Nazara Technologies FY2025 Q2 Earnings Release

Nazara Technologies Limited

Nazar aTM

To,
Listing Compliance Department
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street,
Mumbai – 400 001.
Scrip Code: 543280

Listing Compliance Department
National Stock Exchange of India Limited
Exchange Plaza, Plot No. C/1. G Block,
Bandra -Kurla Complex, Bandra (East),
Mumbai – 400051.
Scrip Symbol: NAZARA

Dear Sir/Madam,

Subject: Outcome of Board Meeting held on Thursday, November 14, 2024

Reference – Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 , as amended (the “Listing Regulations”)

Further to our intimation dated Novem ber 11 , 2024 and pursuant to Regulation 30 and 33 of Listing
Regulations, we wish to inform you that the Board of Directors of Nazara Technologies Limited (“the
Company”) at its m eeting held today i.e. Thursday, November 14 , 2024 , inter -alia, considered and
approved:

1. The Unaudited Financial Results (Consolidated and Standalone) of the Company for the quarter and
half year ended September 30, 2024 and took note of the Limited Review Report issued by the
Statutory Auditors on the Unaudited Consolidated and Standalone Financial Result of the Company
for the quarter and ha lf year ended September 30, 2024 .

The copy of the said Unaudited Consolidated and Standalone Financial Results of the Company as
approved by the Board of Directors together with the Limited Review Reports thereon for the quarter
and ha lf year ended September 30, 2024 is enclosed herewith as “Annexure A”.

2. The Scheme of Amalgamation of wholly -owned subsi diary of the Company, viz., Paper Boat Apps
Private Limited (“Transferor Company”) with Nazara Technologies Limited (“Transferee
Company” / “Company” / “Nazara”) and their respective shareholders under Sections 230 to 232
and other applicabl e provisions of the Companies Ac t, 2013 read with relevant rules & regulations
framed thereunder (“the Scheme”) .

The Scheme is subject to necessary statutory and regulatory approvals, including approval of the
Hon’bl e National Company Law Tribunal, Mumbai Bench (“NCLT”) and other regulatory
authorities, as may be required in terms of the applicable provisions of the law.

The salient features of the proposed Scheme, inter alia, are as under:

(a) The Appointed Date of the Scheme would be October 01, 2024 or such other date as may be
fixed or approved by the NCLT and which is acceptable to the Board of Directors of the
Companies.

(b) The entire assets and liabilities of the Transferor Company to be tra nsferred to and recorded
by the Company at their respective carrying values in the books of accounts of the Transferor
Company. All inter -company balances and investments between the Transferor Company and
the Transferee Company shall stand cancelled as a result of the proposed Scheme.

Nazara Technologies Limited

Nazar aTM

India | Middle East | Africa | Europe
Regd. Office: 51 -54, Maker Chamber III, Nariman Point Mumbai – 400021. Tel. : +91 -22 -40330800 / 22810303 / 22813030
Fax : +91 -22-22810606 E-mail: info@nazara.com Website : www.nazara.com CIN : L72900MH1999PLC122970
(c) The entire share capital of the Transferor Company is held by the Company. Upon the
Scheme becoming effective, no equity shares of the Company shall be allotted in lieu or
exchange of the holding of the Company in the Transferor Compan y and accordingly; equity
shares held by the Company in the Transferor Company shall stand cancelled on the Effective
Date without any further act, instrument or deed.

The details as required under the Listing Regulations read with the SEBI Master Circular
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and the SEBI Circular No. SEBI/HO/CFD –
PoD -1/P/CIR/2023/123 dated July 13, 2023 , is enclosed herewith as “Annexure B ”.

The meeting of the Board of Directors of the Company commenced at 5:35 P.M. and concluded at 8:00 P.M.

This is for your information and records.

Thanking You,

Yours Faithfully,

For Nazara Technologies Limited

Rakesh Shah
Chief Financial Officer

Encl. As above

602, Floor 6, Raheja Titanium
Western Express Highway, Geetanjali Railway
Colony Ram Nagar, Goregaon (E) Mumbai
400063, INDIA

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Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai
Independent Auditor’s Review Report on unaudited consolidated financial results of Nazara Technologies
Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
To the Board of Directors of Nazara Technologies Limited
1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Nazara
Technologies Limited (hereinafter referred to as ‘the Holding Company’), its subsidiaries, (the Holding
Company and its subsidiaries together referred to as the ‘Group’) and its share of the net (loss) after tax
and total comprehensive (loss) of its associates and joint venture for the quarter ended September 30,
2024 and the year to-date results for the period from April 1, 2024 to September 30, 2024 (‘the
Statement’) attached herewith, being submitted by the Holding Company pursuant to the requirements
of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (‘the Regulations’).
2. This Statement, which is the responsibility of the Holding Company’s Management and approved by the
Holding Company’s Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in Indian Accounting Standard 34 ‘Interim Financial Reporting’ (‘Ind AS
34’) prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with relevant rules issued
thereunder and other recognised accounting principles generally accepted in India and is in compliance
with the Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE)
2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued
by the Institute of Chartered Accountants of India. A review of interim financial information consists of
making inquiries, primarily of persons responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially less in scope than an audit conducted in
accordance with Standards on Auditing specified under section 143(10) of the Act and consequently does
not enable us to obtain assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29
March 2019 issued by the SEBI under Regulation 33(8) of the Listing Regulation, to the extent applicable.
4. This Statement includes the results of the Holding Company, its subsidiaries, associates and joint venture
as per the details mentioned in Annexure 1.
5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on
the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing
has come to our attention that causes us to believe that the accompanying Statement prepared in
accordance with the recognition and measurement principles laid down in Ind AS 34 and other recognised
accounting principles generally accepted in India has not disclosed the information required to be
disclosed in terms of the Regulations, including the manner i n w h i c h i t i s t o b e d i s c l o s e d , o r t h a t i t c o n t a i n s
any material misstatement.

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Head Office: II Floor, 101-106 Congress Buildings, 573 Mount Road, Chennai, Tamil Nadu, India 600006
Tel: +91 44 2434 9866, +91 44 2434 9867
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6. We draw attention to Note 3 (d) to the unaudited consolidated financial results which describes the details
and uncertainties regarding the matters related to Goods and Service Tax with respect to two subsidiaries
wherein the show cause notice amounting to Rs. 84,572 lakhs and Rs. 27,421 lakhs have been received by
them, in respect of which no adjustments have been made to the accompanying unaudited consolidated
financial results.
Our conclusion is not modified in respect of this matter.

7. We did not review the interim financial information of sixteen subsidiaries included in the Statement,
whose interim financial information reflects total assets of Rs. 46,136 lakhs as at September 30, 2024 and
total revenues of Rs. 8,617 lakhs and Rs. 11,285 lakhs, total net (loss) after tax of Rs. (91) lakhs and Rs.
(708) lakhs and total comprehensive (loss) of Rs. (179) lakhs and Rs. (795) lakhs, for the quarter ended
September 30, 2024 and for the period from April 1, 2024 to September 30, 2024, respectively, and cash
flows (net) of Rs. 992 lakhs for the period from April 1, 2024 to September 30, 2024, as considered in the
Statement. These interim financial information have been reviewed by other auditors whose reports have
been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to
the amounts and disclosures included in respect of these subsidiaries are based solely on the report of
the other auditors and the procedures performed by us as stated in paragraph 3 above.
Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by
and report of the other auditors.

8. Certain of these subsidiaries are located outside India whose interim financial information have been
prepared in accordance with the accounting principles generally accepted in their respective countries
and which have been reviewed by other auditors under generally accepted auditing standards applicable
in their respective countries. The Holding Company’s Management has converted the interim financial
information of such subsidiaries located outside India from accounting principles generally accepted in
their respective countries to accounting principles generally accepted in India.
These conversion adjustments have been reviewed by another auditors. Our conclusion on the Statement,
in so far as it relates to the interim financial information of such subsidiaries located outside India is
based on the report of other auditors and the conversion adjustments prepared by the Management of
the Holding Company and reviewed by another auditors.

9. The Statement includes the interim financial information of fourteen subsidiaries which have not been
reviewed by their auditors, whose interim financial information reflects total assets of Rs. 25,596 lakhs
as at September 30, 2024 and total revenue of Rs. 225 lakhs and Rs. 563 lakhs, total net (loss) after tax
of Rs. (521) lakhs and Rs. (545) lakhs and total comprehensive (loss) of Rs. (460) lakhs and Rs. (581) lakhs
for the quarter ended September 30, 2024 and for the period from April 1, 2024 to September 30, 2024,
respectively, and cash flows (net) of Rs. (1,286) lakhs for the period from April 1, 2024 to September 30,
2024, as considered in the Statement. The Statement also includes the Group’s share of net (loss) after
tax of Rs. (256) lakhs and Rs. (189) lakhs and total comprehensive (loss) of Rs. (256) and Rs. (189) lakhs
for the quarter ended September 30, 2024 and for the period from April 1, 2024 to September 30, 2024,
respectively, as considered in the Statement, in respect of two associates and one jointly controlled
entity, based on their interim financial information which have not been reviewed by their auditors. These
financial information have been furnished to us by the Management and our conclusion on the Statement

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Head Office: II Floor, 101-106 Congress Buildings, 573 Mount Road, Chennai, Tamil Nadu, India 600006
Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai

in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates
and jointly controlled entity is based solely on such management prepared unaudited interim financial
information. According to the information and explanations given to us by the Management, these interim
financial information are not material to the Group.
Our conclusion is not modified in respect of this matter with respect to our reliance on the financial result
certified by the management.

10. The Statement of the Group for the quarter ended June 30, 2024 was reviewed by another auditor whose
report dated August 13, 2024 expressed an unmodified conclusion on that statement.
The Statement of the Group for the quarter ended September 30, 2023 and the year to date results for
the period from April 1, 2023 to September 30, 2023 was reviewed by another auditor whose report dated
November 8, 2023 expressed an unmodified conclusion on that Statement.
The Statement of the Group for the year ended March 31, 2024 was audited by another auditor whose
report dated May 24, 2024 expressed an unmodified opinion on that Statement.
Our conclusion is not modified in respect of this matter.

For M S K C & Associates
Chartered Accountants
ICAI Firm Registration Number: 001595S

Ojas Joshi
Partner
Membership No.: 109752
UDIN: 24109752BKILQF8374

Place: Mumbai
Date: November 14, 2024

Ojas Dilip
Joshi Digitally signed by
Ojas Dilip Joshi
Date: 2024.11.14
20:07:56 +05’30’

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Head Office: II Floor, 101-106 Congress Buildings, 573 Mount Road, Chennai, Tamil Nadu, India 600006
Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai

Annexure 1

Sr.
No Name of the Entity Relationship with the
Holding Company
1 Nazara Technologies Limited Holding company
2 Nazara Pro Gaming Private Limited (Upto September 30, 2024) Wholly owned subsidiary
3 Nazara Technologies FZ LLC Wholly owned subsidiary
4 Nazara Pte Limited Wholly owned subsidiary
5 Nazara US Inc (w.e.f. July 3, 2024) Wholly owned subsidiary
6 Nazara Technologies UK LTD (w.e.f. July 31, 2024) Wholly owned subsidiary
7 Crimzon code Technologies Private Limited (Upto September 30,
2024)

Wholly owned subsidiary
8 Paper Boat Apps Private Limited Wholly owned subsidiary
9 Openplay Technologies Private Limited Subsidiary
10 Nodwin Gaming Private Limited Subsidiary
11 Next wave Multimedia Private Limited Subsidiary
12 Absolute Sports Private Limited Subsidiary
13 Halaplay Technologies Private Limited Subsidiary
14 Datawrkz Business Solutions Private Limited Subsidiary
15 Nodwin Gaming International Limited (Hongkong) Stepdown subsidiary
16 Nodwin Gaming International Pte Limited (Singapore) Stepdown subsidiary
17 Nodwin Gaming MENA FZ -LLC (formerly known as Publishme
Global FZ LLC)

Stepdown subsidiary
18 Rusk Distribution Private Limited Stepdown subsidiary
19 Unpause Entertainment Private Limited Stepdown subsidiary
20 Superhero Brands Private Limited Stepdown subsidiary
21 Branded Pte Limited Stepdown subsidiary
22 Comic Con India Private Limited Stepdown subsidiary

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Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai
23 Arrakis Tanitim Organizasyon Pazarlama San. TIC. LTD. A.S. Stepdown subsidiary
24 Kiddopia USA Inc Stepdown subsidiary
25 SportsKeeda Inc Stepdown subsidiary
26 Pro Football Network Inc Stepdown subsidiary
27 Mediawrkz Inc Stepdown subsidiary
28 Mediawrkz Pte Limited Stepdown subsidiary
29 Wildwork s Holdco Inc Stepdown subsidiary
30 Datawrkz UK Ltd (w.e.f. June 26, 2024) Stepdown subsidiary
31 Datawrkz Operation UK Ltd (w.e.f. August 7, 2024) Stepdown subsidiary
32 Wildwork s Inc Stepdown subsidiary
33 Nazara Technologies – Mauritius Stepdown subsidiary
34 NZ Mobile Kenya Limited (Upto September 30, 2024) Stepdown subsidiary
35 NZ Mobile Nigeria Limited (Upto March 30, 2024) Stepdown subsidiary
36 Ninja Global FZCO (w.e.f. June 7, 2024 Stepdown subsidiary
37 Ninja Espor Prodi.iksiyon Anonim $irketi (w.e.f. June 7, 2024) Stepdown subsidiary
38 Fusebox Games LTD (w.e.f. August 22, 2024)
39 Freaks 4U Gaming GmbH (w.e.f. July 5, 2024) Stepdown subsidiary
40 Freaks 4U Gaming (Asia) Ltd (w.e.f. July 5, 2024) Stepdown subsidiary
41 Freaks 4U Gaming LLC (w.e.f. July 5, 2024) Stepdown subsidiary
42 Freaks 4U Gaming SAS (w.e.f. July 5, 2024) Stepdown subsidiary
43 Freaks 4U Gaming d.o.o. Niš (w.e.f. July 5, 2024) Stepdown subsidiary
44 Spree Connection (UG) (w.e.f. July 5, 2024) Stepdown subsidiary
45 Freaks 4U Brands GmbH & Co KG (w.e.f. July 5, 2024) Stepdown subsidiary
46 Inzzide eSports GmbH (w.e.f. July 5, 2024) Stepdown subsidiary
47 Moonglabs Technologies Private Limited Associate
48 Brandscale Innovations Private Limited Associate of subsidiary
49 Sports Unity Private Limited (Upto September 30, 2024) Joint Venture
Stepdown subsidiary

Year ended
September 30,
2024
(Unaudited) June 30, 2024
(Unaudited) September 30,
2023
(Unaudited) September 30, 2024
(Unaudited) September 30, 2023
(Unaudited) March 31, 2024
(Audited)
IINCOMERevenue from operations 31,894 25,008 29,724 56,902 55,167 1,13,828 Other income 2,531 2,557 1,230 5,088 2,404 7,963 Total income (I) 34,425 27,565 30,954 61,990 57,571 1,21,791
II E;PENSESPurchase of stock in trade 39 36 6,968 75 7,995 9,193 Change in inventories of stock in trade (4) (11) (2,392) (15) (2,360) (1,165) Content, event and web server 12,952 8,474 8,469 21,426 16,041 39,001 Advertising and business promotion 3,956 4,088 4,741 8,044 9,311 17,752 Commission 1,807 1,631 1,674 3,438 3,449 6,864 Employee benefit expenses 6,764 5,127 4,894 11,891 9,429 18,600 Finance costs 175 57 266 232 394 680 Depreciation and amortisation 2,574 1,520 1,508 4,094 3,029 6,699 Impairment expenses (#) 0 2 120 2 127 2,830 Other expenses 3,864 3,171 2,582 7,035 5,205 10,792 Total expenses (II) 32,127 24,095 28,830 56,222 52,620 1,11,246
III Profit before share of loss of joint venture and associates and tax (I – II) 2,298 3,470 2,124 5,768 4,951 10,545
IV
Share of net (loss) of associates and joint venture accounted for using the equity method (123) (67) – (190) – (201)
V Profit before tax (III+IV) 2,175 3,403 2,124 5,578 4,951 10,344
VI Tax expenseCurrent tax 1,056 1,263 739 2,319 1,847 4,077 Taxes for earlier period (3) 16 (330) 13 (316) (54) Deferred tax (credit) (688) (238) (535) (926) (916) (2,625)
Total tax expenses / (credit) (VI) 365 1,041 (126) 1,406 615 1,398
VII Profit for the period / year from continuing operations (V-VI) 1,810 2,362 2,250 4,172 4,336 8,946
VIII Discontinued operations(Loss) / profit from discontinued operations (186) (0) 168 (186) 168 (1,471) Tax expense of discontinued operations – – – – –
(Loss) / profit for the period / year from discontinued operations (9III) (186) (0) 168 (186) 168 (1,471)
I; Profit for the period / year (9II9III) 1,624 2,362 2,418 3,986 4,504 7,475
X Other comprehensive income(a) Items that will not be reclassified to profit and loss (net of taxes) (18) (2) (14) (20) (16) 15 (b) Item that will be reclassified to profit and loss (net of taxes) (27) (4) (1) (31) (3) (5) (c) Exchange differences upon translation of foreign operations (net of taxes) (167) (192) 335 (359) (702) 251
Other comprehensive loss / (profit) (;) (212) (198) 320 (410) (721) 261
;I Total comprehensive income for the period / year (IX+X) 1,412 2,164 2,738 3,576 3,783 7,736
XII Net profit attributable to:- Equity shareholders of the Company 2,383 2,263 1,814 4,646 3,764 7,129 – Non-controlling interest (573) 99 436 (474) 572 1,818
;III Total comprehensive income attributable to- Equity shareholders of the Company 2,123 2,168 2,091 4,291 3,021 7,368 – Non-controlling interest (525) (4) 479 (529) 594 1,840
;I9 Net profit from discontinued operations attributable to- Equity shareholders of the Company (186) (0) 168 (186) 168 (1,471) – Non-controlling interest – – – – –
;9 Paid-up equity share capital (face value of ₹ 4 each) 3,062 3,062 2,647 3,062 2,647 3,062
;9I Other equity (revaluation reserve ₹ Nil) 1,96,798
;9II Earnings per share for continuing operations (of face value ₹ 4 each) (not annualised) (a) Basic (in ₹) 3.11 2.96 2.74 6.07 5.69 10.28 (b) Diluted (in ₹) 3.11 2.96 2.74 6.07 5.69 10.28
XVIII
Earnings per share for discontinued operations (of face value ₹ 4 each) (not annualised)
(a) Basic (in ₹) (0.24) (0.00) 0.25 (0.24) 0.25 (2.12) (b) Diluted (in ₹) (0.24) (0.00) 0.25 (0.24) 0.25 (2.12)
See accompanying notes to the consolidated financial results(#) ‘0’ reprsents amount less than rupees one lakh
Particulars
Nazara Technologies LimitedCIN : L72900MH1999PLC122970
Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021
Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTH ENDED SEPTEMBER 30, 2024
(Amounts in ₹ lakh, except share and per share data, unless otherwise stated)
Half year ended Quarter ended

Year ended
September 30,
2024
(Unaudited) June 30, 2024
(Unaudited) September 30,
2023
(Unaudited) September 30,
2024
(Unaudited) September 30,
2023
(Unaudited) March 31, 2024
(Audited)
ISegment Revenue (a) Gaming Inter segment revenue Revenue from operations (I) 31,894 IISegment Results (a) Gaming Segment Results (II) 413 Unallocated expense equity method III Profit before tax IV Segment Assets (a) Gaming Total segment assets Unallocated assets Total assets V Segment Liabilities (a) Gaming Total segment liabilities Unallocated liabilities Total liabilities VI Capital employed (a) Gaming Capital employed (Amounts in ₹ lakh, Particulars
Nazara Technologies STATEMENT OF UNAUDITED Quarter ended Half year ended 11,405 9,281 10,431 20,686 21,390 40,639 (b) eSports 18,176 13,187 17,203 31,363 28,987 63,171 (c) Ad tech 2,413 2,567 2,253 4,980 5,015 10,374
(100) (27) (163) (127) (225) (356)
25,008 29,724 56,902 55,167 1,13,828
1,346 696 1,413 2,042 3,259 2,258 (b) eSports (707) 1,319 436 612 1,067 3,705 (c) Ad tech (226) (262) (274) (488) (435) (601)
1,753 1,575 2,166 3,891 5,362
(641) (838) (671) (1,479) (1,274) (2,548) Other income 2,526 2,555 1,220 5,081 2,334 7,731 Share of net (loss) of associates and joint venture accounted for using the
(123) (67) – (190) – (201)
2,175 3,403 2,124 5,578 4,951 10,344
55,919 34,335 40,344 55,919 40,344 34,119 (b) eSports 97,458 52,572 43,144 97,458 43,144 48,902 (c) Ad tech 15,785 15,730 15,061 15,785 15,061 15,540
1,69,162 1,02,637 98,548 1,69,162 98,549 98,561
1,28,272 1,76,585 96,136 1,28,272 96,136 1,77,617
2,97,434 2,79,222 1,94,685 2,97,434 1,94,685 2,76,178
11,897 10,525 11,663 11,897 11,663 10,385 (b) eSports 30,727 16,828 15,819 30,727 15,819 19,559 (c) Ad tech 9,249 8,732 7,360 9,249 7,360 7,999
51,873 36,085 34,842 51,873 34,842 37,943
17,071 7,369 11,063 17,071 11,063 4,780
68,944 43,454 45,905 68,944 45,905 42,723
44,022 23,810 28,681 44,022 28,681 23,734 (b) eSports 66,731 35,744 27,325 66,731 27,325 29,343 (c) Ad tech 6,536 6,998 7,701 6,536 7,701 7,541 (d) Unallocated 1,11,201 1,69,216 85,073 1,11,201 85,073 1,72,837
2,28,490 2,35,768 1,48,780 2,28,490 1,48,780 2,33,455
except share and per share data, unless otherwise stated)
LimitedCIN : L72900MH1999PLC122970 Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021 Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
CONSOLIDATED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

As a t
September 30, 2024
(Unaudited)As a t
March 31, 2024
(Audited)
AssetsNon-current assetsProperty and equipment 3,899 637 Right-of-use assets 5,226 1,675 Goodwill 86,147 39,418 Other intangible assets 30,706 19,081 Intangible assets under development 172 – Financial assetsInvestment accounted using the equity method 1,529 1,719 Investments 29,397 19,748 Loans 5 3 Other financial assets 258 2,686 Deferred tax assets (net) 1,093 835 Other non-current assets (#) 7 – Income tax assets (net) 684 576
Total non-current assets 1,59,123 86,378
Current assetsInventories 489 211 Financial assetsInvestments 20,781 22,417 Trade receivables 24,468 20,469 Cash and cash equivalents 27,202 56,702 Other bank balances 38,284 64,269 Loans 2,891 3,156 Other financial assets 11,310 14,066 Other current assets 12,887 8,392
Total current assets 1,38,312 1,89,682
Assets held for sale – 118
2,97,435 2,76,178
Equity and liabilitiesEquityEquity Share capital 3,062 3,062 Other equity 1,85,926 1,96,798 Equity attributable to equity holder of the company 1,88,988 1,99,860 Non-controlling interest 39,502 33,595 Total equity 2,28,490 2,33,455
LiabilitiesNon-current liabilitiesFinancial liabilitiesBorrowings – Lease liabilities 4,753 1,269 Provisions 599 532 Deferred tax liabilities (net) 3,911 2,703
Total non-current liabilities 9,263 4,504
Current liabilitiesFinancial liabilitiesBorrowings 5,233 928 Trade payables due to (a) total outstanding dues of micro enterprises and small enterprises; and 69 212 (b) total outstanding dues of creditors other than micro enterprises and small enterprises 27,636 23,795 Lease liabilities 690 573 Other financial liabilities 11,944 1,035 Other current liabilities 13,079 10,579 Provisions 240 321 Current taxes liabilities (net) 791 768 Total current liabilities 59,682 38,211
Liabilities associated with assets held for sale 8
Total equity and liabilities 2,97,435 2,76,178
(#) ‘0’ reprsents amount less than rupees one lakh
Nazara Technologies LimitedCIN : L72900MH1999PLC122970
Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021
Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
CONSOLIDATED BALANCE SHEET AS AT SEPTEMBER 30, 2024
(All amounts in ₹ lakh, except share and per share data, unless otherwise stated)

I Cash flow from operating activitiesProfit before tax from continuing operations 5,578 4,951 Profit before tax from discontinued operations (186) 168 Adjustments for:Interest expense 232 394 Depreciation and amortisation 4,094 3,029 Interest income (3,384) (1,122) Liabilities written back / provision no longer required – (37) Gain on sale of current investments (net) (723) (77) Employee stock option expense 238 295 Fair value gain on financial instruments carried at fair value through profit or loss (net) (543) (1,085) Fair value loss on Investment at fair value through profit or loss 110 – Profit / loss on sale of property and equipment (net) (#) (0) 8 Bad debts (#) 0 0 Allowance for doubtful debts 271 211 Unrealised gain / loss on exchange fluctuation (net) (255) 161 Share of loss of investments accounted using equity method 190 – Impairment of investments, financials assets and intangible assets 2 127 Provision for gratuity and compensated leaves 109 173 Loss on deconsolidation of subsidiaries 242 – Lease concession gain – (4) 5,975 7,192 Changes in working capital:Increase / (decrease) in trade payables and other liabilities (7,173) 922 (Decrease) in provisions (151) (74) (Increase) in inventories (278) (2,382) Decrease in trade receivables and other assets 5,490 1,109 Decrease in loans and advances 88 – (Increase) in net assets held for sale – (1,364) Cash (used in) / generated from operations 3,951 5,403 Direct taxes paid (2,543) (2,169) Net cash (used in) / generated from operating activities 1,408 3,234
II Cash flow from Investing activitiesPurchase of property and equipment including intangible under development (4,332) (367) Proceeds from sale of property and equipment (#) 0 – Acquisition of shares in subsidiary (22,500) (5,117) Acquistion of subsidiaries, net of cash (17,632) (886) Purchase of non-current investments (17,092) (436) Purchase of current investments (32,684) (8,650) Proceeds from redemption/maturity of current investments 35,554 6,685 Investment in bank deposits (1,856) (2,529) Loans given – (229) Redemption/maturity of bank deposit 29,864 694 Movement in restricted cash and bank balances 415 – Interest received on investments 3,798 1,263
Net cash (used in) investing activities (26,465) (9,572)
III Cash flow from financing activitiesShare issue expenses (324) – Cash payment on cancellation of ESOP (180) – Issue of shares of subsidiary – 16,496 Tax on buyback of shares by subsidiary – (377) Repayment of borrowings (net) (3,750) 6,037 Payment of interest on borrowings – (250) Payment of finance lease liabilities (310) (186) Payment of interest on finance lease liabilities (232) (96)
Net cash (used in) / generated from financing activities (4,796) 21,624
Net (decrease) / increase in cash and cash equivalents (29,853) 15,286 Decrease in cash on account of deconsolidation of subsidiary (24) – Effects of exchange rate changes of cash and cash equivalents 377 36 Cash and cash equivalents at beginning of year 56,702 14,212
Cash and cash equivalents at end of year 27,202 29,534
Cash and cash equivalents as per above comprises of the following:Cash in hand 17 18 Balances with bank 22,685 19,950 Deposit with original maturity of less than 3 months 4,500 9,566 Cash and cash equivalents at end of year 27,202 29,534
(#) ‘0’ reprsents amount less than rupees one lakh
Nazara Technologies LimitedCIN : L72900MH1999PLC122970
Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021
Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2024
September 30, 2024
(Unaudited) (All amounts in ₹ lakh, except share and per share data, unless otherwise stated)
September 30, 2023
(Unaudited)

Note to the Consolidated Financial Results:
1
2
3 Key events during the quarter :
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
4Key subsequent events:
a)
5
6
For and on behalf of the Board of Directors
Place Hyderabad Nitish Mittersain Date November 14, 2024 Joint Managing Director & CEODIN 02347434
Datawrkz Operations UK Ltd has signed agreements on October 29, 2024 for acquiring the 100% stake of Space & Time Media Limited (“S&T”), for an
equity value of GBP 4.8 million (~INR 5,230 lakhs). The total aggregate consideration of GBP 4.8 million (~INR 5,230 lakhs) shall be paid by Datawrkz
Operations in the following manner- a.) GBP 3.3 million (~INR3,610 lakhs) shall be paid in cash in one or more tranches; and b.) GBP 1.5 million (~INR
1,620 lakhs) shall be paid by way of share swap. The Datawrkz UK ltd, a step-down subsidiary of the company has entered into Loan Agreement with
Nazara Technologies UK limited on October 29, 2024 to avail an unsecured loan for an amount upto GBP 3.8 million ( ~INR 4,200 lakhs) in more or more
tranches.
The above results are available on the Company’s website www.nazara.com and also on the website of BSE (www.bseindia.com) and NSE
(www.nseindia.com), where the shares of the Company are listed.
Previous year / period numbers have been regrouped or reclassified, wherever necessary to correspond with the current period / quarter classification or
disclosure. The Company has infused primary funds aggregating to INR 15,000 lakhs in Moonshine Technology Private Limited by way of subscribing to its 2,87,376
Compulsorily Convertible Cumulative Preference Shares of face value INR 10/- each.
Nazara Technologies FZ LLC has completed the acquisition of 3,17,333 ordinary shares, representing 15.86% of the share capital of Getstan
Technologies Pte. Ltd, by way of secondary acquisition / purchase from the Sellers for an aggregate cash consideration of USD 2.2 Million.
The Board of Directors of the Company on September 12, 2024 has approved strategic investment by way of secondary acquisition of 17,83,450 fully
paid-up equity shares of INR 10/- each, representing 44.86% of the equity share capital, on fully diluted basis, of Moonshine Technology Private Limited
from its existing shareholders for an aggregate consideration not exceeding INR 78,423 lakhs, payable by the Company a.) partly by way of cash
consideration of INR 59,226 lakhs and b.) the balance of INR 23,925 lakhs byway of a share swap through issuance of fully paid-up equity shares of the
Company on preferential basis.
The Board of Directors of the Holding Company on September 18, 2024 has approved raising of funds by issuance of up to 94,31,294 fully paid up equity
shares of the Company having face value of INR 4/- each for cash, at an issue price of INR 954.27 per equity share aggregating to an amount not
exceeding INR 90,000 lakhs on a preferential basis to identified investors.
The Board of Directors of the Holding Company on September 18, 2024 has approved strategic investment by way of secondary acquisition of 41,173
equity shares of INR 1/- each, representing 19.35% of the equity share capital, on fully diluted basis, of Absolute Sports Private Limited (“Absolute”), a
subsidiary of the Company, from its existing shareholders (i.e. Mr. Porush Jain and Mr. Srinivas Cuddapah) for an aggregate consideration not exceeding
INR 14,547 lakhs, payable by the Company a.) partly by way of cash consideration of INR 7,273 lakhs and b.) the balance of INR 7,273 lakhs by way of a
share swap through issuance of fully paid-up equity shares of the Company on preferential basis.
In continuation to simplify the corporate structure, company has sold 100% stake in Crimzoncode Technologies Private Limited and 100% stake in
Nazara Pro Gaming Private Limited. Further, Nazara Mauritius Ltd, step down subsidiary of the company has sold 100% stake in NzMobile Kenya
Limited. During the quarter two subsidiaries of the Company i.e., Openplay Technologies and Halaplay Technologies received show cause notices (SCN) from
Director General of GST Intelligence, Kolkata amounting to Rs. 84,572 lakhs and 27,421 lakhs respectively in relation to the ongoing GST matters related
to the gaming industry. These claims are in relation to calculation of GST based on the gross bet value / sums pooled by players as opposed to gross
gaming revenues/ gross rake amount and the GST rate of 28% to be applied against 18% for the period January 2018 to March 2023. Open play
Technologies and Halapaly Technologies have subsequently filed separate writ petitions in Hon Kolkata High Court and in case of Openplay
Technologies, the Hon Kolkata High Court has passed a limited interim order to not enforce any order by GST authorities without seeking the consent of
the Court since similar matter is subjudice.
The SCN issued with respect to these matters has been an issue across gamingindustry and multiple representation have been made by the industry
participants in this regard. The Supreme court has also sought transfer ofall similar writ petitions of the entire industry participants pending atvarious High
Courts to the Hon’ble Supreme Court and same has been admitted by the Hon’ble Supreme Court.
Without prejudice, the Subsidiary Companies are of the view that the notices are arbitrary in nature and contrary to the provisions of law and based onthe
legal assessment no present or future liability is anticipated on these Subsidiaries at this time. The Statement/results of Nazara Technologies Limited (the “Company” or “Holding Company”) and its subsidiaries (referred to as “the Group”) together
with associates and joint venture, have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting
Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended), as prescribed under section 133 of the
Companies Act 2013 and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, as amended.
The above results were reviewed and approved by the audit Committee and by the Board of Directors at their respective meetings held on November 14,
2024.
Nodwin Gaming International Pte Ltd (“Nodwin Singapore”), step-down subsidiary of the Holding Company, has acquired additional 43.49% of the capital
stocks of Freaks 4U Gaming GMBH (‘Freaks’) for a consideration of GBP 23.45million (equiv alent to ₹ 21,192 lakhs) by way of issuance and allotment of
132,446 Class A preference shares of Nodwin Singapore. Pursuant to this, Nodwin Singapore holds 57% and Freaks becomes a Subsidiary of the
Group.
The Company has acquired additional stake of 48.42% of the equity share capital of PaperBoat Apps Private Limited for a total cash consideration of ₹
30,000 lakhs. Accordingly, Paper Boat become a wholly-owned subsidiary of the Company.
Nazara Technologies UK Limited (“Nazara UK”), a wholly-owned subsidiaryof the Holding Company has acquired 100% of the issued share capital of
Fusebox Games Ltd (“Fusebox”) from its existing shareholders and founders for an aggregate consideration GBP 17.18 million. Accordingly, Fusebox
become the wholly owned subsidiary of Nazara UK and stepdown subsidiary of the Holding Company.
NITISH VIKASH
MITTERSAIN Digitally signed by NITISH
VIKASH MITTERSAIN
Date: 2024.11.14 20:01:50
+05’30’

602, Floor 6, Raheja Titanium
Western Express Highway, Geetanjali Railway
Colony Ram Nagar, Goregaon (E) Mumbai
400063, INDIA

Head Office: II Floor, 101-106 Congress Buildings, 573 Mount Road, Chennai, Tamil Nadu, India 600006
Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai

Independent Auditor’s Review Report on unaudited standalone financial results of Nazara Technologies
Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.

To The Board of Directors of Nazara Technologies Limited

1. We have reviewed the accompanying statement of unaudited standalone
financial results of Nazara
Technologies Limited (hereinafter referred to as ‘the Company’) for the quarter ended September 30,
2024 and the year to-date results for the period from April 1, 2024 to September 30, 2024 (‘the
Statement’) attached herewith, being submitted by the Company pursuant to the requirements of
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (‘the Regulations’).

2. This Statement, which is the responsibility of the Company’s Management and has been approved by the
Company’s Board of Directors, has been prepared in accordance with the recognition and measurement
principles laid down in Indian Accounting Standard 34 ‘Interim Financial Reporting’ (‘Ind AS 34’),
prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with relevant rules issued
thereunder and other recognised accounting principles generally accepted in India and is in compliance
with the Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements
(SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” issued by the Institute of Chartered Accountants of India. A review of interim financial
information consists of making inquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than
an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Act
and consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that
causes us to believe that the accompanying Statement prepared in accordance with the recognition and
measurement principles laid down in Ind AS 34 and other recognised accounting principles generally
accepted in India has not disclosed the information required to be disclosed in terms of the Regulations,
including the manner in which it is to be disclosed, or that it contains any material misstatement.

Head Office: II Floor, 101-106 Congress Buildings, 573 Mount Road, Chennai, Tamil Nadu, India 600006
Tel: +91 44 2434 9866, +91 44 2434 9867
Bengaluru | Chennai | Mumbai

5. The Statement of the Company for the quarter ended June 30, 2024 was reviewed by another auditor
whose report dated August 13, 2024 expressed an unmodified conclusion on that Statement.
The Statement of the Company for the quarter ended September 30, 2023 and the year to date results
for the period from April 1, 2023 to September 30, 2023 was reviewed by another auditor whose report
dated November 8, 2023 expressed an unmodified conclusion on that Statement.
The Statement of the Company for the year ended March 31, 2024 was audited by another auditor whose
report dated May 24, 2024 expressed an unmodified opinion on that Statement.
Our conclusion is not modified in respect of this matter.

For M S K C & Associates
Chartered Accountants
ICAI Firm Registration Number: 001595S

Ojas Joshi
Partner
Membership No.: 109752
UDIN: 24109752BKILQE2635

Place: Mumbai
Date: November 14, 2024

Ojas Dilip
Joshi Digitally signed by
Ojas Dilip Joshi
Date: 2024.11.14
20:08:26 +05’30’

(Amounts in ₹ lakh, except share and per share data, unless otherwise stated) Year ended September 30,
2024June 30,
2024 September 30, 2023September
30, 2024
September 30,
2023March 31,
2024
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Audited)
I INCOME
Revenue from operations 672 799 688 1,471 1,163 2,331
Other income1,783 1,904 744 3,687 1,407 4,456
Total income (I)2,455 2,703 1,432 5,158 2,570 6,787
II EXPENSES
Content and server cost 39 45 54 84 113 228 Advertising expenses 245 272 139 517 198 451 Employee benefits expense 551 646 528 1,197 990 2,041 Finance costs 13 14 81 27 104 152 Depreciation and amortisation 62 59 44 121 112 240 Impairment losses – – 112 – 112 11,571 Other expenses 377 437 332 814 603 1,302 Total expenses (II)1,287 1,473 1,290 2,760 2,232 15,985
III Profit / (loss) before tax (I-II) 1,168 1,230 142 2,398 338 (9,198)
IV Tax expense Current tax 229 200 54 429 74 239 Taxes for earlier years – – 0 – 14 14 Deferred tax (credit) / expense (334) 67 33 (267) 43 299 Total tax (credit) / expense (IV) (105) 267 87 162 131 552
V Profit / (loss) for the period / year (III-IV) 1,273 963 55 2,236 207 (9,750)
VI Other comprehensive income / (loss)Item that will not be reclassified to the statement of profit and loss (net of tax) 6 – 5 6 5 7 Item that will be reclassified to the statement of profit and loss (net of tax) (27) (4) (0) (31) (3) (5) Other comprehensive (loss) / income for the period / year, net of tax (VI) (21) (4) 5 (25) 2 2
VII Total comprehensive income / (loss) for the period / year (V+VI) 1,252 959 60 2,211 209 (9,748)
VIII Paid-up equity share capital (face value ₹ 4 each) 3,062 3,062 2,647 3,062 2,647 3,062
IX Other equity (revaluation reserve : Nil)1,57,243
Earnings per equity share (face value of ₹ 4 per share each) (not annualised)
Basic 1.66 1.26 0.09 2.92 0.32 (14.07)
Diluted1.66 1.26 0.09 2.92 0.32 (14.07)
(*) Zero represents amount less than ₹ one lakh
See accompanying notes to the standalone financial results
Quarter ended Half year ended
Nazara Technologies LimitedCIN : L72900MH1999PLC122970 Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021 Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTH ENDED SEPTEMBER 30, 2024

(Amounts in ₹ lakh, except share and per share data, unless otherwise stated)
As at As at
September 30, 2024 (Unaudited) March 31, 2024 (Audited) ASSETSNon-current assetsProperty and equipment 22 27 Right-of-use assets 312 415 Intangible assets 32 43 Financial assetsInvestments 1,06,294 56,564 Loans 5 3 Other non current financial assets 137 133 Deferred tax assets (net) 263 – Current tax assets (net) 21 133
Total non-current assets 1,07,086 57,318
Current assetsFinancial assets Investments 12,376 11,971 Trade receivables 568 504 Cash and cash equivalents 2,646 36,984 Other bank balances 25,700 50,311 Loans 21,030 2,530 Other current financial assets 2,127 2,263 Other current assets 531 901
Total current assets 64,978 1,05,464 Total assets 1,72,064 1,62,782
E4UIT< AND LIABILITIES
E4UIT<Equity share capital 3,062 3,062 Other equity 1,59,530 1,57,243 Total equity 1,62,592 1,60,305
LIABILITIES
Non-current liabilitiesFinancial liabilities Lease liabilities 143 278 Deferred tax liabilities (net) – 2 Provisions 139 126 Total non-current liabilities 282 406
Current liabilitiesFinancial liabilities Lease liabilities 256 236 Trade payablesTotal outstanding dues of micro enterprises and small enterprises 67 1 Total outstanding dues of creditors other than micro enterprises and small enterprises 909 849 Other financial liabilities 7,631 396 Other current liabilities 262 515 Provisions 65 74 Total current liabilities 9,190 2,071
Total equity and liabilities 1,72,064 1,62,782
Nazara Technologies Limited
CIN : L72900MH1999PLC122970
Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021
Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
UNAUDITED STANDALONE BALANCE SHEET AS AT SEPTEMBER 30, 2024

(Amounts in ₹ lakh, except share and per share data, unless otherwise stated) September 30, 2024 (Unaudited) September 30, 2023 (Unaudited) Cash flow from operating activitiesProfit / (loss) before tax 2,398 337 Adjustments for non cash and non operating items:Fair value gain on financial instruments at fair value through profit and loss (374) (677) Loss on fair value on non-current investment 11 – Sundry balances written back (*) – (0) Net gain on sale of current investments (534) (77) Interest income (2,757) (619) Gain on Liquidation of Subsidiary (10) Impairment losses – 112 Depreciation and amortisation 121 112 Share based payment expenses 113 37 Provision for doubtful debts 25 14 Unwinding of interest on loans and advances (4) (3) Unrealised foreign exchange (gain)/loss, net (5) 9 Interest on borrowings – 72 Interest on lease liabilities 27 28 Operating (loss) before working capital changes (989) (655) Working capital adjustments:Increase in trade payables 64 261 Increase in provisions 12 13 Increase / (decrease) in other liabilities (261) 389 (Decrease) in other financial liabilities (191) (3) (increase) / decrease in trade receivables (88) 104 Changes in loans and advances 15 – (Increase) in other financial assets (148) (237) Decrease / (increase) in other assets 379 (361) Cash generated (used in) operations (1,207) (489) Direct taxes paid (net of refunds) (317) (77) Net cash flow (used in) operating activities (A) (1,524) (566)
Cash flow from investing activitiesPurchase of property and equipment, including intangible assets (2) (1) Acquisition of shares in subsidiary/associates (27,147) (7,507) Purchase of non-current investments (15,093) (101) Purchase of current investments (31,693) – Net movement in bank balances other than cash and cash equivalents 24,611 (311) Sale of current investments 32,166 5,564 Interest received on fixed deposits,income tax refund, bonds and loans given to subsidiary 3,039 801 Loan given to subsidiary / joint venture (18,517) (3,006) Net cash flow (used in) investing activities (B) (32,636) (4,561)
Cash flow from financing activitiesShare issue expenses (37) – Proceeds from borrowings – 6,108 Interest paid on borrowing – (40) Repayment of principal portion of lease liabilities (114) (28) Repayment of interest portion of lease liabilities (27) (108) Net cash flow (used in) / from financing activities (C) (178) 5,932
Net (decrease) / increase in cash and cash equivalents (A)+(B)+(C) (34,338) 805 Cash in hand at the beginning of the year 9 14 Balances with bank at the beginning of the year 36,975 51 Cash and cash equivalents at the end of the year 2,646 870
Cash and cash equivalents as above comprises of the followingCash in hand 14 11 Balances with bank 632 859 Deposit with original maturity of less than 3 months 2,000 Total cash and cash equivalents 2,646 870
(*) Zero represents amount less than ₹ one lakh.
Nazara Technologies LimitedCIN : L72900MH1999PLC122970 Registered office: Maker Chambers III, 51-54, Nariman Point, Mumbai, Maharashtra 400021 Website: www.nazara.com; Email: info@nazara.com; Tel.: +91-22-40330800; Fax: +91-22-22810606
UNAUDITED STATEMENT OF STANDALONE CASHFLOWS STANDALONE FOR THE SIX MONTHS ENDED ON SEPTEMBER 30, 2024

Note to the Standalone financial results:
1
2
3
4
5
6
7
8
9
10
11
For and on behalf of the Board of Directors
Place: Hyderabad Nitish Mittersain Date: November 14, 2024Joint Managing Director & CEO
DIN: 02347434
Previous year / period numbers have been regrouped or reclassified, wherever necessary to correspond with the current period / quarter classification ordisclosure.
The Board of Directors of the Company on September 18, 2024 has approved strategic investment by way of secondary acquisition of 41,173 equity sharesof
INR 1/- each, representing 19.35% of the equity share capital, on fully diluted basis, of Absolute Sports Private Limited (“Absolute”), a subsidiaryof theCompany,
from its existing shareholders (i.e. Mr. Porush Jain and Mr. Srinivas Cuddapah) for an aggregate consideration not exceeding INR 14,547 lakhs, payable by the
Company a.) partly by way of cash consideration of INR 7,273 lakhs and b.) the balance of INR 7,273 lakhs by way of a share swap through issuance of fully paid-
up equity shares of the Company on preferential basis.
The above results are available on the Company’s website www.nazara.com and also on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com),
where the shares of the Company are listed.
The statement/results of Nazara Technologies Limited ( "the Company" ) have been prepared in accordance with the recognition and measurement principles of
applicable Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended), as prescribed under
section 133 of the Companies Act 2013 and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, as amended.
The above results were reviewed and approved by the Audit Committee and by the Board of Directors at their respective meetings held on November 14, 2024.
The Company has disclosed the segment details in its consolidated financial results in compliance of provisions of Indian Accounting Standard (IndAS) 108 –
Operating Segments.
The Board of Directors of the Company on September 12, 2024 has approved strategic investment by way of secondary acquisition of 17,83,450 fully paid-up
equity shares of INR 10/- each, representing 44.86% of the equity share capital, on fully diluted basis, of Moonshine Technology Private Limited fromitsexisting
shareholders for an aggregate consideration not exceeding INR 78,423 lakhs, payable by the Company a.) partly by way of cash consideration of INR 59,226
lakhs and b.) the balance of INR 23,925 lakhs by way of a share swap through issuance of fully paid-up equity shares of the Company on preferential basis.
The Board of Directors of the Company on September 18, 2024 has approved raising of funds by issuance of up to 94,31,294 fully paid up equity shares of the
Company having face value of INR 4/- each for cash, at an issue price of INR 954.27 per equity share aggregating to an amount not exceeding INR 90,000 lakhs
on a preferential basis, to identified investors.
The Company has acquired additional stake of 48.42% of the equity share capital of PaperBoat Apps Private Limited for a total cash consideration of ₹ 30,000
lakhs. Accordingly, Paper Boat become a wholly-owned subsidiary of the Company.
The Company has infused primary funds aggregating to INR 15,000 lakhs in Moonshine Technology Private Limited by way of subscribing to its 2,87,376
Compulsorily Convertible Cumulative Preference Shares of face value INR 10/- each.
In continuation to simplify the corporate structure, company has sold 100% stake in Crimzoncode Technologies Private Limited and 100% stake in Nazara Pro
Gaming Private Limited.
NITISH VIKASH
MITTERSAIN Digitally signed by NITISH
VIKASH MITTERSAIN
Date: 2024.11.14 20:02:29
+05'30'

Nazara Technologies Limited

Nazar aTM

Annexure B

The details as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (the “Listing Regulations”), read with the SEBI Master Circular
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 an d the SEBI Circular No. SEBI/HO/CFD -PoD –
1/P/CIR/2023/123 dated July 13, 2023 :

Sr.
No.
Particulars Details
1. Name of the entity(i es) forming part of
the amalgamation/merger, details in
brief such as, size, turnover etc.
Transferor Company:

Paper Boat Apps Private Limited (“Transferor Company ”) was
incorporated as a private limited company under th e erstwhile
Companies Act, 1956 on August 08, 2013 in the State of
Maharashtra. The CIN of the Transferor Company as on date is
U74120MH2013PTC246788. The Transferor Company is a
wholly -owned subsidiary of the Transferee Company.

Transferee Company:

Nazara Technologies Limited (“Transferee Company”) was
originally incorporated as a private limited company under the
erstwhile Companies Act, 1956, on December 08, 1999 in the State
of Maharashtra. The CIN of the Transferee Company as on date is
L72900MH1999PLC122970. The Transferee Company is a listed
public company having its equity shares listed on BSE Limited and
National Stock Exchange of India Limited.

The Financial details of both the Companies are provided in
“Exhibit – 1”.

2. whether the transaction would fall
within related party tr ansactions? If yes,
whether the same is done at “arm’s
length .”
The Transferor Company is a direct wholly -owned subsidiary of
the Transferee Company and hence both companies are related
party to each other.

However, the Ministry of Corporate Affairs has clarified vide its
General Circul ar No. 30/ 2014 dated July 17, 2014 that transactions
arising out of Compromise, Arra ngements and Amalgamations
dealt with under specific provisions of the Companies Act 2013,
will not fall within the purview of related party transaction in terms
of Section 188 of the Companies Act, 2013.

Further, pursuant to Regulation 23(5)(b) of the Listing Regulations
the provisions relating to related party transactions are not
applicable between a holding company and its wholly owned
subsidiary.

Nazara Technologies Limited

Nazar aTM

Paperboat is an indie studio engaged in designing, developing and
publishing world class edutainment apps for kids. Paperboat are the
makers of Kiddopia – India’s largest subscription based
edutainment app for early learners Kiddopia, offers interactive
games and activities that foster cognitive development, self –
expression and also social -emotional learning in early age Kids.

Transferee Company:

Nazara is diversified sports media and gaming platform
headquartered in India. Building a sports and gaming ecosystem
with presence in both developing and developed global markets,
across the Sports, Gaming and Adtech segments. Some of the most
notable offerings across these broader segments include Nodwin in
eSports, Pro Football Network and Sportskeeda in Sports, Kiddopia
and Wildworks Inc in gamified early learning, World Cricket
Championship (WCC) in interactive gaming and Datawrkz in
Adtech.

4. Rationale for amalgamation/
merger

The Transferor Company is subsidiary of the Transferee Company.
The Scheme is proposed as a part of consolidation strategy within
the Group. The objects / rationale of the proposed Scheme are as
under:

i. Efficiency in business operations: The proposed
amalgamation of the Transferor Company with the
Transferee Company is expected to create greater efficiency
due to the consolidation of operations, pooling and more
effective utilisation of the combined resou rces of the said
companies, reduction in overheads, costs and expenses,
economies of scale, elimination of duplication of work and
rationalization and reduction of compliance requirements.

ii. Management focus: The proposed amalgamation of the
Transferor Company with the Transferee Company will
create concentrated management focus and integration with
uniform management procedures and seamless
implementation of policy changes.

iii. Streamlining of group structure and benefit of combined
resources: The proposed amalgamation of the Transferor
Company with the Transferee Company will create a
streamlined group structure which will assist in more
efficient utilization of capital. Further , the reduction in
number layers within the Transferee Company’s group
structure will provide greater flexibility.

Nazara Technologies Limited

Nazar aTM

India | Middle East | Africa | Europe
Regd. Office: 51 -54, Maker Chamber III, Nariman Point Mumbai – 400021. Tel. : +91 -22 -40330800 / 22810303 / 22813030
Fax : +91 -22-22810606 E-mail: info@nazara.com Website : www.nazara.com CIN : L72900MH1999PLC122970
iv. Enhanced Brand Value : The merger could strengthen the
brand value of both companies by combining their
reputations and unique selling propositions, leading to better
market recognition and customer trust.

v. Increased Investment Opportunities : Merger will enhance the
perceived value of the combined entity, attracting more
significant investment opportunities and funding for future
projects and expansion.

vi. Enhanced Product Portfolio : Combining the strengths of both
companies could lead to a more diverse product portfolio,
attracting a wider range of customers and improving
competitive positioning in the digital entertainment and
gaming market.

vii. Strategic Market Positioning : The merger could strengthen
Nazara’s position in the competitive EdTech and gaming
markets, allowing it to better compete with other players by
offering a unique blend of educational and entertainment
products.

5. In case of cash consideration – amount
or otherwise share exchange ratio
The entire share capital of the Transferor Company is held by the
Company (directly and jointly with the nominee shareholders).
Upon the Scheme becoming effective, no shares of the Company
shall be allotted in lieu or exchange of the holding of’ the
Transf eree Company in the Transferor Company and accordingly,
equity shares held in the Transferor Company shall stand cancelled
on the Effective Date without any further act, instrument, or deed.
6. Brief details of change in shareholding
pattern (if any) of listed entity.
There will be no change in the shareholding pattern of the
Company pursuant to the Scheme, as no shares are being issued by
the Company in connection with the Scheme.

Nazara Technologies Limited

Nazar aTM

Particulars
As on 31 st March, 2024
(Audited)
As on 30 th September, 2024
(Unaudited)
Transferor
Company
Transferee
Company
Transferor
Company
Transferee
Company
Paid -up Equity Share Capital 1 3,062 1 3,062
Net Worth
(Standalone) 7,366 1,60,305 8,014 1,62,592
(Consolidated) 13,799 1,99,859 15,560 1,88,988
Total Income (Standalone) 3,749 6,787 2,205 5,158
(Consolidated) 21,944 1,13,828 9,785 56,902

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