Directors Report of IndiaMART InterMESH Ltd.

Mar 31, 2025

The Board of Directors of your Company take pleasure in presenting the Twenty-Sixth (26^th) Annual Report of IndiaMART InterMESH
Limited (''Company''), on the business and operations of the Company together with Audited Standalone & Consolidated Financial
Statements and the Auditor''s Report thereon for the financial year ended March 31, 2025 (''FY 2025'').

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2025 is detailed below:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Revenue from Operations	13,200.58	11,389.94	13,883.44	11,96775
Other Income	2,838.09	1,696.19	2,724.18	2,106.10
Total Income	16,038.67	13,086.13	16,607.62	14,073.85
Employee Benefit Expenses	5,526.38	5,073.75	6,009.86	5,440.72
Financial Cost	37.50	42.70	74.06	89.13
Depreciation and amortisation expenses	205.22	245.78	329.44	364.61
Other Expenses	2,539.91	2,977.46	2645.66	3,213.45
Total Expenses	8,309.01	8,339.69	9,059.02	9,107.91
Exceptional items	-	-	-	(18.23)
Share in Net Profit/(loss) of Associate	-	-	(490.51)	(403.94)
Profit before tax	7729.66	4,746.44	7058.09	4,543.77
Total Tax Expenses	165742	1,124.51	1,551.11	1,204.24
Profit for the year	6072.24	3,621.93	5506.98	3,339.53
Other Comprehensive loss for the financial year	(3.03)	(6.11)	(4.24)	(6.81)
Total Comprehensive income/(loss) for the financial year	6,069.21	3,615.82	5,502.74	3,332.72
Earnings per Equity Share (H) - Face value of H 10/- each	101.26	59.84	91.84	55.18

Notee The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian
Accounting Standards (IND AS) The Financial Statements of the Company complied with all aspects of Indian Accounting Standards
(IND AS) notified under Section 133 of the Companies Act, 2013 (''the Act'') read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time and other relevant provisions of the Act

REVIEW OF OPERATIONS AND THE STATE OF
COMPANY''S AFFAIRS

The highlights of the Company''s performance on Standalone

basis are as under:

a) Revenue from Operations reached to H 13,200.58 million in
FY 2025 as against H 11,389.94 million in FY 2024, a growth of
around 15.9% year on year.

b) Collections from customers reached to H 15,256.49 million in
FY 2025 as against H 13,992.96 million in FY 2024 and Deferred
Revenue increased to H 16,002.91 million representing a YoY
growth of 14.7%.

c) The total income increased by 22.6% from H 13,086.13 million
in FY 2024 to H 16,038.67 million in FY 2025.

d) Operating EBITDA, in FY 2025 recorded an increase of 53.8
% over FY 2024 and stood at H 5,134.29 million in comparison
with H 3,338.73 million in FY 2024.

e) Profit before tax (PBT) from ordinary activities is H 7,729.66
million in FY 2025 as against H 4,746.44 million in FY 2024.

The operational performance highlights have been
comprehensively discussed in Management Discussion
and Analysis Report forming an integral part of this
Integrated Annual Report.

DIVIDEND

Based on Company''s Performance and in terms of Dividend
Distribution Policy of the Company, the Board of Directors in its
meeting held on Tuesday, April 29, 2025, recommended a final
dividend of H 30 (i.e., 300%) for FY 2025 and a special dividend
of H 20 (i.e., 200%) per equity share of H 10 each fully paid-up,
subject to the approval of the members at the ensuing Annual
General Meeting (''AGM'') of the Company and shall be subject
to deduction of tax at source. The Dividend will be payable to
all those members whose names will appear in the Register of
Member maintained by the Company''s Registrar and Transfer
Agents / List of Beneficial Owners, as received from National
Securities Depository Limited and Central Depository Services
(India) Limited as on the record date.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (''Listing Regulations''), the Company has
formulated and implemented the Dividend Distribution Policy
(''Policy'') which is displayed on Company''s Website. Further,
the Policy was reviewed, evaluated and modified by the
Board of Directors in their meeting held on April 29, 2025, to
align the said policy in accordance with the current internal
practices and legal requirements. The web-link for the same is
https://investor.indiamart.com/CorporateGovernance.aspx.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General
Reserve for the financial year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS

As prescribed under Section 134(3) of the Act, there have been
no material changes and commitments affecting the financial
position of your Company which occurred between the end of the
financial year of the Company and date of this report, except as
disclosed elsewhere in report:

• In the nature of Company''s Business, and

• In the Company''s Subsidiaries or in the nature of business
carried out by them.

AMALGAMATION AMONGST BUSY INFOTECH
PRIVATE LIMITED, HELLO TRADE ONLINE
PRIVATE LIMITED AND TOLEXO ONLINE PRIVATE
LIMITED (WHOLLY-OWNED SUBSIDIARIES OF THE
COMPANY)

A Scheme of Amalgamation (''Scheme'') amongst Busy Infotech
Private Limited, Hello Trade Online Private Limited and Tolexo
Online Private Limited, wholly-owned subsidiaries of the
Company under the provisions of Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013 was approved
by Hon''ble National Company Law Tribunal, Chandigarh Bench
(''NCLT'') vide it''s order dated January 17, 2025. Consequently,
the Company received the certified copy of the order from the
NCLT on February 12, 2025 and filed the same with Registrar of
Companies on February 14, 2025, which is an effective date of
the Scheme. Accordingly, Busy Infotech Private Limited and Hello
Trade Online Private Limited stands dissolved. The appointed date
for the Scheme was April 1, 2023.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

As on March 31, 2025, the Company has four (4) Wholly-owned
Subsidiary Company(s), one (1) Subsidiary Company and seven
(7) Associate Company(s).

Wholly owned Subsidiary Companies:

1. Busy Infotech Private Limited (''BUSY'')

(Formerly known as Tolexo Online Private Limited'')

2. Tradezeal Online Private Limited (''TOPL'')

3. PayWith Indiamart Private Limited (''PWIPL'')

4. IIL Digital Private Limited (''IIL Digital'')

Subsidiary Company:

1. Livekeeping Technologies Private Limited (''Livekeeping'')
Associate Companies:

1. Simply Vyapar Apps Private Limited (''Vyapar'')

2. Mobisy Technologies Private Limited (''Mobisy'')

3. IB MonotaRO Private Limited (''Industry Buying'')

4. Truckhall Private Limited (''SuperProcure'')

5. Adansa Solutions Private Limited (''Realbooks'')

6. Edgewise Technologies Private Limited (''EasyEcom)

7 Agillos E-Commerce Private Limited (''Aerchain'')

Development/Performance and Financial Position of
each Subsidiary is presented below:

1. Busy Infotech Private Limited (''BUSY'') (Formerly known
as Tolexo Online Private Limited''), was incorporated on
May 28, 2014, as a wholly-owned subsidiary of the Company.

Busy is engaged in the business of providing Business
Accounting Software & Solutions, which are easy-to-use,
powerful & scalable, and is one of the largest accounting
software companies in India. Busy offers its Business
Accounting Software & Solutions on Desktop, Cloud & Mobile
- all three platforms. Apart from enabling the companies to
manage their business accounting, it also provides them
with options to do GST billing, GST return filing, TDS/TCS &
Inventory management. It is also engaged in the business of
building a cloud-based solution for SME businesses to help
them manage their business with increased efficiency.

Pursuant to the Scheme of Amalgamation (''Scheme'')
amongst Busy Infotech Private Limited, Hello Trade Online
Private Limited and Tolexo Online Private Limited, wholly-
owned subsidiaries of the Company, the following are the
developments during FY 2025:

a) Change of name from ''Tolexo Online Private Limited''
changed to ''Busy Infotech Private Limited'' vide
Certificate of incorporation dated March 21, 2025.

b) Alteration of the Memorandum of Association and
Articles of Association by altering the Name Clause,
Main Objects and Capital Clause.

During FY 2025, BUSY''s total Income was H 761.72 million
and net profit after taxation was H 115.46 million.

2. Livekeeping Technologies Private Limited (''Livekeeping''),

was incorporated on January 28, 2015 and it became a
subsidiary of the Company on May 23, 2022. Livekeeping
offers value added services to businesses over their existing
on-premises accounting software like Tally. It provides desktop
based digital integration with on premise accounting software
which syncs the data automatically to its application enabling
the user to view their accounting data on their mobile as well
as web. Businesses can access, analyse and share accounting

information like sales, receivables, outstanding payments
in real time through Livekeeping application. Further, the
higher value subscription package also enables generation of
e-invoices and eway bills through the app and Web.

During FY 2025, Livekeeping''s total Income was H 36.58
million and net loss after taxation was H (154.96) million.

3. Tradezeal Online Private Limited (''TOPL''), was

incorporated on May 31, 2005 as a wholly-owned subsidiary
of the Company. The main object of TOPL is to carry out
business related to Investment and allied activities by
making strategic investments in multiple ventures. Such
investments are in line with the Company''s long-term
objective of offering various SaaS solutions for businesses.
During FY 2025, TOPL made following investments by way
of subscription, purchase or otherwise, in the equity shares,
preference shares and/or other securities:

• Acquired 50,000 0.0001% Compulsorily Convertible
Debentures (''CCDs'') of Edgewise Technologies Private
Limited (''EasyEcom'') on fully converted and diluted
basis for an aggregate consideration of approximately
H 5 crores aggregating to 26.01% in the share capital of
EasyEcom, on fully diluted basis;

• Acquired 6,565 Compulsorily Convertible Preference
Shares (''CCPS'') of Truckhall Private Limited
(''SuperProcure'') on fully converted and diluted basis
for an aggregate consideration of approximately H 10
crores aggregating to 35.04% in the share capital of
SuperProcure, on fully diluted basis;

• Disinvested the entire stake of 26% of share Capital in
Shipway Technology Private Limited (''Shipway'').

During FY 2025, TOPL has no revenue, however its total
Income from other sources was H 121.84 million and net profit
after taxation was H 95.93 million.

4. Pay With Indiamart Private Limited (''PWIPL''), was

incorporated on February 07, 2017, as a wholly-owned
subsidiary of the Company. PWIPL is engaged in providing
the facility of receiving payments on behalf of paid selling
advertisers of the Company.

During FY 2025, PWIPL''s total income was H 731 million and
net loss after taxation was H (1.56) million.

5. IIL Digital Private Limited (''IIL Digital'') was incorporated
on August 27, 2024, as a wholly-owned subsidiary of the
Company. IIL Digital operates in the business of providing a
digital marketplace for connecting business users with the
providers of credit facilities based on their profile. This platform
is intended to help business users understand their profile and
the facilities available to them.

During FY 2025, IIL Digital total income was H 0.21 million
and net loss after taxation was H (0.82) million.

Development/Performance and Financial Position of
each Associate Company(s) is presented below:

1. Simply Vyapar Apps Private Limited (''Vyapar''), was

incorporated on March 08, 2018. It is engaged in the business
of selling ''Vyapar, a Business Accounting Software (both
mobile app as well as desktop versions) with Billing, GST
Invoice, Stock Inventory & Accounting solutions. Vyapar has
become our Associate company on September 05, 2019.

During FY 2025, the Company made an investment in Vyapar
by acquiring 935 equity shares and subscribing to 5,564
Compulsorily Convertible Preference Shares from existing
investors of Vyapar amounting to ~H 111. 87 million. Consequent
to the said acquisition, the aggregate shareholding of the
Company in Vyapar increased from 2745% to 28.70% of its
paid up share capital on fully diluted basis in Vyapar.

As on March 31, 2025, the Company holds 28.70% of its
paid-up share capital on fully diluted basis in Vyapar.
During FY 2023-24, its total Income H 503.12 million and the
net loss after taxation was H (681.03) million.

2. Mobisy Technologies Private Limited (''Mobisy''):

was incorporated on February 04, 2008. It is engaged in
a business of developing web and mobile applications
in relation to sales force and downstream supply chain
automation solutions. It''s main product, Bizom, is a SaaS
based end to end retail intelligence platform for brands
and retailers. It allows businesses to digitize their sales
and distribution using Sales Force Automation (SFA),
Distributor Management System (DMS), and retail execution
and management solutions. It uses a proprietary analytics
engine with AI and ML to deliver custom reports, alerts and
actionable insights to businesses. Mobisy has become our
Associate company on November 15, 2022.

During FY 2025, 1600,000 Compulsorily Convertible
Debentures (''CCD''s) already subscribed by the Company in
Mobisy, in one or more tranches, were converted to 88,104,
0.001% Compulsorily Convertible Preference Shares of face
value of H 1 each to the Company. Additionally, the Company
also made an investment in Mobisy by acquiring 100 equity
shares and subscribing to 91,804 Compulsory Convertible
Preference Shares from existing investors of Mobisy
amounting to ~H 142.64 million during the financial year.

Consequent to the above conversion and acquisition, the
aggregate shareholding of the Company in Mobisy increased
from 25.08% to 31.33% of its paid-up share capital on fully
diluted basis in Mobisy.

During FY 2025, Mobisy also took loan from the Company
amounting to H 30 million which was repaid during the
financial year along with the applicable interest.

As on March 31, 2025, the Company holds 31.33%
in the share capital of Mobisy, on fully diluted basis.
During FY 2023-24, its total Income was H 785.69 million and
the net loss after taxation was H (164.47) million.

3. IB MonotaRO Private Limited (''Industry Buying''),

was incorporated on July 28, 2020. It is engaged in the
e-commerce business for Industrial and Business supplies
in India, under its brand name ''Industry Buying,'' It offers utility
products in Maintenance, Repairs and Overhaul (''MRO'')
categories like power tools, abrasives, electronics, robotics,
hand tools and many more such products to its customers
primarily for industrial purposes. Industry Buying has
become our Associate company on March 03, 2022.

During FY 2025, pursuant to subscription of additional
shares of Industry Buying by MonotaRO Co., Ltd., it''s existing
shareholder, the shareholding of the Company in Industry
Buying diluted from 26.45% of the share capital (on a fully
diluted basis) to 23.69% of the share capital (on a fully diluted
basis) of Industry Buying.

As on March 31, 2025, the Company holds 23.69% in the
share capital of Industry Buying on fully diluted basis. During
FY 2023-24, its total Income was H 491.15 million and the net
loss after taxation was H (48704) million.

4. Truckhall Private Limited (''SuperProcure'') was

incorporated on August 18, 2016. It is engaged in the
business of software development for logistics and
transportation management under the brand name
''SuperProcure'' SuperProcure is a SaaS based end to end
Transport Management Solution that digitizes the entire
freight sourcing, dispatch monitoring and freight settlement
process of the logistics department of manufacturing and
construction enterprises. It allows logistics departments to
find the best possible rates through a transparent bidding
and auction structure, thus saving costs. SuperProcure has
become our Associate company on June 05, 2021.

Post March 2025, the Company indirectly through its
wholly-owned subsidiary, Tradezeal Online Private Limited
(''Tradezeal''), made an investment in SuperProcure by
subscribing to 6,565 Compulsorily Convertible Preference
Shares amounting to H 10 crores. Further, during the year,
30,000, 0.0001% Compulsorily Convertible Debentures
(''CCD''s) already subscribed by the Company in
SuperProcure, in one or more tranches, were converted to
1969, 0.001% Compulsorily Convertible Preference Shares of
face value of H 10 each of the Company.

Consequent to the said above transactions/acquisition,
the aggregate shareholding of Tradezeal in SuperProcure
increased from 27.42% to 35.04% of its paid-up share capital
on fully diluted basis in SuperProcure.

As on March 31, 2025, the Company indirectly through its
wholly-owned subsidiary, Tradezeal Online Private Limited,
holds 35.04% of the share capital of SuperProcure on fully
converted and diluted basis. During FY 2023-24, its total
Income was H 118.42 million and the net loss after taxation
was H (104.02) million.

5. Adansa Solutions Private Limited (''Realbooks'') was

incorporated on May 22, 1973. It is engaged in a business
of offering a cloud-based accounting software product for
businesses. Furthermore, it enables businesses to create
customized invoices, attach files to vouchers, and manage
their inventory. It also enables businesses to manage their
different business units at multiple locations from a single
dashboard. Realbooks has become our Associate Company
on April 06, 2022.

As on March 31, 2025, the Company, through its wholly
owned subsidiary, Tradezeal Online Private Limited, holds
26.01% of its paid-up share capital on fully diluted basis in
RealBooks. During FY 2023-24, its total Income was H 49.71
million and the net loss after taxation was H (47.97) million.

6. Edgewise Technologies Private Limited (''EasyEcom''),

was incorporated on January 22, 2015. It offers SaaSbased
online commerce enablement solutions to the merchants
under the brand name EasyEcom. It''s flagship inventory
and warehouse management solutions allow merchants to
allocate, track, and reconcile inventory across various online
and offline sales channels. It also offers additional modules
which automate other back office functions of merchants,
such as shipping related payments reconciliation and
returns reconciliation. EasyEcom has become our Associate
company on January 03, 2022.

During FY 2025, the Company indirectly through its
wholly-owned subsidiary, Tradezeal Online Private
Limited (''Tradezeal''), made an investment in EasyEcom by
subscribing to 50,000 0.0001% Compulsorily Convertible
Debentures (''CCDs'') amounting to H 5 crores.

As on March 31, 2025, the Company indirectly through its
wholly-owned subsidiary, Tradezeal Online Private Limited,
holds 26.01% share capital of EasyEcom on fully converted
and diluted basis. During FY 2023-24, its total Income
was H 111.01 million and the net loss after taxation was
H (91.79) million.

7. Agillos E-Commerce Private Limited (''Aerchain''), was

incorporated on May 05, 2016. It is engaged in the business
of offering SaaS based solutions for businesses to automate
their procurement operations under its brand name ''Aerchain''
Aerchain seamlessly connects relevant stakeholders, brings
visibility, improves efficiency and spreads intelligence
across the entire Source to Pay lifecycle of enterprises.
Further, through their AI and ML based sourcing engine,
they help procurement teams by identifying, analysing and
recommending suppliers to drive cost benefits. Aerchain has
become our Associate company on August 16, 2021.

As on March 31, 2025, the Company indirectly through its
wholly-owned subsidiary, Tradezeal Online Private Limited,
holds 26.23% share capital of Aerchain on fully converted and
diluted basis. During FY 2023-24, its total Income was H 54.11
million and the net loss after taxation was H (78.82) million.

During the financial year, the Board of Directors of the Company
reviewed the affairs of its subsidiary and associate company(s).
Pursuant to the provisions of Section 136 of the Act, separate
audited accounts of the subsidiaries are available on the website
of the Company at https://investor.indiamart.com/Subsidiary
Financials.aspx.

Pursuant to the provisions of Section 129(3) of the Act and Ind -
AS 110 issued by the Institute of Chartered Accountants of India,
the Consolidated Financial Statements of the Company have been
prepared including the financial statements of its subsidiary and
associate company(s), which forms integral part of this Annual
Report. A statement containing the salient features of the financial
statements of the subsidiary and associate company(s) and their
performance is provided in Form AOC-1 which is attached as
''Annexure - 1'' to this report.

Further, during the year under review, the following are the
developments in the Associate company(s):

A) Ceased to be Associate

Shipway Technology Private Limited (''Shipway''): The

Company indirectly through its wholly-owned subsidiary,
Tradezeal Online Private Limited, held 26% share capital
of Shipway on fully converted and diluted basis. Shipway
Technology Private Limited (''Shipway'') ceased to be an
Associate company as the Company through Tradezeal has
disinvested its entire shareholding, i.e. 26% of Share Capital
by way of sale of 4,088 Compulsorily Convertible Preference
Shares (''CCPS'') and 100 Equity shares.

Further, following changes have taken place during the
period subsequent to the end of financial year and till the
date of this Report:

A) Became Associate

Fleetx Technologies Private Limited (''Fleetx''), was

incorporated on July 24, 2017 It is engaged in the business of
offering IoT Enabled Fleet Management and Transportation
Management Solutions for fleet owners and transporters.
Fleetx helps both fleet operators and businesses to digitize
their logistics operations and helps them improve safety,
efficiency and sustainability of their vehicles and operations.
Fleetx platform include Real time Visibility, Improved Asset
Utilization, Theft Prevention, Fuel Savings, Improved Vendor
Performance. Fleetx has become our Associate company on
April 11, 2025.

The Company made an investment in Fleetx by acquiring
808 equity shares and subscribing to 2,226 Compulsorily
Convertible Preference Shares from existing investors of
Fleetx amounting to ~H 28.31 crores. Consequent to the said
acquisition, the aggregate shareholding of the Company in
Fleetx increased from 16.53% to 20.07% of its paid-up share
capital on fully diluted basis in Fleetx.

During FY 2023-24, its total Income was H 601.4 million and
the net loss after taxation was H (244.1) million.

Further, apart from the above, no other company have become or
ceased to be subsidiary, joint venture or associate of the Company
during the financial year.

As on March 31, 2025, there is no material subsidiary of the
Company. The Board of Directors in its meeting held on
October 19, 2024, reviewed, evaluated & modified the Policy
for Determining Material Subsidiary to align the said policy in
accordance with current internal practice and legal requirement.
The Policy for determining material subsidiaries is available
on the Company''s website at https://investor.indiamart.com/
CorporateGovernance.aspx.

SHARE CAPITAL

During FY 2025, there is no change in the Authorised Share Capital
of the Company. As on March 31, 2025, the Authorised Capital of
the Company is H 99,44,25,584/- divided into 9,94,42,460 Equity
Shares having face value of H 10/- each and 3, 0.01% Cumulative
Preference Shares having face value of H 328/- each.

The movement of the issued, subscribed and paid-up share capital
of the Company during the financial year is as follows:

Amount (In H)

Issued, Subscribed and Paid-up Share Capital ^^Cipjtal

At the beginning of the year i.e., as on April 01, 599,791,480

2024 (5,99,79,148 equity shares of H10/- each)

Stock Options allotted during the Financial 5,30,000

Year under Indiamart Employee Stock Option
Scheme, 2018 (53,000 equity shares of H 10/-
each to Indiamart Employees Benefit Trust)

At the end of the year i.e., as on March 31, 2025 600,321,480

(6,00,32,148 equity shares of H 10/- each)

EMPLOYEES STOCK BENEFIT SCHEMES

Your Company has always believed in motivating employees and
rewarding them for their continuous hard work, dedication and
support, which has led the Company on the growth path. In view
of the above, through the below mentioned scheme, the Company
grants share based benefits to eligible employees:

Indiamart Employee Stock Benefit Scheme 2018

Pursuant to a resolution of the Board of Directors dated April
30, 2018 and the shareholders'' resolution dated May 7 2018,
the Company instituted an Employee Stock Benefit Scheme. In
terms of the Indiamart Employee Stock Benefit Scheme 2018
(''Scheme''), eligible employees may be granted options and/
or stock appreciation rights (''SARs''). Pursuant to a trust deed
dated June 14, 2018, a trust by the name "IndiaMART Employee
Benefit Trust" (''EBS Trust'') has been set up in connection with
the implementation of Indiamart Employee Stock Benefit Scheme
2018. The current trustees of the ESOP Trust are Mr. Madhup
Agrawal, Mr. Abhishek Bhartia and Ms. Vasudha Bagri. The
EBS Trust has been set up to implement equity-based incentive
schemes of our Company, including the Indiamart Employee Stock
Benefit Scheme 2018, whereby the Company will initially issue and
allot the Equity Shares to the EBS Trust, which will subsequently,
transfer the Equity Shares to our employees when they exercise
their stock options or SAR units.

In terms of the Scheme and resolutions passed by the Board of
Directors on June 04, 2018 and Shareholders on June 11, 2018, a
maximum of 45,492 stock options resulting into 45,492 Equity
Shares and 1,400,000 SAR units resulting into not more than
7,00,000 Equity Shares in aggregate may be granted to eligible
employees, identified in accordance with the Scheme. Further,
the Board of Directors in it''s meeting held on July 21, 2022 and
the shareholders in the 23^rd Annual General Meeting of the
Company held on September 20, 2022 approved the increase
in the equity pool of existing number of resultant equity shares
against the SAR units by adding 3,00,000 (Three Lakh Only)
fresh equity shares aggregating to not more than 10,00,000 (Ten
Lakh Only) Equity Shares under the Scheme and consequent
amendment in the Scheme.

The Scheme is administered and monitored by the Nomination
and Remuneration Committee of the Company.

During FY 2025, all vested 10,401 ESOP options and 18,324
SARs units were duly exercised. SAR units and ESOP options
so exercised resulted in transfer of 56,124 Equity Shares of the
Company. The details of the Employee Stock Options/SARs as
per Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014 is attached as ''Annexure - 7 to this Report. Further
the Nomination and Remuneration Committee granted 26,950
SARs units to the eligible employees of the Company and of it''s
subsidiaries under the Indiamart Employee Benefit Scheme, 2018
of the Company.

During the financial year, apart from the above mentioned changes,
no other change has been made in the scheme and the scheme
is in line with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("the SEBI (SBEB & SE) Regulations").
A Certificate from M/s. Chandrasekaran Associates, Company
Secretaries, Secretarial Auditors of the Company for the FY
2024-25 that the Scheme is implemented in accordance with the
SEBI (SBEB & SE) Regulations would be available at the AGM
for the inspection by the members. The applicable disclosures
as stipulated under SEBI (SBEB & SE) Regulations regarding
Employees Stock Option Plan of the Company as on March
31, 2025 is available on the website of the Company at https://
investor.indiamart.com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Appointment of Independent Director:

During FY 2025, the Board of Directors, on the
recommendations of the Nomination and Remuneration
Committee (NRC), in its meeting held on January 21, 2025
approved and recommended to the shareholders for their
approval, the appointment of Mr. Manish Vij (DIN: 00505422)
as an Independent Director of the Company, not liable
to retire by rotation, to hold office for a period of three (3)
consecutive years w.e.f. January 21, 2025.

The Company received the approval of the shareholders
of the Company on March 7 2025, by way of Postal Ballot,
for the appointment of Mr. Manish Vij as an Independent
Director of the Company. He is not debarred from holding
office of a director by virtue of any SEBI Order or any other
such authority.

Subsequent to the end of financial year and till the date of
this Report, the Board of Directors in its meeting held on
Tuesday, April 29, 2025:

(i) Appointed Mr. Sandeep Kumar Barasia, (DIN:
01432123) as an Independent Director of the Company,
not liable to retire by rotation, to hold office for a
period of three (3) consecutive years w.e.f. April 29,
2025, subject to the approval of the shareholders in
the ensuing Annual General Meeting of the Company.
He is not debarred from holding office of a director by
virtue of any SEBI Order or any other such authority.

(ii) Re-appointed Ms. Pallavi Dinodia Gupta (DIN:
06566637) as an Independent Director of the Company,
not liable to retire by rotation, for second term for
period of five (5) consecutive years w.e.f October 20,
2025 to October 19, 2030, subject to the approval of the
shareholders in the ensuing Annual General Meeting of
the Company. She is not debarred from holding office
of a director by virtue of any SEBI Order or any other
such authority.

Further, in terms of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014 and in the opinion of the Board,
the above mentioned appointment(s)/ reappointment of
Mr. Manish Vij, Mr. Sandeep Kumar Barasia & Ms. Pallavi
Dinodia Gupta as an Independent Director(s) were made
after due veracity of their integrity, expertise and experience
(including the proficiency) and fulfils the conditions specified
in the Act and under Listing Regulation.

B) Appointment of Whole-Time Director:

During FY 2025, the Board of Directors, on the
recommendations of the Nomination and Remuneration
Committee (''NRC''), in its meeting held on January 21, 2025
approved and recommended to the shareholders for their
approval, the appointment of Mr. Manoj Bhargava (DIN:
08267536) as Whole-time Director of the Company, liable
to retire by rotation, to hold office for a period of five (5)
consecutive years w.e.f. January 21, 2025.

The Company received the approval of the shareholders of
the Company on March 7 2025, by way of Postal Ballot for the
appointment of Mr. Manoj Bhargava as a Whole-time Director
of the Company, He is not debarred from holding office of a
director by virtue of any SEBI Order or any other such authority,

He will continue to oversee the Legal, Company Secretarial
functions as a Company Secretary along with the Corporate
Social Responsibility function of the Company.

C) Resignation of Independent Director:

During FY 2025, Mr. Aakash Chaudhry (DIN: 00106392)
tendered his resignation as an Independent Director of the
Company with effect from January 21, 2025 due to personal
reasons. He also confirmed that there are no material
reasons for his resignation other than those provided in his
resignation letter. The intimation which has been furnished
to stock exchanges can be accessed at https://investor.
indiamart.com/CorporateAnnouncements.aspx.

D) Director liable to Retire by Rotation

Pursuant to Section 152 and other applicable provisions of the
Act, read with the Articles of Association of the Company, one-
third of the Directors, as are liable to retire by rotation, shall
retire every year and, if eligible, may offer themselves for re¬
appointment at every AGM. Accordingly, one of the Directors,
other than an Independent Director or Managing Director,
would be liable to retire by rotation at the ensuing AGM.

Mr. Dhruv Prakash (DIN: 05124958) Non-Executive Director
of the Company, is liable to retire by rotation at the ensuing
AGM and being eligible, offer himself for re-appointment. The
Board of Directors of the Company, on the recommendations
of NRC, recommends his re-appointment for consideration
by the members of the Company at the ensuing AGM until
the conclusion of the 27^th AGM of the Company.

A brief profile, expertise of Director and other details
as required under the Act, Regulation 36 of the Listing
Regulations and Secretarial Standards - 2 notified by Ministry
of Corporate Affairs related to the Director proposed to be
appointed is annexed to the Notice convening the 26^th AGM.

The details of Directors and Key Managerial Personnel''s
(''KMPs'') of the Company has been disclosed in the Corporate
Governance Report forming an integral part of this Report.

E) Change in Key Managerial Personnel (KMP):

During FY 2025, the Board of Directors in their meeting held
on April 5, 2024 took note of the resignation of Mr. Prateek
Chandra as Chief Financial Officer and Key Managerial
Personnel of the Company with effect from the end of the
day of June 14, 2024, on account of his transition to a new
role of Chief Strategy Officer within the Company with effect
from June 15, 2024. He continued to be Senior Management
Personnel of the Company.

Further, the Board of Directors, on the recommendations of
NRC, in their meeting held on April 5, 2024 also approved
the appointment of Mr. Jitin Diwan as Senior Management
Personnel of the Company in the role of Chief Financial
Officer Designate of the Company w.e.f. May 15, 2024 and
Chief Financial Officer and Key Managerial Personnel of the
Company w.e.f. June 15, 2024.

Furthermore, the Board of Directors on the recommendation
of NRC in its meeting held on January 21, 2025 approved
the appointment of Ms. Vasudha Bagri as the Compliance
officer and Key Managerial Personnel of the Company
w.e.f. January 22, 2025 and took note of the resignation of
Mr. Manoj Bhargava as the Compliance Officer of the
Company w.e.f. January 21, 2025.

Meetings of the Board of Directors

During FY 2025, five (5) board meetings were held. The
details of the meetings of the Board of Directors and its
Committees are given in the Corporate Governance Report,
which forms an integral part of this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors of the Company have given their
declarations to the Company that they meet the criteria of
independence as provided under Section 149(6) of the Act
read along with Rules framed thereunder and Regulation 16(1)
(b) & 25(8) of the Listing Regulations and are not disqualified
from continuing as an Independent Director of the Company
The Independent Directors have also confirmed that they are
not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs
(IICA). The Policy on Terms of Engagement of Independent
Directors is applicable for the period under review.

Based on the disclosures received, the Board is of the
opinion that, all the Independent Directors fulfil the
conditions specified in the Act and Listing Regulations and
are independent of the management.

Board Diversity

The Company recognizes and embraces the importance of a
diverse Board in its success. We believe that a truly diverse
Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity & gender,
which will help us retain our competitive edge. Your Board
comprises of experts in the field of Finance, Corporate
Governance, Technology in Financial Inclusion, Enterprise
Management, People Management and Leadership skills.

Your Company has also appointed an Independent Woman
Director on the Board. She is also a Lead Independent
Director acting as a bridge between the independent
directors and the management, offering guidance to the
independent directors and guaranteeing the Board''s
efficiency by managing the flow of information provided to
the Board, ensuring its quality, quantity, and timeliness.

In terms of Regulation 19 of Listing Regulations and under
Part D, Schedule II to the said Regulations, a Board Diversity
Policy has been framed, and duly approved by Nomination
and Remuneration Committee of the Board.

The Board Diversity Policy of the Company can be accessed
on the Company''s website i.e., https://investor.indiamart.
com/CorporateGovernance.aspx.

Familiarization Programme for Independent Directors

The Company familiarizes the Independent Directors with
the Company, their roles, rights and responsibilities in the
Company, nature of the industry in which the Company
operates, business model of the Company, etc., through
various programme at periodic intervals.

Particulars of the Committee	Mr. Dinesh Chandra Agarwal	Mr. Brijesh Kumar Agrawal	Mr. Dhruv Prakash	Mr. Vivek Narayan Gour	Ms. Pallavi Dinodia Gupta	Mr. Rajesh Sawhney	Mr. Manish Vij
Audit	-	-	Member	Chairman	Member	Member	-
Nomination and Remuneration	-	-	Member	Chairman	Member	Member	-
Stakeholders'' Relationship	-	Member	Member	Chairman	-	-	-
Corporate Social Responsibility & Sustainability	-	Member	-	Chairman	Member	-	-
Risk Management	-	-	Member	Member	Chairperson	Member	-
Investment and Finance	-	Member	-	Member	-	Chairman	-
Share Allotment	Member	Member	Chairman	-	-	-	-
Independent Directors				Member	Chairperson & Lead Independent Director	Member	Member

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with
the requirements of the relevant provisions of applicable laws and statutes. The Committees and their Composition as on March 31, 2025
are as follows:

As a part of the ongoing familiarization process of the
Company, Independent Directors were apprised, during
and/or after quarterly Board Meetings, by the Managing
Director and Chief Executive Officer and/or Whole-time
Director about the operations of the Company, market
scenario, governance, internal control processes and other
relevant matters including strategy, important developments
and new initiatives undertaken by the Company in addition
to the strategy meet held atleast once a year.

Further, around the quarterly Board Meetings, the Senior
Management Personnel made presentations on relevant topics
including business, markets, controls, changes in the regulatory
framework and business environment having an impact on the
Company to the Directors of the Company.

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of the entire
Board of the Company, it''s Committees and individual Directors,
including Independent Directors.

The annual performance evaluation of the Board as a whole,
its Committees and individual Director has been carried out in
accordance with the framework. The details of evaluation process
of the Board as a whole, its Committees and individual Directors,
including Independent Directors has been disclosed in the Corporate
Governance Report forming an integral part of this Report.

The Board expressed its satisfaction on the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to the best of
their knowledge and belief and according to the information &
explanations obtained by them, confirm that:

a) in the preparation of annual accounts, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures,
wherever applicable;

b) the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company as on
March 31, 2025 and of the profit and loss of the Company for
the period ended on that date;

c) the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination
and Remuneration Policy (''NRC Policy'') in accordance with the
provisions of Act read with the Rules issued thereunder and the
Listing Regulations.

During FY 2025, the Policy was reviewed, evaluated and
modified by the Board of Directors, on recommendations of
NRC, in their meeting held on January 21, 2025, to align the said
policy in accordance with the current internal practices and
legal requirements.

The NRC Policy of the Company can also be accessed on
the Company''s website at https://investor.indiamart.com/
CorporateGovernance.aspx. The salient features of the NRC Policy
have been disclosed in the Corporate Governance Report forming
an integral part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited
(''BSE'') and National Stock Exchange of India Limited (''NSE'') with
effect from July 04, 2019.

UTILISATION OF QIP PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, Sections 42 and 62 of the Act, the Company
allotted 12,42,212 equity shares through Qualified Institutional
Placement (''QIP'') at an issue price of H 8,615 per equity share
(including a premium of H 8,605 per equity share) aggregating to H
10,701.66 million on February 22, 2021. The proceeds of funds raised
under QIP of the Company are utilised as per Objects of the Issue. The
details of the utilisation of the funds raised have been provided in the
Corporate Governance Report forming an integral part of this Report.

AUDIT COMMIITTEE

The terms of reference, meetings and attendance have been
disclosed in the Corporate Governance Report forming an
integral part of this Report. All the recommendations made by
the Audit Committee were accepted by the Board of Directors
of the Company.

CORPORATE SOCIAL RESPONSIBILITY &
SUSTAINAIBILITY (''CSRS'')

Your Company believes in the philosophy of transforming
businesses and lives through our constant efforts and actions
for empowering societies. With a mission to achieve long-term
socio-economic development of the communities, the Company
has focused its Corporate Social Responsibility (''CSR'') initiatives
on programs that bring sustainable change in education, the
environment, and healthcare systems. Being a responsible
corporate citizen, our initiatives are focussed at delivering
maximum value to the society, under our CSR initiatives.

The Company constituted Corporate Social Responsibility
Committee in accordance with the provisions of the Act. During
FY 2023, to ensure sustainability being observed at Board level,
the Board of Directors expanded the scope of the Committee
and renamed the same as Corporate Social Responsibility &
Sustainability Committee (''CSRS Committee'').

Further, the Company has Sustainability Policy of the Company
outlining the organization''s commitments to sustainability and
a framework for action to achieve its sustainability goals. The
Sustainability policy is available at https://investor.indiamart.com/
CorporateGovernance.aspx.

As on March 31, 2025, the CSRS Committee comprises of three (3)
members i.e., Mr. Vivek Narayan Gour, Mr. Brijesh Kumar Agrawal
and Ms. Pallavi Dinodia Gupta. Mr. Vivek Narayan Gour is the
Chairman of CSRS Committee.

In accordance with the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (''CSR Rules''), the Company has formulated the CSR
Policy which can be accessed on the Company''s website at
https://corporate.indiamart.com/Social-Responsibility/. The CSR
Policy outlines the Company''s philosophy and responsibility and
lays down the guidelines and mechanism for undertaking socially
impactful programs towards welfare and sustainable development
of the community.

In terms of Section 135 of the Act read with Rule 8 of the CSR Rules
as amended, the Annual Report on CSR Activities undertaken
by the Company during FY 2025 is annexed herewith as
''Annexure - 2'' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In term of Regulation 34 of the Listing Regulations, Management''s
Discussion and Analysis Report for the year under review, is
presented in a separate section, forming an integral part of
this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing
its affairs with diligence, transparency, responsibility and
accountability. The Company continues to focus on building
trust with shareholders, employees, customers, suppliers and
other stakeholders based on the principles of good corporate
governance viz. integrity, equity, transparency, fairness, sound
disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a
separate report on Corporate Governance along with a certificate from
the Practicing Company Secretaries conforming compliance to the
conditions of Corporate Governance as stipulated under Regulation
34(3) of the Listing Regulations, is also annexed to the Corporate
Governance Report which forms part of this Report as ''Annexure - 3''.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and
adopted a Whistle Blower Policy in accordance with provisions
of Section 177(9) of the Act and Regulation 22 of the Listing
Regulations, to provide a formal mechanism to its Directors/
Employees/Stakeholders of the Company for reporting any
unethical behaviour, breach of any statute, actual or suspected
fraud on the accounting policies and procedures adopted for any
area or item, acts resulting in financial loss or loss of reputation,
leakage of information in the nature of Unpublished Price Sensitive
Information (UPSI), misuse of office, suspected / actual fraud and
criminal offences.

The details of vigil mechanism and anti-bribery policy have been
disclosed in the Corporate Governance Report forming an integral
part of this Report. During the year under review, no such concern
from any whistle-blower has been received by the Company Further
the Anti Bribery Policy was reviewed, evaluated and modified
by the Board of Directors in its meeting held on April 29, 2025,
to align the said policy in accordance with the current internal
practices. The Whistle Blower Policy and Anti Bribery Policy
is available on Company''s Intranet and can also be accessed
on the Company''s website at https://investor.indiamart.com/
CorporateGovernance.aspx.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control systems
in place which are supplemented by an extensive internal audit
program conducted by an independent professional agency. The
internal control system is designed to ensure that all financial and
other records are reliable for preparing financial statements and
for maintaining accountability of assets. During the financial year,
such controls were tested and no reportable material deficiency in
controls were observed.

RISK MANAGEMENT

Risk Management is an integral and important component
of Corporate Governance. If risks are not properly managed
and controlled, they can affect the Company''s ability to attain
its objectives. The Board of Directors of the Company has
constituted Risk Management Committee (''RMC'') which assists
the Board in monitoring and reviewing the risk management
plan, implementation of the risk management framework of
the Company and such other functions as Board may deem fit.
Pursuant to Section 134(3) of the Act, the Company has in place,
an effective risk management framework, which is governed at the
highest level by the Board. Further the Risk Management Policy,
based on the recommendation of NRC, was reviewed, evaluated
and modified by the Board of Directors in its meeting held on April
29, 2025, to align the said policy in accordance with the current
internal practices and legal requirement. The Risk Management
Policy identifies elements of risk, if any, which in the opinion of the
Board may threaten the existence of the Company.

A detailed section on Risk Management is provided in the
Management Discussion and Analysis Report forming an integral
part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of Loan/Investments made during the financial year
under the provisions of Section 186 of the Companies Act, 2013,
have been disclosed in Note No. 07 & 08 to the Standalone
Financial Statements forming an integral part of the Annual
Report. Further, investment made directly and indirectly by the
Company are mentioned elsewhere in this report.

Additionally, the Company has invested the surplus funds available
in the units of mutual funds, debt securities, equity ETFs/index
funds, units of infrastructure investment trusts etc., the details
of which have been disclosed in Note No. 08 to the Standalone
Financial Statements forming an integral part of the Annual Report.

During FY 2025, the Company has not provided any guarantees
pursuant to Section 186 of the Act.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts,
arrangements and transactions with the related parties as entered
by the Company during the financial year under review were on
arm''s length basis and in the ordinary course of business and
were approved by the Audit Committee. The Board of Directors of
the Company had laid down the criteria for granting the omnibus
approval by the Audit Committee, in line with the Company''s Policy
on Materiality of and dealing with Related Party Transactions
(''RPT Policy''). During FY 2025, the RPT Policy was reviewed,
evaluated and modified by the Board of Directors in their meeting
held on July 30, 2024, to align the said policy in accordance with
the current internal practices and legal requirements.

The RPT Policy can be accessed at the Company''s website at
https://investor.indiamart.com/CorporateGovernance.aspx.

Further, during the year under review, the Company has not
entered into any material related party transactions in accordance
with the Company''s Policy on Related Party Transactions, read
with the Listing Regulations and accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable. The
statement showing the disclosure of Related Party Transactions
have been disclosed in Note No. 33 to the Standalone Financial
Statement forming an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

a) Disclosure pursuant to Section 197 of the Act read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

The statement of Disclosure of Remuneration under Section
197 of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(''Rules''), is annexed as Annexure ''4 and forms an integral
part of this Board''s Report.

b) The statement containing particulars of employees, as
required under Section 197 of the Act, read with Rule 5(2)
and Rule 5(3) of the Rules, is provided in a separate annexure
forming part of this Board''s Report. However, in terms of the
provisions of Section 136 of the Act, the Integrated Annual
Report is being sent to the shareholders of the Company,
excluding the said annexure. If any shareholder is interested
in obtaining a copy of the aforesaid information, such
shareholder may send an email to the Company Secretary and/
or Compliance Officer of the Company at [email protected]
in this regard.

c) No Director of the Company, including its Managing Director
or Whole-time Director, is in receipt of any commission from
the Company or its Subsidiary Company.

AUDITORS

a) Statutory Auditors

B S R & Co. LLP, Chartered Accountants, (Firm Registration
No: 101248W/W-100022) were appointed as Statutory
Auditors of the Company at the Annual General Meeting of
the Company held on September 25, 2019, for a term of 5
(five) consecutive years, i.e., to hold office from the conclusion
of the 20^th Annual General Meeting till the conclusion of the
25^th Annual General Meeting of the Company.

The Board, on the recommendations of the Audit Committee,
has recommended the re-appointment of B S R & Co. LLP,
Chartered Accountants as Statutory Auditors of the Company
for a second term of 5 (Five) consecutive years, i.e., to hold the
office from conclusion of 25^th Annual General Meeting till the
conclusion of 30^th Annual General Meeting of the Company.

The Auditors'' Report read together with Annexures referred
to in the Auditors'' Report for the financial year ended March
31, 2025 does not contain any qualification, reservation,
adverse remark or disclaimer.

b) Internal Auditors

The Board appointed M/s BDO India LLP, as an Internal
Auditors of the Company for FY 2025, who have conducted
the internal audits periodically and shared their reports and
findings with the Audit Committee including significant
observations, if any, and follow-up actions thereon from time
to time. The Audit Committee reviews the adequacy and
effectiveness of the Company''s internal control environment
and monitors the implementation of audit recommendations
including those relating to strengthening the Company''s risk
management policies and systems.

c) Secretarial Auditors

The Board appointed M/s Chandrasekaran Associates,
Company Secretaries, Practicing Company Secretaries to
conduct the Secretarial Audit of the Company for FY 2025,
pursuant to the provisions of Section 204 of the Act and

Rules made thereunder. The Secretarial Audit Report for
FY 2025 received from Secretarial Auditor is annexed
herewith as ''Annexure - 5‘ to this Report. The report of
Secretarial Auditor is self-explanatory and does not contain
any qualification, reservation, adverse remarks or disclaimer.

Pursuant to the provisions of Sections 204 of the Act and
Regulation 24A of Listing Regulations, the Board of Directors,
on the recommendations of the Audit Committee, in it''s
meeting held on April 29, 2025 has recommended to the
shareholders of the Company, an appointment of M/s RMG
& Associates, Company Secretaries (Firm Registration No:
P2001DE016100 and Peer Review Certificate no. 6403/2025)
as the Secretarial Auditors of the Company for a first term
of 5 (five) consecutive years, i.e., to hold the office from
conclusion of 26^th Annual General Meeting till the conclusion
of 31^st Annual General Meeting of the Company.

The Company has received the consent & eligibility certificate
from M/s RMG & Associates, Company Secretaries and that
the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder
and Listing Regulations.

Reporting of frauds by Auditors

During the year under review, the Auditors of the Company
have not reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against
the Company by its officers or employees, therefore no detail
is required to be disclosed under Section 134 (3)(ca) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report
referred to in Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the
Annual Return for the financial year ended March 31, 2025 is
available on the Company''s website at https://investor.indiamart.
com/annual return.aspx.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity
of women working in the Company and has zero tolerance towards
any actions which may fall under the ambit of sexual harassment
at workplace. An Internal Complaints Committee (''ICC'') under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (''POSH Act'') has been
constituted to redress the complaints received regarding sexual
harassment and it presently comprises of five (5) members out of
which three (3) members are women as on the date of this report.

The Company has adopted a Policy for Prevention of Sexual
Harassment of Women at Workplace. Periodic sessions were also
conducted to apprise employees and build awareness on the
subject matter.

time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information
Technology (Reasonable Security Practices and Procedures and
Sensitive Personal Data or Information) Rules, 2011, the Company
has undertaken certification under the ISO 27001, ISO 22301, ISO
31000, ISO 27701, IS0 20000 and ISO 12207 standards thereby
establishing compliance with reasonable security practices
and procedures. Further, various policies and procedures have
been instituted, including ''Information Security Policy'' and

The details of sexual harassment complaints received and
disposed-off during period under review are as follows:

No. of Complaints received : Nil

No. of Complaints disposed-off : Nil

No. of Cases pending for more than 90 days : Nil
No. of Workshops or Awareness Programmes : 52

Nature of action taken by the Company : Nil

Nature of business conducted throughout the workshops
in respect of POSH:

• The workshop is part of Company''s induction programme,
Shubharambh for all new joiners;

• A presentation is given by the human resource business
partners (''HRBP'') to all new joiners sensitising on the
policy in place;

• Activities falling under the purview of the POSH Policy are
clearly enunciated;

• The repercussions of indulging in any distasteful act are duly
communicated; and

• Introducing ICC members and sharing their contact
information to park complaints.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company believes that it can only be successful in the long
term by creating value both for its shareholders and for society. Your
Company is mindful of the needs of the communities and works to
make a positive difference and create maximum value for the society.

In terms of Regulation 34 of the Listing Regulations, Business
Responsibility & Sustainability Report for FY 2025 detailing various
initiatives taken by the Company on the environmental, social
and governance front is annexed herewith as ''Annexure - 6’
forming integral part of the report. In addition to the BRSR, the
Integrated Annual Report provides insights into the ESG initiatives
undertaken by the Company. The ESG disclosures, including those
under BRSR, have been independently assured by DNV, and the
Assurance Report forms an integral part of this Report.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which
is required to be transferred, under the provisions of the Act into the
Investor Education and Protection Fund (''IEPF'') of the Government
of India. Further, the Company has also uploaded the details of
unpaid and unclaimed dividend amounts lying with the Company
as on March 31, 2025 on the website of the Company''s at https://
investor.indiamart.com/Unpaid Unclaimed Dividend.aspx.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption

and foreign exchange earnings and outgo stipulated under Section

134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)

Rules, 2014, is annexed herewith as ''Annexure - 8''to this Report.

OTHER STATUTORY DISCLOSURES

a) PUBLIC DEPOSITS: Your Company has not accepted any
deposits from the public, during the financial year, within the
meaning of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014, and no amount
of principal or interest on deposits from the public was
outstanding at the beginning and end of FY 2025.

b) COST RECORDS: During the year, maintenance of cost
records under Section 148(1) of the Act is not applicable
to the Company.

c) ISSUANCE OF SHARES WITH DIFFERENTIAL VOTING
RIGHTS AND SWEAT EQUITY SHARES: Your Company
has not issued any shares with differential voting rights and
sweat equity shares during the financial year.

d) DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNALS: No significant material orders
have been passed by any Regulators/Courts/Tribunals which
has been received by the Company having impact on the
going concern status and the Company''s operation in future.

e) CHANGE IN NATURE OF BUSINESS: There was no
change in nature of the business of the Company in FY 2025.

f) COMPLIANCE OF SECRETARIAL STANDARDS: The

Company has complied with the applicable Secretarial
Standards on Meeting of the Board (SS-1) and General
Meetings (SS-2) specified by the Institute of Company
Secretaries of India.

g) APPLICATION/PROCEEDINGS PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year alongwith their status as at the end of the
financial year is not applicable.

h) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
VALUATION DONE: The requirement to disclose the details
of difference between amount of the valuation done at the

''Risk Management Procedure'', that are commensurate with the
information assets being protected with the nature of business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and acknowledge
with gratitude, the contributions made by the employees through
their hard work, dedication, competence, commitment and co¬
operation towards the success of your Company and have been
core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and
assistance received from its shareholders, investors, business
associates, customers, vendors, bankers, regulatory and government
authorities and showing their confidence in the Company.

On behalf of the Board

For IndiaMART InterMESH Limited

Brijesh Kumar Agrawal Dinesh Chandra Agarwal

Place: Noida (Whole Time Director) (Managing Director & CEO)

Date: April 29, 2025 DIN: 00191760 DIN: 00191800

---

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting the Twenty-Fifth (25^th) Annual Report of IndiaMART InterMESH Limited (‘Company''), on the business and operations of the Company together with Audited Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2024 (‘FY 2024'').

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2024 is detailed below:			(‘Amount in H Million’)
Particulars	Standalone		Consolidated
	FY 2024	FY 2023	FY 2024	FY 2023
Revenue from Operations	11,389.94	9,388.17	11,967.75	9,853.99
Other Income	1,696.19	1,128.83	2,106.10	1,805.26
Total Income	13,086.13	10,517.00	14,073.85	11,659.25
Employee Benefit Expenses	5,073.75	3,992.19	5,440.72	4,247.35
Finance Cost	42.70	46.79	89.13	81.51
Depreciation and amortisation expenses	245.78	192.68	364.61	310.75
Other Expenses	2,977.46	2,779.76	3,213.45	2,927.81
Total Expenses	8,339.69	7,011.42	9,107.91	7,567.42
Exceptional items	-	(52.61)	(18.23)	-
Share in Net Profit/(loss) of Associate	-	-	(403.94)	(379.05)
Profit/(Loss) before tax	4,746.44	3,452.97	4,543.77	3,712.78
Total Tax Expenses	1,124.51	731.11	1,204.24	874.51
Profit/(Loss) for the year	3,621.93	2,721.86	3,339.53	2,838.27
Other Comprehensive (loss)/income for the financial year	(6.11)	39.78	(6.81)	45.06
Total Comprehensive income/(loss) for the financial year	3,615.82	2,761.64	3,332.72	2,883.33
Basic Earnings per Equity Share (INR) - Face value of Rs. 10/- each	59.84	44.57	55.18	46.48
Diluted Earnings per Equity Share (INR) - Face value of Rs. 10/- each	59.70	44.42	55.04	46.32

Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company''s performance on Standalone basis are as under:

a) Revenue from Operations reached Rs. 11,389.94 million in FY 2024 as against Rs. 9,388.17 million in FY 2023, a growth of around 21.32 % year on year.

b) The total income increased by 24.43 % from Rs. 10,517.00 million in FY 2023 to Rs. 13,086.13 million in FY 2024.

c) Operating EBITDA, in FY 2024 recorded an increase of 27.62 % over FY 2023 and stood at Rs. 3,338.73 million in comparison with Rs. 2,616.22 million in FY 2023.

d) Profit before tax (PBT) from ordinary activities (before exceptional items) is Rs. 4,746.44 million in FY 2024 as against Rs. 3,505.58 million in FY 2023.

The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

DIVIDEND

Based on Company''s Performance and in terms of Dividend Distribution Policy of the Company, the Board of Directors in its

meeting held on April 30, 2024 recommended a final dividend of H 20 (i.e 200%) per equity share of H 10 each fully paid-up for FY 2024, subject to the approval of the members at the ensuing Annual General Meeting (AGM'') of the Company and shall be subject to deduction of tax at source. The Dividend will be payable to all those members whose names will appear in the Register ofMember maintained by the Company''s Registrar and Transfer Agents / List of Beneficial Owners, as received from National Securities Depository Limited and Central Depository Services (India) Limited as on the record date.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''), the Company has formulated and implemented the Dividend Distribution Policy which is displayed on Company''s Website. The web-link for the same is https://investor.indiamart.com/CorporateGovernance.aspx.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2024.

BONUS ISSUE

The Board of Directors at its meeting held on April 28, 2023, recommended the issue of bonus shares, in the proportion of

1 (one) equity share of H 10/- (Rupees Ten) each fully paid up for 1 (one) existing equity share of H 10/- (Rupees Ten) each fully paid up, to the equity shareholders of the Company. The said bonus issue was approved by the members of the Company in their 24^th Annual General Meeting held on June 13, 2023 subsequent to which 30,614,574 equity shares of face value H 10/- each were allotted on June 22, 2023 to the equity shareholders whose names appeared in the Register of Members maintained by the Company''s Registrar and Transfer Agents / List of Beneficial Owners, as received from National Securities Depository Limited and Central Depository Services (India) Limited as on record date i.e., June 21, 2023.

Consequently, the paid-up Equity Share Capital of the Company increased from H 30,61,45,740/- divided into 30,614,574 equity shares of H 10/- each, fully paid-up to H 61,22,91,480/- divided into 61,229,148 equity shares of H 10/- each, fully paid-up.

The said Bonus issue was made out of the Capital Redemption Reserve and from the Securities Premium Account of the Company as per the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

BUYBACK OF EQUITY SHARES

The Board of Directors of the Company, through a resolution passed at its duly convened meeting held on Thursday, July 20, 2023, approved the buyback of upto 12,50,000 fully paid-up equity shares of the Company having face value of H 10/- (Indian Rupees Ten Only), at a price of H 4,000/- (Indian Rupees Four Thousand only) per equity share payable in cash, for an aggregate amount not exceeding H 500 crores (Indian Rupees Five Hundred Crores only).

The buyback offer was subsequently approved, by way of postal ballot on Tuesday, August 22, 2023, for participation from all shareholders/beneficial owners of the Equity Shares of the Company, including promoters and members of the promoter group, on a proportionate basis as on the Record Date through the “Tender Offer” route, using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”), the Companies Act, 2013 and Rules made thereunder, as amended from time to time and such other circulars or notifications issued by the Securities and Exchange Board of India.

The Buyback of equity shares commenced on Thursday, August 31, 2023 and closed on Wednesday, September 06, 2023. The Company extinguished a total of 12,50,000 equity shares representing to 24.12% and 24.33 % of the aggregate of the Company''s paid-up capital and free reserves based on Audited Condensed Interim Standalone and Consolidated Financial Statements of the Company for the period ended June 30, 2023, which was less than 25% of the aggregate of the total paid-up equity share capital and free reserves of the Company. The Buyback of equity shares was completed on Monday, September 25, 2023.

Consequent to the Buyback of equity shares, the paid-up equity share capital of the Company decreased from H 61,22,91,480/- divided into 61,229,148 equity shares of H 10/- each to H 599,791,480/-divided into 59,979,148 equity shares of H 10/- each.

The details of the Buyback are available on Company''s Website and can be accessed through the web-link https://investor.indiamart. com/buyback 2023.aspx.

MATERIAL CHANGES AND COMMITMENTS

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company and date of this report, except as disclosed elsewhere in report:

• In the nature of Company''s Business, and

• In the Company''s Subsidiaries or in the nature of business carried out by them.

AMALGAMATION AMONGST BUSY INFOTECH PRIVATE LIMITED, HELLO TRADE ONLINE PRIVATE LIMITED AND TOLEXO ONLINE PRIVATE LIMITED (WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY)

During the year under review, a Scheme of Amalgamation (‘Scheme'') amongst Busy Infotech Private Limited, Hello Trade Online Private Limited and Tolexo Online Private Limited, wholly-owned subsidiaries of the Company under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 was approved by the Board of Directors in their respective meetings held on March 28, 2024, subject to other requisite approvals. The First motion application and the Scheme has been filed with National Company Law Tribunal, Chandigarh Bench on March 29, 2024 and is pending for approval.

None of these subsidiaries are ‘Material Subsidiaries'' within the meaning of Regulations 16(c) and 24 of the Listing Regulations.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2024, the Company has five (5) Wholly-owned Subsidiary Company(s), one (1) Subsidiary Company and eight (8) Associate Company(s).

Wholly owned Subsidiary Companies:

1. Busy Infotech Private Limited (‘BUSY'')

2. Tradezeal Online Private Limited (‘TOPL'')

3. Pay With IndiaMART Private Limited (‘PWIPL'')

4. Tolexo Online Private Limited (‘Tolexo'')

5. Hello Trade Online Private Limited (‘HTOPL'')

Subsidiary Company:

1. Livekeeping Technologies Private Limited (‘Livekeeping'')

- Livekeeping Private Limited (Wholly owned Subsidiary of Livekeeping)

Associate Companies:

1. Simply Vyapar Apps Private Limited (‘Vyapar'')

2. Mobisy Technologies Private Limited (''Mobisy'')

3. IB MonotaRO Private Limited (‘Industry Buying'')

4. Truckhall Private Limited (‘SuperProcure'')

5. Adansa Solutions Private Limited (‘Realbooks'')

6. Shipway Technology Private Limited (‘Shipway'')

7. Edgewise Technologies Private Limited (‘EasyEcom'')

8. Agillos E-Commerce Private Limited (‘Aerchain'')

Development/Performance and Financial Position of each Subsidiary is presented below:

1. Busy Infotech Private Limited (‘BUSY’), was incorporated on August 12, 1997 and it became a wholly-owned subsidiary of the Company on April 06, 2022.

Busy is engaged in the business of providing Business Accounting Software & Solutions, which are easy-to-use, powerful & scalable, and is one of the largest accounting software companies in India. Busy offers its Business Accounting Software & Solutions on Desktop, Cloud & Mobile - all three platforms. Apart from enabling the companies to manage their business accounting, it also provides them with options to do GST billing, GST return filing, TDS/TCS & Inventory management.

During the year under review, the registered office of BUSY was shifted from ''National Capital Territory of Delhi'' i.e. 1^st Floor, 29-Daryaganj, Netaji Subash Marg, New Delhi -110002 to ‘State of Haryana'' i.e. Plot No - 60, Ground Floor, Sector-18, Opposite Police Station, Gurugram- 122016, Haryana with effect from March 28, 2024.

During FY 2024, BUSY''s total Income was H 612.34 million and net profit after taxation was H 107.09 million.

2. Livekeeping Technologies Private Limited (‘Livekeeping''),

was incorporated on January 28, 2015 and it became a subsidiary of the Company on May 23, 2022. Livekeeping offers value added services to businesses over their existing on-premises accounting software like Tally. It provides desktop based digital integration with on premise accounting software which syncs the data automatically to its application enabling the user to view their accounting data on their mobile as well as web. Businesses can access, analyse and share accounting information like sales, receivables, outstanding payments in real time through Livekeeping application. Further, the higher value subscription package also enables generation of e-invoices and e-way bills through the app and Web.

During FY 2024, Livekeeping''s total Income was H 25.22 million and net loss after taxation was H 87.91 million.

3. Tradezeal Online Private Limited (‘TOPL’), was

incorporated on May 31, 2005 as a wholly-owned subsidiary of the Company. The main object of TOPL is to carry out business related to Investment and allied activities by making strategic investments in multiple ventures. Such investments are in line with the Company''s long-term objective of offering various SaaS solutions for businesses.

During FY 2024, TOPL has no revenue, however its total Income from other sources was H 362.35 million and net profit after taxation was H 221.21 million.

4. Pay With IndiaMART Private Limited (‘PWIPL’), was

incorporated on February 07, 2017, as a wholly-owned subsidiary of the Company. PWIPL is engaged in providing the facility of receiving payments on behalf of paid selling advertisers of the Company.

During FY 2024, PWIPL''s total income was H 43.32 million and net loss after taxation was H 0.37 million.

5. Tolexo Online Private Limited (‘Tolexo’), was incorporated on May 28, 2014, as a wholly-owned subsidiary of the Company. Tolexo is primarily engaged in the business of building a cloud-based solution for SME businesses to help them manage their business with increased efficiency.

During the year under review, the registered office of Tolexo was shifted from ''National Capital Territory of Delhi'' i.e. 1^st Floor, 29-Daryaganj, Netaji Subash Marg, New Delhi -110002 to ‘State of Haryana'' i.e. Plot No - 60, Ground Floor, Sector-18, Opposite Police Station, Gurugram- 122016, Haryana with effect from March 28, 2024.

During FY 2024, Tolexo''s total income was H 8.70 million and net loss after taxation was H 76.66 million.

6. Hello Trade Online Private Limited (‘HTOPL’), was

incorporated on July 03, 2008 as a wholly-owned subsidiary of the Company. HTOPL being not actively engaged in any business is, however, authorized to indulge in a gamut of businesses, like conducting domestic trade and international business facilitation, including sales, marketing, operational, technological, information processing and or other income after revenue other trade and business-related services.

During the year under review, the registered office of HTOPL was shifted from ''National Capital Territory of Delhi'' i.e. 1^st Floor, 29-Daryaganj, Netaji Subash Marg, New Delhi -110002 to ‘State of Haryana'' i.e. Plot No - 60, Ground Floor, Sector-18, Opposite Police Station, Gurugram- 122016, Haryana with effect from March 28, 2024.

During FY 2024, HTOPL has no revenue and other income, net loss after taxation was H 0.06 Million.

Development/Performance and Financial Position of each Associate Company(s) is presented below:

1. Simply Vyapar Apps Private Limited (‘Vyapar’), was

incorporated on March 08, 2018. It is engaged in the business of selling ‘Vyapar'', a Business Accounting Software (both mobile app as well as desktop versions) with Billing, GST Invoice, Stock Inventory & Accounting solutions. Vyapar has become our Associate company on September 05, 2019.

As on March 31, 2024, the Company holds 27.45% of its paid-up share capital on fully diluted basis in Vyapar. During FY 2022-23, its total Income H 300.49 million and the net loss after taxation was H 426.60 million.

2. Mobisy Technologies Private Limited (‘Mobisy’): was

incorporated on February 04, 2008. It is engaged in a business of developing web and mobile applications in relation to sales force and downstream supply chain automation solutions. It''s main product, Bizom, is a SaaS based end to end retail intelligence platform for brands and retailers. It allows businesses to digitize their sales and distribution using Sales Force Automation (SFA), Distributor Management System (DMS), and retail execution and management solutions. It uses a proprietary analytics engine with AI and ML to deliver custom reports, alerts and actionable insights to businesses. Mobisy has become our Associate company on November 15, 2022.

During FY 2024, the Company made an investment in Mobisy by subscribing to 80,000 - 0.0001% Compulsorily Convertible Debentures (‘CCDs'') amounting to H 8 crores.

As on March 31, 2024, the Company holds 25.08% in the share capital of Mobisy, on fully diluted basis. During FY 2022-23, its total Income was H 595.38 million and the net loss after taxation was H 107.18 million.

3. IB MonotaRO Private Limited (‘Industry Buying’),

was incorporated on July 28, 2020. It is engaged in the e-commerce business for Industrial and Business supplies in India, under its brand name ‘Industry Buying''. It offers utility products in Maintenance, Repairs and Overhaul (‘MRO'') categories like power tools, abrasives, electronics, robotics, hand tools and many more such products to its customers primarily for industrial purposes. Industry Buying has become our Associate company on March 03, 2022.

During FY 2024, the Company made an investment in Industry Buying by way of subscription, purchase of 1,06,876 equity shares amounting to H 13.74 crores. Consequent to the said acquisition, the aggregate shareholding of the Company in Industry Buying increased from 26% to 26.6% of its paid-up share capital on fully diluted basis in Industry Buying.

As on March 31, 2024, the Company holds 26.6% in the share capital of Industry Buying on fully diluted basis. During FY 2022-23, its total Income was H 461.68 million and the net loss after taxation was H 464.31 million.

4. Truckhall Private Limited (‘SuperProcure'') was

incorporated on August 18, 2016. It is engaged in the business of software development for logistics and transportation management under the brand name ‘SuperProcure''. SuperProcure is a SaaS based end to end Transport Management Solution that digitizes the entire freight sourcing, dispatch monitoring and freight settlement process of the logistics department of manufacturing and construction enterprises. It allows logistics departments to find the best possible rates through a transparent bidding and auction structure, thus saving costs. SuperProcure has become our Associate company on June 05, 2021.

During FY 2024, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited (‘Tradezeal''), made an investment in SuperProcure by subscribing to 30,000, 0.0001% Compulsorily Convertible Debentures (‘CCDs'') amounting to H 3 crores. Further, during

the year under review, the stake of Tradezeal in SuperProcure was increased by 6.12% by way of conversion of 75,000, 0.0001% Compulsorily Convertible Debentures to 5,248, 0.001% Compulsorily Convertible Preference Shares (‘CCPS'') aggregating to 31.20% of the share capital of SuperProcure on fully converted and diluted basis.

Additionally, pursuant to the subscription of shares by the new investors in Superprocure, the shareholding of Tradezeal in Superprocure was diluted from 31.20% of the share capital on a fully diluted basis to 27.42% of the share capital on a fully diluted basis.

As on March 31, 2024, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 27.42% of the share capital of SuperProcure on fully converted and diluted basis. During FY 2022-23, its total Income was H 71.17 million and the net loss after taxation was H 81.48 million.

5. Adansa Solutions Private Limited (‘Realbooks’) was

incorporated on May 22, 1973. It is engaged in a business of offering a cloud-based accounting software product for businesses. Furthermore, it enables businesses to create customized invoices, attach files to vouchers, and manage their inventory. It also enables businesses to manage their different business units at multiple locations from a single dashboard. Realbooks has become our Associate Company on April 06, 2022.

As on March 31, 2024, the Company, through its wholly owned subsidiary, Tradezeal Online Private Limited, holds 26.01% of its paid-up share capital on fully diluted basis in RealBooks. During FY 2022-23, its total Income was H 41.77 million and the net loss after taxation was H 23.03 million.

6. Shipway Technology Private Limited (‘Shipway’), was

incorporated on August 06, 2015. It is engaged in the business of developing SaaS based solutions which allow small business to automate their shipping operations via its flagship product ‘Shipway''. The product allows sellers to improve the shipping experience for their customers by providing branded tracking pages, sending out automatic delivery notifications and capturing customer feedback. Additionally, via its ‘Ezyslips product'', the entity allows sellers to automate their back-office shipping workflows'' including courier allocation, bulk label printing, fraud detection and returns management. Shipway has become our Associate company on April 29, 2021.

As on March 31, 2024, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 26% share capital of Shipway on fully converted and diluted basis. During FY 2022-23, its total Income was H 108.91million and the net loss after taxation was H 42.85 million.

7. Edgewise Technologies Private Limited (‘EasyEcom’),

was incorporated on January 22, 2015. It offers SaaSbased online commerce enablement solutions to the merchants under the brand name EasyEcom. It''s flagship inventory and warehouse management solutions allow merchants to allocate, track, and reconcile inventory across various online

and offline sales channels. It also offers additional modules which automate other back office functions of merchants, such as shipping related payments reconciliation and returns reconciliation. EasyEcom has become our Associate company on January 03, 2022.

As on March 31, 2024, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, hols 26.01% share capital of EasyEcom on fully converted and diluted basis. During FY 2022-23, its total Income was H 70.17 million and the net loss after taxation was H 44.07 million.

8. Agillos E-Commerce Private Limited (‘Aerchain’), was

incorporated on May 05, 2016. It is engaged in the business of offering SaaS based solutions for businesses to automate their procurement operations under its brand name ‘Aerchain''. Aerchain seamlessly connects relevant stakeholders, brings visibility, improves efficiency and spreads intelligence across the entire Source to Pay lifecycle of enterprises. Further, through their AI and ML based sourcing engine, they help procurement teams by identifying, analysing and recommending suppliers to drive cost benefits. Aerchain has become our Associate company on August 16, 2021.

As on March 31, 2024, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 26.23% share capital of Aerchain on fully converted and diluted basis. During FY 2022-23, its total Income was H 63.62 million and the net loss after taxation was H 43.62 million.

During the financial year, the Board of Directors of the Company reviewed the affairs of its subsidiary and associate company(s). Pursuant to the provisions of Section 136 of the Act, separate audited accounts of the subsidiaries are available on the website of the Company at https://investor.indiamart.com/Subsidiary Financials.aspx.

Pursuant to the provisions of Section 129(3) of the Act and Ind -AS 110 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company have been prepared including the financial statements of its subsidiary and associate company(s), which forms integral part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiary and associate company(s) and their performance is provided in Form AOC-1 which is attached as Annexure -1 to this report.

Further, apart from the above, no other company have become or ceased to be subsidiary, joint venture or associate of the Company during the financial year.

As on March 31, 2024, there is no material subsidiary of the Company. The Policy for determining material subsidiaries is available on the Company''s website at https://investor.indiamart. com/CorporateGovernance.aspx.

SHARE CAPITAL

During FY 2024, there is no change in the Authorised Share Capital of the Company. As on March 31, 2024, the Authorised Capital of the Company is H 994,425,584/- divided into 99,442,460 Equity

Shares having face value of H 10/- each and 3 (Three) 0.01% Cumulative Preference Shares having face value of H 328/- each.

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

Amount (In H)
Issued, Subscribed and Paid-up Share Capital	Equity Share Capital
At the beginning of the year i.e., as on April 01, 2023 (30,614,574 equity shares of H10/- each)	306,145,740
Issue of Bonus Equity Shares in the ratio of 1:1 (30,614,574 equity shares of H10/- each)	306,145,740
Equity Shares extinguished on Buyback (1,250,000 equity shares of H10/- each)	12,500,000
At the end of the year i.e., as on March 31, 2024 (59,979,148 equity shares of H10/- each)	599,791,480

EMPLOYEES STOCK BENEFIT SCHEMES

Your Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, through the below mentioned scheme, the Company grants share based benefits to eligible employees:

Indiamart Employee Stock Benefit Scheme 2018

Pursuant to a resolution of the Board of Directors dated April 30, 2018 and the shareholders'' resolution dated May 7, 2018, the Company instituted an Employee Stock Benefit Scheme. In terms of the IndiaMART Employee Stock Benefit Scheme 2018 (‘Scheme''), eligible employees may be granted options and/or stock appreciation rights (‘SARs''). Pursuant to a trust deed dated June 14, 2018, a trust by the name "IndiaMART Employee Benefit Trust” (‘EBS Trust'') has been set up in connection with the implementation of IndiaMART Employee Stock Benefit Scheme 2018. The current trustees of the ESOP Trust are Mr. Madhup Agrawal, Mr. Abhishek Bhartia, Mr. Vivek Agrawal and Ms. Vasudha Bagri. The EBS Trust has been set up to implement equity-based incentive schemes of our Company, including the IndiaMART Employee Stock Benefit Scheme 2018, whereby the Company will initially issue and allot the Equity Shares to the EBS Trust, which will subsequently, transfer the Equity Shares to our employees when they exercise their stock options or SAR units.

In terms of the Scheme and resolutions passed by the Board of Directors on June 04, 2018 and Shareholders on June 11, 2018, a maximum of 45,492 stock options resulting into 45,492 Equity Shares and 1,400,000 SAR units resulting into not more than 7,00,000 Equity Shares in aggregate may be granted to eligible employees, identified in accordance with the Scheme. Further, the Board of Directors in it''s meeting held on July 21, 2022 and the shareholders in the 23^rd Annual General Meeting of the Company on September 20, 2022 approved the increase in the equity pool of existing number of resultant equity shares against the SAR units by adding 3,00,000 (Three Lakh Only) fresh equity shares aggregating to not more than 10,00,000 (Ten Lakh Only) Equity Shares under the Scheme and consequent amendment in the Scheme.

Further, in view of the Bonus shares issued in the ratio of 1:1 by the Company during FY 2024, appropriate adjustments were made to the Employee Stock Options/SARs unit granted to the employees of the Company under the Scheme as on record date i.e., Wednesday, June 21, 2023, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 & amendments thereto from time to time, and in accordance with the provisions as contained in the Scheme. Accordingly, the Nomination and Remuneration Committee and the Board in their respective meetings held on July 19, 2023 and July 20,2023 amended the Scheme to make the necessary adjustments under the Scheme consequent to the Bonus issue.

The Scheme is administered and monitored by the Nomination and Remuneration Committee of the Company.

During FY 2024, all vested 7,952 ESOP options and 12,544 SARs units were duly exercised. Pursuant to exercise of ESOP options and SAR units exercised resulted in issuance of 40,504 Equity Shares of the Company. The details of the Employee Stock Options/SARs as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as ‘Annexure - 8’to this Report.

During the financial year, apart from the above mentioned changes, no other change has been made in the scheme and the scheme is in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI (SBEB & SE) Regulations”). A Certificate from Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI (SBEB & SE) Regulations would be available at the AGM for the inspection by the members. The applicable disclosures as stipulated under SEBI (SBEB & SE) Regulations regarding Employees Stock Option Plan of the Company as on March 31, 2024 is available on the website of the Company at https://investor.indiamart.com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Appointment of Independent Director:

During FY 2024, the Board of Director''s, on the recommendations of the Nomination and Remuneration Committee (‘NRC''), in its meeting held on July 20, 2023 approved and recommended to the shareholders for their approval, the appointment of Mr. Aakash Chaudhry (DIN:00106392) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of three (3) consecutive years w.e.f. July 20, 2023.

The Company received the approval of the members of the Company on August 22, 2023, by way of Postal Ballot, for the appointment of Mr. Aakash Chaudhry as an Independent Director of the Company.

B) Director liable to Retire by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for reappointment at every AGM. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Brijesh Kumar Agrawal, Whole-Time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors of the Company, on the recommendations of NRC, recommends his re-appointment for consideration by the members of the Company at the ensuing AGM.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be reappointed is annexed to the Notice convening the 25^th AGM.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 and in the opinion of the Board, the above mentioned appointment of Mr. Chaudhry as an Independent Director was made after due veracity of their integrity, expertise and experience (including the proficiency) and fulfils the conditions specified in the Act and under Listing Regulations.

The details of Directors and Key Managerial Personnel''s (‘KMPs'') of the Company has been disclosed in the Corporate Governance Report forming an integral part of this Report. None of the Directors or KMPs of the Company have resigned during the financial year.

Meetings of the Board of Directors

During FY 2024, four (4) board meetings were held. The details of the meetings of the Board of Directors and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA). During FY 2024, the Policy on Terms of Engagement of Independent Directors was reviewed, evaluated and modified by the Board of Directors in its meeting held on October 27, 2023 to align the said policy in accordance with current internal practices and legal requirements.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Technology in Financial Inclusion, Enterprise Management, People Management and Leadership skills.

Your Company has also appointed an Independent Woman Director on the Board. She is also a Lead Independent Director acting as a bridge between the independent directors and the management, offering guidance to the independent directors and guaranteeing the Board''s efficiency by managing the flow of information provided to the Board, ensuring its quality, quantity, and timeliness.

In terms of Regulation 19 of Listing Regulations and under Part D, Schedule II to the said Regulations, a Board Diversity Policy has been framed, and duly approved by Nomination and Remuneration Committee of the Board.

The Board Diversity Policy of the Company can be accessed on the Company''s website i.e., https://investor.indiamart. com/CorporateGovernance.aspx.

Familiarization Programme for Independent Directors

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

As a part of the ongoing familiarization process of the Company, Independent Directors were apprised, during and/ or after quarterly Board Meetings, by the Managing Director and Chief Executive Officer and/or Whole-time Director about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company.

Further, around the quarterly Board Meetings, the Senior Management Personnel made presentations on relevant topics including business, markets, controls, changes in the regulatory framework and business environment having an impact on the Company to the Directors of the Company.

During FY 2024, the familiarization programme for Independent Directors of the Company was reviewed, evaluated and modified by the Board of Directors in its meeting held on January 18, 2024, to align the said policy in accordance with current internal practices and adopt the good governance. The details pertaining to Familiarization Programme for Independent Directors has been incorporated in the ‘Corporate Governance Report'' forming an integral part of this Report.

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes. The Committees and their Composition as on March 31, 2024 are as follows:

Details of Committee Memberships
Particulars of the Committee	Mr. Dinesh	Mr. Brijesh	Mr. Dhruv	Mr. Vivek	Ms. Pallavi
Audit			Member	Chairman	Member	Member	-
Nomination and Remuneration	-	-	Member	Chairman	Member	Member	-
Stakeholders'' Relationship	-	Member	Member	Chairman	-	-	-
Corporate Social Responsibility & Sustainability	-	Member	-	Chairman	Member	-	-
Risk Management	-	-	Member	Member	Chairperson	Member	-
Investment and Finance	-	Member	-	Member	-	Chairman	-
Share Allotment	Member	Member	Chairman	-	-	-	-
Independent Directors	-	-	-	Member	Chairperson	Member	Member

EVALUATION OF THE BOARD’S PERFORMANCE

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, it''s Committees and individual Directors, including Independent Directors.

The annual performance evaluation of the Board as a whole, its Committees and individual Director has been carried out in accordance with the framework. The details of evaluation process of the Board as a whole, its Committees and individual Directors, including Independent Directors has been disclosed in the Corporate Governance Report forming an integral part of this Report.

The Board expressed its satisfaction on the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and belief and according to the information & explanations obtained by them, confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit and loss of the Company for the period ended on that date;

c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy (‘NRC Policy'') in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations.

The NRC Policy of the Company can also be accessed on the Company''s website at https://investor.indiamart.com/ CorporateGovernance.aspx. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (‘BSE'') and National Stock Exchange of India Limited (‘NSE'') with effect from July 04, 2019.

During FY 2024, the equity shares issued and allotted pursuant to the Bonus Issue were duly listed on the stock exchanges. The annual listing fees for FY 2024-25 has been paid to both the Stock Exchanges i.e., BSE and NSE.

AUDIT COMMIITTEE

The terms of reference, meetings and attendance have been disclosed in the Corporate Governance Report forming an integral part of this Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINAIBILITY (‘CSRS’)

Your Company believes in the philosophy of transforming businesses and lives through our constant efforts and actions for empowering societies. With a mission to achieve long-term socio-economic development of the communities, the Company has focused its Corporate Social Responsibility (‘CSR'') initiatives on programs that bring sustainable change in education, the environment, and healthcare systems. Being a responsible corporate citizen, our initiatives are focussed at delivering maximum value to the society, under our CSR initiatives.

The Company constituted Corporate Social Responsibility Committee in accordance with the provisions of the Act. During FY 2023, to ensure sustainability being observed at Board level, the Board of Directors expanded the scope of the Committee and renamed the same as Corporate Social Responsibility & Sustainability Committee (‘CSRS Committee''). Further, during FY 2024, the Board of Directors in its meeting held on January 18, 2024, approved the Sustainability Policy of the Company outlining the organization''s commitments to sustainability and a framework for action to achieve its sustainability goals.

As on March 31, 2024, the CSRS Committee comprises of three (3) members i.e., Mr. Vivek Narayan Gour, Mr. Brijesh Kumar Agrawal and Ms. Pallavi Dinodia Gupta. Mr. Vivek Narayan Gour is the Chairman of CSRS Committee.

UTILISATION OF QIP PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Act, the Company allotted 12,42,212 equity shares through Qualified Institutional Placement (‘QIP'') at an issue price of H 8,615 per equity share (including a premium of H 8,605 per equity share) aggregating to H 10,701.66 million on February 22, 2021. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue. The details of the utilisation of the funds raised have been provided in the Corporate Governance Report forming an integral part of this Report.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules''), the Company has formulated the CSR Policy which can be accessed on the Company''s website at https://corporate.indiamart.com/Social-Responsibility/. The CSR Policy outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community.

In terms of Section 135 of the Act read with Rule 8 of the CSR Rules as amended, the Annual Report on CSR Activities undertaken by the Company during FY 2024 is annexed herewith as ‘Annexure - 2’to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In term of Regulation 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate

from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as ‘Annexure - 3\

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to provide a formal mechanism to its Directors/Employees/ Stakeholders of the Company for reporting any unethical behaviour, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

During FY 2024, Board of Directors of the Company in their meeting held on October 27, 2023, adopted a focused and separate Anti Bribery Policy as a carve out from the existing Vigil Mechanism/Whistle Blower policy to prevent bribery and corruption within the Company.

The details of vigil mechanism and anti-bribery policy have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy and Anti Bribery Policy is available on Company''s Intranet and can also be accessed on the Company''s website at https://investor.indiamart.com/ CorporateGovernance.aspx.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. The Board of Directors of the Company has constituted Risk Management Committee (‘RMC'') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note No. 7 & 8 to the Standalone Financial Statements forming an integral part of the Annual Report. Further, investment made directly and indirectly by the Company are mentioned elsewhere in this report.

Additionally, the Company has invested the surplus funds available in the units of mutual funds, debt securities, equity ETFs/index funds, units of infrastructure investment trusts etc., the details of which have been disclosed in Note No. 8 to the Standalone Financial Statements forming an integral part of the Annual Report.

During FY 2024, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arm''s length basis and in the ordinary course of business and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Company''s Policy on Materiality of and dealing with Related Party Transactions (‘RPT Policy'').

Further, during the year under review, the Company has not entered into any material related party transactions in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The statement showing the disclosure of Related Party Transactions have been disclosed in Note No. 33 to the Standalone Financial Statement forming an integral part of this Annual Report.

The RPT Policy can be accessed at the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (‘MRE'') and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed herewith as ‘Annexure - 4 to this report.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed herewith as ‘Annexure - 5’ to this report.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDITORSa) Statutory Auditors

B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 25, 2019, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 20^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company.

The Board, on the recommendations of the Audit Committee, has recommended the re-appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for a second term of 5 (Five) consecutive years, i.e., to hold the office from conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company.

The Company has received the consent & eligibility certificate from M/s B S R & Co. LLP Chartered Accountants under Section 139(1) and 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Auditors'' Report read together with Annexures referred to in the Auditors'' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

b) Internal Auditors

The Board appointed M/s S S Kothari Mehta & Company, Chartered Accountants as an Internal Auditors of the Company for FY 2024, who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company''s risk management policies and systems.

c) Secretarial Auditors

The Board appointed M/s Chandrasekaran & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for FY 2024, pursuant to the provisions of Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for FY 2024 received from Secretarial Auditor is annexed herewith as ‘Annexure - 6’ to this Report. The report of Secretarial Auditor is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer. However, the Secretarial Auditors has highlighted couple of non material observations relating to insignificant delay''s in stock exchange filing(s) which were beyond the control of the Company, which have been duly responded by the management in the Secretarial Audit Report itself.

Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2024 is available on the Company''s website at https://investor.indiamart. com/annual return.aspx.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Complaints Committee (‘ICC'') under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'') has been constituted to redress the complaints received regarding sexual harassment and it presently comprises of four (4) members out of which three (3) members are women as on the date of this report.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace. Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. The details of sexual harassment complaints received and disposed-off during period under review are as follows:

No. of Complaints received : 01

No. of Complaints disposed-off : 01

No. of Cases pending for more than 90 days : Nil

No. of Workshops or Awareness Programmes : 52

Nature of action taken by the Company : Cessation of

employment

Nature of business conducted throughout the workshops in respect of POSH:

• The workshop is part of Company''s induction programme, Shubharambh for all new joiners;

• A presentation is given by the human resource business partners (‘HRBP'') to all new joiners sensitising on the policy in place;

• Activities falling under the purview of the POSH Policy are clearly enunciated;

• The repercussions of indulging in any distasteful act are duly communicated; and

• Introducing ICC members and sharing their contact information to park complaints.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

In terms of Regulation 34 of the Listing Regulations, Business Responsibility & Sustainability Report for FY 2024 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed herewith as ‘Annexure - 7 to this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (‘IEPF'') of the Government of India. Further, the Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on March 31, 2024 on the website of the Company''s at https:// investor.indiamart.com/Unpaid Unclaimed Dividend.aspx.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 9 to this Report.

OTHER STATUTORY DISCLOSURES

a) PUBLIC DEPOSITS: Your Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2024.

b) COST RECORDS: During the year, maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.

c) ISSUANCE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: Your Company has not issued any shares with differential voting rights and sweat equity shares during the financial year.

d) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Company''s operation in future.

e) CHANGE IN NATURE OF BUSINESS: There was no change in nature of the business of the Company in FY 2024.

f) COMPLIANCE OF SECRETARIAL STANDARDS: The

Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

g) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

h) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE: The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, the Company has undertaken certification under the ISO 27001, ISO 22301, ISO 31000, ISO 27701 and ISO 12207 standards thereby establishing compliance with reasonable security practices and procedures. Further, various policies and procedures have been instituted, including ‘Information Security Policy'' and ‘Risk Management Procedure'', that are commensurate with the information assets being protected with the nature of business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

---

Mar 31, 2023

The Board of Directors of your Company take pleasure in presenting the Twenty-Fourth (24^th) Annual Report of IndiaMART InterMESH Limited (''Company''), on the business and operations of the Company together with Audited Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2023 (''FY 2023'').

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2023 is detailed below:

(''Amount in '' Million'')
Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Revenue from Operations	9,388.17	7,507.70	9,853.99	7,534.85
Other Income	1,128.83	1,078.60	1,805.26	1,121.94
Total Income	10,517.00	8,586.30	11,659.25	8,656.79
Employee Benefit Expenses	3,992.19	2,628.47	4,247.35	2,675.52
Financial Cost	46.79	54.02	81.51	54.02
Depreciation and amortisation expenses	192.68	119.01	310.75	119.46
Other Expenses	2,779.76	1,758.31	2,927.81	1,780.87
Total Expenses	7,011.42	4,559.81	7,567.42	4,629.87
Exceptional items	52.61	-	-	-
Share in Net Profit/(loss) of Associate	-	-	(379.05)	(122.49)
Profit/(Loss) before tax	3,452.97	4,026.49	3,712.78	3,904.43
Total Tax Expenses	731.11	928.25	874.51	928.25
Profit/(Loss) for the year	2,721.86	3,098.24	2,838.27	2,976.18
Other Comprehensive income for the financial year	39.78	4.28	45.06	3.06
Total Comprehensive income/(loss) for the financial year	2,761.64	3,102.52	2,883.33	2,979.24
Earnings per Equity Share (?) - Face value of '' 10/- each	89.14	101.83	92.96	97.82

Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (''the Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

REVIEW OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance on Standalone

basis are as under:

a) Revenue from Operations reached '' 9,388.17 million in FY 2023 as against '' 7,507.70 million in FY 2022, a growth of around 25.05% year on year.

b) The total income increased by 22.49% from '' 8,586.30 million in FY 2022 to '' 10,517.00 million in FY 2023.

c) Operating EBITDA, in FY 2023, recorded a decrease of 16.17% over FY 2022 and stood at 2,616.21 million in comparison with '' 3,120.91 million in FY 2022.

d) Profit before tax (PBT) from ordinary activities (before exceptional items) is '' 3,505.58 million in FY 2023 as against '' 4,026.49 million in FY 2022.

DIVIDEND

Based on Company''s Performance and in terms of Dividend

Distribution Policy of the Company, the Board of Directors in its

meeting held on April 28, 2023 recommended a final dividend of '' 20 (i.e., 200%) per equity share of '' 10 each fully paid-up for FY 2023, subject to the approval of the members at the ensuing Annual General Meeting (''AGM'') of the Company. The Dividend will be payable to all those members whose names will appear in the Register of Member as on the record date.

As per the provisions of Section 115 - O of Income-tax Act, 1961 and amendments introduced vide Finance Act, 2020, w.e.f. April 01, 2020, Dividend paid or distributed by the Company shall be taxable in the hands of the Members of the Company. The Company shall accordingly make the payment of the final dividend after deduction of tax at source.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has formulated and implemented the Dividend Distribution Policy which is displayed on Company''s Website. The web-link for the same is https://investor.indiamart.com/CorporateGovernance. aspx.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2023.

BUYBACK OF EQUITY SHARES

The Board of Directors of the Company approved, through a resolution passed at its duly convened meeting held on April 28, 2022, buyback of upto 1,60,000 fully paid-up equity shares of the Company having face value of '' 10/- (Indian Rupees Ten Only), at a price of '' 6,250 (Indian Rupees Six Thousand Two Hundred Fifty only) per equity share payable in cash, for an aggregate amount not exceeding '' 100 Crores (Indian Rupees One Hundred Crores only).

The buyback was approved for participation from all shareholders / beneficial owners of the Equity Shares of the Company, including promoters and members of the promoter group, on a proportionate basis as on the Record Date through the "Tender Offer" route, using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations"), the Companies Act, 2013 and Rules made thereunder, as amended from time to time and such other circulars or notifications issued by the Securities and Exchange Board of India.

The Buyback of equity shares commenced on Thursday, June 02, 2022 and closed on Wednesday, June 15, 2022. During this buyback period, the Company extinguished a total of 1,60,000 equity shares at a price of '' 6,250/- (Indian Rupees Six Thousand Two Hundred Fifty Only) per Equity Share for an aggregate amount not exceeding '' 100 Crores (Indian Rupees One Hundred Crores only). The Buyback Offer Size represents 5.32% and 5.37% of the aggregate of the Company''s fully paid-up capital and free reserves as per the standalone and consolidated audited financial statements of the Company, respectively, as on March 31, 2022, which was less than 10% of the total paid-up equity share capital and free reserves of the Company. The Buyback of equity shares was completed on June 23, 2022.

The details of the Buyback are available on Company''s Website and can be accessed through the web-link https://investor. indiamart.com/buyback.aspx.

BONUS ISSUE

The Board of Directors at its meeting held on April 28, 2023, recommended issue of bonus shares, subject to the approval of members of the Company in the Annual General Meeting, to the holders of equity shares of the Company in the proportion of 1 (one) equity share of '' 10/- (Rupees Ten) each fully paid up for 1 (one) existing equity share of '' 10/- (Rupees Ten) each fully paid up as on the record date fixed for this purpose. The Bonus issue will be issued out of Capital Redemption Reserve and balance from the Securities Premium Account of the Company available as at March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company and date of this report, except as disclosed elsewhere in report:

• In the nature of Company''s Business, and

• In the Company''s Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2023, the Company has five (5) Wholly-owned Subsidiary Company(s), one (1) Subsidiary Company and eight (8) Associate Company(s).

Wholly owned Subsidiary Companies:

1. Busy Infotech Private Limited (''BUSY'')

2. Tradezeal Online Private Limited (''TOPL'')

3. Pay With Indiamart Private Limited (''PWIPL'')

4. Tolexo Online Private Limited (''Tolexo'')

5. Hello Trade Online Private Limited (''HTOPL'')

Subsidiary Company:

1. Livekeeping Technologies Private Limited (''LIVEKEEPING'') (Formerly known as Finlite Technologies Private Limited)

- Livekeeping Private Limited (Wholly owned Subsidiary of Livekeeping)

Associate Companies:

1. Simply Vyapar Apps Private Limited (''Vyapar'')

2. Mobisy Technologies Private Limited (''Mobisy'')

3. IB MonotaRO Private Limited (''Industry Buying'')

4. Truckhall Private Limited (''SuperProcure'')

5. Adansa Solutions Private Limited (''Realbooks'')

6. Shipway Technology Private Limited (''Shipway'')

7. Edgewise Technologies Private Limited (''EasyEcom'')

8. Agillos E-Commerce Private Limited (''Aerchain'')

Development/Performance and Financial Position of each Subsidiary is presented below:

1. Busy Infotech Private Limited (''BUSY''): During the financial year, the Company acquired 100% of the paid-up capital of BUSY for an aggregate cash consideration of '' 5,000 million and subsequently, became the wholly-owned subsidiary of the Company on completion of the acquisition on April 06, 2022.

Busy was incorporated on August 12, 1997 with the main object to carry on the business for providing software and solutions, which are Easy-to-use, Powerful, and Scalable. Busy is one of the largest accounting software companies

in India. BUSY through its product ''BUSY Accounting Software'' & ''BUSY'' offers web-based business accounting solution for the companies including GST billing & return filing, TDS/TCS, configurable GST compliant invoicing, inventory management. The solution is offered in three variants namely Basic, Standard and Enterprise Edition. During FY 2023, BUSY''s total Income was '' 471.40 million and net profit after taxation was '' 103 million.

2. Livekeeping Technologies Private Limited

(''Livekeeping'') (Formerly known as Finite

Technologies Private Limited). During the financial year, the Company acquired 51.09% of the paid-up capital of Livekeeping for an aggregate consideration of '' 459.8 million and subsequently, became the subsidiary of the Company on completion of the acquisition on May 23, 2022.

Livekeeping was incorporated on January 28, 2015 and offers value added services to businesses over their existing on-premises accounting software like Tally. It provides desktop based digital integration with on premise accounting software which syncs the data automatically to its mobile based application enabling the user to view their accounting data on mobile. Businesses can access, analyse and share accounting information like sales, receivables, outstanding payments in real time through Livekeeping application. During FY 2023, Livekeeping''s total Income was '' 17.71 million and net loss after taxation was '' 31.95 million.

3. Tradezeal Online Private Limited (''TOPL''), formerly known as Tradezeal International Private Limited, was incorporated on May 31, 2005 as a wholly-owned subsidiary of the Company. The main object of TOPL is to carry out business related to Investment and allied activities by making strategic investments in multiple ventures. Such investments are in line with the Company''s long-term objective of offering various SaaS solutions for businesses.

During FY 2023, TOPL has no revenue, however its total Income from other sources was '' 601.21 million and net profit after taxation was '' 444.09 million.

4. Pay With Indiamart Private Limited (''PWIPL''), was

incorporated on February 07, 2017, as a wholly-owned subsidiary of the Company. PWIPL is engaged in the business of digital payment facilitation mechanisms. During FY 2023, PWIPL''s total income was '' 29.79 million and net loss after taxation was '' 1.15 million.

5. Tolexo Online Private Limited (''Tolexo''), was

incorporated on May 28, 2014, as a wholly-owned subsidiary of the Company. Tolexo is primarily engaged in the business of building a cloud-based solution for SME businesses to help them manage their business with increased efficiency. During FY 2023, Tolexo''s total revenue was '' 10.99 million and net loss after taxation was '' 67.15 million.

6. Hello Trade Online Private Limited (''HTOPL''), was

incorporated on July 03, 2008 as a wholly-owned subsidiary of the Company. HTOPL being not actively engaged in any business is, however, authorized to indulge in a gamut of businesses, like conducting domestic trade and international business facilitation, including sales, marketing, operational, technological, information processing and other trade and business-related services. During FY 2023, HTOPL has no revenue and net loss after taxation was '' 0.07 million.

Development/Performance and Financial Position of

each Associate Company(s) is presented below:

1. Simply Vyapar Apps Private Limited (''Vyapar''),

was incorporated on March 08, 2018. It is engaged in the business of selling ''Vyapar'', a Business Accounting Software (both mobile app as well as desktop versions) with Billing, GST Invoice, Stock Inventory & Accounting solutions. Vyapar has become our Associate company on September 05, 2019.

As on March 31, 2023, the Company holds 27.45% of its paid-up share capital on fully diluted basis in Vyapar. During FY 2022, its total Income was '' 209.02 million and the net loss after taxation was '' 266.1 1 million.

2. Mobisy Technologies Private Limited (''Mobisy''):

was incorporated on February 04, 2008. It is engaged in a business of developing web and mobile applications in relation to sales force and supply chain automation solutions. It''s main product, Bizom, is a SaaS based end to end retail intelligence platform for brands and B2B retailers. It allows businesses to digitize the end-to-end sales and distribution platform from Sales Force Automation (SFA), Distributor Management System (DMS), and retail execution and management. It uses a proprietary analytics engine with AI and ML to deliver custom reports, alerts and actionable insights to businesses. Mobisy has become our Associate company on November 15, 2022.

During FY 2023, the Company increased it''s stake by 7.96% by way of subscription, purchase or otherwise, in the equity shares, preference shares, debentures and/or other securities of Mobisy aggregating to 25.08% in the share capital of Mobisy, on fully diluted basis.

During FY 2022, its total Income was '' 447.79 million and net loss after taxation was '' 47.78 million.

3. IB MonotaRO Private Limited (''Industry Buying''),

was incorporated on July 28, 2020. It is engaged in the e-commerce business for Industrial and Business supplies in India, under its brand name ''Industry Buying''. It offers utility products in Maintenance, Repairs and Overhaul (''MRO'') categories like power tools, abrasives, electronics, robotics, hand tools and many more such products to its customers primarily for industrial purposes. Industry Buying has become our Associate company on March 03, 2022.

As on March 31, 2023, the Company holds 26% of its paid-up share capital on fully diluted basis in Industry Buying. During FY 2022, its total Income was '' 279.58 million and net loss after taxation was '' 188.37 million.

4. Truckhall Private Limited (''SuperProcure'') was

incorporated on August 18, 2016. It is engaged in the business of creating online marketplace and software development for the logistics industry including running and managing a digital platform ''SuperProcure''. SuperProcure is a SaaS based platform that digitizes the entire freight sourcing and dispatch monitoring system of the logistics department of an organisation. It allows logistics departments to find the best possible rates through a transparent bidding and auction structure, thus saving costs. SuperProcure has become our Associate company on June 05, 2021.

As on March 31, 2023, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 25.02% share capital of SuperProcure on fully converted and diluted basis.

During FY 2022, its total Income was '' 41.51 million and net loss after taxation was '' 42.50 million.

5. Adansa Solutions Private Limited (''Realbooks'') was

incorporated on May 22, 1973. It is engaged in a business of offering a cloud-based accounting software product for businesses. Furthermore, it enables businesses to create customized invoices, attach files to vouchers, and manage their inventory. It also enables businesses to manage their different business units at multiple locations from a single dashboard.

During FY 2023, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, acquired 26.01% share capital of Realbooks on fully converted and diluted basis. Subsequently, Realbooks became the Associate company on completion of the acquisition on April 06, 2022.

During FY 2022, its total Income was '' 35.48 million and net loss after taxation was '' 6.90 million.

6. Shipway Technology Private Limited (''Shipway''),

was incorporated on August 06, 2015. It is engaged in the business of developing SaaS based solutions which allow small business to automate their shipping operations via its flagship product ''Shipway''. The product allows sellers to improve the shipping experience for their customers by providing branded tracking pages, sending out automatic delivery notifications and capturing customer feedback. Additionally, via its ''Ezyslips product'', the entity allows sellers to automate their back-office shipping workflows'' including courier allocation, bulk label printing, fraud detection and returns management.

Shipway has become our Associate company on April 29, 2021.

As on March 31, 2023, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 26% share capital of Shipway on fully converted and diluted basis.

During FY 2022, its total income was '' 55.58 million and net loss after taxation was '' 18.91 million.

7. Edgewise Technologies Private Limited (''EasyEcom''),

was incorporated on January 22, 2015. It offers SaaS based online commerce enablement solutions to the merchants under the brand name EasyEcom. It''s flagship inventory and warehouse management solutions allow merchants to allocate, track, and reconcile inventory across various online and offline sales channels. It also offers additional modules which automate other backoffice functions of merchants, such as shipping related payments reconciliation and returns reconciliation. EasyEcom has become our Associate company on January 03, 2022.

As on March 31, 2023, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 26.01% share capital of EasyEcom on fully converted and diluted basis.

During FY 2022, its total Income was '' 41.36 million and net loss after taxation was '' 1.43 million.

8. Agillos E-Commerce Private Limited (''Aerchain''),

was incorporated on May 05, 2016. It is engaged in the business of offering SaaS based solutions for businesses to automate their procurement operations under its brand name ''Aerchain''. Aerchain seamlessly connects relevant stakeholders, brings visibility, improves efficiency and spreads intelligence across the entire Source to Pay lifecycle of enterprises. Further, through their AI & ML based sourcing engine, they help procurement teams by identifying, analysing and recommending suppliers to drive cost benefits. Aerchain has become our Associate company on August 16, 2021.

As on March 31, 2023, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, holds 26.23% share capital of Aerchain on fully converted and diluted basis.

During FY 2022, its total Income was '' 43.52 million and net loss after taxation was '' 15.63 million.

During the financial year, the Board of Directors of the Company reviewed the affairs of its subsidiary and associate company(s). Pursuant to the provisions of Section 136 of the Act, separate audited accounts of the subsidiaries are available on the website of the Company at https://investor. indiamart.com/Subsidiary Financials.aspx.

Pursuant to the provisions of Section 129(3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company have been prepared including the financial statements of its subsidiary and associate company(s), which forms integral part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiary and associate company(s) and their performance is provided in Form AOC-1 which is attached as ''Annexure - 1'' to this report.

Further, apart from the above, no other company have become or ceased to be subsidiary, joint venture or associate of the Company during the financial year except to the following:

a) Ten Times Online Private Limited (''10times''), was

incorporated on February 26, 2014. 10times is currently engaged in the business of operating www.10times.com. a platform for business events discovery and networking. It creates a unique virtual experience by streaming services thereby, enabling customers to create, manage and host events as well as communities.

During FY 2023, 10times ceased to be an Associate company as the Company has disinvested its entire shareholding, i.e. 30% of Equity Share Capital of 10times.

As on March 31, 2023, there is no material subsidiary of the Company. The Policy for determining material subsidiaries is available on the Company''s website at https://investor. indiamart.com/CorporateGovernance.aspx.

SHARE CAPITAL

During FY 2023, there is no change in the Authorised Share Capital of the Company. As on March 31, 2023, the Authorised Capital of the Company is '' 99,44,25,584/- divided into 9,94,42,460 Equity Shares having face value of '' 10/- each and 3 (Three) 0.01% Cumulative Preference Shares having face value of '' 328/- each.

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

Amount (In '')
Issued, Subscribed and Paid-up Share Capital	Equity Share Capital
At the beginning of the year i.e., as on April 01, 2022 (3,05,64,574 equity shares of '' 10/- each)	30,56,45,740
Stock Options allotted during the financial year under: Indiamart Employee Stock Benefit Scheme - 2018 21 00 000 (2,10,000 equity shares of '' 10/- each to Indiamart Employee Benefit Trust)
Equity Shares extinguished on Buyback (1,60,000 equity shares of '' 10/- each)	(16,00,000)
At the end of the year i.e., as on March 31, 2023 (3,06,14,574 equity shares of '' 10/- each)	30,61,45,740
*The equity shares so allotted were duly listed on the Stock Exchanges.

EMPLOYEES STOCK BENEFIT SCHEMES

Your Company has always believed in motivating employees

and rewarding them for their continuous hard work, dedication

and support, which has led the Company on the growth path.

In view of the above, the Company currently has the following

scheme:

i. Indiamart Employee Stock Benefit Scheme 2018

Pursuant to a resolution of the Board of Directors dated April 30, 2018 and the shareholders'' resolution dated May 07, 2018, the Company instituted an Employee Stock Benefit Scheme. In terms of the Indiamart Employee Stock Benefit Scheme 2018 (''Scheme''), eligible employees may be granted options and/or stock appreciation rights (''SARs''). Pursuant to a trust deed dated June 14, 2018, a trust by the name "IndiaMART Employee Benefit Trust" (''EBS Trust'') has been set up in connection with the implementation of Indiamart Employee Stock Benefit Scheme 2018. The current trustees of the ESOP Trust are Mr. Madhup Agrawal, Mr. Abhishek Bhartia, Mr. Vivek Agrawal and Ms. Vasudha Bagri. The EBS Trust has been set up to implement equity-based incentive schemes of our Company, including the Indiamart Employee Stock Benefit Scheme 2018, whereby the Company will initially issue and allot the Equity Shares to the EBS Trust, which will subsequently, transfer the Equity Shares to our employees when they exercise their stock options or SAR units.

I n terms of the Scheme and resolutions passed by the Board of Directors on June 04, 2018 and Shareholders on June 11, 2018, a maximum of 45,492 stock options resulting into 45,492 Equity Shares and 1,400,000 SAR units resulting into not more than 7,00,000 Equity Shares in aggregate may be granted to eligible employees, identified in accordance with the Scheme. Further, the Board of Directors in it''s meeting held on July 21, 2022 and the shareholders in the 23^rd Annual General Meeting of the Company on September 20, 2022 approved the increase in the equity pool of existing number of resultant equity shares against the SAR units by adding 3,00,000 (Three Lakh Only) fresh equity shares aggregating to not more than 10,00,000 (Ten Lakh Only) Equity Shares under the Scheme and consequent amendment in the Scheme. The Scheme is administered and monitored by the Nomination and Remuneration Committee of the Company.

During FY 2023, all vested 4,205 ESOP options and 208,351 SARs units were duly exercised. SAR units so exercised resulted in issue of 182,026 Equity Shares of the Company.

The details of the Employee Stock Options/SARs as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as ''Annexure - 8'' to this Report.

During the financial year, apart from the above mentioned changes, no other change has been made in

the scheme and the scheme is in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 ("the SEBI (SBEB & SE) Regulations"). A Certificate from Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI (SBEB & SE) Regulations would be available at the AGM for the inspection by the members of the Company. The applicable disclosures as stipulated under SEBI (SBEB & SE) Regulations regarding Employees Stock Option Plan of the Company as on March 31, 2023 is available on the website of the Company at https://investor. indiamart. com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Appointment of Independent Director:

During FY 2023, the Board of Director''s, on the recommendations of the Nomination and Remuneration Committee, in it''s meeting held on October 20, 2022, approved and recommended to the shareholders for their approval, an appointment of Ms. Pallavi Dinodia Gupta (DIN:06566637) as a Woman Independent Director of the Company, not liable to retire by rotation, to hold office for a period of three (3) consecutive years w.e.f. October 20, 2022.

The Company has received approval of the Members of the Company on December 31, 2022 through Postal Ballot for the appointment of Ms. Gupta as a Woman Independent Director of the Company.

B) Re-appointment of Independent Director:

During FY 2023, the Board of Director''s on the recommendations of the Nomination and Remuneration Committee, in it''s meeting held on October 20, 2022, also approved the re-appointment of Mr. Vivek Narayan Gour (DIN:00254383) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years w.e.f. May 07, 2023 after taking into account the performance evaluation of the first term of five years and considering the knowledge, expertise, vast experience, acumen and the substantial contribution made by him.

The Company has received approval of the Members of the Company on December 31, 2022 through Postal Ballot for the appointment of Mr. Gour as an Independent Director of the Company.

C) Resignation of Independent Director:

During FY 2023, Ms. Elizabeth Lucy Chapman (DIN: 06459440) tendered her resignation as an Independent Director of the Company with effect from October 07,

2022 due to preoccupation and personal commitments. She also confirmed that there are no material reasons for her resignation other than those provided in her resignation letter. The intimation which has been furnished to stock exchanges can be accessed at https:// investor.indiamart.com/CorporateAnnouncements.aspx.

D) Director liable to Retire By Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at every AGM. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Dhruv Prakash, Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, recommends his re-appointment for consideration by the members of the Company at the ensuing AGM. A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 notified by Ministry of Corporate Affairs related to the Director proposed to be re-appointed is annexed to the Notice convening the 24^th AGM.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all the above mentioned appointment/ re-appointments of Independent Directors were made after due veracity of their integrity, expertise and experience (including the proficiency) and fulfils the conditions specified in the Act and under Listing Regulations.

The details of Directors and Key Managerial Personnel''s (''KMPs'') of the Company has been disclosed in the Corporate Governance Report forming an integral part of this Report. None of the Directors or KMPs of the Company, except as stated above, have resigned during the financial year.

Number of meetings of the Board of Directors

During FY 2023, five (5) board meetings were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Technology in Financial Inclusion, Enterprise Management, People Management and Leadership skills. Your Company has also appointed a Woman Director on the Board.

In terms of Regulation 19 of Listing Regulations and under Part D, Schedule II to the said Regulations, a Board Diversity Policy has been framed, and duly approved by Nomination and Remuneration Committee of the Board. The Board Diversity Policy of the Company can be accessed on the Company''s website i.e., https://investor. indiamart.com/CorporateGovernance.aspx.

Familiarisation Programme for Independent Directors

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

As a part of the ongoing familiarisation process of the Company, Independent Directors were apprised, during and/or after quarterly Board Meetings, by the Managing Director and Chief Executive Officer and/or Whole-time Director about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company.

Further, around the quarterly Board Meetings, the Senior Management Personnel made presentations on relevant topics including business, markets, controls, changes in the regulatory framework and business environment having an impact on the Company to the Directors of the Company.

The details pertaining to Familiarisation Programme for Independent Directors has been incorporated in the ''Corporate Governance Report'' forming an integral part of this Report.

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors

The annual performance evaluation of the Board as a whole, its Committees and individual Director has been carried out in accordance with the framework. The details of evaluation process of the Board as a whole, its Committees and individual Directors, including Independent Directors has been disclosed in the Corporate Governance Report forming an integral part of this Report.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its Committees and/or any of the Directors''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and belief and according to the information & explanations obtained by them, confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit and loss of the Company for the period ended on that date;

c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy (''NRC Policy'') in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations. The Board modified the NRC Policy with effect from July 21, 2022 to align the same with

the amendments in the Listing Regulations. The NRC Policy of the Company can also be accessed on the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') with effect from July 04, 2019. The annual listing fees for FY 2023-24 has been paid to both the Stock Exchanges i.e., BSE and NSE.

UTILISATION OF QIP PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the

AUDIT COMMIITTEE

The terms of reference, meetings and attendance have been disclosed in the Corporate Governance Report forming an integral part of this Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINAIBILITY (''CSRS'')

Your Company believes in the philosophy of transforming businesses and lives through our constant efforts and actions for empowering societies. With a mission to achieve longterm socio-economic development of the communities, the Company has focused its Corporate Social Responsibility (''CSR'') initiatives on programs that bring sustainable change in education, the environment, and healthcare systems. Being a responsible corporate citizen, our initiatives are focussed at delivering maximum value to the society, under our CSR initiatives.

Act, the Company allotted 12,42,212 equity shares through Qualified Institutional Placement (''QIP'') at an issue price of '' 8,615 per equity share (including a premium of '' 8,605 per equity share) aggregating to '' 10,701.66 million on February 22, 2021. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue. The details of the utilisation of the funds raised have been provided in the Corporate Governance Report forming an integral part of this Report.

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

The Company constituted Corporate Social Responsibility Committee in accordance with the provisions of the Act. During FY 2023, to ensure sustainability being observed at Board level, the Board of Directors in their meeting held on March 24, 2023 expanded the scope of the Committee and renamed the same as Corporate Social Responsibility & Sustainability Committee (''CSRS Committee'').

As on March 31, 2023, the CSRS Committee comprises of three (3) members i.e., Mr. Brijesh Kumar Agrawal, Mr. Vivek Narayan Gour and Ms. Pallavi Dinodia Gupta. Mr. Vivek Narayan Gour is the Chairman of CSRS Committee.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (''CSR Rules''), the Company has formulated the CSR Policy which can be accessed on the Company''s website at https://corporate.indiamart.com/Social-Responsibility/. The CSR Policy outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism

for undertaking socially impactful programs towards welfare and sustainable development of the community.

In terms of Section 135 of the Act read with Rule 8 of the CSR Rules as amended, the Annual Report on CSR Activities undertaken by the Company during FY 2023 is annexed herewith as Annexure - 2 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In term of Regulation 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as Annexure - 3''.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behaviour, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

The details of vigil mechanism as provided in the Whistle Blower Policy have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Company''s Intranet and can also be accessed on the Company''s website at https://investor.indiamart.com/ CorporateGovernance.aspx.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency.

The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. The Board of Directors of the Company has constituted Risk Management Committee (''RMC'') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. Further, during FY 2023, the Company identified few more risks which could influence the achievement of the Company''s business objectives and accordingly modified the Risk Management Policy with effect from October 20, 2022.

A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note No. 7 & 8 to the Standalone Financial Statements forming an integral part of the Annual Report. Further, investment made directly and indirectly by the Company are mentioned elsewhere in this report.

Additionally, the Company has invested the surplus funds available in the units of mutual funds, debt securities, equity ETFs/index funds, units of infrastructure investment trusts etc., the details of which have been disclosed in Note No. 8 to the Standalone Financial Statements forming an integral part of the Annual Report.

During FY 2023, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arm''s length basis and in the ordinary course of business and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in

line with the Company''s Policy on Materiality of and dealing with Related Party Transactions (''RPT Policy'').

Further, during the financial year, the Company has not entered into any material related party transactions in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The statement showing the disclosure of Related Party Transactions have been disclosed in Note No. 33 to the Standalone Financial Statement forming an integral part of this Annual Report.

The Board of Directors in its meeting held on April 28, 2022 modified the RPT policy of the Company to align the same with the amendments in Listing Regulations. The RPT Policy can be accessed at the Company''s website at https://investor. indiamart.com/CorporateGovernance.aspx.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (''MRE'') and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed herewith as ''Annexure - 4'' to this report.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed herewith as ''Annexure - 5'' to this report.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDITORS

a) Statutory Auditors

B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 25, 2019, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 20^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company.

The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

b) Internal Auditors

Baker Tilly Business Advisory Services Private Limited (Formerly known as Mazars Business Advisory Private Limited), who were appointed as an Internal Auditors of the Company for FY 2023, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company''s risk management policies and systems.

c) Secretarial Auditors

M/s Chandrasekaran & Associates, Practicing Company Secretaries were appointed to conduct the Secretarial Audit of the Company for FY 2023, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Auditors'' Report for FY 2023 is annexed herewith as Annexure - 6'' to this Report. The report of Secretarial Auditor is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 is available on the Company''s website at https://investor. indiamart.com/annual return.aspx.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Complaints Committee (''ICC'') under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') has been constituted to redress the complaints received regarding sexual harassment and it presently comprises of five (5) members out of which three (3) members are women as on the date of this report.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace. Periodic sessions were

also conducted to apprise employees and build awareness on the subject matter. The details of sexual harassment complaints received and disposed-off during period under review are as follows:

No. of Complaints received	: Nil
No. of Complaints disposed-off	: Nil
No. of Cases pending for more than 90 days	: Nil
No. of Workshops or Awareness Programmes	: 52
Nature of action taken by the Company	: NA

h) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE: The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, the Company has undertaken certification under the ISO 27001, ISO 22301, ISO 31000 and ISO27701 standards thereby establishing compliance with reasonable security practices and procedures. Further, various policies and procedures have been instituted, including ''Information

Nature of business conducted throughout the workshops in respect of POSH:

• The workshop is part of Company''s induction programme, Shubharambh for all new joiners;

• A presentation is given by the human resource business partners (''HRBP'') to all new joiners sensitising on the policy in place;

• Activities falling under the purview of the POSH Policy are clearly enunciated;

• The repercussions of indulging in any distasteful act are duly communicated; and

• Introducing ICC members and sharing their contact information to park complaints.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2023 in respect of reporting on ESG (Environment, Social and Governance) parameters. In terms of Regulation 34 of the Listing Regulations, Business Responsibility & Sustainability Report for FY 2023 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed herewith as ''Annexure - 7'' to this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (''IEPF'') of the Government of India. Further, the Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on March 31, 2023 on the website of the Company''s at https://investor.indiamart. com/Unpaid Unclaimed Dividend.aspx.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure - 9 to this Report.

OTHER STATUTORY DISCLOSURES

a) PUBLIC DEPOSITS: Your Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2023.

b) COST RECORDS: Maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.

c) ISSUANCE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: Your Company has not issued any shares with differential voting rights and sweat equity shares during the financial year.

d) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: No significant material orders have been passed by any Regulators/Courts/ Tribunals which has been received by the Company having impact on the going concern status and the Company''s operation in future.

e) CHANGE IN NATURE OF BUSINESS: There was no change in nature of the business of the Company in FY 2023.

f) COMPLIANCE OF SECRETARIAL STANDARDS: The

Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

g) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No

application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

Security Policy'' and ''Risk Management Procedure'', that are commensurate with the information assets being protected with the nature of business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

---

Mar 31, 2022

The Board of Directors of your Company take pleasure in presenting the Twenty-Third (23^rd) Annual Report of IndiaMART InterMESH Limited (''Company''), on the business and operations of the Company together with Audited Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31, 2022 (''FY 2022'').

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2022 is detailed below:

(''Amount in '' Million'')
Particulars	Standalone		Consolidated
	FY 2022	FY 2021	FY 2022	FY 2021
Revenue from Operations	7,507.70	6,650.48	7,534.85	6,695.62
Other Income	1,078.60	851.62	1,121.94	865.84
Total Income	8,586.30	7,502.10	8,656.79	7,561.46
Employee Benefit Expenses	2,628.47	1,987.21	2,675.52	2,052.13
Financial Cost	54.02	66.63	54.02	66.63
Depreciation and amortisation expenses	119.01	158.65	119.46	160.65
Other Expenses	1,758.31	1,329.91	1,780.87	1,361.92
Total Expenses	4,559.81	3,542.40	4,629.87	3,641.33
Exceptional items	-	-	-	-
Share in Net Profit/(loss) of Associate	-	-	(122.49)	(26.60)
Profit/(Loss) before tax	4,026.49	3,959.70	3,904.43	3,893.53
Total Tax Expenses	928.25	1,092.57	928.25	1,095.79
Profit/(Loss)for the year	3,098.24	2,867.13	2,976.18	2,797.74
Other Comprehensive loss for the financial year	4.28	(18.29)	3.06	(17.78)
Total Comprehensive income/(loss) for the financial year	3,102.52	2,848.84	2,979.24	2,779.96
Earnings per Equity Share (INR) - Face value of '' 10/- each	101.83	98.53	97.82	96.15

Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (''the Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

REVIEW OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance on Standalone

basis are as under:

a) Revenue from Operations reached '' 7,507.70 million in FY 2022 as against '' 6,650.48 million in FY 2021, a growth of around 12.89% year on year.

b) The total income increased by 14.45% from '' 7,502.10 million in FY 2021 to '' 8,586.30 million in FY 2022.

c) Operating EBITDA, in FY 2022, recorded a decrease of 6.37% over FY 2021 and stood at '' 3,120.91 million in comparison with '' 3,333.36 million in FY 2021.

d) Profit before tax (PBT) from ordinary activities (before exceptional items) is '' 4,026.49 million in FY 2022 as against '' 3,959.70 million in FY 2021.

DIVIDEND

Based on Company''s Performance and in terms of Dividend Distribution Policy of the Company, the Board of Directors in its meeting held on April 28, 2022 recommended a final dividend of '' 2 (i.e., 20%) per equity share of '' 10 each fully paid-up for FY 2022, subject to the approval of the members at the ensuing Annual General Meeting (''AGM'') of the Company. The Dividend will be payable to all those members whose names will appear in the Register of Member as on the record date.

As per the provisions of Section 115 - O of Income-tax Act, 1961 and amendments introduced vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend paid or distributed by the Company shall be taxable in the hands of the members. The Company shall accordingly make the payment of the final dividend after deduction of tax at source.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has formulated and implemented the Dividend Distribution Policy which is displayed on Company''s Website. The web-link for the same is https://investor.indiamart.com/ CorporateGovernance.aspx.

TRANSFER TO RESERVES

During FY 2022, the Company did not transfer any amount to the general reserve.

BUYBACK OF EQUITY SHARES

The Board of Directors of the Company approved, through a resolution passed at its duly convened meeting held on April 28, 2022, buyback of upto 1,60,000 fully paid-up equity shares of the Company having face value of '' 10/- (Indian Rupees Ten Only), at a price of '' 6,250 (Indian Rupees Six Thousand Two Hundred Fifty only) per equity share payable in cash, for an aggregate amount not exceeding '' 100 crores (Indian Rupees One Hundred Crores only).

The proposal for buyback was approved for participation from all shareholders / beneficial owners of the Equity Shares of the Company, including promoters and members of the promoter group, on a proportionate basis as on the Record Date through the "Tender Offer" route, using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations"), the Companies Act, 2013 and Rules made thereunder, as amended from time to time and such other circulars or notifications issued by the Securities and Exchange Board of India.

The details of the Buyback are available on Company''s Website and can be accessed through the web-link https://investor.indiamart.com/buyback.aspx.

MATERIAL CHANGES AND COMMITMENTS

As prescribed under section 134(3) of the Act, there have been no material changes and commitments affecting the financial performance of your Company which occurred between the end of the financial year of the Company and date of this report, except as disclosed elsewhere in report:

• In the nature of Company''s Business, and

• In the Company''s Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2022, the Company has four (4) Wholly-owned Subsidiary Company(s) and seven (7) Associate Company(s).

Subsidiary Companies:

1. Hello Trade Online Private Limited (''HTOPL'')

2. Pay With Indiamart Private Limited (''PWIPL'')

3. Tolexo Online Private Limited (''Tolexo'')

4. Tradezeal Online Private Limited (''TOPL'')

Associate Companies:

1. Agillos E-Commerce Private Limited (''Aerchain'')

2. Edgewise Technologies Private Limited (''EasyEcom)

3. IB MonotaRO Private Limited (''Industry Buying'')

4. Shipway Technology Private Limited (''Shipway'')

5. Simply Vyapar Apps Private Limited (''Vyapar'')

6. Ten Times Online Private Limited (''10times'')

7. Truckhall Private Limited (''SuperProcure'')

Development/Performance and Financial Position of

each Subsidiary is presented below:

1. Hello Trade Online Private Limited (''HTOPL''), was

incorporated on July 03, 2008, as a wholly-owned subsidiary of the Company. HTOPL being not actively engaged in any business is, however, authorized to indulge in a gamut of businesses, like conducting domestic trade and international business facilitation, including sales, marketing, operational, technological, information processing and other trade and business-related services. During FY 2022, HTOPL has no revenue and net loss after taxation was '' 0.05 million.

2. Pay With Indiamart Private Limited (''PWIPL''), was

incorporated on February 07, 2017, as a wholly-owned subsidiary of the Company. PWIPL is engaged in the business of electronic payment facilitation mechanisms. During FY 2022, PWIPL''s total revenue was '' 26.13 million and net loss after taxation was '' 1.51 million.

3. Tolexo Online Private Limited (''Tolexo''), was

incorporated on May 28, 2014, as a wholly-owned subsidiary of the Company. Tolexo is primarily engaged in the business of building a cloud-based solution for SME businesses to help them manage their business with increased efficiency. During FY 2022, Tolexo''s total income was '' 9.59 million and net loss after taxation was '' 92.71 million.

4. Tradezeal Online Private Limited (''TOPL''), formerly known as Tradezeal International Private Limited, was incorporated on May 31, 2005 as a wholly-owned subsidiary of the Company. The main object of TOPL was changed w.e.f., January 16, 2021 to carry out business related to Investment and allied activities by making strategic investments in multiple ventures. These investments are in line with the Company''s long-term objective of offering various SaaS solutions for businesses. During FY 2022, TOPL made following investments by way of subscription, purchase or otherwise, in the equity shares, preference shares and/or other securities:

• Acquired 25.20% share capital of Truckhall Private Limited (''SuperProcure'') on fully converted and diluted basis for an aggregate consideration of approximately '' 110.10 million;

• Acquired 26% share capital of Shipway Technology Private Limited (''Shipway'') on fully converted and diluted for an aggregate consideration of approximately '' 182 million;

• Acquired 26.23% share capital of Agillos E-Commerce Private Limited (''Aerchain'') on fully converted and diluted for an aggregate consideration of approximately '' 260 million;

• Acquired 26.01% share capital of Edgewise Technologies Private Limited (''EasyEcom) on fully converted and diluted for an aggregate consideration of approximately '' 1,335 million.

Further, during the financial year, TOPL took intercorporate loan from the Company amounting to '' 2,865 million which was repaid during the financial year along with the applicable interest. Additionally, TOPL, invested '' 75 million in its investee company, Legistify Services Private Limited (''Legistify'').

During FY 2022, TOPL has no revenue, however its total income from other sources was '' 0.18 million and net loss after taxation was '' 15.90 million.

Further, following changes have taken place in the status of Subsidiary(s) of the Company during the period subsequent to the end of financial year and date of this Report:

1. Busy Infotech Private Limited (''BUSY'')

During the financial year, the Company entered into an agreement to acquire 100% of the paid-up capital of BUSY for an aggregate cash consideration of '' 5,000 million. Subsequently, BUSY became the wholly-owned subsidiary of the Company on completion of the acquisition on April 06, 2022.

BUSY was incorporated on August 12, 1997. BUSY through its product ''BUSY Accounting Software'' or ''BUSY'' offers web-based business accounting solution for the companies including GST billing & return filing, TDS/TCS, configurable GST compliant invoicing, inventory management. The solution is offered in three variants namely Basic, Standard, and Enterprise Edition. The said acquisition would help the Company to offer accounting software solutions to businesses in line with its long-term vision of enabling businesses.

2. Finlite Technologies Private Limited (''Livekeeping'')

During the financial year, the Company entered into an agreement to acquire 51% of the paid-up capital of Livekeeping for an aggregate consideration of '' 459.8 million. Post completion of acquisition, Livekeeping will become the subsidiary of the Company.

Livekeeping offers value added services to businesses over their existing on-premises accounting software like Tally. It provides desktop based digital integration with

on premise accounting software which syncs the data automatically to its mobile based application enabling the user to view their accounting data on mobile. Businesses can access, analyse and share accounting information like sales, receivables, outstanding payments in real time through Livekeeping application. In addition, Livekeeping also offers APIs to connect on premise accounting software, like Tally, with different e-commerce platforms, ERP''s and software enabling speedily transfer of data.

Development/Performance and Financial Position of

each Associate Company(s) is presented below:

INVESTMENTS THROUGH INDIAMART

1. IB MonotaRO Private Limited (''Industry Buying''),

was incorporated on July 28, 2020. It is engaged in the e-commerce business for Industrial and Business supplies in India, under its brand name ''Industry Buying''. It offers utility products in Maintenance, Repairs and Overhaul (''MRO'') categories like power tools, abrasives, electronics, robotics, hand tools and many more such products to its customers primarily for industrial purposes.

During the reporting period, the Company entered into a agreement with Industry Buying for acquiring 26% of its paid-up share capital on fully diluted basis for a cash consideration of '' 1,042 million. Subsequently, Industry Buying became the Associate Company on completion of the acquisition on March 03, 2022.

As on March 31, 2022, its total revenue was '' 282.06 million and net loss after taxation was '' 184.19 million.

2. Simply Vyapar Apps Private Limited (''Vyapar''), was

incorporated on March 08, 2018. It is currently involved in the business of selling ''Vyapar'', a Business Accounting Software made for Indian Small Businessmen to deal with invoicing, inventory, accounting needs, and much more. During the financial year, the Company increased its stake to 27% in the share capital of Vyapar, on fully convertible and diluted basis.

As on March 31, 2022, its total income was '' 209.02 million and the net loss after taxation was '' 320.76 million.

3. Ten Times Online Private Limited (''10times''), was

incorporated on February 26, 2014, as a wholly-owned subsidiary of the Company. 10times is currently engaged in the business of operating www.10times.com. a platform for business events discovery and networking. It creates a unique virtual experience by streaming services thereby, enabling customers to create, manage and host events as well as communities. The Company owns 30% in 10times and therefore is considered as an Associate Company.

As on March 31, 2022, its total income was '' 64.62 million and the net loss after taxation was '' 3.01 million.

INVESTMENTS THROUGH TRADEZEAL

4. Agillos E-Commerce Private Limited (''Aerchain''),

was incorporated on May 05, 2016. It is engaged in the business of offering SaaS based solutions for businesses to automate their procurement operations under its brand name ''Aerchain''. Aerchain seamlessly connects relevant stakeholders, brings visibility, improves efficiency and spreads intelligence across the entire Source to Pay lifecycle of enterprises. Further, through their AI & ML based sourcing engine, they help procurement teams by identifying, analysing and recommending suppliers to drive cost benefits.

The Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, acquired 26.23% share capital of Aerchain on fully converted and diluted basis for an aggregate consideration of approximately '' 260 million.

As on March 31, 2022, its total revenue was '' 38.32 million and net loss after taxation was '' 19.25 million.

5. Edgewise Technologies Private Limited (''EasyEcom''),

was incorporated on January 22, 2015. It offers SaaS based online commerce enablement solutions to the merchants under the brand name EasyEcom. EasyEcom''s flagship inventory and warehouse management solutions allow merchants to allocate, track, and reconcile inventory across various online and offline sales channels. It also offers additional modules which automate other backoffice functions of merchants, such as shipping related payments reconciliation and returns reconciliation.

The Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, acquired 26.01% share capital of EasyEcom on fully converted and diluted basis for an aggregate consideration of approximately '' 1,335 million.

As on March 31, 2022, its total revenue was '' 40.89 million and net profit after taxation was '' 3.77 million.

6. Shipway Technology Private Limited (''Shipway''),

was incorporated on August 06, 2015. It is engaged in the business of developing SaaS based solutions which allow small business to automate their shipping operations via its flagship product ''Shipway''. The product allows sellers to improve the shipping experience for their customers by providing branded tracking pages, sending out automatic delivery notifications, and capturing customer feedback. Additionally, via its ''Ezyslips product'', the entity allows sellers to automate their back-office shipping workflows'' including courier allocation, bulk label printing, fraud detection and returns management.

The Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, acquired 26% share capital of Shipway on fully converted and diluted basis for an aggregate consideration of approximately '' 182 million.

As on March 31, 2022, its total revenue was '' 47.60 million and net loss after taxation was '' 0.89 million.

7. Truckhall Private Limited (''SuperProcure'') was

incorporated on August 18, 2016. It is engaged in the business of creating online marketplace and software development for the logistics industry including running and managing a digital platform ''SuperProcure''. SuperProcure is a SaaS based platform that digitizes the entire freight sourcing by finding the best possible rates through a transparent bidding and auction structure, and dispatch monitoring system of the logistics department of any business, offering complete and real- time visibility of all the events in the entire dispatch cycle, from indenting to delivery, via alerts, dashboards and reports, which improves collaboration amongst all stakeholders leading to better efficiency in the entire process.

The Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, acquired 25.02% share capital of SuperProcure on fully converted and diluted basis for an aggregate consideration of approximately '' 110.10 million.

As on March 31, 2022, its total revenue was '' 45.18 million and net loss after taxation was '' 34.38 million.

Further, following changes have taken place in the status of Associate Company during the period subsequent to the end of financial year and date of this Report: Adansa Solutions Private Limited (''Realbooks'') was

incorporated on May 22, 1973, engaged in a business of offering a cloud-based accounting software product for businesses. Furthermore, it enables businesses to create customized invoices, attach files to vouchers, and manage their inventory. It also enables businesses to manage their different business units at multiple locations from a single dashboard.

During the financial year, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited, entered into an agreement to acquire 26.01% share capital of Realbooks on fully converted and diluted basis for an aggregate consideration of approximately '' 1,375 million. Subsequently, Realbooks became the Associate of the Company on completion of the acquisition on April 05, 2022.

During the financial year, the Board of Directors of the Company reviewed the affairs of its subsidiary and associate company(s). Pursuant to the provisions of Section 136 of the Act, separate audited accounts of the subsidiaries are available on the website of the Company at https://investor.indiamart. com/Subsidiary Financials.aspx.

Pursuant to the provisions of Section 129(3) of the Act, 2013 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company have been prepared including the financial statements of its subsidiary and associate company(s), which

forms integral part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiary and associate company(s) and their performance is provided in Form AOC-1 which is attached as ''Annexure - 1'' to this report.

Further, apart from the above, no other company have become or ceased to be subsidiary, joint venture or associate of the Company during the financial year.

As on March 31, 2022, there is no material subsidiary of the Company. The Policy for determining material subsidiaries is available on the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx.

SHARE CAPITAL

During FY 2022, there is no change in the Authorised Share Capital of the Company. As on March 31, 2022, the Authorised Capital of the Company is '' 99,44,25,584/-divided into 9,94,42,460 Equity Shares having face value of '' 10/- each and 3 (Three) 0.01% Cumulative Preference Shares having face value of '' 328/- each.

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

Amount (In '')
Issued, Subscribed and Paid-up Share Capital	Equity Share Capital
At the beginning of the year i.e., as on April 01, 2021 (3,03,63,728 equity shares of '' 10/- each)	303,637,280
Stock Options allotted during the financial year under:
Indiamart Employee Stock Option Scheme, 2015 (27,846 equity shares of '' 10/- each to ESOP Allottees)	278,460*
Indiamart Employee Stock Benefit Scheme - 2018 (1,73,000 equity shares of '' 10/- each to Indiamart Employee Benefit Trust)	1,730,000*
At the end of the year i.e., as on March 31, 2022 (3,05,64,574 equity shares of '' 10/- each)	305,645,740

*The equity shares so allotted were duly listed on the Stock Exchanges.

During the period subsequent to end of the financial year and date of this report, the Share Allotment Committee in its meeting held on April 21, 2022 approved the allotment of 210,000 Equity Shares having face value of '' 10/- each to Indiamart Employees Benefit Trust under Indiamart Employee Stock Benefit Scheme 2018. Consequently, the paid-up share capital of the Company at the date of this Report i.e., April 28, 2022 is '' 307,745,740/- divided into 30,774,574 equity shares of '' 10 each.

EMPLOYEES STOCK BENEFIT SCHEMES

Your Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, the Company currently has the following two (2) schemes:

i. Indiamart Employee Stock Option Scheme 2015

Pursuant to a resolution of the Board of Directors dated June 08, 2015 and shareholders resolution dated September 23, 2015, the Company adopted the IndiaMART Employees Stock Option Scheme - 2015, which governs all previous stock option schemes of our Company, including Grant 2010, Grant 2012 and Grant 2013. The maximum Equity Shares that may be issued upon exercising of grants under the Indiamart Employee Stock Option Scheme 2015 should not exceed the aggregate of 5% of the expanded share capital of our Company and the existing pool of 15,16,216 options that were approved pursuant to the shareholder resolutions dated November 10, 2008 and October 27, 2012. However, pursuant to a resolution passed by the Board of Directors dated April 30, 2018, the Indiamart Employee Stock Option Scheme 2015 was discontinued with respect to future grants of options.

Further, the shareholders at their meeting held on May 07, 2018 passed a resolution that 3,72,746 options, comprising the options under Indiamart Employee Stock Option Scheme 2015 that had not been granted to eligible employees, will henceforth be governed by the Indiamart Employee Stock Benefit Scheme 2018. At the same meeting, the shareholders also approved Bonus of (1:1) to all Equity shareholders of the Company with appropriate adjustments on issue of bonus, to the outstanding options granted but not exercised by the option holders as on record date under Indiamart Employee Stock Option Scheme 2015 and their respective exercise price so that such option holder gets the same shareholding to which they would have been entitled to as if, all such options had been exercised before the issue of such bonus shares.

The Nomination and Remuneration Committee is authorized to administer the Indiamart Employee Stock Option Scheme 2015 and is entitled to determine the terms of the stock options at the time of their grant.

During FY 2022, 13,923 ESOP options were vested on June 01, 2021. The Nomination and Remuneration Committee opened an exercise window from June 01, 2021 to July 31, 2021 wherein vested 13,923 options were exercised into 27,846 Equity Shares of the Company. Post this allotment, no option exist under Indiamart Employee Stock Option Scheme 2015 as on March 31, 2022.

ii. Indiamart Employee Stock Benefit Scheme 2018

Pursuant to a resolution of the Board of Directors dated April 30, 2018 and the shareholders'' resolution dated May 7, 2018, the Company instituted an Employee Stock Benefit Scheme. In terms of the Indiamart Employee Stock Benefit Scheme 2018, eligible employees may be granted options and/or stock appreciation rights (''SARs''). Pursuant to a trust deed dated June 14, 2018, a trust by the name

"IndiaMART Employee Benefit Trust" ("EBS Trust") has been set up in connection with the implementation of Indiamart Employee Stock Benefit Scheme 2018. The current trustees of the ESOP Trust are Mr. Madhup Agrawal, Mr. Abhishek Bhartia, Mr. Vivek Agrawal and Ms. Vasudha Bagri. The EBS Trust has been set up to implement equity-based incentive schemes of our Company, including the Indiamart Employee Stock Benefit Scheme 2018, whereby the Company will initially issue and allot the Equity Shares to the EBS Trust, which will subsequently, transfer the Equity Shares to our employees when they exercise their stock options or SAR units.

In terms of the Indiamart Employee Stock Benefit Scheme 2018 and resolutions passed by the Board of Directors on June 04, 2018 and Shareholders on June 11, 2018, a maximum of 45,492 stock options resulting into 45,492 Equity Shares and 1,400,000 SAR units resulting into not more than 7,00,000 Equity Shares in aggregate may be granted to eligible employees, identified in accordance with the Indiamart Employee Stock Benefit Scheme 2018. The Indiamart Employee Stock Benefit Scheme 2018 is administered and monitored by the Nomination and Remuneration Committee of the Company.

The Nomination and Remuneration Committee granted 800,740 SAR units to eligible employees at '' 500/-per unit on October 01, 2018. During FY 2022, the Company further granted 77,370 SAR units and 45,490 ESOP options to the eligible employees at '' 10/- per unit per option.

During FY 2022, 212,850 SARs were vested on October 01,2021. The Nomination and Remuneration Committee opened an exercise window from October 01, 2021 to November 30, 2021 wherein vested 212,850 SAR units were exercised into 2,08,850 Equity Shares of the Company.

The details of the Employee Stock Options/Stock Appreciation Rights as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as ''Annexure-8'' to this Report.

During the financial year, there was no material change in IndiaMART Employee Stock Option Scheme 2015 and Indiamart Employee Stock Benefit Scheme 2018 (collectively referred as ''Schemes'') and both the schemes are in line with SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). A Certificate from Secretarial Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations would be available at the AGM for the inspection by the member. The applicable disclosures as stipulated under SBEB Regulations regarding Employees Stock Option Plan of the Company as on March 31, 2022 is available on the website of the Company at https://investor.indiamart.com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at every AGM. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Brijesh Kumar Agrawal, Whole-time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors of the Company recommends his re-appointment for consideration by the members of the Company at the ensuing AGM. A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standards - 2 related to the Director proposed to be re-appointed is annexed to the Notice convening the AGM.

The details of Directors and Key Managerial Personnel''s (''KMPs'') of the Company has been disclosed in the Corporate Governance Report forming an integral part of this Report. None of the Directors or KMPs of the Company have resigned during the financial year.

Number of meetings of the Board of Directors

During FY 2022, four (4) board meetings were held. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1) (b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Independent Directors Meeting

In accordance with Section 149(8) read with Schedule IV of the Act and Regulation 25 of Listing Regulations, a separate meeting of the Independent Directors was held on April 29, 2021, without the attendance of Non-Independent Directors and members of the management of the Company. The Independent Directors, inter-alia, evaluated the performance of the Non-Independent Directors, various committees of the Board and the Board as a whole for FY 2021. The Independent Directors also reviewed the quality, content, and timeliness of the flow of information from the management to the Board and its committees which is necessary to perform reasonably and discharge their duties. All the Independent Directors of the Company were present in the said meeting.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Technology in Financial Inclusion, Enterprise Management, People Management and Leadership skills. Your Company has also appointed a Woman Director on the Board.

In terms of Regulation 19 of Listing Regulations and under Part D, Schedule II to the said Regulations, a Board Diversity Policy must be framed, and duly approved by Nomination and Remuneration Committeeof the Board. The Board Diversity Policy of the Company can be accessed on the Company''s website i.e., https://investor.indiamart.com/CorporateGovernance.aspx.

Familiarization Programme for Independent Directors

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

As a part of the ongoing familiarization process of the Company, Independent Directors were apprised, during and/ or after quarterly Board Meetings, by the Managing Director and Chief Executive Officer and/or Whole-time Director about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company.

Further, the Senior Management Personnel made presentations on relevant topics including business, markets, controls, changes in the regulatory framework and business environment having an impact on the Company. The Directors generally meet for reviewing the business of the Company prior to the official Board Meetings.

The details pertaining to Familiarization Programme for Independent Directors has been incorporated in the ''Corporate Governance Report'' forming an integral part of this Report.

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors

The annual performance evaluation of the Board, its Committees and each Director has been carried out in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided in the Corporate Governance Report forming an integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and belief and according to the information & explanations obtained by them, confirm that:

a) i n the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022 and of the profit and loss of the Company for the period ended on that date;

c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t he Directors have prepared the annual accounts on a going concern basis;

e) t he Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy (''NRC Policy'') in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations. The NRC Policy of the Company can also be accessed on the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') with effect from July 04, 2019. The annual listing fees for FY 2023 has been paid to both the Stock Exchanges i.e., BSE and NSE.

UTILISATION OF QIP PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Sections 42 and 62 of the Act, the Company allotted 12,42,212 equity shares through Qualified Institutional Placement (''QIP'') at an issue price of '' 8,615 per

equity share (including a premium of '' 8,605 per equity share) aggregating to '' 10,701.66 million on February 22, 2021. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue. The details of the utilisation of the funds raised have been provided in the Corporate Governance Report forming an integral part of this Report.

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

The Committees and their Composition as on March 31, 2022 are as follows:
Particulars	Mr. Dinesh	Mr. Brijesh	Mr. Dhruv	Mr. Vivek	Ms. Elizabeth	Mr. Rajesh
	Chandra Agarwal	Kumar Agrawal	Prakash	Narayan Gour	Lucy Chapman	Sawhney
Audit	-	-	Member	Chairman	Member	Member
Nomination and Remuneration	-	-	Member	-	Chairperson	Member
Stakeholders'' Relationship	-	Member	Member	Chairman	-	-
Corporate Social Responsibility	-	Member	-	Member	Member	-
Risk Management	-	-	Member	Member	Member	Member
Investment and Finance	-	Member	-	Member	-	Member
Share Allotment	Member	Member	Member	-	-	-

AUDIT COMMIITTEE

The terms of reference, meetings and attendance have been disclosed in the Corporate Governance Report forming an integral part of this Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (''CSR'')

Your Company believes in the philosophy of transforming businesses and lives through our constant efforts and actions for empowering societies. With a mission to achieve longterm socio-economic development of the communities, the Company has focused its Corporate Social Responsibility (CSR) initiatives on programs that bring sustainable change in education, the environment, and healthcare systems. Being a responsible corporate citizen, our initiatives are focussed at delivering maximum value to the society, under our CSR initiatives.

The Company has constituted Corporate Social Responsibility Committee (''CSR Committee'') in accordance with the provisions of the Act comprising of three (3) members of the Board of the Company i.e., Mr. Brijesh Kumar Agrawal, Mr. Vivek Narayan Gour and Ms. Elizabeth Lucy Chapman.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (''CSR Rules''), the Company has formulated the CSR Policy which can be accessed on the Company''s website

at https://corporate.indiamart.com/Social-Responsibility/. The CSR Policy outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community. The Board of Directors modified the CSR Policy in its meeting held on April 29, 2021 with immediate effect to align the same with the amendments in Section 135 of the Act and the CSR Rules.

In terms of Section 135 of the Act read with Rule 8 of the CSR Rules as amended, the Annual Report on CSR Activities undertaken by the Company during FY 2022 is annexed herewith as ''Annexure - 2'' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In term of Regulation 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as ''Annexure - 3''.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behaviour, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences.

The details of vigil mechanism as provided in the Whistle Blower Policy have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Company''s Intranet and can also be accessed on the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the financial year, such controls were tested and no reportable material deficiency in controls were observed.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. The Board of Directors of the Company has constituted Risk Management Committee (''RMC'') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Committee met on October 20, 2021 and March 24, 2022 wherein it primarily reviewed the Risk Framework of the Company.

A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note No. 08 to the Standalone Financial Statements forming an integral part of the Annual Report. Further, investment made directly and indirectly by the Company are mentioned elsewhere in this report.

Additionally, the Company has invested the surplus funds available in the units of mutual funds, tax-free bonds and debt securities, the details of which have been disclosed in Note No. 08 to the Standalone Financial Statements forming an integral part of the Annual Report.

During the financial year, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Act. However, the Company provided inter-corporate loan to Tradezeal Online Private Limited, its wholly owned subsidiary, for operational capital requirement, which was repaid during FY 2022.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arm''s length basis and in the ordinary course of business and were approved by the Audit Committee. Further, during the reporting period, the Company has not entered into any arrangement/ transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and, accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The disclosure of Related Party Transactions under Section 188(1) of the Act forms part of financial statements. The statement showing the disclosure of Related Party Transactions have been disclosed in Note No. 33 to the Standalone Financial Statement forming an integral part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed at the Company''s website at https://investor.indiamart.com/CorporateGovernance.aspx.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (''MRE'') and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The aforesaid disclosure is annexed herewith as ''Annexure - 4'' to this report.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed herewith as ''Annexure - 5'' to this report.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDITORS

a) Statutory Auditors

B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 25, 2019, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company.

The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

b) Internal Auditors

Mazars Business Advisory Private Limited, who were appointed as an Internal Auditors of the Company for FY 2022, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company''s risk management policies and systems.

c) Secretarial Auditors

M/s Sanjay Grover & Associates, Practicing Company Secretaries were appointed to conduct the Secretarial Audit of the Company for FY 2022, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Auditors'' Report for FY 2022 is annexed herewith as Annexure - 6 to this Report. The report of Secretarial Auditor is self-explanatory and does not contain any qualification, reservation or adverse remark.

Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2021 is available on the Company''s website at https://investor.indiamart.com/Annual Return.aspx.

Further, Annual Return as on March 31, 2022 in the format MGT-7 is also made available on the Company''s website at https://investor.indiamart.com/annual return.aspx.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Complaints Committee (''ICC'') under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') has been constituted to redress the complaints received regarding sexual harassment and it presently comprises of five (5) members out of which three (3) members are women as on the date of this report.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace. Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. The details of sexual harassment complaints received and disposed-off during period under review are as follows:

No. of Complaints received	Nil
No. of Complaints disposed-off	Nil
No. of cases pending for more than 90 days	Nil
No. of Workshops or Awareness Programmes	61
Nature of action taken by the Company	NA

Nature of business conducted throughout the workshops in respect of POSH:

• The workshop is part of Company''s induction programme, Shubharambh for all new joiners;

• A presentation is given by the human resource business partners (''HRBP'') to all new joiners sensitising on the policy in place;

• Activities falling under the purview of the POSH Policy are clearly enunciated;

• The repercussions of indulging in any distasteful act are duly communicated; and

• Introducing ICC members and sharing their contact information to park complaints.

BUSINESS RESPONSIBILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

The Business Responsibility Report lays down nine (9) core principles which a listed company shall follow while undertaking its business operations. In terms of Regulation 34 of the Listing Regulations, Business Responsibility Report for FY 2022 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed herewith as ''Annexure - 7'' to this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (''IEPF'') of the Government of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure- 9'' to this Report.

OTHER STATUTORY DISCLOSURES

a) PUBLIC DEPOSITS: Your Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2022.

b) COST RECORDS: Maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.

c) ISSUANCE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: Your Company has not issued any shares with differential voting rights and sweat equity shares during the financial year.

d) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: No significant material orders have been passed by any Regulators/Courts/ Tribunals which has been received by the Company having impact on the going concern status and the Company''s operation in future.

e) CHANGE IN NATURE OF BUSINESS: There was no change in nature of the business of the Company in FY 2022.

f) COMPLIANCE OF SECRETARIAL STANDARDS: The

Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

g) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No

application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

h) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE: The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, the Company has undertaken certification under the ISO 27001 and ISO 22301 standards thereby establishing compliance with reasonable security practices and procedures. Further, various policies and procedures have been instituted, including ''Information Security Policy'' and ''Risk Management Procedure'', that are commensurate with the information assets being protected with the nature of business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company

---

Mar 31, 2021

The Board of Directors of your Company take pleasure in presenting the 22^nd Annual Report on the business and operations of the Company together with audited Standalone & Consolidated Financial Statements and the Auditor''s Report thereon for the financial year ended March 31,2021 (FY 2021).

FINANCIAL PERFORMANCE

The summary of financial performance of the Company for the year under review is detailed below:

(''Amount in '' million'')
	Standalone		Consolidated
	FY 2021	FY 2020	FY 2021	^^¦FY 2020
Revenue from Operations	6,650.48	6,235.13	6,695.62	6,388.54
Other Income	851.62	684.12	865.84	685.91
Total Income	7,502.10	6,919.25	7,561.46	7,074.45
Employee Benefit Expenses	1,987.21	2,548.35	2,052.13	2,666.69
Financial Cost	66.63	32.83	66.63	32.83
Depreciation and amortisation expenses	158.65	209.15	160.65	211.45
Net Loss on financial liability designated at FVTPL	-	-	-	-
Other Expenses	1,329.91	1,960.28	1,361.92	2,032.88
Total Expenses	3,542.40	4,750.61	3,641.33	4,943.85
Exceptional items	-	68.79	-	-
Share in Net Profit/(loss) of Associate	-	-	(26.60)	(16.41)
Profit/(Loss) before tax	3,959.70	2,099.85	3,893.53	2,114.19
Total Tax Expenses	1,092.57	637.77	1,095.79	640.37
Profit/(Loss)for the year	2,867.13	1,462.08	2797.74	1,473.82
Other Comprehensive loss for the financial year	(18.29)	(54.17)	(17.78)	(55.47)
Total Comprehensive income/(loss) for the financial year	2,848.84	1,407.91	2,779.96	1,418.35
Earnings per Equity Share (INR) - Face value of '' 10/- each	98.53	50.73	96.15	51.14

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standards (''IND AS''). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (''IND AS'') notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

REVIEW OF OPERATIONS

Your Company''s revenue from operations reached ''6,650.00 million during the year under review as against ''6,235.13 million during the previous financial year, a growth of around 6.65% year on year. The total income increased by around 8.42% from ''6,919.25 million in FY 2020 to ''7,502.00 million in FY 2021.

Operating EBITDA, for the year, recorded an increase of around 93.07% over previous year and stood at ''3,333.36 million in comparison with ''1,726.50 million in FY 2020. Profit before tax (''PBT'') from ordinary activities (before exceptional items) is ''3,959.70 million in FY 2021 as against ''2,168.64 million in FY 2020.

DIVIDEND

Recommended, a final dividend of ''15 per equity share of ''10 each fully paid-up (150% of face value) for FY 2021, by the Board of Directors at its meeting held on April 29, 2021. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (''AGM'') of the Company to those members whose names appeared on the Register of Members of the Company on the record date.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the top 500 listed entities based on market capitalisation, calculated as on March 31 of every

financial year, are required to formulate a Dividend Distribution Policy which shall be disclosed in their annual reports and on their websites. Accordingly, the Dividend Distribution Policy of the Company is enclosed as ''Annexure - 1''.

The Dividend Distribution Policy of the Company can also be accessed on the Company''s website i.e. https://investor.indiamart. com.

TRANSFER TO RESERVES

The Company did not transfer any amount to reserves during the financial year.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company between the end of the financial year and date of this report.

As required under Section 134(3) of the Companies Act, 2013 (''the Act''), the Board inform the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:

• In the nature of Company''s Business, and

• In the Company''s Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2021, the Company has four (4) Subsidiary Companies and two (2) Associate Companies:

Subsidiaries:

• Tolexo Online Private Limited (''TOPL'')

• Pay With Indiamart Private Limited (''PWIPL'')

• Tradezeal Online Private Limited (''TOPL'')

• Hello Trade Online Private Limited (''HTOPL'')

Associates:

• Simply Vyapar Apps Private Limited (''Vyapar'')

• Ten Times Online Private Limited (''TTOPL'')

Joint Ventures: None

During the financial year, the Board reviewed the affairs of its subsidiaries and associates. In accordance with Section 129(3) of the Act, your Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries and associates.

Performance and Financial Position of the Subsidiary(s) and Associate Companies:• Tolexo Online Private Limited was incorporated on May 28,

2014. The Company is primarily engaged in the business of building a cloud-based solution for SME businesses to help them manage their business with increased efficiency. During the year under review, its total income was ''4.96 million. The net loss after taxation was ''73.46 million.

• Pay With Indiamart Private Limited was incorporated on February 07, 2017. The Company is engaged in the business of electronic payment facilitation mechanisms through internet-based solutions & products, financial intermediation and services in connection with electronic payments as well as receipts, products, technologies and markets. During the year under review, its total revenue was ''28.69 million and net profit after taxation was ''0.77 million.

^• Tradezeal Online Private Limited, formerly known as Tradezeal International Private Limited, was incorporated on May 31, 2005. During the year under review, the Company has adopted new main objects which is primarily to carry out business related to Investment and allied activities. Furthermore, the Company has changed its name to Tradezeal Online Private Limited thereby, aligning it with the objects of the Company.

The Company has invested in the shares (on fully diluted basis) of Legistify Services Private Limited (11.01%), Truckhall Private Limited (25.02%) and Shipway Technology Private Limited (26%) in April, 2021.

^• Hello Trade Online Private Limited was incorporated on July 03, 2008. The Company being not actively engaged in any business is, however, authorised to indulge in a gamut of businesses, like conducting domestic trade and international business facilitation, including sales, marketing, operational,

technological, information processing and other trade and business-related services.

^• Ten Times Online Private Limited was incorporated on February 26, 2014, as a subsidiary of IndiaMART InterMESH Limited. It is currently engaged in the business of operating www.10times.com, a platform for business events discovery and networking.

On September 01, 2021, the Company has sold 70% stake in Equity Share Capital of Ten Times Online Private Limited. Accordingly, it has ceased to be a Wholly Owned Subsidiary and has become an Associate Company of IndiaMART InterMESH Limited.

During the year under review, its total income was ''57.64 million and the net loss after taxation was ''16.11 million.

• Simply Vyapar Apps Private Limited was incorporated on March 08, 2018. The Company is involved in the business of selling ''Vyapar'' a Business Accounting Software made for Indian Small Businessmen to deal with invoicing, inventory, accounting needs, and much more. During the year under review, its total revenue was ''117.35 million and net loss after taxation was ''61.84 million.

Pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A statement containing the salient features of the financial statement of Subsidiaries and Associates in the prescribed format AOC-1 is attached as ''Annexure - 2'' to this report. Further, the Company does not have any Joint Ventures, hence no information in this regard is required to be furnished.

The Policy for determining material subsidiaries is available on the Company''s website i.e. https://investor.indiamart.com.

In terms of provisions of Section 136 of the Act separate audited accounts of the subsidiary Companies shall be available on the website of the Company at https://investor.indiamart.com.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding as on the date of Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Diversity

The Company recognises and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Technology in Financial Inclusion, Enterprise Management, People Management and Leadership skills. Your Company has also appointed a Woman Director on the Board.

In terms of Regulation 19 of Listing Regulations and under Part D, Schedule II to the said Regulation, a Board Diversity Policy must be framed, and duly approved by Nomination and Remuneration Committee of the Board (''NRC'').

The Board Diversity Policy of the Company can be accessed on the Company''s website i.e. https://investor.indiamart.com.

Details of Directors & Kev Managerial Personnel (''KMP'')

S. No. Name of Director / KMP		Designation	Date of initial Appointment
1.	Mr. Dinesh Chandra Agarwal	Managing Director & Chief Executive Officer	September 13, 1999
2.	Mr. Brijesh Kumar Agrawal	Whole-Time Director	September 13, 1999
3.	Mr. Dhruv Prakash	Non-Executive Director	October 28, 2015
4.	Ms. Elizabeth Lucy Chapman	Independent Director	January 27, 2015
5.	Mr. Rajesh Sawhney	Independent Director	January 27, 2011
6.	Mr. Vivek Narayan Gour	Independent Director	April 30, 2018
7.	Mr. Prateek Chandra	Chief Financial Officer	April 30, 2015
8.	Mr. Manoj Bhargava	Senior Vice President (Legal & Secretarial),	June 04, 2018

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at every Annual General Meeting. Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 would be provided in the Notice of the Annual General Meeting.

None of the Directors of the Company have resigned from the office of Director of the Company during the year.

Mr. Dinesh Chandra Agarwal, Managing Director & Chief Executive Officer, Mr. Brijesh Kumar Agrawal, Whole-time Director, Mr. Prateek Chandra, Chief Financial Officer and Mr. Manoj Bhargava, Senior Vice President (Legal & Secretarial), Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year, there was no change (appointment or cessation) in the office of KMP.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 25(8) & 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Board Evaluation

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

The annual performance evaluation of the Board, its Committees and each Director has been carried out in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided in the ''Corporate Governance Report'' which forms part of this Report.

Familiarisation Programme for Independent Directors

The Company familiarises the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programme at periodic intervals.

As a part of the ongoing familiarisation process of the Company, Independent Directors were apprised during and/or after quarterly Board Meetings, by the Managing Director and Chief Executive Officer and/or Whole-time Director about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company.

Further, the Senior Management Personnel made presentations on relevant topics including business, markets, controls, changes in the regulatory framework and business environment having an impact on the Company. The Directors generally meet for reviewing the business of the Company prior to the official Board Meetings.

The details pertaining to Familiarisation Programme for Independent Directors has been incorporated in ''Corporate Governance Report'' which forms part of this Report.

Independent Directors Meeting

As stipulated under Section 149(8) read with Schedule IV of the Act and Regulation 25 of Listing Regulations, a separate meeting of the Independent Directors was held on May 12, 2020, without the attendance of Non-Independent Directors and members of the management, to review the performance of the Non-Independent Directors, various committees of the Board and the Board as a whole. The Independent Directors also review the quality, content & timeliness of the flow of information from the management to the Board and its committees which is necessary to reasonably

well as 135,000 Equity Shares at an issue price of ''10/- each to IndiaMART Employee Benefit Trust on September 19, 2020.

Further, for augmenting long term cash resources, funding organic or inorganic growth opportunities in the area of Company''s operations and adjacencies, making investments in companies including in subsidiaries, joint ventures, associates or otherwise (either through debt or equity or any convertible securities), growing existing businesses or entering into new businesses in line with the strategy of the Company or for any other general purposes as may be permissible under the applicable law and approved by the Board, the Company allotted 1,242,212 Equity Shares having face value ''10/- each to Qualified Institutional Buyers through Qualified Institutional Placement during the financial year. Pursuant to the above allotment, the issued & paid-up equity share capital of the Company increased to and stood, as on March 31,2021, at ''303,637,280/- divided into 30,363,728 Equity Shares of ''10/- each.

The Company has not issued any sweat equity shares to its Directors or employees, during the year under review.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd. (''BSE'') and National Stock Exchange of India Ltd. (''NSE''). The due annual listing fees for the financial year 2021-22 has been paid to both the Stock Exchanges i.e., BSE and NSE.

Name and address of the Stock Exchange	Scrip code	Status of fee paid for FY 2022
National Stock Exchange of India Limited Exchange Plaza, C-1 Block G Bandra Kurla Complex, Bandra, Mumbai - 400001	INDIAMART	Paid
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001	542726	Paid

Pursuant to SEBI notification dated December 24, 2019, details of the utilisation of funds will also be submitted to the Stock Exchanges in the separate format as "Statement of Deviation / Variation in utilisation of funds raised" on quarterly basis.

discharging their duties. All the Independent Directors of the Company were present in the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 of the Act your Directors, to the best of their knowledge and belief and according to the information & explanations obtained by them, confirm that:

a) i n the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profit and loss of the Company for the period ended on that date;

c) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During FY 2021, four (4) Board meetings were held. For details of the meetings of the board, kindly refer to the ''Corporate Governance Report'', which forms part of this report.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations. The Nomination and Remuneration Policy of the Company is enclosed as ''Annexure - 3'' and the same can also be accessed on the Company''s website i.e., https://investor.indiamart.com.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital by adding 1,500,000 Equity Shares having face value ''10/- each and reclassified extensive portion of Preference Shares Capital into Equity Shares. Subsequently, the Authorised Capital of the Company is ''994,425,584/- divided into 99,442,460 Equity Shares having face value ''10/- each and three (3) 0.01% Cumulative Preference Shares having face value of ''328/- each.

The Company has issued & allotted 66,696 Equity Shares of the Company pursuant to exercise of Employee Stock Options on July 20, 2020, September 19, 2020 and November 08, 2020 as

UTILISATION OF QIP PROCEEDS

The Company allotted 1,242,212 equity shares through Qualified Institutional Placement (''QIP'') at an issue price of ''8,615 per equity share (including a premium of ''8,605 per equity share) aggregating to ''10,701.66 million on February 22, 2021. The issue was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as well as Sections 42 and 62 of the Act, as amended, including the rules made thereunder. The proceeds of funds raised under QIP of the Company are utilised as per Objects of the Issue.

('' in million)
Particulars	Amount
Gross Proceeds received from QIP	10,701.66
Less: Share issue Expenses	189.67
Net Proceeds received from QIP	10,511.99
Amount utilised for: Future growth and expansion and any other general purposes as may be permissible under the applicable law and approved by the Board.	NIL
Unutilised Amount	10,511.99

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

The Committees and their Composition are as follows:

Name of the Committee	Mr. Dinesh Chandra Agarwal	Mr. Brijesh Kumar Agrawal	Mr. Dhruv Parkash	Mr. Vivek Narayan Gour	Ms. Elizabeth Lucy Chapman	Mr. Rajesh Sawhney
Audit	-	-	Member	Chairman	Member	Member
Nomination and Remuneration	-	-	Member	-	Chairperson	Member
Stakeholders'' Relationship	-	Member	Member	Chairman	-	-
Corporate Social Responsibility	-	Member	-	Member	Member	-
Risk Management	-	-	Member	Member	Member	Member
Investment and Finance#	Member	Member	Member	-	-	-
Share Allotment	Member	Member	Member	-	-	-
Fund Raise*	-	Member	Member	Member	-	Member

* Fund Raise Committee was formed by the Board of Directors on January 18,2021, for the specific purpose of looking into the various statutory and procedural formalities in relation to the proposed fund raise. Thereafter, the Fund Raise Committee has been dissolved by the Board on April 29,2021.

# Composition of Investment & Finance Committee was reconstituted by the Board of Directors on April 29, 2021 comprising of Mr. Brijesh Kumar Agrawal, Mr. Vivek Narayan Gour & Mr. Rajesh Sawhney as the Members of Committee for undertaking the requisite decisions in accordance with the terms of the reference of the Committee.

CORPORATE SOCIAL RESPONSIBILITY (''CSR'')

The Company has constituted Corporate Social Responsibility Committee (''CSR Committee'') in accordance with the provisions of the Act. The CSR Committee was constituted comprising of members of the Board of the Company. The Committee presently consists of three (3) Directors.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and posted CSR Policy on its website which may be viewed at https://investor.indiamart.com.

The Annual Report on CSR activities undertaken by the Company, during the year under consideration, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as ''Annexure - 4'' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as ''Annexure - 5''.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to the Directors, Employees or Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and enables direct access to the Chairman of the Audit Committee. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Company''s Intranet along with other policies for easy access and information of Employees. It can also be accessed at the Company''s website at https://investor.indiamart.com.

INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the year, such controls were tested and no reportable material deficiency in controls were observed.

RISK MANAGEMENT

The Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Audit Committee and the Board periodically review the risks involved, from time to time, and take appropriate measures to minimise the same.

Further, Regulation 21 of Listing Regulations, requires the Board of top 500 Companies determined based on market capitalisation, as at the end of immediately preceding financial year to constitute a Risk Management Committee.

In compliance with the above provisions, the Board at its meeting held on May 12, 2020, constituted the Risk Management Committee. The Risk Management Committee met on March 30, 2021 wherein it primarily reviewed the Risk Framework of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments, made during the year and pursuant to Section 186 of the Act, are given in the Note No. 8 to the Standalone Financial Statements forming integral part of the Annual Report. Further, during the financial year, an investment was made by the Company in securities of Mobisy Technologies Private Limited which was duly approved by the Audit Committee and the Board.

Additionally, the Company has invested the surplus funds available in the units of mutual funds, tax-free bonds and debt securities, the details of which are provided in the standalone financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act, all the contracts and arrangements with related parties as entered by the Company during the financial year under review were on arm''s length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Act, is appended as ''Annexure - 6'' to this Report.

The statement showing the disclosure of transactions with related parties, such as payment of Directors'' remuneration in compliance with applicable IND AS, the details of the same are provided in Note No. 33 of the Standalone Financial Statement forming integral part of the Annual Report. All related party transactions were placed before the Audit Committee and the Board for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available at https://investor.indiamart.com.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the median remuneration of the employee''s (MRE) and other details pursuant to Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed and forms part of this report as ''Annexure - 7''.

b) Detail of every employee of the Company as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The aforesaid disclosure is annexed and forms part of this report as ''Annexure - 8''.

c) No Director of the Company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

AUDITORS Statutory Auditor

B S R & Co. LLP, Chartered Accountants, (Firm Registration No: 101248W/W-100022) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 25, 2019, for a term of five (5) consecutive years, i.e., to hold office from the conclusion of the 20^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company.

The report of the Statutory Auditor forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remarks or disclaimer.

Internal Auditor

Mazars, who were appointed as the internal auditors of the Company for the financial Year 2020-21, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company''s risk management policies and systems.

Secretarial Auditor

M/s Sanjay Grover & Associates, Practicing Company Secretaries were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2020-21, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for Financial Year 2020-21 is attached as ''Annexure - 9'' to this Report. The report of Secretarial Auditor is self-explanatory and does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

EXTRACTS OF ANNUAL RETURN

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company has uploaded the Annual Return as on March 31, 2020 on its website, which may be viewed at https://investor.indiamart.com.

Further, the extract of Annual Return as on March 31, 2021 forms part of this report as ''Annexure - 10''.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been constituted and it presently comprises of five (5) members out of which four (4) members are women as on the date of this report.

The Company has framed the policy for Prevention of Sexual Harassment of Women at Workplace.

The following is a summary of sexual harassment complaints received and disposed-off during period under review:

No. of Complaints received	0
No. of complaints disposed-off	0
No. of cases pending for more than 90 days	Nil
Nature of action taken by the Company	NA
No. of Workshops or Awareness Programmes	16

BUSINESS RESPONSIBILITY REPORT

Listing Regulations mandates, the top 1000 listed companies by market capitalisation, to make Business Responsibility Report (''BRR'') part of their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective in the format specified by Securities and Exchange Board of India.

The concept of BRR lays down nine (9) core principles which a Listed Company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on "Business Responsibility Report" with a detailed compliance report forming integral part of this Annual Report and is given in ''Annexure - 11''.

EMPLOYEES STOCK OPTIONS & STOCK APPRECIATION RIGHTS

Your Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path. In view of the above, the Company currently has the following two (2) schemes:

i. IndiaMART Employee Stock Option Scheme, 2015 (“IndiaMART ESOS, 2015")

Pursuant to a resolution of the Board dated June 08, 2015 and shareholders resolution dated September 23, 2015, the Company adopted IndiaMART ESOS, 2015 which governs all previous stock option schemes of our Company, including

Grant 2010, Grant 2012 and Grant 2013. The maximum Equity Shares that may be issued upon exercising of grants under the IndiaMART ESOS, 2015 should not exceed the aggregate of 5% of the expanded share capital of our Company and the existing pool of 1,516,216 options that were approved pursuant to the shareholder resolutions dated November 10, 2008 and October 27, 2012. However, pursuant to a resolution of our Board dated April 30, 2018, the IndiaMART ESOS, 2015 was discontinued with respect to future grants of options.

Further, the shareholders at their meeting held on May 07, 2018 passed a resolution that 372,746 options, comprising the options under IndiaMART ESOS, 2015 that had not been granted to eligible employees, will henceforth be governed by the IndiaMART ESBS, 2018 (defined below). At the same meeting, the shareholders also approved Bonus of (1:1) to all Equity shareholders of the Company with appropriate adjustments on issue of bonus, to the outstanding options granted but not exercised by the option holders as on record date under IndiaMART ESOS, 2015 and their respective exercise price so that such option holder gets the same shareholding to which they would have been entitled to as if, all such options had been exercised before the issue of such bonus shares.

Nomination and Remuneration Committee is authorised to administer the IndiaMART ESOS, 2015 and is entitled to determine the terms of the stock options at the time of their grant.

ii. IndiaMART Employee Stock Benefit Scheme, 2018 (“IndiaMART ESBS, 2018")

Pursuant to a resolution of the Board dated April 30, 2018 and the Shareholders approval dated May 07, 2018, the Company instituted an employee stock benefit scheme. In terms of the IndiaMART ESBS, 2018, eligible employees may be granted options and/or stock appreciation rights (''SARs''). Pursuant to a trust deed dated June 14, 2018, a trust by the name "IndiaMART Employee Benefit Trust" (''EBS Trust'') has been set up in connection with the implementation of IndiaMART ESBS, 2018. The current trustees of the ESOP Trust are Mr. Madhup Agrawal, Mr. Abhishek Bhartia and Mr. Vikas Aggarwal. The EBS Trust has been set up to implement equity-based incentive schemes of our Company, including the IndiaMART ESBS, 2018, whereby the Company will initially issue and allot the Equity Shares to the EBS Trust, which will subsequently, transfer the Equity Shares to our employees when they exercise their stock options or SAR units.

In terms of the IndiaMART ESBS, 2018 and resolutions passed by the Board on June 04, 2018 and by Shareholders on June 11, 2018 a maximum of 45,492 stock options resulting into 45,492 Equity Shares and 1,400,000 SAR units resulting into not more than 700,000 Equity Shares in aggregate may be granted to eligible employees, identified in accordance with the IndiaMART ESBS, 2018. The IndiaMART ESBS, 2018 is administered and monitored by Nomination and Remuneration Committee.

The Nomination and Remuneration Committee granted 800,740 SAR units to eligible employees at ''500/- per unit on October 01, 2018.

During the year under review, 144,356 SARs were vested on October 01, 2020. The Nomination and Remuneration Committee opened exercise window from October 01, 2020 to December 31, 2020 wherein vested 144,356 SARs were exercised into 130,139 Equity Shares of the Company.

The details of the Employee Stock Options / Stock Appreciation Rights as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as ''Annexure - 12'' to this Report.

The Schemes are in line with SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). A Certificate from Statutory Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations shall be obtained and the same would be available at the Annual General Meeting for inspection by members. The applicable disclosures as stipulated under SBEB Regulations regarding Employees Stock Option Plan of the Company are available on the website of the Company at https://investor. indiamart.com.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders have been passed by any Regulators or Courts or Tribunals which has been received by the Company which can have impact on the going concern status and the Company''s operation in future.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Act into the Investor Education and Protection Fund (''IEPF'') of the Government of India.

DISCLOSURE UNDER SECTION 43(A)(II) & SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

During the financial year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section

43(a)(ii) & Section 54(1)(d) of the Act read with applicable rules is required to be disclosed.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board (''SS-1'') and General Meetings (''SS-2'') specified by the Institute of Company Secretaries of India (''ICSI'').

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached as ''Annexure - 13'' to this Report.

CERTIFICATIONS

In adherence to the best practices prescribed under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, the Company has undertaken certification under the ISO 27001 standards thereby establishing compliance with reasonable security practices and procedures. Further, various policies and procedures have been instituted, including ''Information Security Policy'' and ''Risk Management Procedure'', that are commensurate with the information assets being protected with the nature of business.

ACKNOWLEDGEMENT

The Board of the Company take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent cooperation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities.