Dear Member(s),
The Board of Directors of Info Edge (India) Limited (the Company) take pleasure in presenting the Thirty-first (31st) Annual Report on the business and operations of the Company together with the Audited Standalone & Consolidated Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2026.
RESULTS OF OPERATIONS
The results of operations for the year under review are given below:
| Particulars | Standalone | Consolidated | ||
| FY26 | FY25 | FY26 | FY25 | |
| 1. Net Revenue | 30,520.29 | 26,536.13 | 32,847.32 | 28,495.51 |
| 2. Other Income | 3,353.90 | 3,137.75 | 10,585.54 | 10,732.47 |
| 3. Total Income (1+2) | 33,874.19 | 29,673.88 | 43,432.86 | 39,227.98 |
| Expenditure: | ||||
| a) Network and other direct Charges | 651.53 | 531.61 | 926.68 | 783.01 |
| b) Employees Cost | 11,856.17 | 10,814.76 | 13,415.00 | 12,353.41 |
| c) Advertising and Promotion Cost | 3,807.60 | 3,124.52 | 4,530.23 | 3,731.14 |
| d) Depreciation/Amortization | 891.20 | 801.45 | 1,225.78 | 1,130.90 |
| e) Administration & other Expenditure | 1,729.22 | 1,339.73 | 2,253.26 | 1,780.82 |
| f) Finance Cost | 207.42 | 190.77 | 274.25 | 242.35 |
| 4. Total expenditure | 19,143.14 | 16,802.84 | 22,625.20 | 20,021.63 |
| 5. Share of Profit/(Loss) Joint Ventures & Associates | - | - | 18.20 | (1,229.93) |
| 6. Operating Profit before tax (1-4+5) | 11,377.15 | 9,733.29 | 10,240.32 | 7,243.95 |
| 7. Profit before tax and exceptional items (3-4+5) | 14,731.05 | 12,871.04 | 20,825.86 | 17,976.42 |
| 8. Exceptional ltem-(loss)/gain | 51,675.06 | 564.07 | 388.07 | 1,469.77 |
| 9. Net Profit before tax (7+8) | 66,406.11 | 13,435.11 | 21,213.93 | 19,446.19 |
| 10. Tax Expense | 11,049.03 | 5,700.91 | 3,585.51 | 6,347.18 |
| 11. Net Profit after tax (9-10) | 55,357.08 | 7,734.20 | 17,628.42 | 13,099.01 |
| 12. Share of Non-controlling interest in the losses of Subsidiary Companies | (3,129.45) | (3,478.13) | ||
| 13. Other Comprehensive Income (including share of profit/(loss) of Joint Ventures and Associates - Net of Tax) | 20,071.04 | 17,288.83 | 20,534.53 | 39,153.01 |
| 14. Total Comprehensive Income (11+12+13) | 75,428.12 | 25,023.03 | 35,033.50* | 48,773.89* |
*Total comprehensive income attributable to equity holders.
1. FINANCIAL REVIEW
STANDALONE FINANCIAL STATEMENTS
The Audited Standalone Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable.
The Company derives its revenue from recruitment, real estate, matchmaking and education businesses & related services and other income.
The Company has aligned its business with the objective of creating a long-term value for its stakeholders. From a strategic perspective, it operates through two portfolios -the operating businesses and the financial investments.
The operating business encompasses recruitment, real estate, matchmaking, and education verticals, with varying levels of maturity stages and established market leadership. As digitisation and advanced technology reshape the landscape, the competition continues to intensify, necessitating continual strategic evolution and significant investments. Current initiatives focus on service expansion and new revenue generation while preserving market leadership. The operating businesses are supported by strategic investments that bolster existing business platforms, allowing targeted business development and enhanced service capabilities.
The Company has adopted a hybrid investment approach, combining direct investments from its balance sheet and wholly-owned subsidiaries with structured investments through dedicated Alternative Investment Funds (AIFs). These investments are broadly classified into two categories: (i) direct investments, made either by the
Company or through its wholly-owned subsidiaries in early-stage startups for long-term value creation; and (ii) investments through AIFs.
The standalone financial results reflect the performance of the Companys operating businesses. These include the primary brands: Naukri, 99acres, Jeevansathi and Shiksha. As these businesses evolve, strategic investments have been made into entities that supports and expand the opportunity size forthese primary brands in their respective domains.
In the operating business, recruitments, the standalone financial performance remained resilient, with billings growing at 10.04%. For the non-recruitment portfolio comprising of 99acres, Jeevansathi and Shiksha, billings continued to grow by 10.94%, while losses in terms of operating Profit before tax (PBT) reduced by 15.80%. The businesses have maintained cash profitability for two consecutive years. Non recruitment portfolio generated a cash inflow of Rs.312.78 Million in FY26. Across these businesses, despite a highly competitive environment, the Company continued to execute on key drivers of long-term growth in FY26, strengthening its potential for sustained value creation.
The revenue from operations for FY26 was up by 15.01% to Rs.30,520.29 Million from Rs.26,536.13 Million for FY25.
The total income of the Company stood at Rs.33,874.19 Million up by 14.15% for FY26 from Rs.29,673.88 Million for FY25. The other income of the Company contributed Rs.3,353.90 Million to the total income for FY26.
The total expenses for the year stood at Rs.19,143.14 Million up by 13.93% for FY26 from Rs.16,802.84 Million for FY25.
Operating PBT, for the year, was up by 16.89% over previous year and stood at Rs.11,377.15 Million in FY26 in comparison with Rs.9,733.29 Million in FY25. PBT from ordinary activities (before exceptional items) was up by 14.45% and stood at Rs.14,731.05 Million in FY26 as against Rs.12,871.04 Million in FY25.
DIVIDEND
Your Company has maintained a consistent & impressive track record of dividend payments over the years, in line with its approved Dividend Distribution Policy. During the year, the Company revised the Dividend Distribution Policy to align it with the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The revised policy expanded the factors and circumstances considered for declaration of dividend, provided additional avenues for utilisation of retained earnings and revised the target dividend payout framework. The revised Policy is available on the website of the Company at www.infoedge.in/pdfs/Dividend- Policy.pdf.
The details of Dividends declared during the year under review are given below:
| Type of Dividend | Date of Declaration | Record Date | Rate of Dividend per share (face value Rs.2/- per share) | % | Total Payout ( Rs. in Million)* |
| Final Dividend for FY25 | August 25, 2025 | July 25, 2025 | Rs.3.60/- | 180 | 2,332.51 |
| Interim Dividend for FY26 | November 12, 2025 | November 21, 2025 | Rs.2.40/- | 120 | 1,556.21 |
| 2nd Interim Dividend for FY26 | February 13, 2026 | February 20, 2026 | Rs.2.40/- | 120 | 1,556.21 |
*Gross amount of Dividend.
Further, the Board of Directors at its meeting held on May 22, 2026, also recommended payment of Final Dividend at the rate of Rs.3.60/- per equity share of Rs.2/- each for FY26. Flowever, the payment of Final Dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company to be held on Tuesday, August 25, 2026. The record date for the purpose of the payment of Final Dividend is Friday, July 24, 2026 and the same will be paid on or after Wednesday, September 2, 2026.
The Company pays dividend after deducting tax in compliance with the Income Tax Act, 1961, as amended from time to time.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the reserves.
SHARE CAPITAL
During the year under review, based on approval and recommendation of the Board of Directors of the Company, the Members, vide resolution passed by way of postal ballot on April 11, 2025, inter-alia, approved the sub- division/split of equity shares of the Company, such that 1 (one) equity share having face value of Rs.10/- (Rupees Ten only) each, fully paid-up, was sub-divided into 5 (five) equity shares having face value of Rs.2/- (Rupees Two only) each, fully paid-up.
After the requisite approvals of the Stock Exchanges i.e. BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) and the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), new ISIN (INE663F01032) was allotted to the equity shares of the Company. The effect of change in face value of the shares was reflected on the share price at the Stock Exchanges, where the Company
is listed (BSE and NSE), effective from May 7, 2025
i.e. record date for the purpose of sub-division/split of equity shares of the Company. As a result of the sub- division/split of the Companys equity shares, the shares have become more affordable, encouraging broader investor participation.
Further, during the year, the Company issued and allotted
500,000 equity shares on September 12, 2025, at an issue price of Rs.2/- each to Info Edge Employees Stock Option
Plan Trust. The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges and shall rank pari-passu with the existing equity shares of the Company, in all respects.
Accordingly, pursuant to the sub-division/split of equity shares and after giving effect to the allotment of equity shares to the Info Edge Employees Stock Option Plan Trust, as aforesaid, the capital structure of the Company as on March 31, 2026, was as follows:
| Share Capital | No. of equity shares | Face Value (in Rs.) | Total Share Capital (in Rs.) |
| Authorised Share Capital | 750,000,000 | 2 | 1,500,000,000 |
| Issued, Subscribed and Paid-up Share Capital | 648,420,600 | 2 | 1,296,841,200 |
The Company has not issued any shares with differential voting rights or sweat equity shares during FY26.
LISTING OF SHARES
The Companys shares are listed on BSE & NSE with effect from November 21, 2006, since its initial public offering (IPO). The annual listing fees for the FY27 to BSE and NSE has been paid.
DEPOSITS
During the year under review, the Company has not invited or accepted any Deposits from the public/Members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company is primarily engaged in the business of operating multiple internet based services through its various web portals and mobile applications. It currently operates in four service verticals - in recruitment solutions through its brands Naukri, iimjobs, Hirist, Job Hal, NaukriGulf, Naukri Campus, Naukri 360, Naukri Fast Forward and AmbitionBox, along with wholly- owned subsidiaries-Zwayam and DoSelect; in real estate services through its brand 99acres; in matchmaking services through its brand Jeevansathi, along with wholly-owned subsidiary, Aisle; and in education services through its brand Shiksha and Study Abroad. The Board of Directors of the Company examines the Companys performance both from a business & geographical perspective and has accordingly identified 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 identified are Recruitment Solutions, 99acres for real estate and the Others segment. The Others segment comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard.
RECRUITMENT SOLUTIONS
Naukri remained resilient throughout FY26, strengthening its market leadership as a comprehensive talent partner spanning sourcing, assessment, employer branding, talent engagement, end-to-end recruitment productivity improvement and upskilling. Anchored by Naukri, Indias leading job marketplace, and supported specialised platforms such as iimjobs, Hirist, Job Hai, NaukriGulf, Naukri Campus, Naukri 360, Naukri Fast Forward, AmbitionBox, DoSelect and Zwayam, the Company is well- positioned to address the evolving talent requirements of modern enterprises. As of March 31, 2026, the platform had over 146,000 corporate clients and hosted over 115 Million resumes, with approximately 23,000 new resumes added and more than 713,000 updated daily.
The recruitment businesses are organised into four categories-Recruitment B2B, Candidate & Jobseeker Services (B2C), NaukriGulf, and Job Hal catering to the blue and gray collar segments.
Recruitment B2B: It spans across the Premium segment (above Rs.30 Lakh CTC), Mid-Segment ( Rs.5-30 Lakh CTC) and Value segment (less than Rs.5 Lakh CTC)—supported by a portfolio of specialized platforms and enterprise tools as detailed below:
Naukri along with specialized platforms, iimjobs and Hirist serve the fast-growing premium segment, iimjobs primarily caters to senior management and leadership hiring, while Hirist is an exclusive platform for premium technology talent. PremiumX, launched in FY26, further extends the Companys premium offerings. Naukri TopTier, offered as part of the Naukri platform, provides a differentiated, invite-only experience for premium job seekers.
Naukri Campus supports fresher hiring for the digital- first generation. AmbitionBox offers company reviews and salary insights, helping candidates make informed decisions. Zwayam is an Al-powered enterprise recruitment automation platform that digitises the end-to-end hiring process. DoSelect is an assessment platform used by clients to evaluate and hire tech talent.
Al-Rex is Naukris agentic Al platform, enabling end-to end talent sourcing automation from mandate intake to candidate shortlisting, to reduce time-to-hire. Talent Pulse and Executive Intelligence turn proprietary data into Al-powered talent insights on salaries, branding, movement and workforce planning.
Candidate & Jobseeker Services (B2C): The business continued to enhance its value proposition through Al driven solutions, delivering smarter job matching, faster resume discovery and improved candidate engagement. Jobseeker services were strengthened through Naukri 360, a career platform offering resume preparation, interview training and mock sessions, complemented in FY26 by the launch of Jobseeker Agent - Neo for Al- powered job discovery and auto job apply.
NaukriGulf: Beyond India, the Company operates NaukriGulf, a Middle East-focused hiring platform replicating Naukris Indian model across the six GCC countries, with the UAE being its key market. The business witnessed strong activity through most of FY26, with some moderation towards the year-end owing to regional conflict in West Asia.
Job Hai: Job Hai caters to the fragmented, underserved blue and gray collar market in the value segment. The platform now spans 640 cities and over 45 job categories nationwide, with over 18 Million jobseekers, monetised through job postings, database access, job boost, assisted hiring and WhatsApp-based outreach. Flaving established market leadership in Delhi NCR, Job Hai is preparing to extend its model to Mumbai, Bengaluru and other major markets.
During the year under review, revenue from recruitment solutions segment was up by 13.79% from Rs.19,826.18 Million in FY25 to Rs.22,559.44 Million in FY26. Operating Profit before tax in recruitment solutions in FY26 was Rs.12,771.84 Million as compared to Rs.11,164.01 Million in FY25.
99ACRES
The 99acres platform primarily operates across two strategic business areas: the Primary Business, focused on new projects and new homes, and the Secondary Business, focused on resale properties in the residential and commercial segment. In addition, the platform offers a wide range of rental listings in the residential and commercial segment, including family rental homes, co-living spaces, paying guest accommodations, small to mid-sized shops and office spaces, warehouses, factory/ industrial land, to serve the evolving needs of urban users and clients.
The business has continued to focus on improving the user interface and providing high-quality content. This has been at the core of the businesss push to gain user traffic. Among online real estate players, 99acres now leads the market in web traffic time share at 51% as of March 31, 2026, up from around 32%, seven quarters earlier. Leadership has also broadened geographically, with 99acres now the traffic leader across nearly every major city in terms of traffic, supply and number of customers. On mobile, the platform commands 56% of overall app traffic time share and 70% of iOS app traffic time share.
Online activity continues to be more prominent in the secondary market, where vertical platforms like 99acres play a larger role due to its wider reach and strong discovery capabilities. 99acres continues to strengthen its leadership in the segment through tech innovation, deeper market penetration, and a customer-centric approach. Al continues to be a key enabler in content generation, lead conversion, and customer service, supported by an on-ground telesales team. While the key large metros remain the core contributors, a wider geographic footprint is expected to support mid to longterm business expansion. With continued investment in technology, content and reach, 99acres is well-positioned to capture emerging opportunities in Indias evolving real estate market.
During the year under review, revenue from real estate business was up by 18.81% from Rs.4,107.93 Million in FY25 to Rs.4,880.58 Million in FY26. Operating loss before tax in real estate business in FY26 was increased to Rs.591.59 Million as compared to Rs.475.25 Million in FY25.
OTHERS
The Company also provides matchmaking and education- based classifieds and related services through its portals Jeevansathi and Shiksha, respectively.
From an all-India perspective, the online matrimonial site Jeevansathi remains one of the top players. Given the nature of the market and high levels of customer fragmentation, Jeevansathi focuses on catering to specific regions and communities, with a relatively stronger positioning in North India and a good presence in Western India. During FY26, Jeevansathi continued to strengthen its freemium-led operating model, introduced in April 2022, remaining focused on improving sales conversions and average revenue per user. The platform maintained its concentration on the Flindi-speaking markets, where it holds a 45% profile share and is the market leader in terms of users logged in every day. Key metrics such as profile acceptances and two-way chats continue to show healthy growth.
Info Edge has supplemented its online matrimonial offering with a presence in the high-intent, app-based dating market through Aisle, a wholly-owned subsidiary of the Company. Aisle serves users seeking committed relationships and operates a portfolio of regional dating apps, including Arike for Malayali users, Anbe for Tamil users, Neetho for Telugu users and Neene for Kannada users. Arike has established clear leadership in the
Malayalam dating segment and continues to grow at over 40% year-on-year.
Al is now embedded across both platforms, with recommendations, matching and pricing fully Al-driven, and both Jeevansathi and Aisle are now operating near breakeven, reflecting improving monetisation and disciplined investment.
In the education space, Shiksha is Indias leading higher education guidance platform, supporting students across both domestic and Study Abroad segments. Adopting a student-first approach, the platform provides comprehensive insights into careers, exams, colleges and courses, and collaborates with educational institutions to facilitate student discovery and promote relevant academic courses, steadily transforming itself from an online classifieds-based information provider into a solutions provider for the Indian student community moving from school to college and higher education. During the year, the Study Abroad business remained impacted by tighter visa norms in key destination markets, prompting a diversification towards alternative destinations such as the United Kingdom, the UAE and continental Europe, while the domestic business strengthened its counselling capabilities and pivoted its operating model to address Al-led changes in search behaviour following a decline in organic traffic.
During the year under review, revenue from the matchmaking business grew by 25.94% from Rs.1,098.17 Million in FY25 to Rs.1,382.73 Million in FY26, and revenue from the education business grew by 12.88% from Rs.1,503.86 Million in FY25 to Rs.1,697.54 Million in FY26.
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 Ind-AS prescribed under Section 133 of the Act 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, controlled trusts and jointly controlled companies, as approved by their respective Board of Directors/Trustees, as applicable, except for the companies in respect of which investment has been fully impaired. Flowever, for the purpose of consolidation of financial statements ofthe Company as regards the investment in LQ Global Services Pvt. Ltd., Shop Kirana ETrading Pvt. Ltd., NoPaperFormsSolutions Ltd., Agstack Technologies Pvt. Ltd., Akshamaala Solutions Pvt. Ltd., Makesense Technologies Ltd. and Printo Document Services Pvt. Ltd., unaudited financial statements have been considered.
The Company, on a consolidated basis, achieved net revenue of Rs.32,847.32 Million during the year under review as against Rs.28,495.51 Million during the previous financial year, up by 15.27% year on year. The total consolidated income for the year is Rs.43,432.86 Million as compared to Rs.39,227.98 Million in FY25.
Operating PBT, on a consolidated basis, for the year, stood at Rs.10,240.32 Million in comparison with Rs.7,243.95 Million in FY25. Total Comprehensive Income, in FY26, is reported to be Rs.35,033.50 Million in comparison to Total Comprehensive Income of Rs.48,773.89 Million in FY25.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31, 2026, the Company had 15 subsidiaries. During the year under review and the period between the end of the financial year and the date of this report, following changes have taken place in status of subsidiary/ joint venture (associate) companies of the Company:
• Makesense Technologies Ltd. (MTL), ceased to be a subsidiary ofthe Company pursuant to amalgamation with PB Fintech Ltd. (PB Fintech): During the year under review, the Flonble National Company Law Tribunal, Chandigarh Bench on August 29, 2025 sanctioned the Scheme of Amalgamation of MTL, subsidiary of the Company, (Transferor Company) with PB Fintech (Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Act. Accordingly, MTL was amalgamated with PB Fintech and, consequently, ceased to be a subsidiary of the Company.
• Aisle Network Pvt. Ltd. (Aisle) became a step- down wholly-owned subsidiary ofthe Company: The Company, through Jeevansathi Internet Services Pvt. Ltd. (JISPL), a wholly-owned subsidiary of the Company, held approximately 96.35% of the paid up share capital of Aisle. During the year, JISPL acquired the remaining stake of 3.65% in Aisle for an aggregate consideration of Rs.55 Million as consolidated consideration for purchase of remaining shares, byway of secondary acquisition, and termination of existing arrangements with the shareholder from whom the remaining shares were acquired. Consequently, pursuant to the aforesaid acquisition, Aisle became a step-down wholly-owned subsidiary ofthe Company, on the basis of its paid-up share capital.
• Transfer of entire stake held in Agstack Technologies Pvt. Ltd. (Gramophone) to Akshamaala Solutions Pvt. Ltd. (Unnati) and investment in Unnati: During the year under review, the Company through Startup Investments (Holding) Ltd. (‘SIHL), a wholly-owned subsidiary of the Company, transferred its entire shareholding in Gramophone aggregating to 50.94% to Unnati in consideration for preference shares of Unnati representing 15.75% on a fully diluted basis. Prior to such transfer, SIFILs shareholding in Gramophone increased from 39.58% to 50.94% on an as if converted basis on account of the valuation at which the exit event was undertaken by Gramophone, resulting in Gramophone technically becoming a subsidiary of SIHL for a limited period. Further, SIHL invested approximately Rs.350 Million by way of primary infusion in preference shares of Unnati, pursuant to which SIHLs aggregate shareholding in Unnati increased to 20.25% on a fully diluted basis. Consequently, Gramophone ceased to be a subsidiary and Unnati became an associate of the Company.
• Proposed transfer of entire stake held in Shopkirana E Trading Pvt. Ltd. (Shopkirana) to Trustroot Internet Pvt. Ltd. (TIPL): During the year under review, the Company agreed to transfer its entire shareholding held in Shopkirana, through SIHL, aggregating to 26.14% on a fully converted and diluted basis, to TIPL in consideration of preference shares of TIPL aggregating to 2.021%, on a fully converted and diluted basis. Pursuantto the execution of the definitive agreements for the above transaction and from the date of closing of the transaction, Shopkirana will cease to be an associate company of the Company. As on the date of this report, the closing of the above transaction is subject to completion of various conditions precedent and will be undertaken in accordance with the terms of definitive agreements and subject to clearance from the authorized dealer bank.
During the year under review, the Board of Directors of the Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of the subsidiaries/joint ventures (associate) companies in the prescribed form AOC-I is given as Annexure I to this report. The statement also provides the details of performance and financial position of each of the subsidiaries/joint ventures (associate) companies and their contribution to the overall performance of the Company.
The developments in the operations/performanceof each of the subsidiaries/joint ventures (associate) companies included in the Consolidated Financial Statements are presented as under:
WHOLLY-OWNED SUBSIDIARIES:
| Name of the entity | Relationship with the Company and Shareholding as on March 31, 2026 | Business Overview of entity | Details of investments/divestments/inter-corporate loans/ fund-raising activities undertaken during FY26 and up to the date of this report, if any | Annual Financial performance of the entity |
| 1 Startup Investments (Holding) Ltd. (SIHL) | Wholly-owned Subsidiary. The Company holds a 100% stake in SIHL, directly and through Naukri Internet Services Ltd., a wholly- owned subsidiary of the Company, on a fully converted and diluted basis. | SIHL is engaged in the business of being a holding & investment company and in management consultancy activities including provision of advice, guidance or operational assistance to businesses. | SIHL, during the year under review, issued and allotted, 7,101,819, 0.0001% Compulsorily Convertible Debentures to the Company for an aggregate consideration of about Rs.1,650 Million. | Total Comprehensive lncome/(loss): For FY26- Rs.427.16 Million For FY25 - f5,094.15 Million |
| During the year, SIHL converted 31,746,364 Compulsorily Convertible Debentures of f 100 each, issued over the years to the Company, into 31,746,364 equity shares of Rs.10 each at a premium of Rs.90 per share. | ||||
| Net profit after tax/(loss): For FY26-( Rs.0.24) Million For FY25- Rs.8.60 Million | ||||
| Further, as detailed on Page No. 156 of this Report, SIHL transferred its entire shareholding of 3,39,305 shares aggregating to 50.94% in Gramophone to Unnati in consideration for issuance of 49,145 preference shares by Unnati to SIHL, aggregating to 15.75% on a fully diluted basis. | ||||
| Further, SIHL acquired 18,756, Series B2 Compulsorily Convertible Preference Shares of Unnati for an aggregate consideration of about Rs.350 Million, consequent to which its shareholding increased to 20.25% and Unnati became an associate company of the Company through SIHL. | ||||
| Also, during the year under review, SIHL made the following investments by way of subscription/purchase of shares/ debentures/units: | ||||
| • 6,771, Series C1 Compulsorily Convertible Preference Shares of Printo Document Services Pvt. Ltd. for an aggregate consideration of about Rs.50 Million. | ||||
| • 11,300,000, Class A Units of Rs.100 each of IE Venture Investment Fund II, a scheme of Info Edge Capital, a trust registered with SEBI as a Category II AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012 (SEBI AIF Regulations) for a consideration of about Rs.1,130 Million. | ||||
| • 2,835,000, Class A Units of f 100 each of Capital 2B Fund 1, a scheme of Capital 2B, a trust registered with SEBI as Category II AIF, under the SEBI AIF Regulations, for a consideration of Rs.283.50 Million. | ||||
| • 1,172,000, Class A Units of Rs.100 each of IE Venture Fund Follow On I, a scheme of Info Edge Venture Fund, a trust registered with SEBI as Category II AIF, under the SEBI AIF Regulations, for a consideration of Rs.117.20 Million. | ||||
| During the year, SIHL agreed to the proposed partial divestment of its stake held in NoPaperForms Solutions Ltd. (NoPaperForms), as part of the proposed Initial Public Offering process, such that its aggregate holding in NoPaperForms is reduced to below 25% of the total paid up capital of NoPaperForms, upon successful completion of NoPaperForms proposed initial public offering. | ||||
| Also, during the year, SIHL had extended an inter-corporate loan aggregating to Rs.15 Million to Terralytics Analysis Pvt. Ltd., for a period of 1 (one) year. Subsequent to the end of the year, SIHL agreed to extend the repayment tenure of the aforesaid inter-corporate loan by a further period of 6 (six) months. | ||||
| Further, subsequent to the end of the year, SIHL issued and allotted, 1,634,749, 0.0001% Compulsorily Convertible Debentures to the Company for an aggregate consideration of about Rs.350 Million. | ||||
| Further, subsequent to the end of the year, SIHL made the following investments by way of subscription of units: | ||||
| • 1,572,000, Class A Units of Capital 2B Fund I, a scheme of Capital 2B, a trust registered with SEBI as Category II AIF, under the SEBI AIF Regulations, for a consideration of Rs.157.20 Million. | ||||
| • 413,000, Class A Units of IE Venture Fund Follow On I, a scheme of Info Edge Venture Fund, a trust registered with SEBI as Category II AIF, underthe SEBI AIF Regulations, for a consideration of Rs.41.30 Million. | ||||
| • 1,600,000, Class A Units of IE Venture Investment Fund II, a scheme of Info Edge Capital, a trust registered with SEBI as a Category II AIF, underthe SEBI AIF Regulations for a consideration of about Rs.160 Million. | ||||
| Further, as detailed on Page No. 157 of this Report, SIHL agreed to transfer its entire shareholding in Shopkirana, aggregating to 26.14% to TIPL in consideration of preference shares of TIPL aggregating to 2.021%, subject to completion of various conditions as per the definitive agreements and subject to clearance from the authorized dealer bank. | ||||
| In addition, the Company through SIHL, has agreed to invest approximately USD 1.72 Million in TIPL by way of a primary infusion for subscription to an aggregate of 5,484 preference shares to be issued and allotted by TIPL, resulting in SIHL holding an additional 0.105% stake in TIPL on a fully converted and diluted basis. | ||||
| Further, subsequent to the end of the year under review, SIHL agreed to make contribution of Rs.2,950 Million to IE Venture Investment Fund III, a scheme of Karkardooma Trust, a trust registered with SEBI as a Category II AIF, under the SEBI AIF Regulations by subscription of 29,500,000 Class A Units of Rs.100 each. | ||||
| 2 Diphda Internet Services Ltd. (Diphda) | Wholly-owned Subsidiary | Diphda is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services. | Nil | Total Comprehensive lncome/(loss): For FY26- Rs.2,612.43 Million For FY25- Rs.7,023.48 Million |
| Net profit after tax/(loss): For FY26- Rs.(0.14) Million For FY25- Rs.(430.77) Million | ||||
| 3 Naukri Internet Services Ltd. (NISL) | Wholly-owned Subsidiary | NISL is engaged in the business of all types of internet, computer, electronic data processing and electronic and related services. | Nil | Total Comprehensive lncome/(loss): For FY26- Rs.113.94 Million For FY25- Rs.57.07 Million |
| Net profit after tax/(loss): For FY26- Rs.(0.93) Million For FY25- Rs.(9.23) Million | ||||
| 4 Allcheckdeals India Pvt. Ltd. (ACD) | Wholly-owned Subsidiary | ACD provides brokerage services in the real estate sector in India. | During the year under review, ACD has availed an intercorporate loan of Rs.5 Million from Axilly Labs Pvt. Ltd., wholly- owned subsidiary, which was subsequently repaid by ACD during the year. | Total Comprehensive lncome/(loss): For FY26- Rs.15.88 Million For FY25 - Rs.(37.87) Million |
| Net profit after tax/(loss): For FY26- Rs.15.88 Million For FY25 - Rs.(37.87) Million | ||||
| 5 Newlnc Internet Services Pvt. Ltd. (Newlnc) | Wholly-owned Subsidiary. The Company holds a 100% stake in Newinc, directly and through ACD, on a fully converted and diluted basis. | Newlnc is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services. | Nil | Total Comprehensive lncome/(loss): For FY26- Rs.(16.90) Million For FY25- Rs.(10.94) Million |
| Net profit after tax/(loss): For FY26- Rs.(16.90) Million For FY25- Rs.(10.94) Million | ||||
| 6 Interactive Visual Solutions Pvt. Ltd. (Interactive) | Wholly-owned Subsidiary. The Company holds a 100% stake in Interactive, directly and through ACD, on a fully converted and diluted basis. | Interactive is the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers. | Nil | Total Comprehensive lncome/(loss): For FY26 - Rs.(0.38) Million For FY25- Rs.(0.30) Million |
| Net profit after tax/(loss): For FY26 - Rs.(0.38) Million For FY25- Rs.(0.30) Million | ||||
| 7 Jeevansathi Internet Services Pvt. Ltd. (JISPL) | Wholly-owned Subsidiary | JISPL owns & holdsthe domain names & related trademarks of the Company. | During the year, JISPL acquired 1,279 equity shares of Aisle aggregating to 3.65%, for an aggregate consideration of Rs.55 Million as consolidated consideration for purchase of remaining shares, by way of secondary acquisition, and termination of existing arrangements with the shareholder from whom the remaining shares were acquired. Consequently, pursuant to the aforesaid acquisition, Aisle had become a step- down wholly-owned subsidiary of the Company, on the basis of its paid-up share capital. Further, JISPL acquired 1,000,000, 0.0001% Compulsorily Convertible Debentures of Aisle for a total consideration of flOO Million. | Total Comprehensive lncome/(loss): For FY26- Rs.5.95 Million For FY25 - Rs.(371.29) Million |
| Net profit after tax/(loss): For FY26- Rs.5.95 Million For FY25 - Rs.(371.29) Million | ||||
| 8 Smartweb Internet Services Ltd. (Smartweb) | Wholly-owned Subsidiary. The Company holds a 100% stake in Smartweb, directly and through SIHL, a wholly-owned subsidiary of the Company, on a fully converted and diluted basis. | Smartweb is engaged in the business of providing all kinds of internet services and to act as investment advisor, financial consultant, management consultant, investment manager and/ or sponsor of alternative investment fund(s). Smartweb acts as an investment managerto Alternative Investment Funds (AIFs) named as Info Edge Venture Fund (IEVF), Info Edge Capital (IEC), Capital 2B (C2B), Karkardooma Trust, B8 Trust and A88 Trust, registered with SEBI as a Category-ll AIF under the SEBI (Alternative Investment Funds) Regulations, 2012. | During the year under review, Smartweb has made the following contributions in AIFs in capacity of a Sponsor: | Total Comprehensive lncome/(loss): For FY26- Rs.138.24 Million For FY25- Rs.112.94 Million |
| • Contribution of Rs.50 Million in IE Venture Investment Fund III, a Scheme of Karkardooma Trust by subscription of 500,000 Class B1 Units of Rs.100 each; | ||||
| Net profit after tax/(loss): For FY26- Rs.81.42 Million For FY25- Rs.52.32 Million | ||||
| • Contribution of Rs.50 Million in B8 Fund 1, a Scheme of B8 Trust by subscription of 500,000 Class B1 Units of Rs.100 each; | ||||
| • Contribution of Rs.50 Million in A88 Fund 1, a Scheme of A88 Trust by subscription of 500,000 Class B1 Units of Rs.100 each; | ||||
| Further, during the year under review, Smartweb issued and allotted 500,000, 0.0001% Compulsorily Convertible Debentures to the Company at face value of Rs. 100 each for an aggregate consideration of to Rs.50 Million. | ||||
| Subsequent to the end of the year under review, Smartweb has issued and allotted 1,000,000, 0.0001% Compulsorily Convertible Debentures to the Company at a face value of f 100 each for an aggregate consideration of Rs.100 Million. | ||||
| 9 Startup Internet Services Ltd (SISL) | Wholly-owned Subsidiary | SISL is a wholly- owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. | SISL, during the year under review, issued and allotted, 18,900,000, 0.0001% Compulsorily Convertible Debentures to the Company for an aggregate consideration of about f1,890 Million. | Total Comprehensive lncome/(loss): For FY26 - Rs.803 .64 Million For FY25- Rs.659.82 Million |
| Also, during the year under review, SISL agreed to make contribution of Rs.7,000 Million to IE Venture Investment Fund III, a scheme of Karkardooma Trust, a trust registered with SEBI as a Category II AIF, under the SEBI AIF Regulations. Out of the above commitment, during the year under review, SISL acquired 19,740,000 Class A units, having face value of Rs.100 each of IE Venture Investment Fund III for an aggregate consideration of about Rs.1,974 Million. | ||||
| Net profit after tax/(loss): For FY26- Rs.17.74 Million For FY25- Rs.6.30 Million | ||||
| Subsequent to the end of the year under review, SISL issued and allotted 3,700,000, 0.0001% Compulsorily Convertible Debentures having face value of f 100 each, to the Company, for an aggregate consideration of Rs.370 Million. | ||||
| Further, SISL acquired 3,700,000, Class A units of Rs.100 each of IE Venture Investment Fund III for an aggregate consideration of Rs.370 Million. | ||||
| 10 Redstart Labs (India) Ltd. (Redstart) | Wholly-owned Subsidiary | Redstart is engaged in the business of direct and indirect investment in the tech companies and provides all kinds and types of Internet services, development of software, consultancy, technical support for consumer companies, internet or SaaS providers and any other services in the area of information technology and product development. | During the year under review, Redstart has issued and allotted, 66,000,000, equity shares of f 10/- each to the Company for an aggregate consideration of about Rs.660 Million. | Total Comprehensive lncome/(loss): For FY26 - f 141.62 Million For FY25- Rs.43.79 Million |
| Further, Redstart has made the following investments by way of subscription/purchase of securities: | ||||
| Net profit after tax/(loss): For FY26- Rs.(29.89) Million For FY25- Rs.13.56 Million | ||||
| • 4,320, Series Seed Compulsorily Convertible Debentures of Nexstem India Pvt. Ltd. for an aggregate consideration of about Rs.43.20 Million. | ||||
| • 1,010, Series I Compulsorily Convertible Preference Shares, of Bharat Semi Systems Pvt. Ltd. for an aggregate consideration of about Rs.128.10 Million. | ||||
| • 2,018, Series II Compulsorily Convertible Preference Shares of Bharat Semi Systems Pvt. Ltd. for an aggregate consideration of about Rs.132.76 Million. | ||||
| • 896, Equity Shares of Bharat Semi Systems Pvt. Ltd. for an aggregate consideration of about Rs.0.12 Million. | ||||
| • 701, Compulsorily Convertible Preference Shares of Sploot Pvt. Ltd. for an aggregate consideration of about Rs.20 Million. | ||||
| • 939,320, Series Seed Preferred Stock of Aina Computers Inc. for an aggregate consideration of Rs.183.08 Million. | ||||
| • 1,619, Compulsorily Convertible Preference Shares by way of primary acquisition and 171 equity shares and 137 Compulsorily Convertible Preference Shares by way of secondary acquisition of Unboxrobotics Labs Pvt. Ltd., for an aggregate consideration of about Rs.468.13 Million. | ||||
| • 2,097, Series Seed Compulsorily Convertible Preference Shares of Genoscope Pvt. Ltd. for an aggregate consideration of about Rs.69.99 Million. | ||||
| During the year, 1 Series I Compulsorily Convertible Preference Share was converted into 1 Equity Share of Bharat Semi Systems Pvt. Ltd. in accordance with the terms of its issue. | ||||
| During the year under review, Redstart agreed to make an overseas direct investment (ODI) in Attentive Inc. by way of subscription to 16,277 Series B Preferred Stock for an aggregate consideration of approximately USD 0.22 Million. The proposed ODI is subject to compliance with the provisions of the Foreign Exchange Management Act, 1999. | ||||
| Subsequent to the end of the year under review, 177, Series Seed Compulsorily Convertible Preference Shares (CCPS) and 139, Series Seed-2 CCPS, held by Redstart in Attentive Al, were converted into 316 equity shares of Attentive Al. | ||||
| 11 Zwayam Digital Pvt. Ltd. (Zwayam) | Wholly-owned Subsidiary | Zwayam is engaged in the business of providing SaaS based end to end recruitment process automation Solutions to its corporate customers. | During the year under review, Zwayam issued and allotted 1,200,000, 0.0001% Compulsorily Convertible Debentures of f 100 each to the Company for an aggregate consideration of about Rs.120 Million. | Total Comprehensive lncome/(loss): For FY26- Rs.(80.99) Million For FY25 - f(226.43) Million |
| Net profit after tax/(loss): For FY26- Rs.(80.99) Million For FY25 - f(226.43) Million | ||||
| 12 Axilly labs Pvt. Ltd. (DoSelect) | Wholly-owned Subsidiary | DoSelect is engaged in the business of providing technical assessment services to its clients for recruitment and learning purposes. It delivers these services via its technical assessment platform DoSelect. | During the year under review, DoSelect provided an intercorporate loan of Rs.5 Million to ACD, which was repaid by ACD during the year. | Total Comprehensive Income: For FY26- Rs.129.98 Million For FY25- Rs.204.53 Million |
| Net profit aftertax: For FY26- Rs.129.98 Million For FY25- Rs.204.53 Million | ||||
| 13 Aisle Network Pvt. Ltd. (Aisle) | Wholly-owned Subsidiary, the Company holds 100% stake in Aisle, through JISPL, a wholly- owned subsidiary of the Company, on the basis of paid-up share capital of Aisle. | Aisle is engaged in the business of running multiple dating platforms on the web via its mobile apps Aisle, Anbe, | During the year under review, 1,279 equity shares of Aisle, aggregating to 3.65%, were acquired by JISPL for an aggregate consideration of Rs.55 Million as consolidated consideration for purchase of remaining shares, by way of secondary acquisition, and termination of existing arrangements with the shareholder from whom the remaining shares were acquired. | Total Comprehensive lncome/(loss): For FY26- Rs.(101.94) Million For FY25 - Rs.(176.86) Million |
| Net profit after tax/(loss): For FY26 - Rs.(102.15) Million For FY25- Rs.(177.99) Million | ||||
| Arike, Neetho and Neene. These platforms allow users to browse through profiles of other users with the intent of finding their suitable partner. | Consequently, pursuant to the aforesaid acquisition, Aisle had become a step-down wholly-owned subsidiary of the Company, on the basis of its paid-up share capital. | |||
| Further, Aisle issued and allotted 1,000,000, 0.0001% Compulsorily Convertible Debentures to JISPL for a total consideration of Rs.100 Million. |
Note: All holdings given above are on a fully converted and diluted basis, unless otherwise stated.
Scheme(s) of Amalgamation
1. Scheme of Amalgamation between Makesense Technologies Ltd. (MTL) and PB Fintech Ltd. (PB Fintech):
During the year under review, the Honble National Company Law Tribunal, Chandigarh Bench (Honble NCLT) on August 29,2025 sanctioned the Scheme of Amalgamation of MTL, subsidiary of the Company, (Transferor Company) with PB Fintech (Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Act. Accordingly, MTL was amalgamated with PB Fintech and, conseguently, ceased to be a subsidiary of the Company.
2. Scheme of Amalgamation of wholly-owned subsidiaries of the Company, namely Axilly Labs Pvt. Ltd., Diphda Internet Services Ltd., Zwayam Digital Pvt. Ltd., Allcheckdeals India Pvt. Ltd. with the Company: The respective Board of Directors of the Company (Transferee Company) and its wholly-owned subsidiaries, namely Axilly Labs Pvt. Ltd., Diphda Internet Services Ltd. and Zwayam Digital Pvt. Ltd. (Transferor Companies), at their meetings held on August 9, 2024, approved a Scheme of Amalgamation amongst the Transferor Companies and the Transferee Companies, and their respective shareholders and creditors (Scheme). The Scheme was subsequently amended on February 5, 2025, to include Allcheckdeals India Pvt. Ltd., a wholly-owned subsidiary of the Transferee Company, as an additional Transferor Company.
The Scheme filed with NSE and BSE, is subject to requisite approvals from the Honble National Company Law Tribunal, New Delhi Bench (Honble NCLT), and other competent authorities. Pursuant to a joint application filed under Sections 230 to 232 of the Act, the Honble NCLT, vide its Order dated April 7,2026, dispensed with the requirement of convening meetings of the shareholders and creditors of the Transferor Companies, while directing such meetings to be held for the Transferee Company. The Company has filed an appeal before the Honble National Company Law Appellate Tribunal against this Order, seeking similar dispensation for the Transferee Company.
INVESTEE COMPANIES
The Company has the following continuing external financial and 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 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 and ESOP Pool (if any).
A. SUBSIDIARIES (INVESTEE COMPANIES)
| Name of the entity | Relationship with the Company and Shareholding as on March 31, 2026 | Business Overview of entity | Details of investments/ intercorporate loans/ fund-raising activities undertaken during FY26 and up to the date of this report, if any | Annual Financial performance of the entity |
| 1. Sunrise Mentors Pvt. Ltd. (Sunrise) | Subsidiary. The Companys stake in Sunrise is 54.64% including 1.37% stake through its wholly-owned subsidiary, SIHL. | Sunrise is engaged in the business of providing online education and operates an e-learning platform Coding Ninjas. | Nil | Total Comprehensive lncome/(loss): For FY26- Rs.(135.40) Million For FY25 - Rs.(299.60) Million |
| Net profit after tax/(loss): For FY26- Rs.(133.57) Million For FY25- Rs.(300.65) Million |
The Companys investment made through Allcheckdeals India Private Limited (ACD), its wholly-owned subsidiary, in 4B Networks Private Limited (Broker Network), was fully impaired in FY23. The matter continues to be the subject of arbitration, insolvency, investigative, and other legal proceedings, including related proceedings before the Honble Delhi High Court and the National Company Law Tribunal, Mumbai.
B. UNLISTED INVESTEE COMPANIES
| Name of the entity | Relationship with the Company (Subsidiary/ Joint Venture/ Associate/lnvestee Company) | Business Overview of entity | Details of Investments/lnter-corporate loans/ fund-raising actlvltles/dlvestments undertaken by the Company and/or Its subsidiaries In respect of the entity during FY26 and up to the date of this report, If any |
| 1 Metis Eduventures Pvt. Ltd. (Adda247) | Associate Company | Adda247 provides online learning solutions for government job examinations, entrance tests and other competitive examinations. Through its digital platforms, including the Adda247 mobile application, Adda247 YouTube channel, BankersAdda, SSCAdda, TeachersAdda and Career Power, the company offers live classes, video courses, mock tests, e-books and other learning resources to students across India. | The Company as on March 31,2026, has invested an aggregate amount of f 1,441.88 Million and holds a stake of 25.88% in Adda247. |
| 2 Terralytics Analysis Pvt. Ltd. (Terralytics) | Associate Company | Terralytics is engaged in the business of developing real estate intelligence and analytics platform for sale to banks, developers, consulting firms, etc. for diligence, information and other purposes. | The Company as on March 31,2026, has invested an aggregate amount of Rs.86.98 Million and holds a stake of 23.03% in Terralytics. |
| During the year under review, Terralytics has availed an inter-corporate loan of Rs.15 Million from SIHL. Subsequent to the end of the year, SIHL agreed to extend the repayment tenure of the aforesaid inter-corporate loan by a further period of 6 (six) months. | |||
| 3 NoPaperForms Solutions Limited (NoPaper Forms) | Associate Company | NoPaperForms provides a comprehensive suite of Al-powered vertical software-as-a- service and embedded payments platform that have been built exclusively for the education industry. Its two flagship products form the core of its platform: Meritto and Collexo. Meritto operates as a central operating system for the whole enrollment journey, providing the software platform to enable institutions to orchestrate, optimise and automate every student touch point in the student experience. Collexo is an embedded payments platform which operates as a unified suite for fee collections and payments. Collexo complements the enrollment journey by providing an institution-wide platform for managing fee collections and financial interactions with students. On top of this foundation, the Company has its agentic Al layer "Mio Al", which introduces intelligent, autonomous and semi-autonomous agents across the institutional processes. | During the year under review, the Board of Directors of the Company approved the proposed partial divestment of the stake held in NoPaperForms, through SIHL, as part of the proposed initial public offering process of NoPaperForms, such that SIHLs aggregate holding in NoPaperForms is reduced to below 25% of the total paid up capital of NoPaperForms, upon successful completion of its proposed initial public offering. |
| The Company as on March 31,2026, through SIHL has invested an aggregate amount of about Rs.336.64 Million and holds a stake of 47.90% in NoPaperForms. | |||
| 4 Agstack Technologies Pvt. Ltd. (Gramophone) | Gramophone transitioned from an Associate Company to a Subsidiary Company for a limited period during FY26, as detailed on Page No. 156 of this Report. | Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app Gramophone) for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform. | During FY26, the Company, through SIHL, divested its entire shareholding in Gramophone (50.94% on a fully diluted basis) to Unnati in exchange for preference shares representing 15.75% of Unnati on a fully diluted basis. Consequently, Gramophone ceased to be a subsidiary of the Company. |
| 5 Akshamaala Solutions Pvt. Ltd. (Unnati) | Associate Company | Unnati isengaged inthe business of digital agri distribution, aggregation and financing to agriculture sector. | During FY26, Unnati acquired the entire shareholding in Gramophone held by the Company through SIHL in consideration for issuance of preference shares representing 15.75% of Unnati on a fully diluted basis. |
| It is a frntech based agri platform which aims to minimise the risks in farming and ensures much-needed transparency, in the farming business. | |||
| Further, the Company, through SIHL had invested about ?350 Million in Unnati by way of subscription to preference shares taking the aggregate shareholding of SIHL in Unnati to 20.25%. | |||
| Consequently, Unnati became an Associate of the Company. | |||
| The Company as on March 31,2026, through its wholly-owned subsidiary, SIHL holds a stake of 20.25% in Unnati. | |||
| 6 Shop Kirana E Trading Pvt. Ltd. (Shopkirana) | Associate Company | 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 efficient 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. | The Company as on March 31,2026, through its wholly-owned subsidiary, SIHL, has invested an aggregate amount of ?1,271.72 Million for a stake of 26.14% in Shopkirana. |
| Further, as detailed on Page No. 157 of this Report, SIHL agreed to transfer its entire shareholding in Shopkirana, aggregating to 26.14% to TIPL in consideration of preference shares of TIPL aggregating to 2.021%, subject to completion of various conditions as per the definitive agreements and subject to clearance from the authorized dealer bank. | |||
| 7 Greytip Software Pvt. Ltd. (Greytip) | Investee Company | Greytip is an FIR and Payroll SaaS company focused on serving SME customers in India and abroad. Their software solutions cover all areas, including employee information management, leave and attendance management, payroll, expense claims and more. They enable companies in their digital transformation by streamlining FIR operations, increasing productivity and by enhancing employee experience. | The Company as on March 31,2026, has invested aggregate amount of about ?650 Million and holds a stake of 18.70% in Greytip. |
| 8 Llama Logisol Pvt. Ltd. (Shipsy) | Associate Company | Shipsys vision is to digitalize the entire logistics ecosystem. It has launched the platform for Exporters and Importers to manage their vendors for Price Procurement, Shipment Execution and end to end container tracking. The product is designed to empower exporters and importers to digitalize their operations and bring about significant time and cost savings. | The Company as on March 31,2026 through its wholly-owned subsidiary, SIHL, has invested an aggregate amount of ?683.87 Million and holds a stake of 22.55% on a fully converted and diluted basis in Shipsy. |
| 9 VLCC Healthcare Ltd. (VLCC) | Investee Company | VLCC founded as a beauty and slimming services centre, is today widely recognized for its comprehensive portfolio of beauty and wellness products and services which enjoys a high level of consumer trust. It manages one of the largest chains of Slimming, Beauty & Fitness centers across Asia and operates as one of Asias largest networks of vocational education academies in Beauty & Nutrition. | The Company as on March 31,2026, through its wholly-owned subsidiary, SIHL, holds a stake of 1.24% in VLCC. |
| 10 Genoscope Pvt. Ltd. (Genoscope) | Investee Company | Genoscope is engaged in medical and clinical research, diagnostics, and healthcare innovation, with a focus on disease prevention, diagnosis, and treatment, as well as the development of healthcare facilities and medical technologies. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.69.99 Million in Genoscope. |
| The Company as on March 31,2026, through Redstart, holds a stake of 16.80% in Genoscope. | |||
| 11 Sploot Pvt. Ltd. (Sploot) | Associate Company | Sploot is engaged in the business of providing products and services to pet parents with respect to the pets health, behaviour and nutrition through content and app-based help. This includes organization of pets medical records, everyday tasks and access to professionals and services. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.20 Million in Sploot. |
| The Company as on March 31,2026, through Redstart, has invested an aggregate amount of about Rs.139.47 Million and holds a stake of 31.90% in Sploot. | |||
| 12 Crisp Analytics Pvt. Ltd. (Lumiq) | Investee Company | Lumiq provides an Al based data platform catering to Banks, Insurance companies, NBFCs and other BFSI clients. Their product uses a layer of data adaptors which captures data across workflows creating a data lake which acts as a single source of truth for their clients. They also provide their own data storage and have proprietary Al engine using which they have built various products on top of it like smart underwriting, collection analytics, omnichannel customer experience management among others. It also acts like a PaaS as many of their clients choose to build their own modules on top of their data platform. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.26.98 Million and holds a stake of 2.50% in Lumiq. |
| 13 Unboxrobotics Labs Pvt. Ltd. (Unbox Robotics) | Investee Company | Unbox Robotics is a leading supply chain robotics technology company, specialising in robotics-based fulfilment and distribution technology for small to large e-commerce, retail and logistics enterprises. Unbox Robotics cutting edge technology solutions accelerates the parcel sortation and order fulfilment to facilitate efficient express logistics operations delivering seamless end customer experience. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.468.13 Million in Unbox Robotics. |
| The Company as on March 31,2026, through Redstart, has invested an aggregate amount of Rs.584.31 Million and holds a stake of 9.29% in Unbox Robotics. | |||
| 14 BrainSight Technology Pvt. Ltd. (BrainSight) | Investee Company | BrainSight is engaged in the business of facilitating the discovery of holistic reporting built with imaging modalities such as fMRI, sMRI and digital phenotypes processed through Al powered platform developed by the company. | The Company as on March 31,2026, through Redstart, has invested an aggregate amount of Rs.50.84 Million and holds a stake of 5.27% in BrainSight. |
| BrainSight is creating an advanced suite of neuroinformatics, which combines 3D visualization, 3D modeling, Al and advanced imaging modalities like resting- state fMRI with other modalities, to offer a comprehensive picture of the brain. | |||
| 15 String Bio Pvt. Ltd. (String Bio) | Investee Company | String Bio is engaged in the business of developing, manufacturing and selling of value added products from biological processes, including but not limited to developing, manufacturing, marketing and selling of feed protein, human protein, carotenoids, acetic acid, lactic acid, succinic acid or any other products by applying the technology (SIMP platform) of converting the organic waste, biogas, methane using recombinant methanotrophic bacteria, microorganisms and processes for fermentation and purification of value added products from gaseous substrates. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.165 Million and holds a stake of 0.93% in String Bio. |
| 16 Attentive Al Solutions Pvt. Ltd. (Attentive Al) | Investee Company | Attentive Al is a deep learning company that applies machine learning computer vision algorithms on satellite imagery to generate business insights useful for insurance, navigation, landscaping and other industries. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.37.10 Million and holds a stake of 6.01% in Attentive Al. |
| Subsequent to the end of the year under review, Attentive Al converted 177 Series Seed Compulsorily Convertible Preference Shares (COPS) and 139 Series Seed-2 COPS, held by Redstart, into 316 equity shares of Attentive Al. | |||
| 17 Attentive OS Pvt. Ltd. (Attentive OS) | Investee Company | Attentive OS is a wholly-owned subsidiary of Attentive Inc., US and it is engaged in providing software development support to Attentive Inc., US. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.0.01 Million and holds a stake of 6.16% in Attentive OS. |
| Redstart has invested in the US entity of Attentive OS Pvt. Ltd. and had the right to invest in the Indian entity under the executed Transaction documents, pursuant to which Attentive Al had restructured the business and issued shares to Redstart in the Indian entity namely, Attentive OS. | |||
| 18 Skylark Drones Pvt. Ltd. (Skylark) | Investee Company | Skylark is engaged in the business of providing worksite intelligence (including data such as site conditions and/or data analytics) (on platform developed by the Company) to its customers of data collected by it and any other business that the Company undertakes in the future as permitted by its charter documents. | The Company as on March 31,2026, through Redstart, has invested an aggregate amount of Rs.12 Million and holds a stake of 1.13% in Skylark. |
| 19 RAY IOT Solutions Inc. (Ray IOT) | Investee Company | Ray IOT develops a non-contact breathing and sleep tracker for babies. Raybaby analyzes and relays a host of information about your babys health through an app called Smart Journal. Ray IOT has created the first and only non-contact wellness and sleep tracker. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.56.01 Million and holds a stake of 12.63% in Ray IOT. |
| 20 Psila Tech Pte. Ltd. (Psila) | Investee Company | Psila is engaged in building a platform for discovering and understanding crypto and allied assets, community led social trading through integration with crypto exchanges. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.57.30 Million and holds a stake of 13.38% in Psila. |
| 21 Vyuti Systems Pvt. Ltd. (Vyuti) | Investee Company | Vyuti is engaged in business of designing, developing, manufacturing, selling and servicing of hardware and software solutions based on machine vision technology that enables industrial robotic arms in auto component and OEM manufacturing sectors, to universally pick, orient and place rigid objects from random orientations. | The Company as on March 31,2026, through Redstart, has invested an aggregate amount of about Rs.102.50 Million and holds a stake of 5.06% in Vyuti. |
| 22 Ubifly Technologies Pvt. Ltd. (Ubifly) | Investee Company | Ubifly is engaged in the business of development and commercialization of aerial vehicles and related technologies. | The Company as on March 31,2026, through Redstart, has invested an aggregate amount of about Rs.128.42 Million and holds a stake of 4.06% in Ubifly. |
| 23 SkyServe INC. (Skyserve) | Investee Company | SkyServe is an Insights-as-a-Service platform enabling satellite-based edge computed insights for core industries and solution providers to scale faster and affordably. It feeds sensor data to the models deployed on the edge and facilitates timely predictions. SkyServe is expanding its offerings across satellite constellations and sensing systems to get global coverage and richer, real time insights for the businesses. | The Company as on March 31,2026, through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.42.06 Million and holds a stake of 5.55% in SkyServe. |
| 24 Aina Computers, INC. (Aina) | Investee Company | Aina is in the business of designing Al-native hardware peripherals that sit between the human and the computer or phone. The company builds physical devices whose functions are not fixed but dynamically reshape based on what the user is doing: sensing the active application, learning frequent workflows, and mapping the right action to the right moment without manual programming. They aim to replace or augment the phone-touchscreen and keyboard-and-mouse paradigm with context-aware, ML-powered input devices. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of about Rs.183.08 Million in Aina. |
| The Company as on March 31,2026, through Redstart, holds a stake of 9.30% in Aina. | |||
| 25 Bharat Semi Systems Pvt. Ltd. (Bharat Semi) | Investee Company | Bharat Semi is Indias first home-grown integrated semiconductor device manufacturer. It aims to establish a Compound Semiconductor Fabrication Unit for manufacturing advanced compound semiconductor products tailored for strategic sectors including defence, telecommunications, automotive, and industrial applications. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.260.98 Million in Bharat Semi. |
| The Company as on March 31,2026, through Redstart, holds a stake of 3.69% in Bharat Semi. | |||
| It is committed to developing an end-to-end indigenous semiconductor supply chain with a focus on high-performance devices and self-reliant innovation in Indias deep- tech ecosystem. | |||
| 26 Nexstem India Pvt. Ltd. (Nexstem) | Investee Company | Nexstem is a technology company that creates BrainComputer Interface (BCI) solutions that help people interact with technology using their brain signals. | During the year under review, the Company through its wholly-owned subsidiary, Redstart, has invested an aggregate amount of Rs.43.20 Million in Nexstem. The Company as on March 31,2026, through Redstart, holds a stake of 5% in Nexstem. |
Notes:
1. The above table doesnt include the investments that have been impaired over the years and have been reported in the financial results from time to time.
2. During the year, AarogyaAl Innovations Pvt. Ltd., an investee company in which Redstart, a wholly-owned subsidiary of the Company, held a stake of 4.17%, was struck-off by the Ministry of Corporate Affairs.
C: LISTED INVESTEE COMPANIES
As on March 31, 2026, the Company holds investments in the following listed entities:
1. Eternal Ltd. (formerly known as Zomato Ltd.): As on
March 31, 2026, the Company holds an aggregate stake of 12.43% in Eternal Ltd., comprising 12.38% held directly and 0.05% held through NISL.
2. PB Fintech Ltd.: As on March 31,2026, the Company holds an aggregate stake of 12.12% in PB Fintech, comprising 6.31% held directly, 1.83% through SIHL and 3.98% through DISL.
The aforesaid Investee Company(ies), including the companies that became part of the portfolio during the year (except Lumiq, Unbox Robotics, BrainSight, String Bio, Attentive Al, Skylark, Ray loT, Psila, Vyuti, Ubifly, Attentive OS, SkyServe, Nexstem, VLCC, Aina, Bharat Semi, Genoscope and other listed investee companies), achieved an aggregate revenue of Rs.5,828.53 Million as against Rs.11,837.53 Million during the previous financial year. The aggregate operating PBT level loss was Rs.1,336.71 Million as compared to Rs.3,168.58 Million during the previous financial year.
The above companies are treated as Associate Company/ Joint Ventures, 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 Affairs.
Contributions made to Alternative Investment Funds
As part of its financial investment strategy, the Company established Info Edge Venture Fund (IEVF) in FY20, a trust registered with the Securities and Exchange Board of India (SEBI) as a Category II Alternative Investment Fund under the SEBI (Alternative Investment Funds) Regulations, 2012 (AIF Regulations), with IE Venture Fund I (IEVF I) as its maiden scheme, focused on investments in technology and technology-enabled entities.
IEVF I was launched with a corpus of Rs.7,575 Million, with the Company and its wholly-owned subsidiaries committing approximately Rs.3,800 Million and MacRitchie Investments Pte. Limited [an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited] committing Rs.3,750 Million.
In FY23, a second scheme, IE Venture Fund Follow-on I (IEVF Follow-on Fund), was added to IEVF to provide follow-on capital to portfolio companies of IEVF I. Concurrently, the Company established two additional AIF trusts — Info Edge Capital (IEC) and Capital 2B (C2B) — each as a Category II AIF under the AIF Regulations. IEC launched IE Venture Investment Fund II (IEVI Fund II) with a corpus of Rs.12,716.3 Million, which continues to invest in technology and technology-enabled entities, and C2B launched Capital 2B Fund I (C2B Fund) with a corpus of Rs.6,378.1 Million, with a focus on deep-tech companies, as their respective schemes. The Company, along with its wholly-owned subsidiaries, committed Rs.5,675 Million and Rs.2,862.5 Million to IEVI Fund II and C2B Fund respectively. MacRitchie Investments Pte. Limited, admitted as a contributor in FY23, has committed Rs.5,625 Million and Rs.2,812.5 Million to IEVI Fund II and C2B Fund, respectively. Subsequently in FY24, DFOSG Pte. Ltd. (DFOSG) was added as a contributor and committed Rs.1,406.3 Million and Rs.703.1 Million to IEVI Fund II and C2B Fund, respectively.
In FY25, the Company established Karkardooma Trust (KT) as a Category II AIF under the AIF Regulations, under which IE Venture Investment Fund III, a scheme of Karkardooma Trust (Fund III) was launched with a target corpus of Rs.15,000 Million, and a greenshoe option of Rs.10,000 Million, to invest in technology and technology-enabled entities, with a particular focus on Artificial Intelligence and Al-enabled platforms. During FY26, shareholders approval was obtained to commit up to Rs.10,000 Million to Fund III. During FY 26 and until the date of this report, the wholly-owned subsidiaries of the Company committed Rs.10,000 Million, and Greenland INR Holdings LLC committed Rs.1,290 Million to Fund III.
During FY26, two further AIF trusts were established, namely B8 Trust (B8) and A88 Trust (A88), each registered as a Category II AIF under the AIF Regulations. During the year, B8 launched a scheme, B8 Fund I, with an objective to invest in growth-stage, tech-enabled companies in India, and A88 launched a scheme, A88 Fund I with an objective to invest in early-stage deep tech companies in India. The corpus of each of B8 Fund I and A88 Fund I is Rs.2,500 Million.
Smartweb, a wholly-owned subsidiary of the Company, serves as the Investment Manager and Sponsor to each of the AIFs and the respective schemes launched by such AIFs described in this section.
A summary of the commitments made by the Company and its wholly-owned subsidiaries and drawdowns across the AIF trusts and schemes as on March 31, 2026 and up to the date of this Report is provided below:
| Particulars | IEVF 1 | IEVF Follow- on Fund | IEVI Fund II | C2B Fund | Fund III | B8 Fund 1 | A88Fund 1 |
| Committed Fund Size | 7,575 | 7,560 | 12,716.3 | 6,378.1 | 11,340 | 2,500 | 2,500 |
| Commitment from the Company and its wholly-owned subsidiaries* | 3,800 | 3,800 | 5,675 | 2,862.5 | 10,000 | 2,500 | 2,500 |
| Drawdown (including through SIHL, SISL and Smartweb, wholly-owned subsidiaries) | 3,600 | 3,502.2 | 4,437.5 | 1,925 | 2,394 | 1,250 | 50 |
‘Includes commitment made by the Company directly and through its wholly-owned subsidiaries, namely SIHL, SISL and Smartweb.
The fund-wise and entity-wise contributions made during the year under review and upto the date of this report are set out below:
| Entity | IEVF 1 | IEVF Follow- on Fund | IEVI Fund II | C2B Fund | Fund III | B8Fund 1 | A88Fund 1 |
| Info Edge (India) Limited | 0.0 | 223.7 | 0.0 | 166.8 | NA | 1,200.0 | 0.0 |
| SIHL | 0.0 | 158.5 | 1,290.0 | 440.7 | NA | NA | NA |
| SISL | 0.0 | NA | NA | NA | 2,344 | NA | NA |
| Smartweb | 0.0 | 0.0 | 0.0 | 0.0 | 50.0 | 50.0 | 50.0 |
Notes:
1. All contributions were made by way of acquisition of Class A Units, except contributions by Smartweb which were made by way of acquisition of Class B1 Units (being sponsor units).
2. NA indicates that the relevant entity is not a contributor in that relevant AIF.
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 along with relevant Directors Report and Auditors Report thereon are available on our website www.infoedae.in These documents will also be available for inspection during business hours at the registered office and the corporate office of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During FY26, the Company invested (including outstanding inter-corporate loans), directly or indirectly, about Rs.1,602.67 Million into the aforesaid investee companies. This excludes investments made in AIFs directly or indirectly.
Further, particulars of all investments, loans and guaranties, if any, are provided in notes to the financial statements forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on Companys website at www.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 related party transactions. This policy also specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. During the year, the Policy was reviewed and amended by the Board to align it with the amendments to the Listing Regulations and the applicable Industry Standards on Related Party Transactions.
All related party transactions are periodically 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 arms length basis and such transactions are reviewed by the Audit Committee on quarterly basis.
During the year under review, pursuant to Regulation 23 of the Listing Regulations and in line with the approvals obtained from the Members of the Company through postal ballot process(es) conducted in April 2022 and May 2025, the Company has entered into material related party transactions, directly and/or through its wholly- owned subsidiaries, with IEVF, IEC, C2B and KT, trusts registered as Category II AIFs underthe AIF Regulations, and their respective schemes, as defined hereinabove, and related parties of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, in relation to subscription to and/or purchase of units thereof.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 ofthe Act in the prescribed Form AOC-2 are given in Annexure II.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements ofthe Company relates and the date ofthe 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:
• In the nature of Companys business;
• In the Companys subsidiaries or in the nature of business carried out by them; and
• In the classes of business in which the Company has an interest.
FUTURE OUTLOOK
The Company remains confident in its growth opportunities across its businesses, supported by increasing digital adoption, evolving consumer preferences, growing internet penetration and the continued formalisation of the Indian economy. The Companys portfolio of market- leading internet platforms, strong brands, technology capabilities and prudent capital allocation approach position it well to capitalize on these opportunities.
In the recruitment business, the Company will continue to strengthen its leadership position through investments in technology, Al, product innovation and customer engagement. The continued expansion of Global Capability Centres (GCCs), increasing demand for specialised talent, deeper penetration into Tier II and Tier III markets and the growing adoption of digital hiring platforms are expected to support long-term growth. The Company remains focused on expanding across the Premium, Mid-Segment and value hiring markets through platforms such as Naukri, iimjobs, Hirist, and Job Hai, while evolving Naukri from a recruitment marketplace into a comprehensive talent solutions platform through talent sourcing automation, talent intelligence and candidate- engagement capabilities. The Company also intends to develop new monetisation streams, including its agentic Al recruitment offering (Al-Rex) and data products (Talent Pulse and Executive Intelligence), while deepening jobseeker engagement through its B2C offerings and strengthening its geographic presence in the Gulf markets by growing NaukriGulf.
In the real estate business, the Company expects to benefit from the long-term growth of Indias real estate sector, supported by urbanisation, infrastructure development, increasing home ownership aspirations and growing adoption of digital platforms for property discovery and lead generation. With key operating indicators moving in the right direction, gains in supply, traffic and enquiries provide the foundation for accelerated revenue growth, which — given the platforms inherent operating leverage — is expected to support margin improvement as the business scales and as Al improves operational efficiency. The Company remains focused on strengthening user engagement, enhancing product offerings and improving monetisation across 99acres, with expanding its market share in the new projects segment.
In the matchmaking business, the Companys focus is anchored on three priorities: improving user experience through advanced Al-led matching, strengthening spam- prevention measures, and improving monetisation across both platforms. Jeevansathi aims to solidify its dominant position in Hindi-speaking markets while optimising marketing efficiency, and Aisle remains focused on product-led improvements and deeper regional matchmaking Together, the two serve a broad spectrum of users, from serious dating to formal matrimony. The strategic focus is to sustain high revenue growth while maintaining a disciplined investment approach that keeps the portfolio at or near breakeven and contribute to longterm cash flow generation.
Shikshas strategic priorities for the coming year focus on completing its pivot from education related content discovery to a comprehensive counselling and marketing services proposition, capitalising on the sustained expansion of private universities and colleges in India, and diversifying the study abroad business towards emerging destinations that better align with changing student preferences. Through these initiatives, the business aims to position itself for substantial future growth while maintaining a focus on capital efficiency and improved cash generation.
The Company will also continue to support innovation through its investments in technology-led businesses and alternative investment funds, while maintaining a disciplined approach towards capital allocation and risk management. Backed by a strong balance sheet, market leadership across key businesses and a culture of innovation and entrepreneurship, the Company remains well positioned to deliver sustainable growth and create long-term value for all stakeholders.
3. CORPORATE GOVERNANCE
The Company consistently prioritizes managing its affairs with diligence, transparency, responsibility and accountability, thereby upholding the principle that an organizations corporate governance philosophy is intrinsically linked to high performance. The Company understands and respects its fiduciary responsibilities towards its stakeholders and society at large and strives to serve their interests, thereby creating sustainable value for all stakeholders.
In terms of Regulation 34 of the Listing Regulations, a separate section on Corporate Governance with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekaran 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 Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations 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 19 (nineteen) times during the year under review. The meetings of the Board were held on April 14, 2025, April 18, 2025, May 27, 2025, July 8, 2025, July 18, 2025, August 8, 2025, August 19, 2025, September 13, 2025, September 19, 2025, October 1, 2025, November 3, 2025, November 6,
2025, November 12, 2025, December 12, 2025, January 3,
2026, January 27, 2026, February 13, 2026, February 26, 2026 and March 27, 2026. The details of the meetings of the Board, its Committees and Independent Directors are provided in the Report on Corporate Governance forming part of this Annual Report.
BOARD COMMITTEES
The Company has constituted various Committees of the Board to facilitate effective governance, focused oversight and compliance with applicable laws and regulations.
As on March 31, 2026, the Board has 7 (seven) Committees, namely, Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & Remuneration Committee, Committee of Executive Directors and Business Responsibility & Sustainability Reporting Committee.
During the year under review, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committees of the Board held during the year are provided in the Report on Corporate Governance forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and adopted a Whistle Blower policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud, actual or potential violation of applicable laws, Company policies or the Companys Code of Ethics & Conduct or ethics policy, including actual or suspected leak of unpublished price sensitive information. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. Further, the details of the Whistle Blower Mechanism are provided in the Report on Corporate Governance forming part of this Report, and the Whistle Blower Policy is available on the Companys website at www.infoedge.in/lnvestorRelations/ CorporateGovernance WBP
The Company hereby affirms that no Director or Employee was denied access to the Chairperson of the Audit Committee. During the year, 2 (two) whistle blower complaints were received through the said mechanism which were duly investigated and resolved during the year under review.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in compliance with the Listing Regulations and applicable provisions of the Act, which, inter alia, lays down procedures for risk assessment and risk mitigation. The Company has an effective risk management framework, overseen by the Board of Directors, for identifying, assessing, mitigating, monitoring, reporting and reviewing key risks that may impact the achievement of the Companys objectives or threaten its business operations.
The Board is responsible for reviewing and approving the risk management framework, processes and guidelines established and maintained by the Company. To further strengthen and streamline risk assessment and mitigation processes, the Board has constituted a Board-level Risk Management Committee (RMC). The RMC is responsible for monitoring and reviewing the risk management framework and ensuring its effectiveness.
The Risk Management Policy and the Charter of the RMC are reviewed and updated by the Board from time to time, as considered necessary, based on the recommendations of the RMC. The detailed terms of reference of the RMC are provided in the Report on Corporate Governance forming part of this Annual Report.
As per the Companys Risk Management Policy, the Companys Risk Management Process encompasses the identification, categorization and assessment of risks, implementation and monitoring of mitigation measures, risk reporting and disclosures and the integration of risk management considerations into the Companys strategy and business plans. The key risks identified across the Companys businesses and functions are systematically assessed and addressed through appropriate mitigation measures on an ongoing basis.
INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company, has audited the financial statements included in this Annual Report, and as part of their audit, has issued their report on the Companys internal financial controls (as defined in Section 143 of the Act), on the effectiveness of our internal financial controls with reference to Standalone and Consolidated Financial Statement of the Company as at March 31, 2026. The Auditors have confirmed that the Company has, in all material respects, adequate internal financial controls with reference to the Standalone and Consolidated Financial Statements and that such controls were operating effectively as at March 31,2026.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS
During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during the FY26.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any one-time settlement, therefore, the above disclosure is not applicable.
ANNUAL RETURN
As required by Section 92(3) read with Section 134(3) (a) of the Act, and the rules made thereunder, the Annual Return of the Company for the financial year ended March 31, 2026, is available on the website of the Company at www.infoedae.in/lnvestorRelations/IR Annual Return.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company believes that a strong and effective Board is essential for fostering a culture of leadership, providing long-term vision, and strengthening the quality of governance.
During the year under review, the Members of the Company in the AGM held on August 25, 2025, on the recommendation of the Nomination and Remuneration Committee and Board of Directors approved the re-appointment of Mr. Sanjeev Bikhchandani (DIN: 00065640) as the Executive Vice Chairman & Whole-time Director, not liable to retire by rotation, for another period of 5 (five) consecutive years, with effect from April 27, 2026 to April 26, 2031 (both days inclusive).
Further, at the aforesaid AGM, the Members have also approved the re-appointment of Mr. Hitesh Oberoi (DIN: 01189953) as the Managing Director & Chief Executive Officer, liable to retire by rotation, for another period of 5 (five) consecutive years, with effect from April 27, 2026 to April 26, 2031 (both days inclusive).
During the year, Ms. Aruna Sundararajan (DIN: 03523267) tendered her resignation and consequently, ceased to be the Non-Executive Independent Director of the Company with effect from October 12, 2025.
Further, Mr. Chintan Thakkar (DIN: 00678173) tendered his resignation and ceased to be the Whole-Time Director & Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours on November 19, 2025. Further, Mr. Ambarish
Raghuvanshi was appointed as Interim Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. November 20, 2025.
Thereafter, Mr. Arindam Kumar Bhattacharya (DIN: 01570746) tendered his resignation and consequently, ceased to be the Non-Executive Independent Director of the Company with effect from the close of business hours on January 15, 2026.
Further, during the year, Mr. Pawan Goyal, Whole-time Director & CBO-Naukri (DIN: 07614990), tendered his resignation on March 31, 2026, and consequently, shall cease to be the Director and Key Managerial Personnel of the Company with effect from the close of business hours on May 31, 2026.
The Board of Directors of the Company placed on record its appreciation forthe valuable contribution and guidance provided by the aforementioned directors during their association with the Company.
KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed thereunder:
1. Mr. Sanjeev Bikhchandani, Founder & Executive Vice Chairman;
2. Mr. Hitesh Oberoi, Managing Director & Chief Executive Officer;
3. Mr. Pawan Goyal, Whole-time Director & Chief Business Officer-Naukri;
4. Mr. Ambarish Raghuvanshi, Interim Chief Financial Officer; and
5. Ms. Jaya Bhatia, Company Secretary & Compliance Officer.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act read with Article 48 of the Articles of Association of the Company, Mr. Kapil Kapoor, Non-Executive Director & Chairman, (DIN: 00178966) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office fortheir respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the
Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed their respective registration with the Indian Institute of Corporate Affairs (llCA) database.
Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, expertise and experience (including the proficiency) and are persons of high integrity and repute. Matrix of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report part of this Annual Report.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, Code of Conduct, nature of the industry in which the Company operates, business model, etc. They are given full opportunity to interact with senior management personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.
The details of the familiarization programme are explained in the Corporate Governance which forms part of this Annual Report. The same is also available on the website of the Company and can be accessed by web link www.infoedge.in/pdfs/Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors, Board of Directors, Committee and Individual Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspects of the functioning of Board and its Committees.
Further, in terms of Regulation 25(4) of the Listing Regulations and Schedule IV of the Act, Independent
Directors also evaluated the performance of Non- Independent Directors, Chairperson and Board as a whole at separate meeting(s) of Independent Directors.
Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent Directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas/planning and compliances with all policies of the Company.
The Board of Directors had expressed their satisfaction to the overall evaluation process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the Listing Regulations, 2 (two) meetings of Independent Directors were held during the year i.e. on May 27, 2025 and November 3, 2025, without the attendance of Executive Directors and Members of Management.
In addition, the Company encourages periodic separate meetings of the Independent Directors and facilitates interactions with the Managementto keepthem informed of key business developments, strategic initiatives and other significant matters. During such interactions, the Executive Directors and senior members of the Management make presentations on relevant business, operational and governance matters.
4. AUDITORS AND AUDITOR S REPORT
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Act, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), pursuant to the approval of the Members, were re-appointed as Statutory Auditors of the Company, to hold office for the second term of 5 (five) consecutive years from the conclusion of the 27th AGM, held on August 26, 2022, till the conclusion of the 32nd AGM of the Company.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
In terms of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), a peer reviewed firm, pursuant to the approval of the Members, were appointed as the Secretarial Auditors of the Company for a term of up to 5 (five) consecutive years, for carrying out the Secretarial Audit of the period covering the financial years from FY26 to FY30.
In view of the above, M/s Chandrasekaran Associates, Company Secretaries had undertaken the Secretarial Audit of the Company for financial year ended March 31, 2026. Their report is reviewed by the Audit Committee and the Board on a quarterly basis.
The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure III. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee on a quarterly basis.
MAINTAINANCE OF COST RECORDS
The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, M/s. S. R. Batliboi & Co., LLP , Statutory Auditors, filed a report under Section 143(12) of the Act in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government in respect of allegations against certain employees of the Companys 99acres business segment for violation of the Companys policies, involving an amount aggregating to Rs.159.80 Million pertaining to multiple years. The matter has been appropriately reported in Note no. 38 to the Standalone Financial Statements.
Pursuant to the provisions of Section 143(12) of the Act, other than the matter reported by the Statutory Auditors and disclosed hereinabove, no other incident of fraud was reported by the Statutory Auditors to the Audit Committee during the year under review. Further, the Secretarial Auditors did not report any incident of fraud to the Audit Committee during the year under review.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the Company, CSR means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companys business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Policy of the Company outlines the Companys philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of the Company. The CSR Committee also formulates and recommends to the Board of the Company, CSR annual action plan in pursuance to its Policy. The composition of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report. The CSR Policy of the Company is available on the Companys website at www.infoedge.in/pdfs/CSR-Policy.pdf.
CSR FUNDS ALLOCATED
A snapshot of the geography-wise and sector-wise spread of the causes, entities and the kind of themes supported by the Company is given below:
CSR PROJECTS FUNDED IN FY26
Info Edges CSR policy mainly focuses on supporting organizations that are making impactful interventions at various stages across the education and employability spectrum. The details of the CSR Projects supported by the Company during the year are available on the Companys website at www.infoedae.in/pdfs/CSR- Projects-FY2025-26.pdf
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is set out as Annexure IV to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuantto Regulation 34(2)(f) of the Listing Regulations and related Circulars issued by SEBI, the Company has provided the Business Responsibility and Sustainability Report (BRSR) for FY26 in the format as specified by SEBI which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.
Further, Independent Reasonable Assurance on the BRSR Core Indicators in the BRSR for FY26 has been provided by SGS India Pvt. Ltd. (SGS). The scope and basis of assurance have been described in the Independent Reasonable Assurance Statement issued by SGS which forms part of the BRSR.
In terms of Listing Regulations, a separate section on BRSR with a detailed compliance report forms part of this Annual Report and is given in Annexure V to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VI to the Directors Report. The particulars regarding foreign exchange earnings and expenditure are furnished below:
| Particulars | FY26 | FY25 |
| Foreign exchange earnings | ||
| Revenue | 1,962.68 | 1,673.00 |
| Total inflow | 1,962.68 | 1,673.00 |
| Foreign exchange outflow | ||
| Internet & Server Charges | 1.27 | 0.20 |
| Advertising & Promotion Cost | 52.21 | 37.70 |
| Foreign Branch Expenses | 301.37 | 288.83 |
| Others | 42.77 | 24.45 |
| Total Outflow | 397.62 | 351.18 |
| Net Foreign exchange inflow | 1,565.06 | 1,321.82 |
GREEN INITIATIVE
The Company has implemented the Green Initiative to enable electronic delivery of notice/documents/annual reports to Members.
Further, the Ministry of Corporate Affairs, Government of India (MCA) and SEBI through their relevant circulars, issued from time to time, have permitted the companies to conduct their extra-ordinary general meeting (EGM)/ AGM through video conferencing or other audio-visual means. They have also granted relaxations to companies to issue/service notices and other reports/documents of AGM/EGM/Postal Ballots to its Members, only electronically, at their registered e-mail address(es).
Accordingly, in compliance with the aforementioned Circulars, Notice of the AGM along with the Annual Report FY26 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participant. Members may note that the Notice and Annual Report for FY26 will also be available on the Companys website www.infoedge. in. websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of e-voting agency i.e. National Securities Depository Limited (NSDL) www.evoting.nsdl. com. Further, Members are also entitled for getting the hard copy of the Notice along-with Annual Report upon making a request via e-mail to investors@naukri.com or to the RTA at investor.helpdesk@in.mpms.mufg.com
The Members of the Company are requested to send their request for registration of e-mails by following the procedure given below for the purpose of receiving the AGM Notice along-with Annual Report for FY26.
The Members holding shares in physical form may get their e-mail addresses registered/updated with RTA, by submitting Form ISR-1 and ISR-2 along with relevant documents with the Companys RTA which are available on their website at in.mpms.mufg.com -> Resources -> Downloads -> KYC -> Formats for KYC and on the website of the Company at: www.infoedge.in/lnvestorRelations/ Investor Services CS. To know more about registration process, please visit the website of RTA at web.in.mpms. mufg.com/KYC/index.html
It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant by following the procedure prescribed by the Depository Participant.
In case of any queries, Members may write to investor.helpdesk@in.mpms.mufg.com. under Help section or call on Tel no.: 011-49411000
Those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with their Depository Participants/RTA to enable servicing of communication and documents electronically. In case of any queries, Member may write either to the Company at investors@naukri.com or to the RTA at the e-mail address provided hereinabove.
Registering e-mail address will help in better communication between the Company and the Member, and most importantly will reduce use of paper, thereby contributing towards green environment.
The Company is providing e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the AGM Notice. This is pursuant to Section 108 of the Act read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.
6. HUMAN RESOURCES MANAGEMENT
The Company continues to be a people driven organization, pursuing businesses that thrive on strong human engagement. Believing in People forms the core of its human resource philosophy, and its approach to people management extends well beyond conventional boundaries of compensation, performance reviews and development. Through dedicated efforts in talent management, succession planning, robust performance management systems and comprehensive learning and training initiatives, the Company consistently endeavours to nurture and sustain inspiring, capable, and credible leadership across all levels and functions.
FY26 was a year of focused organisational strengthening, capability building and future-readiness across the Company. The Company maintained strong retention across core functions, with attrition remaining controlled despite elevated market demand in specialised areas such as Al and UX. Hiring remained calibrated and focused on critical capability areas including Product, Sales, Leadership, and Digital functions, with a significant push toward Al-native talent to accelerate the Companys Al-first transformation.
During the year, several restructuring interventions were undertaken by the Company, particularly across the Recruitment business. Naukri underwent strategic restructuring to enable sharper ownership and stronger category focus, with product organisations augmented with Al-first roles and leadership structures strengthened across iimjobs and allied verticals.
The Company continued to strengthen managerial and leadership capability through flagship interventions such as Catalyst, Head, and Momentum. These programs focused on enabling leaders and managers to navigate organizational complexity, drive alignment, manage change effectively, and strengthen execution capability across teams. Al capability building was a major focus through initiatives such as Al Accelerate, Alverse, and Build Your Own Agent (BYOA) workshops, enabling teams across functions to build proficiency in emerging Al tools, automation, and agentic Al applications.
The annual engagement survey, iSpeak 2025, reflected strong organisational culture with high scores across inclusion, ethics, and innovation. The Merit Awards recognised associates and teams for innovation, impact, and execution excellence, reinforcing a high- performance culture across the organization. The Company continued to invest in strengthening employee wellbeing, engagement and organizational connect through wellness initiatives, leadership interactions, townhalls, communication interventions and engagement platforms across businesses.
The Company remains committed to investing in its people as the foundation for sustainable, long-term business growth.
THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a work environment that ensures that every associate is treated with dignity and respect and has zero tolerance for sexual harassment at workplace. It has adopted a gender neutral Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has a robust framework in place for employees to report concerns with complete confidentiality, and all incidents are treated with utmost seriousness and addressed promptly in accordance with the Companys policies and applicable laws.
During the year under review, the Company focused on ongoing awareness of Policy on the Prevention of Sexual Harassment at its workplaces, and redressal mechanisms, through digital and on-site initiatives. Regular workshops for mid and senior managers, alongside sensitisation sessions at local offices, were conducted to foster awareness and reduce instances of sexual harassment at the workplace.
The Company has complied with the provision relating to the constitution of Internal Complaints Committee (1C Committee) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 1C Committee includes external member with relevant experience and majority of the members of the 1C Committee are women. Each complaint is duly investigated by the 1C Committee in accordance with the prescribed procedure, following which an appropriate decision is made. The role of the 1C Committee is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.
During FY26, the Company received 4 (four) complaints underthe aforesaid Act. All complaints were disposed of within the statutory timelines, and no complaint remained pending for more than ninety days. Further, no complaint was pending as on March 31, 2026.
175
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, framed under the Act forms part of this Report. However, pursuant to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by Members at the Registered Office of the Company.
COMPANYS POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Companys Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees has been explained in the Report on Corporate Governance section forming part of this Annual Report. Pursuant to the approval of the Board on May 22, 2026, the Remuneration Policy was amended to revise the commission payable to Independent Directors, with effect from April 1, 2026. The updated Remuneration policy of the Company is available on Companys website at www. infoedge.in/pdfs/Remuneration-Policy.pdf
MANAGERIAL REMUNERATION
The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director and KMPs in the financial year:
| Name of Director | Designation | % increase in remuneration in FY26 | Ratio of Remuneration of each Director/KMP to median remuneration of employees |
| Mr. Kapil Kapoor | Non-Executive Chairman | 78.95% | 3.24 |
| Mr. Sanjeev Bikhchandani | Promoter, Executive Vice-Chairman | 3.69% | 36.88 |
| Mr. Hitesh Oberoi | Promoter, Managing Director & CEO | 8.04% | 36.06 |
| Mr. Pawan Goyal | Whole Time Director & Chief Business Officer - Naukri | 27.16 | 50.58 |
| Mr. Chintan Thakkar* | Whole Time Director & CFO | Not Comparable** | 28.45 |
| Mr. Sanjiv Sachar | Independent Director | 156.37% | 7.92 |
| Mr. Ashish Gupta | Independent Director | 148% | 5.91 |
| Ms. Geeta Mathur | Independent Director | 98.52% | 6.39 |
| Ms. Aruna Sundararajan? | Independent Director | Not Comparable** | 5.53 |
| Mr. Arindam Kumar Bhattacharya4 * * * 8, | Independent Director | Not Comparable** | 6.29 |
| Mr. Ambarish Raghuvanshi% | Interim CFO | Not Comparable** | 16.79 |
| Ms. Jaya Bhatia | Company Secretary | 28.93% | 12.31 |
Notes:
1. Details of remuneration paid to the Directors during FY26 are disclosed in the Corporate Governance Report forming part of this Annual Report.
2. The Non-Executive and Independent Directors are paid sitting fees for attending meetings of the Board, Committees and Strategic Review Meetings. In addition, Independent Directors are entitled to a fixed annual commission in accordance with the Remuneration Policy ofthe Company. The increase in remuneration of Independent Directors during FY26 is primarily attributable to the fixed annual commission of Rs.33 lakh paid during the year, in accordance with the Remuneration Policy of the Company, and variations in the number of meetings held and attended during the year.
3. The remuneration paid to the Executive Directors and Key Managerial Personnel ofthe Company includes the amount of management bonus paid for the previous year.
4. Remuneration of Mr. Chintan Thakkar, Mr. Pawan Goyal and Ms. Jaya Bhatia considered for calculating the percentage increase in remuneration and/or ratio to median remuneration excludes employee share-based payments. Further, ex-gratia payment to Mr. Chintan Thakkar has also been excluded.
*Mr. Chintan Thakkar ceased to be the Whole-Time Director & CFO ofthe Company w.e.f. close of business hours on November 19,2025.
?>Ms. Aruna Sundararajan ceased to be the Independent Director ofthe Company w.e.f. October 12,2025.
&Mr. Arindam Bhattacharya ceased to be the Independent Director ofthe Company w.e.f. close of business hours on January 15,2026.
%Mr. Ambarish Raghuvanshi was appointed as Interim CFO ofthe Company w.e.f. November 20,2025.
"Percentage increase/decrease in remuneration is not reported as they were holding directorship/office for part of FY26 and/or they were appointed during FY26.
THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR
The percentage increase in the median remuneration of the employees of the Company during the financial year is 8.87% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY:
5,878
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION
The average increase in remuneration of employees other than managerial personnel in FY26 was around 10.40% in comparison with percentile increase in salaries of managerial personnel of around 17.21%. The remuneration of Mr. Ambarish Raghuvanshi, Interim CFO, who was appointed during FY26, has been considered for calculating the percentile increase in managerial remuneration.
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
The Companys ESOP schemes have been formulated to share long-term value with the employees and forms an integral part of a retention-oriented compensation program. These schemes help in achieving the dual objective of motivating high-impact talent and strengthening long-term retention, while aligning employees career aspirations with the Companys strategic goals. Additionally, by fostering a sense of ownership, ESOPs encourage employees to operate with greater focus, accountability, and commitment to driving sustainable business performance.
ESOP-2007 (MODIFIED IN JUNE 2009): This is a SEBI compliant ESOP scheme which was used to grant stock based compensation to our associates since 2007. This was approved by passing a special resolution in the EGM held in March 2007 which was further amended in June 2009 through approval of Members by Postal Ballot by introducing Stock Appreciation Rights (SAR)/Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. This scheme is not currently used by the Company to make fresh ESOP/SAR/RSU grants and all options granted under this Scheme have been either exercised or lapsed.
ESOP-2015: This Scheme was introduced by the Company to provide equity-based incentives to employees of the Company i.e. the Options granted underthe Scheme may be in the form of ESOPs/SAR/other Share based form of incentives. This Scheme originally provided for the grant of up to 4,000,000 Options exercisable into equity shares of the Company. Pursuant to the sub-division of equity shares of the Company undertaken during the year in the ratio of 1:5, the aforesaid limit stands adjusted to 20,000,000 Options. This scheme is currently used by the Company to make fresh ESOP/SAR/RSU grants.
The applicable disclosures as stipulated under Act read with the applicable Rules framed thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, with regard to the Employees Stock Options Scheme (ESOS) are available on the website of the Company at www.infoedge.in/pdfs/ESOPDisclosure FY26.pdf.
Certificate from M/s. Chandrasekaran Associates, Company Secretaries, with regard to the implementation of the Employee Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be available for inspection in electronic mode during the AGM.
The shares to which the Companys ESOP Scheme 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 demat accounts upon exercise of options vested in them.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF)
During the year, pursuant to Section 124 of the Act, the Final Dividend for FY18 and the 1st and 2nd Interim Dividends for FY19, aggregating to Rs.1,43,687/- (Rupees One Lakh Forty-Three Thousand Six Flundred and Eighty- Seven Only), which remained unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) of the Central Government.
Pursuant to Section 124(6) of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares on which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred to the IEPF. All consequential benefits accruing on such shares are also credited in the name of IEPF, while voting rights remain frozen until the rightful owner reclaims the shares. Members may reclaim such shares from the Investor Education and Protection Fund Authority (IEPFA), established by the Central Government to administer the IEPF, in accordance with the prescribed procedure. In pursuance of the aforesaid provisions, during FY26, 1,985 (One Thousand Nine Hundred and Eighty-Five) equity shares of the Company were transferred to the IEPFA.
During the year under review, dividend amounts declared by the Company pertaining to shares already transferred to IEPF, comprising the FY25 Final Dividend and the 1st and 2nd Interim Dividends for FY26, aggregating to Rs.3,84,700/- (Rupees Three Lakh Eighty-Four Thousand Seven Hundred Only), were also transferred to IEPF.
The relevant details of unclaimed/unpaid dividend and shares transferred to IEPFA are also available on the website of the Company at: www.infoedge.in/ InvestorRelations/IR Unpaid Unclaimed
7. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Act, 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 affairs of the Company as at March 31, 2026 and of the profit of the Company for that year;
c) the Directors have taken proper and sufficient 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 effectively;
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 effectively.
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
APPRECIATION
The Companys operational efficiency is driven by a strong culture of professionalism, creativity, integrity, focus on innovation and technology and continuous improvement across all functions and domains. This culture, combined with the strategic and effective utilization of the Companys resources has been pivotal in ensuring sustainable and profitable growth.
The Board places on record its sincere appreciation for the commitment, resilience and contributions of all employees across the Company. Their efforts have been instrumental in strengthening the Companys leadership position and driving its continued growth and success. Additionally, the Board also expresses gratitude to the Companys shareholders, customers, users, business partners, investee companies, bankers, regulators and other stakeholders for their continued trust, confidence and support. The Company remains committed to creating enduring value for all stakeholders while pursuing its long-term vision and growth objectives. We remain grateful for the trust and confidence placed in us and look forward to continued partnership and support from all our stakeholders.
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