Info Edge India : IEIL AGM Proceedings 26-08-2022

August 27, 2022

1. The Manager-Listing
   National Stock Exchange of India Limited (Scrip Code: NAUKRI)
2. The Manager-Listing BSE Limited
   (Scrip Code: 532777)

Sub.: Proceedings of 27th Annual General Meeting of Info Edge (India) Ltd.

Dear Sir/ Madam,

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), this is to inform you that the 27th Annual General Meeting (AGM) of the Company was held on August 26, 2022 at 05:30 P.M. (IST) through video conferencing (VC)/ other audio visual means (OAVM) facility provided by National Securities Depository Ltd. (NSDL). The AGM was held in compliance with Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 08, 2021, 21/2021 dated December 14, 2021 and 02/2022 dated May 05, 2022 (MCA Circulars) issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (hereinafter collectively referred to as Circulars) and other applicable provisions of the Companies Act, 2013 (the Act) read with rules made thereunder.

In terms of LODR, the Company also provided live webcast of the proceedings of the AGM on the NSDL website to the members of the Company.

The Summary of the Proceedings of the AGM is as given below:

1. Chorus Call Operator of the AGM, which has provided VC/OAVM platform through NSDL for convening virtual AGM, welcomed the Members attending the 27th AGM of the Company through VC/OAVM facility and apprised that for the smooth conduct of the Meeting, the Members will be in mute mode, and audio & video would be opened only for those Members who had pre-registered themselves as speaker at the AGM. After the announcement, Chorus Call Operator handed over the proceedings to Ms. Jaya Bhatia, Company Secretary and Compliance Officer of the Company.
2. The Company Secretary welcomed the Chairman and Board of Directors present in the AGM through VC/OAVM. Thereafter, she requested Mr. Kapil Kapoor-the Chairman of the Company & Chairman of Stakeholders' Relationship Committee, participating from New Delhi, to take the proceedings further.
3. The Chairman welcomed the fellow Board members, other stakeholders and dignitaries present in the AGM. He also apprised the Members present that in view of continuing COVID-19 pandemic and pursuant to Circulars issued by the MCA and SEBI, the AGM is being conducted through VC/OAVM and that the Company has made all efforts feasible under the current circumstances to enable the Members to participate in the AGM through VC/OAVM and vote electronically.
4. The Chairman introduced the Directors and officials participating in the AGM through VC/OAVM facility and confirmed the presence of Mr. Sanjeev Bikhchandani-Promoter & Executive Vice Chairman, participating from Noida, Mr. Hitesh Oberoi-Co-Promoter, Managing Director & CEO, participating from Noida, Mr. Saurabh Srivastava-Independent Director, Chairman of Nomination & Remuneration Committee & Corporate Social Responsibility Committee, participating from New Delhi, Ms. Geeta Mathur-Independent Director and Chairperson of Audit Committee, participating from Delhi, Dr. Naresh Gupta-Independent Director, participating from Noida, Mr. Sharad Malik-Independent Director, participating from USA, Mr.

Ashish Gupta-Independent Director, participating from USA and Mr. Chintan Thakkar- Whole-time Director

1. & CFO, participating from Noida.

2. The Chairman also informed the Members that due to prior commitments, Ms. Bala C Deshpande - Non- Executive Director, could not participate in the AGM and has sought leave of absence. Further, the Chairman also confirmed the presence of representatives of Statutory Auditors and Secretarial Auditors at the meeting through VC/OAVM. He also informed that the Key executives of the Company are attending the meeting.
3. The requisite quorum being present, the Chairman called the meeting to order.
4. The Chairman delivered his speech.
5. The Notice of the AGM and the Directors' Report were taken as read by the Members of the Company. Further, the Company Secretary informed the Members that the Auditors' Report and the Secretarial Auditors' Report do not contain any qualification, reservation or adverse remark, and with the permission of the Members, the said reports were also taken as read.
6. The Company Secretary announced general instructions regarding participating in meeting.

1. The Company Secretary also informed that requisite registers and all other documents as referred in the AGM Notice, were open for inspection electronically during the AGM.
2. The Company Secretary further informed that the recorded video of the proceedings of the AGM would be available on the website of the Company and NSDL. The transcript of the AGM will also be uploaded on the website of the Company.
3. The Chairman informed the members that the Company had provided the Members the facility to cast their votes electronically (persons who were Members of the Company on August 19, 2022, being cut-off date) on the resolutions set forth in the Notice of AGM during the period from Monday, August 22, 2022 (9:00 A.M.) (IST) to Thursday, August 25, 2022 (5:00 P.M.) (IST) as per provisions of the Act read with the Rules framed thereunder. Further, in terms of the Act and LODR, Members attending the AGM who did not have access to Remote E-voting facility were also given the facility to cast their vote electronically at the meeting.
4. The Chairman then took up each item set out in the Notice of AGM individually (as given below), and invited shareholders, who had registered themselves in advance for speaking at the AGM, for asking any questions or any observations after all items were taken up. The 3rd item being related to the re-appointment of Mr. Kapil Kapoor was taken up by Mr. Sanjeev Bikhchandani.

	Type of
Resolutions	Resolution
Ordinary Business(es):
i. Adoption of:
a. the Audited Standalone Financial Statements of the Company for the year ended	Ordinary
on March 31, 2022 and the Reports of the Board of Directors and Auditors thereon;
and
b. the Audited Consolidated Financial Statements of the Company for the year
ended on March 31, 2022 and the Report of the Auditors thereon.
ii. Declaration of final dividend of Rs. 5/- per equity share of Rs. 10/-each and	Ordinary
confirmation of the interim dividend of Rs.8/- per equity share of Rs. 10/- each,
already paid, for the Financial Year 2021-22.
iii. Appointment of a Director in place of Mr. Kapil Kapoor (DIN: 00178966), who	Ordinary
retires by rotation and being eligible, seeks re-appointment.
iv. Re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants,
as Statutory Auditors of the Company and fix their remuneration.	Ordinary
Special Business:
v. Appointment of Branch Auditors and fix their remuneration.	Ordinary

14. Chorus Call Operator announced the name of the Members who had registered themselves as speakers, to ask questions at the AGM. Queries raised by the members were addressed by the Chairman and MD & CEO wherever required. Further, Members were also provided the facility to ask questions through a

communication box available for online communication and through e-mail id at [e-mail], which will be answered within 15 days from the AGM.

1. Members who were present at the meeting and had not cast their votes electronically were provided an opportunity to cast their votes at the end of the meeting through the E-voting system provided by NSDL. Members were also informed that there would be no voting by show of hands.
2. Mr. Rupesh Agarwal (Membership No. A16302), Managing Partner, failing him Mr. Shashikant Tiwari (Membership No. F11919), Partner, M/s. Chandrasekaran Associates, Practicing Company Secretaries were appointed as the Scrutinizer for scrutinizing the electronic voting process in fair and transparent manner.
3. The Members were informed that the Results would be declared after receiving the report from the Scrutinizers on or before August 29, 2022 and shall be simultaneously submitted to the Stock Exchanges (NSE & BSE) and shall be updated on the website of the Company and the website of NSDL.
4. The Chairman announced that the E-voting facility is kept open for next 30 minutes to enable the Members to cast their vote.
5. The Chairman thanked the Members for attending the AGM and declared the meeting as closed at 7:00 P.M.

This is for your information and records.

Thanking You,

Yours Sincerely,

For Info Edge (India) Ltd.

Jaya Bhatia

Company Secretary & Compliance Officer