Info Edge(India) Ltd. — M&A Activity 2022

Apr 27, 2022

==> picture [229 x 76] intentionally omitted <==

27[th] April 2022

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 Limited, at their respective Board Meetings, held on 26th April, 2022, have approved the proposed Scheme of Amalgamation between Makesense Technologies Limited (“Transferor Company”) and PB Fintech Limited (“Transferee Company”) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”), including rules made thereunder (“Scheme”).

The Scheme is subject to the necessary regulatory and statutory approvals.

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 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 9, 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.

==> picture [77 x 76] intentionally omitted <==

==> picture [120 x 51] intentionally omitted <==

Chintan Thakkar Whole-time Director & CFO

Encl.: As above

==> picture [452 x 52] intentionally omitted <==

==> picture [229 x 76] intentionally omitted <==

Annexure I

S.N.	Details of events required tobe provided:	Name of entities forming part of the Amalgamation:	Name of entities forming part of the Amalgamation:
		Makesense TechnologiesLimited	PB Fintech Limited
**a) **	Details in brief such as size,turnover etc. as on31st December 2021	Total assets ~ INR 5,692.64 crsNet worth ~ INR 5,078.49 crsTurnover - NIL	Total assets ~ INR 6,808.92 crsNet worth ~ INR 6,758.64 crsTurnover ~ INR 72.05 crs
**b) **	Whether the acquisitionwould fall within related partytransaction(s). If yes, whetherthe same is done at “arm’slength”	In terms of General Circular No. 30/2014 dated 17th July 2014issued by Ministry of Corporate Affairs (“MCA Circular”), thetransactions arising out of compromises, arrangements andamalgamations under the Companies Act, 2013 (“Act”), will notattract the requirements of Section 188 of the Act.The current transaction does not fall within the ambit of relatedparty transaction under the SEBI Listing Regulations.In any event, the transactions contemplated in the Scheme arebeing undertaken at arms’ length.
**c) **	Area of business of theentities	The Transferor Company isincorporated to carry on thebusiness of providing servicesand solutions in relation toplacementconsultancy,personnel recruitment, staffing,professionalhiringandmanagement consultancy to allkinds of persons, firms ororganizations	The Transferee Company,inter_alia,_is an integrated onlinemarketingandconsultingcompany and is engaged in thebusiness of rendering onlinemarketingandinformationtechnologyconsultingandsupport services largely for thefinancialservicesindustry,including insurance.
**d) **	Rationale for amalgamation/merger	The Scheme of Amalgamation provides for the amalgamation of theTransferor Company with the Transferee Company and will result inthe following benefits:a) streamlining of the corporate structure;b) pooling of resources of the Transferor Company with theresources of the Transferee Company;c) significant reduction in the multiplicity of legal and regulatorycompliances required at present to be carried out by both theTransferor Company and the Transferee Company;d) rationalisation of costs, time and efforts by eliminating multiplerecord keeping, administrative functions and consolidation offinancials through legal entity rationalisation; ande) reduction of administrative responsibilities, multiplicity ofrecords and legal as well as regulatory compliances.The Scheme is in the best interests of the shareholders, employeesand the creditors of each of the parties.

==> picture [452 x 52] intentionally omitted <==

e) Nature of consideration - Upon the Scheme coming into effect and in consideration of the whether cash consideration or amalgamation of the Transferor Company, the Transferee Company shall, without any further application, act, deed, consent or share swap and details of the instrument, issue and allot its shares on a proportionate basis to same shareholders of the Transferor Company as on the Effective Date, as under:

“5,98,90,000 equity shares of INR 2 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 will shareholding pattern (if any) issue its shares as mentioned in (e) above. Further, there will be no of the listed entity change in shareholding pattern of Info Edge (India) Ltd.

==> picture [120 x 51] intentionally omitted <==

==> picture [78 x 76] intentionally omitted <==

==> picture [452 x 52] intentionally omitted <==