(xiv) Provisions, contingent liabilities, and contingent assets

A provision is recognised when the Company has a present obligation as a result of
past events and it is probable that an outflow of resources will be required to settle
the obligation, in respect of which a reliable estimate can be made. Provisions are
measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The
discount rate used to determine the present value is a pre-tax rate that reflects the
current market assessments of time value of money and the risks specific to the
liability. The increase in the provision due to passage of time is recognised as interest
expense. The provisions are reviewed at each Balance Sheet date and adjusted to
reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise
from past events, whose existence would be confirmed by the occurrence or non¬
occurrence of one or more uncertain future events not wholly within the control
of the Company. Or a present obligation that arises from past events but is not
recognised because it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation; or the amount of the
obligation cannot be measured with sufficient reliability.

Contingent assets are not recognised in the financial statements. However disclosed
only when an inflow of economic benefits is probable

(xv) Employee benefits
Post-employment benefits

The Company contributes to statutory provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions Act, 1952 that is a defined contribution
plan and contribution paid or payable is recognised as an expense in the year in
which the employees render services.

The Company’s obligation because of gratuity is determined based on actuarial
valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount
rate future salary increases and mortality rates. Due to the complexities involved in the

valuation and its long-term nature, these liabilities are highly sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting date.

The Company recognises the following changes in the net defined benefit obligation
as an expense in the statement of profit and loss - service costs comprising current
service costs and net interest expense.

Re-measurement, comprising of actuarial gains and losses and the return on plan
assets (excluding amounts included in net interest on the net defined benefit liability),
are recognised immediately in the balance sheet with a corresponding debit or credit
to retained earnings through OCI in the period in which they occur. Re measurements
are not reclassified to profit and loss in subsequent periods. Net interest is calculated
by applying the discount rate to the net defined benefit liability or asset.

Short - term employee benefits

All employee benefits which are due within twelve months of rendering the services
are classified as short-term employee benefits. Benefits such as salaries, wages,
short term compensated absences, etc. and the expected cost of bonus, ex-gratia
are recognised in the period in which the employee renders the related service.
All short-term employee benefits are accounted on undiscounted basis during the
accounting period based on services rendered by employees.

Compensated absences

The Company has a policy on compensated absences which are both accumulating
and non-accumulating in nature. The expected cost of accumulating compensated
absences is determined by actuarial valuation performed by an independent actuary
at each Balance Sheet date using projected unit credit method on the additional
amount expected to be paid / availed as a result of the unused entitlement that
has accumulated at the Balance Sheet date. The Company presents the leave as a
current liability in the Balance Sheet, to the extent it does not have an unconditional
right to defer its settlement for 12 months after the reporting date.

Share-based payments

Employees (including senior executives) of the Company receive remuneration in the
form of share-based payments in form of employee stock options, whereby employees
render services as consideration for equity instruments (equity settled transactions).

The cost is recognised in employee benefits expense or debited to investment in
subsidiary (in respect of employee stock options granted to an employee rendering
services to a subsidiary), together with a corresponding increase in stock option
outstanding reserves in equity over the period in which the performance and/or
service conditions are fulfilled. The cumulative expense recognised or an increase
in investment in subsidiary for equity settled transactions at each reporting date until
the vesting date reflects the extent to which the vesting period has expired and the
Company’s best estimate of the number of equity instruments that will ultimately
vest. The expense or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period and is recognised in
employee benefits expense.

Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the conditions
being met is assessed as part of the Company’s best estimate of the number of
equity instruments that will ultimately vest. The dilutive effect of outstanding options is
reflected as additional share dilution in the computation of diluted earnings per share.

On exercise of options by employees, the Company allots equity shares directly to
the employees against the exercise price received. The amount recognised in the
Share based payment reserve for the options exercised is transferred to Securities
premium along with the exercise price received, net of any transaction costs.

(xvi) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss (excluding
other comprehensive income) for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the period.
The weighted average number of equity shares outstanding during the period is
adjusted for events such as bonus issue, bonus element in a right issue, shares split
and reserve share splits (consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the
period attributable to equity shareholders after taking into account the after income
tax effect of interest and other financing costs associated with dilutive potential equity
shares and the weighted average number of additional equity shares that would have
been outstanding assuming the conversion of all dilutive potential equity shares.

In case of a bonus issue, equity shares are issued to existing shareholders for no
additional consideration. The number of equity shares outstanding before the event
is adjusted for the proportionate change in the number of equity shares outstanding
as if the event had occurred at the beginning of the earliest period reported. Due to
increase in number of shares, earnings per share declines.

(xvii) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability - or

• I n the absence of a principal market, in the most advantageous market for the
asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximising the use
of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the
standalone financial statement are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical
assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant
to the fair value measurement is directly or indirectly observable.

• Level 3 — Valuation techniques for which the lowest level input that is significant
to the fair value measurement is unobservable

For the purpose of fair value disclosures, the Company has determined classes of
financial assets and liabilities on the basis of the nature, characteristics and risks of
the asset or liability and the level of the fair value hierarchy as explained above.

(xviii) Segment reporting

In accordance with Ind AS 108, segment reporting, the Company has disclosed the
segment information in the consolidated financial statements.

(xix) Investment in subsidiaries, associates, and joint venture

The Company has accounted for its investment in subsidiaries or associates or joint
venture at cost less impairment. The Company assesses investments in subsidiaries,
associates and joint venture for impairment whenever events or changes in
circumstances indicate that the carrying amount of the investment may not be
recoverable. If any such indication exists, the Company estimates the recoverable
amount of the investment in subsidiary, associate or joint venture. The recoverable
amount of such investment is the higher of its fair value less cost of disposal (FVLCD)
and its value-in-use (VIU). The VIU of the investment is calculated using projected
future cash flows. If the recoverable amount of the investment is less than its carrying
amount, the carrying amount is reduced to its recoverable amount. The reduction is
treated as an impairment loss and is recognised in the statement of profit and loss
Investment in a subsidiary or an associate or a joint venture acquired in stages are
accounted after re-measuring the equity interest held up to the date on which control
or significant influence was first achieved, at its fair value on date of obtaining control
or significant influence.

(xx) Non-current assets held for sale

Non-current assets classified as held for sale when:

(i) They are available for immediate sale

(ii) Management is committed to a plan to sell

(iii) It is unlikely that significant changes to the plan will be made or that the plan will
be withdrawn

(iv) An active programme to locate a buyer has been initiated

(v) The asset is being marketed at a reasonable price in relation to its fair value,
and

(vi) A sale is expected to complete within 12 months from the date of classification

Non-current assets classified as held for sale are measured at the lower of:

(i) Their carrying amount immediately prior to being classified as held for sale in
accordance with the Companies accounting policy; and

(ii) Fair value less costs of disposal.

(xxi) Foreign currency transactions and balances

i. Functional currency

The financial statements are presented in Indian Rupees ('), which is the
functional currency of the Company and the currency of the primary economic
environment in which the Company operates.

ii. Transactions and translations

Transactions in foreign currencies are initially recorded by the Company at
its functional currency spot rates at the date the transaction first qualifies for
recognition. Monetary assets and liabilities denominated in foreign currencies
are translated at the functional currency spot rates of exchange at the reporting
date. Exchange differences arising on settlement or translation of monetary
items are recognised in profit or loss with the exception of the following:
Exchange differences arising on monetary items that forms part of a
reporting entity’s net investment in a foreign operation are recognised
in profit or loss in the financial statement of the reporting entity.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates at the dates of the initial
transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss
on the change in fair value of the item (i.e., translation differences on items
whose fair value gain or loss is recognised in other comprehensive income or
profit or loss are also recognised in OCI or profit or loss, respectively).”

(xxii) Standards issued but not yet effective

The Ministry of corporate Affairs (“”MCA””) notified amendments on May 07, 2025 and
August 13, 2025 under the Companies (Indian Accounting Standards) Amendment
Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment
Rules, 2025, respectively, which is effective from annual reporting periods beginning
on or after April 01, 2025.

(a) Amendment to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangement:

The amendments to Ind AS 7 ‘Statement of Cash Flows’ and Ind AS 107 ‘Financial
Instruments: Disclosures’ clarify the characteristics of supplier finance arrangements
and require additional disclosures for such arrangements. The disclosure
requirements in the amendments are intended to assist users of financial statements
in understanding the effects of supplier finance arrangements on an entity’s liabilities,
cash flows and exposure to liquidity risk.

The Company does not have any supplier finance arrangements during the reporting
period.

(b) Amendment to Ind AS 1 - Classification of liabilities as current or non-current and
non-current liabilities with covenants:

The amendment specifies the requirements for classifying liabilities as current or
non-current in the balance sheet, and clarifies the following:

i) An entity’s right to defer settlement of a liability for at least twelve months after the
reporting period must have substance and must exist at the end of the reporting
period. The classification of a liability as current or non-current is unaffected by
the likelihood that the entity will exercise its right to defer settlement.

ii) If an entity’s right to defer settlement of a liability is subject to covenants, such
covenants affect whether that right exists at the end of the reporting period only
if the entity is required to comply with the covenant on or before the end of the
reporting period.

iii) In case of a liability that can be settled, at the option of the counterparty, by the
transfer of the entity’s own equity instruments, such settlement terms do not
affect the classification of the liability as current or non-current only if the option
is classified as an equity instrument.

These amendments have no effect on the measurement of any items in the financial
statements of the Company. The Company did not make retrospective adjustments
as a result of adopting the amendments to Ind AS 1.

c) Amendment to Ind AS 12 - Pillar-Two Tax Reforms

The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar
Two legislation has not yet been enacted in any of the jurisdiction in which the
Company operates.

d) Amendment to Ind AS 21-Lack of exchangeability

The Amendments introduces requirement to assess when a currency is
exchangeable into another currency and when it is not. The amendment requires
an entity to estimate the spot exchange rate when it concludes that a currency is
not exchangeable into another currency. These amendments had no effect on the
financial statements of the Company.

Amendment to Ind AS 1 ‘Presentation of Financial Statements’- Classification of
Liabilities as current or non-current and non-current liabilities with covenants:

The amendment includes specific provisions that will take effect for reporting periods
beginning on or after April 01, 2026, retrospectively, as outlined below:

a) Breach of material covenant for long-term loan arrangement on or before end
of reporting period with effect that liability becomes payable on demand as on
reporting date, then it shall be classified as current liability, if lender agreed after
reporting period and before approval of financial statements to not demand
payment as a consequence of breach.

b) Classify as non-current liability, if lender agreed by end of reporting period to
provide grace period ending at least 12 months after reporting period within
which entity can rectify the breach provided lender does not demand immediate
repayment.

c) Disclose information about the timing of settlement to understand the impact of
the liability on the financial statements.

The Company does not expect this amendment to have an impact on its operations
or financial statements.

Notes:

A One share each are held by Nominee shareholder.

B Paper Boat Apps Private Limited, allotted 9,90,450 bonus equity shares to company on
March 25, 2026.

C The Company on May 07, 2025 has completed the sale of 94.86% equity stake held in
Openplay Technologies Private Limited (“Openplay”) to Moonshine Technology Private
Limited (“Moonshine”) and the consideration of ' 10,434 Lakhs 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. Upon completion
of the aforesaid transaction, 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.

D The Company on June 06, 2025 has allotted 1,00,00,000 equity shares of ' 10 each
against subscription money of ' 1,000 Lakhs paid by the Company and consequently,
the Company holds 100% of share capital of SMAAASH Entertainment Private Limited,
and SMAAASH Entertainment Private Limited has become a wholly owned subsidiary of
the Company; and the Company has extended an inter-corporate loan for an amount of
' 11,600 Lakhs to SMAAASH towards settlement of dues of its creditors.

E The Company on June 26, 2025 has infused funds aggregating to US$ 300,000/-
(equivalent to approx. ' 260 Lakhs) in Play Venture Fund III and US$ 250,000/- (equivalent
to approx. ' 214 Lakhs) in Fund I, a series of F4 Ventures, LP, as a Limited Partner, by way
of capital commitment.

Further, Company on November 25, 2025 and February 10, 2026 has infused additional
funds aggregating to US$ 100000/- ((equivalent to approx. ' 89 Lakhs) and US$ 1,50,428
(equivalent to approx. ' 136 Lakhs) respectively in Play Venture Fund III.”

F On August 13, 2025, following shareholder approval at the Extraordinary General Meeting
(EGM), the Company ceased to control NODWIN Gaming Private Limited (NODWIN).
Accordingly, Investment in NODWIN is reclassified as an associate with effective from
August 13, 2025.

G On August 21, 2025, the Parliament passed Promotion and Regulation of Online Gaming
Act, 2025 (“the Gaming Act”), which inter alia prohibited the offering of online money games.
The Company has investment in one of its associate, Moonshine Technology Private
Limited(‘the associate company’) and subsidiary, Halaplay Technologies Private Limited
(‘the subsidiary company) aggregating to ' 1,05,855 Lakhs and ' 41 Lakhs before the
enactment of the Gaming Act. The sole business of the associate company and subsidiary
company was to offer online money games. The notification of the Gaming Act had lead
to complete cessation of it’s entire operations including revenue-generating activities
through online real money games. Consequently, the management of the Company
has assessed the recoverable amount of these investments in accordance with the
provisions of Ind AS 28 - Investments in associates and joint ventures read with Ind AS
36 - Impairment of Assets. Accordingly, the Company has recognised an impairment loss
amounting to ' 98,894 Lakhs w.r.t. an associate and ' 41 Lakhs w.r.t. one of the subsidiary
during the year ended March 31, 2026, which is disclosed as an exceptional item.

The corresponding deferred tax asset has not been recognised on such impairment loss
as it is not probable that the sufficient taxable profits will be available against which such
asset can be realised.

H On November 13, 2025, the Company acquired 2,791 equity shares of ' 100 each,
representing 8.37% of the equity share capital of Next Wave Multimedia Private Limited
(“”NextWave””), for a total consideration of ' 500 Lakhs. Pursuant to this acquisition, the
Company’s shareholding in NextWave increased from 74.88% to 83.25%.

Subsequently, on December 30, 2025, the Company acquired an additional 1,396 equity
shares of ' 100 each, representing 4.19% of the equity share capital of NextWave, from
the Sellers for a consideration of ' 250 Lakhs. Following this acquisition, the Company’s
shareholding in NextWave increased from 83.25% to 87.44%.

Further, on March 31, 2026, the Company acquired 4,188 equity shares of ' 100 each,
representing 12.56% of the equity share capital of NextWave, from the Sellers for an
aggregate consideration of ' 750 Lakhs. Consequent to this acquisition, the Company’s
shareholding in NextWave increased from 87.44% to 100%, thereby making NextWave a
wholly owned subsidiary of the Company.”

6.2 The Company has paid an unsecured Inter-Corporate loan of ' 11,600 Lakhs to SMAAASH
on June 06, 2025, pursuant to the Resolution Plan approved by the Hon’ble NCLT vide
order dated May 07, 2025, for settlement of liabilities to stakeholders. It carries interest at
8.5% per annum with a five-year interest moratorium (accrued interest payable as a lump
sum at the end of the fifth year, and annually thereafter), and the principal is repayable
in full at the end of ten years from the date of disbursement. The lender has the right
to convert the whole or any part of the outstanding principal into equity shares of the
Company, as sanctioned under the NCLT-approved resolution plan

Notes:

(a) On June 16, 2025, the Company has allotted 50,00,000 fully paid-up equity shares of face
value ' 4 each, at a price of ' 990 (including premium of ' 986 per Share, on preferential
basis by way of private placement to Axana Estates LLP (“the Allottee”) for an aggregate
consideration of ' 49,500 Lakhs.

(b) On September 15, 2025, the shareholders of the Company approved an increase of
authorised share capital from ' 5,000 Lakhs divided into 12,50,00,000 equity shares of
face value ' 4 each to ' 8,000 Lakhs divided into 20,00,00,000 equity shares of face
value of ' 4 each by creation of additional 7,50,00,000 equity shares of face value of ' 4.

On September 15, 2025, the shareholders of the Company approved a) sub-division of 1
equity share of face value of ' 4 each, fully paid-up, into 2 equity shares of face value of
' 2 each, fully paid-up; and b) issue of bonus equity shares in the ratio of 1:1 i.e., 1 bonus
equity share of face value ' 2 each for every 1 equity share of face value ' 2 each, fully paid
up. Accordingly authorised share capital will be ' 8,000 Lakhs divided into 40,00,00,000
equity shares of face value of ' 2 each.

Pursuant to this, the Company on September 29, 2025, has allotted 18,52,32,512 bonus
equity shares of ' 2 each, fully paid-up, in the ratio of 1:1, i.e., 1 new fully paid-up bonus
equity share of face value of ' 2 for every 1 existing fully paid-up equity share of face value
of ' 2, held by the eligible equity shareholders of the Company whose names appeared
in the Register of Members/ Register of Beneficial Owners as on September 26, 2025.

(C) Terms / rights attached to equity shares

(i) Voting rights

The Company has only one class of equity shares having a face value of ' 2 per
share (March 31, 2025: ' 4 per share). Each holder of the equity share is entitled to
one vote per share, including bonus shares.

(ii) Right as to dividend

If the dividend is proposed by the Board of directors, the same is subject to approval
of the shareholders in the ensuing annual general meeting, except in case of interim
dividend.

(iii) Liquidation preference

In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.

I n the event of “Liquidation Event” as defined in shareholders agreement, equity
shareholders will be entitled to receive consideration or proceed on a pro rata basis
in the proportions of their ownership in the total paid up capital of the Company on
a fully diluted basis as defined in the AOA of the Company, after distribution of all
preferential amounts.

(D) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of
the Company refer note 30.

Note:1

During the year, the Company has sub-divided its equity shares from face value of ' 4/- per share to
' 2/- per share. Consequently, the number of shares has been doubled. The comparative figures
for March 31, 2025 have been restated to reflect the stock split for like-for-like comparability, in
accordance with the requirements of Ind AS 33 “Earnings per Share”.

* On June 16, 2025, the Company allotted 50,00,000 equity shares of ' 4/- each at ' 990/- per
share on preferential basis to Axana Estates LLP (“’’Acquirer 1””) for an aggregate consideration
of ' 49,500 Lakhs. This allotment triggered an open offer obligation under Regulations 3(1) and 4
of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer,
made jointly by Axana Estates LLP and Plutus Wealth Management LLP along with Junomoneta
Finsol Private Limited (Person Acting in Concert (“”PAC””)), concluded on July 07, 2025.

Upon completion of the open offer, Axana Estates LLP and Plutus Wealth Management LLP
were classified as Promoters of the Holding Company alongside the existing promoters.
Further, Junomoneta Finsol Private Limited (being PAC) and Mr. Arpit Khandelwal, Mr. Mithun
Padam Sacheti and Mr. Siddhartha Sacheti (being deemed PAC) were classified under the
Promoter Group.

a) Performance obligations

Telco subscription: The performance obligation of the Company is to provide customers
with content developed for applications during the subscription period which is either
monthly or annually using their own WAP portal or WAP portal of other service provider,
and provide support & maintenance throughout the subscription period.

Freemium: The performance obligation of the Company is satisfied when the campaigns
are completed by hosting advertisements on gaming portals.

b) Timing of satisfaction of performance obligation

Revenues associated with the sales of subscriptions are deferred until the subscription
service is activated by the consumer and are then recognised rateably over the
subscription period as the performance obligations are satisfied. Revenues attributable
to the performance-based advertising are recognised after the underlying performance
obligations have been satisfied.

Note:

(i) Effective November 21, 2025, the Government of India consolidated 29 existing labour
regulations into four Labour codes, namely, The Code on Wages, 2019, The Industrial Relations
Code, 2020, The Code on Social Security, 2020 and the Occupational Safety, Health and
Working Conditions Code, 2020, collectively referred to as the ‘New Labour Codes’. The New
Labour Codes has resulted in material increase in provision for employee benefits on account
of recognition of past service costs. Based on the requirements of New Labour Codes and
relevant Accounting Standard, the Company has assessed and accounted the estimated
incremental impact of ' 44 Lakhs as Exceptional Item in the financial statement.

25.1 The Company has given performance bank guarantee of ' Nil Lakhs (March 31, 2025: '
2,000 Lakhs) to Resolution Professional of SMAAASH Entertainment Private Limited on
account of earnest money deposit out of total credit limit of ' 2,500 Lakhs from standard
chartered bank.

25.2 The Company has committed support service fee of ' Nil (March 31, 2025 : ' 171 Lakhs)
towards Zeptolab UK Limited for the purpose of providing support service and user
acquisition service during the transition period as per asset purchase agreement.

25.3 The Company has made a commitment to invest in Lumikai Fund II, Play Fund III and F4
fund for an amount of ' 819 Lakhs, ' 1,886 Lakhs and ' 214 Lakhs respectively out of which
' 471 Lakhs (March 31, 2025 :' 471 Lakhs) ' 686 Lakhs (March 31, 2025 : ' 996 Lakhs) and
' Nil (March 31, 2025 : ' 214 Lakhs) respectively is yet to be invested.

25.4 During the previous year, the Company received an Order-in-Original dated January 31,
2025 from the Additional Commissioner, CGST & C. Ex, Mumbai South Commissionerate,
levying a tax demand of ' 284 Lakhs and a penalty of ' 284 Lakhs under Section 122(2)
(M) of the CGST Act, read with Section 20 of the IGST Act, due to non-receipt of export
proceeds within the stipulated time period. During the current year, the Company filed an
appeal against this order with Commissioner (Appeals-I), CGST & CX, Mumbai, which was
rejected vide Order-in-Appeal dated December 30, 2025. The Company has thereupon

filed an appeal before the Hon’ble GSTAT under Section 112(1) of the CGST Act, 2017
within the prescribed time limit and has paid the requisite pre-deposit. The management
believes the demand is not sustainable and accordingly no provision has been made in
the financial statements.

26 | LEASES

The Company’s leased assets consist of leases for office premises. Leases of office premises
generally have lease term between 3 to 5 years, lease rentals have an escalation of 3% to
4.75%. The effective interest rate for lease liabilities is 9.45%

During the year ended March 31, 2026, the Central Government of India has notified
the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social
Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020
(collectively referred to as the ‘New Labour Codes’), effective from November 21, 2025,
primarily impacting the wage definition to be considered for the purpose of defined
benefit obligation relating to gratuity.

The new Labour Codes introduced by the Government of India, inter alia, require gratuity
to be calculated based on wages constituting at least 50% of total remuneration. This has
resulted in an increase in gratuity benefits in respect of services rendered in prior periods
and, accordingly, the Company has recognised past service cost amounting to ' 44 Lakhs
during the year. In accordance with Ind AS 19, the past service cost has been recognised in
the statement of profit and loss in the current year in which the plan amendment became
effective.

II) Defined benefit plan
(a) Gratuity

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at 15 days salary
(last drawn salary) for each completed year of service. This benefit is unfunded.

The following tables summarise the components of net gratuity benefit expense
recognised in the statement of profit and loss and other comprehensive income.

(#) Zero represents amount less than T one Lakh.

Under the ESOP 2023, stock options of the Company were granted to chief operating officer and head of corporate development of the Company. The share options vests as per the vesting
conditions specified in the grant letter, if employees are in service until the end of the vesting period.

The fair value of the share options was estimated at the grant date using Black Scholes pricing model and taking into account the terms and conditions upon which the share options were granted.

The contractual term of each option granted (comprising the vesting year and the exercise year) is 8 year. There are no cash settlement alternatives. The Company does not have a past practice
of cash settlement for these share options.

ESOP 2025

Under the ESOP 2025, stock options of the Company were granted to whole time executive director of the Company. The scheme was established with effect from January 16, 2026. The
aggregate number of equity shares which may be issued under ESOP 2025 shall not exceed 18,52,325 equity shares (i.e., 0.50% of paid-up equity capital as on the establishment date). Each
equity share has a face value of ' 2. The share options vest over a period of 1 to 4 years from the date of grant, subject to continued employment with the Company. The exercise period is
5 years from the date of vesting while in employment.

The fair value of the share options was estimated at the grant date using the Black-Scholes pricing model, taking into account the terms and conditions upon which the share options were
granted. There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share options.

Note 1

Vesting Condition for ESOP 2023:

Vesting of options would be subject to continued employment with the Company. Further, the vesting of options is based on performance parameters and will be subject to evaluation by the
nomination, remuneration and compensation committee on annual basis.

Vesting Condition for ESOP 2025:

Vesting of options is subject to continued employment with the Company. The options shall not vest earlier than one year and not later than four years from the date of grant. The performance
parameters subject to which the options would vest shall be as specified by the Compensation Committee. In the event of death or permanent incapacity, the minimum vesting period of one
year shall not apply.

Note (i)

On September 15, 2025, the shareholders of the Company approved for subdivision of 1 fully paid equity share having face value of ' 4/- each into 2 fully paid equity share having face value of
' 2/- each and issuance of bonus shares in the ratio of 1:1 with record date of September 26, 2025. Pursuant to this, the board of directors approved adjustment to exercise price and number
of options to all outstanding stock options.

Accordingly, the outstanding 9,000 employee stock options and 46,378 employee stock options granted on August 13, 2025 under ESOP scheme 2023 are converted into 2,21,512 employee
stock options convertible into 1 equity share of ' 2 each and exercise price got revised from ' 833.35 and 1,401.50 to 208.34 and 350.38 respectively.

Notes:

Financial assets and liabilities include cash and cash equivalents, tax free deposits,
trade receivables, unbilled receivables, finance lease receivables, employee and other
advances, eligible current and non-current assets, trade payables and eligible current
liabilities and non-current liabilities. The fair value of cash and cash equivalents, trade
receivables, unbilled receivables, trade payables, other current financial assets and
liabilities approximate their carrying amount largely due to the short-term nature of these
instruments. Investment in mutual funds measured using net asset values at the reporting
date multiplied by the quantity held, which represents the fair value of these instruments.

32 B Fair value hierarchy for assets and liabilities
Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date under
current market conditions.

The Company categorises assets and liabilities measured at fair value into one of three
levels depending on the ability to observe inputs employed in their measurement which
are described as follows:

i) Level 1

Quoted (unadjusted) prices in active markets for identical assets or liabilities.

ii) Level 2

Other techniques for which all inputs which have a significant effect on the recorded fair
values are observable, either directly or indirectly.

iii) Level 3

Techniques which use inputs that have a significant effect on the recorded fair value that
are not based on observable market data.

33 | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities include trade and other payables. The
main purpose of these financial liabilities is to finance the Company’s operations. The
Company’s principal financial assets include loans, trade and other receivables and cash
and cash equivalents that derive directly from its operations. The Company also holds
investments in mutual funds and debt instrument.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s
senior management oversees the management of these risks. The Company’s senior
management ensures that the Company’s financial risk activities are governed by

appropriate policies and procedures and that financial risks are identified, measured
and managed in accordance with the Company’s policies and risk objectives. The Board
of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market risk comprises three types
of risk: interest rate risk, currency risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include deposits,
mutual funds and debt investments.

(a) Equity/ investment price risk

The Company has made several strategic investments (including unlisted subsidiaries,
associates and other investee companies). Some of these are start-ups (early stage)
companies and others in their growth phase.

These unlisted investments are susceptible to market price risks (impairment) arising
from uncertainties about the performance of the gaming and other industry in India
and globally, which could impact their recoverable values. The Company manages
the equity price risk through diversification and invests across several companies.
The Company’s Board of Directors review and pre-approve all such decision to
invest. In addition, at the reporting date, the exposure to unlisted equity securities
in non-current and current investments are reviewed and evaluated by the Board.
In specific, the Board review and evaluates the unobservable inputs (i.e. long-term
growth rates and weighted average cost of capital), cash flow projections for future
periods, actual performance when compared to cash flow projections approved by
respective entities Board of Directors.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure
will fluctuate because of changes in foreign exchange rates. The Company’s
exposure to the risk of changes in foreign exchange rates relates primarily to the
Company’s operating activities (when revenue or expense is denominated in a
foreign currency) and the Company’s net investments in foreign subsidiaries.

The Company did not enter into any derivative instruments for hedge or speculation.
The year end foreign currency exposures are given below:

The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables

Trade receivables and unbilled revenue are typically unsecured and are derived from revenue
earned from customer. Credit risk is being managed by each business segment through credit
approvals, establishing credit limits and continuously monitoring the credit worthiness of
customers to which the Company grants credit terms in the normal course of business.

On account of adoption of Ind AS 109, the Company uses expected credit loss model to
assess the impairment loss or gain. The Company uses a provision matrix to compute the
expected credit loss allowance for trade receivables and unbilled revenues. The provision
matrix takes into account factors such as default risk of industry, historical experience for
customers etc. The maximum exposure to credit risk at the reporting date is the carrying
value of each class of financial assets.

At March 31, 2026 and March 31, 2025 receivables (including unbilled) from Company’s
top 5 customers accounted for approximately 34.37% and 63.30%, respectively of all the
receivables (including unbilled) outstanding. As at March 31, 2026 receivable (including
unbilled) from one customer accounted for 8.89% of all receivable (including unbilled)
outstanding (March 31, 2025: 24.26%).

The Company evaluates that there exists concentration of risk with respect to trade
receivables due to its dependency on limited numbers of customers for a significant
portion of receivables outstanding.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the
Management. Investments of surplus funds are made only with approved counterparties
and within credit limits assigned to each counterparty. The limits are set to minimise the
concentration of risks and therefore mitigate financial loss through counterparty’s potential
failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet
at March 31, 2026 and March 31, 2025 is the carrying amounts.

3) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations
as they fall due. The Company’s policy on liquidity risk is to maintain sufficient liquidity in
the form of cash and investment in liquid mutual funds to meet the Company’s operating
requirements with an appropriate level of headroom. In addition, processes and policies
related to such risks are overseen by senior management. Management monitors the
Company’s net liquidity position through rolling forecasts on the basis of expected cash
flows.

For the purpose of the Company’s capital management, capital includes issued equity
capital, securities premium and all other equity reserves attributable to the equity
shareholder The primary purpose is to maximise the shareholders value.

The Company manages its capital structure and makes adjustments in light of changes
in economic conditions and the requirements of the financial covenants. The capital
structure is governed by policies reviewed and approved by Board of Directors and is
periodically monitored by various matrices, including funding requirements. Company’s
motive is to be a debt free company.

On March 07, 2025 Company has approved sale of 94.86% equity stake held by the
Company in Openplay Technologies Private Limited (“Openplay”), a subsidiary of the
Company to Moonshine Technology Private Limited (“Moonshine”), an associate of
the Company, for an aggregate consideration of ' 10,434 Lakhs, to be discharged by
Moonshine by way of issuance of its 1,99,890 Compulsory Convertible Preference Shares
(“CCPS”) of face value of ' 10/- each. Subsequent to year end on May 07, 2025 Company
has completed transaction.

(a) During the year, the Company does not have any transaction which is not recorded
in the books of account that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act,1961). Accordingly,
there are no transactions which are not recorded in the books of accounts.

(b) The Company has not been declared a wilful defaulter by any bank or financial
institution or other lender (as defined under the Companies Act, 2013) or consortium
thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.

(c) The Company does not have any charges or satisfaction of charges which is yet to
be registered with Registrar of Companies (ROC) beyond the statutory period.

(d) The Company have not traded or invested in cryptocurrency or virtual currency
during the financial year.

(e) The Company has not advanced any fund to any person or entity, including foreign
entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the person or entity shall: (i) 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 (ii) provide any guarantee, security or the like on
behalf of the Company.

(f) The Company has not received any fund from any person or entity, including foreign
entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Company shall: (i) 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 (ii) provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(g) The Company does not own any immovable properties and hence does not hold any
title deeds for immovable properties.

(h) The Company has complied with the number of layers prescribed under clause (87)
of section 2 of the Companies Act, 2013 read with the Companies (Restriction on
number of layers) Rules, 2017.

(i) The Company does not have any Benami property, where any proceeding has been
initiated or pending against the Company for holding any Benami property.

(j) The Company has not revalued its property and equipment, right-of-use assets and
intangible assets during the year.

(k) The Company does not have any transactions with Companies which are struck off.

(l) The Board of Directors of the Company, at its meeting held on May 12, 2026,
approved the withdrawal of the Scheme of Amalgamation of Paper Boat Apps
Private Limited (Wholly own Subsidiary) with Nazara Technologies Limited and their
respective shareholders, subject to the approval of the Hon’ble National Company
Law Tribunal, Mumbai Bench, and such other regulatory authorities as may be
required. This decision has been taken in view of the change in operational and
restructuring plans of the Company.

(m) On March 02, 2026, Nomination, Remuneration and Compensation Committee
of the Board of Directors of the Company, by way of a resolution passed through
circulation has approved the grant of 5,66,463 employees stock options (“Options”)
to an eligible employee of the Company under the “Nazara Technologies Employee
Stock Option Scheme 2025” (“ESOP 2025”).

(n) On March 18, 2026, Company has announced to Acquire Controlling Stake in Social
Gaming Platform Bluetile and BestPlay for US$ 100.3 million (' 91,800 Lakhs) subject
to the necessary statutory and regulatory approval.

(o) The earning per share in respect of the previous periods has been restated.
Considering the subdivision of shares, allotment of bonus shares and adjusted in
respect of outstanding stock option, in line with requirement of Ind As 33 ‘Earning
Per Share’.

(p) The Board of Directors of Nazara Technologies Limited (“Company”), at its meeting
held on March 30, 2026, has considered and approved issuance of upto 1,92,31,000
Warrants, each convertible into 1 fully paid-up equity share of face value of
' 2 each, at a price of ' 260/- (including a premium of ' 258/- each) per Warrant
(“Warrant Issue Price”), aggregating upto ' 50,001 Lakhs, on preferential basis, for
cash consideration, to identified investors, in accordance with the provisions of
the Chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), applicable
provisions of the Companies Act, 2013 and other laws and subject to approval of
shareholders of the Company and other requisite statutory and regulatory approvals.

(q) The Company uses an accounting software for maintenance of books of accounts
which has a feature of recording audit trail (edit log) facility. The audit trail of previous
year has been preserved by the Company as per the statutory requirements for
record retention to the extent it was enabled.

The Company uses another accounting software for payroll records which is
operated by a third-party service provider. The Company has not been able to obtain
the ‘Independent 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) for the year ended
March 31, 2026