Info Edge India : IEILAGM Notice and Annual Report FY212202082022

Date: August 2, 2022

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

Subject: Notice of 27th Annual General Meeting and Annual Report 2021-22

Dear Sir/Madam,

Pursuant to Regulations 30 & 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and in furtherance to our letter dated May 27, 2022, submitted under Regulation 42 of LODR, please find attached herewith a copy of the Notice dated May 27, 2022 convening the 27th Annual General Meeting (AGM) of the Company on Friday, August 26, 2022 at 05:30 pm through Video Conferencing (VC)/Other Audio Visual Means (OAVM) and Annual Report 2021-22. The venue of the meeting shall be deemed to be the Registered Office of the Company at GF-12A, 94, Meghdoot Building, Nehru Place, New Delhi-110019.

In compliance with the General Circular No. 2/2022 dated 05.05.2022 read with Circular No. 14/2020 dated 08.04.2020, Circular No. 17/2020 dated 13.04.2020 and Circular No. 20/2020 dated 05.05.2020 issued by the Ministry of Corporate Affairs (MCA) and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05.2022 issued by the Securities and Exchange Board of India (SEBI), copy of the AGM notice and Annual Report will be sent to the Members for this AGM by electronic means only.

This is to further inform you that the Company has completed the electronic dispatch of the Notice and Annual Report 2021-22 on Tuesday, August 2, 2022. A copy of the Annual Report sent to the shareholders is also attached herewith for your reference.

The Annual Report 2021-22 and AGM Notice 2022 have been uploaded on the website of the Company & may be accessed by following the links: http://www.infoedge.in/pdfs/InfoEdge_Annual_Report_2022_Aug_2.pdfand http://www.infoedge.in/pdfs/Final_Info_Edge_AGM_Notice.pdfand on the websites of the Stock Exchanges

i.e. BSE	Limited and National	Stock	Exchange	of	India Limited at www.bseindia.com and
www.nseindia.comrespectively,	and	on	the	website	of	National	Securities	Depository
Limited	(NSDL)https://www.evoting.nsdl.com.
A schedule of events relating to the AGM is set out below:
Event								Date		Time
Relevant Date/Cut-off date to vote on AGM Resolutions		Friday, August 19, 2022	N.A.
Book Closure Date for AGM						Saturday, August 20, 2022 to	N.A.
							Friday, August 26, 2022
							(both days inclusive)
Commencement of E-voting						Monday, August 22, 2022	09:00 am
End of E-voting						Thursday, August 25, 2022	05:00 pm
Final Dividend Record date						Friday, August 19, 2022	N.A
Final Dividend Payment date					On or after September 16, 2022	N.A
AGM							Friday, August 26, 2022	05:30 pm

You are requested to take the same on record.

Thanking You,

Yours Faithfully,

For Info Edge (India) Ltd.

Jaya Bhatia

Company Secretary & Compliance Officer

Encl.: as above

INFO EDGE (INDIA) LIMITED

CIN: L74899DL1995PLC068021

Registered Office: Ground Floor, GF-12A, 94, Meghdoot Building, Nehru Place, New Delhi-110019

Corporate Office: B-8,Sector-132, Noida- 201304, Uttar Pradesh

Tel.: [phone],Fax: [phone]

Website:http://www.infoedge.in, E-mail: [e-mail]

NOTICE

NOTICE is hereby given that the 27th Annual General Meeting (AGM) of the members of Info Edge (India) Ltd. (the Company) will be held on Friday, August 26, 2022 at 05:30 P.M. IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM) organized by the Company, to transact the following businesses. The venue of the Meeting shall be deemed to be the Registered Office of the Company situated at GF-12A, 94, Meghdoot Building, Nehru Place, New Delhi-110019 and the proceedings of the AGM shall be deemed to be made thereat, to transact the following businesses.

ORDINARY BUSINESS(ES):-

1. To receive, consider and adopt:

1. theAudited Standalone Financial Statements of the Company for the financial year ended 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 financial year ended on March 31, 2022 and the Report of the Auditors thereon.

2. To declare a final dividend of ₹5/- per equity share of ₹10/- each and to confirm the interim dividend of ₹8/- per

equity share of ₹10/- each, already paid, for the Financial Year 2021-22.

1. To appoint a Director in place of Mr. Kapil Kapoor (DIN: 00178966), who retires by rotation, and being eligible, offers himself for re-appointment by passing the following Resolution, as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Kapil Kapoor (DIN: 00178966), Director of the Company, who retires by rotation at this Annual General Meeting and being eligible, offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation."
2. To re-appoint M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company and fix their remuneration by passing the following Resolution, as an Ordinary Resolution:
   "RESOLVEDTHAT pursuant to the provisions of Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof), and pursuant to the recommendations of the Audit Committee and Board of Directors of the Company, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No.: 101049W/E300004), be and are hereby re-appointed as Statutory Auditors of the Company, to hold office for the second term of 5 (five) consecutive years from the conclusion of this 27th Annual General Meeting, till the conclusion of the 32nd Annual General Meeting of the Company, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company (including its Committees).

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RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committees) be and is hereby authorized to decide and/or alter the terms and conditions of the aforesaid re-appointment, including the remuneration of the Statutory Auditors, for the relevant years during the aforesaid term of their re-appointment and to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

SPECIALBUSINESS:-

5. To appoint Branch Auditors and to fix their remuneration by passing the following Resolution as an Ordinary Resolution:

"RESOLVEDTHAT pursuant to Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company be and are hereby authorized to appoint Auditors to conduct the audit of books of accounts of Branch Office(s) of the Company, whether existing or which may be opened/acquired hereafter, situated in countries other than India, in accordance with the laws of such country(ies) and to hold office until the conclusion of next Annual General Meeting of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committees), be and is hereby authorized to decide and finalize the terms and conditions of appointment, including the remuneration of the Branch Auditors, for the aforesaid term of their appointment and to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution".

	By Order of the Board
	for Info Edge (India) Ltd.
	Sd/-
	Jaya Bhatia
Place: Noida	Company Secretary & Compliance Officer
Date: May 27, 2022	Membership No: A33211
NOTES:

1. Pursuant to the General Circular No. 14/2020 dated 08.04.2020, Circular No. 17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, Circular No. 22/2020 dated 15.06.2020, Circular No. 33/2020 dated 28.09.2020, Circular No. 39/2020 dated 31.12.2020, Circular No. 02/2021 dated 13.01.2021, Circular No. 10/2021 dated 23.06.2021, Circular No. 19/2021 dated 08.12.2021, Circular No. 20/2021 dated 08.12.2021, Circular No. 21/2021 dated 14.12.2021 and Circular No. 2/2022 dated 05.05.2022 (MCA Circulars) and Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05.2022 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as'the Circulars'), companies are allowed to conduct the AGM through VC or OAVM without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM.
2. Since the AGM is being conducted through VC/OAVM, the facility for the appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

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However, Body Corporate members intending to authorise their representatives to attend and vote at the AGM pursuant to Section 113 of the Companies Act, 2013 ('the Act'), are requested to send a certified copy (in PDF/ JPEG Format) of the relevant Board Resolution/Authority letter, etc. authorizing their representatives to attend the AGM to the scrutinizer by e-mail to [e-mail].

Members attending the AGM through VC/OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act.

1. An Explanatory Statement pursuant to Section 102(1) of the Act and Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') is annexed hereto. Further, Information under Regulation 36 (3) of the Listing Regulations and Secretarial Standard-2 in respect of the Director seeking re-appointment at the AGM (Item no. 3 of the Notice) is given in Annexure-A to the Notice.
2. The Register of Members and Share Transfer Books shall remain closed from Saturday, August 20, 2022 to Friday, August 26, 2022 (both days inclusive).
3. The Company has fixed Friday, August 19, 2022 as the 'Record Date' for determining entitlement of Members for payment of final dividend for FY22, if approved at the AGM and for the purpose of voting on resolutions set out in the Notice.
4. Final dividend of ₹5/- per equity share of `10/- each for the year ended March 31, 2022, has been recommended by the Board of Directors, at its meeting held on May 27, 2022, subject to the approval of the members at the AGM. The final dividend, once approved by the members in the ensuing AGM, will be paid on or after September 16, 2022.
5. The final dividend for FY22 will be paid electronically through various online transfer modes to those members who have updated their bank account details. For members who have not updated their bank account details, dividend warrants/demand drafts/cheques will be sent out to their registered addresses. To avoid delay in receiving dividend, members are requested to update their KYC with their depositories (where shares are held in dematerialized mode) and with the Company's Registrar and Transfer Agent, M/s. Link Intime India Private Limited ('Linkintime or RTA') (where shares are held in physical mode) to receive dividend directly into their bank account on the payout date.
6. Members may note that the Income-tax Act, 1961, ('the IT Act') as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a company after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source ('TDS') at the time of making the payment of final dividend. In order to enable us to determine the appropriate TDS rate as applicable, members are requested to submit relevant documents, as specified in the below paragraphs, in accordance with the provisions of the IT Act.

For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

Members having valid Permanent Account	10% or as notified by the Government of India
Number ('PAN')
Members not having PAN/Invalid PAN	20% or as notified by the Government of India

However, no TDS shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during FY23 does not exceed `5,000 and also in cases, where members provide Form 15G (applicable to an individual aged less than 60 years)/Form 15H (applicable to individual aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower/nil withholding tax. PAN is mandatory for members providing Form 15G/15H or any other document as mentioned above.

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Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F or any other document which may be required to avail the tax treaty benefits.

Members are requested to visithttp://www.infoedge.in/ir-investor-services-tax.aspfor format of relevant declaration(s), instructions and information on this subject.

As per the Finance Act, 2021, Section 206AB has been inserted effective July 1, 2021, providing for twice the TDS rate specified for the non-filers of income tax return. However, the said proposed provisions will not apply to a non-resident who does not have a permanent establishment in India. The income tax authorities have come up with a list of specified persons i.e. the persons who have not filed their returns as per Section 206AB of the Finance Act, 2021. Accordingly,TDS shall be applicable at twice the rate of TDS specified in case of a shareholder who is classified as 'Specified Person' as defined under the provisions of the aforesaid section.

The aforesaid documents are required to be uploaded at https://linkintime.co.in/formsreg/submission-of- form-15g-15h.htmlon or before September 5, 2022. No communication would be accepted from members after September 5,2022,regarding tax-withholding matters.Shareholders may write to dividend.tds@infoedge. comfor any clarifications on this subject.

The Company will issue soft copy of the TDS certificate to its shareholders through e-mail address registered with the Company/Linkintime post payment of the dividend. Shareholders can also check & download the tax credit statement from the Income Tax Department's website https://incometaxindiaefiling.gov.in(refer to Form 26AS).

1. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
2. All documents referred to in the Notice along with Register of Directors and Key Managerial Personnel & Shareholding, Register of Contracts and Arrangements in which directors are interested and Certificate from M/s. Chandrasekaran Associates, Company Secretaries certifying that the implementation of ESOP Schemes in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, will be available for inspection in electronic mode. Members can inspect the same by sending an e-mail to [e-mail].
3. Members intending to require information about financial statements to be explained at the AGM are requested to write to the Company at least ten days in advance of the AGM at [e-mail].
4. SEBI has mandated that securities of listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Accordingly, the Company/RTA has stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail the facility of dematerialization.
5. Members holding shares in dematerialized mode are requested to intimate all changes, if any, with respect to their bank details, mandate, nomination, power of attorney, change of address, e-mail address, change in name, etc. to their depository participant. These changes will be automatically reflected in the Company's records which will help the Company to provide efficient and better services to the members.
6. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities, and linking of PAN with Aadhaar by March 31, 2023, (subject to payment of prescribed fees), vide its circulars dated November 3, 2021 and December 14, 2021. Pursuant to these circulars, the Company has sent individual letters to all the members holding shares in physical form for furnishing their PAN, KYC details, nomination, etc. Members are requested to submit these details to the Company's RTA.
   Relevant formats for submitting the above mentioned details are available on the website of the Company as detailed below:

Form for availing investor services to register PAN, e-mail address, bank details	Form ISR-1
and other KYC details or changes/update thereof for securities held in physical
mode
Update of signature of securities holder	Form ISR-2
For nomination as provided in the Rules19 (1) of the Companies (Share capital	Form SH-13
and debenture) Rules, 2014

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