INFO EDGE (IN D IA ) LIMITED

INDEPENDENT AUDITOR'S REPORT

To th e M em bers o f Info Edge (In dia ) Lim ited

Report on the Audit of the Standalone Ind AS Financial Statem ents

Opinion
We have audited the acco m p an yin g standalone Ind AS finan cial state m e nts o f Info Edge (In dia ) Lim ited (“the C om pany” ), w hich com prise the Balance sh e e t as at
March 31 2019, the S tatem ent o f Profit and Loss, in clu d in g th e s ta te m e n t o f Other Com prehensive Incom e, the Cash Flow S tatem ent and the Statem ent o f Changes
in Equity fo r the year then ended, and notes to the finan cial state m e nts, in clu d in g a su m m a ry o f s ig n ific a n t acco un tin g policies and oth e r explanatory in form ation.
In our opinion and to th e best o f ou r in fo rm a tio n and according to the explanations given to us, the aforesaid standalone Ind AS finan cial s ta te m e n ts give the
in fo rm a tio n required by th e Com panies Act, 2013 ( “the A ct” ) in th e m anner so required and give a tru e and fair v ie w in co n fo rm ity w ith th e acco un tin g principles
generally accepted in India, o f th e state o f a ffa irs o f th e Company as at March 31, 2019, its p ro fit in clu d in g other com prehensive incom e its cash flo w s and the
changes in eq u ity fo r the year ended on th a t date.

Basis for Opinion

We conducted ou r au dit o f the standalone Ind AS finan cial state m e nts in accordance w ith th e Standards on A u d itin g (SAs), as specified under section 14 3 (1 0 ) o f the
Act. Our re sp o n sib ilitie s under th ose Standards are fu rth e r described in the 'Auditor's R esponsibilities fo r the A udit o f th e Standalone Ind AS Financial Statem ents'
section o f our report. We are in de pen de nt o f the Company in accordance w ith th e 'Code o f Ethics' issued by th e In s titu te o f Chartered A ccou ntants o f India to gether
w ith th e ethical req uire m e nts th a t are relevant to ou r au dit o f the fin a n cia l s ta te m e n ts under th e pro visio ns o f the A ct and th e Rules thereunder, and we have
fu lfille d ou r other eth ica l re s p o n s ib ilitie s in accordance w ith th ese req uire m e nts and th e Code o f Ethics. We believe th a t th e au dit evidence we have obtained is
s u ffic ie n t and appropriate to provide a basis fo r ou r au dit opinion on the standalone Ind AS finan cial statem ents.

Key Audit Matters

Key au dit m a tte rs are th ose m a tte rs th at, in our professional ju d g m e n t, w ere o f m ost sign ifican ce in ou r au dit o f the standalone Ind AS finan cial state m e nts for
the finan cial y ear ended March 31, 2019. These m a tte rs w ere addressed in th e context o f ou r au dit o f the standalone Ind AS finan cial state m e nts as a w hole, and
in fo rm in g ou r opinion thereon, and we do not provide a separate opinion on th e se m a tte rs. For each m a tte r below, our d e scrip tion o f how our au dit addressed the
m a tte r is provided in th a t context.
We have de term in ed the m a tte rs described below to be th e key au dit m a tte rs to be com m un icate d in ou r report. We have fu lfille d th e re s p o n s ib ilitie s described in
the A uditor's re s p o n s ib ilitie s fo r the au dit o f the standalone Ind AS finan cial state m e nts section o f ou r report, in clu d in g in relation to th ese m atters. Accordingly,
our audit included th e pe rform an ce o f procedures designed to respond to our asse ssm e nt o f the risks o f m aterial m iss ta te m e n t o f th e standalone Ind AS financial
state m e nts. The results o f ou r au dit procedures, in clu d in g the procedures perform ed to address the m a tte rs below, provide th e basis fo r our au dit opinion on the
acco m p an yin g standalone Ind AS fin a n cia l statem ents.

Key audit m atters
Im pairm ent of investm ents in subsidiaries and joint ventures (a s de scrib ed in n o te 31 an d n o te no 3 5 o f the sta n d a lo n e In d AS fin a n c ia l sta te m e n ts )
At March 31, 2019, the in ve stm e n ts in subsid iaries and jo in t v e n tu re s am ou nt
to ' 1 0 ,33 3.0 8 mn.
The m anagem ent assesses at least a n nu ally the existence o f im p a irm e n t
in dicators o f each in ve stm e n t in subsid iary and jo in t venture, and in case of
such existence, th ese asse ts are subject to an im p a irm e n t te st.
D uring the c u rre n t year, im p a irm e n t in dicators w ere id en tified by the
m anagem ent in its in v e s tm e n ts a m o u n tin g to '3 ,6 8 9 .9 2 m n in tw o s u b sid ia rie s .
As a result, an im p a irm e n t asse ssm e nt w as required to be perform ed by
th e Com pany by com p arin g the c a rryin g v alu e o f th ese in ve stm e n ts to th e ir
recoverable a m o u n t to de term in e w h e th e r an im p a irm e n t w as required to be
recognised.
For the purpose o f the above im p a irm e n t te stin g , recoverable am o u n t has
been de term in ed by reference to th e u n d e rlyin g expected cash flo w s fro m the
u n d e rlyin g bu siness a c tiv itie s being un dertaken by these subsid iaries and
u n d e rlyin g investees.
Further, the de te rm in a tio n o f th e recoverable am o u n t o f th e in ve stm e n ts in
th e tw o subsid iaries involved ju d g m e n t due to in h e re n t u n ce rta in ty in the
a ssu m p tio n s s u p p o rtin g the recoverable am o u n t o f th ese in ve stm en ts.
A ccordingly, the im p a irm e n t o f in ve stm e n ts in tw o subsid iaries was
d eterm ined to be a key au dit m a tte r in our au dit o f th e standalone Ind AS
finan cial statem ents.
How our audit addressed the key audit m atter
Our audit procedures included the follow ing:
• We understood, evaluated and te ste d th e op era tin g effe ctive n e ss o f
in tern al contro ls im plem ented by the Company re lating to id e n tifica tio n o f
im p a irm e n t in dicators and va lu a tio n o f in ve stm e n ts in subsidiaries.
• We evaluated the Com pany's va lu a tio n m ethodology applied in d e te rm in in g
the recoverable am ou nt. In m a king th is evaluation, we also assessed the
o b je ctivity and independence o f Com pany's specia lists involved in the
process.
• We evaluated the a ssu m p tio n s around th e key drive rs o f th e cash flo w
forecasts in clu d in g e stim ated reserved, d isc o u n t rates, expected gro w th
rates and te rm in a l grow th rates used w ith assistance from ou r valu ation
specialists.
• We also re-perform ed the s e n s itiv ity a n a lysis around th e key assu m p tio ns
in order to asce rtain the e xte n t o f change in th ose a ssu m p tio n s required
in divid ua lly or collectively to re su lt in a fu rth e r im pa irm e nt.
• We discussed p o ten tia l changes in key drive rs as com pared to previous
year / actual pe rform an ce w ith m anagem ent to evaluate the s u ita b ility o f
in p u ts and assu m p tio ns used in the cash flo w forecasts.
• We te ste d th e a rith m e tica l accuracy o f th e m odels.

• We have also assessed th e adequacy o f the d isclo sure s made in the

finan cial statem ents.

Inform ation Other than the Financial S tatem ents and Auditor’s Report Thereon
The C om pany's Board o f D irectors is responsible fo r the o th e r in form ation. The other in fo rm a tio n com p rises th e in fo rm a tio n included in th e A nnual report, bu t does
not in clude the standalone Ind AS finan cial state m e nts and our au ditor's rep ort thereon.

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Our opinion on th e standalone Ind AS finan cial state m e nts does no t cover th e other in fo rm a tio n and we do not express any fo rm o f assurance conclusion thereon.
In connection w ith our au dit o f th e standalone Ind AS fin a n cia l state m e nts, ou r re sp o n sib ility is to read the other in fo rm a tio n and, in doing so, consider w h e th e r the
other in fo rm a tio n is m a terially in c o n s is te n t w ith the finan cial sta te m e n ts or our know ledge obtained in the au dit or otherw ise appears to be m aterially m isstated.
If, based on th e w o rk we have perform ed, we conclude th a t th ere is a m aterial m iss ta te m e n t o f th is other in fo rm a tio n , we are required to rep ort th a t fact. We have
no th in g to rep ort in th is regard.

Responsibilities o f Managem ent for the Standalone Ind AS Financial Statem ents
The Com pany's Board o f D irectors is responsible fo r the m a tte rs stated in section 1 3 4 (5 ) o f the Act w ith respe ct to th e preparation o f these standalone Ind AS
finan cial state m e nts th a t give a tru e and fa ir v ie w o f th e finan cial position, finan cial pe rform an ce in clu d in g other com prehensive incom e, cash flo w s and changes
in eq uity o f th e Company in accordance w ith the acco un tin g principles generally accepted in India, in clu d in g th e Indian A ccou nting Standards (Ind AS) specified
under section 133 o f the Act read w ith th e Com panies (Indian A ccou nting Standards) Rules, 2015, as am ended. This re sp o n sib ility also in clude s m a in ten ance of
adequate acco un tin g records in accordance w ith th e provisions o f th e Act fo r safeguarding o f the asse ts o f th e Company and fo r p re ve nting and d e te c tin g frauds
and other irre gularities; selection and application o f appropriate acco un tin g policies; m a king ju d g m e n ts and e s tim a te s th a t are reasonable and prudent; and the
design, im plem e nta tio n and m ain ten ance o f adequate in tern al finan cial controls, th a t w ere operating effe c tiv e ly fo r e n su rin g the accuracy and com p le ten ess of
the acco un tin g records, relevant to th e preparation and presentation o f the standalone Ind AS finan cial s ta te m e n ts th a t give a tru e and fa ir v ie w and are free from
m aterial m isstatem ent, w h e th e r due to fraud or error.
In preparing th e standalone Ind AS finan cial state m e nts, m anagem ent is responsible fo r asse ssin g th e C om pany's ab ility to continue as a going concern, disclosing,
as applicable, m a tte rs related to going concern and u s in g the going concern basis o f acco un tin g un le ss m anagem ent eithe r in ten ds to liquidate the Com pany or to
cease operations, or has no re a listic a ltern ative bu t to do so.
The Board o f Directors are also responsible fo r overseeing the Com pany's finan cial re p o rtin g process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statem ents
Our objectives are to obtain reasonable assurance about w h e th e r the standalone Ind AS finan cial state m e nts as a w hole are free from m aterial m isstatem ent,
w h e th e r due to fraud or error, and to issue an au ditor's rep ort th a t in clude s ou r opinion. Reasonable assurance is a high level o f assurance, b u t is not a guarantee
th a t an au dit conducted in accordance w ith SAs w ill alw a ys d e te ct a m aterial m iss ta te m e n t w hen it exists. M isstatem ents can arise from fraud or error and are
considered m aterial if, in d iv id u a lly or in the aggregate, th e y could reasonably be expected to in flu e n ce the econom ic decisions o f users taken on the basis o f these
standalone Ind AS finan cial statem ents.
As pa rt o f an au dit in accordance w ith SAs, we exercise professional ju d g m e n t and m a in tain professional s ke p tic is m th ro u g h o u t th e audit. We also:
• Id entify and assess the risks o f m aterial m iss ta te m e n t o f th e [s ta n d a lo n e ] Ind AS finan cial state m e nts, w h e th e r due to fraud or error, design and perform
au dit procedures responsive to th ose risks, and obtain au dit evidence th a t is s u ffic ie n t and appropriate to provide a basis fo r ou r opinion. The ris k o f not
d e te c tin g a m aterial m iss ta te m e n t re s u ltin g from fraud is higher th an fo r one re s u ltin g from error, as fraud may involve collusion, forgery, in te n tio n a l om issions,
m isre presen tation s, or th e override o f in te rn a l control.
• Obtain an un d e rsta n d in g o f in tern al control relevant to the au dit in order to design audit procedures th a t are appropriate in th e circu m stan ce s. Under section
1 4 3 (3 )(i) o f the Act, we are also responsible fo r expre ssing ou r opinion on w h e th e r th e Company has adequate in te rn a l fin a n cia l contro ls sys te m in place and
the operating effe ctive n e ss o f such controls.
• Evaluate the appropriateness o f acco un tin g policies used and the reasonableness o f acco un tin g e s tim a te s and related d isclo sure s made by m anagem ent.
• Conclude on the appropriateness o f m anagem ent's use o f th e going concern basis o f acco un tin g and, based on the au dit evidence obtained, w h e th e r a m aterial
u n ce rta in ty exists related to events or co n d itio n s th a t may cast s ig n ific a n t doubt on the Com pany's a b ility to continue as a going concern. If we conclude th a t a
m aterial u n ce rta in ty exists, we are required to draw atte n tio n in ou r au ditor's rep ort to the related d isclo sure s in the finan cial s ta te m e n ts or, if such disclosures
are inadequate, to m o dify our opinion. Our conclu sio ns are based on th e au dit evidence obtained up to th e date o f ou r auditor's report. However, fu tu re events
or co n d itio n s may cause the Company to cease to continu e as a going concern.
• Evaluate th e overall presentation, s tru c tu re and c o n te n t o f the standalone Ind AS fin a n cia l state m e nts, in clu d in g th e disclo sure s, and w h e th e r the standalone
Ind AS finan cial s ta te m e n ts represent the u n d e rlyin g tra n sa ctio n s and events in a m anner th a t achieves fair presentation.
We com m un icate w ith those charged w ith governance regarding, am ong other m atters, th e planned scope and tim in g o f the au dit and s ig n ific a n t au dit findings,
in clu d in g any s ig n ific a n t deficiencies in in tern al contro l th a t we id e n tify d u ring ou r audit.
We also provide th ose charged w ith governance w ith a s ta te m e n t th a t we have com plied w ith relevant ethical re q uire m e nts regarding independence, and to
com m un icate w ith th e m all relationships and other m a tte rs th a t may reasonably be th o u g h t to bear on ou r independence, and w here applicable, related safeguards.
From th e m a tte rs com m un icate d w ith th ose charged w ith governance, we de term in e th ose m a tte rs th a t w ere o f m o st s ig n ifica n ce in th e au dit o f the standalone
Ind AS finan cial sta te m e n ts for the finan cial y ear ended March 31, 2019 and are th e re fo re the key au dit m atters. We describe th ese m a tte rs in ou r auditor's
rep ort un le ss law or regulation precludes public disclo sure ab ou t the m a tte r or w hen, in extrem ely rare circu m stan ce s, w e de te rm in e th a t a m a tte r should not
be com m un icate d in ou r rep ort because the adverse consequences o f doing so w ould reasonably be expected to outw eigh the public in te re s t be ne fits o f such
com m unication.

Report on Other Legal and Regulatory Requirements

1. As required by th e Com panies (A uditor's R eport) Order, 2016 ( “the Order” ), issued by th e Central G overnm ent o f India in te rm s o f sub-section (1 1 ) o f section 143
o f the Act, w e give in th e “Annexure 1” a s ta te m e n t on th e m a tte rs specified in paragraphs 3 and 4 o f the Order.
2. As required by Section 1 4 3 (3 ) o f the Act, we rep ort that:
(a) We have soug ht and obtained all th e in fo rm a tio n and explanations w hich to th e best o f our know ledge and b e lie f w ere necessary fo r th e purposes o f ou r audit;
(b ) In ou r opinion, proper books o f acco un t as required by law have been kept by th e Company so far as it appears fro m our exam ination o f those books;
(c) The Balance Sheet, th e S tatem ent o f Profit and Loss in clu d in g th e Statem ent o f Other C om prehensive Incom e, th e Cash Flow S tatem ent and S tatem ent of
Changes in Equity dealt w ith by th is Report are in ag reem ent w ith th e books o f account;
(d ) In ou r opinion, the aforesaid standalone Ind AS finan cial s ta te m e n ts com ply w ith th e A ccou nting Standards specified under Section 133 o f the Act, read w ith
Com panies (Indian A ccou nting Standards) Rules, 2015, as am ended;

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(e) On th e basis o f the w ritte n rep resentations received from th e d ire cto rs as on March 31, 2019 taken on record by the Board o f D irectors, none o f the directors
is disq ualified as on March 31, 2019 from being appointed as a d ire c to r in te rm s o f Section 164 (2 ) o f th e Act;
(f) W ith respect to the adequacy o f th e in te rn a l finan cial contro ls over finan cial re p o rtin g o f th e Company w ith reference to th ese standalone Ind AS finan cial
state m e nts and the operating effe ctive n e ss o f such controls, refer to our separate Report in “Annexure 2” to th is report;
(g) In ou r opinion, th e m anagerial rem uneration fo r the y ear ended March 31, 2019 has been paid / provided by th e Company to its d ire c to rs in accordance w ith
the provisions o f section 197 read w ith Schedule V to the Act;
(h ) W ith respect to the o th e r m a tte rs to be included in the A uditor's Report in accordance w ith Rule 11 o f th e Com panies (Audit and A u d ito rs) Rules,2014, as
am ended in ou r opinion and to the best o f ou r in fo rm a tio n and according to th e explanations given to us:
i. The Company has disclosed the im p a ct o f pending litig ations on its finan cial position in its standalone Ind AS finan cial state m e nts - Refer Note 27 to the
standalone Ind AS finan cial statem ents;
ii. The Com pany did not have any long-term co n tra cts in clu d in g de rivative contra cts fo r w hich there w ere any m aterial foreseeable losses;
iii. There has been no delays in tra n s fe rrin g am ounts, required to be tra n sfe rre d , to the In ve sto r Education and protection Fund by th e Company.

For S.R. Batliboi & Associates LLP

Chartered A ccountants
ICAI Firm R egistration Number:

per Yogesh Midha

P artner
M em bership Num ber: 94941
Place o f Signature: Noida
Date: May 28, 2019

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Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirem ents” of our report o f even date

Re: Info Edge (In dia ) Lim ited ('the com p an y')
(i) (a) The Company has m a in tained proper records s how in g fu ll pa rticulars, in clu d in g q u a n tita tiv e d e tails and s itu a tio n o f fixed assets.
(b ) All fixed asse ts have not been ph ysically v erified by th e m anagem ent d u ring the year but th ere is a regular program m e o f ve rifica tio n w hich, in our
opinion, is reasonable having regard to the size o f the Company and the nature o f its assets. No m aterial discrep ancie s w ere noticed on such v erifica tio n
(c) A ccording to the in fo rm a tio n and explanations given by the m anagem ent, th e title deeds o f im m ovable pro pe rties included in property, plant and
eq u ip m e n t are held in th e nam e o f th e com pany.
(ii) The C om pany's bu siness does not involve in ve nto ries and, accordingly, th e req uire m e nts under paragraph 3 (ii) o f th e Order are no t applicable to th e Company.
(iii) (a) The Company had granted loan to a com pany covered in the re g iste r m aintained under section 189 o f the Com panies Act, 2013. In our opinion and
according to th e in fo rm a tio n and explanations given to us, the te rm s and co n d itio n s o f the gra n t o f such loan are no t prejudicial to the com pany's
in te re st.
(b ) The Com pany had granted loan to a com pany covered in th e reg ister m a in tained under section 189 o f th e Com panies Act, 2013. The schedule of
rep aym e nt o f principa l and p a ym en t o f in te re st has been stip u la te d fo r the loans granted and the re p a y m e n t/re ce ip ts are regular.
(c) There are no am o u n ts o f loans granted to com panies, firm s or o th e r p a rtie s listed in the re g iste r m aintained under section 189 o f the Com panies Act,
2013 w hich are overdue fo r m ore th an nine ty days.
(iv ) In ou r opinion and according to th e in fo rm a tio n and explanations given to us, pro visio ns o f section 186 o f th e Com panies Act 2013 in respe ct o f in ve stm e n ts
made have been com plied w ith by the com pany. There are no loans, guarantees, and se cu ritie s given in respect o f w hich provisions o f section 185 and 186
o f the Com panies Act 2013 are applicable and hence not com m ented upon.
(v) The Company has not accepted any deposits w ith in the m e an ing o f Sections 73 to 76 o f th e Act and the Com panies (Acceptance o f D eposits) Rules, 2014 (as
am ended). A ccordingly, th e pro visio ns o f clause 3 (v ) o f the Order are not applicable.
(v i) To th e best o f our know ledge and as explained, the Company is not in the business o f sale o f any goods. Therefore, in ou r opinion, th e pro visio ns o f clause
3 (v i) o f the Order are not applicable to th e Company.
(v ii) (a) The Company is regular in d e po siting w ith appropriate a u th o ritie s u n dispu ted s ta tu to ry dues in clu d in g provident fu nd, em ployees' state insurance,
incom e-tax, service tax, valu e added tax, goods and service tax, cess and other s ta tu to ry dues applicable to it. The provisions re lating to sales-tax, duty
o f custom and d u ty o f excise are not applicable to the Company.
(b ) A ccording to the in fo rm a tio n and explanations given to us, th ere are no dues o f provident fund, em ployees' state insurance, incom e tax, service tax,
valu e added tax, goods and service ta x and cess w hich have not been deposited on account o f any dispute.
(c) A ccording to th e in fo rm a tio n and explanations given to us, there are no dues o f provident fund, em ployees' state insurance, valu e added tax, goods and
service ta x and cess w hich have not been deposited on acco un t o f any dispute. The dues o f incom e-tax, service ta x and o th e r s ta tu to ry dues on account
o f any disp ute , are as follows:

Name o f the s ta tu te Nature o f the dues A m ount Unpaid Period to w hich th e am ou nt Forum w here th e disp ute
(Rs) A m ount relates is pending
Finance Act, 1994 Business Support Services 27,310,388 21 ,900,520 2003-2012 Custom excise and Service
A dvertise m e nt Services Tax Appellate Tribunal
Finance Act, 1994 Wrong a vailm e nt o f Cenvat Credit 1,290,882 1,290,882 April 01, 2010 to March 31, 2011 C om m issioner - Service
Tax
Incom e Tax Act, 1961 Depreciation on in tan gib le assets 3 ,9 6 1 ,4 4 4 2 0 0 4 -2 0 0 5 CIT (Appeals)
Incom e Tax Act, 1961 Depreciation on in tan gib le assets 2,270 ,44 7 2 0 0 5 -2 0 0 6 CIT (Appeals)
Incom e Tax Act, 1961 D isallow ance o f ESOP expenses, 21,707,080 21,707,080 2010-2011 Incom e Tax Appellate
D isallow ance u /s 14A Tribunal
Incom e Tax Act, 1961 D isallow ance o f ESOP expenses, 1,817,559 1,817,559 2011-2012 Incom e Tax Appellate
D isallow ance u /s 14A Tribunal
Incom e Tax Act, 1961 D isallow ance u /s 14A 4,88 9 ,8 3 2 4,88 9 ,8 3 2 2012-2013 CIT (Appeals)
D isallow ance o f ESOP expenses,
Fee paid to R egistrar o f
Com panies, Tradem ark expenses
and stale cheques
Incom e Tax Act, 1961 D isallow ance o f ESOP Expenses, 9,04 4 ,6 7 0 9,04 4 ,6 7 0 2013-14 CIT (Appeals)
D isallow ance u /s 14A
Incom e Tax Act, 1961 D isallow ance o f ESOP Expenses, 8 4 ,0 9 8 ,4 4 0 7 9 ,0 9 8 ,4 4 0 2014-15 CIT (Appeals)
D isallow ance u /s 14A
Incom e Tax Act, 1961 D isallow ance o f ESOP Expenses, 19,462,130 19,462,130 2015-16 CIT (Appeals)
D isallow ance u /s 14A
Incom e Tax Act, 1961 Com putation made on 182,271 2008-13 Deputy D irector o f the
pre su m p tive basis SAR D ep artm ent o f Zakat and
Incom e Tax
(v iii) In ou r opinion and according to th e in fo rm a tio n and explanations given by the m anagem ent, th e Com pany has not defaulted in rep aym e nt o f dues to any
bank. The Company did not have any o u ts ta n d in g loans or borrow ing dues in respe ct o f a finan cial in s titu tio n or to g o ve rnm ent or dues to debenture holders
d u ring the year.
(ix ) According to the in fo rm a tio n and explanations given by th e m anagem ent, th e Com pany has not raised any m oney by w ay o f in itia l public o ffe r / fu rth e r public
offe r / debt in s tru m e n ts and te rm loans hence, re p o rtin g under clause (ix ) is not applicable to the Company and hence not com m en ted upon.
(x) Based upon the au dit procedures perform ed fo r the purpose o f re p o rtin g th e tru e and fa ir v ie w o f the fin a n cia l state m e nts and according to th e in form ation

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and explanations given by th e m anagem ent, we rep ort th a t no m aterial fraud by th e com pany or no fraud on the com pany by th e o ffice rs and em ployees o f
the Com pany has been noticed or reported d u ring the year.
(xi) According to th e in fo rm a tio n and explanations given by th e m anagem ent, th e m anagerial rem uneration has been paid / provided in accordance w ith the
req uisite approvals m andated by th e pro visio ns o f section 197 read w ith Schedule V to th e Com panies Act, 2013.
(x ii) In our opinion, th e Company is no t a nidhi com pany. Therefore, th e pro visio ns o f clause 3 (x ii) o f the order are not applicable to th e Company and hence not
com m ented upon.
(x iii) According to the in fo rm a tio n and explanations given by the m anagem ent, tra n sa ctio n s w ith the related p a rtie s are in com pliance w ith section 177 and 188 of
Com panies Act, 2013 w here applicable and th e d e tails have been disclosed in th e notes to th e finan cial state m e nts, as required by th e applicable accounting
standards.
(xiv) According to th e in fo rm a tio n and explanations given to us and on an overall exam ination o f the balance sheet, th e com pany has not made any preferential
a llo tm e n t or private placem ent o f shares or fu lly or p a rtly convertible debentures d u rin g the year under review. The Company had m ade a private placem ent
o f shares d u rin g th e y ear ended March 31, 2015; th e am ou nts raised have been used fo r w hich fu n d s w ere raised.
(xv) According to the in fo rm a tio n and explanations given by the m anagem ent, th e Com pany has not entered in to any non-cash tra n sa ctio n s w ith d ire cto rs or
persons connected w ith him as referred to in section 192 o f Com panies Act, 2013.
(xv i) According to the in fo rm a tio n and explanations given to us, th e pro visio ns o f section 45-IA o f th e Reserve Bank o f India Act, 1934 are not applicable to the
Company.

For S.R. Batliboi & Associates LLP

ICAI Firm R egistration N um ber: 1 0 10 49W /E 30 000 4
C hartered A ccountants

per Yogesh Midha

P artner
M em bership Num ber: 94941
Place o f Signature: Noida
Date: May 28, 2019

120 INFO EDGE (IN D IA ) LIM IT ED A N N U A L REPORT 2018-19

INFO EDGE (IN D IA ) LIMITED

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF INFO EDGE (INDIA) LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 o f Section 143 of the Companies Act, 2013 ("the Act”)
We have audited th e in tern al finan cial contro ls over fin a n cia l re p o rtin g o f Info Edge (In dia ) Lim ited ( “the C om pany” ) as o f March 31, 2019 in c o n junction w ith our
audit o f the standalone finan cial sta te m e n ts o f th e Company fo r th e y ear ended on th a t date.

M anagem ent’s Responsibility for Internal Financial Controls

The Com pany's M anagem ent is responsible fo r e s ta b lish in g and m a in ta in in g in tern al fin a n cia l contro ls based on the in te rn a l control over finan cial re p o rtin g criteria
established by th e Company consid erin g th e essential com ponents o f in tern al control stated in the Guidance Note on A udit o f Internal Financial C ontrols Over
Financial R eporting issued by the In s titu te o f C hartered A ccou ntants o f India. These re sp o n sib ilitie s include th e design, im plem e nta tio n and m ain ten ance of
adequate in tern al finan cial contro ls th a t w ere operating effe c tiv e ly fo r e n su ring the orderly and e ffic ie n t cond uct o f its business, in clu d in g adherence to the
Com pany's policies, th e safeguarding o f its assets, the prevention and de tectio n o f frauds and errors, the accuracy and com pleteness o f th e acco un tin g records,
and the tim e ly preparation o f reliable fin a n cia l in fo rm a tio n , as required un de r th e Com panies Act, 2013.

Auditor’s Responsibility
Our re sp o n sib ility is to express an opinion on the Com pany's in te rn a l fin a n cia l contro ls over fin a n cia l re p o rtin g w ith reference to th ese standalone Ind AS financial
s ta te m e n t based on ou r audit. We conducted ou r au dit in accordance w ith the Guidance Note on A udit o f Internal Financial C ontrols Over Financial R eporting (the
“ Guidance N ote” ) and the Standards on A u d itin g as specified under section 1 4 3 (1 0 ) o f the Com panies Act, 2013, to th e e xte n t applicable to an au dit o f intern al
finan cial controls, both issued by th e In s titu te o f C hartered A ccou ntants o f India. Those Standards and the Guidance Note require th a t we com ply w ith ethical
req uire m e nts and plan and pe rform th e au dit to obtain reasonable assurance about w h e th e r adequate in tern al fin a n cia l contro ls over fin a n cia l re p o rtin g w ith
reference to th ese standalone Ind AS Financial state m e nts w as established and m a in tained and if such contro ls operated effe c tiv e ly in all m aterial respects.
Our au dit involves pe rfo rm in g procedures to obtain au dit evidence about the adequacy o f th e in te rn a l finan cial contro ls sys te m over fin a n cia l re p o rtin g w ith
reference to these standalone Ind AS Financial state m e nts and th e ir operating effectiven ess. Our au dit o f in tern al finan cial contro ls over fin a n cia l rep orting
included ob ta in in g an un d e rsta n d in g o f in te rn a l finan cial contro ls over finan cial re p o rtin g w ith reference to th ese standalone Ind AS Financial statem ents,
asse ssin g th e risk th a t a m aterial w ea kn ess exists, and te s tin g and ev a lu a tin g the design and op era tin g effe ctive n e ss o f in te rn a l control based on the assessed
risk. The procedures selected depend on th e auditor's ju dg em e nt, in clu d in g the asse ssm e nt o f th e ris ks o f m aterial m iss ta te m e n t o f the fin a n cia l statem ents,
w h e th e r due to fraud or error.
We believe th a t th e au dit evidence we have obtained is s u ffic ie n t and appropriate to provide a basis fo r our au dit opinion on the in te rn a l finan cial contro ls system
over finan cial re p o rtin g w ith reference to th ese standalone Ind AS Financial statem ents.

Meaning o f Internal Financial Controls Over Financial Reporting

A com pany's in tern al fin a n cia l control over finan cial re p orting w ith reference to th ese standalone Ind AS Financial state m e nts is a process designed to provide
reasonable assurance regarding th e reliab ility o f fin a n cia l re p o rtin g and the preparation o f fin a n cia l state m e nts for external purposes in accordance w ith generally
accepted acco un tin g principles. A com pany's in tern al fin a n cia l contro l over finan cial re p o rtin g w ith reference to th ese standalone Ind AS Financial state m e nts
in clude s those policies and procedures th a t (1 ) pertain to the m a in ten ance o f records th at, in reasonable detail, accurately and fa irly re fle ct the tra nsa ction s
and d isp o s itio n s o f th e asse ts o f th e com pany; (2 ) provide reasonable assurance th a t tra n sa ctio n s are recorded as necessary to p e rm it preparation o f financial
state m e nts in accordance w ith generally accepted acco un tin g principles, and th a t receipts and expe nd iture s o f th e com pany are being made only in accordance
w ith a u th o risa tio n s o f m anagem ent and d ire cto rs o f the com pany; and (3 ) provide reasonable assurance regarding prevention or tim e ly de tectio n o f un authorised
acqu isitio n, use, or d isp o sitio n o f the com pany's asse ts th a t could have a m aterial e ffe c t on th e fin a n cia l statem ents.

Inherent Lim itations of Internal Financial Controls Over Financial Reporting w ith reference to these standalone Ind AS Financial statem ents
Because o f th e in h e re n t lim ita tio n s o f in te rn a l finan cial contro ls over finan cial re p o rtin g w ith reference to th ese standalone Ind AS Financial state m e nts, in cluding
the po ss ib ility o f collusion or im proper m anagem ent override o f controls, m aterial m issta te m e n ts due to error or fraud may occu r and no t be detected. Also,
projections o f any evaluation o f the in tern al finan cial contro ls over fin a n cia l re p o rtin g w ith reference to th ese standalone Ind AS Financial state m e nts to fu ture
periods are subject to th e ris k th a t the in tern al fin a n cia l control over finan cial re p orting m ay becom e inadequate because o f changes in conditions, or th a t the
degree o f com pliance w ith th e policies or procedures may deteriorate.

Opinion
In ou r opinion, th e Company has, in all m aterial respects, an adequate in te rn a l finan cial contro ls sys te m over finan cial re p orting w ith reference to th ese standalone
Ind AS Financial state m e nts and such in tern al finan cial contro ls over finan cial re p o rtin g w ith reference to these standalone Ind AS Financial state m e nts were
operating effe c tiv e ly as at March 31, 2019, based on the in tern al control over fin a n cia l re p o rtin g criteria esta blish ed by the Com pany consid erin g the essential
com ponents o f in tern al control stated in the Guidance Note on A udit o f Internal Financial C ontrols Over Financial R eporting issued by the In s titu te o f Chartered
A ccou ntants o f India.

For S.R. Batliboi & Associates LLP

ICAI Firm R egistration N um ber: 1 0 10 49W /E 30 000 4
C hartered A ccountants

per Yogesh Midha

P artner
M em bership Num ber: 94941
Place o f Signature: Noida
Date: May 28, 2019

INFO EDGE (IN D IA ) LIM IT ED A N N U A L REPORT 2 018-19 121