
to 7.18%, on a fully diluted basis;

• On March 18, 2026, Nazara Technologies UK Limited (“Nazara UK”), a wholly-owned
subsidiary of the Company, agreed to acquire 50.00049% of the share capital of Bluetile
Games, S.L. (“Bluetile”) for a consideration of US$ 88.4 million (~ '809 Crores), and
50.00033% of the share capital of Bestplay Systems, S.L. (“Bestplay”) for a consideration
of US$ 11.9 million (~ '109 Crores) payable in cash by Nazara UK to the Seller, in
accordance with the definitive agreement(s) entered on March 18, 2026 amongst the
existing shareholders and founders (“Sellers”) of Bluetile and Bestplay.

Upon completion of the aforesaid acquisition, Bluetile and Bestplay will become a
subsidiary of Nazara UK and step-down subsidiary of the Company;

• The Board of Directors, at its meeting held on March 18, 2026, approved the infusion
of funds not exceeding US$ 100.3 million (~ ' 918 Crores) into Nazara Technologies UK
Limited (“Nazara UK”), a wholly-owned subsidiary of the Company, by way of subscription
to its equity shares for an amount not exceeding US$ 40.1 million (~ ' 367 Crores) and
granting of loan(s) for an amount not exceeding US$ 60.2 million (~ ' 551 Crores), in one
or more tranches;

• On March 30, 2026, the Board of Directors approved the subscription to 1,278, Pre Series
C Compulsorily Convertible Preference Shares of face value of ' 10/- each of Rusk Media
Private Limited, representing 1.36% of share capital, on fully diluted basis for an aggregate
consideration of ' 14,98,99,176/-, to be paid in cash, in one or more tranches, in accordance
with Share Subscription Agreement (“SSA”);

• On March 30, 2026, the Company has completed the acquisition of 8,375 equity shares
of Next Wave Multimedia Private Limited (“Nextwave”), a subsidiary of the Company,
from the existing shareholders and founder for an aggregate cash consideration of
' 15,00,00,000/- in one or more tranches, in accordance with Share Purchase Agreement
(“SPA”) dated May 24, 2024, and Addendum to the SPA dated November 13, 2025.

Consequent to completion of the aforesaid acquisition, Nextwave has become a wholly
owned subsidiary of the Company with effect from March 30, 2026.

Further, the report on 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 (‘Act’) read with Rule 5 of the Companies (Accounts of
Companies) Rules, 2014, as amended from time to time, furnished in the Form AOC-1 and set
out in Annexure - II to the Board’s 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 athttps://investors.nazara.com/content/pdfs/financials/1778595340-
financial-results-may-12-2026.pdf.

During the year under review, Absolute Sports Private Limited, Kiddopia Inc., Space & Time
Group Limited, Fusebox Games Limited and Nodwin Gaming Private Limited were the material
subsidiaries of the Company. However, Nodwin Gaming Private Limited ceased to be a
subsidiary and became an associate of the Company with effect from August 14, 2025. The
Audit Committee and the Board of Directors of the Company periodically review 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.

In 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://investors.nazara.com/content/pdfs/governance/69934c6c05f2b28c36af59c7_policy-
on-material-subsidiaries.pdf.

UPDATE ON CORPORATE RESTRUCTURING:Withdrawal of Scheme of Amalgamation of Paper Boat Apps Private Limited with the Company

The Board of Directors of the Company, at its meeting held on November 14, 2024, had,
subject to the requisite approvals, approved the Scheme of Amalgamation of Paper Boat Apps

Private Limited (“Transferor Company”), a wholly-owned subsidiary of the Company, with the
Company and their respective shareholders and creditors under Sections 230 to 232 and
other applicable provisions of the Act (“Scheme”). An application in relation to the Scheme was
filed before the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”).

Subsequent to the close of the financial year under review, pending adjudication of the
aforesaid application by the NCLT, the Board of Directors, at its meeting held on May 12, 2026,
approved the withdrawal of the Scheme in view of the change in the restructuring plans of the
Company. Accordingly, the Company will file an application before the Hon’ble NCLT seeking
withdrawal of the Scheme. The Company does not expect any material financial or operational
impact arising from the withdrawal of the Scheme.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement provides the details of the performance and financial
position of each subsidiary and joint venture companies and their contributions to the overall
performance of the Company.

In accordance with the provisions of the Act, Regulation 33 of the Listing Regulations, and
applicable Indian Accounting Standards (“Ind AS”), the audited Consolidated Financial
Statements of the Company for the financial year 2025-26, together with the Auditors’ Report
forms part of this Annual Report.

SHARE CAPITAL

During the financial year under review, the authorised share capital of the Company was
increased, face value of its equity shares was sub-divided and issued, subscribed and paid-up
share capital of the Company increased. The details are as follows:

Increase in Authorised Share Capital

Pursuant to the approval of the shareholders, the authorised share capital of the Company was
increased from ' 50,00,00,000/- (Rupees Fifty Crores Only), divided into 12,50,00,000 equity
shares of face value ' 4/- (Rupees Four Only) each, to ' 80,00,00,000/- (Rupees Eighty Crores
Only), divided into 20,00,00,000 equity shares of face value ' 4/- (Rupees Four Only) each.

Sub-division of Equity Shares

Subsequently, each equity share of face value ' 4/- (Rupees Four Only) was sub-divided into
two equity shares of face value ' 2/- (Rupees Two Only) each.

Consequent upon the increase in the authorised share capital and the sub-division of equity
shares, the authorised share capital of the Company, as on the date of this Report, stands at
' 80,00,00,000/- (Rupees Eighty Crores Only), divided into 40,00,00,000 equity shares of face
value ' 2/- (Rupees Two Only) each.

Pursuant to the sub-division, the number of issued, subscribed and paid-up equity shares of
the Company increased proportionately, while the aggregate issued, subscribed and paid-up
share capital remained unchanged.

Changes in Issued, Subscribed and Paid-up Share Capital

During the financial year under review, the Company allotted equity shares on a preferential/
private placement basis and by way of a bonus issue. The movement in the issued, subscribed
and paid-up equity share capital during the financial year is set out below:

Consequent upon the aforesaid allotment of equity shares and sub-division of equity shares,
the issued, subscribed and paid-up share capital of the Company, as on the date of this
Report, stands at ' 74,09,30,048/- (Rupees Seventy-Four Crores Nine Lakhs Thirty Thousand
Forty-Eight Only), divided into 37,04,65,024 Equity Shares of face value ' 2/- (Rupees Two Only) each.

Further, the aforesaid preferential issue 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, as amended (“SEBI (SAST) Regulations”)
(“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), made a public announcement for an open offer to acquire
up to 26% of the equity share Capital of the Company in compliance with the SEBI (SAST)
Regulations.

During the year under review, upon completion of the open offer, Acquirers acquired 1,889
equity shares through the open offer and became promoters of the Company along with
existing promoters. Further, Junomoneta Finsol Private Limited being PAC with the acquirers,
Mr. Arpit Khandelwal, Mr. Mithun Padam Sacheti and Mr. Siddhartha Sacheti, being deemed PAC
were classified as members of Promoter Group of the Company pursuant to the completion of
the Open Offer.

The Board of Directors, at its meeting held on March 30, 2026, and the Members of the
Company, through a Special Resolution passed at the Extraordinary General Meeting held on
May 01, 2026, approved the issuance of 1,92,31,000 warrants (“Warrants”) on a preferential
basis to identified investors for cash consideration. Each Warrant is convertible into 1 (one)
fully paid-up equity share of the Company having a face value of ' 2/- (Rupees Two Only) at an
issue price of ' 260/- per Warrant (comprising a face value of ' 2/- and a premium of ' 258/-),
aggregating up to ' 5,00,00,60,000/-. As on the date of this report, the Company is awaiting
receipt of the in-principle approvals from the stock exchanges in relation to the proposed
preferential issue of Warrants.

EMPLOYEE STOCK OPTIONS

During the financial year under review, the Company has implemented the Nazara Technologies
Employee Stock Option Scheme 2025 (“ESOP 2025”) 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.

As on March 31, 2026, the Company has two operative employee stock option schemes,
namely the Nazara Technologies Employee Stock Option Scheme 2023 (“ESOP 2023”) and
Nazara Technologies Employee Stock Option Scheme 2025 (“ESOP 2025”).

During the year under review, there was no change in the ESOP Schemes of the Company.

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

The ESOP schemes have been formulated in accordance with the provisions of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SBEB Regulations”). The Company has obtained the requisite certificate from the
Secretarial Auditors confirming that the scheme has been implemented in compliance with the
SBEB Regulations and the resolutions passed by the members in this regard.

During the year, the Company has not granted loan to its employees for purchasing shares
of the Company. Voting rights on the shares as may be credited to employees pursuant to
exercise of stock options under ESOP 2023 and ESOP 2025 are to be exercised by them
directly or through their appointed proxy, hence, the disclosure prescribed under Section 67(3)
of the Act read with Rules issued thereunder is not applicable.

The details of the stock options granted under ESOP 2023 and ESOP 2025 and the disclosures
in compliance with the SBEB Regulations are set out in Annexure - III to this Board’s Report
and forms part of this Annual Report.

The ESOP 2023 and ESOP 2025 is being implemented in accordance with the provisions of
the Act and SBEB Regulations and are available on the Company’s website athttps://investors.
nazara.com/corporate-qovernance.

The certificate from the Secretarial Auditor on the implementation of the ESOP 2023 and ESOP
2025 in accordance with Regulation 13 of the SBEB Regulations, has been uploaded on the

Company’s website athttps://investors.nazara.com/company-announcements. The certificate
will also be available for electronic inspection by the members during the ensuing 27^th AGM of
the Company.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The registered office of your Company has been shifted from 51-54, Maker Chambers 3,
Nariman Point, Mumbai - 400021 to 11^th Floor, Avighna House, Dr. A.B. Road, Worli, Mumbai -
400018, within the territorial jurisdiction of Registrar of Companies, Mumbai and within the local
limits of Mumbai City, with effect from November 01, 2025.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2025-26, all related party transactions entered into by the Company
were in the ordinary course of business, on an arm’s length basis, in compliance with the
applicable provisions of the Act, Listing Regulations and Policy on Materiality and dealing with
Related Party Transactions.

All related party transactions, specifying the nature, value, terms and conditions of the
transactions including the arm’s length justification, were placed before the Audit Committee
for its approval and statement of all related party transactions carried out was also placed
before the Audit Committee for its review on a quarterly basis.

The details of the related party transactions are set out in Notes to the standalone financial
statements of the Company form part of this Annual Report.

During the year under review, (i) there were no related party contracts or arrangements or
transactions entered into by the Company that were not at arm’s length basis; and ii) there
were no material related party contracts or arrangements or transactions entered into by the
Company as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations.
Accordingly, no transactions are required to be reported in Form AOC-2 as per Section 134 and
188 of the Act.

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 athttps://investors.nazara.com/content/pdfs/
qovernance/6983213fc435bf8be8706e24_amended-rpt-policy_03.02.2026.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of your Company comprised of Eight (08) Directors,
including a Managing Director & Chairman, a Joint Managing Director & Chief Executive Officer
(“CEO”), an Executive Director, Four (04) Independent Directors including One (01) Woman
Independent Director and 1 (one) Non-Executive 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.

• Change in directors during the financial year

> Mr. Rajiv Agarwal (DIN: 00379990), Non-Executive Director of the Company, resigned
w.e.f. close of business hours on August 12, 2025. The Board places on record its
sincere appreciation for valuable guidance, support and contributions made by Mr.
Rajiv Agarwal during his tenure as a Director of the Company.

> On the recommendation of the NRC, the Board at its meeting held on August 12,
2025, appointed Mr. Rohit Sharma (DIN: 01738942) as a Whole-time Director and
Key Managerial Personnel of the Company, designated as Executive Director w.e.f.
August 13, 2025. Subsequently, shareholders approved his appointment by way of a
postal ballot on September 15, 2025.

Retirement by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of
the Act and the Articles of Association of the Company, Mr. Vivek Chopra (DIN: 10240558),
Non-Executive, Director of the Company, is liable to retire by rotation at the ensuing 27^th
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Board of Directors of the Company, based on the outcome of performance evaluation
and recommendation of the NRC, has recommended his re-appointment as a Director of
the Company, liable to retirement by rotation, subject to the approval of the Members of
the Company at the ensuing 27^th AGM.

The Resolution for re-appointment of Mr. Vivek Chopra (DIN: 10240558) forms part of the
AGM Notice.

Change in directors subsequent to the financial year under review

> The Board of the Company, at its meeting held on May 12, 2026, in accordance with
the applicable provisions, if any, of the Act and the Listing Regulations and based
on the recommendation of the NRC, have approved the appointment of Mr. Mithun
Padam Sacheti (DIN: 01683592) as an Additional Director in the category of Non¬
Executive Director of the Company, retire by rotation, subject to the approval of the
Members of the Company.

In the opinion of the NRC and Board of Directors of the Company, Mr. Mithun is a
seasoned business leader with strong capabilities in startup creation, scaling, and
driving business growth, which will be highly beneficial to the Company.

The Company has received the requisite declarations and confirmations under the
provisions of the Act and the SEBI Regulations from Mr. Mithun;

> The Board of the Company, at its meeting held on May 12, 2026, in accordance
with the applicable provisions, if any, of the Act and the Listing Regulations and
based on the recommendation of the NRC, have approved the appointment of
Mr. Muraarie Rajan (DIN: 02756837) as an Additional Director in the category of
Independent Director of the Company, not liable to retire by rotation, for a term of
5 (five) consecutive years commencing from May 12, 2026 to May 11, 2031 (both the
days inclusive), subject to the approval of the Members of the Company.

In the opinion of the NRC and Board of Directors of the Company, Mr. Muraarie Rajan
is a person of integrity and brings with him substantial experience in international
business, large scale of corporate restructuring, Merger & Acquisition, financial
controlling and business transformation, which will add tremendous value to the
Board in exercising his role effectively. His experience, inter alia, in leading large
scale transaction management would provide valuable perspective to the Board and
the Company.

The Company has received the requisite declarations and confirmations under
the provisions of the Act and the SEBI Regulations from Mr. Muraarie, including
confirmation with respect to his eligibility and independence, for the purpose of his
appointment as an Independent Director of the Company.

> the Board, on recommendation of the NRC, at its meeting held on May 12, 2026,
re-designated Mr. Vikash Mittersain (DIN: 00156740), as ‘Founding Chairman’ of the
Company in the category of Non-Executive Director, not liable to retire by rotation,
for a term of 5 (five) consecutive years commencing from June 01, 2026 to May 31,
2031, subject to the approval of the Members of the Company; and

> Consequent to re-designation of Mr. Vikash Mittersain and on recommendation of
the NRC, the Board, at its meeting held on May 12, 2026, has re-designated Mr.
Nitish Mittersain (DIN: 02347434) from “Joint Managing Director and Chief Executive
Officer” to “Managing Director and Chief Executive Officer” with effect from
June 01, 2026.

• Key Managerial Personnel:

During the year under review, Mr. Rohit Sharma (DIN: 01738942) has been appointed as
Whole-time Director, Key Managerial Personnel of the Company, designated as Executive
Director w.e.f. August 13, 2025.

As on March 31, 2026, Mr. Vikash Mittersain, Chairman & Managing Director, Mr. Nitish
Mittersain, Joint Managing Director & Chief Executive Officer, Mr. Rohit Sharma, Whole¬
time Director, 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.

Subsequent to the close of the financial year, Mr. Vikash Mittersain was re-designated
as Founding Chairman in the category of Non-Executive Director of the Company and
ceased to be a Key Managerial Personnel of the Company with effect from June 01, 2026.

• Declaration from Directors

None of the Directors of the Company are disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified
by the Securities and Exchange Board of India (“SEBI”), Ministry of Corporate Affairs
(“MCA”) or any other such statutory authority.

Further, none of the Directors of the Company are required to vacate office as a Director
of the Company under Section 167 of the Act.

The Company has, inter alia, received the following declarations from all the Independent
Directors confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the
Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and

c. they have registered themselves with the Independent Director’s Database
maintained by the Indian Institute of Corporate Affairs and have qualified the online
proficiency self-assessment test or are exempted from passing the test, or shall
qualify the test withing prescribed time limit, as required in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

The Board of Directors have taken on record the declaration and confirmation submitted
by the Independent Directors after undertaking due assessment of the veracity of the
same. In the opinion of the Board, the Independent Directors of the Company are persons
of integrity, possess requisite expertise, experience and relevant proficiency.

Further, an independent Practicing Company Secretary has confirmed that:

a. none of the Directors have been debarred or disqualified from being appointed and/
or continuing as Directors by the SEBI/MCA or any other such statutory authority; and

b. the Directors are independent in terms of the provisions of the Act, read with
Schedule IV and Rules issued thereunder, and the Listing Regulations.

All Board members and the Senior Management Personnel have affirmed compliance
with Code of Conduct for the financial year 2025-26.

EVALUATION OF THE PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, the NRC of the Company has
formulated the criteria for performance evaluation of the Board, its committees and individual
directors including the Independent Directors and Chairman. This structured framework covers
key aspects of the Board’s functioning including composition and adequacy of the Board
and its committees, Board culture, execution and performance of specific duties, obligations
and governance. The evaluation was conducted through structured, separate questionnaires
distributed to the Board, its Committees, individual directors, and the Chairman.

In a separate meeting of Independent Directors held on May 12, 2026, the Independent Directors
evaluated the performance of Non-Independent Directors, the Board as a whole (including
the Committees) incorporating feedback from both Executive and Non-Executive Directors.
Following this, the NRC and the Board at their respective meetings, reviewed the performance
of the Board, its Committees, and individual directors and other relevant matters were also
discussed. In line with robust corporate governance practices, the evaluation of Independent
Directors was conducted by the entire Board, excluding the Director being evaluated.

NUMBER OF BOARD MEETINGS HELD

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts familiarisation sessions for all the members of the Board including the
Independent Directors at the time of appointment and on an ongoing basis to provide them an
update on business, strategy, operations, and governance.

The details of the training and familiarisation programme are given in the Report of Corporate
Governance forming part of this Integrated Annual Report and are also available on the
Company’s website athttps://investors.nazara.com/content/pdfs/governance/1782799417-
famiiiarisation-programe-for-independent-directors-2026.pdf.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company, inter alia provides that the NRC
shall: (i) formulate the criteria for Board membership, including the appropriate mix of Executive
& Non-Executive Directors; (ii) lay down the criteria for appointment in Key Managerial
Personnel and Senior Management positions; (iii) approve and recommend compensation
packages and policies for Directors and Senior Management; and (iv) lay down the process for
the effective manner of performance evaluation of the Board, its Committees and the Individual
Directors. Salient features of the Nomination and Remuneration Policy of the Company are
outlined in the Corporate Governance Report forming part of this Annual Report. The Policy
is also available on the Company’s website athttps://investors.nazara.com/content/pdfs/
qovernance/649ab0c01b3f375a9c9c30b0_nomination-and-remuneration-policy.pdf.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Details
of the same are given in the Report of Corporate Governance forming part of this Annual
Report.

Mr. Vikash Mittersain, Chairman & Managing Director, Mr. Nitish Mittersain, Joint Managing
Director & CEO of the Company and Mr. Rohit Sharma, Whole-time Director of the Company
have not received any remuneration or commission from any of the subsidiary companies. As
the Company does not have any holding company, hence, there does not arise a circumstance
of any remuneration or commission received by them from a holding company.

The information required under Section 197 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of the Directors and
employees of the Company is set out in Annexure-IV to this Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has five Committees: Audit Committee, Nomination,
Remuneration and Compensation Committee, Corporate Social Responsibility Committee, Risk
Management Committee and Stakeholders’ Relationship Committee. Composition of these
Committees as on March 31, 2026 is as under:

Audit Committee comprised of four Directors viz. Mr. Probir Roy (Chairman), Ms. Shobha
Jagtiani, Mr. Nitish Mittersain and Mr. Sasha Mirchandani.

Nomination, Remuneration and Compensation Committee comprised of three Directors viz.
Mr. Probir Roy (Chairman), Ms. Shobha Jagtiani and Mr. Sasha Mirchandani.

Corporate Social Responsibility Committee comprised of three Directors viz. Mr. Vikash
Mittersain (Chairman), Ms. Shobha Jagtiani, Mr. Sasha Mirchandani and Mr. Nitish Mittersain.

Stakeholders Relationship Committee comprised of four Directors viz. Ms. Shobha Jagtiani
(Chairperson), Mr. Probir Roy, Mr. Vikash Mittersain and Mr. Arun Gupta.

Risk Management Committee- comprised of two Directors and the CFO viz. Ms. Shobha
Jagtiani (Chairperson), Mr. Nitish Mittersain and Mr. Rakesh Shah (CFO).

Mr. Rajiv Agarwal (DIN: 00379990), Non-Executive Director of the Company, resigned w.e.f.
close of business hours on August 12, 2025, and consequently ceased to be a member of the
Nomination, Remuneration and Compensation Committee Risk Management Committee with
effect from same date.

The composition and terms of reference of all the Committees of the Board of Directors of the
Company are in line with the provisions of the Act and the Listing Regulations.

During the year, all recommendations of the Committees were approved by the Board.

The Committee composition, terms of reference, meeting details and attendance are given in
the Report of Corporate Governance forming part of this Annual Report.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act read with the Rules made thereunder
and Regulation 22 of the Listing Regulations, the Company has established a robust Vigil
Mechanism and adopted a Whistle Blower Policy.

This Policy provides a framework for Directors, employees and other stakeholders of the
Company to report genuine concerns relating to unethical behavior, actual or suspected
fraud, or violation of the Company’s Code of Conduct, or any other improper practices. The
mechanism is designed to promote a culture of transparency, integrity and accountability, while
ensuring that concerns are addressed in a fair and timely manner.

The Policy provides adequate safeguards against victimisation of whistle blowers and ensures
protection of the confidentiality and identity of individuals reporting concerns. It also provides
direct access to the Chairman of the Audit Committee in appropriate cases. The Audit
Committee periodically reviews and oversees the implementation and effectiveness of the
Vigil Mechanism.

The Company remains committed to maintaining the highest standards of ethical, moral and
legal conduct in the conduct of its business affairs.

Whistle Blower Policy is available on the website of the Company athttps://investors.nazara.
com/content/pdfs/investor-info/649aaf841c79f9ddf6728121_whistle-blower-policy.pdf.

Corporate Social Responsibility Committee

During the financial year 2025-26, the Company has set-off an amount of ' 14,47,610/- (Rupees
Fourteen Lakhs Forty-Seven Thousand Six hundred and Ten Only) from the cumulative excess
amount spent on corporate social responsibility activities in the previous financial years against
its corporate social responsibility obligation for the year, in accordance of the provisions of
Section 135 of the Act read with applicable Rules made thereunder.

The CSR Annual Report in the prescribed format is set out in Annexure -V to this Directors’
Report. The CSR Policy of the Company is available on the website of the Companyhttps://
investors.nazara.com/content/pdfs/governance/649ab0da5d0dec0c8f553b5d_corporate-
social-responsibility-policy.pdf.

INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report
(BRSR), on Environmental, Social and Governance (ESG) disclosures, forms part of this Annual
Report and the policy of the Company in this regard is available on the Company’s website at
https://investors.nazara.com/content/pdfs/governance/649aaf61d143c3697bab3197_business-
responsibility-policy.pdf.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and
has also implemented several best governance practices. 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 read with Schedule V
of the Listing Regulations, forms part of this Annual Report.

A Certificate from M/s. Manish Ghia & Associates, the practicing Company Secretary confirming
compliance with the conditions of Corporate Governance as stipulated under Listing Regulations
forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, 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 of
the Company and its future operations.

AUDITORS & AUDITOR’S REPORTS

• Statutory Auditors

M/s. M S K C & Associates LLP, Chartered Accountants (Firm registration No. 001595S) were
appointed as the Statutory Auditors of your Company at the 25^th Annual General Meeting of
the Company held on September 30, 2024 for a term of 5 (Five) consecutive years to hold
office until the conclusion of the 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 Statutory Auditors of the Company.

The Statutory Audit Report issued by M/s. M S K C & Associates LLP does not contain
any qualifications, reservations, or adverse remarks or disclaimers on Standalone and
Consolidated Audited Financial Results of the Company for the financial year 2025-26.
The Auditors’ Report forms part of this Annual Report.

• Internal Auditors

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 2025-26.

• Secretarial Auditors

Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of
the Act read with the applicable rules made thereunder, as amended from time to time, the
Members of the Company at the 26^th Annual General Meeting held on September 29, 2025,
approved the appointment of M/s. BNP & Associates, Practicing Company Secretaries (Firm
Registration No. P2014MH037400), as the Secretarial Auditors of the Company, for a term
of 5 (five) consecutive financial years to hold office until the conclusion of the 31^st Annual

General Meeting of the Company to be held in the Calendar Year 2030.

The Secretarial Audit Report issued by M/s. BNP & Associates for the financial year 2025¬
26 is set out in Annexure - VI to the Board’s Report.

Further, pursuant to the provisions of Regulation 24A read with all the relevant SEBI
Circular, the Secretarial Compliance Report, issued by M/s. BNP & Associates, confirming
that the Company had complied with all applicable SEBI Regulations/ circulars/guidelines
during the financial year ended March 31, 2026, was filed with the stock exchanges.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year
2025-26, do not contain any qualifications, reservations, adverse remarks or disclaimer.

As required under the Listing Regulations, the Secretarial Audit Reports of Absolute Sports
Private Limited and NODWIN Gaming Private Limited, Indian material unlisted subsidiaries of
the Company for the Financial Year 2025-26 are set out in Annexure - VII to the Board’s
Report.

• Reporting of Frauds by the Auditors

During the year under review, none of the Auditors of the Company have identified and
reported any fraud as specified under the second proviso of Section 143(12) of the Act.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act read with the Companies (Management and
Administration) Rules, 2014, the Annual Return as on March 31, 2026 in Form MGT-7 is available
on the website of the Company athttps://investors.nazara.com/financials

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has formulated a Policy for prevention,
prohibition and redressal of sexual harassment at workplace (“POSH Policy”) and set up Internal
Complaints Committees to redress complaints relating to sexual harassment at workplace.

Your Company always believes in providing a safe and harassment-free workplace for every
individual working in the 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.

There is an Internal Complaints Committee which is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the Policy.

During the year under review, no complaint was filed, disposed of and pending.

REGISTRAR AND SHARE TRANSFER AGENT

MUFG Intime India Private Limited (formerly Link Intime India Private Limited) is the Registrar and
Share Transfer Agent of the Company.

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 details on conservation of energy, technology absorption,
foreign exchange earnings and outgo is set out in Annexure - VIII to the Board’s 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,
2026, 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, 2026 and of 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, 2026 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) t hey have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made or any proceeding pending under

Insolvency and Bankruptcy Code, 2016 against the Company.

OTHER DISCLOSURES

a. The requirement to disclose the details of the difference between the amount of the
valuation done at the time of one-time settlement and the valuation done while taking a loan
from the Banks or Financial Institutions along with the reasons thereof, are not applicable.

b. The Company has not failed to implement any Corporate Action.

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

d. The Company has not made any changes in voting rights.

e. The Company has not reduced its share capital or bought back shares.

f. The Company’s securities were not suspended for trading during the year.

g. The disclosure pertaining to the explanation for any deviation or variation in connection
with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to
the Company.

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

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

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

k. The Company has complied with all the applicable provisions related to the Maternity
Benefits Act, 1961.

l. No rating has been obtained by the Company during the year under review.
ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the shareholders for reposing unstinted
trust and confidence in the management of the Company. They would 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 and all 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
For Nazara Technologies Limited

Vikash Mittersain Nitish Mittersain

Chairman & Managing Director Joint Managing Director & CEO

DIN: 00156740 DIN: 02347434