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Info Edge(India) Ltd. — Capital/Financing Update 2022
Oct 3, 2022
61935_rns_2022-10-03_3d1f2d60-618b-4a56-9fe6-c803c1d371cb.pdf
Capital/Financing Update
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Date: October 3, 2022
1. The Manager- Listing National Stock Exchange of India Limited (Scrip Code: NAUKRI)
2. The Manager- Listing BSE Limited (Scrip Code: 532777)
Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
Dear Sir/Madam ,
This is to inform you that the Board of Directors of the Company has approved the investment by the Company of approximately INR 135.4 Crores via a mix of primary and secondary purchase of shares in Sunrise Mentors Private Limited by acquisition of 22,836 Compulsorily Convertible Preference Shares (“ CCPS ”) of face value INR 10 each and 27,089 Equity Shares of face value INR 10 each (“ Investment ”). Pursuant to the approval of the Board, the Company has finalized and executed the relevant agreements for the Investment. The Investment is subject to fulfilment of certain customary conditions precedent and other terms and conditions agreed under the relevant agreements. The specific details of the Investment are given as under:
| Sl. | Particulars | Details |
|---|---|---|
| No. | ||
| 1. | Name of the target entity, details in brief suchas size, turnover etc. | Name: Sunrise Mentors Pvt. Ltd.(“CodingNinjas”)Address: C-104 M.K. Residency Apartment Sector 11,Plot 8B, Dwarka, West Delhi, New Delhi 110075.Turnover(As on 31.03.2022): INR 28.9cr |
| 2. | Whether the acquisition would fall withinrelated party transaction(s) and whether thepromoter/promoter group/group companieshave any interest in the entity being acquired?If yes, nature of interest and details thereof andwhether the same is done at “arm’s length” | Since CodingNinjas is an Associate Company of theCompany, it is a Related Party.Promoters of the Company have no interest in the saidinvestment.The Investment is beingdone at an Arms’ Length Basis. |
| 3. | Industry to which the entity being acquiredbelongs | CodingNinjas is engaged in the business of educationandoperationofane-learningplatform–codingninjas.com |
| 4. | Objects and effects of acquisition (includingbut not limited to, disclosure of reasons foracquisition of target entity, if its business isoutside the main line of business of the listedentity. | This investment would help the Company to explore andmaximize business synergies between the two platforms- Naukri and CodingNinjas. |
| 5. | Brief details of any governmental or regulatoryapprovals required for the acquisition. | Not Applicable. |
| 6. | Indicative time period for completion ofacquisition | Within 30 days subject to fulfilment of certain customaryconditions precedent and other terms and conditionsagreed under the relevant agreements. |
| 7. | Nature of Consideration- whether cashconsideration or share swap and details of thesame. | Cash Consideration | |||
| 8. | Cost of acquisition or the price at which theshares are acquired. | Approximately INR 135.4 Cr. | |||
| 9. | Percentage of shareholding/control acquiredand/ or number of shares acquired. | The Board has approved the transaction and pursuant tothe same the Company has executed various definitiveagreements pursuant to which it shall acquire 22,836CCPS of face value INR 10 each and 27,089 EquityShares of face value INR 10 each via mix of primary andsecondary purchase of shares. The shareholding of theCompany in Coding Ninja is currently about 26% andthe aggregate shareholding of the Company, post thisinvestment, in CodingNinjas would be 51% on a fullyconverted & diluted basis. Accordingly, CodingNinjaswould become subsidiary of the Company.There is also an option to enhance stake in CodingNinjasin the future subject to fulfilment of certain conditionsandperformance milestones. | |||
| 10. | Brief background about the entity acquired interms of products/line of business acquired,date of incorporation, history of last 3 yearsturnover, country in which the acquired entityhas presence and any other significantinformation (in brief). | CodingNinjas was incorporated on May 18, 2016, and isengaged in the business of education and operation of ane-learning platform – codingninjas.comLast three years turnover:2021-222020-212019-20INR 28.9crINR 19.9crINR 12.2cr | |||
| 2021-22 | 2020-21 | 2019-20 | |||
| INR 28.9cr | INR 19.9cr | INR 12.2cr |
This is for your information and records.
Thanking You.
Yours faithfully, For Info Edge (India) Ltd.
CHINTAN Digitally signed by CHINTAN ARVIND ARVIND THAKKAR Date: 2022.10.03 23:28:13 THAKKAR +05'30'
Chintan Thakkar Whole-time Director & CFO