Nazara Technologies Unlisted Shares

(i) Nazara Technologies Limited Overview

It is one of the leading mobile games company headquartered in Mumbai, which is engaged in the acquisition of, value addition to and distribution, of mobile games across emerging markets such as India, Middle East, Africa, South East Asia and Latin America. The Company operations comprise of a Subscription business, Freemium business, and Esports business. The Company independent subsidiaries are Next Wave Multimedia, NODWIN GAMING and their investee companies include Hashcube Inc., Mastermind Sports Limited, Moonglabs Technologies Private Limited and HalaPlay Technologies Private Limited.

(ii) Business Model of the Company:

a) The Company subscription services were accessed by 13.043 Cr monthly visitors from 61 countries across emerging markets, and over 4 Cr paying users subscribed to their subscription services, and downloaded over 3.7 Cr games, in September 2017.

b) As a part of their in-house Freemium business, they had 4.4 Cr downloads until September 2017 in the calendar year 2017 and 1.934 Cr downloads in the calendar year 2016.

c) They recently acquired Subsidiary, Next Wave had 6.43 Cr downloads until September 2017 in the calendar year 2017 and 4.202 Cr downloads in the calendar year 2016.

d) The Company’s in-house monthly active users (MAUs) in September 2017 were 86 Lakhs as compared to 27.9 Lakhs MAUs in September 2016, across their network of games on the Google Play Store and App Store.

e) Next Wave’s monthly active users in September 2017 were 1.1 Cr as compared to 59 Lakhs MAUs in September 2016, across its World Cricket Championship franchise. Further, they recently acquired Subsidiary, Nodwin Gaming is a pioneer in Esports in India with established relationships with global gaming publishers and platforms including market leaders such as ESL, the biggest Esports organizer in the world and Valve Corporation.

iii) Key Strengths and Growth in Future:

a) The company believe their ability to understand local gamer behaviour in designing games and innovatively incorporating local, licensed, intellectual property to drive the growth of our network of games is one of our key strengths.

b) Their localized gamer insights are reflected in the popularity of some of their mobile games on the Google Play Store, such as, ‘World Cricket Championship 2’, ‘Chhota Bheem Race’, and ‘Motu Patlu Game’. The games have consistently been part of the top three games in on the top free charts on the Google Play Store. In nine of the first 10 months of the calendar year 2017, nine of their in-house games have been ranked among the top three games by downloads on the top free charts on the Google Play Store.

c) They believe that Nodwin Gaming is one of the leading enablers in the Indian Esports market with a first mover advantage. In addition to hosting and managing IP based gaming events such as the ESL India Premiership and Dew Arena by ESL, Nodwin Gaming also partners with other brands to create multiple gaming events intellectual properties in India, such as Mountain Dew Arena, Indian Gaming Show and Asus ROG Masters.

iv) Some Popular Games by Nazara Technolgies

Nazara Technologies Unlisted Shares Details:

Total Available Shares:	200
Face Value:	₹ 4 Per Equity Share
ISIN:	INE418L01021
Lot Size:	50 Shares
Current Unlisted Share Price:	₹ 745 Per Equity Share

Promoters And Management:

Promoters of Nazara Technologies Limited Company are: 1. Mr.Vikash Mittersain is the Chairman and Managing Director of our Company. He has been associated as Director of the Company since its incorporation. He holds a diploma in industrial electronics from Walchand College of Engineering, Sangli. He has 38 years of experience in multiple business sectors. He is a member of Advisory Board on Dr. APJ Abdul Kalam Centre, Lucknow. He is also the founder and president of India Business Group. He has been part of various panel discussions and conferences including the sessions at VESIM Literati and Innovators Pitching Session at Maker Mela 2018. 2. Mr.Nitish Mittersain is the Joint Managing Director of our company. He holds a bachelor of commerce degree from the University of Mumbai. He founded our Company in 1999 and has been associated in the promotion of our Company for the last 18 years. He was selected as a member of the Young Presidents’ Organization in 2014 and he has been the recipient of many awards including the Visionary Award from the Vision Foundation in 2012, the Young Achievers Award from the Indo American Society in 2000 and the Outstanding Young Person Award from Junior Chamber International, Marine Lines in 2017. He is also a member of the MEF Asia Board. 3. Mitter Infotech LLP

Shareholding Pattern:

Shareholding Pattern as on 31.03.2018

Name of the Shareholder	No. of Shares	% of holding
Mitter Infotech LLP	59,55,125	22.08%
West Bridge Venture II Investment Holdings	61,21,210	22.69%
Rakesh Jhunjhunwala	32,94,310	12.21%
IIFL Special Opportunity Fund	14,56,320	5.40%
Nitish Mittersain	14,75,335	5.47%

Financials of Nazara Technologies Unlisted Shares:

Standalone Financial Results of Nazara Tech

Year	Rev(Cr)	Exp(cr)	*Share of net (loss)(Cr)	OPM(%)	PAT(cr)	NPM(%)	Shares(Cr)	EPS
2017	83	70	0	18%	9	11%	0.1989	3.72
2018	101	69	35.7	35%	-10	-10%	2.69725	-4.11

Consolidated Financial Results of Nazara Tech

Year	Rev.(Cr)	Exp.(cr)	*Share of net (loss)Cr)	OPM(%)	PAT(cr)	NPM(%)	Shares(Cr)	EPS
2017	202	130.4	0	36%	61	30%	0.1989	24
2018	180	131.1	35.7	30%	1.2	1%	2.69725	1.08

Note: During the Year FY2017-18, the West Bridge has transferred shares from its shareholding in the company 20519 Equity Shares to Mr. Nitish and 31748 shares to Manish Agrawal to prepare for the IPO. In accordance with AS102, the share-based payment, the company has recorded in the FY17-18, exceptional employee benefit Expense of Rs. 35.7 Cr with a corresponding credit to shareholder funds. So basically Share of Net Loss is only the adjustment in the books. In 2018, the exact EPS on a consolidated basis would be 13 after removing exceptional expense. History of Dividends

Particulars	2013	2014	2015	2016	2017	2018
Equity Shares	783,442	783,442	738,042	1,989,246	1,989,246	1,989,246
Face Value	10	10	10	10	10	10
Dividend Per Share	NA	NA	NA	Rs. 100	NA	Rs.151

The company has paid a dividend of Rs.151 per share. If we consider a price of Nazara Tech at 745, then it is equivalent to a 20% yield. Review of Financials of FY17-18 by Management A) During the year under review, on the standalone basis, the Company has registered a turnover of Rs. 66 Cr as against Rs. 77.3 Cr in the previous year, owing to the churn of the subscriber base of our current telecom partners to a new telecom operator, through the introduction of low prices by the new telecom operator due to competition from JIO. The other income stood at Rs. 34.9 Cr as against Rs. 6.4 Cr in the previous year. B) The Total Expenditure stood to Rs. 69 Cr as against Rs. 70.5 Cr in the previous year. The Company has registered a total loss of Rs. 10.40 Cr as against profit of Rs. 9.2 Cr in the previous year. The loss in the current year is primarily on account of expense on group share-based payments of Rs. 35.718 Cr & expenses on ESOP cost of Rs. 15.759 Cr recorded as per Ind AS. C) On a consolidated basis, the revenue from operations stood at Rs. 190 Cr for Financial Year 2017 as against Rs. 170 Cr for Financial Year 2018, reflecting a decline of 10.31%, primarily owing to a reduction in revenues from subscription/ download of mobile games/other contents. The revenue from subscription/ download of games and other contents decreased by 18.52% from Rs. 186.1 Cr for Financial Year 2017 to Rs. 151.759 Cr for Financial Year 2018. D) On a Consolidated basis, the profit for Financial Year 2018 stood at Rs. 1.213 Cr as compared to Rs.61 Cr for Financial Year 2017, reduction in profit is primarily on account of following the reasons: 1. Expense on group share-based payments of Rs.35.718 Cr s recorded as per Ind AS. 2. Expenses on employee stock option scheme have increased from Rs. 3.7 Cr in the Financial year 2017 to Rs. 15.759 Cr in the Financial year 2018. 3. Provision for doubtful debts and unbilled revenues has increased from Rs. 3.936 Cr in Financial Year 2017 to Rs. 7.089 Cr in Financial Year 2018 due to delay in receipt of payment from Aircel bankruptcy & Reliance communications and additional currency loss provisions due to fluctuations in emerging market currencies. 4. Increase in depreciation and amortization expense from Rs. 1.158 Cr in Financial Year 2017 to Rs. 4.197 Cr in Financial Year 2018 is on account of acquisition.

Annual Report 2017-18

Company Address:

Nazara Technologies Limited 51-57, Maker Chambers 3, Nariman Point Mumbai 400 021, Maharashtra, India Phone No. +91 22 40330800 Fax No. +91 22 22810606 E-mail: cs@nazara.com website www.nazara.com

Discussion on Nazara Technologies Unlisted Shares:

The company has issued an interim dividend of Rs 151/- per share paid for the financial year ended
March 31, 2018

List of Shareholders as on 31.01.2018 of Nazara’s Technologies( Total Equity Shares= 26,972,619)

A) Biggest Public Shareholder

(i) Rakesh Jhunjhunwal= 12.21%
(ii) IIFL Fund= 22.1%
(iii) Westbridge Ventures II Investment Holdings= 22.69%

B) Promoter’s Holding( No. of Equity Shares=7492510) which is equivalent of 27.7%.

13-Dec-2017 – Economic Times-News:

(i) Ace investor Rakesh Jhunjhunwala has picked up a stake in gaming company Nazara Technologies for Rs 180 crore in his first bet on India’s digital space. Nazara owns popular titles like Chhota Bheem and Virat Cricket. The investment in Nazara helped the Mumbai-based company raise Rs 540 crore in the past three weeks.

(ii) Jhunjhunwala has earlier flagged concerns about business models and valuations of Indian e-commerce and digital companies like Flipkart saying they need to be built with their own cash flows. What attracted him to Nazara is sustained profitability and the long-term potential of the gaming space.

(iii) As per Jhunjhunwala, I am always on the lookout for promising companies which are leaders in high-growth verticals. Nazara has a consistent track record of delivering profits, cash flows, along with efficient use of capital and high RoE.

(iv) For Nazara, the development comes after it raised Rs 330 crore from IIFL Special Opportunities Fund last month.

What is the price of each share when he bought

I think it was around 550.