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Notes to Accounts of Info Edge (India) Ltd.

Mar 31, 2017

1. Reporting entity

Info Edge (India) Ltd (the Company) is a public limited company domiciled and incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at GF-12A, 94 Meghdoot Building, Nehru Place, New Delhi - 110019 and principal place of business is in B-8, Sector-132, Noida-201 304. Its shares are listed in two stock exchanges of India. The Company is primarily engaged in providing online & offline services primarily through its online portal Naukri.com, Jeevansathi.com, 99 acres.com, shiksha.com & offline portal Quadrangle.com.

(A). Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Limited (NISL)

Allcheckdeals India Private Limited (ACDIPL)

Applect Learning Systems Private Limited (ALSPL)

Canvera Digital Technologies Private Limited (CDTPL) (w.e.f. 29.08.2016) (Subsidiary of SIHL) Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)

Startup Investments (Holding) Limited (SIHL)

Smartweb Internet Services Limited (SWISL)

Startup Internet Services Limited (SISL)

Newinc Internet Services Private Limited (NISPL) (w.e.f. 05.01.2017) (Subsidiary of ACDIPL) Info Edge (India) Mauritius Limited (IEIML) (Liquidated on 04.06.16)

(2) Related Party Disclosures for the year ended March 31, 2016:

(A) Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Limited (NISL)

Info Edge (India) Mauritius Limited (IEIML) (Under liquidation) Allcheckdeals India Private Limited (ACDIPL)

Applect Learning Systems Private Limited (ALSPL)

Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL) Startup Investments (Holding) Limited (SIHL)

Smartweb Internet Services Limited (SWISL)

Startup Internet Services Limited(SISL)

The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committee’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payemnt arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees whereby the employees can purchase equity shares by exercising SAR/options as vested at the exercise price specified in the grant, there is no option of cash settlement. The SAR/options granted till March 31, 2017 have a vesting period of maximum 3 years from the date of grant.

2. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.

3. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.

The Managing Director & Chief Operating Officer of the Company examines the Company’s performance both from a business & geographical prospective and has identified as reportable segment of its business which are “Recruitment Solutions” and “99acres” ; the “Other segments” comprises primarily Jeevansathi & Shiksha verticals are not considered as reportable operating segment since they individually do not meet qualifying criteria for the reportable segment as per Ind AS 108.

4. As at March 31, 2017 the Company had Rs.0.02 Mn (March 31, 2016: Rs.0.04 Mn & April 01, 2015: Rs.0.05 Mn) outstanding with Kotak Mahindra Bank, Rs.0.21 Mn (March 31, 2016: Rs.0.45 Mn & April 01, 2015 Rs.0.10 Mn) outstanding with Yes Bank, Rs.0.04 Mn (March 31, 2016 & April 01, 2015:Rs.0.04 Mn ) outstanding with ICICI Bank and Rs.0.11 Mn (March 31, 2016:Nil & April 01, 2015:Nil ) outstanding with Indusind Bank as unclaimed dividend. These amounts are not available for use by the Company and will be credited to Investor Education & Protection Fund as and when due.

5. Employee Benefits

The Company has classified the various benefits provided to employees as under:

A. Defined Contribution Plans

The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.

B. Other Long term benefits

Leave obligations:

The leave obligations cover the Company’s liability for earned leave.

The amount of the provision for Rs.41.35 Mn (March 31, 2016 - Rs.46.81 Mn, April 1, 2015 - Rs.25.77 Mn) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment with in the next twelve months.

C. Defined Benefit Plans

Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India.

(F) Risk exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields

A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ assets maintained by the insurer.

The gratuity fund is administered through Life Insurance Corporation(LIC) of India under its Group Gratuity Scheme.

(G) Defined benefit liability and employer contribution

The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.

Expected contribution to the post employment benefit plan (Gratuity) for the year ending March 31, 2018 are Rs.40 mn.

The weighted average duration of the defined benefit obligation is 10.85 years (2016 - 10.6 years, 2015- 10.53 years).

6. Pursuant to notification no. 244 dated 30.03.2017, issued by Ministry of Corporate affairs, details of the specified bank notes held & transacted during the period November 08, 2016 to December 30, 2016 as provided in the table below :-

7. The Company has made long term strategic investments in certain subsidiaries/associate companies {refer Note 4(a)}, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2017. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision, other than those already made, is required at this stage.

8. During the year, the Company has issued 300,000 (March 31, 2016; 500,000 & 2,00,000 each fully paid up at Rs.10/- & Rs.100/ respectively) each fully paid up at Rs.10/- per share respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 377,021 and 624,453 shares fully paid up to the employees during the year ended March 31, 2017 & March 31, 2016 respectively.

9. During the year ended March 31, 2015 , the Company had issued 10,135,135 equity shares of Rs.10/- each fully paid up at Rs.740/- per share (including securities premium of Rs.730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.

Expenses incurred in relation to QIP amounting to Rs.155.65 Mn had been adjusted from Securities Premium Account during the year ended March 31, 2015. The utilisation out of such net amount of Rs.7,344.35 Mn till March 31, 2017 is given below. The balance amount of QIP proceeds remains invested in Mutual Funds (Debt) & Term Deposits with banks.

10. Exceptional items includes

a) During the year ended March 31, 2016, the Company had transferred its investment [5,975 equity and 2,673 compulsorily convertible preference shares] in ETechaces Marketing & Consulting Private Limited (EMCPL) to its subsidiary Makesense Technologies Limited (MTL) formerly known as Makesense Technologies Pvt. Ltd. for a consideration of Rs.513.39 Mn thereby resulting in a profit of Rs.341.60 Mn, which is shown as an exceptional item in the Statement of Profit and Loss. The Audit Committee and the Board of Directors had approved the transaction during the year ended March 31, 2015, taking a holistic view of the same, based on the business rationale, which when considered in its entirety, provides a sound basis to conclude that the transaction is not prejudicial to the interest of the Company or its shareholders and demonstrates the intention of the Company to transact at arm’s length with its subsidiary.

b) This represents an additional provision for bonus related to April 1, 2014 to March 31, 2015 amounting to Rs.29.42 Mn pursuant to retrospective amendment to”The Payment of Bonus Act, 1965” notified on January 1, 2016.

c) During the year ended March 31, 2017, diminution in the carrying value of investment in respect of Smartweb Internet Services Pvt Ltd amounting to Rs.39.84 Mn (represented by investments in equity shares of Rs.35.59 Mn and Preference shares of Rs.4.25 Mn) was made. During the year ended March 31, 2016, diminution in the carrying value of investment in respect of Canvera Digital Technologies Private Limited amounting to Rs.426.76 Mn (represented by investments in equity shares of Rs.25.61 Mn and Preference shares of Rs.401.15 Mn) was initially made and later on transferred to wholly owned subsidiary.

11. Based on the information available with the Company, the Company has certain dues to suppliers registered under the “The Micro, Small and Medium Enterprises Development Act, 2006”(‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows:

12. As per Section 135 of the Companies Act, 2013 (‘Act’), a Corporate Social Responsibility (CSR) committee had been formed by the Company in previous year. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act.

a) the Company has transferred 743,808 preference shares (Previous year Nil) of Rare Media Company Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.74.38 Mn.

b) the Company has transferred 6,000,000/- preference shares (Previous year Nil) of Mint Bird Technologies Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.60.00 Mn.

c) the Company has transferred 73,105 preference shares (Previous year 34,651) of Kinobeo Software Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.135 Mn.

B) During the year ended March 31, 2016

a) the Company had transferred its entire shareholding (i.e. 34,711 equity shares & 532,216 preference shares) of Canvera Digital Technologies Private Limited to its subsidiary Smartweb Internet Services Limited at book value (previous GAAP) amounting to Rs.243.78 Mn

b) the Company had transferred its entire shareholding (i.e. 275 equity shares & 6,635 pref shares) of Happily Unmarried Marketing Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.113.49 Mn

c) the Company had transferred 13,429 equity shares & 249,974,932 preference share of Applect Learning Systems Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.919.54 Mn.

d) the Company has transferred 34,651 preference shares of Kinobeo Software Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.135 Mn.

e) the Company had transferred 1,000 preference shares of Smartweb Internet Services Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.0.01 Mn

The above transfers, which are duly approved by Audit Committee and Board of Directors, have been made in line with the decision of the Company about creating a corporate structure where under the Company’s investments are to be transferred to and held by the different wholly owned subsidiaries of the Company which will ensure that the stakeholders are adequately appraised about each of these investments in a focused & timely manner. Further this segregation of main business of the Company from the cluster of investments held by the Company will result into effective communication about its entire portfolio to its stakeholders.

13. Income Tax Expenses

This note provides an analysis of the Company’s income tax expense, show amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates in relation to the Company’s tax position.

During the year, the management has assessed that, based on the direction issued by Commissioner of Income Tax (Appeals)/ Income Tax Appellate Tribunal (ITAT) to the Assessing Officer to consider the decision taken by the Special Bench of the ITAT in the case of Biocon Ltd. vs DCIT in Company’s own case in earlier years with respect to the Company’s claim on same matter, the above mentioned judgement of the Special Bench by the ITAT had decided that the Employee stock option scheme compensation (ESOP) expenses can be claimed basis the gain in the hands of the employees at the time of exercising the options by them as opposed to the ESOP expenses debited to the Profit & Loss (based on difference between the fair value at the date of grant and the exercise price). Accordingly, the Company has reversed the provision for income tax amounting to Rs.393.14 Mn for prior periods and further, the effect given for current year amounts to Rs.102.75 Mn. The same may however be subject to litigation by the tax authorities and relief could be expected only at higher appellate forums.

Fair value hierarchy

The following section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value through profit or loss.To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Notes:

Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value(NAV).

Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

c) Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.

d) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits , Investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current year end. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs, including counter party credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the company.

The main Level 3 inputs for these unlisted securities are derived and evaluated as below.

- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available.

Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (f) above.

14. Financial risk and Capital management

A) Financial risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.

Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.

Cash and cash equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

(c) Market risk

Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

(i) Currency risk

The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company’s functional currency (Rs.), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). the Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

(ii) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The Company’s borrowings and deposits/loans are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The exposure of the Company’s financials assets/liabilities at the end of the reporting period are as follows:

(iii) Price risk Exposure

The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.

Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

B) Capital management

a) Risk management

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits. The Company avails borrowings only for buying vehicles.

14. First time adoption of Ind AS Transition to Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended March 31, 2016 and in the preparation of an opening Ind AS balance sheet at April 01, 2015 (the Company’s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

1 Ind AS optional exemptions

a) Business Combination

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.

b) Deemed Cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

c) Share-based payment transactions

Ind AS 101 provides the option to apply Ind AS 102 only on ESOP that are unvested on the transition date.

Accordingly, the Company has elected to calculate ESOP cost only on unvested options as on the transition date.

d) Investments in subsidiaries, joint ventures and associates

IND AS 101 provides the option to the first-time adopter to account for its investments in subsidiaries, joint ventures and associates at either cost determined in accordance with IND AS 27 or in accordance with IND AS 109. The Company has elected to measure such investments at cost in accordance with Ind AS 27.

2 Ind AS mandatory exemptions

a) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choice, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

b) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

c) Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 01, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at Fair value through profit or loss or Fair value through other comprehensive income;

- Investment in debt instruments carried at Fair value through profit or loss; and

- Impairment of financial assets based on expected credit loss model.

3 Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

REFERENCE NOTE 1. Security Deposits

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent. Consequent to this change, the amount of security deposits decreased by Rs.48.43 Mn as at March 31, 2016 (April 01, 2015 -Rs.39.21 Mn). Total equity decreased by Rs.3.61 Mn as on April 01, 2015. Total equity decreased by Rs.1.39 Mn as on March 31, 2016. The prepaid rent increased by Rs.43.42 Mn as at March 31, 2016 (April 01, 2015 - Rs.35.60 Mn). The profit for the year and total equity as at March 31, 2016 decreased by Rs.1.39 Mn due to amortisation of the prepaid rent of Rs.7.34 Mn which is partially off-set by the notional interest income of Rs.5.94 Mn recognised on security deposits.

2. Trade Receivables

As per Ind AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts decreased by Rs.3.26 Mn as at March 31, 2016 (April 01, 2015 - Rs.3.97 Mn ). Consequently, the total equity as at March 31, 2016 increased by Rs.3.26 Mn (April 01, 2015 - Rs.3.97 Mn) and profit for the year ended March 31, 2016 increased by Rs.0.71

3. Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and related liability of Dividend Distribution tax of Rs.289.66 Mn (i.e. Rs.240.43 Mn & Rs.49.23 Mn, respectively) as at April 01, 2015 included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

4. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2016 decreased by Rs.13.22 Mn. There is no impact on the total equity as at March 31, 2016.

5. Employee stock option expense

Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date. Consequently, the amount recognised in share option outstanding account increased by Rs.257.85 Mn as at March 31, 2016 (April 01, 2015- Rs.95.48 Mn). The profit for the year ended March 31, 2016 decreased by Rs.162.37. There is no impact on total equity.

6. Revenue and Deferred revenue

As par Ind AS-18, certain items of non-refundable fees, received upfront, are now being recognised as revenue over the tenure of contracts as it better reflects the substance of the transaction, which were earlier recognised upfront, based on performance of specific acts. Accordingly the Company has deferred the income from such contracts outstanding as at the date of transition and for new contracts entered during the financial year 2015-16. Consequently, the amount recognised in Deferred sales revenue increased by Rs.750.56 Mn as at March 31, 2016 (April 01, 2015- Rs.684.91 Mn) . The profit for the year ended March 31, 2016 decreased by Rs.65.64 Mn. Apart from above the other adjustment under “effects of transition to Ind AS” is on account of sales on principal to principal basis considering gross amounts with fee/expenses recorded under Administration and other expenses. Consequently the amount recognised in amount recognised in Revenue increased by Rs.6.95 mn & amount recognised in Administration and other expenses decreased by Rs.6.95 mn. No impact on profit for the year ended March 31, 2016.

7. Valuation of Investments

Under the previous GAAP, investments in equity shares/preference shares of subsidiaries, Joint ventures & associates and investment in mutual funds were classified as long-term investments or current investments based on the intended holding period and realisability. Longterm investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments, other than investments in equity instruments, are required to be measured at fair value/amortised cost. Investment in equity instruments have been carried at cost in accordance with Ind AS-27. The resulting fair value changes/amortisation of these investments have been recognised in retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31, 2016. This decreased the retained earnings by Rs.62.03 Mn as at March 31, 2016 (April 01, 2015 - Rs.513.38 mn).

8. Consolidation of Info edge Employee Stock Option Plan Trust

Under IND AS, the ESOP trust has been treated as an extension of the Company and accordingly shares held by ESOP Trust are treated as treasury shares. Consequently, all the assets, liabilities, income and expenses of the trust area accounted for as assets, liabilities, income and expenses of the Company, other than dividend income and profit / loss on issue of shares to the employees which are directly adjusted in the Retained earnings. This increased/(decreased) the retained earnings by Rs.48.12 Mn as at March 31, 2016 [April 01, 2015 - ( Rs.130.30 Mn)]

9. Deferred Tax

Deferred tax have been recognised on the adjustments made on transition to Ind AS. This resulted increase in deferred tax assets by Rs.110.57 Mn as at March 31, 2016 [April 01, 2015 - Rs.322.28 Mn].

10. Retained earnings

Retained earnings as at April 1, 2015 has been adjusted consequent to the above Ind AS transition adjustments. This resulted increase in deferred tax assets by Rs.309.47 Mn for the year ending March 31, 2016 and for the year ending April 01, 2015 - Rs.570.87 Mn.

11. Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP. In March 31, 2016, Other comprehensive income booked for remeasurements of defined benefit plans (i.e. for Gratuity) was Rs.13.23 Mn.

12. Investment property

Under IND AS, the land (including expenses related to developmental activities) have been considered as Investment property, since the same is being held for a currently undetermined future use. This resulted reclassification of Property, Plant and Equipment by (Rs.179.91 Mn) & Capital work in progress by (Rs.94.88 Mn) into Investment Property by Rs.274.78 Mn.


Mar 31, 2015

1. General Information

Info Edge (India) Ltd (the Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed in two stock exchanges in India.

The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

b. Terms/Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.

The Board of Directors has recommended a final dividend of Rs. 2.00 per share (previous year Rs. 1.5 per share) which is subject to the approval of the shareholders in the ensuing Annual General Meeting over and above the interim dividend of Rs. 1.00 (previous year Rs. 1.00 ) per share.

2. CAPITAL COMMITMENTS/ ADVANCES

As on March 31, 2015 there is a capital advance of Rs. 15.81 Mn (previous year Rs. 60.93 Mn) outstanding against capital account contracts. This primarily includes the following:

a) Rs. Nil (previous year Rs. 55.18 Mn) relating to the project for construction of office building on leasehold land in respect of which extension for construction based on sanctioned plan have been taken from the relevant authorities. Also refer note no.42 A

b) Rs. 3.94 Mn towards Furniture & Interior work ( previous year Rs. 5.75 Mn towards Desktop & Office equipment) (capital commitment - Rs. 3.8 Milion (previous year Nil)

c) Rs. 1.44 Milion (previous year NIL) towards ERP software. {capital commitment-Nil (previous year Nil)}

d) Rs. 10.43 Mn towards networking work.{capital commitment-Nil (previous year Nil)}

3. OPERATING LEASE

Operating Leases where the company Is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 11 months to 11 years. The terms of lease include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Statement of Profit and Loss amount to Rs. 212.86 Mn (included in Note 23 - Administration and Other Expenses Rs. 212.56 Mn and in Note- 19 Employee Benefits Expense Rs. 0.30 Mn [(previous year Rs. 215.36 Mn) (included in Note 23 - Administration and Other Expenses Rs. 214.91 Mn and in Note 19 - Employee Benefits Expense Rs. 0.45 Mn)].

4 (1) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting standards") and where control exists for the year ended March 31,2015:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Limited (NISL) (Formerly known as Naukri Internet Services Pvt. Ltd.)

Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Makesense Technologies Ltd. (MTL) (Formerly known as Makesense Technologies Pvt. Ltd.)

Interactive Visual Solutions Pvt Ltd. (Subsidiary of ACDIPL)

Startup Investments (Holding) Ltd. (SIHL)

Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private Limited (ZMPL))

Zomato Midia Brasil Ltda (subsidiary of ZMPL)

Zomato Media Portugal Unipessoal Lda (subsidiary of ZMPL)

Zomato New Zeland Media Private Limited (w.e.f. 15 October 2014) (subsidiary of ZMPL)

Zomato Ireland Limited (w.e.f 09 May 2014) (subsidiary of ZMPL)

PT Zomato Media Indonesia (w.e.f. 08 May 2014) (subsidiary of ZMPL)

Zomato Media (Private) Limited (w.e.f. 10 May 2013) (subsidiary of ZMPL)

Zomato Chile Spa (w.e.f. 23 May 2014) (subsidiary of ZMPL)

Zomato Australia Pty Limited (100% subsidiary of Zomato Ireland Limited, w.e.f. 09 December 2014)

Zomato Canada Inc. (100% subsidiary of Zomato Ireland Limited, w.e.f.26 June 2014)

Zomato UK Limited (100% subsidiary of Zomato Ireland Limited, w.e.f. 06 August 2014)

Lunchtime Cz S.R.O (100% subsidiary of Zomato Ireland Limited, w.e.f. 19 August 2014)

Zomato Slovakia S.R.O (100% subsidiary of Zomato Ireland Limited, w.e.f 19 August 2014)

Zomato Gastronauci Sp Z.O.O (100% subsidiary of Zomato Ireland Limited, w.e.f 05 September 2014)

Cibando UK Limited (100% subsidiary of Zomato Ireland Limited, w.e.f. 19 December 2014)

Mekanist B.V. (100% subsidiary of Zomato Ireland Limited, w.e.f. 23 January 2015)

Mekanistnet Internet Hizmetleri Ticaret Anonim Sirketi (100% subsidiary of Mekanist B.V. Netherland, w.e.f. 23 Januray 2015) Associates

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)*

Kinobeo Software Private Limited (MYDALA)

Happily Unmarried Marketing Pvt. Ltd. (HUMPL)

Canvera Digital Technologies Private Limited (CDTPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr. Ambarish Raghuvanshi (till May 31, 2014)

Mr Chintan Thakkar (w.e.f. October 16, 2014)

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Endevaour Holding Trust [Sanjeev Bikhchandani (Trust)]

International Foundation for Research and Education (IFRE)-Ashoka University -(Sanjeev Bikhchandani and Hitesh Oberoi are founders/trustee)

Independent Directors- Non Executive

Arun Duggal

Ashish Gupta (till October 16, 2014)

Sharad Malik (w.e.f.December 16, 2014)

Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

* subsequent to the year end, the Company has ceased to have significant influence

5 (2) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting standards") and where control exists for the year ended March 31,2014:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Makesense Technologies Pvt. Ltd. (MTPL)

Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private Limited (ZMPL))

Zomato Midia Brasil Ltda (Subsidiary of ZMPL)

Zomato Media Portugal Unipessoal Lda (Subsidiary of ZMPL)

Associates

Nogle Technologies Private Limited (NTPL) eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS)

Kinobeo Software Pvt. Ltd. (MYDALA)

Happily Unmarried Marketing Pvt. Ltd. (HUMPL)

Canvera Digital Technologies Private Limited (CDTPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani) Endevaour Holding Trust [Sanjeev Bikhchandani (Trust)]

Independent Directors- Non Executive

Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

* During the year, the company has ceased to exercise significant influence.

33. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

6. The Company has considered business segment as the primary segment. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres.com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services, resume sales services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure of business segment information is required to be disclosed.

a) Domestic segment includes sales and services to customers located in India

b) Overseas segment includes sales and services rendered to customers located outside India

c) Unallocated assets include dividend bank accounts, investments, Interest accrued and Deferred Tax asset.

d) Segment assets includes fixed assets, trade receivables, cash and bank balances (except dividend bank account), loans & advances and other current assets

e) Capital expenditure during the year includes fixed assets (tangible and intangible assets) and net additions to capital work in progress.

7. As at March 31, 2015 the company had Rs. 0.05 (previous year Rs. 0.07 Mn) outstanding with Kotak Mahindra Bank, Rs. 0.10 Mn (previous year Rs. 0.07 Mn) outstanding with Yes Bank & Rs. 0.04 Mn (previous year Nil) with ICICI Bank as unclaimed dividend . These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

8. The company has made long term strategic investments in certain subsidiaries/associate companies, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2015. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision is required at this stage.

9. During the year

A) the Company had issued 600,000 equity shares of Rs. 10/- each fully paid up at Rs. 250/- per share (including securities premium of Rs. 240/- per share) to the Info Edge Employees Stock Option Plan Trust on June 02, 2014 which have been listed in the respective Stock Exchanges on June 11, 2014. Dividend of Rs. 0.90 mn was paid on these Equity shares for which no dividend was proposed as on March 31, 2014, since shares were issued subsequent to that date, ranking pari passu with the existing equity shares of the Company and were entitled to such dividends and corporate benefits.

B) the Company had issued 10,135,135 equity shares of Rs. 10/- each fully paid up at Rs. 740/- per share (including securities premium of Rs. 730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.

Expenses incurred in relation to QIP amounting to Rs. 155.65 Mn have been adjusted from Securities Premium Account .The utilisation out of such net amount at Rs. 7344.35 Mn till March 31, 2015 is given below . The balance amount of QIP proceeds remains invested in Mutual Funds (Debt) & Term Deposits with banks.

Utilisation of funds upto March 31,2015 : Amount in Rs. Mn

1. Working capital and general corporate purposes (99acres) 53.44

Balance Unutilised funds as on March 31, 2015 7290.91

C) . the Company has issued 300,000 equity shares of Rs. 10/- each fully paid up at Rs. 10/- per share to the Info Edge Employees Stock Option Plan Trust on November 12, 2014 which have been listed in the respective Stock Exchanges on November 24, 2014, ranking pari passu with the existing equity shares of the Company.

The issuance is on arm''s length basis which has been concluded taking into consideration the objective of ESOP trust to not earn any profit or incur any loss on account of shares issued to employees by ESOP Trust.

10. A) An advance of Rs. 55.18 Mn , was given to a party in earlier years who was appointed as the consultant/contractor for a project to construct an office building on a Company''s leased land. On the basis of the current and future business plans of the Company, it is unlikely that the Company will require construction of this office building in the near future. Considering change in business plans and the low recovery of this advance from the party, the Company has deemed it appropriate to provide for the remaining advance of Rs. 55.18 Mn , which is shown as an exceptional item in the Statement of Profit and Loss for the year ended March 31, 2015.

B) During the year the Company has transferred one half of its shareholding (5,975 equity and 2,672 compulsorily convertible preference shares ) in eTechaces Marketing & Consulting Pvt. Ltd. (EMCPL) to its wholly owned subsidiary Makesense Technologies Limited (MTL), for Rs. 500 Mn thereby generating a profit of Rs. 346.79 Mn, which is shown as an exceptional item in the Statement of Profit and Loss for the year ended March 31, 2015. The transfer of shareholding in EMCPL has been made by the Company to MTL taking a holistic view of the transaction. The Audit Committee and the Board of Directors have approved the transaction based on the business rationale for this transaction, which when considered in its entirety, including planned strategic actions of the management, provides a sound basis to conclude that the transaction is not prejudicial to the interest of the Company or its shareholders and demonstrates the intention of the Company to transact at arm''s length with its wholly owned subsidiary.

C) The exceptional item for the year ended March 31, 2014 represents provision for diminution in the carrying value of investment of Rs. 26.01 Mn in Nogle Technologies Pvt Ltd. (represented by investments in equity shares of Rs. 0.01 Mn and Preference shares of Rs. 26.00 Mn)

11. As per Section 135 of the Companies Act, 2013 (''Act''), a corporate social responsibility (CSR) committee has been formed by the Company. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act. During the year, the Company has made contribution amounting to Rs. 33.80 Mn, in line with provisions of Section 135(5) of the Act, to International Foundation for Research and Education for proposed utilisation in Ashoka University campus development and operation of the University (both capital and operating expenditure), as per recommendations made by the CSR committee.

12. Previous year figures have been regrouped/rearranged to confirm to the current year classification.


Mar 31, 2014

1. General Information

Info Edge (India) Ltd (the company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed in two stock exchanges in India.

The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

2. CAPITAL COMMITMENTS/ ADVANCES

As on March 31, 2014 there is a capital advance of Rs. 60.93 Million (previous year Rs.58.55 Million) outstanding against capital account contracts. This primarily includes the following:

a) Rs.55.18 Million (previous year Rs.58.28 Million) relating to the project for construction of office building on leasehold land in respect of which extension for construction based on sanctioned plan have been taken from the relevant authorities. The management is alternatively exploring possibilities of sale of the land/ project on a lump sum basis

b) Rs. 5.75 towards Desktop & Office equipment ( previous year Rs. 0.27 Million towards Office equipment)

3. OPERATING LEASE

Operating Leases where the company is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 1 to 11 years. The terms of lease include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Statement of Profit and Loss amount to Rs. 215.36 Million (included in Note 23 - Administration and Other Expenses Rs.214.91 Million and in Note-19 Employee Benefits Expense Rs. 0.45 Million [(previous year Rs.172.09 Million) (included in Note 23 - Administration and Other Expenses Rs.171.84 Million and in Note 19 - Employee Benefits Expense Rs. 0.25 Million)].

4. (1) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting standards") and where control exists for the year ended March 31, 2014:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Makesense Technologies Pvt. Ltd. (MTPL)

Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private Limited (ZMPL))

Zomato Midia Brasil Ltda (Subsidiary of ZMPL)

Zomato Media Portugal Unipessoal Lda (Subsidiary of ZMPL)

Associates

Nogle Technologies Private Limited (NTPL)* eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS) (till May 21, 2013) *

Kinobeo Software Private Limited (MYDALA)

Happily Unmarried Marketing Pvt. Ltd. (HUMPL)

Canvera Digital Technologies Private Limited (CDTPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Endevaour Holding Trust

Independent Directors- Non Executive

Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

* During the year, the company has ceased to exercise significant influence.

5. (2) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting standards") and where control exists for the year ended March 31, 2013:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Makesense Technologies Pvt. Ltd. (MTPL)

Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private Limited (ZMPL))

Associates

Nogle Technologies Private Limited (NTPL) eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS)

Kinebeo Software Pvt. Ltd. (MYDALA)

Happily Unmarried Marketing Pvt. Ltd. (HUMPL)

Canvera Digital Technologies Private Limited (CDTPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani) Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi) Endevaour Holding Trust

Independent Directors- Non Executive

Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

6. Employee Stock Option Scheme

1. The Company has set up a trust to administer the ESOP scheme under which SAR/options have been granted to employees. Under this scheme the employees can purchase equity shares by exercising the SAR/options as vested at the price specified in the grant. The options granted till March 31, 2014 have a vesting period of maximum of 3 years from the date of grant.

2. (A) - In respect of options vested during the year, had the fair value method been used, the profit for the year would be lower by Rs. 71.24 Million (previous year Rs. 61.29 Million) and the EPS would be Rs. 11.12 (previous year Rs. 8.80).

7. The Company has received legal notices of claims/lawsuits filed against it relating to infringement of Intellectual Property Rights (IPR) in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

8. The Company has considered business segment as the primary segment. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres.com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure of business segment information is required to be disclosed

The geographical segments have been considered for disclosure as the secondary segment, under which the domestic segment includes sales to customers located in India and the overseas segment includes sales to customers located outside India.

9. As at March 31, 2014 the company had Rs. Nil (previous year Rs. 0.12 Million) outstanding with ICICI bank towards unpaid application money received by the company for allotment of securities and due for refund and Rs. 0.07 Million (previous year Rs. 0.07 million) outstanding with Kotak Mahindra Bank & Rs. 0.07 Million (previous year Rs. 0.02 Million) outstanding with Yes Bank as unclaimed dividend . These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

10. The exceptional item in the year ended March 31, 2014 represents provision for diminution in the carrying value of investment of Rs. 26.01 Million in Nogle Technologies Pvt Ltd. (represented by investments in equity shares of Rs. 0.01 Million and Preference shares of Rs. 26.00 Million). The exceptional item in the year ended March 31, 2013 represents provision for diminution in the carrying value of investment of Rs. 185.05 Million in Ninety Nine Labels Private Limited (represented by Investments in equity shares of Rs. 53.55 Millions and Preference shares of Rs. 131.50 Millions), Rs. 0.60 Millions representing dimunition in the carrying value of investment and Rs. 1.80 Million representing waiving off advance given to Info Edge (India) Mauritius Limited ( a company which had been initiated voluntary winding up proceedings during the previous year) and also loss on sale of debentures (inclusive of accrued interest) Rs. 105.42 Millions held in Ninety Nine Labels Private Limited

11. The company has made long term strategic investments in certain subsidiaries/associate companies, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2014. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision is required at this stage (other than the investments referred in Note 39 above).

12. Previous year figures have been regrouped/rearranged to confirm to the current year classification.


Mar 31, 2013

1. General Information

Info Edge (India) Ltd (the company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India.

The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

2. CAPITAL COMMITMENTS

As on March 31, 2013 there is a capital advance of Rs.58.55 Million (Previous Year Rs.64.87 Million) outstanding against capital account contracts. This primarily includes the following:

(i) Rs.58.28 Million (Previous year Rs.60.94 Million) relating to the project for construction of office building on leasehold land in respect of which extension for construction based on sanctioned plan have been taken from the relevant authorities. The management is alternatively exploring possibilities of sale of the land/ project on a lump sum basis.

(ii) Rs.0.27 Million towards office equipment ( Previous Year Rs.3.93 Million towards ERP software)

3. Operating Leases where the company is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 1 to 11 years. The terms of lease include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Statement of Profit and Loss amount to Rs.172.09 Million (included in Note 23 - Administration and Other Expenses Rs.171.84 Million and in Note-19 Employee Benefits Expense Rs.0.25 Million [(Previous Year Rs.108.38 Million) (included in Note 23 - Administration and Other Expenses Rs.107.59 Million and in Note 19 - Employee Benefits Expense Rs.0.79 Million)].

4. (1) Related Party Disclosures A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended March 31, 2013: Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Makesense Technologies Pvt. Ltd.(MTPL)

Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private Limited (ZMPL))

Associates

Nogle Technologies Private Limited (NTPL) eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS)

Kinobeo Software Private Limited (Mydala)

Happily Unmarried Marketing Pvt. Ltd.(HUMPL)

Canvera Digital Technologies Private Limited (CDTPL)

Key Management Personnel (KMP) & Relatives

Sanjeev Bikhchandani

Surabhi Bikhchandani (Spouse of Sanjeev Bikhchandani)

Sushil Bikhchandani (Brother of Sanjeev Bikhchandani)

Hitesh Oberoi

Divya Batra (Sister of Hitesh Oberoi)

Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Sushil Bikhchandani)

Oyster Learning ( Proprietorship concern of Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

5 (2) (1) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended March 31, 2012:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Associates

DC Foodiebay Online Services Private Limited (DCFOSPL)

Nogle Technologies Private Limited (NTPL) eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS)

Kinobeo Software Private Limited (Mydala)

Key Management Personnel (KMP) & Relatives

Sanjeev Bikhchandani

Surabhi Bikhchandani (Spouse of Sanjeev Bikhchandani)

Sushil Bikhchandani (Brother of Sanjeev Bikhchandani)

Hitesh Oberoi

Rimy Oberoi (Spouse of Hitesh Oberoi)

Divya Batra (Sister of Hitesh Oberoi)

Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Sushil Bikhchandani) Oyster Learning ( Proprietorship concern of Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

6. Employee Stock Option Scheme

The company has set up a trust to administer the ESOP scheme under which options have been granted to employees. Under this scheme the employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The options granted till March 31st 2013 have a vesting period of maximum of 3 years from the date of grant.

7. The Company has received legal notices of claims/lawsuits filed against it relating to infringement of Intellectual Property Rights (IPR) in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

8. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres.com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure is required.

9. The Company had raised Rs.1,704 Million through Initial Public Offer of Shares (IPO) in the month of November, 2006 by issuance of 5,323,851 equity shares of Rs.10/- each at a premium of Rs.310/- per share. The full amount of Rs.1,704 Million has been utilised upto the year ended March 31, 2012 .

10. As at March 31, 2013 the company had Rs.0.12 Million (Previous Year Rs.0.12 Million) outstanding with ICICI bank towards unpaid application money received by the company for allotment of securities and due for refund and Rs.0.07 Million (Previous Year Rs.0.07 million) outstanding with Kotak Mahindra Bank & Rs.0.02 Million (Previous year NIL) outstanding with Yes Bank as unclaimed dividend. These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

11. The exceptional item in the year ended March 31, 2013 represents provision for diminution in the carrying value of investment of Rs.185.05 Million in Ninety Nine Labels Private Limited (represented by Investments in equity shares of Rs.53.55 Millions and Preference shares of Rs.131.50 Millions), Rs.0.60 Millions representing dimunition in the carrying value of investment and Rs.1.80 Million representing waiving off advance given to Info Edge (India) Mauritius Limited ( a company which has initiated voluntary winding up proceedings during the year) and also loss on sale of debentures (inclusive of accrued interest) Rs.105.42 Millions held in Ninety Nine Labels Private Limited. The exceptional item in the year ended March 31, 2012 represents provision for diminution in the carrying value of investment of Rs.3.53 million in Info Edge (India) Mauritius Limited.

12. The company has made long term strategic investments in certain subsidiaries/associate companies, which are in their initial stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2013. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities the diminution in carrying value of the investments as compared to their current net worth, is considered to be temporary in nature and therefore no provision is required at this stage (other than the investments referred in Note 40 above).

13. Contingent Liability - Claims against the company not acknowledged as debt -Service tax matters Rs.Nil (Previous Year Rs.4.68 million).

14. Previous year figures have been regrouped/rearranged to confirm to the current year classification.


Mar 31, 2012

1. General Information

Info Edge (India) Ltd (the company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India.

The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

a. Terms/Rights attached to equity shares

The company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The company proposes to distribute a dividend of Rs 2/- per share to equity shareholders in reference to paid up capital as on March 31, 2012. The Board of Directors have approved, subject to the approval of shareholders of the Company and other regulatory authorities, an issue of bonus shares in the ratio of 1:1 (i.e. One new equity share for every one equity share held) to the existing equity shareholders of the Company. Therefore, the proposed dividend will be Rs 1/- per share, once the requisite approvals for bonus issue, as stated above are obtained.

In reference to the above, the company proposes to increase the authorised share capital from existing Rs 600 million to Rs 1200 million subject to approval of the shareholders.

a. Term Loans from banks are secured by hypothecation of Vehicles taken on lease.

b. Term loans carry interest rates ranging from 8% to 10%. The loan is repayable along with interest with in 2 to 3 years from the date of loan.

Based on information available with the Company, there are no dues to micro, small and medium enterprises, as defined in Micro, Small and Medium Enterprises Development Act, 2006 as on March 31, 2012.

* Will be credited to Investor Education and Protection Fund as and when due

2. CAPITAL COMMITMENTS

1. As on March 31, 2012 there is a capital advance of Rs 64.87 Million (Previous Year Rs 65.01 Million) outstanding against capital account contracts. This primarily includes the following:

(i) Rs 60.78 Million (Previous year Rs 60.78 Million) relating to the project for construction of office building on leasehold land in respect of which the project for construction has commenced with an estimated value of contract of Rs 782 Million to be executed on capital account..

(ii) Rs 3.93 Million (Previous year Rs 3.36 Million) relating to ERP implementation project with an estimated value of contract of Rs 3.93 Million (Previous year Rs 4.57 Million) to be executed on capital account.

(iii) Rs 0.16 Million (Previous year Rs 0.87 Million) advanced against multiple contracts with total estimated value of contracts of Rs 0.16 Million (gross) (Previous year Rs 1.37 Million) (gross)to be executed on capital account.

3. Operating Leases where the company is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 1 to 9 years. The terms of lease include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Statement of Profit and Loss amount to Rs 108.38 Million (included in Note 23 – Administration and Other Expenses Rs 107.59 Million and in Note-19 Employee Benefits Expense Rs 0.79 Million [(Previous Year Rs 107.80 Million) (included in Note 23 – Administration and Other Expenses Rs 106.65 Million and in Note 19 – Employee Benefits Expense Rs 1.14 Million)].

4. (1) Related Party disclosures

A) names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting standard – 18 specified in Companies (Accounting standard) Rules, 2006 and where control exists for the year ended March 31, 2012:

Subsidiaries

Jeevansathi Internet Services Private Limited (JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Associates

DC Foodiebay Online Services Private Limited (DCFOSPL)

Nogle Technologies Private Limited (NTPL)

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Ninty Nine Labels Private Limited (99LABELS)

Kinobeo Software Private Limited (MYDALA)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)

Independent directors- non executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-executive directors

Kapil Kapoor

1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust during the year are as below:

(a) Dividend paid Rs 0.50 Million

(b) Advances paid (net) Rs (13.43) Million

2. Amount due from Info Edge Employee Stock Option Trust as on March 31, 2012 is Rs 0.03 Million

5 (2) Related Party disclosures

A) names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting standard – 18 specified in Companies (Accounting standard) Rules, 2006 and where control exists for the year ended March 31, 2011:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Info Edge USA Inc. (IEUI)

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Associates

DC Foodiebay Online Services Private Limited (DCFOSPL)

Nogle Technologies Private Limited (NTPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Oyster Learning (Proprietorship concern of Ms. Rimy Oberoi)

Independent Directors-Non executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-Executive Directors

Kapil Kapoor

1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust during the year are as below:

(a) Dividend paid Rs 0.35 Million

(b) Advances paid (net) Rs (6.17) Million

2. Amount due from Info Edge Employee Stock Option Trust as on March 31, 2011 is Rs 13.40 Million.

6. Employee Stock Option Scheme

The company has set up a trust to administer the ESOP scheme under which options have been granted to employees. Under this scheme the employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The options granted till March 31st 2012 have a vesting period of maximum of 3 years from the date of grant.

* During the year the company granted 377,600 (Previous Year 222,000) Stock Appreciation Rights (SAR) with a maximum exercise period of five years (Previous Year Five Years).

The options outstanding at the end of year had exercise prices in the range of Rs 10/- to Rs 732/- (Previous Year Rs 10/- to Rs 654/-) and a weighted average remaining contractual life of 5.41 years (Previous Year 5.41 years).

In accordance with the above mentioned ESOP Scheme, Rs 14.98 Million (Previous Year Rs 17.67 Million) has been charged to the Profit and Loss Account in relation to the options vested during the year ended March 31, 2012 as Employee Stock Option Scheme Compensation.

1. (A) - In respect of options vested during the year, had the fair value method been used, the profit for the year would be lower by Rs 82.67 Million (Previous year 74.22 Million) and the EPS would be Rs 20.96 (Previous year 14.02).

7. The Company has received legal notices of claims/lawsuits filed against it relating to infringement of Intellectual Property Rights (IPR) in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

8. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres.com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure is required.

9. As at March 31, 2012 the company had Rs 0.12 Million (Previous Year Rs 0.12 Million) outstanding with ICICI bank towards unpaid application money received by the company for allotment of securities and due for refund and Rs 0.07 Million (Previous Year Rs 0.06 Million) as unclaimed dividend outstanding with Kotak Mahindra Bank. These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

The above amounts exclude company's contribution / provision for gratuity and leave encashment for the year, which is determined annually on actuarial basis.

a. State Plans

a) Employer's Contribution to Employee State Insurance

*Included in Contribution to Provident and Other Funds under Employee Benefits Expense (Refer Note 19)

C. defined benefit Plans

a) Contribution to Gratuity Funds – Life Insurance Corporation of India, Group Gratuity Scheme

b) Leave Encashment/ Compensated Absences for Employees

Fair Value of Plan Assets as at March 31, 2012 confirmed by LIC is Rs 63.26 Million (Previous Year 46.54 Million)

In respect of leave encashment/compensated absence the present value of obligation as at March 31, 2012 is Rs 20* Million (Previous Year 19* Million). The expense recognized in the profit & loss account is Rs 14** Million (Previous Year Rs 15** Million)

*included in Provision for Employee Benefits Expense (Refer Note 8)

**Included in Staff Welfare and Benefits under Employee Benefits Expense (Refer Note 19)

10. The exceptional item in the year ended March 31, 2012 represents provision for diminution in the carrying value of investment of Rs 3.53 million in Info Edge (India) Mauritius Limited. The exceptional item in the year ended March 31, 2011 represents provision for diminution in the carrying value of investment of Rs 3.75 million in Info Edge (India) Mauritius Limited offset by the profit on sale of equity shares of MakemyTrip Limited, Mauritius amounting to Rs 55.49 million (Rs 37.06 million net of Tax).

11. The company has made long term strategic investments in certain subsidiaries/associate companies, which are in their initial stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2012. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities the diminution in carrying value of the investments as compared to their current net worth, is considered to be temporary in nature and therefore no provision is required at this stage (other than the investments referred in Note 40 above).

12. Contingent Liability - Claims against the company not acknowledged as debt include demand from the service tax authorities for payment of service tax of Rs 4.68 million. The company is contesting the demand and the management believes that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position and results of operations.

13. The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31,2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

1. The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

2. As on March 31, 2011 there is an advance of Rs.154,236 Thousand (Previous Year Rs.69,260 Thousand) outstanding against capital account contracts. This primarily includes the following:

(i) Rs.149,997 Thousand (Previous year Rs.62,286 Thousand) relating to the project for construction of office building on leasehold land in respect of which the project for construction has commenced with an estimated value of contract of Rs.782,000 Thousand to be executed on capital account.

(ii) Rs.3,358 Thousand (Previous year Rs.6,089 Thousand) relating to ERP implementation project with an estimated value of contract of Rs.4,570 Thousand (Previous year Rs.8,682 Thousand) to be executed on capital account.

(iii) Rs.881 Thousand (Previous year Rs.885 Thousand) advanced against multiple contracts with total estimated value of contracts of Rs.1,370 Thousand (gross) (Previous year Rs.1,281 Thousand) (gross)to be executed on capital account.

3. Based on information available with the Company, there are no dues to micro, small and medium enterprises, as defined in Micro, Small and Medium Enterprises Development Act, 2006 as on March 31, 2011.

4. Operating Leases where the company is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 1 to 9 years. The terms of leas include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Profit & Loss Account amount to Rs.107,796 Thousand (included in Schedule 14 – Administration and Other Expenses Rs.106,654 Thousand and in Schedule 15 – Personnel Expenses Rs.1,142 Thousand [(Previous Year Rs.113,487 Thousand) (included in Schedule 14 – Administratio and Other Expenses Rs.112,123 Thousand and in Schedule 15 – Personnel Expenses Rs.1,364 Thousand)].

5. The Company is not engaged in either manufacturing or trading of goods. Accordingly disclosures relating to Quantitative information as required under Part II of Schedule VI to the Act, with regard to finished goods / raw materials and components consumed are not applicable.

6. (1) Related Party Disclosures

A) names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard – 18 specified in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended march 31, 2011:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Info Edge USA Inc. (IEUI)

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Associates

DC Foodiebay Online Services Private Limited (DCFOSPL)

Nogle Technologies Private Limited (NTPL)

Key management Personnel (KmP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-Executive Directors

Sandeep Murthy (resigned w.e.f April 30, 2010)

Kapil Kapoor

7 (2) Related Party Transactions for the year ended march 31, 2010

A) names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard – 18 specified in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended march 31, 2010:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Info Edge USA Inc.

Associates

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Key management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)

Oyster Learning (Proprietorship concern of Ms. Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-Executive Directors

Sandeep Murthy

Kapil Kapoor

8. Employee Stock Option Scheme

The company has set up a trust to administer the ESOP scheme under which options have been granted to employees. Under this scheme the employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The options granted till March 31, 2011 have a vesting period of maximum of 3 years from the date of grant.

9. (A) In respect of options vested during the year, had the fair value method been used, the profit for the year would be lower by Rs.74,224 Thousand (Previous year 76,939 Thousand) and the EPS would be Rs.14.02 (Previous year 9.02).

10. The Company has received legal notices of claims/lawsuits filed against it relating to infringement of Intellectual Property Rights (IPR) in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

11. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres.com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure is required.

12. The Company had raised Rs.1,703,632 Thousand through Initial Public Offer of Shares (IPO) in the month of November, 2006 by issuance of 5,323,851 equity shares of Rs.10/- each at a premium of Rs.310/- per share. The utilisation out of such gross proceeds till March 31, 2011 is as given below. The balance amount of IPO proceeds remains invested in debt based mutual funds and fixed deposits in banks.

13. As at March 31, 2011 the company had Rs.122 Thousand (Previous Year Rs.122 Thousand) outstanding with ICICI bank towards unpaid application money received by the company for allotment of securities and due for refund and Rs.62 Thousand (Previous Year Rs.46 Thousand) as unclaimed dividend outstanding with Kotak Mahindra Bank. These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

14. Employee benefits

The Company has classified the various benefits provided to employees as under:

b. State Plans

a) Employers Contribution to Employee State Insurance

C. Defined benefit Plans

a) Contribution to Gratuity Funds – Life Insurance Corporation of India, Group Gratuity Scheme

b) Leave Encashment/ Compensated Absences for Employees

21 (b) Employee benefits for the previous financial year 2009-10:

The Company has classified the various benefits provided to employees as under:

A. Defined Contribution Plans

a) Provident Fund

b. State Plans

a) Employers Contribution to Employee State Insurance

C. Defined benefit Plans

a) Contribution to Gratuity Funds – Life Insurance Corporation of India

b) Leave Encashment/ Compensated Absences for Employees

15. Exceptional item in Profit & Loss Account represents provision for permanent diminution in carrying value of long term investment in Info Edge (India) Mauritius Limited and the capital gains of Rs.55,487 Thousand (Net of Tax Rs.37,055 Thousand) on account of sale of investment in equity shares of MakemyTrip, Mauritius.

16. The company has made long term strategic investments in certain subsidiaries/associate companies, which are in their initial stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2011. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities the diminution in carrying value of the investments as compared to their current net worth, is considered to be temporary in nature and therefore no provision is required at this stage (other than the investments referred in Note 23 above).

17. Previous years figures have been regrouped / recast to confirm to current years presentation.


Mar 31, 2010

1. The Company was converted to a public limited company and its name was changed to Info Edge (India) Limited with effect from April 27, 2006.

2. As on March 31, 2010 there is an advance of Rs 69,260 Thousand (Previous Year Rs. 82,942 Thousand) outstanding against capital account contracts. This primarily includes the following:

(i) Rs. 62,286 Thousand (Previous year Rs. 62,286 Thousand) relating to the project for construction of office building on leasehold land which remains outstanding as the project has been delayed. The management expects to commence this project in the next financial year for which appropriate permissions for extending the time limit for construction have been taken from the local development authority.

(ii) Rs. 6,089 Thousand (Previous year Rs. 18,926 Thousand) relating to ERP implementation project with an estimated value of contract of Rs. 8,682 Thousand (Previous year Rs 25,000 Thousand) (gross) remaining to be executed on capital account.

(iii) Rs. 885 Thousand (Previous year Rs. 1,730 Thousand) advanced against multiple contracts with total estimated value of contracts of Rs. 1,281 Thousand (gross) (Previous year Rs. 2,658 Thousand) (gross) remaining to be executed on capital account.

3. Based on information available with the Company, there are no dues to micro, small and medium enterprises, as defined in Micro, Small and Medium Enterprises Development Act, 2006 as on March 31, 2010.

4. Operating Leases where the company is a lessee:

The company has entered into lease transactions mainly for leasing of office premises for periods between 1 to 9 years. The terms of lease include terms of renewal, increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Profit & Loss Account amount to Rs 113,487 Thousand (included in Schedule 13 - Administration and Other Expenses Rs. 112,123 Thousand and in Schedule 14 - Personnel Expenses Rs 1,364 Thousand [(Previous Year Rs. 111,329 Thousand) (included in Schedule 13 - Administration and Other Expenses Rs. 108,821 Thousand and in Schedule 14 - Personnel Expenses Rs 2,508 Thousand)].

5. The Company is not engaged in either manufacturing or trading of goods. Accordingly disclosures relating to Quantitative information as required under Part II of Schedule VI to the Act, with regard to finished goods / raw materials and components consumed are not applicable.

6. (1) Related Party Disclosures

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard – 18 specified in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended March 31, 2010:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL)

Naukri Internet Services Private Limited (NISPL)

Info Edge (India) Mauritius Limited (IEIML)

Allcheckdeals India Pvt. Ltd. (ACDIPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Info Edge USA Inc. (IEUI)

Associates

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant infl uence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani) Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-Executive Directors

Sandeep Murthy Kapil Kapoor

1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust during the year are as below:

(a) Dividend paid Rs. 451 Thousand

(b) Advances paid (net) Rs. 3,470 Thousand

7 (2) Related Party Transactions for the year ended 31st March, 2009

A) Names of related parties with whom transactions were carried out and description of relationship as identified and certifi ed by the Company as per the requirements of Accounting Standard – 18 specifi ed in Companies (Accounting Standard) Rules, 2006 and where control exists for the year ended March 31, 2009:

Subsidiaries

Jeevansathi Internet Services Private Limited ( JISPL) Naukri Internet Services Private Limited (NISPL) Info Edge (India) Mauritius Limited (IEIML) Allcheckdeals India Pvt. Ltd. (ACDIPL) Info Edge USA Inc.

Associates

eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)

Applect Learning Systems Pvt. Ltd. (ALSPL)

Key Management Personnel (KMP) & Relatives

Mr Sanjeev Bikhchandani

Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)

Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)

Mr Hitesh Oberoi

Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)

Mr Ambarish Raghuvanshi

Enterprises over which KMP & Relatives have significant influence

Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani) Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)

Independent Directors- Non Executive

Arun Duggal

Ashish Gupta

Bala Deshpande

Naresh Gupta

Saurabh Srivastava

Non-Executive Directors

Sandeep Murthy

Kapil Kapoor

8 . Employee Stock Option Scheme

The company has set up a trust to administer the ESOP scheme under which options have been granted to employees. Under this scheme the employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The options granted till March 31st 2010 have a vesting period of maximum of 3 years from the date of grant.

9. (A) In respect of options vested during the year, had the fair value method been used, the profit for the year would be lower by Rs 76,939 Thousand (Previous year 108,038 Thousand) and the EPS would be Rs 18.04 (Previous year 17.91).

10. The Company has received legal notices of claims/lawsuits filed against it relating to infringement of Intellectual Property Rights (IPR) in relation to the business activities carried on by it. In the opinion of the management, no material liability is likely to arise on account of such claims/law suits.

11. The company is primarily in the business of internet based service delivery operating in four service verticals through web portals in respective vertical namely Naukri.com for recruitment related services, Jeevansathi.com for matrimony related services, 99acres. com for real estate related services and Shiksha.com for education related services. The other activities comprise of placement search services and real estate broking services. The segment revenues, results and assets of the other activities do not constitute reportable segment under Accounting Standard 17 on Segment Reporting and accordingly no disclosure is required.

12. The Company had raised Rs 1,703,632 Thousand through Initial Public Offer of Shares (IPO) in the month of November, 2006 by issuance of 5,323,851 equity shares of Rs. 10/- each at a premium of Rs. 310/- per share. The utilisation out of such gross proceeds till March 31, 2010 is as given below. The balance amount of IPO proceeds remains invested in debt based mutual funds and fixed deposits in banks.

13. As at March 31, 2010 the company had Rs 122 Thousand (Previous Year Rs. 122 Thousand) outstanding with ICICI bank towards unpaid application money received by the company for allotment of securities and due for refund and Rs 46 Thousand (Previous Year Rs. 33 Thousand) as unclaimed dividend outstanding with Kotak Mahindra Bank. These amounts are not available for use by the company and will be credited to Investor Education & Protection Fund as and when due.

14. Exceptional item in Profit & Loss Account represents provision for permanent diminution in carrying value of long term investment in Info Edge (India) Mauritius Limited.

15. The company has made long term strategic investments in certain subsidiary/associate companies, which are in their initial stages of operations and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth. In the opinion of the management considering the nature of the industry and the stage of operations of these entities, the diminution in carrying value of the investments is considered to be temporary in nature and therefore not considered for any provision at this stage (other than the investments referred in Note 23 above).

16. Previous years figures have been regrouped / recast to confirm to current years presentation.

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