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BSE Code : 532777 | NSE Symbol : NAUKRI | ISIN : INE663F01032 | Industry : Miscellaneous |


Directors Reports

DIRECTORS' REPORT

Dear Member(s),

The Board of Directors of Info Edge (India) Limited (the 'Company') take pleasure in presenting the Thirtieth (30th) Annual Report on the business and operations of the Company together with the Audited Standalone & Consolidated Financial Statements and the Auditor's Report thereon for the financial year ended March 31,2025.

RESULTS OF OPERATIONS

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

(Rs. in Million)

Sr. No.

Standalone

Consolidated

FY25 FY24 FY25 FY24

1. Net Revenue

26,536.13 23,809.58 28,495.51 25,363.40

2. Other Income

3,137.75 2,591.80 10,732.47 4,137.35

3. Total Income (1+2)

29,673.88 26,401.38 39,227.98 29,500.75

Expenditure:

a) Network, Internet and other direct Charges

531.61 496.04 783.01 747.07

b) Employees Cost

10,814.76 9,820.90 12,353.41 11,282.37

c) Advertising and Promotion Cost

3,124.52 2,743.95 3,731.14 3,424.58

d) Depreciation/Amortisation

801.45 677.38 1,130.90 1,011.25

e) Administration & other Expenditure

1,339.73 1,196.08 1,780.82 1,616.95

f) Finance Cost

190.77 163.11 242.35 222.60

4. Total expenditure

16,802.84 15,097.46 20,021.63 18,304.82

5. Share of Net (Loss) of Joint Ventures

- - (1,229.93) (1,309.82)

6. Operating Profit before tax (1 -4+5)

9,733.29 8,712.12 7,243.95 5,748.76

7. Profit before tax and exceptional items (3-4+5)

12,871.04 11,303.92 17,976.42 9,886.11

8. Exceptional Item- gain/(loss)

564.07 (171.44) 1,469.77 (1,105.78)

9. Net Profit before tax (7+8)

13,435.11 11,132.48 19,446.19 8,780.33

10. Tax Expense

5,700.91 2,801.66 6,347.18 2,834.80

11. Net Profit after tax (9-10)

7,734.20 8,330.82 13,099.01 5,945.53

12. Share of Minority interest in the losses of Subsidiary Companies

- - (3,478.13) (195.29)

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

17,288.83 1,39,180.71 39,153.01 1,63,900.70

14. Total Comprehensive Income (11 +12+13)

25,023.03 1,47,511.53 48,773.89 1,69,650.94

1. FINANCIAL REVIEW

STANDALONE FINANCIAL STATEMENTS

The Audited Standalone Financial Statements for the financial year ended March 31,2025 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 recognised accounting practices and policies to the extent applicable.

The Company derives its revenue from recruitment, real estate, matchmaking and education classifieds & related services and other income.

The Company has aligned its business segments with a core objective of creating a long-term value.

From a strategic perspective, the Company has two specific portfolios - the operational and the investment business.

The core verticals encompass recruitment, real estate, matchmaking and education, with varying levels of maturity stages and established market leadership. As digitisation and advanced technology reshape the landscape, the competition intensifies, necessitating continual strategic evolutions and significant investments. Current initiatives focus on service expansion and new revenue generation while preserving market dominance. The core businesses are supported by strategic investments that bolster existing business platforms, allowing targeted business development and enhanced service capabilities.

Info Edge has adopted a hybrid investment approach, which combines direct investments from its balance sheet with structured bets through dedicated funds. This approach enables the Company to back promising early-stage ventures while retaining a sharp focus on building its core operating businesses.

Over the years, this segment has been structured more efficiently, with two types of investments. The first category includes investments made directly or through wholly-owned subsidiaries into early-stage entities for long-term value creation. A few of these investments have started yielding returns, as seen with successful IPOs. The second category includes investments made through Alternative Investment Funds (AIFs').

The standalone financial results reflect the performance of the Company's core brands that are managed internally, forming the basis of the Company's operative business. These include the primary brands: Naukri, 99acres, Jeevansathi and Shiksha. As these businesses evolve, strategic investments have been made into entities that supports and expand the opportunity size for these primary brands in their respective domains.

In the core business, recruitments, the standalone financial performance remained robust, with billings growing at 14.57%. For the non-recruitment portfolio comprising of 99acres, Jeevansathi and Shiksha, billings continued to grow by an impressive 18.17%, while losses in terms of operating Profit before tax ('PBT') reduced by 52.03%. The businesses became cash profitable for the first time generating a cash inflow of 7206.49 Million.

Across these businesses, despite a highly competitive environment, the Company continued to execute on key drivers of long-term, steady growth in FY25, strengthening its potential for sustained value creation.

The revenue from operations for FY25 was up by 11.45% to 726,536.13 Million from 723,809.58 Million for FY24.

The total income of the Company stood at 729,673.88 Million up by 12.40% for FY25 from 726,401.38 Million for FY24. The other income of the Company contributed 73,137.75 Million to the total income for FY25.

The total expenses for the year stood at 716,802.84 Million up by 11.30% for the FY25 from 715,097.46 Million for the FY24.

Operating PBT, for the year, was up by 11.72% over previous year and stood at 79,733.29 Million in comparison with 78,712.12 Million in FY24. PBT from ordinary activities (before exceptional items) is 712,871.04 Million in FY25 as against 711,303.92 Million in FY24.

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 https://www.infoedae.in/pdfs/ Dividend-Policv.pdf.

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

Type of Dividend

Date of Declaration

Record Date

Rate of Dividend per share (face value Rs.10/- per share)" % Total Payout (Rs. in Million)*

Final Dividend for FY24

August 28, 2024

July 29,2024

712/- 120 1,552.61

Interim Dividend for FY25

November 8, 2024

November 20,2024

712/- 120 1,555.01

A Face value of equity shares of the Company after sub-division/split of equity shares is 72/- per equity share, effective May 7,2025 i.e. Record Date for such purpose.

* Gross amount of Dividend

Further, the Board of Directors in its meeting held on May 27,2025 have also recommended payment of Final Dividend at the rate of 73.60/- per equity share of 72/- each for FY25. However, the payment of Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting ('AGM') of the Company to be held on Monday, August 25, 2025. The record date for the purpose of the payment of Final Dividend is Friday, July 25, 2025 and the same will be paid on or after Tuesday, September 2,2025.

The Company pays dividend after deducting tax in compliance with the Income Tax Act, 1961, as amended from time to time.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserves.

SHARE CAPITAL

During the year under review, the Company issued and allotted 200,000 equity shares on September 13, 2024 at an issue price of 710/- each to Info Edge Employees Stock Option Plan Trust.

Pursuant to the above allotment, the Issued, Subscribed & Paid-up share capital of the Company increased to & stood, as on March 31,2025, at 71,295,841,200 divided into 129,584,120 equity shares of 710/-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 FY25.

Sub-Division/Split of Equity Shares

During the year under review, the Board of Directors of the Company in its meeting held on February 5, 2025, approved, the sub-division/split of equity shares of the Company, such that 1 (one) equity share having face value of Rs.10/- each, fully paid-up, was sub-divided into 5 (five) equity shares having face value of Rs.2/- each, fully paid-up.

Further, the Members vide resolution passed by way of postal ballot on April 11, 2025, inter-alia, approved the said sub-division/split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association ('MOA') of the Company.

After the requisite approvals of the Stock Exchanges i.e. BSE Ltd. ('BSE') and the National Stock Exchange of India Ltd. ('NSE') and the depositories i.e. National Securities Depository Ltd. ('NSDL') and Central Depository Services (India) Ltd. ('CDSL'), new ISIN (INE663F01032) was allotted to the equity shares of the Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where the Company is listed (BSE and NSE) effective from May 7,2025 i.e. record date for the purpose of sub- division/split of equity shares of the Company.

As a result of the sub-division/split of the Company's equity shares, the shares have become more affordable, encouraging broader investor participation.

Accordingly, the capital structure of the Company post sub-division/split of equity shares is as follows:

Type of Capital

No. of equity shares Face Value (in Rs.) Total Share Capital (in Rs.)

Authorised Share Capital

750,000,000 2 1,500,000,000/-

Issued, Subscribed and Paid-up Share Capital

647,920,600 2 1,295,841,200/-

LISTING OF SHARES

The Company's shares are listed on BSE & NSE with effect from November 21, 2006, post its initial public offering ('IPO'). The annual listing fees for the FY25 and FY26 to BSE and NSE has been paid.

DEPOSITS

During the year under review, the 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 engaged 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, JobHai, NaukriGulf, Naukri Campus, Naukri Fast Forward, AmbitionBox, Zwayam, DoSelect; in real estate services through its brand 99acres; in matchmaking 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 Indian Accounting Standard (Ind-AS) 108 on Segment Reporting. The reportable segments identified are '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.

RECRUITMENT SOLUTIONS

The recruitment vertical, under the flagship brand - Naukri is the Company's core business. It is well established and generates substantial revenues and profits, which are the basis for diversified investments that have enabled the growth of the Company's business portfolio. Naukri has strong market dominance and caters to a wide user base. Following a muted performance in FY24, Naukri, experienced a steady recovery in FY25, with growth momentum improving each quarter. The business strengthened its market leadership by transitioning from a transactional job platform into a comprehensive talent partner that spans sourcing, assessment, employer branding, talent engagement, and end-to-end recruitment automation. Anchored by Naukri, India's largest job marketplace and supported by niche and adjacent businesses and specialised platforms such as iimjobs, Hirist, JobHai, NaukriGulf, Naukri Campus, Naukri Fast Forward, AmbitionBox, DoSelect and Zwayam, the Company is well-positioned to address the evolving and complex talent requirements of modern enterprises.

The business continued to enhance its value proposition through Artificial Intelligence ('Al') driven solutions, delivering smarter job matching, faster resume discovery and improved candidate engagement. Efforts are being made to promote the competitive positioning of Naukri with the introduction of new features and improved services for customers, both job providers and job seekers.

With a robust and integrated product portfolio, Info Edge has successfully transformed Naukri into a trusted talent partner for corporate India, serving over 128,000 clients and expanding its role from mere job listings to comprehensive talent management solutions.

• Amongst the various offerings, employer branding is a key growth area within recruitment business. Branding solutions across Naukri, iimjobs, Hirist, and AmbitionBox help employers craft targeted brand narratives to attract the right talent and improved brand visibility.

• Naukri Talent Cloud is a unified ecosystem that delivers seamless access, enhanced security, and an integrated experience for recruiters.

• Al Rex, Naukri's Agentic Al product that automates repetitive tasks in large-scale hiring, increasing hiring efficiency and speed, is currently in Beta stage.

• Various data products that provides actionable insights into talent planning, salary insights and attrition, offering reports tailored for large enterprises.

• Naukri 360 is a career platform offering specialised services for job seekers, including resume preparation, interview training, and mock interview sessions.

• Naukri Campus supports students in job and internship preparation through role exploration, aptitude tests, expert sessions, and contests.

• With curated, bite-sized news updates, Naukri minis enables, users to stay informed about industry trends, job market insights, and recruitment strategies.

Naukri has enhanced its platform with Al-driven tools and value-added services to enhance job seeker engagement. As of March 31, 2025, Naukri had a database of 106 Million resumes with on an average over 22,000 resumes added daily.

Over the last couple of years, special focus has been laid on reaching out to a new generation of users. This involves exercises on targeted marketing campaigns, rebranding and evolving formats of user interface that resonates more with the new generation.

During the year under review, revenue from recruitment solutions segment was up by 9.82% from Rs.18,052.66 Million in FY24 to Rs.19,826.18 Million in FY25. Operating Profit before tax in recruitment solutions in FY25 was Rs.11,164.01 Million as compared to Rs.10,508.71 Million in FY24.

99ACRES

The 99acres platform primarily operates across two strategic business areas: the Primary Business, focused on new projects and new homes, and the Secondary Business, focused on resale properties in residential and commercial segment. In addition, the platform offers a wide range of rental listings in residential and commercial segment, including co-living, paying guest accommodations, small to mid-size shop and office spaces, to serve the evolving needs of urban users & clients.

In FY25, 99acres witnessed continued strong growth in the secondary business, while the primary business remained steady. The business has continued to focus on improving the user interface and providing high- quality content in well-packaged disaggregated form. This has been at the core of the business's push to gain user traffic. Among online real estate players, 99acres leads the market in terms of traffic share as of March 31,2025.

Online activity continues to be more prominent in the secondary market, where vertical platforms like 99acres play a larger role due to their wider reach and strong discovery capabilities. 99acres continues to strengthen its leadership in the segment through tech innovation, deeper market penetration, and a customercentric approach.

99acres continues striving for its content's quality and depth to create a robust market positioning and enhance user satisfaction. Al continues to be a key enabler in content generation, lead conversion, and customer service. These tech based initiatives are further supported by on ground telesales team. While the key large metros remain the core contributors, this wider geographic footprint is expected to support mid to long-term business expansion. With continued investment in technology, content, and reach, 99acres is well-positioned to capture emerging opportunities in India's evolving real estate market.

During the year under review, revenue from real estate business was up by 16.94% from Rs.3,512.80 Million in FY24to Rs.4,107.93 Million in FY25. Operating loss before tax in real estate business in FY25 was reduced to Rs.475.25 Million as compared to Rs.688.48 Million in FY24.

OTHERS

The Company also provides matchmaking and education- based classifieds and related services through its portals Jeevansathi and Shiksha, respectively.

From an all-India perspective, the online matrimonial site - Jeevansathi - remains one of thetop players. However, in different regions and micro-markets, the different service providers have varying levels of dominance. Given the nature of the market and high levels of customer fragmentation, Jeevansathi today focuses on catering to specific regions and communities with a relatively stronger positioning in North India and has a good presence in Western India. Since 2022, the brand has embarked on a revised business strategy, which is firmly focused on providing a differentiated experience to its users while catering to the specific demands of the core regional customer segments it is catering to.

Core to this differentiated offering was the introduction of 'free chat'. This freemium model provided a solution for the biggest bottleneck across these sites: the lack of contact between potential brides and grooms in the early stages of the matchmaking process. Thefreechat option has played a major role in attracting people to this site. Over the last couple of years, this strategic initiative has started paying dividends with significant increase in onsite engagement, translating into a growth in user acquisition. The initial free chat-based onsite interactions have become the mainstay, driving quality traffic to the Jeevansathi platform.

A lot of focus in FY25 was about working on monetising the increased traffic flow to the site. While the free chat proposition remained, monetisation plans were developed around this offering. These included a slew of new products that feature exclusive new functionalities for paying users. Additionally, more paywalls are being tested to improve monetisation while maintaining customer engagement. To successfully achieve this twin objective, Jeevansathi must focus on offering a high-quality matchmaking experience. This approach is being driven by putting considerable effort into developing algorithms that translate into improved matching recommendations, significantly enhancing user outcomes. Key metrics like acceptances and two-way chats on the platform continue to show healthy growth.

Info Edge has supplemented its online matrimonial offering with a foray into the high intent app-based dating market. The Company owns 96.31% stake in Aisle Network Pvt. Ltd. (‘Aisle'). Aisle also launched several vernacular dating sites and apps, considering how a 'modern and young India' would want to pursue love and relationships in a digital-first era. Among these were Arike, the country's first vernacular dating app for Malayalis, Anbe for Tamil users, Neetho for the Telugu populace and Neene for Kannada speakers.

In the education space, Shiksha has evolved from a simple information hub for students considering postschool education into a robust platform that provides in- depth insights on careers, exams, colleges and courses through its two segments, Shiksha Domestic and Shiksha Study Abroad. For those interested in domestic education, the platform primarily serves as a valuable informational resource, helping students navigate their options effectively. Shiksha offers counselling services specifically for study-abroad opportunities. It is important to note that while the focus is on attracting students and providing them value-added services in their endeavour to seek a good fit for higher education, colleges providing education and higher institutes are also significant sources of revenues. Essentially, their courses are supported and promoted through the website. As student behaviour changes with widening

choice sets driven by cultural and demographic changes, Shiksha positions itself best to serve these needs. Billings from the domestic business grew by 26.3%, supported by increasing demand from new private universities and colleges and increasing expansion of offerings beyond traditional engineering programmes. However, the Study Abroad segment faced headwinds due to global geopolitical developments, particularly in key destinations like the USA and Canada. We are seeing a shift in student preferences towards countries such as the UK and continental Europe.

In recent years, the platform has undergone extensive revamping of its content and user interface to offer a more customer-centric service, establishing itself as a leading resource for career and college selection within the Indian student community.

The business is now developing with a student-centric approach where the focus is on more exhaustive coverage that effectively provides efficient outcomes for students; developing the comprehensive content, making it more user-friendly to interpret; utilising Al to understand student needs and service them better; working on enhancing the efficacy of back-end teams servicing the business; and building on the active relationship with private educational institutions who have the need and focus of promoting their institutions. Al tools are being effectively deployed to transform the traditional ‘Shiksha Assistant' service to an upgraded version called 'Shiksha GPT'.

With revenues from these other verticals increasing by 15.95%, their combined contribution to the Company's revenue was 9.81% in FY25. Jeevansathi grew by 28.79% and Shiksha grew by 8.08%.

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 Ind-AS prescribed under Section 133 of the Act and other recognised 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 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 LQ Global Services Pvt. Ltd., Shop Kirana E Trading Pvt. Ltd., Greytip Software Pvt. Ltd. and Printo Document Services Pvt. Ltd., unaudited financial statements have been considered.

The Company, on a consolidated basis, achieved net revenue of Rs.28,495.51 Million during the year under review as against Rs.25,363.40 Million during the previous financial year, up by 12.35% year on year. The total consolidated income for the year is Rs.39,227.98 Million as compared to Rs.29,500.75 Million in FY24.

Operating PBT, on a consolidated basis, for the year, stood at Rs.7,243.95 Million in comparison with Rs.5,748.76 Million in FY24. Total comprehensive Income, in FY25, is reported to be Rs.48,773.89 Million in comparison to total Income of Rs.169,650.94 Million in FY24.

DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES

As on March 31,2025, 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/joint venture (associate) companies of the Company:

• Wishbook Infoservices Pvt. Ltd. ('Wishbook'): During the year under review, the Company divested 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 was already impaired during FY20. Consequently, Wishbook has ceased to be an Associate of the Company.

• Greytip Software Pvt. Ltd. ('Greytip'): During the year under review, a new investor, Apax Digital Funds, advised by Apax Partners LLP, had acquired 52.10% stake in Greytip. Consequently, the Company's shareholding in Greytip decreased from 22.70% to 18.71% on a fully diluted and converted basis, and accordingly, following this dilution, Greytip had ceased to be an Associate of the Company.

During the year under review, the Board of Directors of the 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-1 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 as under:

WHOLLY-OWNED SUBSIDIARIES/SUBSIDIARIES:

Sr. No. Name of the entity

Relationship with the Company (Subsidiaries/ Joint Venture/ Associate/ Investee Company) and Shareholding as on March 31, 2025

Business Overview of entity

Details of investments/inter- corporate loans/fund-raising activities undertaken during FY25 and up to the date of this report, if any

Annual Financial performance of the entity

1 Startup Investments

Wholly-owned Subsidiary.

SIHL is engaged in the business of being a holding & investment company and providing management consultancy activities including provision of advice, guidance or operational assistance to businesses.

SIHL, during the year under review, issued and allotted, 65,23,765,

Total Comprehensive Income/ (loss):

(Holding) Ltd. ('SIHL')

The Company holds a 100% stake in SIHL, directly and indirectly through Naukri Internet Services Ltd., a wholly-owned subsidiary of the Company, on a fully converted and diluted basis.

0.0001 % Compulsorily Convertible Debentures at an issue price of Rs.214.60/-each including premium of Rs.114.60/- each to the Company for an aggregate consideration of about Rs.1400 Million.

For FY25- Rs.5,094.15 Million

For FY24- Rs.3,153.47 Million

Net profit/(loss) after tax:

For FY25- Rs.8.60 Million

Further, SIHL divested its total shareholding of 34.93% held in Wishbook, on a fully converted & diluted basis, to its director & promoter for sale value of about Rs.0.01 Million.

For FY24- Rs.(724.60) Million

Also, during the year under review, SIHL made following investments by way of subscription/purchase of shares/debentures/units/convertible note:

• 69,790, Compulsorily Convertible Cumulative Preference Shares having a face value of Rs.10/-each of Agstack Technologies Pvt. Ltd. for an aggregate consideration of about Rs.150 Million.

• 4,375,0.01% Compulsorily Convertible Preference Shares of Printo Document Services Pvt. Ltd. for an aggregate consideration of about Rs.32.31 Million.

• 1,995,000, Class A Units of IE Venture Fund Follow-on I, a scheme of Info Edge Venture Fund, a Category IIAIF, registered under the SEBI (Alternative Investment Funds) Regulations, 2012 for a consideration of about Rs.199.50 Million.

- 11,200,000, Class A Units of IE Venture Investment Fund II, a scheme of Info Edge Capital, a trust registered with SEBI as a Category II AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012 for a consideration of about Rs.1,120 Million.

• 4,000,000, Class A Units of Capital 2B Fund I, a scheme of Capital 2B, a trust registered with SEBI as Category II AIF, undertheSEBI (Alternative Investment Funds) Regulations, 2012, for a consideration of Rs.400 Million.

• convertible note of LQ Global Services Pvt. Ltd. for a consideration of Rs.20 Million.

Subsequent to the end of the year under review, SIHL has provided an inter-corporate loan of Rs.15 Million to Terralytics Analysis Pvt. Ltd. and acquired 1,700,000, Class A Units of IE Venture Investment Fund II, a scheme of Info Edge Capital, a trust registered with SEBI as a Category II AIF, for a consideration of about Rs.170 Million.

2 Diphda Internet Services Ltd. ('Diphda')

Wholly-owned Subsidiary

Diphda is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services.

Nil

Total Comprehensive Income/ (loss):

For FY25- Rs.7,023.48 Million

For FY24- Rs.8,107.37 Million

Net profit/(loss) after tax:

For FY25- Rs.(430.77) Million For FY24- Rs.(0.22) Million Total Comprehensive Income/ (loss):

3 Naukri Internet Services Ltd. ('N IS L')

Wholly-owned Subsidiary

NISL is engaged in the business of all types of internet, computer, electronic data processing and electronic and related

Nil

For FY25- Rs.57.07 Million

For FY24- Rs.570.67 Million

Net profit/(loss) after tax:

For FY25- Rs.(9.23) Million

For FY24- Rs.4.19 Million

4 Allcheckdeals India Pvt. Ltd. ('ACD')

Wholly-owned Subsidiary

ACD provides brokerage services in the real estate sector in India.

During the year under review, ACD has issued and allotted 2,00,000, 0.0001 % Compulsorily Convertible

Total Comprehensive Income/ (loss):

For FY25- Rs.(37.87) Million

Debentures of Rs.100/- each to the Company for an aggregate consideration of about Rs.20 Million.

For FY24- Rs.(29.79) Million

Net profit/(loss) after tax:

Further, ACD has acquired 100,000, 0.0001 % Compulsorily Convertible

For FY25- Rs.(37.87) Million

Debentures of Rs.100/- each of Newinc Internet Services Pvt. Ltd. for an aggregate consideration of Rs.10 Million.

For FY24- Rs.(29.79) Million

Subsequent to the end of the year under review, ACD has availed an inter-corporate loan of Rs.5 Million from Axilly Labs Pvt. Ltd.

5 Newlnc Internet Services Pvt. Ltd. ('Newlnc')

Wholly-owned Subsidiary.

Newlnc is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services.

During the year under review, Newlnc issued and allotted 100,000, 0.0001 % Compulsorily Convertible

Total Comprehensive Income/ (loss):

The Company holds 100% stake in Newinc, directly and through ACD, on a fully converted and diluted basis.

For FY25- Rs.(10.94) Million

Debentures of Rs.100/- each to ACD for an aggregate consideration of about Rs.10 Million.

For FY24- Rs.14.53 Million Net profiV(loss) after tax:

Further, Newlnc has issued and allotted 300,000,0.0001 % Compulsorily Convertible Debentures of Rs.100/- each to the Company for an aggregate consideration of about Rs.30 Million.

For FY25- Rs.(10.94) Million For FY24- Rs.14.53 Million

6 Interactive Visual Solutions Pvt. Ltd. ('Interactive')

Wholly-owned Subsidiary.

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.

Nil

Total Comprehensive Income/ (loss):

The Company holds a 100% stake in Interactive, directly and through ACD, on a fully converted and diluted basis.

For FY25 - Rs.(0.30) Million

For FY24- Rs.(0.21) Million

Net profit/(loss) after tax:

For FY25- Rs.(0.30) Million

For FY24- Rs.(0.21) Million

7 Jeevansathi Internet Services Pvt. Ltd. ('JISPL!)

Wholly-owned Subsidiary

JISPL owns & holds the domain names & related trademarks of the Company.

During the year, JISPL acquired 12,293 Equity Shares of Aisle Network Pvt. Ltd. ('Aisle'), having a face value of Rs.10/- each at a premium of Rs.24,388.19/- per share, through a primary acquisition.

Total Comprehensive Income/ (loss):

For FY25- Rs.(371.29) Million

For FY24- Rs.(1.99) Million

Net profiV(loss) after tax:

Additionally, JISPL acquired

For FY25- Rs.(371.29) Million

30 Equity Shares of Aisle via a secondary acquisition, on similar terms, of which 15 shares were acquired subsequent to the end of the year under review. The total investment, as aforesaid, was made for an aggregate consideration of Rs.300.66 Million.

For FY24- Rs.(1.99) Million

Further, JISPL issued and allotted, 20,00,000,0.0001% Compulsorily Convertible Debentures of Rs.100/- each to the Company for an aggregate consideration of Rs.200 Million.

Also, 10,288 Compulsorily Convertible Preference Shares having face value of Rs.500/- each, held by JISPL in Aisle, were converted into 10,288 Equity Shares having face value of Rs.10/- each at a premium of Rs.490/- each.

Further, JISPL has provided intercorporate loan(s) of Rs.60 Million to its subsidiary Aisle, in multiple tranches, which were fully repaid by March 31,2025. Aisle also repaid a loan of Rs.100 Million during the year, which had been granted by JISPL in the preceding financial year.

8 Smartweb Internet Services Ltd. ('SMISL)

Wholly-owned Subsidiary.

SMISL is engaged in the business of providing all kinds of internet services and to act as financial consultant, management consultant, investment manager and/or sponsor of alternative investment fund(s).

Nil

The Total Comprehensive lncome/(loss):

The Company holds a 100% stake in SMISL, directly and indirectly

For FY25-T110.97 Million

For FY24 - T55.05 Million

Net profit/(loss) after tax:

- owned subsidiary of the Company, on a fully converted and diluted basis.

For FY25 - T50.35 Million

For FY24-T43.21 Million

SMISL acts as an investment manager to Alternative Investment Funds ('AIFs') registered with SEBI, named as Info Edge Venture Fund ('IEVF'), Info Edge Capital (TEC') and Capital 2B ('C2B') Trusts, registered with SEBI as a Category-M AIF under the SEBI (Alternative Investment Funds) Regulations, 2012.

9 Startup Internet Services Ltd. ('SISL')

Wholly-owned Subsidiary

SISL is a wholly- owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services.

Nil

Total Comprehensive Income/ (loss):

For FY25 - Rs.659.82 Million

For FY24- Rs.134.19 Million

Net profiV(loss) after tax: For FY25 - Rs.6.30 Million

For FY24- Rs.6.28 Million

10 Redstart Labs (India) Ltd. ('Redstart')

Wholly-owned Subsidiary

Redstart provides all kinds and types of Internet services, development of software. consultancy, technical support for consumer companies, internet orSaaS providers and any other services in the area of information technology and product development.

During the year under review, Redstart has issued and allotted, 3,000,000,0.0001% Compulsorily

Total Comprehensive Income/ (loss):

For FY25 - Rs.43.79 Million

For FY24 - Rs.(146.03) Million

Convertible Debentures of Rs.100/- each to the Company for an aggregate consideration of about Rs.300 Million.

Net profiV(loss) after tax: For FY25- Rs.13.56 Million

Further, Redstart has made the following investments by way of subscription/purchase of securities:

For FY24- Rs.(33.18) Million

• 1,392, Series 2D Compulsorily Convertible Debentures of Skylark Drones Pvt. Ltd. for an aggregate consideration of about Rs.6 Million.

- 8,252, Pre-Seed 0.001% Compulsorily Convertible Preference Shares of Nexstem India Pvt. Ltd. for an aggregate consideration of about Rs.41.96 Million.

• 7,143,0.01% Compulsorily Convertible Preference Shares of Vyuti Systems Pvt. Ltd. for an aggregate consideration of about Rs.80 Million.

• 653, Series B Compulsorily Convertible Preference Shares of Ubifly Technologies Pvt. Ltd. for an aggregate consideration of about Rs.84.03 Million.

• 1,051, Seed-2 Series Compulsorily Convertible Preference Shares of Sploot Pvt. Ltd. for an aggregate consideration of about Rs.29.99 Million.

• 385, Pre-Series A Compulsorily Convertible Preference Shares of Brainsight Technology Pvt. Ltd. for an aggregate consideration of about Rs.29.99 Million.

Subsequent to the end of the year under review, Redstart has acquired 4,320 Compulsorily Convertible Debentures of Nexstem India Pvt. Ltd. for an aggregate consideration of Rs.43.2 Million.

11 Zwayam Digital Pvt. Ltd. ('Zwayam')

Wholly-owned Subsidiary

Zwayam is engaged in the business of providing SaaS based end to end recruitment process automation solutions to its corporate customers.

During the year under review, Zwayam has issued and allotted

Total Comprehensive Income/ (loss):

1,700,000, 0.0001% Compulsorily

For FY25 - Rs.(226.43) Million

Convertible Debentures of Rs.100/- each to the Company for an

For FY24- Rs.(185.45) Million

aggregate consideration of about

Net profiV(loss) after tax:

Rs.170 Million.

For FY25 - Rs.(226.43) Million

For FY24- Rs.(185.45) Million

12 Axilly Labs Pvt. Ltd. ('DoSelect')

Wholly-owned Subsidiary

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.

Subsequent to the end of the year under review, DoSelect has provided an inter-corporate loan of Rs.5 Million to ACD.

Total Comprehensive Income: For FY25- Rs.204.53 Million

For FY24- Rs.133.40 Million

Net profit/(loss) aftertax:

For FY25- Rs.204.53 Million

For FY24 - Rs.133.40 Million

13 Makesense

Subsidiary. The

MTL is engaged

Nil

Total Comprehensive Income:

Technologies

Company holds a stake of 50.01% of MTL.

in the business of providing services and solutions in relation to placement consultancy. personnel recruitment, staffing, professional hiring and management consultancy to all kinds of persons, firms or organisations

For FY25 - Rs.22,050.26 Million

Ltd. ('MTL')

For FY24 - Rs.25,717.38 M ill ion

Net profit/(loss) after tax: For FY25 - Rs.(1,595.65) Million

For FY24 - Rs.(1.03) Million

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

Scheme(s) of Amalgamation

1. Scheme of Amalgamation between MTL and PB Fintech Ltd. (‘PB Fintech/Policybazaar'):

The respective Boards of Directors of MTL ('Transferor Company') and Policybazaar ('Transferee Company'), at their respective meetings held on April 26, 2022, approved a Scheme of Amalgamation under Sections 230 to 232 of the Act ('Scheme'), subject to requisite regulatory and statutory approvals. Upon effectiveness of the Scheme and proportionate share issuance by the Transferee Company, the Company's economic interest in Policybazaar shall remain unaffected.

The Scheme was filed by the Transferee Company with NSE and BSE, and no-objection certificates were received from both the stock exchanges. During FY24, a joint application under Sections 230 to 232 of the Act was filed before the Hon'ble National Company Law Tribunal, Chandigarh Bench ('Hon'ble Tribunal'). Pursuant to the Hon'ble Tribunal's order dated July 5, 2023, meetings of the equity shareholders of MTL, and the equity shareholders and unsecured creditors of Policybazaar, were convened on September 2, 2023. The Scheme was approved with the requisite majority in respective meetings. The joint second motion petition was filed before the Hon'ble Tribunal on September 14, 2023 and is currently under consideration.

2. Scheme of Amalgamation of wholly-owned subsidiaries of the Company, namely Axilly Labs Pvt. Ltd., Diphda Internet Services Ltd., Zwayam Digital Pvt. Ltd., Allcheckdeals India Pvt. Ltd. with the Company : The respective Board of Directors of the Company ('Transferee Company') and its wholly- owned subsidiaries, namely Axilly Labs Pvt. Ltd., Diphda Internet Services Ltd. and Zwayam Digital Pvt. Ltd. ('Transferor Companies'), at their meetings held on

August 9, 2024, approved a Scheme of Amalgamation amongst the Transferor Companies and the Transferee Company, and their respective shareholders and creditors ('Scheme').

Subsequently, at the meetings held on February 5,2025, the respective Board of Directors of the Transferee Company, the aforementioned Transferor Companies, and Allcheckdeals India Pvt. Ltd., a wholly-owned subsidiary of the Transferee Company, approved an amended Scheme, including Allcheckdeals India Pvt. Ltd., as an additional Transferor Company, along with the Transferor Companies originally included in the Scheme.

The Scheme is subject to the requisite approvals and sanctions from the Hon'ble National Company Law Tribunal, New Delhi Bench ('Hon'ble Tribunal'), or other competent authorities, as well as the approval of shareholders and creditors of the respective companies, as applicable.

The Scheme was filed with the NSE and BSE, and the Transferee Company along with the Transferor Companies is in the process of filing a joint application under Sections 230 to 232 of the Companies Act, 2013 before the Hon'ble Tribunal.

INVESTEE COMPANIES

The 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 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).

A. SUBSIDIARIES

Sr. No. Name of the entity

Relationship with the Company (Subsidiaries/ Joint Venture/Associate/ Investee Company) and Shareholding status as on March 31,2025

Business Overview of entity

Details of investments/ inter-corporate loans/ fund-raising activities undertaken during FY25 and up to the date of this report, if any

Annual Financial performance of the entity

1 Sunrise Mentors Pvt. Ltd. ('Sunrise')

Subsidiary. The Company's stake in Sunrise is 54.64% including a 1.37% stake through its wholly-owned subsidiary, SIHL.

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

Nil

Total Comprehensive lncome/(loss):

For FY25- Rs.(299.60) Million

For FY24 - Rs.(522.40) Million

Net profit/(loss) aftertax:

For FY25- Rs.(300.65) Million

For FY24 - Rs.(526.36) Million

2 Aisle Network Pvt. Ltd. ('Aisle')

Subsidiary. The Company's stake in Aisle is 96.31 % through its wholly-owned subsidiary, JISPL.

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

During the year under review, Aisle issued 12,293 equity shares of face value Rs.10/- each at a premium of Rs.24,388.19/- per share to its holding company, JISPL, through a primary issuance, for an aggregate consideration of Rs.299.93 Million.

Total Comprehensive lncome/(loss):

For FY25 - Rs.(176.86) Million

For FY24 - Rs.(273.47) Million

Net profit/(loss) aftertax: For FY25- Rs.(177.99) Million

For FY24 - Rs.(274.20) Million

Further, Aisle issued and allotted 30 equity shares to its employees under its ESOP Plan, which were subsequently sold by the employees to JISPL, for an aggregate consideration of Rs.0.73 Million. Out of 30 equity shares, 15 equity shares were sold by one employee after the close of the financial year.

Additionally, 10,288 Compulsorily Convertible Preference Shares (CCPS) of face value Rs.500/- each, held by JISPL in Aisle, were converted into 10,288 equity shares of face value Rs.10/- each at a premium of Rs.490/- per share.

During the year, Aisle has availed inter-corporate loan(s) of Rs.60 Million from JISPL, in multiple tranches, which were fully repaid as on March 31, 2025. Aisle also repaid a loan of Rs.100 Million during the year, which had been granted by JISPL in the preceding financial year.

The Company's investment, made through its wholly- owned subsidiary ACD, in 4B Networks Pvt. Ltd. ('Broker Network') was fully impaired in FY23. Consequently, ACD exercised its contractual rights by filing applications for interim reliefs before the Delhi High Court and the Arbitral Tribunal. The Delhi High Court, through an order dated July 24, 2023, directed Broker Network and its Promoter not to sell, transfer, alienate, encumber, or create any third-party rights in Broker Network's assets and properties, and to preserve all books, records, accounts, and documentation of Broker Network. The Arbitral Tribunal further reinforced these directives with orders on August 14, 2023, allowing inspection of Broker Network's books of accounts for FY22, FY23, and FY24; on December 21, 2023, directing status quo regarding assets of Broker Network and Mr. Rahul Yadav and preservation of records of Broker Network; and on May 10, 2024, directing Mr. Rahul Yadav to provide the information requested during

the Forensic Audit initiated by ACD, within 4 weeks. Despite these clear orders, Mr. Rahul Yadav has failed to cooperate in providing complete inspection of books of accounts and provide the information requested during the Forensic Audit as well as inform the steps taken to preserve the records of Broker Network. Due to this wilful disobedience, ACD filed an application for contempt proceedings against Mr. Rahul Yadav before the Arbitral Tribunal which, vide order dated December 7, 2024, noted his failure to comply with the above orders. Accordingly, ACD filed a contempt application before the Delhi High Court, on which notice was issued on March 18,2025. This contempt application is next listed on August 8, 2025. Further, in arbitration proceedings, ACD has raised claims concerning breach of obligations and damages for the failure of Broker Network and its Promoter to honour the put option. The hearing in arbitration is next listed on August 16 and 17,2025, for cross examination.

Separately, the Company has learnt that the National Company Law Tribunal ('NCLT'), Mumbai, initiated Corporate Insolvency Resolution Process ('ClRP') against Broker Network on January 12, 2024, based on an application by a financial creditor. ACD has filed an application before the NCLT contending the CIRP was initiated fraudulently and seeking its setting aside. The same is next listed on June 6, 2025. The Resolution Professional ('RP') has also filed applications before the NCLT, including seeking directions for avoidance of certain transactions, initiation of a contempt application against Broker Network's suspended board of directors for nonsupply of documents, and an application for approval

of a resolution plan. These applications are currently pending beforethe NCLT.

Furthermore, ACD has filed a criminal complaint against Broker Network, its Promoter, and certain other individuals beforethe Economic Offences Wing, Mumbai. An FIR (no. 1759 of 2024) was registered on November 29, 2024, by Bandra Police Station against Mr. Rahul Yadav, Mr. Devesh Singh, Mr. PratikChoudhary, Mr. Sanjay Saini, Broker Network, and others, under Sections 420, 406, 477-A read with 120B and 34 of the Indian Penal Code. Currently, the anticipatory bail applications filed by Mr. PratikChoudhary and Mr. Sanjay Saini are pending beforethe Bombay High Court.

B. OTHER INVESTEE COMPANIES

Sr. No. Name of the entity

Relationship with the Company (Joint Venture/ Associate/ Investee Company)

Business Overview of entity

Details of investments/inter- corporate loans/fund-raising activities undertaken during FY25 and up to the date of this report, if any and Shareholding as on the end of the year i.e. March 31, 2025

1 Eternal Ltd. ('Eternal') [formerly known as Zomato Ltd ]

Investee Company

Eternal operates 4 (four) key businesses namely, Zomato (food discovery and delivery), Blinkit (quick commerce), Hyperpure (B2B food supplies) and District (experiential events & ticketing).

The Company directly holds stake of 12.38% in Eternal and holds 0.05% through NISL.

2 PB Fintech Ltd. (‘PB Fintech/ Policybazaar')

Investee Company

PB Fintech is doinq business as www. an online financial services platform. The Company offers a consumer centric platform by partnering with financial services companies such as insurance companies to help customers select products/schemes that best suit their requirements.

The aggregate investment of the Company, held indirectly through its Subsidiaries/ Joint Ventures, in PB Fintech as on March 31,2025 is 19.04%. However, since 49.99% of Makesense Technologies Ltd. (holding 13.04% in Policybazaar) is held by MacRitchie Investments Re. Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd. (Temasek), the Company's relevant economic interest in PB Fintech is 12.52%.

3 Printo Document Services Pvt. Ltd. ('Printo')

Associate Company

Printo is a print-on-demand platform for personal and business print and corporate merchandise in India. The Company provides business cards, business

During the year under review, the Company through its wholly-owned subsidiary, SIHL, has invested an aggregate amount of about Rs.32.31 Million in Printo.

stationary, ID cards/accessories, flyers/ leaflets, posters, standees, brochures, signage, stickers, calendars and diaries; gift products; personalised greeting cards; photo books; T-shirts and apparel; and marketing collaterals. It retails its products online and via retail stores.

The Company as on March 31,2025, through SIHL has invested an aggregate amount of about Rs.420.70 Million and holds a stake of 32.80% in Printo.

4 NoPaperForms Solutions Pvt. Ltd. ('NoPaperForms')

Associate Company

NoPaperForms runs a business of providing a SaaS platform (via website namelv www.noDaoerforms.coml which has a suite of software products including lead management system, application management system, campaign management etc. NoPaperForms offers two flagship products: Meritto, the Operating System for Student Recruitment and Enrolment, and Collexo, a full-stack payment solution that brings predictability and scalability to fee management for educational institutions.

The Company as on March 31,2025, through its wholly-owned subsidiary, SIHL, has invested an aggregate amount of about Rs.336.64 Million and holds a stake of 47.93% in NoPaperForms.

5 Agstack Technologies Pvt. Ltd. ('Gramophone')

Associate Company

Gramophone is a technology enabled marketplace (operated through a website www.aramoDhone.in and its aDD 'Gramophone') for enabling efficient farm management.

During the year under review, the Company through its wholly-owned subsidiary, SIFIL, has invested an aggregate amount of about Rs.150 Million in Gramophone.

Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.

The Company as on March 31, 2025, through SIFIL has invested aggregate amount of Rs.774.95 Million and holds a stake of 43.44%.

6 Shop Kirana E Trading Pvt. Ltd. ('Shopkirana')

Associate Company

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

The Company as on March 31,2025, through its wholly-owned subsidiary, SIFIL, has invested an aggregate amount of Rs.1,271.72 Million for a stake of 26.14% in Shopkirana.

7 Greytip Software Pvt. Ltd. ('Greytip')

Investee Company

Greytip is an FIR and Payroll SaaS company focused on serving SMEcustomers 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 FIR operations, increasing

During the year under review, a new investor, Apax Digital Funds, advised by Apax Partners LLP, had acquired 52.10% stake in Greytip. Consequently, the Company's shareholding in Greytip decreased from 22.70% to 18.71 % on a fully diluted and converted basis, and accordingly, following this dilution, Greytip had ceased to be an Associate of the Company.

productivity and by enhancing employee experience.

The Company as on March 31,2025, has invested aggregate amount of about Rs.650 Million and holds a stake of 18.71 % in Greytip.

8 LQ Global Services Pvt. Ltd. ('Legitquest')

Associate Company

LegitQuest is SaaS product at the intersection of Technology & Legal utilising Machine Learning, Modern

During the year under review, Legitquest has issued a Convertible Note to SIFIL for an aggregate amount of Rs.20 Million.

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 as on March 31,2025 through its wholly-owned subsidiary, SIFIL, has invested aggregate amount of Rs.60 Million and holds a stake of 23.07% in Legitquest.

9 Metis Eduventures Pvt. Ltd. ('Adda24T)

Associate Company

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, teachersadda.com and Career Power.

The Company as on March 31,2025, has invested an aggregate amount of Rs.1,441.88 Million and holds a stake of 25.88% in Adda247.

10 Terralytics Analysis Pvt. Ltd. ('Terralytics')

Associate Company

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 as on March 31,2025, has invested an aggregate amount of Rs.86.98 Million and holds a stake of 23.03% in Terralytics.

Subsequent to the end of the year under review, Terralytics has availed an intercorporate loan of Rs.15 Million from SIFIL.

11 Llama Logisol Pvt. Ltd. ('Ships/)

Associate Company

Shipsy's vision is to digitalise the entire logistics ecosystem. It has 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 digitalise their operations and bring about significant time and cost savings.

The Company as on March 31,2025 through its wholly-owned subsidiary, SIHL, has invested an aggregate amount of Rs.683.87 Million and holds a stake of 22.56% on a fully converted and diluted basis in Shipsy.

12 Sploot Pvt. Ltd. ('Sploot')

Associate Company

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

During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.29.99 Million in Sploot.

content and app-based help. This includes organisation of pet's medical records, everyday tasks and access to professionals and services.

The Company as on March 31,2025, through Redstart, has invested an aggregate amount of about Rs.119.47 Million and holds a stake of 29.65% in Sploot.

13 Crisp Analytics Pvt. Ltd. ('Lumiq')

Investee Company

Lumiq provides an Al 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 Al 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 as on March 31,2025, through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of Rs.26.98 Million and holds a stake of 2.50% in Lumiq.

14 Unboxrobotics Labs Pvt. Ltd. (‘Unbox Robotics')

Investee Company

Unbox Robotics is a leading supply chain robotics technology company, specialising in robotics-based fulfilment and distribution technology for small to large e-commerce, retail and logistics enterprises. Unbox Robotics' cutting edge technology solutions accelerates the parcel sortation and order fulfilment to facilitate efficient express logistics operations delivering seamless end customer experience.

The Company as on March 31,2025, through Redstart, has invested an aggregate amount of Rs.116.18 Million and holds a stake of 5.70% in Unbox Robotics.

Unbox Robotics' USP lies in its ability to scan, sort and dispatch packages in less than 50-70% physical space through its innovative and compact vertical sorting robotic solution.

15 BrainSight Technology Pvt. Ltd. ('BrainSight')

Investee Company

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 Al powered platform developed by BrainSight.

During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.29.99 Million in BrainSight.

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

The Company as on March 31,2025, through Redstart, has invested an aggregate amount of Rs.50.84 Million and holds a stake of 5.27% in BrainSight.

16 String Bio Pvt. Ltd. ('String Bio')

Investee Company

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 as on March 31,2025, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.165 Million and holds a stake of 0.93% in String Bio.

17 Attentive Al Solutions Pvt. Ltd. ('Attentive Al')

Investee Company

Attentive Al 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 as on March 31,2025, through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of Rs.37.10 Million and holds a stake of 4.43% in Attentive Al.

18 Attentive OS Pvt. Ltd. ('Attentive OS')

Investee Company

Attentive OS is a wholly-owned subsidiary of Attentive Inc, US and it is engaged in providing software development support to Attentive Inc, US. Redstart has invested in the US entity of Attentive OS Pvt. Ltd. and had the right to invest in the Indian entity under the executed transaction documents, pursuant to which Attentive Al had restructured the business and issued shares to Redstart in the Indian entity namely. Attentive OS.

The Company as on March 31,2025, through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of Rs.0.01 Million and holds a stake of 10.25% in Attentive OS.

19 Skylark Drones Pvt. Ltd. ('Skylark')

Investee Company

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.

During the year under review, the Company through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of about Rs.6 Million in Skylark. The Company as on March 31,2025, through Redstart, has invested an aggregate amount of Rs.12 Million and holds a stake of 1.10% in Skylark.

20 RAY IOT Solutions Inc. ('Ray IOT')

Investee Company

Ray IOT develops a non-contact breathing and sleep tracker for babies. Raybaby analyses 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 non-contact wellness and sleep tracker.

The Company as on March 31,2025, through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of Rs.56.01 Million and holds a stake of 12.63% in Ray IOT.

21 AarogyaAl Innovations Pvt. Ltd. (AarogyaAl Innovations')

Investee Company

AarogyaAl Innovations is engaged in the business of diagnosis of drug-resistant diseases with the help of machine learning and Al-powered software. Their 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 as on March 31,2025, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.22.50 Million and holds a stake of 4.17% in AarogyaAl Innovations.

22 PsilaTech Pte. Ltd. ('Psila')

Investee Company

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 as on March 31,2025, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.57.30 Million and holds a stake of 13.38% in Psila.

23 Vyuti Systems Pvt. Ltd. (Vyuti')

Investee Company

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 year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.80 Million in Vyuti. The Company as on March 31,2025, through Redstart, has invested an aggregate amount of about Rs.102.50 Million and holds a stake of 5.06% in Vyuti.

24 Ubifly Technologies Pvt. Ltd. ('Ubifly')

Investee Company

Ubifly is engaged in the business of development and commercialisation of aerial vehicles and related technologies.

During the year under review, the Company through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of about Rs.84.03 Million in Ubifly. The Company as on March 31,2025, through Redstart, has invested an aggregate amount of about Rs.128.42 Million and holds a stake of 4.19% in Ubifly.

25 SkyServe INC. ('SkyServe1)

Investee Company

SkyServe is an Insights-as-a-Service platform enabling satellite-based edge computed insights for core industries and solution providers to scale faster and affordably. It feeds sensor data to the models deployed on the edge and facilitates timely predictions. SkyServe is expanding its offerings across satellite constellations and sensing systems to get global coverage and richer, real time insights for the businesses.

The Company as on March 31,2025, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.42.06 Million and holds a stake of 5.26% in SkyServe.

26 VLCC Healthcare Ltd. ('VLCC')

Investee Company

VLCC founded as a beauty and slimming services centre, is today widely recognised for its comprehensive portfolio of beauty and wellness products and services which enjoys a high level of consumer trust. It manages one of the largest chains of Slimming, Beauty & Fitness centers across Asia and operates as one of Asia's largest networks of vocational education academies in Beauty & Nutrition.

The Company as on March 31,2025, through its wholly-owned subsidiary, SIHL, holds a stake of 1.24% in VLCC.

27 Nexstem India Pvt. Ltd. ('Nexstem')

Investee Company

Nexstem is a technology company that creates BrainComputer Interface (BCI) solutions that help people interact with technology using their brain signals.

During the year under review, the Company through its wholly-owned subsidiary. Redstart, has invested an aggregate amount of Rs.41.96 Million in Nexstem.

The Company as on March 31,2025, through Redstart, holds a stake of 5% in Nexstem. Subsequent to the end of the year under review, the Company through Redstart has invested an aggregate amount of Rs.43.2 Million in Nexstem.

Note: The above table doesn't include the investments that have been impaired over the years and 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 Al, Skylark, Ray loT, AarogyaAl Innovations, Psila, Vyuti, Ubifly, Attentive OS, SkyServe, Nexstem, Greytip and other listed investee companies), achieved an aggregate revenue of Rs.11,837.53 Million as against Rs.14,515.04 Million during the previous financial year. The aggregate operating PBT level loss was Rs.3,168.58 Million as compared to Rs.4,148.92 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 Alternative 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 has been floated with a corpus of Rs.7,575 Million where the Company together with its group companies committed approximately Rs.3,800 Million and a commitment of Rs.3,750 Million was made by MacRitchie Investments Pte. Limited (an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited).

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).

I EC 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 launched a scheme namely, IE Venture Investment Fund

II (IEVI Fund II) and C2B launched a scheme by the name of Capital 2B Fund I (C2B Fund). Initially, MacRitchie Investments Pte. Ltd. had committed to approximately 50% of the total corpus of IEVI Fund II and C2B Fund (schemes of IEC and C2B, respectively) along with the Company.

Further, during FY24, IEVI Fund II and C2B Fund entered into Contribution Agreements with DFOSG Pte. Ltd. (DFOSG). Theupdated details of thefunds and schemes as of March 31,2025, are as follows:

( Rs. in Million)

Particulars

IEVF IEVF Follow- on Fund IEVI Fund II C2B Fund

Fund Size

7,575 7,560 12,716.25 6,378.13

Commitment*

3,800 3,800 5,675 2,862.5

Drawdown* (including through SIHL, SISL and SMISL)

3,600 3,120 3,147.50 1,317.50

*Note: Above information includes commitment/contribution made by the Company directly and through wholly-owned subsidiaries.

During the year under review, the Company has directly acquired 2,755,000, Class A Units of the IEVF Follow- on Fund, a scheme of IEVF for consideration of about Rs.275.50 Million.

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

• 1,995,000, Class A Units of IEVF Follow-on Fund for consideration of about Rs.199.50 Million.

• 11,200,000, Class A Units of IEVI Fund II for consideration of about Rs.1,120 Million.

• 4,000,000, Class A Units of C2B Fund for consideration of Rs.400 Million.

Subsequent to the end of the year under review, SIHL has acquired 1,700,000, Class A Units of IEVI Fund II for a consideration of about Rs.170 Million.

Further, subsequent to the end of the year under review, the Company has set up a new AIF named Karkardooma Trust (KT), registered with SEBI as Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012, which has floated a scheme by the name of IE Venture Investment Fund III (IEVI Fund III) 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.

Basis the guiding principles of previous funds and adhering to the guardrails of this fund's mandate, KT will continue to invest in early-stage entities across tech led businesses including consumer internet platforms, B2B marketplaces, SaaS products, Al & Al enabled platforms, and emerging technologies such as robotics and cybersecurity among others. The target corpus of IEVI Fund III shall be Rs.10,000 Million with a green shoe option of an additional Rs.10,000 Million. The Company has obtained shareholders' approval for the capital commitment of not exceeding Rs.10,000 Million in IEVI Fund III, directly and/or through its wholly-owned subsidiaries. IEVI Fund III is also open to taking investment contribution from a select set of external investors.

Pursuant to the provisions of Section 136 of the Act, the Standalone 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 along with 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 FY25, the Company invested (including outstanding inter-corporate loans), directly or indirectly, about Rs.774.94 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), the Company has formulated a Policy on Related Party Transactions, which is available on Company's website at http://www.infoedae.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.

During the year under review, in line with the approval of the Members of the Company obtained through postal ballot process in April 2022, pursuant to Regulation 23 of the Listing Regulations, the Company has entered into material related party transactions, directly and/ or through wholly-owned subsidiaries, with Info Edge Venture Fund, Info Edge Capital and Capital 2B, Trusts registered with SEBI as Category II Alternative 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.

Further, 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 with Karkardooma Trust, a Trust registered with SEBI as Category II Alternative Investment Funds, under the

SEBI (Alternative Investment Funds) Regulations, 2012 and related party of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, for subscription or purchase of units of its Scheme namely IE Venture Investment Fund III, directly and/or through its wholly-owned subsidiaries.

MATERIAL CHANGES AND COMMITMENT

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 req u ired under Section 134(3) of the Act, the Board of Directors informs the Members that during thefinancial 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

India's job market in FY25 remained moderate, navigating global economic headwinds through the strength of its domestic economy, government-led infrastructure investments and accelerated digital adoption across industries. The rise of Al is set to reshape the job landscape in the country, influencing sectors differently based on their pace of adoption and technological maturity, requiring a nuanced approach. India, with its strong technical education base, is well- positioned to become a global Al talent hub, provided the skilling ecosystem evolves quickly. This rising demand for Al talent may also lead to higher attrition and mobility, driving more activity across Info Edge's platforms.

The Company continues to identify high-potential categories. Niche and adjacent businesses continue to witness good traction. AmbitionBox becoming a leader in company reviews and salary insights. JobHai is also gaining traction in the blue-collar job segment. By leveraging its portfolio of brands, Info Edge continues to consolidate its leadership in India's online recruitment space.

In real estate, 99acres is capitalising on market growth through initiatives like new launch solutions, expanded city coverage, and enhanced decision-making tools. 99acres continues to strengthen its leadership in the segment and focus on further gaining market share through Al led tech innovation, deeper market penetration, and a customer-centric approach.

The matchmaking business is focused on expanding the customer base cost-effectively through innovative marketing campaigns, improved recommendations via

Al/Machine Learning models, investments towards data privacy and security and better user experience.

The business remains focused on strategic, resource- efficient investments. Shiksha is enhancing engagement through in-house video content and a new app, while Study Abroad leverages Al and automation to support student decisions. We continue to focus on growing the Shiksha Domestic and Study Abroad segment and strengthening the overall value proposition of the business.

At Info Edge, a strong foundation has already been built through over a decade of focused investment in Al. The Company is leveraging Al to boost product efficiency and personalisation, enhance user engagement, explore new products and revenue streams, and improve internal operations, decision-making, and agility. This will be strategically leveraged to drive the next phase of growth.

Through these initiatives, each of the businesses aims to increase traffic/ user share and position the platforms for substantial future growth, all while maintaining a focus on capital efficiency and improving cash generation.

3. CORPORATE GOVERNANCE

The Company consistently prioritises managing its affairs with diligence, transparency, responsibility and accountability, thereby upholding the important dictum that an organisation'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, a peer reviewed firm, 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 6 (six) times during the year under review on May 16, 2024, August 9, 2024, September 9, 2024, November 8, 2024, February 5, 2025 and March 7, 2025. 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 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, 2025, 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 under review, 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 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 behaviour, 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 https://www.infoedge.in/ InvestorRelations/CorporateGovernance WBP

The Company hereby affirms that no Director/Employee have been denied access to the Chairperson of the Audit Committee. 3 (three) complaints were received through the said mechanism which were duly resolved during the year under review.

RISK MANAGEMENT

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 minimisation. 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 the risk management structure, processes and guidelines which are developed and maintained by the Company. To further strengthen and streamline the procedures about risk assessment and minimisation 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 Risk Management Policy and the Charter of RMC are reviewed and amended by the Board from time to time, as and when required, based on the recommendations of the RMC. The detailed terms of reference of RMC are given in the Report on Corporate Governance forming part of this Annual Report.

The Company follows a 4 (four) step 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

The Company has put in place adequate internal financial controls with reference to the financial statements. During the year under review, 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.

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 future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 ('IBC Code') during FY25.

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 theCompanies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www. infoedae.in/InvestorRelations/IR Annual Return.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At Info Edge, a strong Board is considered imperative for fostering a culture of leadership, providing a long-term vision, and strengthening the quality of governance.

During the year under review, Ms. Geeta Mathur (DIN: 02139552) was re-appointed 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 approved by the Members of the Company through Postal Ballot on April 20, 2024.

Pursuant to clause (iii)(a) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014, the Board is of the opinion that Ms. Geeta Mathur, who was re-appointed during the year under review as an Independent Director, possesses high integrity, expertise and experience, enabling her to effectively perform her duties.

Further, in accordance with the approval of the Members obtained at the 29th AGM, Mr. Chintan Thakkar (DIN: 00678173) was re-appointed 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, i.e. from October 16,2024 to October 15,2029 (both days inclusive).

Mr. Sharad Malik (DIN: 07045964) completed his second consecutive term as an Independent Director on December 15, 2024 and consequently ceased to be an Independent Director of the Company with effect from close of business hours on December 15, 2024. The Board places on record its heartiest gratitude and sincere appreciation for the contribution made by Mr. Malik during his tenure as Director of the Company and wishes him success, happiness and best of health in life.

Further, the present term of appointment of Mr. Sanjeev Bikhchandani (DIN: 00065640) as the Executive Vice- Chairman & Whole-time Director is valid up to April 26,

2026. The Board of Directors at its meeting held on May 27, 2025, on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members in the ensuing AGM, approved the reappointment of Mr. Bikhchandani as the Executive Vice- Chairman & Whole-time Director for another period of 5 (five) years, i.e. with effect from April 27, 2026 to April 26, 2031 (both days inclusive), not liable to retire by rotation.

Also, the present term of appointment of Mr. Hitesh Oberoi (DIN: 01189953) as the Managing Director & Chief Executive Officer is valid up to April 26, 2026. The Board of Directors at its meeting held on May 27, 2025, on recommendation of Nomination & Remuneration Committee and subject to the approval of the Members in the ensuing AGM, approved the re-appointment of Mr. Oberoi as the Managing Director & Chief Executive Officer for another period of 5 (five) years, i.e. with effect from April 27, 2026 to April 26, 2031 (both days inclusive), liableto retire by rotation.

As required under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, details of Directors seeking appointment/ re-appointment at the ensuing AGM are given in the Annexure to the Notice of the ensuing AGM.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act read with Article 48 of the Articles of Association of the Com pany, Mr. Pawan Goyal, Whole-time Director & Chief Business Officer-Naukri (DIN: 07614990) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered 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 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 judgement 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 ('MCA') database.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, 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 part of the Corporate Governance Report, forming part of this Annual Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Directors, theworking oftheCompany, 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 familiarisation programme are explained in the Corporate Governance Report 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.infoedae.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 oftheCompany 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.

Further, in terms of Regulation 25(4) of Listing Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairperson and Board as a whole at separate meeting(s) of Independent Directors.

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, 2 (two) meetings of Independent Directors were held during the year i.e. on May 16, 2024 and November 8, 2024 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, 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; and

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

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 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 27th AGM, held on August 26, 2022, till the conclusion of the 32nd AGM 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, a peer reviewed firm, as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for financial year ended March 31, 2025. 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.

Further, pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), a peer reviewed firm, as Secretarial Auditors of the Company for a term of up to 5 (five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 35th (thirty fifth) AGM of the Company to be held in the FY31, for carrying out the Secretarial Audit of the period covering the financial years from FY26 to FY30, for approval of the Members at ensuing AGM of the Company. Brief profile and other details of M/s. Chandrasekaran Associates, Company Secretaries, are separately disclosed in the Notice of the ensuing AGM.

M/s. Chandrasekaran Associates have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and Listing Regulations.

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 on a quarterly basis.

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, Internal 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 Directors' Report.

5. CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

For the 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 the Company. The CSR Policy of the 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 webs ite at http://www.infoedge.in/pdfs/CSR-Policv.pdf.

CSR FUNDS ALLOCATED

A snapshot of the geography-wise and sector-wise spread of the causes, entities and the kind of themes supported by the Company is given on the next page:

CSR PROJECTS FUNDED IN FY25

Info Edge's CSR policy mainly focuses on supporting organisations 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.infoedae.in/pdfs/ CSR-Projects-FY2024-25.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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations and related Circulars issued by Securities and Exchange Board of India ('SEBI'), the Company has provided the Business Responsibility and Sustainability Report ('BRSR') intheformatasspecified 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 FY25 has been provided by SGS India Pvt. Ltd. ('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 to this Report.

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

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

( Rs. in Million)

Particulars

FY25 FY24

Foreign exchange earnings

Revenue

1,673.00 1,544.91

Total inflow

1,673.00 1,544.91

Foreign exchange outflow

Internet & Server Charges

0.20 0.12

Advertising & Promotion Cost

37.70 19.89

Foreign Branch Expenses

288.83 240.87

Others

24.45 27.02

Total Outflow

351.18 287.90

Net Foreign exchange inflow

1,321.82 1,257.01

GREEN INITIATIVE

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

Further, the Ministry of Corporate Affairs, Government of India ('MCA') and SEBI through their relevant circulars, issued from time to time, have permitted the companies to conduct their extra-ordinary general meeting ('EGM')/ AGM through video conferencing or other audiovisual means. They have also granted relaxations to companies to issue/service notices and other reports/ documents of AGM/EGM/Postal Ballots to its Members, 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 2024-25 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 2024-25 will also be available on the Company's website at www.infoedae.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. NSDL at https://www.evotinq.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 2024-25:

Registration of e-mail addresses for Members holding shares in physical form:

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 MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.), by clicking the link: https://web.in.mpms.mufa.com /EmailReg/ Email Reaister.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, aadhaar card, share certificate & Form ISR-1, ISR-2 in PDF or JPEG format (upto 1 MB). On submission of the Members details an OTP will be received by the Member which needs to be entered in the link for verification.

For Permanent Registration of e-mail addresses for Members holding shares in dematerialised form:

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.

For Temporary Registration of e-mail addresses for Members holding shares in dematerialised form:

The Members of the Company holding equity shares of the Company in dematerialised form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with MUFG Intime India Private Ltd. by clicking the link: https://weh. in.mpms.mufg.com/EmailRea/Email Reaister.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, aadhaar card & Form ISR-1 in PDF or JPEG format (upto 1 MB). On submission of the Members details an OTP will be received by the Members which needs to be entered in the link for verification.

In case of any queries, Member may write to RTA at rnt.helpdesk@in.mpms.mufg.com. or call on Tel no.: 022-49186000

Those Members 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, Member may write either to the Com pany 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 oftheAGM.

6. HUMAN RESOURCES MANAGEMENT

Info Edge continues to be a people driven organisation, pursuing businesses that thrive on strong human engagement. The Company places its greatest value on people, with 'Believing in People' forming the core of its human resource strategy. At Info Edge, human resources management extends beyond set boundaries such as compensation, performance reviews and development. The Company has made dedicated efforts in talent management and succession planning, supported by robust performance management systems and comprehensive learning and training initiatives. These efforts aim to consistently cultivate inspiring, capable, and credible leadership within the organisation.

In FY25, Info Edge reinforced its commitment to building a future-ready, high-performance organisation through focused investments in talent acquisition, leadership development, performance transformation, and employee engagement.

The Company significantly expanded its talent pool by augmenting hiring across critical functions such as engineering, data science, business intelligence, product, sales, and design. Notably, the data science team grew by 45% during the year. Sales hiring was strengthened through a Pan-India Internship Programmefor flagship businesses Naukri and 99acres, along with participation in national talent initiatives such as the National Apprenticeship Promotion Scheme ('NAPS') and the Prime Minister's Internship Scheme ('PMIS').

Learning and development efforts gained momentum through the Company's LEAD (Learning and Engagement for Accelerated Development) framework, covering enterprise programmes, function-specific learning, self- paced options, and peer learning initiatives.

The annual Merit Awards 2024 celebrated outstanding contributions across the organisation. The Merit Awards is a premier platform that recognises and rewards exceptional innovation and significant business impact. Each year, these awards elevate industry standards, establish benchmarks for future endeavours, and cultivate a culture of continuous improvement within Info Edge.

FY25 also marked a transformational shift in performance management with the introduction of MyGPS - Grow. Perform. Succeed. This agile, peoplecentric platform features real-time collaborative goalsetting, continuous feedback mechanisms, and a unique 'Anytime Feedback' functionality that promotes transparency and recognition. The platform also introduced Growth Check-Ins to separate developmental discussions from performance evaluations. Additionally, the Al-powered chatbot 'Maven' supported users with structured inputs and smart nudges, fostering richer performance conversations.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a 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.

At Info Edge, fostering a safe and inclusive workplace is a key priority. During the year under review, the Company focused on ongoing awareness of Policy on the Prevention of Sexual Harassment at its workplaces, and redressal mechanisms, through digital and on-site initiatives. Workshops for mid to senior managers and sensitisation sessions at local offices were conducted to reduce instances of sexual harassment at workplace.

The Company has complied with the provision relating to the constitution of Internal Complaints Committee ('1C Committee') under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 1C Committee includes external member with relevant experience and majority of the Members of the 1C Committee are women. Thorough investigation of each case are conducted by the 1C Committee and thereafter decisions are made. The role of the 1C Committee is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During FY25, the Company had received 12 (twelve) complaints of sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the complaints were duly investigated and resolved. Out of the 12 (twelve) complaints received during FY25,10 (ten) were resolved during the FY25 and the remaining 2 (two) were resolved subsequenttotheend of the year under review.

PARTICULARS OF EMPLOYEES

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 the Company.

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

The Company's Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees has been explained in the Report on Corporate Governance forming part of this Annual Report. The Remuneration policy of the Company is available on Company's website at http://www.infoedge. in/pdfs/Remunerat ion-Policv. pdf

MANAGERIAL REMUNERATION

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

Name of Director

Designation

% increase in remuneration in FY25 Ratio of Remuneration of each Director/ to median remuneration of employees

Mr. Kapil Kapoor

Non-Executive Chairman

90.00% 1.97

Mr. Sanjeev Bikhchandani

Promoter, Executive Vice-Chairman

31.67%* 38.73

Mr. Hitesh Oberoi

Promoter, Managing Director & CEO

29.92%* 36.34

Mr. Chintan Thakkar

Whole-time Director & CFO

4.29%*s 39.42

Mr. Pawan Goyal

Whole-time Director & Chief Business Officer - Naukri

6.87%*s 43.31

Mr. Ashish Gupta

Independent Director

85.19% 2.60

Ms. Geeta Mathur

Independent Director

43.62% 3.50

Ms. Aruna Sundararajan

Independent Director

109.03% 2.80

Mr. Arindam Kumar Bhattacharya

Independent Director

69.78% 2.67

Mr. Sanjiv Sachar

Independent Director

418.00% 3.36

Mr. Sharad Malik

Independent Director

22.09%* 2.73

Ms. Jaya Bhatia

Company Secretary

46.83%s* 10.40

Note 1: Details of remuneration paid to Directors for FY25 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 and revision of sitting fees structure during FY25.

Note 3: Mr. Pawan Goyal was appointed as Whole-time Director of the Company with effect from April 30, 2023. However, his remuneration for entire FY24 is considered for calculating the % of increase in remuneration.

* The remuneration paid to the Executive Directors and Company Secretary of the Company includes the amount of Bonus paid for the previous year.

s Remuneration of Mr. Chintan Thakkar, Mr. Pawan Goyal and Ms. Jaya Bhatia considered for calculating increase above does not include employee share based payment.

A Mr. Sharad Malik ceased to be an Independent Director w.e.f. close of business hours on December 15,2024.

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

The percentage increase in the median remuneration of the employees of the Company during the financial year is 1.90% as compared to last year.

THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY: 5,984

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

The average increase in salaries of employees other than managerial personnel in FY25 was around 11% in comparison with percentile increase in salaries of managerial personnel of around 17.79%.

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

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

EMPLOYEE STOCK OPTION PLAN

The ESOP schemes of the Company helps in sharing wealth with the employees and are part of a retention- oriented compensation programme. They help in meeting 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 EGM held in March 2007 which was further amended in June 2009 through approval of Members 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 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, with regard to the Employees' Stock Options Scheme ('ESOS') are available on the website of the Company at https://www.infoedae.in/pdfs/ESOPDisclosure FY25. pdf.

Certificate(s) from M/s. Chandrasekaran Associates, Company Secretaries with regard to the implementation of the Company's Employee Stock Option Schemes in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 which has been subsequently replaced by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be availablefor inspection in electronic modeduring theAGM.

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.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF')

Pursuant to Section 124 of the Act, final dividend for FY17, and first and second interim dividend for the FY18 which remained unpaid/unclaimed fora 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 Member 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 Member from IEPFA by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of Members to regularly claim the dividends declared by the Company. In pursuance of the above provisions, during FY25,1,248 (Onethousand two hundred and forty eight) 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 I EPF:

Type of Dividend

Amount transferred (in Rs.)

FY24 Final Dividend

97,515

FY25 Interim Dividend

96,555

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit ofthe 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 ofthe Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

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

APPRECIATION

The 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 utilisation of the Company's resources has been pivotal in ensuring sustainable and profitable growth.

The Company wishes to express its sincere appreciation for the efficient and loyal services provided by every

employee. Their whole-hearted efforts have been instrumental in the Company's consistent growth. Additionally, the Company extends gratitude to the 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.

For and on behalf of Board of Directors

Kapil Kapoor

Date: May 27,2025

Chairman

Place: Noida

DIN:00178966