Info Edge(India) Ltd. — AGM Information 2021

Aug 28, 2021

August 28, 2021

• 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 26 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 26 th Annual General Meeting (AGM) of the Company was held on August 27, 2021 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, Circular No. 20/2020 dated May 5, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020 and Circular No. 02/2021 dated January 13, 2021 (MCA Circulars) issued by Ministry of Corporate Affairs and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (hereinafter collectively referred to as 'Circulars') 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 26th 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.
• 1. Company Secretary welcomed the Chairman and Board of Directors present in the AGM through VC/OAVM. Thereafter, he requested Mr. Kapil Kapoor- the Chairman of the Company & Chairman of Stakeholders' Relationship Committee, participating from Hong Kong, to take the proceedings further.
• 1. Chairman welcomed the fellow board members and other stakeholders and dignitaries present in the AGM. 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 AGM through the video conferencing facility and vote electronically.
• 1. 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 Deshpande-Independent, 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 New Delhi and Mr. Chintan Thakkar- Whole-time Director & CFO, participating from Mumbai.

• 1. 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.
• 1. The requisite quorum being present, the Chairman called the meeting to order.
• 1. The Chairman delivered his Speech.
• 1. 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.
• 1. The Company Secretary announced general instructions regarding participating in meeting.
• 1. 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.
• 1. 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 August 20, 2021 being cut off date) on the resolutions set forth in the Notice of AGM during the period from Monday, August 23, 2021 (9:00 am) to Thursday, August 26, 2021 (5:00 pm) as per provisions of the Companies Act, 2013 read with the Rules framed thereunder. Members who did not have access to Remote e-voting facility were also given the facility to cast their vote electronically at the meeting.
• 1. 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:

Resolutions	Type ofResolution
Ordinary Business(es):
i. Adoption of:
a. the Audited Standalone Financial Statements of the Company for the year ended	Ordinary
on March 31, 2021 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, 2021 and the Report of the Auditors thereon .
ii. Confirmation of interim dividend of Rs.8.00/- per equity share of Rs.10/- each fully	Ordinary
paid up, already paid, for the financial year 2020-21.
iii. Appointment of a director in place of Mr. Hitesh Oberoi (DIN: 01189953), who	Ordinary
retires by rotation and being eligible, seeks re-appointment.
iv. Appointment of the Branch Auditors of the Company.	Ordinary
Special Business(es):
v. Re-appointment of Mr. Ashish Gupta as an Independent Director of the
Company.	Special
vi. Continuation of Ms. Bala C Deshpande as a Non-Executive Director of the	Ordinary
Company.

13.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.

• 1. 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.
• 1. Mr. Rupesh Agarwal (Membership No. A16302), Managing Partner, failing him Dr. S. Chandrasekaran (Membership No. F1644), Senior 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.
• 1. 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.
• 1. The Chairman announced that the e-voting facility is kept open for next 30 minutes to enable the members to cast their vote.
• 1. 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