Info Edge(India) Ltd. — Board/Management Information 2021

Jul 6, 2021

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Date: July 06, 2021

1. The Manager- Listing National Stock Exchange of India Limited (Scrip Code: NAUKRI)

2. The Manager- Listing BSE Limited (Scrip Code: 532777)

Sub: Outcome of the Board Meeting- July 5, 2021

Dear Sir/Madam ,

Pursuant to the requirements of the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that at the meeting of the Board of Directors of the Company held on July 5, 2021, the Board has considered the following items:

(i) Re-appointment of Mr. Ashish Gupta, Independent Director for a Second Term:

Mr. Ashish Gupta (DIN: 00521511), was appointed as an Independent Director on the Board of the Company for his First Term of 5 years effective July 21, 2017. His present tenure as Independent Director is upto July 20, 2022.

Section 149 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter- alia prescribe that an Independent Director shall hold office for a term of upto five consecutive years on the Board and shall be eligible for re-appointment for a second term of upto five consecutive years, on passing a special resolution by the company.

The Board in its meeting, pursuant to the recommendation of the Nomination & Remuneration Committee, approved the proposal for re-appointment of Mr. Ashish Gupta as an Independent Director of the Company for a second term of for 4 (four) consecutive years i.e. with effect from July 21, 2022 upto July 20, 2026, subject to the approval of the members in the ensuing 26th Annual General Meeting of the Company.

Mr. Ashish Gupta has not been debarred from holding the office of a Director by virtue of any order of SEBI or any other such authority.

- (ii) Continuation of Ms. Bala C Deshpande as a Non Executive Director for one year:

Ms. Bala C Deshpande (DIN: 00020130), was re-appointed for a Second Term of upto 3 (three) consecutive years on the Board of the Company effective from April 1, 2019 to March 31, 2022 pursuant to the Shareholders approval obtained by way of a Postal Ballot on March 10, 2019.

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Section 149 of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 inter-alia prescribe that an independent director may hold office for only upto two consecutive terms of maximum five years each.

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As her second term as an Independent Director nears end on March 31, 2022, the Board has, pursuant to recommendation of the NRC Committee and subject to the prior approval of the Shareholders in the ensuing 26[th] Annual General Meeting of the Company , decided to continue with Ms. Bala C Deshpande as a Non-Executive Director on the Board of the Company for one more year after expiry of her present tenure as an Independent Director i.e. with effect from April 01, 2022 till March 31, 2023 with the following rationale:

• tackling the challenges around seamless continuity of the Board;

• seeking the continued benefits of the rich & varied experience of Ms. Bala C Deshpande who has been long associated with the Company; and

• giving reasonable time & flexibility to the NRC & Board to identify suitable candidate for recommending her/his appointment as Independent Directors with the right level of leadership ability and skills, particularly in view of the continued pandemic situation where physical meetings are rendered difficult to have face-to-face interactions with potential candidates due to travel & health advisory restrictions imposed by the Govt.

Ms. Bala C Deshpande has not been debarred from holding the office of a Director by virtue of any order of SEBI or any other such authority.

We request you to kindly take the above on record.

Thanking You,

Yours faithfully,

For Info Edge (India) Ltd.

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MM Jain Company Secretary

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