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Info Edge (India) Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 72196.34 Cr. P/BV 5.46 Book Value (Rs.) 1,022.86
52 Week High/Low (Rs.) 5545/3554 FV/ML 10/1 P/E(X) 0.00
Bookclosure 17/11/2023 EPS (Rs.) 0.00 Div Yield (%) 0.34
Year End :2022-03 

The Board of Directors of your Company take pleasure in presenting the Twenty Seventh (27th) 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 31,2022.

RESULTS OF OPERATIONS

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

(' in million)

sr.

particulars

standalone

consolidated

No.

FY22

FY21

FY22

FY21

1.

Net Revenue

15,624.59

11,280.00

15,890.26

11,280.00

2.

Other Income

1,702.38

1,189.88

4,403.62

1,493.96

3.

Total income (1 2)

17,326.97

12,469.88

20,293.88

12,773.96

Expenditure:

a) Network and other charges

318.96

284.47

340.16

284.87

b) Employees Cost

7,112.66

5,632.55

7,463.05

5,673.54

c) Advertising and Promotion Cost

2,850.97

1,826.06

2,860.78

1,826.06

d) Depreciation/Amortization

400.63

442.84

449.05

447.96

e) Administration & other Expenditure

704.70

655.93

833.91

683.41

4.

Total expenditure

11,387.92

8,841.85

11,946.95

8,915.44

5.

EBITDA(3-4 3d)

6,339.68

4,070.87

8,795.98

4,306.48

6.

Finance Cost

46.28

57.87

46.51

57.89

7.

Share of Profit/(loss) of Joint Ventures/Associate

-

-

21,953.62

(2,118.73)

8.

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

5,892.77

3,570.16

30,254.04

1,681.90

9.

Exceptional Item-(loss)/gain

95,116.21

(32.24)

111,747.10

14,341.16

10.

Net profit before tax (8 9)

101,008.98

3,537.92

142,001.14

16,023.06

11.

Tax Expense

11,783.51

753.09

13,178.84

1,842.76

12.

Net profit after tax (10-11)

89,225.47

2,784.83

128,822.30

14,180.30

13.

Share of Minority interest in the (profit)/losses of Subsidiary Companies

-

-

(1,226.59)

(17.23)

14.

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

7,000.44

74.04

(7,701.53)

50.06

15.

Total comprehensive Income (12 13 14)

96,225.91

2,858.87

119,894.18

14,213.13

1. FINANCIAL REVIEW

STANDALONE FINANCIAL STATEMENTS

The annual Audited Standalone Financial Statements for the financial year ended March 31,2022 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.

In FY22, COVID-19 pandemic continued to be a global challenge, creating disruption across the world. The second round of COVID-19 adversely affected India across regions during the first quarter. There was significant loss of lives and the economy hit another roadblock just as it was emerging on a recovery path post the first phase of COVID-19 in FY21. From an economic perspective, India withstood the second wave of COVID-19 reasonably well and rebounded on its growth path through the course of FY22.

The Company has been one of India's leading digital companies that services different economic domains through its specialised online offerings. There has been a rapid shift of many economic activities from physical platforms to online domains during the last two years due to COVID-19. In fact, the Indian population has moved much faster towards adoption of digital technologies. This behavioural shift has provided further growth opportunities for the Company. With strong performance and steady quarter-on-quarter growth, the Company has emerged from the COVID-19 related slowdown and is back on a strong 'renewed growth momentum'.

The Revenue from operations for FY22 was up by 38.52% to ?15,624.59 Million from ?11,280.00 Million for the FY21.

The total income of the Company stood at ?17,326.97 Million up by 38.95% for FY22 from ?12,469.88 Million for FY21. The other income of the Company contributed ?1,702.38 Million to the total income for FY22.

The total expenses for the year stood at ?11,434.20 Million up by 28.48% for the FY22 from ?8,899.72 Million for the FY21.

During the year under review, there was an exceptional gain of ?95,116.21 Million majorly on account of unrealized mark to market gain on the date of listing of Zomato Ltd.

Operating EBITDA, for the year, was up by 60.96% over previous year and stood at ?4,637.30 Million in comparison with ?2,880.99 Million in FY21. Profit before tax (PBT) from ordinary activities (before exceptional items) is ?5,892.77 Million in FY22 as against ?3,570.16 Million in FY21.

DIVIDEND

Your Company has been maintaining a consistent & impressive track record of dividend payments for past many years, in line with its approved Dividend Distribution Policy. The said Policy is available on the Company's website at http://www.infoedge.in/pdfs/Dividend-Policy-feb21.pdf

For the year under review, the Board of Directors of the Company had declared an Interim Dividend as per following details:

Type of Dividend

Date of Declaration

Record

Date

Rate of % Dividend per share (face value ?10 per share)

Total

Payout

(^Million)

Interim

Dividend

January 7, 2022

January 18, 2022

CO

CO

o

1,030.27

Further, the Board of Directors in its meeting held on May 27, 2022 have recommended payment of Final Dividend at the rate of ?5/- per share for FY22. However, the payment of Final Dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company to be held on August 26, 2022. The record date for the purposes of the Annual General Meeting and payment of Final Dividend is August 19, 2022 and the same will be paid on or after September 16, 2022.

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.

The Register of Members and Share Transfer Books of the Company shall remain closed from August 20, 2022 to August 26, 2022 for the purpose of the Annual General Meeting and payment of Final Dividend.

TRANSFER TO RESERVES

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

SHARE CAPITAL

During the year under review, there has been no change in the paid-up share capital of the Company. As on March 31, 2022, the paid-up share capital stood at ?1,287,841,200/-divided into 128,784,120 equity shares of ?10/- each.

The Company has not issued shares with differential voting rights or sweat equity shares during FY22.

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 FY22 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. The 'Others' segment 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 recruitment solutions portfolio pivots on the core brand-naukri.com, which remains the Company's flagship product and continues to remain the primary source of revenue and cash generation for the Company. In terms of share of internet traffic amongst similar HR service providers, naukri.com has leadership with over 75% traffic share amongst traditional job boards in India and the share continues to improve. Over the last two decades, naukri. com emerged as a stand-out market winner. The business is being rapidly supported by a growing bouquet of offerings within the recruitment space viz. firstnaukri.com, naukrigulf.com, quadranglesearch.com, iimjobs.com, hirist. com, ambitionbox.com, bigshyft.com, jobhai.com.

Further, the Company has acquired Zwayam Digital Pvt. Ltd. (Zwayam) and Axilly Labs Pvt. Ltd. (DoSelect). Zwayam is engaged in the business of providing SaaS based sourcing and screening recruitment solutions and providing end to end recruitment solutions with configurable plug and play modules. Essentially, it is an AI enabled talent management platform. DoSelect provides technical assessment services, increasingly used by clients to recruit tech talent and for learning solutions. It delivers these services via its technical assessment platform doselect.com.

During the year under review, revenue from Recruitment Solutions segment was up by 44.21% from ?8,003.66 Million in FY21 to ?11,542.16 Million in FY22. Operating EBITDA from Recruitment Solutions in FY22 was ?6,798.49 Million as compared to ?4,375.10 Million in FY21.

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 40% of traffic, 99acres is the clear leader amongst major players in the market. In the past few years, it has witnessed a slew of external changes - be it demonetisation, RERA, the introduction of GST or the fallout from the COVID-19 pandemic. All these measures, reforms and scenarios have triggered an evolution in this industry. An industry that was earlier broken, unstructured, and unorganised, is today flooded with new concepts, innovative solutions and efficient practices. From a product perspective too, there have been innovations with strong growth in alternate asset classes like student housing, co-working and ResiTel.

The widespread utilisation of online media during the COVID phase has also permeated the real estate sector in India. With a significantly higher level of online activity, a new era of online home buying and selling has taken off. The broker community across the country has also increasingly started adopting online tools. In line with this trend the share of digital in advertising spends for the industry increased during FY22.

These trends have also significantly increased the competition levels amongst players in the online real estate classified space in India. Different players in the industry have increased their marketing spends, invested in product enhancements and focused on driving up their market shares. In this highly competitive environment, 99acres matched these developments and invested in brand, data science and customer experience to maintain its leadership position in terms of traffic share.

In line with the market conditions, the Company's real estate portfolio went through a difficult phase in the first half of FY22. There has been a recovery in the second half. However, profitability has also been under pressure due to increased competition. The Company remains committed to develop the portfolio and from a strategic perspective, the business continues to be in development mode. During the year under review, the Company through its wholly-owned subsidiary, Allcheckdeals India Pvt. Ltd., acquired substantial stake in 4B Networks Pvt. Ltd. ('4B Networks'). 4B Networks is engaged in enabling real estate developers and brokers to communicate with each other and conduct their business via Broker Network platform.

During the year under review, real estate business was up by 25.06% from ?1,737.78 Million in FY21 to ?2,173.22 Million in FY22. Operating EBITDA loss from real estate business stood at ?782.14 Million in FY22.

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 be strong brands in their segments. They were also relatively less affected by COVID.

Jeevansathi.com is one of the leading and most trusted matrimony websites in India. It offers a platform for free listing, searching and expressing interest for marriage and its revenues are generated from payments to get contact information and certain value-added services. Initiating conversation with other users through various means on the platform requires users to buy subscriptions for certain pre-defined durations. Some subscription plans also offer higher visibility on the platforms and assisted services. Almost the entire revenue of Jeevansathi is generated from subscriptions which includes first time and renewing user payments. The second wave of COVID-19 in the beginning of FY22 caused a slowdown in the category which was particularly acute in northern parts of the country. In November 2021, as the COVID-19 cases reduced and the traditional marriage season started across most parts of the country, this category started getting back to its original growth trajectory. Further, during FY22, the Company acquired substantial stake in an online dating company Aisle Network Pvt. Ltd. (Aisle) which runs multiple dating platforms on the web and mobile apps-Aisle, Anbe, Arike and HeyDil which allow users to browse through profiles of other users with the intent of finding their suitable partner. The Company expects a strong growth in utilization of such platforms directly by prospective brides and grooms to interact before deciding on their life partners. Introducing this product in the matchmaking business portfolio adds a new dimension to the business, which is designed specifically for future growth.

Further, within the online education classifieds space, the Company provides educational classifieds and related services through its website www.shiksha.com. This website is a platform that helps students decide undergraduate and postgraduate options, by providing useful information on careers, exams, colleges and courses. It is essentially a college and course selection site and not a course provider site. During the FY22, the focus of this business has been extended from merely being an online higher education classifieds platform to becoming an interactive internet site providing composite student counselling platform. This strategic shift has led to rapid changes in its course of operations with a much wider scope for value creation and revenue generation. This business generates its revenue from two sources, firstly by providing branding and advertising solutions for colleges and universities and secondly, through lead generation wherein potential student or applicants' details are bought by colleges and their agents.

With revenues from these other verticals increasing by 24.09%, their combined contribution to the Company's revenue was 12.22% in FY22. Jeevansathi.com grew by 3.44% & Shiksha.com grew by 59.22%. 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/Trustees. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Zomato Ltd., PB Fintech Ltd., International Educational Gateway Pvt. Ltd., Shopkirana E Trading Pvt. Ltd., Llama Logisol Pvt. Ltd. and Metis Eduventures Pvt. Ltd., unaudited financial statements have been considered.

Your Company, on a consolidated basis, achieved net revenue of ?15,890.26 Million during the year under review as against ?11,280.00 Million during the previous financial year, up by 40.87% year on year. The total consolidated income for the year is ?20,293.88 Million as compared to ?12,773.96 Million in FY21.

Operating EBITDA, on a consolidated basis, for the year, stood at ?4,392.36 Million in comparison with ?2,812.52 Million in FY21. Total Comprehensive Income, in FY22, is reported to be ?119,894.18 Million in comparison to total Comprehensive Income of ?14,213.13 Million in FY21.

DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES

As on March 31, 2022, the Company has 16 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:

Aisle Network pvt. ltd. (Aisle)

Aisle is engaged in the business of running multiple dating platforms on the web via its mobile apps Aisle, Anbe, Arike and HeyDil. These platforms allow users to browse through profiles of other users with the intent of finding their suitable partner.

During the year under review, the Company through Jeevansathi Internet Services Pvt. Ltd. (JISPL), a wholly-owned subsidiary, had agreed to acquire 21,483 shares comprising 11,699 Compulsorily Convertible Preference Shares and 9,784 Equity Shares via mix of primary infusion and secondary purchase for an aggregate cash consideration of about ?909.93 Million. As on March 31, 2022, the Company through JISPL holds an aggregate stake of about 79.22% of the paid-up share capital of Aisle, on a fully diluted basis (pre-creation of ESOP pool). Consequently, Aisle has become the step-down subsidiary of the Company.

As part of the Company's strategic investments, this investment would help the Company to strengthen its offerings in the match making segment by addressing the needs of people of different age groups and beliefs, searching for a suitable match for them.

4b Networks pvt. ltd. (4b Network)

4B Network enables real estate developers and brokers to communicate with each other and conduct their business via the Broker Network platform. It helps brokers conduct site visits and provide home loan related services to their clients.

During the year under review, the Company, through Allcheckdeals India Pvt. Ltd., a wholly-owned subsidiary, invested ?1,769.98 Million in 4B Network. Further, the Company through its aforesaid wholly-owned subsidiary, had also extended a loan of ?100 Million to 4B Network, which had been repaid during the year.

The Company as on March 31,2022 holds stake of 62.52% of the paid-up share capital of 4B Network on a fully converted and diluted basis. Consequently, 4B Network has become the step down subsidiary of the Company.

zwayam Digital pvt. ltd. (zwayam)

During the year under review, the Company had acquired 100% paid-up share capital of Zwayam, on a fully diluted basis, for an aggregate cash consideration of about ?604.11 Million. 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's revenue for FY22 stood at about ?116.30 Million.

Further, Zwayam during the year under review, issued and allotted 1,400,000, 0.0001% Compulsorily Convertible Debentures of ? 100/- each to the Company for ?140 Million. Further, Zwayam had availed an inter-corporate loan of about ?107.32 Million from the Company, which had been repaid during the year.

Axilly labs pvt. ltd. (DoSelect)

During the year under review, the Company acquired 100% paid-up share capital of DoSelect for an aggregate cash consideration of about ?209.61 Million. 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 'doselect.com' This acquisition would help the Company to offer a new variety of services under its flagship brand naukri.com. DoSelect revenue for FY22 stood at about ?161.79 Million.

Further, DoSelect during the year under review, issued and allotted 200,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?20 Million. Further, DoSelect had availed an inter-corporate loan of about ?7.97 Million from the Company, which had been repaid during the year.

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 on next page:

1. Startup Investments (Holding) Ltd. (SIHL), is a

wholly-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/units:

• 1,384 Compulsorily Convertible Preference Shares through a mix of primary and secondary acquisition of shares of Bizcrum Infotech Pvt. Ltd. ('ShoeKonnect' or 'Bijnis') for an aggregate consideration of about ?372.66 Million.

• 30,835 Compulsorily Convertible Preference Shares of Agstack Technologies Pvt. Ltd. ('Gramophone') for an aggregate consideration of about ?272.99 Million.

• 5,682 Compulsorily Convertible Preference Shares of International Educational Gateway Pvt. Ltd. ('Univariety') for an aggregate consideration of about ?60 Million.

• 11,313 Compulsorily Convertible Preference Shares of Shop Kirana E Trading Pvt. Ltd. ('Shopkirana') for an aggregate consideration of about ?534.72 Million.

• 1,871 Compulsorily Convertible Preference Shares of Printo Document Services Pvt. Ltd. ('Printo') for an aggregate consideration of about ?40 Million.

• 6,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund ('IEVF'), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, for consideration of ?600 Million.

• 1,046 Compulsorily Convertible Cumulative Preference Shares of Llama Logisol Pvt. Ltd. ('Shipsy') for an aggregate consideration of about ?389.39 Million.

SIHL invested ?2 Million in its group company namely NewInc Internet Services Pvt. Ltd. by way of acquisition of

20.000, 0.0001% Compulsorily Convertible Debentures at a price of ?100/- each.

SIHL, during the year under review, issued and allotted

21.700.000, 0.0001% Compulsorily Convertible

Debentures of ?100/- each to the Company for ?2,170 Million.

Further, subsequent to the end of the year under review and upto the date of this report, SIHL made following investments by way of subscription/ purchase of shares/units:

• 3,789 Compulsorily Convertible Preference Shares of International Educational Gateway Pvt. Ltd. ('Univariety') for an aggregate consideration of about ?40 Million.

• 3,530 Ordinary Shares of Shop Kirana E Trading Pvt. Ltd. ('Shopkirana') for an aggregate consideration of about ?133.48 Million.

• 62 Equity Shares of Llama Logisol Pvt. Ltd. ('Shipsy') for an aggregate consideration of about ?23.08 Million.

• 2,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund ('IEVF'), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, for consideration of ?200 Million.

Also, during the current financial year, SIHL has availed an inter-corporate loan of ?200 Million from the Company.

SIHL also holds a stake of 1.93% in PB Fintech Ltd. ('Policybazaar'), on fully convertible and diluted basis.

I t reported total comprehensive income of ?4,760.61 Million in FY22 as compared to income of ?2.54 Million in FY21.

2. Diphda Internet services Ltd. (Diphda), had the total comprehensive income of ?8,537.54 Million in FY22 as compared to loss of ?0.02 Million in FY21.

Diphda holds 4.20% stake in 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 was ?0.64 Million in FY22 as compared to ?0.90 Million in FY21.

The Company owns 50.01% of MTL while MTL holds about 13.32% in Policybazaar.

During the year under review, MTL and PB Fintech Ltd. approved a Scheme of Amalgamation between MTL ('Transferor Company') and PB Fintech Ltd. ('Transferee Company') and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder ('Scheme'). The Joint Application before the Hon'ble National Company Law Tribunal (Hon'ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 28, 2021. However, MTL received a request letter from PB Fintech Ltd. seeking its consent for withdrawal of the aforesaid Scheme from the Hon'ble Tribunal in order to expedite the process of its IPO. In view of the above, the Board of Directors of MTL had passed a resolution approving the withdrawal of the aforesaid Scheme, subject to approval of the Hon'ble Tribunal. Thereafter, the Hon'ble Tribunal vide its Order dated October 28, 2021, had approved the withdrawal of the said Scheme. Thereafter, both the companies had agreed that they intend to file a fresh scheme, in the same form as the current Scheme, after making requisite changes due to listing of PB Fintech Ltd. post completion of the said IPO.

Accordingly, MTL and PB Fintech Ltd., at their respective Board Meetings, held on April 26, 2022, had approved the fresh Scheme of Amalgamation between MTL ('Transferor Company') and PB Fintech Ltd. ('Transferee Company') and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder ('Scheme'). The said Scheme is subject to the necessary regulatory and statutory approvals. Upon the said Scheme becoming effective and pursuant to proportionate share issuance by the Transferee Company to the shareholders of the Transferor Company, economic interest of the Company in PB Fintech Ltd. shall remain unchanged.

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 aforesaid Scheme has been filed by the Transferee Company with the NSE and BSE and after receipt of their respective no-objection certificate, a Joint Application shall be filed before the Hon'ble Tribunal, under the provisions of Sections 230 to 232 of the Act.

4. Naukri Internet Services Ltd. (NISL), had no revenue during the year. The total comprehensive income of NISL on account of other income & exceptional gain is ?290.68 Million in FY22 as compared to ?7.47 Million in FY21.

Further, NISL holds a stake of 0.06% in Zomato, on fully convertible and diluted basis.

5. Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. The total income was ?1.40 Million in FY22 as compared to ?2.35 Million in FY21 on account of other Income.

ACD, during the year under review, issued and allotted,

18,500,000, 0.0001% Compulsorily Convertible

Debentures of ?100/- each to the Company for ?1,850 Million.

During the year under review, ACD acquired 14,932 Compulsorily Convertible Preference Shares of 4B Network for aggregate consideration of about ?1,769.98 Million. Further, ACD has also acquired 50,000 Compulsorily Convertible Debentures of NewInc Internet Services Pvt. Ltd. for aggregate consideration of about ?5 Million.

Further, ACD had also extended a loan of ?100 Million to 4B Network, which has been repaid.

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 ?8.23 Million as compared to ?0.01 Million in FY21 on account of other income.

During the year under review, NewInc issued and allotted 50,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to ACD for ?5 Million and

also issued and allotted 20,000-0.0001% Compulsorily Convertible Debentures at a price of ?100/- each to SIHL for ?2 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 ?0.02 Million in FY22 as compared to ?0.03 Million in FY21 on account of other income.

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 ?0.24 Million in FY22 as against ?0.11 Million in FY21.

During the year under review, JISPL issued and allotted 9,100,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?910 Million.

During the year, JISPL agreed to acquire 11,699 Compulsorily Convertible Preference Shares and 9,784 Equity Shares via mix of primary infusion and secondary purchase for aggregate consideration of about ?909.93 Million of Aisle Network Pvt. Ltd (Aisle). As on March 31, 2022, the Company through JISPL holds a stake of about 79.22% (pre-creation of ESOP pool) on a fully converted & diluted basis in Aisle.

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, registered with SEBI as a Category-II AIF under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Beacon Trusteeship Limited is the Trustee.

Further, subsequent to the end of the year under review, SMISL has agreed to act as investment manager to two other AIFs namely Info Edge Capital

('IEC') and Capital 2B ('C2B'). IEC and C2B are trusts registered with SEBI as Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Credentia Trusteeship Services Private Limited is the Trustee.

Further, upto the date of this report, SMISL has agreed to make the following contributions in AIFs in capacity of a contributor/investment manager:

• Contribution of ?50 Million in IE Venture

Fund Follow-on I, second Scheme of IEVF by subscription of 500,000 Class B Units of ?100/-each;

• Contribution of ?50 Million in IE Venture

Investment Fund II, a Scheme of IEC by subscription of 500,000 Class B Units of ?100/-each; and

• Contribution of ?50 Million in Capital 2B Fund I, a Scheme of C2B by subscription of 500,000 Class B Units of ?100 each.

SMISL had the total income of ?156.34 Million in FY22 as compared to ?80.53 Million in FY21.

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 ?7.73 Million in FY22 as compared to ?15.64 Million in FY21 on account of other income.

During the year under review, SISL issued and allotted

11,600,000, 0.0001% Compulsorily Convertible

Debentures of ?100/- each to the Company for ?1,160 Million.

Further, SISL acquired 13,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund ('IEVF'), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds regulations) 2012 for ?1,300 Million.

11. Highorbit careers pvt. Ltd. (Highorbit/iimjobs.com),

became wholly-owned subsidiary of the Company in FY20, consequent to acquisition of its 100% share capital by the Company.

The Board in its meeting held on November 10, 2020 had approved the Scheme of Amalgamation with Highorbit (the Scheme) and filed a Joint Application before the Hon'ble National Company Law Tribunal

(Hon'ble Tribunal), Principal Bench, New Delhi under the provisions of Sections 230 to 232 of the Act.

The 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 the Company 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 approval of 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 Tribunal for obtaining sanction to the Scheme.

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 issued vide its Order on such second motion Joint Petition were duly complied with by the Company.

The Hon'ble Tribunal had pronounced the Order to sanction the Scheme which was uploaded on its official portal on February 23, 2022 and the same was submitted to the Stock Exchanges for information and record. Further, the Hon'ble Tribunal issued a Certified Copy of the Order on March 8, 2022, which was duly filed with the Stock Exchanges and Registrar of Companies.

According to the statutory provisions and the terms stated under the Scheme, the amalgamation took place with effect from the Appointed Date i.e. April 1, 2020 and became operative from April 2, 2022, the Effective Date i.e. the date of filing of the certified copy of the order of the Hon'ble Tribunal with the Registrar of Companies, NCT of Delhi & Haryana.

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 4,500,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?450 Million. Further, Redstart made the following investments by way of subscription/purchase of shares/convertible notes:

• 1,248 Compulsorily Convertible Preference Shares of Unboxrobotics Labs Pvt. Ltd. for an aggregate consideration of about ?95.03 Million.

• 643 Compulsorily Convertible Preference Shares of BrainSight Technology Pvt. Ltd. for an aggregate amount of about ?10.95 Million.

• 1 Equity Share and 54,092 Compulsorily Convertible Preference Shares of String Bio Pvt. Ltd. for an aggregate amount of about ?15 Million.

• 316 Compulsorily Convertible Preference Shares through primary purchase & 216 Equity shares through secondary purchase of Attentive AI Solutions Pvt. Ltd. for an aggregate amount of about ?37.10 Million.

• 2 Equity Shares & 1,390 Compulsorily

Convertible Preference Shares of Skylark Drones Pvt. Ltd. for an aggregate amount of about ?6 Million.

• 841,514 Preferred stock of Ray loT Solutions Inc. for an aggregate amount of about ?22.36 Million.

• Convertible notes of AarogyaAl Innovations Pvt. Ltd. for an aggregate amount of about ?22.5 Million.

• 16,667 Preference Shares of Psila Tech Pte. Ltd. for an aggregate amount of about ?57.30 Million.

Further, subsequent to the end of the year under review and upto the date of this report, following investments were made by Redstart by way of subscription/purchase of shares:

• 2,308 Compulsorily Convertible Preference Shares of Vyuti Systems Pvt. Ltd. for an aggregate amount of about ?22.50 Million.

• 2,000 Compulsorily Convertible Preference

Shares of Sploot Pvt. Ltd. for an aggregate amount of about ?37.50 Million.

Further, during the current financial year, Redstart has availed an inter-corporate loan of ?650 Million from the Company.

The total income of Redstart stood at ?4.42 Million in FY22 as against ?2.64 Million in FY21 on account of other income.

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.

Initially, Zomato had 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.

Thereafter, 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 equity shares of Zomato got listed on BSE and NSE on July 23, 2021. The Company had also participated in the Offer for Sale and sold 49.3 Million

shares for a consideration of ?3,750 Million. With effect from its listing date, Zomato ceased to be a joint venture (i.e. jointly controlled entity).

As on March 31, 2022, the Company directly holds an aggregate stake of 15.18% in Zomato and indirectly, through NISL holds a stake of 0.06% in Zomato, on fully convertible and diluted basis.

PB Fintech Ltd. (PB Fintech/Policybazaar)

PB Fintech [Formerly known as Etechaces Marketing & Consulting Pvt. Ltd.] 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. During the year under review, shares of PB Fintech got listed on NSE & BSE on November 15, 2021. Effective listing date, PB Fintech has ceased to be an associate company.

The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint Ventures, in PB Fintech as on March 31, 2022 is 19.45%. However, since 49.99% of Makesense Technologies Ltd. (holding 13.32% in Policybazaar) is held by by MacRitchie Investments Pte. Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd. (Temasek), the Company's relevant economic interest in PB Fintech is 12.79%.

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, flyers/leaflets, 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, SIHL has further invested about ?40 Million in Printo. The Company as on March 31, 2022, through SIHL holds stake of 26.20% on a fully converted and diluted basis.

Happily unmarried marketing pvt. ltd. (Hum)

The business of HUM generates revenues from design and sale of fun creative products as also a men's grooming range (Ustra) and has a large addressable market.

The Company as on March 31, 2022 through its wholly-owned subsidiary, SIHL, holds stake of 29.88% on a fully converted and diluted basis.

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 as on March 31, 2022 through its wholly-owned subsidiary, SIHL, holds stake of 48.10% on a 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 through its wholly-owned subsidiary SIHL, during the year under review has further invested ?60.00 Million in Univariety. The Company till March 31, 2022 has invested aggregate amount of ?265.01 Million for a stake of 48.90% on fully converted and diluted basis. Further, during the current financial year, the Company through SIHL has invested ?40.00 Million in Univariety.

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.

During the year under review, the Company through its wholly-owned subsidiary, SIHL has further invested ?272.99 Million. The Company has invested aggregate amount of ?531.81 Million for a stake of 34.58% 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, SIHL has further invested ?372.66 Million in ShoeKonnect. The Company has invested aggregate amount of ?635.58 Million for a stake of 27.58% 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.

The Company through SIHL, a wholly-owned subsidiary, has invested aggregate amount of about ?96.38 Million for a stake of 14.24% on fully converted and diluted basis.

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.

During the year under review, the Company through its wholly-owned subsidiary SIHL, has further invested ?534.72 Million in Shopkirana. The Company till March 31, 2022 has invested aggregate amount of ?1,138.24 Million for a stake of 24.88% on fully converted and diluted basis.

Further, during the current financial year, the Company through SIHL has invested ?133.48 Million in Shopkirana.

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.

During the year under review, the Company has further invested ?300 Million in Greytip. The Company has invested aggregate amount of about ?650 Million for a stake of 30.19% 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.

The Company through its wholly-owned subsidiary SIHL, 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.

During the year under review, the Company has further invested ?411.90 Million in Adda247. The Company has invested aggregate amount of ?691.88 Million for a stake of 25.60% on 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 till March 31, 2022 has invested about ?50 Million in Terralytics for a stake of 22.22% on a fully converted and diluted basis.

During the current financial year, the Company invested about ?36.98 Million in Terralytics.

Uama 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, SIHL has invested an amount of ?389.39 Million. The Company has till March 31, 2022 invested aggregate amount of ?660.79 Million for a stake of 22.33% on fully converted and diluted basis.

Further, during the current financial year, the Company through SIHL also invested ?23.08 Million in Shipsy.

sunrise mentors pvt. ltd. (sunrise)

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

The Company has invested about ?370.97 Million in Sunrise for a stake of 25% on a fully converted and diluted basis.

Juno learning pvt. ltd. (Juno)

Juno is engaged in the business, which is an interactive, online school that teaches sales techniques, processes, and tools to students and entry-level professionals in an experiential manner, to enhance employability.

The Company, during the year under review, invested about ?112.50 Million in Juno for a stake of 25% 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, has 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 ?95.03 Million. The Company through Redstart has invested aggregate amount of ?105.98 Million for a stake of 6.12% on fully converted and diluted basis.

BrainSight Technology Pvt. Ltd. (BrainSight)

BrainSight is engaged in the business of facilitating the discovery of holistic reporting built with imaging modalities such as fMRI, sMRI and digital phenotypes processed through AI powered platform developed by the company.

BrainSight is creating an advanced suite of neuroinformatics, which combines 3D visualization, 3D modeling, AI and advanced imaging modalities like resting-state fMRI with other modalities, to offer a comprehensive picture of the brain.

The Company through Redstart, during the year under review, invested about ?10.95 Million for a stake of 4.00% on a fully converted and diluted basis.

String Bio Private Limited (String Bio)

String Bio is engaged in the business of developing, manufacturing and selling of value added products from biological processes, including but not limited to developing, manufacturing, marketing, and selling of feed protein, human protein, carotenoids, acetic acid, lactic acid, succinic acid or any other products by applying the technology (SIMP platform) of converting the organic waste, biogas, methane using recombinant methanotrophic bacteria, micro-organisms and processes for fermentation and purification of value added products from gaseous substrates.

The Company through Redstart, during the year under review, invested about ?15.00 Million for a stake of 1.19% on a fully converted and diluted basis.

Attentive AI solutions pvt. ltd. (Attentive AI)

Attentive AI is a deep learning company that applies machine learning computer vision algorithms on satellite imagery to generate business insights useful for insurance, navigation, landscaping and other industries.

The Company through Redstart, during the year under review, invested about ?37.10 Million for a stake of 4.43% on a fully converted and diluted basis.

skylark Drones pvt. ltd. (skylark)

Skylark is engaged in the business of providing worksite intelligence (including data such as site conditions and/or data analytics) (on platform developed by the Company) to its customers of data collected by it and any other business that the Company undertakes in the future as permitted by its Charter Documents.

The Company through Redstart, during the year under review, invested about ?6 Million for a stake of 1.19% on a fully converted and diluted basis.

ray IOT solutions Inc. (Ray IOT)

Ray IOT develops a non-contact breathing and sleep tracker for babies. Raybaby analyzes and relays a host of information about your baby's health through an app called 'Smart Journal' Ray IOT has created the first and only noncontact wellness and sleep tracker.

The Company through Redstart, during the year under review, invested about ?22.36 Million for a stake of 4.91% on a fully converted and diluted basis.

AarogyaAI Innovations pvt. ltd. (AarogyaAI Innovations)

AarogyaAI Innovations is engaged in the business of diagnosis of drug-resistant diseases with the help of machine learning and AI-powered software. There machine learning algorithm provides the output report of the comprehensive drug susceptibility status of the patient based on the DNA sequence of the patient.

The Company through Redstart, during the year under review, invested about ?22.50 Million in AarogyaAI Innovations by acquisition of convertible notes.

psila tech pte. ltd. (psila)

Psila is engaged in building a platform for discovering and understanding crypto and allied assets, community led social trading through integration with crypto exchanges. The Company through Redstart, during the year under review, invested about ?57.30 Million for a stake of 13.38% on a fully converted and diluted basis.

sploot pvt. ltd. (sploot)

Sploot is engaged in the business of providing products and services to pet parents with respect to the pet's health, behaviour and nutrition through content and app-based help. This includes organization of pet's medical records, everyday tasks and access to professionals and services.

During the current financial year, the Company through Redstart, invested about ?37.50 Million for a stake of 15% on a fully converted and diluted basis.

Vyuti Systems Pvt. Ltd. (Vyuti)

Vyuti is engaged in business of designing, developing, manufacturing, selling and servicing of hardware and software solutions based on machine vision technology that enables industrial robotic arms in auto component and OEM manufacturing sectors, to universally pick, orient and place rigid objects from random orientations.

During the current financial year, the Company through Redstart, invested about ?22.50 Million for a stake of 2.06% 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 Lumiq, Unbox Robotics, BrainSight, String Bio, Attentive AI, Skylark, Ray loT, AarogyaAl Innovations, Psila, Sploot, Vyuti and other listed investee companies), achieved an aggregate revenue of ?10,323.16 Million as against ?6,826.42 Million during the previous financial year. The aggregate operating EBITDA level loss was ?3,353.61 Million as compared to ?1,351.46 Million during the previous financial year.

The above companies are treated as 'Associate Company/ 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.

Contributions made to Alternate Investment Funds

The Company had set up its first Alternative Investment Fund ('AIF') in FY20 named Info Edge Venture Fund ('IEVF') to invest in technology and technology enabled entities. Smartweb Internet Services Ltd., a wholly-owned subsidiary of the Company, acts as an Investment Manager/Sponsor to the said AIF. IEVF was capitalized with ?750 crores with 50% being invested by the Company and 50% by MacRitchie Investments Pte. Ltd. (a wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd.)

Subsequently, the Company during the current financial year has added second scheme, IE Venture Fund Follow-on I ('IEVF Follow-on Fund') to the IEVF and floated other two AIFs namely, Info Edge Capital ('IEC') and Capital 2B ('C2B'). IEC and C2B are registered with SEBI as a Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012. IEC has launched a scheme namely, IE Venture Investment Fund II ('IEVI Fund II') and C2B has launched a scheme by the name of Capital 2B Fund I ('C2B Fund').

During the year under review, the Company through its wholly-owned subsidiary, SIHL has made contribution in Info Edge Venture Fund I, first Scheme of IEVF, a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, by subscription of 6,000,000 Class A Units, having face value of ?100/- each for consideration of ?600 Million.

Further, SISL acquired 13,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, first Scheme of IEVF, for consideration of an amount not exceeding ?1,300 Million.

Subsequent to the end of the year under review and up to the date of this report, the Company has directly made the following contributions to AIFs:

• Contribution of ?650 Million to IEVF Follow-on Fund, second Scheme of IEVF, by subscription of 6,500,000 Class A Units, having face value of ?100/- each, and

• Contribution of ?200 Million to C2B Fund, a Scheme of C2B by subscription of 2,000,000 Class A Units, having face value of ?100/- each.

Further, SIHL has also acquired 2,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of IEVF for consideration of ?200 Million.

Further, SMISL has agreed to make the following contributions in AIFs in capacity of a contributor/investment manager:

• Contribution of ?50 Million in IEVF Follow-on Fund, second Scheme of IEVF by subscription of 500,000 Class B Units of ?100 each;

• Contribution of ?50 Million in IEVI Fund II, a Scheme of IEC by subscription of 500,000 Class B Units of ?100 each; and

• Contribution of ?50 Million in C2B Fund, a Scheme of C2B by subscription of 500,000 Class B Units of ?100 each.

Enthire Technologies pvt. ltd. (Enthire)

Enthire is engaged in the business of building a platform to help companies hire tech-talent that comes pre-vetted along with a detailed interview feedback. Its vetting is done over their proprietary interview conduction platform by a pool of interviewers, who are engineers at top tech companies and go through a strong calibration process, ensuring structured, high quality of interviews.

During the year under review, the Company purchased the Code base for Enthire.co and its sub-domains, Domain name and Standard Operating Procedures and business knowledge relating to interviewer on-boarding and recruiter on-boarding of Enthire for an aggregate consideration of about '20 Million.

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 FY22, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about '5,440.30 Million into the aforesaid Investee companies. This excludes investments made in AIFs directly or indirectly.

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), as amended, your Company has revised its Policy on Related Party Transactions effective April 1, 2022, which is also available on Company's website at http://www.infoedge.in/pdfs/Related-Partv-Transaction-Policy.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. 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 periodically 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 and such transactions are reviewed by the Audit Committee on quarterly basis. During the year under review, the Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover or '1,000 Crore, whichever is lower, as per the last audited financial statements.

However, subsequent to the end of the year under review, the Company through postal ballot process has obtained approval of the members of the Company pursuant to Regulation 23 of the Listing Regulations for entering into material related party transactions, directly or indirectly, with Info Edge Venture Fund, Info Edge Capital and Capital 2B, Trusts registered with SEBI as Category II Alternate Investment Funds, under the SEBI (Alternative Investment Funds Regulations) 2012 and related parties of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, for subscription or purchase of units of their respective Schemes.

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

In the post COVID environment, there has been an accelerated demand across the sectors where the Company operates. Due to the rapid digitisation in a post COVID era, the human resource requirement has massively increased in many sectors including IT, BFSI, Education and this trend is expected to continue for a few years. Under this prevailing environment, the core developed business of the Company, the recruitment vertical, is expected to witness significant growth. Related to this requirement of human skills, the education platform is also expected to evolve on a strong growth path as there will be greater requirement of focused knowledge in skilling and diversified education that caters to market demand. The business of the Company pertaining to education vertical is in a development mode

with a revised business strategy and there is already good momentum in its growth trajectory. The Shiksha business is being developed in a systematic manner to fulfil the twin objective of aggressively increasing the domestic client base and expanding the large global education institute related information base both in terms of quality and efficacy. The real estate sector in India is on a revival path and inventories are reducing and launch of new projects at a faster pace soon is expected. Whereas, the matrimonial business is being aggressively pursued with entry into certain focused new markets.

The Company is now targeting to provide a more comprehensive and focused support mechanism to its users and enhancing the offerings of core businesses through continuing strategic investments.

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 13 (thirteen) times during the year under review on April 27, 2021, June 11, 2021, June 21, 2021, July 5, 2021, August 14, 2021, November 1,2021, November 13, 2021, November 14, 2021, January 7, 2022, January 14, 2022, January 20, 2022, January 28, 2022 and March 20, 2022. Further, 3 (three) Strategic Review/Off-site meetings of the Board were also held during

the year under review. 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, 2022, the Board has 7 Committees, namely, Audit Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & 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 Chairperson 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). RMC is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The detailed Terms of Reference of RMC are given in the Report on Corporate Governance section forming part of this Annual Report. The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company is exposed to (basis relevance, type, source, impact, severity, probability and function) as a first step, risk assessment (each risk assessed to have a primary and secondary owner) as a second step, mitigation plan as third step and monitoring as the fourth and the last step. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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 FY22.

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 above disclosure 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 www.infoedge.in/annual-return.asp.

DIRECTORS AND Key MANAGERIAL pERSONNEL

At Info Edge, it is our belief that a strong Board is 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 (five) years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the 25th Annual General Meeting (AGM) of the Company held on September 22, 2020.

Further, Mr. Hitesh Oberoi (DIN: 01189953) has also been reappointed as Managing Director & Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 (five) years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the 25th AGM of the Company held on September 22, 2020.

Further, after completion of Ms. Bala C Deshpande's (DIN: 00020130) second term as an Independent Director on March 31, 2022, she has continued as a Non-Executive Director on the Board of the Company for a period of 1 (one) year i.e. with effect from April 01,2022 till March 31,2023, in accordance with the approval of the shareholders obtained at the 26th AGM of the Company held on August 27, 2021.

Also, in accordance with the approval of the shareholders obtained at the 26th AGM of the Company held on August 27, 2021, Mr. Ashish Gupta (DIN: 00521511) has been reappointed 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.

Further, Mr. MM Jain had tendered his resignation from the office of Company Secretary & Compliance Officer of the Company w.e.f. March 31, 2022 and decided to pursue alternate career opportunities. Thereafter, the Board of Directors of the Company on the basis of recommendation of the Nomination & Remuneration Committee of the

Company has appointed Ms. Jaya Bhatia as the Company Secretary & Compliance Officer of the Company w.e.f. April 15, 2022.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, 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. Kapil Kapoor (DIN: 00178966) 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 duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute.

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. They are given full opportunity to interact with senior management personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

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 http://www.infoedge.in/pdfs/Board-Familiarisation.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, Board of Directors, Committee and Individual 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 through structured questionnaires covering various aspects of the functioning of Board and 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 had 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 21,2021 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) of the Act, read with the Rules framed thereunder:

1. Mr. Sanjeev Bikhchandani, Executive Vice Chairman & Whole-time Director;

2. Mr. Hitesh Oberoi, Managing Director & Chief Executive Officer;

3. Mr. Chintan Thakkar, Whole-time Director & Chief Financial Officer; and

4. Ms. Jaya Bhatia, Company Secretary & Compliance Officer with effect from April 15, 2022.

Mr. MM Jain, SVP-Secretarial & Company Secretary ceased to be the Company Secretary and Compliance Officer effective March 31, 2022.

4. AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act, 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 FY18 to FY22.

Further, based on the recommendation of the Audit Committee, the Board at its meeting held on May 27, 2022 has approved the re-appointment of M/s.

5. R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004) as Statutory Auditors of the Company subject to approval of the members in the 27th Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for FY23 to FY27.

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility as per Section 141 of the Act and have provided their consent for re-appointment as Statutory Auditors of the Company.

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 financial year ended March 31, 2022. Their report is reviewed by the Audit Committee and the Board on quarterly basis.

The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure III. The Secretarial Audit Report is self explanatory and 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 Act 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


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