Key Transactions Approved

1. Acquisition of Sunrise Mentors Private Limited (CodingNinjas)

The Board approved the acquisition of the entire remaining shareholding in subsidiary Sunrise Mentors Private Limited (CodingNinjas) from its founders.

Transaction Details:

  • Number of shares acquired: 74,741 equity shares
  • Price per share: ₹5,340.23
  • Total consideration: ₹39.91 crores
  • Percentage stake acquired: 45.36% on fully converted and diluted basis (as on date)
  • Acquisition method: Secondary acquisition from founders
  • Payment structure: Cash consideration paid in 4 tranches:
  • 25% (₹9.98 crores) disbursed on closing of Share Purchase Agreement
  • Remaining 75% (₹29.93 crores) in three equal tranches on March 31, 2027, March 31, 2028, and March 31, 2029
  • Completion timeline: Within 45 days subject to fulfilment of customary conditions precedent

Target Company Details:

  • Legal name: Sunrise Mentors Private Limited (CodingNinjas)
  • Address: C-104, M.K. Residency Apartment, Sector 11, Plot 8B Dwarka, West Delhi, Delhi, 110075
  • Business: Online education provider operating e-learning platform 'Coding Ninjas'
  • Incorporation date: May 18, 2016
  • Country of operation: India
  • Financial performance (₹ crores):
  • FY 2023-24: Turnover ₹53.31
  • FY 2024-25: Turnover ₹67.15
  • FY 2025-26: Turnover ₹97.43, PAT (₹13.36), Networth (₹34.98)

Regulatory Classification:

  • Classified as related party transaction under Regulation 2(1)(zc) of SEBI Listing Regulations
  • Sellers are whole-time directors and related parties of CodingNinjas
  • Consideration not on arm's length basis but considered economically favorable
  • Approved by Audit Committee and Board as in best interests of company and shareholders

Strategic Rationale:

  • Maximize business synergies between Naukri and Coding Ninjas platforms
  • Unlock growth and profitability improvements for Coding Ninjas
  • Enable Naukri to build mini AI course offerings for its users
  • Founders will be employed by Company receiving salary and performance incentives

Post-Transaction Structure:

  • Company will hold 100% stake in CodingNinjas (directly and through SIHL)
  • CodingNinjas will become wholly owned subsidiary
2. Additional Contribution to B8 Fund I

The Board approved entering into contribution agreement with B8 Fund I for additional commitment.

Investment Details:

  • Fund: B8 Fund I, a scheme launched by B8 Trust
  • B8 Trust status: Registered with SEBI as Category II Alternative Investment Fund under SEBI (AIF) Regulations, 2012
  • Additional commitment: ₹180 crore
  • Previous commitment: ₹250 crore (disclosed February 26, 2026)
  • Total commitment: ₹430 crore aggregate
  • Investment method: Directly and/or through wholly owned subsidiaries

Fund Details:

  • Legal structure: Trust registered under Indian Trust Act, 1882
  • Address: Ground Floor, 12 A, 94, Meghdoot Building, Nehru Place, New Delhi – 110019
  • Financial position (March 31, 2026): Networth ₹122.81 crores, PAT (₹2.18 crores)
  • Turnover: Not applicable (incorporated and launched in FY26)
  • Investment objective: Generate long-term growth, support Indian entrepreneurial ecosystem by investing in growth stage tech-enabled companies primarily focused in India

Related Party Aspect:

  • Smartweb Internet Services Ltd (wholly owned subsidiary) acts as Investment Manager and Sponsor of the Fund
  • Fund and its schemes regarded as related party under Regulation 2(1)(zb) of Listing Regulations
  • Transaction done at arm's length basis
  • Promoter/Promoter Group/Group Companies have no interest in the investment

Strategic Rationale:

  • In line with Company's strategy on external financial investments
  • Focused on value creation in medium to long term prospects of the Company

Meeting Details

  • Meeting date: July 6, 2026
  • Commencement time: 08:05 pm
  • Conclusion time: 08:52 pm