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Info Edge India Ltd.

BSE: 532777 | NSE: NAUKRI |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE663F01024 | SECTOR: Miscellaneous

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Annual Report

For Year :
2021 2019 2018 2017 2016 2015 2014 2013 2012

Director’s Report

Dear Member(s],

The Board of Directors of your Company take pleasure in presenting the Twenty Sixth (26th] Annual Report on the business and operations of Info Edge (India] Limited (the Company] together with the Audited Standalone & Consolidated Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2021.

Results of Operations

The results of operations for the year under review are given below:

('' in Million

Standalone

Consolidated

Particulars

FY 2021

FY 2020

FY 2021

FY 2020

1. Net Revenue

10,985.97

12,726.95

11,201.22

13,119.30

2. Other Income

1,187.71

876.18

1,493.96

1,044.65

3. Total Income (1 2)

12,173.68

13,603.13

12,695.18

14,163.95

Expenditure:

a) Network and other charges

252.23

234.03

284.87

271.90

b) Employees Cost

5,489.92

5,395.72

5,673.54

5,845.95

c) Advertising and Promotion Cost

1,817.15

2,044.21

1,826.06

2,062.87

d) Depreciation/Amortization

436.36

413.78

499.14

477.41

e) Cost of Material Consumed

-

-

-

21.05

f) Administration & other Expenditure

651.71

1,025.68

683.07

1,191.30

4. Total expenditure

8,647.37

9,113.42

8,966.28

9,870.48

5. EBITDA(3-4 3d)

3,962.67

4,903.49

4,228.04

4,770.88

6. Finance Cost

56.98

66.89

58.23

81.97

7. Profit before tax and exceptional items (3-4-6)

3,469.33

4,422.82

3,670.67

4,211.50

8. Exceptional Item

32.24

1,232.95

(14,341.16)

(1,821.06)

9. Net Profit before tax (7-8)

3,437.09

3,189.87

18,011.83

6,032.56

10. Tax Expense

727.71

1,133.22

1,805.06

1,199.86

11. Net Profit after tax (9-10)

2,709.38

2,056.65

16,206.77

4,832.70

12. Share of Profit/(Loss) Joint Ventures/Associate

-

-

(2,118.73)

(7,290.18)

13. Share of Minority interest in the (profit)/ loss of Subsidiary Companies

-

-

(17.23)

81.25

14. Other Comprehensive Income (including share of profit/(loss) of Joint Ventures/Associate-Net of Tax

74.00

(48.54)

50.06

(29.11)

15. Total Comprehensive Income (11 12 13 14)

2,783.38

2,008.11

14,120.87

(2,405.34)

STANDALONE FINANCIAL STATEMENTS

The annual Audited Standalone Financial Statements for the financial year ended March 31, 2021 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable.

Your Company derives its revenue from recruitment, real estate, matrimonial and education classifieds and related services and other income.

The outbreak of Coronavirus (COVID-19) pandemic globally is causing a slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite period. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services have triggered disruptions to businesses worldwide, resulting in an economic slowdown and uncertainties pertaining to future operations.

Under these future uncertainties because of the pandemic, the Revenue from operations for FY 2021 was down by 13.68% to ''10,985.97 million from ''12,726.95 million for the FY 2020, on account of COVID-19 induced economic slowdown during the year on our businesses.

The total income of the Company stood at ''12,173.68 million down by 10.51% for FY 2021 from ''13,603.13 million for FY 2020.The other income of the Company contributed ''1,187.71 million to the total income for FY 2021.

The total expenses for the year stood at ''8,704.35 million down by 5.18% for the FY 2021 from ''9,180.31 million for the FY 2020.

During the year under review, there was a exceptional loss item of ''32.24 million on account of provision for diminution in the carrying value of investments in Startup Investments (Holding) Limited.

Operating EBITDA, for the year, was down by 31.10% over previous year and stood at ''2,774.96 million in comparison with ''4,027.31 million in FY 2020. Profit before tax (PBT) from ordinary activities (before exceptional items) is ''3,469.33 million in FY 2021 as against ''4,422.82 million in FY 2020.

DIVIDEND

Your Company has been maintaining a consistent & impressive track record of dividend payments for past many years, in line with its approved dividend policy. For the year under review, the Board of Directors of the Company declared an Interim Dividend as per following details:

Rate of Dividend per share Total Payout

Type of Dividend Date of Declaration Record Date , . % , .

(face value ''10 per share) K Mn)

Interim Dividend June 1 1, 2021 June 22, 2021 ''8/- 80 1030.27

Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by the Company has been abolished, and instead, the concerned shareholder is liable to pay tax on his dividend income. The Company is thus required to comply with the provisions relating to tax deduction at source (TDS) under the Income-tax Act, 1961 in respect of dividend paid by it on or after such date. Accordingly, the Company has deducted tax, as applicable, on interim dividend declared by the Board of Directors as aforesaid, and paid the net dividend to the shareholder.

The Register of Members and Share Transfer Books of the Company shall remain closed from August 21, 2021 to August 27, 2021 for the purpose of the Annual General Meeting. The Annual General Meeting is scheduled to be held on August 27, 2021.

TRANSFER TO RESERVES

The Company did not transfer any amount to reserves during the year.

SHARE CAPITAL

During the year under review, the Company issued and allotted 6,067,961 Equity Shares at a price of ''3,090/- per Equity Share, including a premium of ''3,080/- per Equity Share aggregating to about ''18,750 million pursuant to a Qualified Institutional Placement, on August 8, 2020.

In addition, the Company issued & allotted 200,000 Equity Shares on February 26, 2021 at an issue price of ''10 each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotments, the issued & paid-up Equity Share Capital of the Company increased to & stood, as on March 31, 2021, at ''1,287,841,200/- divided into 128,784,120 equity shares of ''10/- each.

The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.

The Company has not issued shares with differential voting rights or sweat equity shares during the financial year 2020-21.

LISTING OF SHARES

The Company''s shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the FY 2021 to BSE and NSE has been paid.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

2. Operations Review

The Company is primarily in the business of operating multiple internet based services through its various web portals and mobile applications. It currently operates in four service verticals - in recruitment solutions through its brands naukri.com, iimjobs.com, hirist.com, ambitionbox.com, bigshyft.com, jobhai.com; in real estate services through its brand 99acres.com; in matrimonial services through its brand jeevansaathi.com and in education services through its brand shiksha.com. The Board of Directors of the Company examines the Company''s performance both from a business & geographical perspective and has accordingly identified its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting.

The reportable segments represent Recruitment Solutions”, 99acres” and the Others” segment which comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard.

RECRUITMENT SOLUTIONS

The Company''s flagship brand in the recruitment solutions space is naukri.com. It offers job posting and database search services to companies and recruitment consultants, and job searching, applying and candidate profiling services to jobseekers. Besides naukri.com there are other brands which your Company operates in the recruitment segment - firstnaukri.com, naukrigu1f.com, quadrang1esearch.com, iimjobs.com, hirist.com, ambitionbox.com, bigshyft.com, jobhai.com. Recruitment Solutions, which is the Company''s core business showed resilience and delivered stable results in terms of revenues and profits despite widespread disruptions to the economic activities caused by COVID-19 Pandemic. The flagship portal of the Company- naukri.com, continue to remain the primary source of revenue and cash generation for the Company.

Recruitment Solutions has two major sources of revenue: (i) from recruiters, which accounts for around 89.90% of revenues and (ii) from job seekers, which relate to all job seeker advisory services.

During the year under review, Recruitment Solutions segment underperformed by 14.98% from ''9,067.60 million in FY 2020 to ''7,709.63 million in FY 2021. Operating EBITDA from Recruitment Solutions in FY 2021 was ''4,269.03 million as compared to ''5,041.16 million in FY 2020.

99ACRES

99acres.com derives its revenues from property listings, builders'' and brokers'' branding and visibility through microsites, home page links and banners, servicing real estate developers, builders and brokers. With a share of around 50% of traffic, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in traffic share, the business environment in the real estate market continues to be difficult. In fact, in continuation with the past years, the real estate market remains sluggish and demand for new homes remains weak, as also the unfinished projects and inventory overhang continues. The real estate sector has been through turbulent times for many years now because of various sectoral reforms such as demonetization, GST and RERA. This difficult situation has been further perpetuated by the economic slowdown caused by COVID-19 pandemic.

During the year under review, real estate business was down by 23.77% from ''2,279.61 million in FY 2020 to ''1,737.78 million in FY 2021. Operating EBITDA loss from real estate business stood at ''221.58 million in FY 2021.

OTHERS

Your Company also provides matrimonial and education-based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. These other business verticals have been gaining traction and are turning out to strong brands in their segments. They were also relatively less affected by COVID.

While Jeevansathi offers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value-added services. Jeevansathi has two-pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. In addition, the Company has made a lot of effort in creating a world class experience for users on the mobile platform through its mobile site and app. More than 90% of users access jeevansathi.com from their mobiles which indicates ‘user stickiness'' and helps increase time on site and active user base. Further, the multipronged advertising campaign undertaken by the Company over the last three years has enabled us to strengthen our brand presence in prominent communities in Northern and Western India. The Company has developed solid understanding of large metropolitan cities within these regions, which helps to drive our traffic.

Within the online education classifieds space, our Company provides educational classifieds and related services through its website www.shiksha.com. The website provides prospective undergraduate and postgraduate students a platform where they can research about various careers, educational institutes and courses provided by those institutes, to help them make course and institute choices. The Company also provide advertising space for colleges and universities from India and abroad on the site. Shiksha.com covers approximately 49,000 domestic and international colleges, approximately 295,000 courses and has over 215,000 reviews.

Revenues are generated from advertisements placed by colleges, institutes and universities. This site aims to provide students with information through which students can compare various educational institutes based on important features like placements and fees. Our website uses technology led differentiators to ensure that students and parents can easily find relevant content.

With revenues from these other verticals increasing by 11.51%, their combined contribution to the Company''s revenue was 14.0% in FY 2021. Jeevansathi.com grew by 14.39% & Shiksha.com grew by 6.93%. The Company would continue to invest more to scale up these businesses.

Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries, controlled trust and associate/jointly controlled companies, as approved by their

respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in International Educational Gateway Private Limited, Bizcrum Infotech Private Limited, Medcords Healthcare Solutions Private Limited, Shopkirana E Trading Private Limited, Llama Logisol Private Limited and 4B Networks Private Limited, unaudited financial statements have been considered.

Your Company, on a consolidated basis, achieved net revenue of ''1 1,201.22 million during the year under review as against ''13,119.30 million during the previous financial year, down by 14.62% year on year. The total consolidated income for the year is ''12,695.18 million as compared to ''14,163.95 million in FY 2020.

Operating EBITDA, for the year, stood at ''2,734.08 million in comparison with ''3,726.23 million in FY 2020. Total Comprehensive Income, in FY 2021, is reported to be ''14,120.87 million in comparison to Total Comprehensive loss of ''2,405.34 million in FY 2020.

DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES

As on March 31, 2021 the Company has 12 subsidiaries. During the year under review and the period between the end of the financial year and the date of this report following changes have taken place in status of subsidiary and Joint Venture companies of the Company:

Zwayam Digital Pvt. Ltd. (Zwayam)

The Company acquired 100% of the Share Capital of Zwayam, on a fully diluted basis, for an aggregate cash consideration of about ''610 million after the end of the financial year of the Company and before the date of this Report. Zwayam is engaged in the business of providing SaaS based end to end recruitment process automation solutions to its corporate customers.

The said acquisition would help the Company to further consolidate its position in the online recruitment solutions segment where its flagship brand Naukri.com already has an established leadership position. Zwayam revenue for FY 2021 stood at about ''64.70 million.

Axilly Labs Pvt. Ltd. (DoSelect)

The Company further approved the acquisition of 100% of the Share Capital of DoSelect for an aggregate cash consideration of about ''210 million as on the date of this report. DoSelect is engaged in the business of providing technical assessment services to its clients for recruitment and learning purposes. It delivers these services via its technical assessment platform ‘dosetect.com''. This acquisition would help the Company to offer a new variety of services under its flagship brand Naukri.com. DoSelect revenue for FY 2021 stood at about ''42.30 mittion.

During the year, the Board of Directors of your Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of the subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I is given as Annexure-I to this report. The statement also provides the details of performance and financial position of each of the subsidiaries/joint ventures (associate) companies and their contribution to the overall performance of the Company.

The developments in the operations/performance of each of the subsidiaries & joint ventures (associate) companies included in the Consolidated Financial Statements are presented betow:

1. Startup Investments (Holding) Ltd. (SIHL), is a whotty-owned subsidiary company which is engaged in making investments in start-up companies. During the year, SIHL made following investments by way of subscription/purchase of shares/debentures:

• 2,780 cumulative, non-redeemabte, mandatority and futty convertible preference shares through a mix of primary and secondary acquisition of such shares of Bizcrum Infotech Pvt. Ltd. (ShoeKonnect” or Bijnis”) for an aggregate consideration of about ''102.93 mittion.

• 10 equity shares and 7,259 computsority convertibte preference shares of Agstack Technotogies Pvt. Ltd. (Gramophone”) for an aggregate consideration of about ''55 mittion.

• 5,408 computsority convertibte preference shares of LQ Gtobat Services Pvt. Ltd. (LegitQuest”) for an aggregate consideration of about ''25 mittion.

• 779 equity shares of ''10 each and 1,740 computsority convertibte cumutative preference shares of Ltama Logisot Pvt. Ltd. (Shipsy”) for an aggregate consideration of about ''221.41 mittion.

SIHL also advanced certain inter-corporate loans during the year to 4B Networks Pvt. Ltd. (''5 million], Bizcrum Infotech Pvt. Ltd. (''20 million] and Agstack Technologies Pvt. Ltd. (''15 million]. All loans given were repaid during the year by respective companies. Further, SIHL invested ''2.5 million in its group company namely NewInc Internet Services Pvt. Ltd. by way of acquisition of 25,000-0.0001% Compulsorily Convertible Debentures at a price of ''100/- each.

It reported total comprehensive income of ''2.54 million in FY 2021 as compared to loss of ''875.80 million in FY 2020.

2. Diphda Internet Services Ltd. (Diphda), had the total loss of ''0.02 million in FY 2021 as compared to loss of ''27.71 million in FY 2020.

Diphda holds 4.59% stake in PB Fintech Limited (formerly known as Etechaces Marketing & Consulting Pvt. Ltd.] (Policybazaar”] on fully converted and diluted basis.

3. Makesense Technologies Ltd. (MTL), had no revenue from operations during the year. The total income of MTL from other sources is ''0.90 million in FY 2021 as compared to ''0.81 million in FY 2020.

The Company owns 50.01% of MTL while MTL holds about 14.56% in Policybazaar.

During the current financial year, MTL and PB Fintech Limited approved a Scheme of Amalgamation between MTL (Transferor Company”] and PB Fintech Limited (Transferee Company”] and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, including rules made thereunder (Scheme”]. The said Scheme of Amalgamation provides for the amalgamation of the Transferor Company with the Transferee Company to derive the following benefits:

a. streamlining of the corporate structure;

b. pooling of resources of the Transferor Company with the resources of the Transferee Company;

c. significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;

d. rationalization of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalization; and

e. reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.

The Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal], Chandigarh Bench, under the provisions of section 230 & 232 of the Companies Act, 2013 has been filed on May 28,

2021.

4. Naukri Internet Services Ltd. (NISL), had no revenue during the year. The total profit of NISL on account of other income is ''7.47 million in FY 2021 as compared to profit of ''89.88 million in FY 2020.

5. Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. The total income is ''2.35 million in FY 2021 as compared to ''0.48 million in FY 2020 on account of other Income.

ACD, during the year under review, issued and allotted 1,600,000, 0.0001% Compulsorily Convertible Debentures (CCDs] of ''100/- each to the Company for ''160 million.

During the year, ACD acquired 1,747 Compulsorily Convertible Preference Shares of 4B Networks Private Ltd. for aggregate consideration of about ''90.02 million.

6. NewInc Internet Services Pvt. Ltd. (NewInc), a wholly-owned subsidiary of ACD, is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services. During the year under review, the total income of NewInc was ''0.01 million as compared to ''0.02 million in FY 2020.

During the year under review, NewInc issued and allotted 25,000, 0.0001% Compulsorily Convertible Debentures (CCDs] of ''100/- each to the SIHL for ''2.5 million.

7. Interactive Visual Solutions Pvt. Ltd. (Interactive), is the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.

The total income of Interactive stood at ''0.03 million in FY 2021 as compared to Nil in FY 2020.

8. Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of ''0.1 million, similar to ''0.1 million revenue during the previous financial year. The total income stood at '' 0.11 million in FY 2021 as against ''0.11 million in FY 2020.

9. Smartweb Internet Services Ltd. (SMISL), is a company incorporated for the purpose of carrying on the business of providing all kinds of internet services and to act as investment advisor, financial consultant, management consultant, investment manager and/or sponsor of alternative investment fund(s).

SMISL acts as an Investment manager to Alternative Investment Fund (AIF) registered with SEBI, named as Info Edge Venture Fund (IEVF) a Trust, as a Category-II AIF under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Beacon Trusteeship Limited is the Trustee.

SMISL had the total income of ''80.53 million in FY 2021 as compared to ''23.16 million in FY 2020.

10. Startup Internet Services Ltd. (SISL), is a wholly owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. It had the total income of ''15.64 million in FY 2021 as compared to ''2.14 million in FY 2020.

SISL also advanced inter-corporate loan of ''60 million to Printo Document Service Pvt. Ltd. during FY 2021 which remained outstanding as at the year end.

11. Highorbit Careers Pvt. Ltd. (Highorbit/iimjobs.com), became wholly owned subsidiary of the Company in FY 2020, consequent to acquisition of 100% share capital of iimjobs.com by the Company.

The Board in its meeting held on November 10, 2020 approved the Scheme of Amalgamation with Highorbit and filed a Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal), Principal Bench, New Delhi under the provisions of section 230 & 232 of the Companies Act, 2013.

Hon''ble Tribunal pursuant to the Order dated February 10, 2021, in the above referred Joint Application, dispensed with the requirement of holding the meetings of Equity Shareholders, Secured Creditors & Unsecured Creditors of iimjobs.com. Further, the Hon''ble Tribunal directed separate meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of Info Edge (India) Limited to be convened and held through Video Conferencing, on Monday, April 12, 2021. All the meetings were duly held under the supervision of court appointed chairman, alternate chairman and the scrutinizer and the resolutions for the proposed scheme of amalgamation were duly passed in respective meetings by the requisite majority. Subsequently, the second motion Joint Petition was also filed with the Hon''ble National Company Law Tribunal, Principal Bench, New Delhi for obtaining sanction to the Scheme of Amalgamation of Highorbit Careers Pvt. Ltd with Info Edge (India) Ltd.

The matter w.r.t. second motion Joint Petition was allowed by the Hon''ble Tribunal on May 13, 2021. Requisite directions of the Hon''ble Tribunal through its Order on such second motion Joint Petition has been duly complied with by the Company. Final order of the Hon''ble Tribunal is awaited.

During the year under review, it had net revenue of ''216.44 million, as compared to ''195.17 million revenue during the previous financial year. The total income stood at ''218.60 million in FY 2021 as against ''196.81 million in FY 2020.

12. Redstart Labs (India) Ltd. (Redstart), was incorporated as a wholly-owned subsidiary of the Company on July 7, 2020, for providing all kinds and types of Internet services, development of software, consultancy, technical support for consumer companies, internet or SAAS providers, and any other services in the area of information technology and product development.

Redstart, during the year, issued and allotted 1,500,000, 0.0001 % Compulsorily Convertible Debentures (CCDs) of ''100 to the Company for ''150 million. Further, Redstart made following investments by way of subscription/purchase of shares:

• 417 compulsorily convertible cumulative preference shares of Crisp Analytics Pvt. Ltd. for an aggregate consideration of about ''15.01 million.

• 260 compulsorily convertible preference shares of Unboxrobotics Labs Pvt. Ltd. for an aggregate consideration of about ''10.95 million.

The total income of Redstart stood at ''2.64 million in FY 2021.

INVESTEE COMPANIES

Your Company has the following continuing external financial and strategic investments.

ALL holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.

Zomato Ltd. (Zomato)

Zomato Limited [Formerly known as Zomato Pvt. Ltd.] owns & operates the website, www.zomato.com.

It generates revenue from advertisements of restaurants and lead sales. The aggregate investment of the Company in Zomato is about ''1,521.98 million.

Zomato achieved, on consolidated basis, net revenue from operations of ''19,937.89 million during the current financial year as against ''26,047.37 million during the previous financial year. The total income decreased by 22.76% from ''27,427.39 million in FY 2020 to ''21,184.24 million in FY 2021.

Zomato filed its Draft Red Herring Prospectus in April, 2021 for its proposed Initial Public Offering (IPO) for such number of equity shares of ''1 each, aggregating to up to ''82,500 million. This comprised of Offer for Sale of up to such number of equity shares by the Company aggregating up to ''7,500 million. The Offer for Sale of shares by the Company was duly approved in the respective meetings of Audit Committee and the Board of Directors held on April 27, 2021. The Company considered and decided on reduction in the size of the Offer for Sale to such number of Equity Shares, as would aggregate upto ''3,750 million from the originally contemplated ''7,500 million. Zomato filed the Red Herring Prospectus with Registrar of Companies with updated size of its IPO to upto ''93,750 million, comprising of such number of equity shares of ''1 each aggregating to ''90,000 million as fresh issue and such number of equity shares aggregating up to ''3,750 million as part of Offer for Sale by the Company.

The Company currently holds 18.62% stake in Zomato on fully converted and diluted basis which would stand reduced to approximately 15%, post the Offer for Sale.

PB Fintech Ltd. (PB Fintech/Policybazaar)

PB Fintech Limited [FomerLy known as Etechaces Marketing & Consulting Pvt. Ltd.] (PB Fintech/Policybazaar”) doing business as www.poLicybazaar.com, develops and publishes an online financial services platform. The Company offers a consumer centric platform by partnering with financial services companies such as insurance companies to help customers select products/schemes that best suit their requirements.

The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint Ventures, in PoLicyBazaar as on March 31, 2021 is 21.26%. However, since 49.99% of Makesense Technologies Ltd. (holding 14.56% in PoLicyBazaar) is held by Temasek, Company''s relevant economic interest in PoLicyBazaar is 13.98%.

Printo Document Services Pvt. Ltd. (Printo)

Printo is a retaiL chain which provides personaL and business print and corporate merchandise in India. The company provides business cards, business stationary, ID Cards and accessories, ftyers/Leaftets, posters, standees, brochures, signage, stickers, caLendars and diaries, gif products, personaLized greeting cards, photo books, T-shirts and appareL, and marketing coLLateraLs. It seLLs products onLine at www.printo.in and through its retaiL stores in 6 states.

During the year under review, the Company through its wholly-owned subsidiary, SISL extended a loan of ''60 million to Printo. The Company as on March 31, 2021 holds stake of 27.51% on a fully converted and diluted basis.

Happily Unmarried Marketing Pvt. Ltd. (HUM)

The business of HUM generates revenues from design and sate of fun creative products as also a men''s grooming range (Ustra”] and has a targe addressable market.

The Company through its wholly-owned subsidiary, SIHL, holds stake of 29.88% on a fully converted and diluted basis.

During the year under review Company has made provision of ''32.24 million as diminution in carrying value of its investment in HUM.

Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)

Nopaperforms runs a business of providing a SaaS platform (via website namely www.nopaperforms.com] which has a suite of software products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, for managing their leads and workflows.

The Company through its wholly-owned subsidiary has invested aggregate amount of ''336.64 million for a stake of 48.10% on fully converted and diluted basis.

International Educational Gateway Pvt. Ltd. (Univariety)

Univariety is engaged in an educational business of providing products and services and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal named as www.univariety.com and through third party portals of partner entities.

The Company has invested aggregate amount of ''205 million for a stake of 39.88% on fully converted and diluted basis.

Agstack Technologies Pvt. Ltd. (Gramophone)

Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app ‘Gramophone''] for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.

The Company through its wholly owned subsidiary, during the year under review has further invested ''55 million. The Company has invested aggregate amount of ''258.82 million for a stake of 35.74% on fully converted and diluted basis.

Bizcrum Infotech Pvt. Ltd. (ShoeKonnect/Bijnis)

ShoeKonnect is a B2B marketplace (ShoeKonnect” mobile app, www.shoekonnect.com website] that enables footwear brands, manufacturers, wholesalers and retailers to connect, communicate & transact with each other for conducting and expanding their business. The platform facilitates catalogue/inventory uploading, order placement, order receipt, delivery scheduling and payment management amongst manufacturers, wholesalers, manufacturers and retailers.

During the year under review, the Company through its wholly owned subsidiary has further invested ''102.93 million in ShoeKonnect. The Company has invested aggregate amount of ''262.92 million for a stake of 29.68% on fully converted and diluted basis.

Medcords Healthcare Solutions Pvt. Ltd. (Medcords)

Medcords (operated through a website www.medcords.com and its app ‘Medcords''] is a cloud- based ML powered ecosystem that connects and enables various stakeholders of the healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations and follow-up consultations with doctors, and intelligent digitization of users'' medical records and on-demand availability of such records. The venture aims to create IP out of medical data and advanced analytics to create efficient healthcare decision systems for doctors, hospitals, government, etc. They currently have a web-app for doctors and android apps for pharmacies and patients.

Shop Kirana E Trading Pvt. Ltd. (Shopkirana)

Shopkirana is engaged in the business of developing a B2B e-Commerce platform for ordering, delivery, payments and related products/services among various stakeholders in grocery/FMCG supply chain. Shopkirana helps retailers with simple and efficient M-distribution platform by ensuring the most competitive prices, quick delivery and single sourcing channel for retailers while brands have visibility and direct connect to retailers for promotions or product launch.

The Company has invested aggregate amount of ''603.51 million for a stake of 25.36% on fully converted and diluted basis.

Greytip Software Pvt. Ltd. (Greytip)

Greytip is an HR and Payroll SaaS company focused on serving SME customers in India and abroad. Their software solutions cover all areas, including employee information management, leave and attendance management, payroll, expense claims, and more. They enable companies in their digital transformation by streamlining HR operations, increasing productivity, and by enhancing employee experience.

The Company has invested aggregate amount of about ''350 million for a stake of 21.78% on a fully converted and diluted basis.

LQ Global Services Pvt. Ltd. (LegitQuest)

LegitQuest is SaaS product at the intersection of Technology & Legal utilizing Machine Learning, Modern Search algorithm & Data Analytic for the legal professionals. It is a Legal-Tech venture run by versatile team of techsavvy attorneys, engineers and designers who aim to make the practice of law simpler for its end users.

During the year under review, the Company through its wholly owned subsidiary further invested an amount of ''25 million in LegitQuest. The Company has invested aggregate amount of ''40 million for a stake of 21.45% on fully converted and diluted basis.

Metis Eduventures Pvt. Ltd. (Adda247)

Adda247 is an online government jobs preparation platform. It is India''s leading education-technology company that helps students prepare for several government jobs via its multiple platforms bankersadda.com, sscadda. com, Adda247 mobile app, Adda247 Youtube channel, ctetadda.com and Career Power.

The Company has invested about ''280 million in Adda247 for a stake of 16.97% on a fully converted and diluted basis.

Terralytics Analysis Pvt. Ltd. (Terralytics)

Terralytics is engaged in the business of developing real estate intelligence and analytics platform for sale to banks, developers, consulting firms, etc. for diligence, information and other purposes.

The Company has invested about ''50 million in Terralytics for a stake of 20% on a fully converted and diluted basis.

Llama Logisol Pvt. Ltd. (Shipsy)

Shipsy''s vision is to digitalize the entire logistics ecosystem. It has recently launched the platform for Exporters and Importers to manage their vendors for Price Procurement, Shipment Execution and end to end container tracking. The product is designed to empower exporters and importers to digitalize their operations and bring about significant time and cost savings.

During the year under review, the Company through its wholly owned subsidiary invested an amount of ''221.41 million. The Company has invested aggregate amount of ''271.40 million for a stake of 22.45 % on fully converted and diluted basis.

Sunrise Mentors Pvt. Ltd. (Sunrise)

Sunrise is engaged in the business of providing online education and operates an e-learning platform -CodingNinjas.

4B Networks Pvt. Ltd. (Broker Network)

Broker Network enables real estate developers and brokers to communicate with each other and conduct their business via the Broker Network platform.

During the year under review, Company, through ACD, invested about about ''90.02 million for a stake of 12.26% on a fully converted and diluted basis.

Crisp Analytics Pvt. Ltd. (Lumiq)

Lumiq provides an AI based data platform catering to Banks, Insurance companies, NBFCs and other BFSI clients. Their product uses a layer of data adaptors which captures data across workflows creating a data lake which acts as a single source of truth for their clients. They also provide their own data storage and have proprietary AI engine using which they have built various products on top of it like smart underwriting, collection analytics, omni-channel customer experience management among others. It also acts like a PaaS as many of their clients choose to build their own modules on top of their data platform.

The Company, through Redstart, during the year under review, invested about ''15.01 million for a stake of 2.50% on a fully converted and diluted basis.

Unboxrobotics Labs Pvt. Ltd. (Unbox Robotics)

Unbox Robotics is building the first of its kind Sorting System that uses Modular Sorting Robots, AI Software based on Swarm Intelligence and Dynamic Binning Module. Unbox Robotics has built a system that goes live in 2 weeks, saves 50% to 70% warehouse area by using better process layouts and algorithms and saves capital by up to 70% by reducing the number of robots and eliminating the need of capital intensive infrastructure.

The Company, through Redstart, during the year under review, invested about ''10.95 million for a stake of 1.46% on a fully converted and diluted basis.

The aforesaid Investee Company(ies), including the companies that became part of the portfolio during the year (except Unbox Robotics and Lumiq), achieved an aggregate revenue of ''35,630.93 million as against ''38,775.94 million during the previous financial year. The aggregate operating EBITDA level loss was ''7,635.23 million as compared to ''27,330.19 million during the previous financial year.

Investments in following companies were fully provisioned for/written off in the previous years:

a) VCare Technologies Private Limited

b) Unnati Online Private Limited

c) Ideaclicks Infolabs Private Limited

d) Wishbook Infoservices Private Limited

e) Kinobeo Software Private Limited

f) Green leaves Consumer Services Private Limited

g) Rare Media Company Private Limited

h) Mint Bird Technologies Private Limited

The above companies are treated as Associate Companies/Joint Ventures”, except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditors'' Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directors'' Report and Auditors'' Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the FY 2021, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about ''580.32 million into the aforesaid Investee companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://infoedge.in/pdfs/Related-PartyTransaction-Policy.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. This policy also specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at arm''s length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given in Annexure II.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:

• In the nature of Company''s business;

• In the Company''s subsidiaries or in the nature of business carried out by them; and

• In the classes of business in which the Company has an interest.

FUTURE OUTLOOK

It is more than one year since COVID-19 was declared a global pandemic, a year of terrible loss of lives and livelihoods. The rising human toll worldwide and the millions of people that remain unemployed are grim markers of the extreme social and economic strain that the global community still confronts. The entire global economic scenario has been adversely affected by the COVID-19 pandemic and there has been significant slowdown in economic activity. This has had an adverse effect on Info Edge''s core businesses as well i.e. recruitments and real estate. Yet, even with high uncertainty about the path of the pandemic, a way out of this health and economic crisis is increasingly visible. Thanks to the ingenuity of the scientific community, we have multiple vaccines that can reduce the severity and frequency of infections. In parallel, adaptation to pandemic life has enabled the global economy to do well despite subdued overall mobility, leading to a stronger-than-anticipated rebound, on average, across regions. Additional fiscal support in some economies further uplifts the global economic outlook.

The Company expects that a gradual opening up of economies will slowly spur demand. We anticipate a stronger recovery in 2022 and 2023. Info Edge has continued to invest on all elements related to product and service development and has introduced several innovative measures to strengthen the Company''s competitive positioning. It has curtailed sales related and non-core expenditures.

The Company expects that in the post-COVID-19 environment there will be faster absorption of internet-based activities in the domains where it operates. Hence, it is preparing itself to best utilize the next wave of market opportunities as the COVID-19 crisis subsides, hopefully from the second half of FY 2022.

3. Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of the Listing Regulations, a separate section on Corporate Governance” with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekaran & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Act.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 5 (five) times during the year under review. In addition to this, 1 (one) meeting of Independent Directors was also held. The details of the meetings of the Board including that of its Committees and Independent Directors'' meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.

BOARD COMMITTEES

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2021, the Board has 7 Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee,

Nomination and Remuneration Committee, Committee of Executive Directors and Business Responsibility Reporting Committee.

During the year, all recommendations of Audit Committee were accepted by the Board.

The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.

Your Company hereby affirms that no Director/Employee have been denied access to the Chairman of the Audit Committee. There was one complaint received through the said mechanism which did not pertain to the nature of complaints sought to be addressed through this platform. However, the Company took cognizance of the matter and investigated this further to lead it to its logical conclusion.

RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report on Corporate Governance section forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code”) during the financial year 2020-21.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one time settlement, therefore, the same is not applicable.

ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company will be available on the website of the Company at url: www.infoedge.in/annual-return.asp .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At Info Edge, it is our belief that a strong Board is an imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

With this belief in mind, Mr. Sanjeev Bikhchandani (DIN:00065640) has been re-appointed as Executive Vice Chairman & Whole-time Director of the Company, not liable to retire by rotation, for a period of 5 years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the previous Annual General Meeting (AGM) of the Company held on September 22, 2020.

Further, Mr. Hitesh Oberoi (DIN:01 189953) has also been re-appointed as Managing Director & Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years effective April 27, 2021 to April 26,

2026 in accordance with the approval of the shareholders obtained at the previous AGM of the Company held on September 22, 2020.

Mr. Ashish Gupta (DIN: 00521511) had been appointed as an Independent Director on the Board of the Company for his First Term of 5 years effective July 21, 2017. His present tenure as Independent Director is upto July 20, 2022. In the opinion of the Board, he is a well-respected professional who brings a wealth of experience and business acumen to the Board. His vast experience in the realm of Silicon Valley expertise, integrity and proficiency will provide invaluable insights to the Company as Info Edge pivots its service offerings with an intent of digital transformation.

The Board, pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), has approved the proposal for re-appointment of Mr. Ashish Gupta as an Independent Director of the Company for a second term of 4 (four) consecutive years i.e. with effect from July 21, 2022 upto July 20, 2026, subject to the approval of the members in the ensuing 26th Annual General Meeting of the Company. The notice convening the 26th AGM to be held on August 27, 2021 sets out the details.

Mr. Gupta has confirmed his eligibility and willingness to continue in the office of Non-Executive, Independent Director of the Company, if confirmed by the members at the ensuing AGM.

Ms. Bala C Deshpande (DIN: 00020130) was re-appointed for a second term of upto 3 (three) consecutive years on the Board of the Company effective from April 1, 2019 to March 31, 2022 pursuant to the Shareholders approval obtained by way of a Postal Ballot on March 10, 2019. Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations inter-alia prescribe that an independent director may hold office for only upto two consecutive terms of maximum five years each.

As her second term as an Independent Director nears end on March 31, 2022, the Board has, pursuant to recommendation of the NRC and subject to the prior approval of the Shareholders in the ensuing 26th Annual General Meeting of the Company, decided to continue with Ms. Bala C Deshpande as a Non-Executive Director on the Board of the Company for a period of one year after expiry of her present tenure as an Independent Director i.e. with effect from April 01, 2022 till March 31, 2023. The Board believes that continuation of Ms. Bala C Deshpande on the Board, for the time being is vitally important for tackling the challenges around seamless continuity of the Board, seeking the continued benefits of the rich & varied experience of Ms. Bala C Deshpande who has been long associated with the Company and giving reasonable time & flexibility to the NRC & Board to identify suitable candidate for recommending her/his appointment as Independent Director with the right level of leadership ability and skills, particularly in view of the continued pandemic situation where physical meetings are rendered difficult to have face-to-face interactions with potential candidates due to travel & health advisory restrictions imposed by the Govt.

Ms. Bala C Deshpande has confirmed her eligibility and willingness to continue in the office of Non-Executive Director of the Company, if confirmed by the members at the ensuing AGM. The notice convening the 26th AGM to be held on August 27, 2021 sets out the details.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Companies Act, 2013 not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Article 119 of the Articles of Association of the Company, Mr. Hitesh Oberoi (DIN- 01189953) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link www.infoedge.in/pdfs/BoardFamiliarisation.pdf.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas /planning and compliances with all policies of the Company.

The Board of Directors has expressed their satisfaction to the overall evaluation process.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and the Listing Regulations, one meeting of Independent Directors was held during the year i.e. on June 22, 2020 without the attendance of Executive Directors and members of Management.

In addition, the Company encourages regular separate meetings of its Independent Directors to update them on all business-related issues and new initiatives. At such meetings, the Executive Directors and other members of the Management make presentations on relevant issues.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

1. Mr. Hitesh Oberoi, Managing Director & CEO.

2. Mr. Chintan Thakkar, Whole-time Director & CFO.

3. Mr. Murlee Manohar Jain, SVP- Secretarial & Company Secretary.

4. Auditors and Auditor''s Report

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN:101049W/E300004), pursuant to your approval, were appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for FY 2018 to FY 2022.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY ended March 31, 2021.

The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee quarterly.

MAINTAINANCE OF COST RECORDS

The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not applicable on the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

5. Corporate Social Responsibility (CSR)

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company''s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.

The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The CSR Committee also formulate and recommend to the Board of the Company, CSR annual action plan in pursuance to its Policy. The constitution of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report.

CSR FUNDS ALLOCATED

A snapshot of the geography-wise and sector-wise spread of the causes, entities and the kind of themes supported by the Company is given below.

CSR PROJECTS FUNDED IN FY 2020-21

Info Edge''s CSR policy mainly focuses on supporting organizations that are making impactful interventions at various stages across the education and employability spectrum.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate, the top 1000 listed companies by market capitalization, to give Business Responsibility Report (BR Report”) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective (ESG”) in the format specified by the SEBI. Further, SEBI in its continued efforts to enhance disclosures on ESG standards, introduced new requirements for sustainability reporting by listed companies. The new reporting format named, Business Responsibility and Sustainability Report (BRSR”), aims to establish links between the financial results of a business with its ESG performance. This will enable regulators, investors and allied stakeholders to obtain a fair estimate of overall business stability, growth and sustainability (hitherto based on financial disclosures alone). SEBI has mandated that the BRSR will be applicable to the top 1,000 listed entities (by market capitalization) for reporting on a voluntary basis for FY2021—22 and on a mandatory basis from FY2022-23.

The concept of Business Responsibility Report lays down 9 (nine) core principles which a listed company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on Business Responsibility Report” with a detailed compliance report forms part of this Annual Report and is given in Annexure V.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VI to the Directors'' report. The particulars regarding foreign exchange earnings and expenditure are furnished below:

('' in Million)

Particulars

FY2021

FY2020

Foreign exchange earnings

Revenue

787.68

914.93

Total inflow

787.68

914.93

Foreign exchange outflow

Internet & Server Charges

14.74

16.04

Advertising & Promotion Cost

11.00

3.08

Travel & conveyance

-

1.35

Foreign Branch Expenses

192.26

183.57

Others

35.76

41.57

Total Outflow

253.76

245.61

Net Foreign exchange inflow

533.92

669.32

GREEN INITIATIVE

The Company has implemented the Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders.

Further, in view of the COVID-19 pandemic, the Ministry of Corporate Affairs, Government of India (MCA”) vide General Circular No.14/2020 dated April 08, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020 and General Circular No. 02/2021 dated January 13, 2021 (the MCA Circulars”) has allowed companies to conduct their EGM/AGM through video conferencing or other audio visual means and also granted relaxations to issue/service notices and other reports/documents of AGM/EGM/Postal Ballots to its shareholders, only electronically, at their registered e-mail address(es).

Accordingly, in compliance with the aforementioned MCA Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depository Participant. Members may note that the Notice and Annual Report 202021 will also be available on the Company''s website www.infoedge.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com.

The members of the Company are requested to send their request for registration of e-mails following the procedure given below for the purpose of receiving the AGM Notice alongwith Annual Report 2020-21:

a) You may temporarily get your email registered with the Company''s RTA by clicking the link-https://linkintime.co.in/EmailReg/Email_Register.html and following the registration process as guided thereafter. In case of any queries, shareholder may write to rnt.helpdesk@linkintime.co.in, under Help section or Call on Tel no.: 022 - 49186000.

b) For permanent registration of email address, the shareholders are however requested, in respect of electronic holdings, to register their email address with the Depository through the concerned Depository Participants with whom you hold your demat account. In respect of physical holding, please send your email address for registration to the Registrar & Share Transfer Agents of the Company, M/s Link Intime India Pvt. Ltd. at https://linkintime.co.in/EmailReg/Email_Register.html providing Folio No., name of the shareholder, scanned copy of the share certificate (front & back), PAN (Self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card).

Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants/RTA to enable servicing of communication and documents electronically. In case of any queries, shareholder may write either to the Company at investors@naukri.com or to the RTA at aforesaid email id provided.

Registering email address will help in better communication between the Company and you as an esteemed stakeholder and most importantly will reduce use of paper also contributing towards green environment.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Act read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.

6. Human Resources Management

Your Company considers people as its biggest assets and ‘Believing in People'' is at the heart of its human resource strategy. Human resources management at Info Edge goes beyond the set boundaries of compensation, performance reviews and development. Your Company has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that company''s values and principles are understood by all and are the reference point in all people matters.

THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the FY 2021, the Company had received no complaint on sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Rule 5(2) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under the Act forms part of this Report. However, pursuant to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.

COMPANY''S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company''s Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees has been explained in the Report on Corporate Governance section forming part of this Annual Report.

MANAGERIAL REMUNERATION

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year is given on next page.

Name of Director

Designation

Remuneration of Director/ KMP for FY 2021 ('' in million)

% increase in remuneration in the FY 2021

Ratio of

Remuneration of each Director/ to median remuneration of employees

Mr. Kapil Kapoor

Non-Executive Chairman

0.90#

(18.18)

1.42

Mr. Sanjeev Bikhchandani

Promoter, Executive Vice-Chairman

28.94*

12.39

45.72

Mr. Hitesh Oberoi

Promoter, Managing Director & CEO

28.81*

8.59

45.51

Mr. Chintan Thakkar

Whole-time Director & CFO

23.62*$

(0.13)

37.31

Mr. Saurabh Srivastava

Non-Executive, Independent Director

2.05#

(8.89)

3.24

Mr. Naresh Gupta

Non-Executive, Independent Director

1.95#

(12.56)

3.08

Ms. Bala C Deshpande

Non-Executive, Independent Director

1.55#

34.78

2.45

Mr. Sharad Malik

Non-Executive, Independent Director

1.95#

8.33

3.08

Mr. Ashish Gupta

Non-Executive, Independent Director

1.50#

11.11

2.37

Ms. Geeta Mathur

Non-Executive, Independent Director

1.95#

9.55

3.08

Mr. MM Jain

Company Secretary

5.92

(1.82)

9.35

# The Non-Executive/independent Directors are paid sitting fees & commission on the basis of their attendance at the Board/Committee Meetings. Any variation highlighted above in remuneration of these Directors is on account of number of meetings held or attended during the year

$ Remuneration of Mr. Chintan Thakkar in the table above does not include employee share based payment.

* The remuneration paid to the three Executive Directors of the Company last year did not include the amount of annual bonus/commission payable to them for FY2020, as mentioned in Annual Report last year. The Board of Directors reviewed the performance of the Company regularly & accordingly approved the payment of such annual Bonus in December 2020 @ 85% of the proposed eligiblity amount. Remuneration for FY 2021 includes the amount of such Bonus/commission for the year.

THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR.

The percentage increase in the median remuneration of the employees of the Company during the financial year is 0.6% as compared to last year.

THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY.

4283

AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION

There were no increments given to employees of the Company generally in FY 2021 except few employees in the Tech & Product teams. Further, there was no increase in the managerial remuneration in FY2021.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

EMPLOYEE STOCK OPTION PLAN

Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company.

ESOP-2007 (MODIFIED IN JUNE 2009) : This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants.

ESOP-2015: This is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2021 with regard to the Employees'' Stock Option Scheme (ESOS) are annexed with this report as Annexure VII.

A certificate from M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004) with regards to the implementation of the Company''s Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.

The shares to which Company''s ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. Thus, there are no shares in which employees hold beneficial ownership however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.

7. Directors'' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Act the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

APPRECIATION

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth.

We, hereby, wish to place on record our appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, our consistent growth would not have been possible. Your Directors further wish to thank our investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their continued support & their confidence in the Company and its management and look forward for their continuous support.

For and on behalf of Board of Directors

Kapil Kapoor

Date: July 5, 2021 Chairman

Place: Noida DIN: 00178966

Director’s Report