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.

I n 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 ?206.49 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 ?26,536.13 Million from ?23,809.58 Million for FY24.

The total income of the Company stood at ?29,673.88
Million up by 12.40% for FY25 from ?26,401.38 Million
for FY24. The other income of the Company contributed
?3,137.75 Million to the total income for FY25.

The total expenses for the year stood at ?16,802.84
Million up by 11.30% for the FY25 from ?15,097.46
Million for the FY24.

Operating PBT, for the year, was up by 11.72% over previous
year and stood at ?9,733.29 Million in comparison with
?8,712.12 Million in FY24. PBT from ordinary activities
(before exceptional items) is ?12,871.04 Million in FY25
as against ?11,303.92 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.infoedge.in/pdfs/
Dividend-Policy.pdf.

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

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 tc
the extent applicable.

The Company derives its revenue from recruitment
real estate, matchmaking and education classifieds 8
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.

Further, the Board of Directors in its meeting held on
May 27, 2025 have also recommended payment of Final
Dividend at the rate of ?3.60/- per equity share of ?2/-
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 ?10/- 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
?1,295,841,200 divided into 129,584,120 equity shares
of ?10/- each.

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

The Company has not issued 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 ?10/- each, fully paid-up, was sub-divided into 5
(five) equity shares having face value of ?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.

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

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.

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 ('AI') 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.

•    AI Rex, Naukri's Agentic AI 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 AI-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 ?18,052.66
Million in FY24 to ?19,826.18 Million in FY25. Operating
Profit before tax in recruitment solutions in FY25 was
?11,164.01 Million as compared to ?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 customer¬
centric approach.

99acres continues striving for its content's quality
and depth to create a robust market positioning and
enhance user satisfaction. AI 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 ?3,512.80 Million in
FY24 to ?4,107.93 Million in FY25. Operating loss before
tax in real estate business in FY25 was reduced to
?475.25 Million as compared to ?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 the top 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. The free chat
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.

I nfo 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 post¬
school 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 AI
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.
AI 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 ?28,495.51 Million during the year under
review as against ?25,363.40 Million during the previous
financial year, up by 12.35% year on year. The total
consolidated income for the year is ?39,227.98 Million
as compared to ?29,500.75 Million in FY24.

Operating PBT, on a consolidated basis, for the year,
stood at ?7,243.95 Million in comparison with ?5,748.76
Million in FY24. Total comprehensive Income, in FY25, is
reported to be ?48,773.89 Million in comparison to total
Income of ?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 ?0.01

WHOLLY-OWNED SUBSIDIARIES/SUBSIDIARIES:

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:

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).

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

Separately, the Company has learnt that the National
Company Law Tribunal ('NCLT'), Mumbai, initiated
Corporate Insolvency Resolution Process ('CIRP')
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 non¬
supply of documents, and an application for approval

B. OTHER INVESTEE COMPANIES

of a resolution plan. These applications are currently
pending before the NCLT.

Furthermore, ACD has filed a criminal complaint
against Broker Network, its Promoter, and certain
other individuals before the 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. Pratik Choudhary,
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. Pratik Choudhary and Mr. Sanjay
Saini are pending before the Bombay High Court.

The aforesaid Investee Company(ies), including the
companies that became part of the portfolio during the
year (except Lumiq, Unbox Robotics, BrainSight, String
Bio, Attentive AI, Skylark, Ray IoT, AarogyaAI Innovations,
Psila, Vyuti, Ubifly, Attentive OS, SkyServe, Nexstem,
Greytip and other listed investee companies), achieved
an aggregate revenue of ?11,837.53 Million as against
?14,515.04 Million during the previous financial year.
The aggregate operating PBT level loss was ?3,168.58
Million as compared to ?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 ?7,575 Million
where the Company together with its group companies
committed approximately ?3,800 Million and a
commitment of ?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).
IEC and C2B are registered with SEBI as Category II
- AIF, under the SEBI (Alternative Investment Funds)
Regulations, 2012. Smartweb Internet Services Ltd. acts
as an Investment Manager/Sponsor to IEC and C2B. IEC
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). The updated details of the funds and schemes
as of March 31, 2025, are as follows:

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
?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 ?199.50 Million.

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

•    4,000,000, Class A Units of C2B Fund for
consideration of ?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 ?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, AI & AI
enabled platforms, and emerging technologies such as
robotics and cybersecurity among others. The target
corpus of IEVI Fund III shall be ?10,000 Million with a
green shoe option of an additional ?10,000 Million.
The Company has obtained shareholders’ approval
for the capital commitment of not exceeding ?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 ?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.infoedge.in/pdfs/
Related-Partv-Transaction-Policv.pdf.

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

All related party transactions are periodically placed
before the Audit Committee for review and approval.
Prior omnibus approval is also obtained for related party
transactions on an annual basis for transactions which
are of repetitive nature and/or entered in the ordinary
course of business and at arm’s length basis and such
transactions are reviewed by the Audit Committee on
quarterly basis.

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

•    In the nature of Company’s business;

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

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

FUTURE OUTLOOK

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 AI 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 AI talent hub, provided the
skilling ecosystem evolves quickly. This rising demand
for AI 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 AI 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

AI/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 AI 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 AI. The
Company is leveraging AI 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.

i. 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 the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.
infoedge.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 29^th 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 re¬
appointment 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), liable to 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 Company,
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
('IICA') 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, the working of the Company,
nature of the industry in which the Company operates,
business model etc. They are given full opportunity to
interact with senior management personnel and are
provided with all the documents required and/or sought
by them to have a good understanding of the Company,
its business model and various operations and the
industry of which it is a part.

The details of the 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.infoedge.in/pdfs/
Board-Familiarisation.pdf.

PERFORMANCE EVALUATION OF THE BOARD
OF DIRECTORS

Listing Regulations laying down the key functions of the
Board, mandates that the Board shall monitor and review
the Board Evaluation Process and also stipulates that the
Nomination & Remuneration Committee of the Company
shall lay down the evaluation criteria for performance
evaluation of Independent Directors, Board of Directors,
Committee and Individual Directors. Section 134 of the
Act states that a formal evaluation needs to be made
by the Board of its own performance and that of its
committees and individual directors. Further, Schedule
IV to the Act states that performance evaluation of
Independent Directors shall be done by the entire Board
of Directors, excluding the director being evaluated. In
accordance with the aforesaid provisions, the Board
has carried out the annual performance evaluation of its
own performance, the Directors individually as well as
the evaluation of the working of its Committees through
structured questionnaires covering various aspects of
the functioning of Board and its Committees.

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 27^th
AGM, held on August 26, 2022, till the conclusion of the
32^nd 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 35^th (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
website at http://www.infoedge.in/pdfs/CSR-Policy.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.infoedge.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’) in the format as specified by SEBI which
indicates the Company’s performance against the
principles of the 'National Guidelines on Responsible
Business Conduct’. This would enable the Members
to have an insight into environmental, social and
governance initiatives of the Company.

Further, Independent Reasonable Assurance on the
BRSR Core Indicators in the BRSR for 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:

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 audio¬
visual 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.infoedge.in, websites of the Stock Exchanges i.e.
BSE and NSE at www.bseindia.com and www.nseindia.
com respectively, and on the website of e-voting agency
i.e. NSDL at https://www.evoting.nsdl.com.

The Members of the Company are requested to send
their request for registration of e-mails by following the
procedure given below for the purpose of receiving the
AGM Notice along with Annual Report 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.mufg.com/EmailReg/
Email Register.html and follow the registration process
as guided therein. The Members are requested to
provide details such as name, folio number, certificate
number, PAN, mobile number and e-mail address and
also upload the image of PAN, 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://web.
in.mpms.mufg.com/EmailReg/Email Register.html and
follow the registration process as guided therein. The
Members are requested to provide details such as name,
DPID, Client ID/PAN, mobile number and e-mail address
and also upload the image of CML, PAN, 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 Company at investors@naukri.com or to the
RTA at aforesaid e-mail id provided.

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

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

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
Programme for 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, people¬
centric platform features real-time collaborative goal¬
setting, 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 ('IC
Committee’) under the Sexual Harassment of Women at

the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The IC Committee includes external
member with relevant experience and majority of the
Members of the IC Committee are women. Thorough
investigation of each case are conducted by the IC
Committee and thereafter decisions are made. The role
of the IC Committee is not restricted to mere redressal
of complaints but also encompasses prevention and
prohibition of sexual harassment.

During 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 subsequent to the end 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/Remuneration-Policy.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:

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.