Info Edge(India) Ltd. — AGM Information 2020

Sep 23, 2020

September 23, 2020

1. The Manager- Listing National Stock Exchange of India Limited

(Scrip Code: NAUKRI)

2. The Manager- Listing BSE Limited

(Scrip Code: 532777)

Sub.: Proceedings of 25[th] Annual General Meeting of Info Edge (India) Ltd.

Dear Sir/ Madam,

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), we write to inform you that the 25[th] Annual General Meeting (AGM) of the Company was held on September 22, 2020 at 05:30 p.m. through video conferencing (VC)/ other audio visual means (OAVM) provided by NSDL. The meeting was held in compliance with Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 read with Circular No. 20/2020 dated May 05, 2020 issued by Ministry of Corporate Affairs (hereinafter collectively referred to as 'Circulars') and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder.

In terms of LODR, the Company also provided one-way live webcast of the proceedings of the AGM on the NSDL website to the members of the Company.

The Summary of the Proceedings of the AGM is as given below:

1. Chorus Call, Lead Operator of the AGM, which has provided VC/OAVM platform through NSDL for convening virtual AGM, welcomed the Members attending the 25[th] Annual General Meeting of the Company through VC/OAVM facility and apprised that for the smooth conduct of the Meeting, the Members were in mute mode, and audio and video would be opened only for those Members who had pre-registered themselves as speaker at the AGM. After the announcement, Chorus Call Operator handed over proceedings to Mr. Murlee Manohar Jain, Company Secretary of the Company.

2. Company Secretary welcomed the Chairman and Board of Directors present in the AGM through VC/OAVM. Thereafter, he requested the Chairman, Mr. Kapil Kapoor, participating from Hong Kong, to take the proceedings further.

3. Chairman welcomed the fellow board members and other stakeholders and dignitaries present in this meeting. He also apprised the members present that in view of continuing COVID-19 pandemic and pursuant to circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the AGM is being conducted through VC/OAVM and that the Company has made all efforts feasible under the current circumstances to enable the members to participate in the meeting through the video conferencing facility and vote electronically.

4. Chairman introduced the Directors and officials participating in the AGM through VC/OAVM facility and confirmed the presence of Mr. Sanjeev Bikhchandani- Founder & Executive Vice Chairman, participating from Delhi, Mr. Hitesh Oberoi- Managing Director & CEO, participating from Noida, Mr. Saurabh Srivastava-Chairman Nomination & Remuneration Committee, participating from Delhi, Ms. Geeta Mathur - Chairperson Audit Committee, participating from Delhi, Ms. Bala C DeshpandeIndependent Non-Executive Director, participating from Mumbai, Dr. Naresh Gupta, Independent Non-Executive Director, participating from Noida, Mr. Sharad Malik, Independent Non-Executive Director, participating from USA and Mr. Chintan Thakkar- Whole-time Director & CFO, participating from Delhi.

5. Chairman also informed the members that due to prior commitments, Mr. Ashish Gupta - Independent Non-Executive Director, could not participate in the AGM and has sought leave of absence. Further, the Chairman also confirmed the presence of representatives of Statutory Auditors and Secretarial Auditors at the meeting through VC/OAVM.

6. The requisite quorum being present, the Chairman called the meeting to order.

7. The Chairman delivered his Speech.

8. The Notice of the AGM and the Directors’ Report were taken as read by the members of the Company. Further, the Company Secretary informed the members that the Auditors’ Report and the Secretarial Auditors’ Report do not contain any qualification, reservation or adverse remark, and with the permission of the members the said reports were also taken as read.

9. The Company Secretary announced general instructions regarding participating in meeting.

10. The Company Secretary also informed that requisite registers and all other documents as referred in the Notice, were open for inspection electronically during the AGM.

11. The Chairman informed the members that the Company had provided the members the facility to cast their votes electronically (persons who were Members of the Company on September 15, 2020, being cut off date) on the resolutions set forth in the Notice of AGM during the period from Friday, September 18, 2020 (9:00 am) to Monday, September 21, 2020 (5:00 pm) as per provisions of the Companies Act, 2013 read with the Rules framed thereunder. Members who did not have access to e- voting facility were also given the facility to cast their vote electronically at the meeting.

12. The Chairman then took up each items set out in the Notice individually (as given below), and invited shareholders who had registered themselves in advance for speaking at the Annual General Meeting for any questions or any observations after each item:

	Type of
Resolutions	Resolution
**Ordinary Business(es): **
i. Adoption of:
a. the Audited Standalone Financial Statements of the Company for the year	Ordinary
ended on March 31, 2020 and the Reports of the Board of Directors and Auditors
thereon; and
b. the Audited Consolidated Financial Statements of the Company for the year
ended on March 31,2020 and the Report of the Auditors thereon .
ii. Confirmation of the two interim dividends of Rs.2.50/- per equity share &	Ordinary
Rs.3.50/- per equity share of Rs.10/- each fully paid up, already paid, for the year
ended March 31, 2020.
iiii. Appointment of a director in place of Mr. Chintan Thakkar (DIN: 00678173), who	Ordinary
retires byrotation and beingeligible,seeks re-appointment.
iv. Appointment of the Branch Auditors of the Company.	Ordinary
**Special Business(es): **
v. Payment of remuneration to Non-Executive Directors by way of Commission.	Ordinary
vi. Re-appointment of Mr. Sanjeev Bikhchandani (DIN: 00065640) as Executive Vice-	Ordinary
Chairman & Whole-time Director of the Company.
vii. Re-appointment of Mr. Hitesh Oberoi (DIN: 01189953) as Managing Director &	Ordinary
Chief Executive Officer of the Company
viii. Continuation of Directorship of Mr. Saurabh Srivastava (DIN: 00380453)	Special
Independent Director of the Company, post attaining the age of 75 (Seventy
five) years during his present tenure.

1. Chorus Call Operator announced the name of the Members who had registered themselves as speakers, to ask questions at the AGM. Queries raised by the members were addressed by the Chairman. Further, members were also provided the facility to ask questions through a communication tab available for online communication, which will be answered within 15 days from the AGM.

2. Members who were present at the meeting and had not cast their votes electronically were provided an opportunity to cast their votes at the end of the meeting through the e-voting system provided by NSDL. Members were also informed that there would be no voting by show of hands.

3. Dr. S. Chandrasekaran (Membership No. F1644), Senior Partner, failing him Mr. Rupesh Agarwal (Membership No. A16302), Managing Partner, failing him Mr. Shashikant Tiwari (Membership No. A28994), Partner, M/s. Chandrasekaran Associates, Practicing Company Secretaries were appointed as the Scrutinizer for scrutinizing the voting process in fair and transparent manner.

4. The Members were informed that the Results would be declared after receiving the report from the Scrutinizers not later than 48 hours of the conclusion of the AGM and shall be submitted to the Stock Exchanges (NSE & BSE) and shall be updated on the website of the Company and the website of NSDL

5. The Chairman announced that the e-voting facility is kept open for next 30 minutes to enable the members to cast their vote.

6. The Chairman thanked the members for attending the Meeting and declared the meeting as closed at 6:30 pm.

This is for your information and records.

Thanking You,

Yours Sincerely,

For Info Edge (India) Ltd.

MM Jain Company Secretary