Info Edge (India) Ltd

Dear Member(s),

The Board of Directors of your Company take pleasure in presenting the Twenty Ninth (29^th) Annual Report on the business and operations of Info Edge (India) Limited (the 'Company') together with the Audited Standalone & Consolidated Financial Statements and the Auditor's Report thereon for the financial year ended March 31, 2024.

The annual Audited Standalone Financial Statements for the financial year ended March 31, 2024 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 & related services and other income.

Your Company has been one of India's leading digital companies that services different economic domains through its specialised online offerings. It's strong legacy of pioneering digital penetration in the country is well established over the last two decades. In this phase of growth, the Company believes that the effective deployment of technology will be the key to success. Artificial Intelligence (AI), is in broad terms computer software that engages in human like activities, including learning, planning and problem-solving. Effective deployment of AI, especially Machine Learning (ML) is becoming pervasive across all networked businesses of of the Company. These tools are increasingly being used across the different business' value chain - from product design and development to customer interfacing and solution generation. The Company has been investing into these tools and is focused on building strong competitive positioning by continuously deploying these tools effectively.

There was considerable uncertainty across the global economy in FY24. However, India stood out and was one of the world's fastest growing economies of its size. So, across the Company's business portfolio, ventures prospered that were primarily focused on domestic markets, while some segments that have direct or indirect exposure to global economic conditions faced some headwinds. In this market environment, across its different businesses, the Company remained focused on executing their respective mid-term growth strategies that have been developed over the last few years.

Over the last couple of years, the Company has effectively structured its businesses under specific organisational domains that are in line with its next round of growth objectives. From a strategic perspective, the business has two specific portfolios - an operational business and an investment business. The operational business primarily comprises the core business verticals, namely recruitment, real estate, matrimonial and education. While each of these businesses have attained market leadership, they are in different stages of their maturity and development cycle in line with the domain where they operate. Today, there is much greater digitisation across these domains with deployment of more sophisticated technology tools. Market potential have grown, and competition is fierce. This has warranted the development and adoption of revised strategic plans, which also warrants investments. As the markets have grown within each domain, today there is also concerted efforts to enlarge the bouquet of services and create greater revenue streams, while continuously striving to maintain market leadership. After maintaining adequate financial prudence, the Company continue to invest in new businesses in the online space with a mid to long term objective of getting returns from value creation. This includes investments in independently managed businesses where the management often has an equity stake.

In the core business, recruitments, while the strong growth momentum witnessed in the last few years moderated, the financial performance on a standalone basis remained strong. Importantly, for the developing business portfolio constituting 99acres, Jeevansathi and Shiksha, revenues continued to grow by an impressive 20.18%, while losses in terms of operating PBT and cash burn from operations reduced by 43.38% and 75.21% respectively. Across these businesses, in a very competitive environment, in FY24 the Company continued to deliver on the facets that contribute to long term steady growth, enhancing its potential for increased value creation. The investment portfolio remained strong with good growth in market capitalisation of the two entities - Zomato Limited (Zomato) and PB Fintech Limited (Policybazaar)- during FY24 resulting in strong value appreciation of the Company's investments in them.

The revenue from operations for FY24 was up by 10.30% to Rs.23,809.58 Million from Rs.21,586.19 Million for the FY23.

The total income of the Company stood at Rs.26,401.38 Million up by 13.13% for FY24 from Rs.23,337.13 Million for FY23. The other income of the Company contributed Rs.2,591.80 Million to the total income for FY24.

The total expenses for the year stood at Rs.15,097.46 Million up by 6.09% for the FY24 from Rs.14,230.34 Million for the FY23.

Operating PBT, for the year, was up by 18.44% over previous year and stood at Rs.8,712.12 Million in comparison with Rs.7,355.85 Million in FY23. Profit before tax (PBT) from ordinary activities (before exceptional items) is Rs.11,303.92 Million in FY24 as against Rs.9,106.79 Million in FY23.

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 https://www.infoedge.in/pdfs/ Dividend-Policy.pdf

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

Further, the Board of Directors in its meeting held on May 16, 2024 have recommended payment of Final Dividend at the rate of Rs.12/- per share for FY24. 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 Wednesday, August 28, 2024. The record date for the purpose of the payment of Final Dividend is July 29, 2024 and the same will be paid on or after September 5, 2024.

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 Company does not propose to transfer any amount to the general reserve.

During the year under review, the Company issued and allotted 200,000 equity shares on October 6, 2023 at an issue price of Rs.10/- each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued & paid up share capital of the Company increased to & stood, as on March 31, 2024, at Rs.1,293,841,200 divided into 129,384,120 equity shares of Rs.10/- each.

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

The Company has not issued any shares with differential voting rights or sweat equity shares during FY24.

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 FY24 to BSE and NSE has been paid.

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.

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, iimjobs, Hirist, AmbitionBox, Bigshyft, JobHai, NaukriGulf, Quadrangle; in real estate services through its brand 99acres; in matrimonial services through its brand Jeevansathi and in education services through its brand Shiksha. 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 for real estate' 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.

The recruitment vertical, under the flagship brand - Naukri is the Company's core business. It is well established and generates strong revenues and cash, which drives investments for the next round of growth across the complete business portfolio. Naukri has strong market dominance and caters to a wide user base. Today, India is undergoing a generational transition, with people becoming more tech savvy. In this backdrop, Naukri is focused on further strengthening its market positioning by modernising its brand image and taking its offering to the next level of customer interfacing by deploying various new technology and AI based tools. There is also an endeavour to reach out to a wider industry segment and customer base that is spread across the next tier of cities and towns in the country. In essence, the business is transforming in line with fast changing market dynamics while still focused on its core objective of profitable business growth.

Naukri, is being rapidly supported by a growing bouquet of offerings within the recruitment space. The core associate brands including NaukriGulf, iimjobs, Hirist, Naukri Campus and JobHai continued to grow well.

As is evident with the market slowdown, especially in the IT recruitment front, especially from the second half of FY23, there has been a slowdown in growth for the recruitment business. This slowdown in topline growth is reflected in the vertical's financial performance for the FY24. Profitability parameters were also affected as topline growth was not in sync with existing fixed costs. It is important to note, that given the market conditions, the strong growth momentum of the last two years has been considerably curtailed in FY24. However, on a standalone basis the billings, revenues, operating margins and cash generation from the recruitment portfolio, continued to be strong and healthy.

Fundamentally, for the suite of offering under Naukri, the emphasis is on transforming the offering from India's leading hiring site to a holistic career acquisition platform. This includes effective deployment of technology tools and embracing AI and data-powered automation. Further, there are the set of initiatives that are being implemented to transition from a job search site to a comprehensive career platform for jobseekers. It is also being endeavoured to offer a bouquet of new age technology based recruitment solutions that essentially evolves into an effective one stop shop for all hiring needs. By effectively leveraging the complete bouquet of brands, the Company is continuously taking steps to emerge as even more strong leader across the online recruitment space.

In FY24, the Company continued to leverage the investments made in the recruitment tools based businesses. Zwayam Digital Pvt. Ltd. (Zwayam) and Axilly Labs Pvt. Ltd. (DoSelect).

Further, during the previous year, the Company had made further investment in Sunrise Mentors Pvt. Ltd. (Coding Ninjas) which is engaged in the business of education and operation of an e-learning platform - Coding Ninjas. In FY24, Coding Ninjas' integration with the naukri platform was completed and now, code studio is live on the comprehensive Naukri 360 offering.

During the year under review, revenue from recruitment solutions segment was up by 7.48% from Rs.16,795.86 Million in FY23 to Rs.18,052.66 Million in FY24. Operating Profit before tax in recruitment solutions in FY24 was Rs.10,508.71 Million as compared to Rs.10,059.56 Million in FY23.

99acres derives its revenues from projects including listings, featured listings, email campaigns and banner advertisements; resale of properties including listings, featured listings and featured dealers showcase; and rental properties including listings, featured listings and features dealers showcase. Structurally, in line with market dynamics, the business is segregated into four different categories - new projects, resale, rental and commercial. In FY24, there was healthy growth in enquiries to sellers especially in new projects, resale and commercial segments. The growth was driven primarily by the efforts undertaken in improving platform experience and stepping up investments in client delivery.

The initiative undertaken in FY23 to enhance the overall platform experience and synchronise the offering with the fast-changing customer expectations continued through FY24. As part of the secondary premiumisation strategy, the infinity (video) listings product was launched in December 2023. This witnessed a decent initial market offtake.

Considering the strong market competitive environment, the business continued to stress on digital marketing spends to maintain competitive edge. Concrete efforts were made to improve the efficiency of such investments with the effective deployment of analytics. This was further supported by focused efforts on creative and audience optimisation.

A major new initiative is a focus on 'new launch' solutions, that specifically catered to the needs of developers initiating such projects. The site is also being regularly enhanced through more decision-making tools and content including video content for new projects and secondary sales, methods of making informed online comparisons, and focusing on re-engaging buyers. A new value based pricing mechanism for new projects and secondary projects is being developed. Finally, in a focused manner expansion is being done to increase city coverage and specifically have more presence in Tier-II and Tier-III towns.

The business has the pillar in place to generate good growth in FY25. The market will continue to be competitive, and the growth path will involve several enroute corrections.

During the year under review, real estate business was up by 23.47% from Rs.2,845.06 Million in FY23 to Rs.3,512.80 Million in FY24. Operating loss before tax in real estate business in FY24 was reduced to Rs.688.48 Million as compared to Rs.1,185.01 Million in FY23.

Your Company also provides matrimonial/matchmaking and education-based classifieds and related services through its portals Jeevansathi and Shiksha respectively.

From a strategic perspective, the Company is extending its activities in matrimonial domain from online 'matrimonial' to online 'matchmaking'. Essentially, given the changing fabric of the Indian society, the Company believes there are opportunities to extend the brand and the business from the traditional marriage related matchmaking to ones related to other types of relationships and dating. Within this space, the online matrimony market remains the dominant space for Jeevansathi. It 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.

During FY24 Jeevansathi continued to focus on building its strength in its core markets in North India. Its business has also been enabled by much faster than expected internet absorption across India, especially in the North India. The business continued to focus on leveraging its strong analytics and understanding of markets in Tier-II and Tier-III cities to penetrate markets deeper. The growth objectives are primarily being driven by deployment of technology. This is applicable for the stress on enhancing the user experience on the site and generating high sales productivity by executing strong tech-driven sales processes.

Product deployment continues to be innovation led. The first phase 'free chat' remains an exclusive offering whose interface continues to get upgraded to sustain customer interest. The value proposition is enhanced significantly by deployment of a sophisticated recommendation engine that provides solutions by leveraging the information from daily interactions on the platform stored in its background database.

There is considerable stress on providing superior customer experience. This includes provision of video profiles, video/audio calling and online video-based match-hour events. The security factor of the web application is being enhanced through an online ID based verification system. Importantly, one has already seen that around 90% of traffic and time spent is from 'apps', which indicates higher user stickiness and a more active user base.

To reach out to the pre-matrimonial dating space, the Company had added Aisle to its matchmaking portfolio in FY23, which runs multiple dating platforms on the web and mobile apps-Aisle, Anbe, Arike, Neetho, Neene, and Jalebi which allow users to browse through profiles of other users with the intent of finding their suitable partner. This app-based dating and matchmaking platform connects South Asians and Indians around the world to find the right soulmate for a relationship prior to getting married. This has further strengthened the offerings in the wider matchmaking space.

In the matchmaking space, the Company's focus is on the matrimonial business Jeevansathi. Here, the focus is on continuing with growing the customer base at a rapid pace using the 'chat for free' approach, but by minimizing ad-spends. Marketing activities are increasingly shifting to collaborations and support from alternate players like online influencers. A lot of emphasis is being laid on reaching out to prospective customers through 'word of mouth' and significantly growing the customer base with minimized customer acquisition cost.

However, enhancing user experience is another prerogative. This is being driven by focusing on improving the recommendations that are provided to users and making them more relevant. This is being driven by improving the AI/ML models being deployed for this purpose.

Further, within the online education classifieds space, the Company provides educational classifieds and related services through its website www.shiksha.com. The core offering - Shiksha - has over the last couple of years adopted a restructured strategic roadmap and essentially evolved from merely being a course providers' information site to a more composite platform guiding a student through higher education and essentially playing a critical role for college and course selection for every individual student. It provides comprehensive information on careers, exams, colleges, and courses that is the basis for effective student counselling, helping them decide their undergraduate and post graduate options. It also has a specific offering catering to overseas admissions. With this composite offering, it has emerged as India's largest higher education classified platform with strong following amongst its key stakeholder communities - students and colleges. From the service providers perspective, there are 1,335 unique clients and over 64,100 colleges on the platform, with around 479,500 course listings and a little over 900 entrance exams being specified. Across all aspects, the business is now constantly working on upgrading itself with a focus on enhancing client delivery with emphasis on having quality content, which will drive traffic acquisition.

With revenues from these other verticals increasing by 15.36%, their combined contribution to the Company's revenue was 9.43% in FY24. Jeevansathi grew by 9.82% and Shiksha grew by 19.05%.

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.

The Consolidated Financial Statements have been prepared in accordance with the 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 trusts and associate/jointly controlled companies, as approved by their respective Board of Directors/Trustees, as applicable, except for the companies in respect of which investment has been fully impaired. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Happily Unmarried Marketing Pvt. Ltd., International Educational Gateway Pvt. Ltd., Medcords Healthcare Solutions Pvt. Ltd. and Printo Document Services Pvt. Ltd. unaudited financial statements have been considered.

Your Company, on a consolidated basis, achieved net revenue of Rs.25,363.40 Million during the year under review as against Rs.23,456.91 Million during the previous financial year, up by 8.13% year on year. The total consolidated income for the year is Rs.29,500.75 Million as compared to Rs.27,385.44 Million in FY23.

Operating PBT, on a consolidated basis, for the year, stood at Rs.5,748.76 Million in comparison with Rs.2,570.11 Million in FY23. Total comprehensive Income, in FY24, is reported to be Rs.169,650.94 Million in comparison to total comprehensive losses of Rs.37,229.17 Million in FY23.

As on March 31,2024, the Company had 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:

• Happily Unmarried Marketing Pvt. Ltd. (HUM): During the year under review, the Company had sold its entire shareholding of 30.48% held through its wholly-owned subsidiary, Startup Investments (Holding) Limited (SIHL) in its associate company namely HUM to VLCC Health Care Limited (VLCC) via a mix of cash and other than cash consideration (swap of shares) for an aggregate consideration of Rs.611.04 Million. Consequently, HUM has ceased to be an Associate of the Company and the Company, through SIHL holds a stake of 1.24% in VLCC.

• International Educational Gateway Pvt. Ltd. (Univariety): During the year under review, Univariety had allocated shares to its ESOP Trust, pursuant to its ESOP Scheme, due to which the shareholding of the Company in Univariety held through its wholly-owned subsidiary, Startup Investments (Holding) Limited (SIHL), diluted to 47.12% and therefore, it has ceased to be a step-down Subsidiary of the Company. However, it continues to be an Associate of the Company.

• Wishbook Infoservices Pvt. Ltd. (Wishbook): Subsequent to the end of the year under review, the Company has decided to divest its total shareholding of 34.93% held in Wishbook, on fully converted & diluted basis, through its wholly-owned subsidiary, Startup Investments (Holding) Limited to its director & promoter for sale value of about Rs.0.01 Million. The said investment in Wishbook has already been impaired during FY20.

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 in the next page:

*All holdings given above are on a fully converted and diluted basis.

MTL and Policybazaar at their respective Board Meetings, held on April 26, 2022, had approved the Scheme of Amalgamation between MTL (Transferor Company) and Policybazaar (Transferee Company) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder. 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 Policybazaar shall remain unchanged.

The aforesaid Scheme was filed by the Transferee Company with NSE and BSE and no-objection certificate has also been issued by the NSE and BSE on the

Scheme. Further, during FY24, the Transferor Company and Transferee Company have filed a Joint Application before the Hon'ble Tribunal, under the provisions of Sections 230 to 232 of the Act. The Hon'ble Tribunal vide its order dated July 05, 2023 had directed to convene meetings of equity shareholders of Transferor Company and equity shareholders & unsecured creditors of the Transferee Company. The meetings were convened on September 02, 2023, wherein the resolution approving the Scheme was duly passed with the requisite majority by the equity shareholders of Transferor Company and equity shareholders & unsecured creditors of the Transferee Company. Subsequently, the Transferor Company and Transferee Company had filed the joint second motion petition before the Hon'ble Tribunal on September 14, 2023 and the same is under process.

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 and ESOP Pool (if any).

The investments made into the shares of 4B Networks Pvt. Ltd. (Broker Network) and the loans given to it, by the Company through its wholly-owned subsidiary, ACD, were fully impaired in FY23, in the backdrop of various factors including inter alia excessive cash burn, prevailing liquidity issues and significant uncertainty towards funding options. Further, ACD had decided to exercise its contractual rights under the Shareholders Agreement and initiated Forensic Audit into the affairs of Broker Network, since it committed multifarious events of defaults and repeatedly failed to provide the requested crucial information in terms of the Shareholders Agreement and its Articles of Association. The final report of the Forensic Audit is still pending owing to the continued failure of Broker Network and Mr. Rahul Yadav, the Promoter of Broker Network, to share the requested information.

Consequently, ACD exercised its legal rights under the Shareholders Agreement. ACD filed applications for interim reliefs before the Delhi High Court and the Arbitral Tribunal. Pertinently, the Delhi High Court, vide order July 24, 2023, inter alia directed Broker Network and its Promoter to not sell, transfer, alienate, encumber, or create any third-party rights in the assets and properties of Broker Network, and preserve the books, records, accounts, databases, servers, and any other devices, documentation, or information of Broker Network. Further, the Arbitral Tribunal passed an order dated August 14, 2023 allowing the inspection of books of accounts of Broker Network for the FY22, FY23 and FY24. Later, on December 21, 2023, the Arbitral Tribunal directed Broker Network and its Promoter to maintain status quo as regards their assets and properties; and preserve the books, records etc. of Broker Network, its directors, and key managerial persons. Subsequently, vide order dated May 10, 2024, the Arbitral Tribunal inter alia directed the Promoter of Broker Network to provide the information requested during the Forensic Audit within 4 weeks of the said order. Despite the above orders, Broker Network has, till date, failed to cooperate in providing inspection of its books of accounts and to provide the information requested during the Forensic Audit.

Before the Arbitral Tribunal, the ACD has, inter alia, raised claims concerning breach of obligations and damages for failure of Broker Network and its Promoter to honour the put option. In the arbitration proceedings, the pleadings have been completed and the next date is fixed for settlement of issues on May 20, 2024.

Separately, the Company had learnt that, based on an application filed by a financial creditor of Broker Network, National Company Law Tribunal ('NCLT'), Mumbai, had vide order dated January 12, 2024, initiated corporate insolvency resolution process ('CIRP') against Broker Network and consequently imposed moratorium.

Besides the above, ACD has filed a criminal complaint against Broker Network, its Promoter and certain persons before the Economic Offences Wing, Mumbai, which is carrying out the investigation against Broker Network. ACD is cooperating in such investigation.

Note: The Company has impaired certain investments over the years as have been reported in the financial results from time to time.

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 IoT, AarogyaAI Innovations, Psila, Vyuti, Ubifly, Attentive OS, SkyServe, VLCC and other listed investee companies), achieved an aggregate revenue of Rs.14,515.04 Million as against Rs.16,337.70 Million during the previous financial year. The aggregate operating PBT level loss was Rs.4,148.92 Million as compared to Rs.7,195.52 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.

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 Rs.7,500 Million with 50% being invested by the Company and 50% by MacRitchie Investments Pte. Ltd. [an indirect wholly owned subsidiary of Temasek Holdings (Pvt.) Ltd.]

Subsequently, the Company during FY23 added a 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 Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012. Smartweb Internet Services Ltd. acts as an Investment Manager/Sponsor to IEC and C2B. IEC had launched a scheme namely, IE Venture Investment Fund II (IEVI Fund II) and C2B had launched a scheme by the name of Capital 2B Fund I (C2B Fund). Initially, MacRitchie Investments Pte. Ltd. had committed to approximately 50% of total corpus of IEVI Fund II and C2B Fund (schemes of IEC and C2B, respectively) in partnership with the Company.

Further, during FY24, IEVI Fund II and C2B Fund entered into Contribution Agreements with DFOSG Pte. Ltd. (DFOSG). The updated details of the fund and schemes after such commitments are as follows.

During the year under review, the Company has directly acquired 1,015,000, Class A Units of the IEVF Follow- on Fund, a scheme of IEVF for consideration of about Rs.101.5 Million.

Further, IEVF Follow-on Fund, has returned the unutilized capital of Rs.780 Million to the Company.

During the year under review, SIHL has also made the following contributions to AIFs by acquisition of:

• 735,000, Class A Units of IEVF Follow-on Fund, a scheme of IEVF for consideration of about Rs.73.5 Million.

• 6,775,000 Class A Units of IEVI Fund II, a scheme of IEC for consideration of about Rs.677.5 Million.

• 3,675,000, Class A Units of C2B Fund a scheme of C2B for consideration of Rs.367.5 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.

During the FY24, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about Rs.756.67 Million into the aforesaid investee companies. This excludes investments made in AIFs directly or indirectly.

Further, particulars of all investments and loans are provided in notes to the financial statements forming part of this Annual Report.

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

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.

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.

FY24 was year when the Company's core operations grew as a more diversified portfolio. These trends are anticipated to continue in FY25. However, the Company's largest business, Naukri, will continue to face certain headwinds until the turnaround in IT sector hiring begins. The business will clearly offset this with the new developments in the non-IT customer base. Also, there will be focus on increase in average revenue per customer with focused value added offerings. Many of the niche offering that form a part of the recruitment business portfolio are also expected to see good traction in business. The online real estate business is expected to thrive under favorable market conditions. However, there will be stiff competition and continuous steps have to be taken to stay competitive. In both the education and matrimonial space, there will be developments in the specific market segments that Info Edge has strategically positioned its offerings. These businesses are expected to drive new channels of revenue generation and deliver better bottom-lines in FY25. Overall, the operating business has potential of maintaining the existing growth rates even as the largest recruitment business will be under some pressure. The investment side of the business is well organised and today the businesses are in early phase of development. The two matured businesses have already had an IPO and the Company's investments in this will continuously be monitored according to market movements and internal requirements of liquidity. FY25 should be a positive year in the next round of development.

Your Company consistently prioritizes 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.

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.

The Board of Directors of the Company met 6 (six) times during the year under review on May 26, 2023, August 11, 2023, November 7, 2023, February 13, 2024, March 18, 2024 and March 26, 2024. 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.

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, 2024, the Board has 7 (seven) Committees, namely, Audit Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & Remuneration Committee, Committee of Executive Directors and Business Responsibility & Sustainability 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 Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

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 Ethics & Conduct. 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. Two (2) complaints were received through the said mechanism which were duly resolved during the year under review.

The Company has duly approved a Risk Management Policy, formulated in compliance with the Listing Regulations and applicable provisions of the Act, which inter-alia requires the Company to lay down procedures about risk assessment and risk minimization. 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. The Board is responsible for reviewing and ratifying the risk management structure, processes and guidelines which are developed and maintained by the Company.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. During the year under review, the Risk Management Policy and Charter of the RMC were reviewed and amended by the Board, considering the recommendations of the RMC. 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.

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 was 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.

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.

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 201 6) (IBC Code) during the FY24.

The Company has not made any one-time settlement, therefore, the above disclosure is not applicable.

As required by Section 92(3) of the Act, the Annual Return of the Company is available on the website of the Company at www.infoedge.in/InvestorRelations/ IR Annual Return.

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.

In accordance with the approval of the members obtained through Postal Ballot process which concluded on March 30, 2023, Mr. Pawan Goyal (DIN: 07614990) was appointed as a Whole-time Director of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years, effective from April 30, 2023 upto April 29, 2028.

Further, Mr. Sanjiv Sachar (DIN: 02013812) was appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years on the Board of the Company effective from July 15, 2023 upto July 14, 2028 in accordance with the approval of the members obtained at the 28^th AGM of the Company held on August 25, 2023.

Thereafter, with effect from August 12, 2023, Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande ceased to be the Non-executive Directors of the Company, after expiry of their respective tenure(s) on August 12, 2023. The Board places on record its deep appreciation for the contribution made by Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande during their respective tenure(s) as Director of the Company and wishes them all success, happiness and best of health in life.

Further, on the basis of recommendation of Nomination & Remuneration Committee, the Board Directors, at its meeting held on February 13, 2024, had approved the re-appointment of Ms. Geeta Mathur (DIN: 02139552) as an Independent Director of the Company, not liable to retire by rotation, for a second term for 5 (five) consecutive years effective from May 28, 2024 up to May 27, 2029 (both days inclusive), which was subsequently approved by the members through Postal Ballot process on April 20, 2024.

Pursuant to clause (iiia) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014, the Board is of the opinion that Mr. Sanjiv Sachar and Ms. Geeta Mathur, who were appointed/re-appointed during the year under review as Independent Directors, possesses high integrity, expertise and experience, enabling them to effectively perform their duties.

The present term of appointment of Mr. Chintan Thakkar (DIN: 00678173) as the Whole-time Director is valid up to October 15, 2024. In view of the above, the Board has in its meeting held on May 16, 2024, subject to the approval of the members in the forthcoming Annual General Meeting, and on recommendation of Nomination & Remuneration Committee approved the re-appointment of Mr. Thakkar as the Whole-time Director designated as a Whole-time Director & Chief Financial Officer of the Company for another period of 5 (five) consecutive years, after completion of his present term i.e. from October 16, 2024 to October 15, 2029.

In accordance with the provisions of the Act, not less than 2/3^rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation and 1/3^rd (One-third) of such directors shall retire at every annual general meeting of the Company. Accordingly, pursuant to the Act read with Article 48 of the Articles of Association of the Company, Mr. Kapil Kapoor, Non- Executive Director & Chairman, (DIN: 00178966) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

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 exists 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 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. Matrix of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report part of this Annual Report.

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 responsibilities 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.

During the year under review, a familiarization programme was conducted for the new Independent Director, namely Mr. Sanjiv Sachar. The Company has also issued formal letter of appointment outlining his role, functions, duties and responsibilities.

The details of the familiarization programme are explained in the Corporate Governance which forms part of this Annual 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.

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.

Pursuant to Schedule IV to the Act and the Listing Regulations, 1 (one) meeting of Independent Directors was held during the year i.e. on May 26, 2023 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.

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, Founder & Executive Vice Chairman;

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

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

4. Mr. Pawan Goyal, Whole-time Director & Chief Business Officer-Naukri with effect from April 30, 2023; and

5. Ms. Jaya Bhatia, Company Secretary & Compliance Officer.

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 re-appointed as Statutory Auditors of the Company, to hold office for the second term of 5 (five) consecutive years from the conclusion of the 27^th Annual General Meeting, held on August 26, 2022, till the conclusion of the 32^nd Annual General Meeting 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.

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, 2024. 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.

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 on a quarterly basis.

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.

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.

For your Company, 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 formulates and recommends 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. The CSR Policy of the Company is available on the Company's website at http://www.infoedge.in/pdfs/CSR-Policv.pdf.

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:

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 details of the CSR Projects supported by the Company during the year are available on the Company's website at https://www.infoedge.in/pdfs/ CSR-Projects-FY2023-24.pdf.

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

Pursuant to Regulation 34(2)(f) of the Listing Regulations and related Circulars issued by SEBI, the Company has provided the Business Responsibility and Sustainability Report (BRSR) in the format as specified by SEBI which indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Further, Independent Reasonable Assurance on the BRSR Core Indicators in the BRSR for FY24 has been provided by SGS India Private Limited (SGS). The scope and basis of assurance have been described in the Independent Reasonable Assurance Statement issued by SGS which forms part of the BRSR.

In terms of Listing Regulations, a separate section on BRSR with a detailed compliance report forms part of this Annual Report and is given in Annexure V.

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:

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

Further, the Ministry of Corporate Affairs, Government of India (MCA) vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021, 19/2021 dated December 8, 2021,20/2021 dated December 8, 2021,21/2021 dated December 14, 2021 2/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively referred to as "MCA Circulars") and circulars issued by the Securities and Exchange Board of India (SEBI) bearing Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/DDHS/P/CIR/2023/0164 dated October 06, 2023 (hereinafter collectively referred to as 'the Circulars') has allowed companies to conduct their extra-ordinary general meeting/annual general meeting (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 Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participant. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.infoedge.in. websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia. com respectively, and on the website of e-voting agency i.e. 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 by following the procedure given below for the purpose of receiving the AGM Notice along-with Annual Report 2023-24:

The members of the Company holding equity shares of the Company in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt. Ltd. (RTA), by clicking the link: https://liiplweb.linkintime. co.in/EmailReg/Email Register.html and follow the registration process as guided therein. The members are requested to provide details such as name, folio number, certificate number, PAN, mobile number and e-mail address and also upload the image of PAN, aadhar card, share certificate & Form ISR-1, ISR-2 in PDF or JPEG format (upto 1 MB). On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

It is clarified that for permanent registration of e-mail address, the members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant by following the procedure prescribed by the Depository Participant.

The members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt. Ltd. by clicking the link: https://liiplweb.linkintime. co.in/EmailReg/Email Register.html and follow the registration process as guided therein. The members are requested to provide details such as name, DPID, Client ID/PAN, mobile number and e-mail address and also upload the image of CML, PAN, aadhar card & Form ISR-1 in PDF or JPEG format (upto 1 MB). On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

In case of any queries, shareholder may write to rnt.helpdesk@linkintime.co.in. under Help section or call on Tel no.: 022-49186000;

Those shareholders who have already registered their e-mail addresses are requested to keep their e-mail 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 e-mail id provided.

Registering e-mail 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 AGM 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.

Info Edge remains primarily a people driven organisation pursuing businesses that have strong human engagement. 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.

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 is dedicated to nurturing an environment of trust and mutual respect among its employees, where its core values and principles serve as the cornerstone in all people-related matters.

Through FY24, the Company has added key skills across the functions of Engineering, Data Science, Marketing, Product, Quality Assurance and Design functions. The campus recruitment strategy has evolved over the last few years. In addition, Info Edge harnessed the power of AI to enhance candidate sourcing and seamlessly integrated Zwayam for a more robust hiring process. Further, the internal job posting program iEvolve champions talent mobility, while our Bring Your Own Buddy referral initiative has experienced substantial growth.

At the heart of Company's evolution into a learning organization lies LEAD (Learning and Engagement for Accelerated Development). LEAD is built upon a robust learning framework, meticulously aligned with the organizational strategy and bespoke business requirements. This includes tailored internal and external learning interventions catering to associates across the organization, Self-Paced Learning like 'iLearn' and peer learning initiatives like 'Brown Bag series'. Further, the initiatives taken for strengthening employee engagement includes iSpeak survey and Al-enabled 'Chief Listening Officer' - Amber. For FY24, the iSpeak Score is at 88% with high cores in areas such as inclusion, pride at work, safety, clarity of goals, managerial support and communication.

The Info Edge Merit Awards 2023 epitomize the Company's dedication to excellence through innovation and business impact. It honoured both individual achievements and the collective triumphs of different teams. Serving as a pinnacle of recognition within Info Edge, these awards symbolize its unwavering commitment to cultivating an innovative culture where bold ideas flourish and collaboration thrives.

The Infoedgeway Championship, a first-of-its-kind tournament, served as the crescendo to the Leadership Principles campaign. Built in-house with the intention of enabling associates to internalize our 11 Leadership Principles, this simulated business championship witnessed active participation from over 1,500 associates across two weeks.

The Company participated in the Great Place to Work study conducted by the Great Place to Work? Institute (GPTWI) for the second time in January 2024. The evaluation included an exhaustive Employee Survey floated to everyone in the organization and a thorough Culture Audit to review our People Practices. Basis the study, Info Edge has been certified by GPTWI as a Great Place to Work second time in a row. This is a special milestone and an important step towards building a Great Place to Work that continues to amplify the success of Info Edge as an organization.

The Company has zero tolerance for sexual harassment at workplace and has adopted a gender neutral 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 a framework for employees to report sexual harassment cases at workplace and the process ensures complete confidentiality of information.

The Company has complied with the provision relating to the constitution of Internal Complaints Committee (IC Committee) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The IC Committee includes external member with relevant experience and majority of the members of the IC Committee are women. Thorough investigation of each case are conducted by the IC Committee and thereafter decisions are made. The role of the IC Committee is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During the FY24, the Company had received 4 (four) complaints on sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, which were duly investigated and resolved.

The particulars of employees required under Rule 5(2) & (3) 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 the 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 the Registered Office of your Company.

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. The Remuneration policy of the Company is available on Company's website at http://www.infoedge.in/pdfs/ Remuneration-Policy.pdf

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year is given below:

Note 1: Details of remuneration paid to Directors for FY24 are disclosed in the Corporate Governance Report forming part of this Annual Report. Note 2: The Non-Executive/Independent Directors are paid sitting fees & commission on the basis of their attendance at the Board/Committee/ Strategic Meetings. Any variation highlighted above in remuneration of these Directors is on account of number of meetings held or attended.

Note 3: Mr. Pawan Goyal was appointed as Whole-time Director of the Company with effect from April 30, 2023, therefore, disclosure regarding percentage increase in his remuneration during the financial year is not applicable for FY24. Further, remuneration of Mr. Pawan Goyal considered above for calculation of ratio, includes remuneration paid to him for the entire FY24.

Note 4: Since Mr. Sanjiv Sachar was appointed as Independent Director with effect from July 15, 2023, disclosure regarding percentage increase in his remuneration during the financial year is not applicable for FY24.

* Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande ceased to be Directors of the Company upon completion of their respective term as Non-Executive Director on August 12,2023.

The percentage increase in the median remuneration of the employees of the Company during the financial year is 13.20% as compared to last year.

THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY 5,71 2

The average increase in salaries of employees other than managerial personnel in FY24 was around 8.6% in comparison with percentile increase in salaries of managerial personnel of around 47.94%.

The above percentile increase in salaries of managerial personnel includes remuneration paid to Mr. Pawan Goyal for FY24, who was appointed during the year under review.

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

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 which was 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. This scheme is not currently used by the Company to make fresh ESOP/SAR/RSU grants and all options granted under this Scheme have been either exercised or lapsed.

ESOP-2015: This Scheme was 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 Lakh Options exercisable into equity shares of the Company. This scheme is currently used by the Company to make fresh ESOP/SAR/RSU grants.

The applicable Disclosures as stipulated under Act read with the applicable Rules framed thereunder and the SEBI Guidelines as on March 31, 2024 with regard to the Employees' Stock Option Scheme (ESOS) are annexed with this report as Annexure VII.

Certificate(s) from M/s. Chandrasekaran Associates, Company Secretaries with regards to the implementation of the Company's Employee Stock Option Schemes in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic mode during the 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 demat accounts upon exercise of options vested in them.

Pursuant to Section 124 of the Act first interim dividend for the FY17 and second interim dividend for the FY17 which remained unpaid/unclaimed for a period of seven years from the date it was lying in the unpaid dividend account, has been transferred by the Company to IEPF of the Central Government.

In terms of Section 124(6) of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like dividend, bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company. In pursuance of the above provisions, during the FY24, 424 (Four hundred and twenty four) equity shares of the Company were transferred to the IEPFA.

Further, during the year under review, following dividend amount pertaining to shares already transferred to IEPFA, was also transferred to IEPF:

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, 2024 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.

Your Company's operational efficiency is a direct result of fostering a culture centered around professionalism, creativity, integrity, and continuous improvement across all functions and domains. Additionally, the effective utilization of the Company's resources has been pivotal in ensuring sustainable and profitable growth.

We wish to express our sincere appreciation for the efficient and loyal services provided by every employee. Their whole-hearted efforts have been instrumental in our consistent growth. Additionally, we extend our gratitude to our investors, customers, website visitors, business partners, bankers, and other stakeholders for their unwavering support and confidence in the Company and its Management. We eagerly anticipate their continued partnership and support.