Info Edge (India) Ltd Directors Report.

Dear Member(s),

The Board of Directors of your Company take pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the Company together with the audited Standalone Th Consolidated Financial Statements and the Auditor’s Report thereon for the financial year ended March 31, 2019.

The results of operations for the year under review are given below:

1. RESULTS OF OPERATIONS

( Rs. in Million)

"

Standalone

Consolidated

" FY 2019 FY 2018 FY 2019 FY 2018
1. Net Revenue 10,982.56 9,154.91 11,509.32 9,882.36
2. Other Income 1,111.52 970.88 1,203.13 887.87
3. Total Income (1+2) 12,094.08 10,125.79 12,712.45 10,770.23
Expenditure:
a) Network and other charges 220.58 143.19 236.36 156.61
b) Employees Cost 4,586.39 3,930.57 5,099.43 4,586.44
c) Advertising and Promotion Cost 1,756.93 1,163.69 1,768.92 1,193.01
d) Depreciation/Amortization 203.80 215.49 221.41 296.33
e) Cost of Material Consumed - - 88.27 121.56
f) Other Expenditure 1,005.24 944.31 1,188.75 1,242.79
4. Total expenditure 7,772.94 6,397.25 8,603.14 7,596.74
5. EBITDA(3-4+3d) 4,524.94 3,944.03 4,330.72 3,469.82
6. Finance Cost 0.84 0.84 11.13 3.42
7. Profit before tax and exceptional items (3-4-6) 4,320.30 3,727.70 4,098.18 3,170.07
8. Exceptional Item 334.08 913.37 (6,165.80) (3,126.15)
9. Net Profit before tax (7-8) 3,986.22 2,814.33 10,263.98 6,296.22
10. Tax Expense 1,169.19 990.66 1,242.80 844.99
11. Net Profit a#er tax (9-10) 2,817.03 1,823.67 9,021.18 5,451.23
12. Share of Profit/(Loss) Joint Ventures/Associate - - (3,099.16) (441.74)
13. Share of Minority interest in the losses of Subsidiary Companies - - 114.61 109.43
14. Other Comprehensive Income (including share of profit/(loss) of Joint Venture/Associate-Net of Tax (22.28) (1.58) (30.66) 12.17
15. Total Comprehensive Income (11+12+13+14) 2,794.75 1,822.09 6,005.97 5,131.09

Financial Review

Standalone Financial Statements

The annual audited Standalone Financial Statements for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas Th other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.

Your Company’s revenue from operations reached "10,982.56 million during the year under review as against "9,154.91 million during the previous financial year, a growth of around 19.96% year on year. The total income increased by around 19.44% from "10,125.79 million in FY 2018 to "12,094.08 million in FY 2019.

The operating expenses (excluding depreciation) in FY 2019 increased by 22.44% to "7,569.14 million as compared to "6,181.76 million in FY 2018, mainly on account of increase in marketing and technology enhancement expenses.

Operating EBITDA, for the year, recorded an increase of around 14.81% over previous year and stood at "3,413.42 million in comparison with "2,973.15 million in FY 2018. Profit before tax (PBT) from ordinary activities (before exceptional items) is "4,320.30 million in FY 2019 as against "3,727.70 million in FY 2018.

Dividend

Your Company continues with its consistent Th impressive track record of dividend payment.

The Dividend Policy of the Company indicates that the Company strives to maintain a dividend pay-out ratio of 15%-40% of standalone profits aer tax, which may be modified in light of exceptional circumstances a#ecting the financials.

In line with its aforesaid Dividend Policy, the Board has recommended a Final Dividend of "2.00/- per equity share in its meeting held on May 28, 2019 which will be paid on or aer August 19, 2019, subject to approval by the shareholders at the ensuing Annual General Meeting. This is in addition to the two Interim Dividends at the rate of "2.50/- per equity share and "1.50/- per equity share declared in the month of October, 2018 and in the month of January, 2019.

The total dividend pay-out (excluding Dividend Distribution tax) during the current year is "671.34 million as against "668.19 million for the previous year. The amount of Dividend Distribution Tax paid/provided by the Company for the year is "138.03 million as compared to "136.04 million during the previous financial year.

The Register of Members and Share Transfer Books of the Company shall remain closed from August 7, 2019 to August 13, 2019 for the purpose of final dividend for the financial year ended March 31, 2019 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on August 13, 2019.

Transfer to Reserves

The Company did not transfer any amount to reserves during the year.

Share Capital

During the year under review, the Company issued Th allotted 350,000 equity shares (150,000 shares on June 8, 2018 Th 200,000 shares on October 16, 2018) at an issue price of "10 each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued Th paid-up equity share capital of the Company increased to Th stood, as on March 31, 2019, at "1,221,161,590 divided into 122,116,159 equity shares of "10/- each.

The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.

Listing of Shares

The Company’s shares are listed on BSE Ltd. (BSE) Th National Stock Exchange of India Ltd. (NSE) with e#ect from November 21, 2006, post its initial public o#ering (IPO). The annual listing fees for the financial year 2019-20 to BSE and NSE has been paid.

Fixed Deposits

During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

2. OPERATIONS REVIEW

The Company considers its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The reportable segments represent "Recruitment Solutions", "99acres" and the "Others" segment which comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard. The financial numbers given below for each of the reportable business segments are as per Ind-AS.

Recruitment Solutions

The recruitment solutions business is built around naukri.com and comprises the www.naukri.com, www.quadranglsearch.com, www.naukrigulf.com, www.firstnaukri.com and Fast Forward- Candidate services. Recruitment Solutions, which is the Company’s core business continued to deliver strong results in terms of growth in revenues and profits with the %agship portal of the Company naukri.com, continuing to remain the primary source of revenue and cash generation for the Company.

Recruitment Solutions has two major sources of revenue: (i) from recruiters, which accounts for around 90% of revenues and (ii) from job seekers, which relate to all job seeker advisory services.

During the year under review Recruitment Solutions grew by 17.51% from "6,687.52 million in FY 2018 to "7,858.49 million in FY2019. Operating EBITDA from Recruitment Solutions in FY 2019 was "4,295.34 million.

99acres

99acres.com derives its revenues from property listings, builders’ and brokers’ branding and visibility through microsites, home page links and banners, servicing real estate developers, builders and brokers.

With a share of around 50% of tra$c, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in tra$c share, the business environment still continues to be di$cult. In fact, the Real Estate market remains sluggish and demand for new homes remains weak as also the unfinished projects and inventory overhang continues.

During the year under review, real estate business grew by 41.74% from "1,354.33 million in FY 2018 to "1,919.64 million in FY 2019. Operating EBITDA loss from real estate business stood at "221.76 million in FY 2019 largely on account of additional investments in marketing.

Others

Your Company also provides matrimonial and education-based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. These other business verticals of the Company have been gaining traction for some time.

While Jeevansathi o#ers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value-added services. Jeevansathi has two-pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. In addition, the Company has made a lot of e#ort in creating a world class experience for users on the mobile platform through its mobile site and app.

Within the online education classifieds space, Shiksha has been strategically positioned as a website which helps students decide undergraduate and post graduate options, by providing useful information on careers, exams, colleges and courses. The business model focuses on providing a platform for branding and advertising solution for colleges and universities (UG, PG, Post PG) where both Indian and foreign entities advertise. Revenues are also generated through lead generation for institutions in terms of potential students’ or applicants’ details bought by colleges and their agents.

With revenues from these other verticals increasing by 8.21%, their combined contribution to the Company’s revenue was 10.97% in FY 2019. Jeevansathi.com grew by 5.24% Th Shiksha.com grew by 13.01%. The Company would continue to invest more to scale up these businesses.

Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable.

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and associate/jointly controlled companies, as approved by their respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in VCare Technologies Pvt. Ltd. and Etechaces Marketing Th Consulting Pvt. Ltd., unaudited financial statements have been considered.

Your Company, on a consolidated basis, achieved net revenue of "11,509.32 million during the year under review as against "9,882.36 million during the previous financial year, a growth of 16.46% year on year. The total consolidated income for the year is "12,712.45 million as compared to "10,770.23 million in FY 2018.

Operating EBITDA, for the year, stood at "3,127.59 million in comparison with "2,581.95 million in FY 2018. Total Comprehensive Income, in FY 2019, is reported to be "6,005.97 million in comparison to "5,131.09 million in FY 2018.

Details of Subsidiaries/Joint Venture (Associate) Companies

As on March 31, 2019 the Company has 11 subsidiaries. During the year, the Board of Directors of your Company reviewed the a#airs of the subsidiaries. A statement containing the salient features of the financial statements of our subsidiaries/joint venture companies in the prescribed format AOC-I is given as Annexure-I to this report. The statement also provides the details of performance and financial positions of each of the subsidiaries/joint ventures (Associates) and their contribution to the overall performance of the Company.

The developments in the operations/performance of each of the subsidiaries Th joint ventures (Associates) entities included in the Consolidated Financial Statements are presented below:

During the year under review, the company also advanced an inter-corporate loan for an amount of 78 million to Applect Learning Systems Pvt. Ltd. which remains outstanding at the end of the said financial year.

Also, SIHL made certain inter-corporate loans to one or more associate/jointly controlled entities which were settled during the year and there were no amount outstanding as on the date of this report.

SIHL, during the year under review, issued Th allotted 1,31,82,214, 0.0001%, Compulsorily Convertible Debentures (CCDs) of 100/- each to the Company for about 1,318.22 million. This money was used for making the aforesaid investments through SIHL and to settle outstanding payable to Company including conversion of loan of 400 million advanced by the Company during the year. It also issued Th allotted 0.0001%- 11,40,442 CCDs to Smartweb Internet Services Ltd. (SMISL), fellow subsidiary of SIHL, for about 114.04 million to settle the payables to SMISL.

SIHL also subscribed to 25,000, 0.0001% -Compulsory Convertible Debentures of 100/- each of NewInc, a fellow subsidiary of SIHL.

During the year under review, SIHL recorded diminution in the value of its investment held in Canvera Digital Technologies Pvt. Ltd. and transferred its entire holding therein to Printo Document Services Pvt. Ltd. for a nominal consideration of 0.70 million.

It had the total loss of 565.63 million in FY 2019 as compared to loss of 724.32 million in FY 2018.

2. Diphda Internet Services Ltd. (Diphda), is a wholly owned subsidiary of the Company as on March 31, 2019. During the current financial year, the Company invested a sum of 3,446.32 million (approx. USD 50 million) through Diphda and a further sum of 689.54 million (approx. USD 10 million) through another wholly owned subsidiary Startup Investments (Holding) Ltd. in Etechaces Marketing Th Consulting Pvt. Ltd. ("Etechaces"). Upon completion of this transaction, the Company acquired about 6.25% additional stake in Etechaces on fully converted and diluted basis.

Diphda had nil revenue and total income during the period of first year of its operations.

3. Makesense Technologies Ltd. (MTL), had no revenue from operations during the year. The total income of MTL from other sources is 2.85 million in FY 2019 as compared to 0.79 million in FY 2018.

During the year under review, MTL issued and allotted 1,08,311 Th 1,08,289 equity shares of 10/- each to the Company and to MacRitchie Investments Pte. Ltd. respectively at an issue price of 8,805/- per equity share for an aggregate consideration of 1907.16 million. MTL also acquired an additional 3.50% stake in Etechaces Marketing Th Consulting Pvt. Ltd. from PI Opportunities Fund-I ("PIOF") for an aggregate consideration of 1,905.18 million.

The Company owns 50.01% of MTL while MTL holds about 19.65% in Etechaces.

4. Naukri Internet Services Ltd. (NISL), had NIL revenue during the year, as compared to 0.08 million during the previous financial year. The total profit of NISL is 109.62 million in FY 2019 as compared to loss of 89.37 million in FY 2018.

NISL, during the year under review, approved reduction of its issued, subscribed and paid-up, 0.0001% Cumulative Redeemable Preference Shares (CRPS) capital, from 3,43,24,00,000 divided into 3,43,24,000 fully paid-up CRPS of 100 each held by the Company, to 3,24,00,000 divided into 3,24,000 fully paid-up CRPS of 100/- each, by cancelling and extinguishing, in aggregate, 3,40,00,00,000 divided into 3,40,00,000 CRPS of 100/- each.

The application presented under section 66 of the Companies Act, 2013, is pending before National Company Law Tribunal (NCLT), at New Delhi Bench for confirming the reduction as aforesaid.

provides brokerage services in the real estate sector in India. During the year under review, it achieved net revenue of "4.17 million as against "4.20 million during the previous financial year.

The total income is "6.37 million in FY 2019 as compared to "5.38 million in FY 2018.

During the year under review, ACD acquired 29,96,026, 0.01% Series B, Compulsorily Convertible Preference Shares having face value of "10/- each of Ideaclicks Infolabs Pvt Ltd. It also raised funds by issuing Compulsory Convertible Debentures to the Company for an aggregate consideration of about "30 million.

a wholly-owned subsidiary of ACD issued Th allotted 25,000 0.0001%, CCDs of "100/- each aggregating to "25,00,000 to Startup Investments (Holding) Ltd. (SIHL), a fellow subsidiary of NewInc. During the year under review, the total income of the company is "0.03 million as compared to "0.02 million in FY 2018.

is the owner of a proprietary soware which enables a high-quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.

During the year under review, the Company invested "1,00,000 in Interactive Visual Solutions Pvt. Ltd. through 0.0001% Compulsory Convertible Debentures of "100/- each. The total income of the company stood at "0.14 million as compared to "0.01 million in FY 2018.

Flowns Th holds the domain names Th related trademarks of the Company. During the year under review, it had net revenue of "0.1 million, similar to "0.1 million revenue during the previous financial year. The total income stood at "0.17 million in FY 2019 as against "0.11 million in FY 2018.

This a company incorporated for the purpose of carrying on the business of providing all kinds of internet services. During the year under review, it subscribed to 11,40,442, 0.0001%- Compulsorily Convertible Debentures of "100/- each of SIHL for an aggregate consideration of about "114.04 million settling the entire amount receivable by it from SIHL.

It had the total income of "0.66 million in FY 2019 as compared to "3.06 million in FY 2018.

This a wholly owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. It had the total income of "0.31 million in FY 2019 as compared to "0.09 million in FY 2018.

INVESTEE COMPANIES

Your Company has following continuing external strategic investments.

All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.

Zomato Media Pvt. Ltd. (Zomato)

Zomato Media Pvt. Ltd. owns Th operates the website, www.zomato.com. It generates revenue from advertisements of restaurants and lead sales. The aggregate investment of the Company in Zomato is about "1,522 million.

Zomato achieved, on consolidated basis, net sales of "13,125.86 million during the current financial year as against "4,663.63 million during the previous financial year. The total income increased by 188% from "4,850.94 million in FY 2018 to "13,970.06 million in FY 2019.

Applect Learning Systems Pvt. Ltd. (Meritnation/Applect)

Applect owns Th operates a website with the name www.meritnation.com which is delivering kindergarten to Class 12 (K-12) study material. The company has an experienced team that specializes in content development and assessment modules in the education space. During the year, SIHL extended loan of "78 million to Applect. Your Company has invested an aggregate amount of "1,379 million (net of diminution) in Applect and the Company holds around 65.67% stake on fully diluted Th converted basis, in Applect.

During the year under review, it achieved net sales of "347.66 million as against "308.36 million during the previous financial year. The total income increased by 6.94% from "328.23 million in FY 2018 to "351.02 million in FY 2019.

Applect falls in the category of a subsidiary company of the Company.

Etechaces Marketing Th Consulting Pvt. Ltd. (Etechaces/Policybazaar)

Etechaces operates through website, www.policybazaar.com which helps customers understand their need for insurance and other financial products to select products/schemes that best suit their requirements.

During the year under review, Company through its subsidiary, Makesense Technologies Ltd, ("MTL") along with MacRitchie Investments Pte. Ltd.(a wholly-owned subsidiary of Temasek) invested about "1905.18 million in Policybazaar for 3.50% stake by purchasing the shares held by PI Opportunities Fund I.

The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint ventures, in Policy Bazaar as on the date of this report is 24.10 %. However, since 49.99% of Makesense Technologies Ltd. (holding 19.65% in Policy Bazaar) is held by Temasek, Company’s relevant economic interest in Etechaces is 15.85%.

Etechaces also received investment for an amount of "4,135.86 million from Diphda and SIHL, as mentioned earlier herein.

Kinobeo Software Pvt. Ltd.(Kinobeo/Mydala)

Kinobeo operates through a website namely www.mydala.com, that o#ers discounts and deals with a focus on the mobile application space. Revenues are generated from merchant commissions and fees from telecom Operators.

Your Company has invested an aggregate amount of "270 million in www.mydala.com for a 42.18% stake, however, the Company has, during the previous year, made provision for impairment of full amount.

Canvera Digital Technologies Pvt. Ltd. (Canvera)

The website www.canvera.com is owned Th operated by this company. The website is operational since 2008 and o#ers solutions to professional photographers. Revenues are generated primarily from sale of printed photo books.

During the year under review, your Company received diminution in value of investment and transferred its entire holding held through its wholly owned subsidiary, SIHL in Canvera to Printo Document Services Pvt. Ltd. for a consideration of "0.70 million.

Printo Document Services Pvt. Ltd. (Printo)

Printo is a retail chain which provides personal and business print and corporate merchandise in India. The company provides business cards, business stationary, ID Cards and accessories, %yers/lea%ets, posters, standees, brochures, signage, stickers, calendars and diaries, gi products, personalized greeting cards, photo books, T-shirts and apparel, and marketing collaterals. It sells products online at www.printo.in and through its retail stores in 6 states.

During the year under review, the Company through its wholly owned subsidiary, SIHL invested an amount of about "200 million in Printo for a stake of 25.08% on a fully converted and diluted basis. Futher as mentioned above, the Company transferred its entire Shareholding in Canvera to Printo.

Happily Unmarried Marketing Pvt. Ltd. (HUM)

The business of HUM generates revenues from design and sale of fun creative products as also a men’s grooming range ("Ustra") and has a large addressable market.

Your Company has invested "263 million in HUM and holds through its wholly owned subsidiary, SIHL, stake of 41.14% on a fully converted and diluted basis.

Mint Bird Technologies Pvt. Ltd. (Vacation Labs)

Vacation Labs is developing a soware tool for tour Th activity operators which apart from automating the online reservations Th payments system also provides entire back o$ce operations.

The Company has invested an amount of "60 million in www.vacationlabs.com for 26.10% stake. During the year the Company has made provision for impairment of full amount.

Green Leaves Consumer Services Pvt. Ltd. (Bigstylist)

Bigstylist is an on-demand marketplace for beauty professionals, which gives access to the network of certified beauty professionals in one’s neighborhood.

The Company, through its wholly owned subsidiary, SIHL has invested "174 million in Bigstylist for 49.56% stake, however during the previous year the Company has made provision for impairment of full amount.

Rare Media Company Pvt. Ltd. (Blue Dolphin)

The service is delivered by means of the ‘Blue Dolphin’ application, which is pre-installed on smartphones running the Android Operating System, and the Blue Dolphin Portal, which is an access-controlled web portal. It is a service o#ering Secure location tracking and work%ow management of mobile employees.

The Company during the year under review, through its wholly owned subsidiary, SIHL invested "34.27 million in Blue Dolphin. The Company as on the date of this report holds 43.86 % on a fully converted and diluted basis. However, during the year under review the Company has made provision for impairment of full amount.

Your Company also acquired Technology and Source Code of transfer of property verification app from Blue Dolphin, used by the Company in connection with 99acres for a consideration of "15.70 million (excluding GST) during the year under review.

VCare Technologies Pvt. Ltd. (Dirolabs)

Vcare Technologies Pvt. Ltd. (Dirolabs) is a phonebook management company with features like allowing users to create a group phone books which can be shared with friends and family, creation of private phone books where only key members on the group will have rights to edit, removing duplicate accounts.

The Company has invested an aggregate amount of "40 million for 15.0% stake.

Unnati Online Pvt. Ltd. (Unnati)

Unnati Online Pvt. Ltd. is an internet company, which runs a website by the name of www.unnatihelpers.com and is in the business of providing a technology enabled employment exchange for enabling hiring of informal sector workers through its web portal. The Company has invested an aggregate amount of "40 million in www. unnatihelpers.com for 31.64 % stake.

During the year under review, your Company acquired the technology on Job Broadcast Product "Unnati Recruiter" from Unnati for a consideration of "20 million (excluding GST).

Ideaclicks Infolabs Pvt. Ltd. (Zippserv)

Zippserv is an online platform which provides risk assessment for safeguarding real estate investments, including legal Th civil engineering due-diligence, fraud Th forgery detection and technology to ascertain encroachments Th city planning violations.

During the year under review, the Company has through its wholly owned subsidiary, invested "29.96 million in www.zippserv.com.The Company has invested aggregate amount "54 million for a stake of 45.31 % on a fully converted and diluted basis.

Wishbook Infoservices Pvt. Ltd. (Wishbook)

Wishbook runs a business which o#ers "Wishbook catalog App", allowing catalog distribution from manufacturers to distributors to wholesalers to retailers and allowing the salesperson to show catalogs Th take orders.

The Company has through its wholly-owned subsidiary invested about "10 million during the year under review. The Company holds 31.63 % stake in Wishbook on fully converted and diluted basis.

Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)

Nopaperforms runs a business of providing a SaaS platform (via website namely www.nopaperforms.com) which has a suite of soware products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, for managing their leads and work%ows.

The Company through its wholly owned subsidiary invested "280 million during the year under review.The Company has invested aggregate amount of "337 million for a stake of 48.10% on fully converted and diluted basis.

International Educational Gateway Pvt. ltd. (Univariety)

Univariety is engaged in an educational business of providing products and services and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal named as www.univariety.com and through third party portals of partner entities.

The Company through its wholly owned subsidiary invested about "125 million for a stake of 31.39% on fully converted and diluted basis.

Agstack Technologies Pvt. Ltd. (Gramophone)

Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app ‘Gramophone’) for enabling e$cient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.

The Company through its wholly owned subsidiary invested about "64 million for a stake of 27.78% on fully converted and diluted basis.

Bizcrum Infotech Private Ltd. (ShoeKonnect)

ShoeKonnect is a B2B marketplace ("ShoeKonnect" mobile app, www.shoekonnect.com website) that enables footwear brands, manufacturers, wholesalers and retailers to connect, communicate Th transact with each other for conducting and expanding their business. The platform facilitates catalogue/inventory uploading, order placement, order receipt, delivery scheduling and payment management amongst manufacturers, wholesalers, manufacturers and retailers.

During the year under review, the Company through its wholly owned subsidiary has invested "60 million in ShoeKonnect for a stake of 28.94% on a fully converted and diluted basis.

Medcords Healthcare Solutions Pvt. Ltd. (Medcords)

Medcords (operated through a website www.medcords.com and its app ‘Medcords’) is a cloud- based ML powered ecosystem that connects and enables various stakeholders of the healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations and follow-up consultations with doctors, and intelligent digitization of users’ medical records and on-demand availability of such records. The venture aims to create IP out of medical data and advanced analytics to create e$cient healthcare decision systems for doctors, hospitals, government, etc. They currently have a web-app for doctors and android apps for pharmacies and patients.

During the year under review, the Company through its wholly owned subsidiary invested an amount of "26 million in Medcords for a stake of 11.37% on a fully converted and diluted basis.

Shop Kirana E Trading Pvt. Ltd. (Shopkirana)

Shopkirana is engaged in the business of developing a B2B e-Commerce platform for ordering, delivery, payments and related products/services among various stakeholders in grocery/FMCG supply chain. Shopkirana helps retailers with simple and e$cient M-distribution platform by ensuring the most competitive prices, quick delivery and single sourcing channel for retailers while brands have visibility and direct connect to retailers for promotions or product launch.

During the year under review, the Company through its wholly owned subsidiary invested (via mix of primary and secondary purchase) about "134 million in Shopkirana for a stake of 15.49% on a fully converted and diluted basis.

Highorbit Careers Pvt. Ltd. (iimjobs.com)

The Board of Directors of the Company at its meeting held on May 27, 2019 had approved the acquisition of 100% of the Share Capital on a fully converted and diluted basis of Highorbit Careers Pvt. Ltd for an aggregate consideration of about "808.25 million.

Highorbit Careers Pvt. Ltd is engaged in the business of providing online classifieds, database, digital platform and recruitment solutions in the recruitment and employability vertical to small, medium and large enterprises and the job seekers across di#erent verticals particularly Management and Technology verticals.

Post the acquisition is complete, iimjobs would become wholly owned subsidiary of the Company.

The aforesaid Investee Company (ies) achieved an aggregate revenue of "20,122.98 million as against "8,958.99 million during the previous financial year. The aggregate operating EBITDA level loss was "26,399.61million as compared to "1,622.99 million during the previous financial year.

The above companies are treated as "Associate Companies/Joint Venture", except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate A#airs.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditors’ Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directors’ Report and Auditors’ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered o$ce.

Particulars of Loans, Guarantees or Investments

During the FY 2019, your Company invested (including inter-corporate deposit), directly or indirectly, about "2,757.68 million into the aforesaid Investee companies.

Particulars of Contracts or Arrangements with Related Parties

As per the provisions of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://infoedge.in/pdfs/Related-Party-Transaction-Policy.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party transactions keeping in mind the potential or actual con%icts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at arm’s length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure II.

Material Changes and Commitments

There have been no material changes a#ecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:

Future Outlook

The online classified industry has seen a rapid growth in the light of new categories/o#erings, evolving business models, entry of multiple players and changing consumer behavior. The digital economy in India is on an accelerated growth trajectory and it has shown an enormous growth in the last couple of years and is projected to grow over USD1.2 billion by 2020. As the digital economy continues to expand, Info Edge finds itself well positioned to leverage many of the opportunities arising out of a more digitally connected Indian economy. Info Edge has the capability to do so because of its deep knowledge base of and on-ground experience with its customers and due to extensive investment made by it in technology and the best-in-class tech-savy people. Your Company will continue to leverage its leading positions across its business segments.

Info Edge continues to lay emphasis on promoting innovation and makes investments in branding, people, product development and processes to maintain its leadership position and defend markets. Many global companies are actively pursuing the Indian market and they have experience of building large global communities which can be translated into e#ective models in online recruitment space. The Company is proactively gearing itself to meet any such future challenge.

Naukri.com has established clear leadership position in India which position itself is the key to its success and growth. The Company continues to make investments into product innovation, engineering, brand support, sales network, servicing back o$ce and hiring superior talent. 99acres.com has achieved its leadership position through continued investments in product aesthetics, data quality and marketing which has ensured quality and innovation driving customer retention and growth. The Sectoral uncertainty that arose with the introduction of demonetization, GST and RERA is gradually abating. With gradual recovery in the real estate segment future holds good promise of high growth and value creation. Info edge remains committed to this market and will continue to invest more in this business.

Jeevansathi.com is expected to continue on their gradual growth path with investments being made on brand development. Shiksha.com is still a small business but is gaining traction and becoming profitable.

Overall, the Company expects the economic conditions to improve in FY2020 and is well positioned to leverage market opportunities and grow. It will continue to explore opportunities to make strategic investments in investee companies while maintaining a war chest of cash in its reserves to preserve and protect existing brands under control.

3. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its a#airs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization’s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on "Corporate Governance" with a detailed compliance report on corporate governance and a certificate from M/s.Chandrasekaran Th Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

Management Discussion Th Analysis

The Management Discussion Th Analysis Report for the year under review as stipulated under Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Number of Meetings of the Board of Directors

The Board of Directors of the Company met 8 (eight) times during the year under review. In addition to this, 2 (two) meetings of Independent Directors were also held. The details of the meetings of the Board including that of its Committees and Independent Directors’ meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.

Composition of Audit Committee

During the year, all recommendations of Audit Committee were accepted by the Board.

The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

ESOP-2015:Th is is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2019 with regard to the Employees’ Stock Option Scheme (ESOS) are annexed with this report as Annexure VIII.

A certificate from M/s. S.R. Batliboi Th Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004) with regards to the implementation of the Company’s Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.

The shares to which Company’s ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. Thus, there are no shares in which employees hold beneficial ownership however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of a#airs of the Company as at March 31, 2019 and of the profit of the Company for that year;

c) the Directors have taken proper and su$cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating e#ectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e#ectively;

g) the Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

h) the Company has complied with the provisions relating to the constitution of Internal Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as e$cient utilization of the Company’s resources for sustainable and profitable growth.

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Company’s employees at all levels which has continued to be our major strength. Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.