Info Edge(India) Ltd. — M&A Activity 2021

Apr 16, 2021

16[th] April 2021

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

(Symbol: NAUKRI)

2. The Manager- Listing BSE Limited

(Scrip Code: 532777)

Subject: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”)

Dear Sir/Madam,

This is to inform that Makesense Technologies Limited (subsidiary of Info Edge (India) Ltd.) and PB Fintech Private Limited, at their respective Board Meetings, held on 15th April, 2021, have approved the proposed Scheme of Amalgamation between Makesense Technologies Limited (“Transferor Company”) and PB Fintech Private Limited (“Transferee Company”) and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, including rules made thereunder (“Scheme”).

The Scheme is subject to the necessary approvals/ sanctions from the jurisdictional National Company Law Tribunal (NCLT) or such other competent authority and shareholders and creditors of the Transferor Company and the Transferee Company, as applicable.

Upon the Scheme becoming effective and pursuant to proportionate share issuance by the Transferee Company to the shareholders of the Transferor Company, economic interest of Info Edge (India) Ltd. in PB Fintech Private Limited remains unchanged.

The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 are given in Annexure I to this letter.

We request you to take the above information on record.

Thanking you,

Yours faithfully,

For Info Edge (India) Ltd.

MM Jain

SVP- Secretarial & Company Secretary

Encl.: As above

Annexure I

	S.N.	Details of events required to	Name of entities forming part of the Amalgamation:
		be provided:	Makesense TechnologiesPB Fintech Private Limited
			Limited
	**a) **	Details in brief such as size,	Total income ~ INR 0.08 crsTotal income ~ INR 147.99 crs
		turnover etc.	Net worth ~ INR 324.33 crsNet worth ~ INR 2,042.90 crs
		[as on March 31, 2020]
	**b) **	Whether the acquisition would	The Transferee Company is an associate of the Transferor
		fall within related party	Company and as such related party to each other and the
		transaction(s). If yes, whether	transaction is being done at arm’s length basis.
		the same is done at “arm’s
		length”	However, the Ministry of Corporate Affairs has clarified vide its
			General Circular No. 30/2014 dated July 17, 2014 that
			transactions arising out of Compromise, Arrangements and
			Amalgamations dealt with under specific provisions of the
			Companies Act, 2013, will not fall within the purview of related
			party transactions in terms of Section 188 of the Companies Act,
			2013.
	**c) **	Area of business of the	Business of providingEngaged in the business of: (a)
		entities	services and solutions inoperating a price comparison
			relation to placementengine; (b) operating an online
			consultancy, personnelsales channel for insurance
			recruitment, staffing,policies and other financial
			professional hiring andproducts for customers; and (c)
			management consultancy toproviding other value added
			all kinds of persons, firms orservices apart from acting as a
			organizationsdirect selling agent of banks and
			financial institutions
	**d) **	Rationale for amalgamation/	The Scheme of Amalgamation provides for the amalgamation of
		merger	the Transferor Company with the Transferee Company and will
			result in the following benefits:
			a) streamlining of the corporate structure;
			b) pooling of resources of the Transferor Company with the
			resources of the Transferee Company;
			c) significant reduction in the multiplicity of legal and
			regulatory compliances required at present to be carried out
			by both the Transferor Company and the Transferee
			Company;

			d) rationalisation of costs, time and efforts by eliminating
			multiple record keeping, administrative functions and
			consolidationoffinancialsthroughlegalentity
			rationalisation; and
			e) reduction of administrative responsibilities, multiplicity of
			records and legal as well as regulatory compliances.
			The Scheme is in the best interests of the shareholders,
			employees and the creditors of each of the parties.
	e)	Nature of consideration -	Upon the Scheme of Amalgamation coming into effect and in
		whether cash consideration or	consideration of the amalgamation of the Transferor Company,
		share swap and details of the	the Transferee Company shall, without any further application,
		same	act, deed, consent or instrument, issue and allot its shares on a
			proportionate basis to shareholders of the Transferor Company
			as under:
			“59,750 equity shares of face value INR 2 each, fully paid
			up and 60,030 compulsorily convertible preference shares
			of face value INR 20 each, fully paid up of the Transferee
			Company in the proportion of the number of equity shares
			held by the shareholders in the Transferor Company”
	f)	Details of change in	Upon the Scheme becoming effective, the Transferee Company
		shareholding pattern (if any)	will issue its shares as mentioned in (e) above. Further, there will
		of the listed entity	be no change in shareholding pattern of Info Edge (India) Ltd.