Notes to Accounts of IndiaMART InterMESH Ltd.

Mar 31, 2025

j) Provisions and contingent liabilities
Provisions

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. When
the Company expects some or all of a provision to be
reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset,
but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in the
statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as
a finance cost.

Contingent liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the
Company or a present obligation that is not recognised
because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there
is a liability that cannot be recognised because it
cannot be measured reliably.

The Company does not recognise a contingent
liability but discloses its existence in the standalone
financial statements.

k) Retirement and other employee benefits
Short-term obligations

Liabilities for wages and salaries, including non¬
monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in
which the employees render the related service are
recognised in respect of employees'' services up to the
end of the reporting period and are measured at the
amounts expected to be paid when the liabilities are
settled. The liabilities are presented under other current
financial liabilities in the balance sheet.

Post-employment obligations

Retirement benefit in the form of provident fund is a
defined contribution scheme. The Company has no
obligation, other than the contribution payable to the
provident fund. The Company recognizes contribution
payable to the provident fund scheme as an expense,
when an employee renders the related service. If
the contribution payable to the scheme for service
received before the balance sheet date exceeds the
contribution already paid, the deficit payable to the
scheme is recognized as a liability after deducting
the contribution already paid. If the contribution
already paid exceeds the contribution due for services
received before the balance sheet date, then excess
is recognized as an asset to the extent that the pre¬
payment will lead to, for example, a reduction in future
payment or a cash refund.

The Company operates a defined benefit gratuity plan
for its employees i.e. gratuity. The cost of providing
benefits under the defined benefit plan is determined
using the projected unit credit method.

Re-measurements, comprising of actuarial gains
and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined
benefit liability and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognised immediately in the
balance sheet with a corresponding debit or credit
to retained earnings through OCI in the period in
which they occur.

Re-measurements are not reclassified to profit or loss
in subsequent periods.

Past service costs are recognised in profit or loss on
the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the Company recognises related
restructuring costs

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset. The
Company recognises the following changes in the
net defined benefit obligation as an expense in the
statement of profit and loss:

• Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and

• Net interest expense or income

Other long-term employee benefit obligations

Accumulated leave, which is expected to be utilized
within the next twelve months, is treated as short¬
term employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the unused
entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be
carried forward beyond twelve months, as long-term
employee benefit for measurement purposes. Such
long-term compensated absences are provided for
based on the actuarial valuation using the projected unit
credit method at the reporting period-end. Actuarial
gain/loss are immediately taken to the statement of
profit and loss and are not deferred. The Company
presents the entire leave as a current liability in the
balance sheet, since it does not have an unconditional
right to defer its settlement for twelve months after the
reporting date.

l) Share-based payments

Employees of the Company and its subsidiaries also
receive remuneration in the form of stock options
(ESOP) and stock appreciation rights (SAR) as share
based payment transactions under the Company''s
Employee Stock Option Plan and Employee Stock
Benefit Scheme. Both of these are equity settled share-
based payment transactions.

The cost of equity settled transactions is determined
based on the fair value at the date when the grant is
made using an appropriate valuation model.

That cost is recognised, together with a corresponding
increase in share-based payment reserves (SBP) in
equity, over the period in which the performance and/
or service conditions are fulfilled in employee benefits
expense. The cumulative expense recognised for equity
settled transaction at each reporting date until the
vesting date reflects the extent to which the vesting
period has expired and the Company''s best estimate
of the number of equity instruments that will ultimately
vest. The statement of profit and loss expense or credit
for a period represents the movement in cumulative
expense recognised as at the beginning and end of
that period and is recognised in employee benefits
expense. The grant date fair value of share-based
payment awards granted to employees of subsidiaries
is recognised as receivable from subsidiaries, with
a corresponding increase in SBP, as a separate
component in equity over the vesting period that the
employees become entitled to the awards.

Service and non-market performance conditions are
not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions
being met is assessed as part of the Company''s best
estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are
reflected within the grant date fair value. Any other
conditions attached to an award, but without an
associated service requirement, are considered to be
non-vesting conditions. Non-vesting conditions are
reflected in the fair value of an award and lead to an
immediate expensing of an award unless there are also
service and/or performance conditions.

No expense is recognised for awards that do not
ultimately vest because non-market performance
and/or service conditions have not been met. Where
awards include a market or non-vesting condition,
the transactions are treated as vested irrespective
of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or
service conditions are satisfied.

When the terms of an equity-settled award are modified,
the minimum expense recognised is the expense had the
terms not been modified, if the original terms of the award
are met. An additional expense is recognised for any
modification that increases the total fair value of the share-
based payment transaction, or is otherwise beneficial to the
employee as measured at the date of modification. Where
an award is cancelled by the entity or by the counterparty,
any remaining element of the fair value of the award is
expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share.

m) Financial Instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value
except trade receivables plus, in the case of financial
assets not recorded at fair value through profit or loss,
transaction costs that are attributable to the acquisition
of the financial asset. Purchases or sales of financial
assets that require delivery of assets within a time
frame established by regulation or convention in the
market place (regular way trades) are recognised on

the trade date, i.e., the date that the Company commits
to purchase or sell the asset. Trade receivables that
do not contain a significant financing component
are recognised at transaction price in accordance
with IND AS 115.

Subsequent measurement

For purposes of subsequent measurement, financial
assets are classified in four categories:

• Debt instruments at amortised cost

• Debt instruments at fair value through other
comprehensive income (FVTOCI)

• Debt instruments and equity instruments at fair
value through profit or loss (FVTPL)

• Equity instruments measured at fair value through
other comprehensive income (FVTOCI)

Debt instruments at amortised cost

A ''debt instrument'' is measured at the amortised cost if
both the following conditions are met:

a) The asset is held within a business model
whose objective is to hold assets for collecting
contractual cash flows, and

b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the
principal amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or premium
on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included in other income
in the profit or loss. The losses arising from impairment are
recognised in the profit or loss. This category generally
applies to loans to employees, trade and other receivables.
For more information on receivables, refer to Note 29.

Debt instruments at FVTOCI

A ''debt instrument'' is classified as at FVTOCI if both of
the following criteria are met:

a) The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets, and

b) The asset''s contractual cash flows represent SPPI

Debt instruments included within the FVTOCI category
are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized

in other comprehensive income (OCI). However, the
Company recognizes interest income, impairment
losses and reversals and foreign exchange gain or loss
in the profit and loss. On de-recognition of the asset,
cumulative gain or loss previously recognised in OCI is
reclassified from the equity to profit and loss. Interest
earned whilst holding FVTOCI debt instrument is
reported as interest income using the EIR method.

Debt instruments and equity instruments at FVTPL

All financial assets not classified as measured at
amortised cost or FVTOCI as described above
are measured at FVTPL. On initial recognition, the
Company may irrevocably designate a financial asset
that otherwise meets the requirements to be measured
at amortised cost or at FVTOCI as at FVTPL if doing
so eliminates or significantly reduces an accounting
mismatch that would otherwise arise.

Debt instruments and equity instruments included
within the FVTPL category are measured at fair
value with all changes recognized in the statement of
profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a
financial asset or part of a Company of similar financial
assets) is primarily derecognised (i.e. removed from the
Company''s balance sheet) when:

• The rights to receive cash flows from the asset
have expired, or

• The Company has transferred its rights to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without
material delay to a third party under a ''pass-through''
arrangement; and either (a) the Company has
transferred substantially all the risks and rewards of
the asset, or (b) the Company has neither transferred
nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.

When the Company has transferred its rights to
receive cash flows from an asset or has entered into
a pass-through arrangement, it evaluates if and to
what extent it has retained the risks and rewards of
ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset,
nor transferred control of the asset, the Company
continues to recognise the transferred asset to the
extent of the Company''s continuing involvement. In
that case, the Company also recognises an associated
liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights
and obligations that the Company has retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset
and the maximum amount of consideration that the
Company could be required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies
expected credit loss (ECL) model for measurement
and recognition of impairment loss on the following
financial assets and credit risk exposure:

Impairment of financial assets In accordance with Ind
AS 109, the Company applies expected credit loss
(ECL) model for measurement and recognition of
impairment loss on the following financial assets and
credit risk exposure:

• Financial assets that are measured at amortised
cost e.g., loans, deposits, trade receivables
and bank balance

• Trade receivables or any contractual right to receive
cash or another financial asset that result from
transactions that are within the scope of Ind AS 115

The Company follows ''simplified approach'' for
recognition of impairment loss allowance on trade
receivables or contract revenue receivables.

The application of simplified approach does not require
the Company to track changes in credit risk. Rather,
it recognises impairment loss allowance based on
lifetime ECLs at each reporting date, right from its
initial recognition.

For recognition of impairment loss on other financial
assets and risk exposure, the Company determines that
whether there has been a significant increase in the
credit risk since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used to provide
for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that
there is no longer a significant increase in credit risk since
initial recognition, then the entity reverts to recognising
impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting
from all possible default events over the expected life of
a financial instrument. The 12-month ECL is a portion of
the lifetime ECL which results from default events that
are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash
flows that are due to the Company in accordance
with the contract and all the cash flows that the entity

expects to receive (i.e., all cash shortfalls), discounted
at the original EIR. When estimating the cash flows, an
entity is required to consider:

• All contractual terms of the financial instrument
(including prepayment, extension, call and similar
options) over the expected life of the financial
instrument. However, in rare cases when the
expected life of the financial instrument cannot be
estimated reliably, then the entity is required to use the
remaining contractual term of the financial instrument

• Cash flows from the sale of collateral held or
other credit enhancements that are integral to the
contractual terms

ECL impairment loss allowance (or reversal) recognized
during the period is recognized as income/ expense in
the statement of profit and loss (P&L). This amount is
reflected under the head ''other expenses'' in the P&L.
The balance sheet presentation for various financial
instruments is described below:

• Financial assets measured as at amortised
cost, contractual revenue receivables and lease
receivables: ECL is presented as an allowance, i.e., as
an integral part of the measurement of those assets
in the balance sheet. The allowance reduces the
net carrying amount. Until the asset meets write-off
criteria, the Company does not reduce impairment
allowance from the gross carrying amount.

• Loan commitments and financial guarantee
contracts: ECL is presented as a provision in the
balance sheet, i.e. as a liability.

• Debt instruments measured at FVTOCI: Since
financial assets are already reflected at fair value,
impairment allowance is not further reduced from
its value. Rather, ECL amount is presented as
''accumulated impairment amount'' in OCI.

For assessing increase in credit risk and impairment
loss, the Company combines financial instruments on
the basis of shared credit risk characteristics with the
objective of facilitating an analysis that is designed
to enable significant increases in credit risk to be
identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,
as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective
hedge, as appropriate.

All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Company''s financial liabilities include trade
payables, security deposits and other payables.

Subsequent measurement

The measurement of financial liabilities depends on
their classification, as described below:

Financial liabilities at fair value through Profit or Loss:

Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair
value through profit or loss.

Financial liabilities designated upon initial recognition at
fair value through profit or loss are designated as such at
the initial date of recognition, and only if the criteria in Ind
AS 109 are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes in own
credit risk are recognized in OCI. These gains/ losses
are not subsequently transferred to P&L. However, the
company may transfer the cumulative gain or loss within
equity. All other changes in fair value of such liability are
recognised in the statement of profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised
in profit or loss when the liabilities are derecognised as
well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of profit
and loss. This category generally applies to borrowings.

De-recognition

A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced
by another from the same lender on substantially
different terms, or the terms of an existing liability
are substantially modified, such an exchange or
modification is treated as the derecognition of the
original liability and the recognition of a new liability.
The difference in the respective carrying amounts is
recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the
liabilities simultaneously.

n) Foreign currency transactions

The Company''s financial statements are presented in
INR which is also the Company''s functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded
by the Company at its functional currency spot rates at
the date the transaction first qualifies for recognition.
However, for practical reasons, the Company uses an
average rate if the average approximates the actual rate
at the date of the transaction.

Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency
spot rates of exchange at the reporting date.

Exchange differences arising on settlement or
translation of monetary items are recognised in
profit or loss.

Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the
date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured
at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain
or loss is recognised in OCI or profit or loss are also
recognised in OCI or profit or loss, respectively).

o) Earnings per share

Basic earnings per share are calculated by dividing
the net profit or loss for the year attributable to equity
shareholders (after deducting preference dividends and
attributable taxes) by the weighted average number of
equity shares outstanding during the year. Partly paid
equity shares are treated as a fraction of an equity share to
the extent that they are entitled to participate in dividends
relative to a fully paid equity share during the reporting
year. The weighted average number of equity shares
outstanding during the year is adjusted for events such

as bonus issue, bonus element in a rights issue, share
split, and reverse share split (consolidation of shares) that
have changed the number of equity shares outstanding,
without a corresponding change in resources.

For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number
of shares outstanding during the year are adjusted for
the effects of all dilutive potential equity shares.

p) Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise
cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are
subject to an insignificant risk of change in value.

q) Segment reporting

In accordance with Ind AS 108 "Operating Segments"
the Company has disclosed the segment information
only as part of consolidated financial statements.

r) Share capital

Equity shares are classified as equity. Incremental
costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax,
from the proceeds.

s) Dividends

Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the Company, on or before the end
of the reporting period but not distributed at the end of
the reporting period.

t) Recently issued accounting pronouncements

As on 31 March 2025, there are no new standards or
amendments to the existing standards applicable to
the Company which has been notified by Ministry of
Corporate Affairs.

3. Significant accounting estimates and
assumptions

The preparation of standalone financial statements in
conformity with Ind AS requires the management to
make judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities, at the
end of the reporting period. Although these estimates are
based on the management''s best knowledge of current
events and actions, uncertainty about these assumptions

and estimates could result in the outcomes requiring a
material adjustment to the carrying amounts of assets or
liabilities in future periods. Therefore, actual results could
differ from these estimates.

Estimates and assumptions

The key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year, are described below. The Company has based
its assumptions and estimates on parameters available
when the standalone financial statements were prepared.
Existing circumstances and assumptions about future
developments, however, may change due to market changes
or circumstances arising that are beyond the control of the
Company Such changes are reflected in the assumptions
when they occur.

a) Taxes

Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that future taxable
profit will be available against which the losses can
be utilised. In assessing the probability the Company
considers whether the entity has sufficient taxable
temporary differences relating to the same taxation
authority and the same taxable entity, which will result
in taxable amounts against which the unused tax
losses or unused tax credits can be utilised before they
expire. Significant management judgement is required
to determine the amount of deferred tax assets that
can be recognised, based upon the likely timing and
the level of future taxable profits together with future
tax planning strategies.

The Company has recognised deferred tax assets
on the deductible temporary differences since the
management is of the view that it is probable the
deferred tax assets will be recoverable using the
estimated future taxable income based on the approved
business plans and budgets.

b) Share based payment

The Company initially measures the cost of equity-
settled transactions with employees using a Black-
Scholes-Merton option pricing model to determine
the fair value of the liability incurred. Estimating fair
value for share-based payment transactions requires
determination of the most appropriate valuation model,
which is dependent on the terms and conditions of
the grant. This estimate also requires determination
of the most appropriate inputs to the valuation model

including the expected life of the share options and
SAR units, volatility and dividend yield and making
assumptions about them. The assumptions and models
used for estimating fair value for share-based payment
transactions are disclosed in Note 28.

c) Impairment of Non-financial assets

Impairment exists when the carrying value of an
asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs
of disposal and its value in use. The fair value less costs
of disposal calculation is based on available data from
binding sales transactions, conducted at arm''s length,
for similar assets or observable market prices less
incremental costs for disposing of the asset. The value
in use calculation is based on a DCF model or other fair
value valuation models. In DCF model, the cash flows
are derived from the budget for the next five years
and do not include restructuring activities that the
Company is not yet committed to or significant future
investments that will enhance the asset''s performance
of the CGU being tested. The recoverable amount is
sensitive to the discount rate used for the DCF model
as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes.

d) Defined benefit plans (gratuity benefit)

The cost of the defined benefit gratuity plan and the
present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves
making various assumptions that may differ from actual
developments in the future. These include the determination
of the discount rate, future salary increases and mortality
rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.

The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for plans
operated in India, the management considers the interest
rates of government bonds in currencies consistent with
the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available
mortality tables. Those mortality tables tend to change
only at intervals in response to demographic changes.
Future salary increases and gratuity increases are
based on expected future inflation rates, seniority,
promotion and other relevant factors, such as supply
and demand in the employment market.

Further details about gratuity obligations are
given in Note 27

e) Fair value measurement of financial instruments

When the fair values of financial assets and financial
liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets,
their fair value is measured using valuation techniques
including the Discounted Cash Flow (DCF) model.
The inputs to these models are taken from observable
markets where possible, but where this is not feasible,
a degree of judgement is required in establishing fair
values. Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility. Changes
in assumptions about these factors could affect the
reported fair value of financial instruments. See Note
29 and 31 for further disclosures.

f) Useful life of assets considered for depreciation of
Property, Plant and Equipment

The charge in respect of periodic depreciation is
derived after determining an estimate of an asset''s
expected useful life and the expected residual value at
the end of its life. The useful lives and residual values
of Company''s assets are determined by management
at the time the asset is acquired and reviewed at each
financial year end.

g) Leases

The Company evaluates if an arrangement qualifies
to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment.
The Company uses significant judgement in assessing
the lease term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the non¬
cancellable period of a lease, together with both
periods covered by an option to extend the lease if
the Company is reasonably certain to exercise that
option; and periods covered by an option to terminate
the lease if the Company is reasonably certain not
to exercise that option. In assessing whether the
Company is reasonably certain to exercise an option
to extend a lease, or not to exercise an option to
terminate a lease, it considers all relevant facts and
circumstances that create an economic incentive for
the Company to exercise the option to extend the lease,
or not to exercise the option to terminate the lease. The
Company revises the lease term if there is a change in
the non-cancellable period of a lease.

The discount rate is generally based on the incremental
borrowing rate specific to the lease being evaluated or
for a portfolio of leases with similar characteristics.

i) . During the year ended 31 March 2025, pursuant to Shareholder''s agreement dated 25 March, 2022 the Company has purchased

shares of Livekeeping Technologies Private Limited from its existing shareholders for a consideration of INR 133.90 and accordingly,
the associated contractual investment right of INR 23.32 (out of INR 50.50 recognised in June 2023) and derivative liability of INR
2748 is adjusted against the investment.

ii) . During the year ended 31 March 2025, the Company has further invested INR 111.87 into equity and preference shares of Simply

Vyapar Apps Private Limited, thereby increasing the equity ownership on fully converted and diluted basis to 28.7% from 2745%.

iii) . During the year ended 31 March 2025, Impairment loss amounting to INR 232.80 has been recorded for "IB Monotaro Private

Limited" based on impairment testing performed due to actual performance being lower than projected performance, updated
business forecasts and changes in the factors such as market multiple and discount rate.

iv) . The Company had invested in 0.0001% Compulsory convertible debentures in Mobisy Technologies Private Limited amounting to

INR 160 which has been subsequently converted into 88,104 0.001% Compulsorily Convertible Preference shares of the face value
of INR 1 each during the year ended 31 March 2025 in accordance with the terms of debenture agreement. The Company has
further invested INR 142.80 into equity and preference shares of Mobisy Technologies Private Limited thereby increasing the equity
ownership on fully converted and diluted basis to 31.33% from 24.08% as at 31 March 2024.

i) . The Company has invested in optionally convertible cumulative redeemable preference shares (''OCCRPS'') of its subsidiaries, Based

on the terms of OCCRPS, these have been classified as financial instruments in the nature of financial assets to be measured at fair
value. Fair value of these instruments has been determined based on market multiples / replacement cost method / discounted cash
flow valuation technique using cash flow projections and discount rate. Gain/loss on subsequent re-measurement is recognised
through Statement of Profit and Loss.

ii) . The Company has investment in compulsory convertible preference shares and equity shares of other entities, based on the terms

of these instruments they are being measured at fair value through profit and loss.

iii) . During the year ended 31 March 2025, the Company has further invested INR 40.94 in Mynd Solutions Private Limited thereby

increasing the equity ownership from 9.34% to 9.61% on fully converted and diluted basis. This investment has continued to be
classified as "Investment at FVTPL" as per Ind-AS 109. Accordingly fair valuation gain of INR 593.85 based on a recent Level 1 market
transaction, has been recognized in the statement of profit and loss.

iv) . During the year ended 31 March 2025, the Company has acquired 10% equity ownership on fully converted and diluted basis in

Baldor Technologies Private Limited at the aggregate consideration of INR 896.95. This investment is in line with the Company''s
long term objective of investing in offering various Software as a Service (''SAAS'') based solutions for businesses and has been
classified as "Investment at FVTPL" as per Ind-AS 109.

v) . During the year ended 31 March 2025, fair value loss amounting to INR 49.06 has been recorded for "Zimyo consulting Private

Limited" based on actual performance being lower than projected performance, updated business forecasts and changes in the
factors such as market multiple and discount rate.

vi) . During the year ended 31 March 2025, the Company has given INR 283.16 to various shareholders of Fleetx Technologies Private

Limited for transfer of its equity and preference shares. Subsequent to year end on 11 April, 2025, such shares have been transferred
in the name of the Company thereby increasing its equity ownership on fully converted and diluted basis from 16.50% to 20.07%.

1 During the year ended March 31, 2024, the Company had issued and allotted 3,06,14,574 fully paid up Bonus Equity shares of Rs,10
each on 22 June 2023 in the ratio of 1:1 (i,e, 1 Bonus Equity shares for every 1 existing equity share of the Company) to the shareholders
who held shares on 21 June 2023 i,e, Record date which includes 35,353 bonus shares to Indiamart Employee Benefit trust,

2 During the year ended March 31, 2024, the Board of Directors approved a proposal to buy-back upto 12,50,000 equity shares of
the Company for an aggregate amount not exceeding INR 5,000, being 2,04% of the total paid up equity share capital at 4,000 per
equity share, A Letter of Offer was made to all eligible shareholders, The Company bought back 12,50,000 equity shares out of the
shares that were tendered by eligible shareholders and extinguished the equity shares, Capital redemption reserve was created to
the extent of share capital extinguished of INR 12,50, The buyback resulted in a cash outflow of INR 6,198,84 (including transaction
costs of INR 36,95 and tax on buyback of INR 1,161,89), The Company funded the buyback from its free reserves including Securities
Premium as explained in Section 68 of the Companies Act, 2013,

3 (i) During the year ended 31 March 2021, the Company had raised money by the way of Qualified Institutions Placement (''QIP'')

and alloted 1,242,212 equity shares of face value INR 10 each to the eligible qualified institutional buyers (QIB) at a price of INR
8,615 per equity share (including a premium of INR 8,605 per equity share) aggregating to INR 10,701,66 on 22 February 2021,
The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended,

Expenses incurred in relation to QIP amounting to INR 189,67 were adjusted from Securities Premium Account which resulted
into the QIP''s net proceeds of INR 10,511,99,

Out of these proceeds, the Company has utilised the entire amount of INR 10,511,99 (31 March 2024 : INR 10,393,08) towards
purposes specified in the placement document from the date of QIP,

Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lend
or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).The Company has not received any funds
from any party(s) (Funding Party) with the understanding that the Company shall whether directly or indirectly lend or invest in
other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security
or the like on behalf of the ultimate beneficiaries.

a) Terms/ rights attached to equity shares:

1) The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity is
entitled to one vote per share.

2) In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

Nature and purpose of reserves and surplus:

a) Securities premium: The Securities premium account is used to record the premium on issue of shares and is utilised in accordance
with the provisions of the Companies Act, 2013.

b) Capital redemption reserve: The Capital redemption reserve is created when company purchases its own shares out of free
reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption
reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

c) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensation
related to share based awards issued to employees under Company''s Share based payment scheme.

d) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurement
gains/losses on defined benefit plans.

28 Share based payment plans

The Indiamart Employee Stock Benefit Scheme-2018 was approved by shareholders in annual general meeting held on May 07, 2018, The
scheme is designed to provide incentives to employees to deliver long-term returns, Under the plan, participants are granted options which
vest upon completion of upto 72 months of service from the grant date, Participation in the plan is at the board appointed committee''s
discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits,

The Company has set up a trust to administer the scheme under which Stock Appreciation Rights (SAR) and Stock options(ESOP),
with substantially similar types of share based payment arrangements, have been granted to employees, The scheme only provides for
equity settled grants to employees where by the employees can purchase equity shares by exercising SAR units/options as vested at the
exercise price specified in the grant, there is no option of cash settlement,

b) The following methods / assumptions were used to estimate the fair values:

i) The carrying value of deposits with banks, investment in TREPS, trade receivables, cash and cash equivalents, loans to
employees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measured
at amortised cost approximate their fair value due to the short-term maturities of these instruments. These have been assessed
basis credit risk.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using
current rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes from
the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate
their fair value.

iii) Fair value of quoted mutual funds, exchange traded funds, investment trust and government securities is based on quoted
market prices at the reporting date. We do not expect material volatility in these financial assets.

iv) Fair value of debt instruments of subsidiaries, equity/preference instruments of other entities is estimated based on replacement
cost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate and
credit risk and are classified as Level 3.

v) Fair value of the quoted bonds and debentures is determined using observable market''s inputs and is classified as Level 2.

vi) Fair value of derivative contract liability is determined using Monte Carlo Simulation method and is classified as Level 3.

vii) Fair value of debt instruments of associates is estimated based on replacement cost method / discounted cash flows / market
multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

30 Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the returns
to stakeholders through the optimisation of the equity balance.

The capital structure of the Company consists of no borrowings and only equity of the Company.

The Company is not subject to any externally imposed capital requirements.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risks
associated with each class of capital requirements and maintenance of adequate liquidity.

31 Financial risk management objectives and policies

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s board of directors has overall responsibility for the
establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established
to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

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

i) Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company''s Cash and cash equivalents, bank deposits and investments in
mutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk management considers available reasonable and supportive forward-looking information including indicators like
external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market
interest rate).

Trade receivables

The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Company
is not exposed to significant credit risk on trade receivables.

Cash and cash equivalents and investments

Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures.

The Company maintains its cash and cash equivalents, bank deposits, inter-corporate deposits and investment in mutual funds,
exchange traded funds, bonds, debentures, units of alternative investment funds and TREPS with reputed banks and financial
institutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned
by international credit rating agencies.

Security deposits and Loans

The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit risk
based on the financial position of parties and Company''s historical experience of dealing with the parties.

31 Financial risk management objectives and policies (Contd..)

ii) Liquidity risk management

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

Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidity
risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by
continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and
commodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutual
funds, exchange traded funds, bonds, debentures, units of alternative investment funds, units of investment trust and investment in
other entities.

a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company''s operating activities (when revenue or expense is denominated in a foreign currency). The Company''s exposure to
unhedged foreign currency risk as at 31 March 2025 and 31 March 2024 is not material. Currency risks related to the principal
amounts of the Company''s US dollar trade receivables.

b) Interest rate risk

Investment of short-term surplus funds of the Company in liquid schemes of mutual funds, bonds, debentures, units of
alternative investment fund and investment trust provides high level of liquidity from a portfolio of money market securities
and high quality debt and categorized as ''low risk'' product from liquidity and interest rate risk perspectives.

Below is the basis of classification of various function wise expenses mentioned above:

Customer service cost

Customer service cost primarily consists of employee benefits expense (included on "Employee benefit expense" in Note 21) for employees
involved in servicing of our clients; website content charges (included in "Content development expenses" in Note 24); Outsourced
service cost i.e. cost of outsourced activities towards servicing of our clients (included in "Customer Support Expenses" in Note 24); PNS
charges i.e. rental for premium number service provided to our paying suppliers (included in "Buyer Engagement Expenses" in Note 24);
SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in "Buyer Engagement Expenses"
in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers
on Indiamart and provided to our paying suppliers as a part of our subscription packages (included in "Customer Support Expenses" in
Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance, Insurance cost allocated based
on employee count; collection charges; domain registration & renewal charges (included in "Internet and other online expenses" in Note
24) for serving our clients.

34 The Company has provided following function wise results of operations on a voluntary basis (Contd..)

Selling & Distribution Expenses

Selling & Distribution Expenses primarily consists of Outsourced sales cost i.e. costs incurred towards acquisition of new paying suppliers
through our outsourced sales team and Channel partners; employee benefits expense for employees involved in acquisition of new
paying suppliers; other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance and Insurance cost
allocated based on employee count.

Technology & Content Expenses

Technology and content expenses include employee benefits expense for employees involved in the research and development of new
and existing products and services, development, design, and maintenance of our website and mobile application, curation and display of
products and services made available on our websites, and digital infrastructure costs; Data Verification & Enrichment i.e. amount paid to
third parties to maintain and enhance our database (included in "Content development expenses" in Note 24); PNS charges i.e. rental for
premium number service provided to our free suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e.
cost of notifications sent to buyers and free suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy
Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart
and provided to our free suppliers (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel,
repair & maintenance, travelling & conveyance and Insuranc

---

Mar 31, 2024

1. The Company has received a letter issued by the authorities during the year which includes reference of order cancelling the land lease deed as per the terms of the lease arrangement. In the said order, it was also mentioned that to restore the cancelled lease, the concerned persons are required to file an appeal under section 41(3) of the UP Urban Planning and Development Act, 1973 within a stipulated time period. The Company has filed an appeal to restore the cancelled allotment of land within the prescribed timeline and the said appeal is pending before the appropriate authority.

Pursuant to limited visibility on potential outcome of the appeal, the Right to Use asset recognised in respect of such leasehold land and Capital work in progress has been fully provided during the current year.

2. Disposal includes adjustment on account of lease modifications.

3. The Company incurred INR 39.65 for the year ended 31 March 2024 (31 March 2023: INR 20.42) respectively, towards expenses relating to short-term leases and leases of low-value assets.

i) . The instrument is classified as equity as it meets the ''fixed for fixed'' evaluation criteria. Further, the interest on the instrument is payable

at the discretion of Tradezeal Online Private Limited.

ii) . During the year ended 31 March 2024, the Company has received bonus shares from Simply Vyapar Private Limited in the ratio of

1:19 (i.e. 19 Bonus shares for every 1 existing share).

iii) . During the year ended 31 March 2024, the Company has further invested INR 137.36 into the equity shares of IB Monotaro Private

Limited as a part of right issue resuting in increase of its equity ownership on fully converted and diluted basis to 26.70% from 26.00%.

i) . The Company has invested in optionally convertible cumulative redeemable preference shares (''OCCRPS'') of its subsidiaries. Based on

the terms of OCCRPS, these have been classified as financial instruments in the nature of financial assets to be measured at fair value. Fair value of these instruments has been determined based on market multiples / replacement cost method / discounted cash flow valuation technique using cash flow projections and discount rate. Gain/loss on subsequent re-measurement is recognised through Statement of Profit and Loss.

ii) . The Company has investment in compulsory convertible preference shares and equity shares of other entities, based on the terms of

these instruments they are being measured at fair value through profit and loss.

iii) . During the year ended 31 March 2024, the Company has further invested INR 80 in Compulsory Convertible Debentures (CCD)

of Mobisy Technologies Private Limited. Such CCD''s shall be convertible into Compulsorily Convertible Preference Shares within a stipulated period as per terms of investment.

iv) . During the year ended 31 March 2024, the Company has further invested INR 7.65 in Mynd Solutions Private Limited thereby

increasing the equity ownership to 9.34% on fully converted and diluted basis. This investment has continued to be classified as “Investment at FVTPL” as per Ind-AS 109.

1 During the year the Company has issued and allotted 30,614,574 fully paid up Bonus Equity shares (including 35,353 bonus shares issued and held by Indiamart Employee Benefit trust) of Rs.10 each on 22 June 2023 in the ratio of 1:1 (i.e. 1 Bonus Equity shares for every 1 existing equity share of the Company) to the shareholders who held shares on 21 June 2023 i.e. Record date.

2 (i) During the year, the Board of Directors approved a proposal to buy-back upto 12,50,000 equity shares of the Company for an

aggregate amount not exceeding INR 5,000, being 2.04% of the total paid up equity share capital at 4,000 per equity share. A Letter of Offer was made to all eligible shareholders. The Company bought back 12,50,000 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares. Capital redemption reserve was created to the extent of share capital extinguished of INR 12.50. The buyback results in a cash outflow of INR 6,198.84 (including transaction costs of INR 36.95 and tax on buyback of INR 1,161.89). The Company funded the buyback from its free reserves including Securities Premium as explained in Section 68 of the Companies Act, 2013.

(ii) During the year ended 31 March 2021, the Company had raised money by the way of Qualified Institutions Placement (''QIP'') and alloted 1,242,212 equity shares of face value INR 10 each to the eligible qualified institutional buyers (QIB) at a price of INR 8,615 per equity share (including a premium of INR 8,605 per equity share) aggregating to INR 10,701.66 on 22 February 2021. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Expenses incurred in relation to QIP amounting to INR 189.67 were adjusted from Securities Premium Account which resulted into the QIP''s net proceeds of INR 10,511.99.

Out of these proceeds, the Company has utilised till 31 March 2024 INR 10,393.08 (31 March 2023 : INR 10,138.42) towards purposes specified in the placement document from the date of QIP. The balance amount of QIP''s net proceeds remain invested in liquid instruments.

Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).The company has not received any funds from any party(s) (Funding Party) with the understanding that the company shall whether directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

a) Terms/ rights attached to equity shares:

1) The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity is entitled to one vote per share.

2) In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Shares reserved for issue under options

Information relating to the Company''s share based payment plans, including details of options and SAR units issued, exercised and lapsed during the financial year, options and SAR units outstanding at the end of the reporting year, is set out in note 28.

Nature and purpose of reserves and surplus:

a) Securities premium: The Securities premium account is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013.

b) Capital redemption reserve: The Capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

c) General reserve: The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes, as the same is created by transfer from one component of equity to another.

d) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensation related to share based awards issued to employees under Company''s Share based payment scheme.

e) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurement gains/ losses on defined benefit plans.

25 Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the earnings for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS are calculated by dividing the earnings for the year attributable to the equity holders of the Company by weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following reflects the basic and diluted EPS computations:

27 Defined benefit plan and other long-term employee benefit plan

The Company has a defined benefit gratuity plan. Every employee who has completed statutory defined period of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurance company in form of qualifying insurance policy. This defined benefit plan exposes the Company to actuarial risks, such as longevity risk, interest rate risk and salary risk.

28 Share based payment plans

The Indiamart Employee Stock Benefit Scheme-2018 was approved by shareholders in annual general meeting held on May 07, 2018. The scheme is designed to provide incentives to employees to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of upto 72 months of service from the grant date. Participation in the plan is at the board appointed committee''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

The Company has set up a trust to administer the scheme under which Stock Appreciation Rights (SAR) and Stock options(ESOP), with substantially similar types of share based payment arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees where by the employees can purchase equity shares by exercising SAR units/options as vested at the exercise price specified in the grant, there is no option of cash settlement.

b) The following methods / assumptions were used to estimate the fair values:

i) The carrying value of deposits with banks, trade receivables, cash and cash equivalents, loans to employees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments.

These have been assessed basis counterparty credit risk.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds, exchange traded funds, investment trust and governement securities is based on quoted market prices at the reporting date. We do not expect material volatility in these financial assets.

iv) Fair value of debt instruments of subsidiaries, equity/preference instruments of other entities is estimated based on replacement cost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

v) Fair value of the quoted bonds and debentures is determined using observable market''s inputs and is classified as Level 2.

vi) Fair value of derivative contract liability is determined using Monte Carlo Simulation method and is classified as Level 3.

vii) Fair value of debt instruments of of associates is estimated based on replacement cost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

(Amounts in INK million, unless otherwise stated)

30 Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the returns to stakeholders through the optimisation of the borrowings and equity balance.

The capital structure of the Company consists of no borrowings and only equity of the Company.

The Company is not subject to any externally imposed capital requirements.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risks associated with each class of capital requirements and maintenance of adequate liquidity.

31 Financial risk management objectives and policies

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

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

i) Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk management considers available reasonable and supportive forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).

Trade receivables

The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Company is not exposed to significant credit risk on trade receivables.

Cash and cash equivalents and investments

Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.

The company maintains its cash and cash equivalents, bank deposits, inter-corporate deposits and investment in mutual funds, exchange traded funds, bonds, debentures, units of alternative investment funds and units of investment trust with reputed banks and financial institutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Security deposits and Loans

The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit risk based on the financial position of parties and Company''s historical experience of dealing with the parties.

ii) Liquidity risk management

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

Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Maturities of financial liabilities

The table below summarises the maturity profile of the Company''s undiscounted financial liabilities based on contractual payments:

iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutual funds, exchange traded funds, bonds, debentures, units of alternative investment funds, units of investment trust and investment in other entities.

a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency). The company''s exposure to unhedged foreign currency risk as at 31 March 2024 and 31 March 2023 is not material. Currency risks related to the principal amounts of the company''s US dollar trade receivables.

b) Interest rate risk

Investment of short-term surplus funds of the Company in liquid schemes of mutual funds, bonds, debentures, units of alternative investment fund and investment trust provides high level of liquidity from a portfolio of money market securities and high quality debt and categorized as ‘low risk'' product from liquidity and interest rate risk perspectives.

Terms and conditions of transactions with related parties

The transactions with related parties are entered on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial period through examining the financial position of the related party and the market in which the related party operates.

Customer service cost

Customer service cost primarily consists of employee benefits expense (included on "Employee benefit expense" in Note 21) for employees involved in servicing of our clients; website content charges (included in “Content development expenses” in Note 24); Outsourced service cost i.e. cost of outsourced activities towards servicing of our clients (included in "Customer Support Expenses" in Note 24); PNS charges

i.e. rental for premium number service provided to our paying suppliers (included in “Buyer Engagement Expenses” in Note 24); SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in “Buyer Engagement Expenses” in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our paying suppliers as a part of our subscription packages (included in “Customer Support Expenses” in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance, Insurance cost allocated based on employee count; collection charges; domain registration & renewal charges (included in “Internet and other online expenses” in Note 24) for serving our clients.

Selling & Distribution Expenses

Selling & Distribution Expenses primarily consists of Outsourced sales cost i.e. costs incurred towards acquisition of new paying suppliers through our outsourced sales team and Channel partners; employee benefits expense for employees involved in acquisition of new paying suppliers; other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance and Insurance cost allocated based on employee count.

Technology & Content Expenses

Technology and content expenses include employee benefits expense for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our website and mobile application, curation and display of products and services made available on our websites, and digital infrastructure costs; Data Verification & Enrichment i.e. amount paid to third parties to maintain and enhance our database (included in “Content development expenses” in Note 24); PNS charges i.e. rental for premium number service provided to our free suppliers (included in “Buyer Engagement Expenses” in Note 24); SMS & Email charges i.e. cost of notifications sent to buyers and free suppliers through SMS or email (included in “Buyer Engagement Expenses” in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our free suppliers (included in “Customer Support Expenses” in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance and Insurance cost allocated based on employee count; Complaint Handling (1-800) Exp. (included in “Customer Support Expenses” in Note 24); Server Exp. (Web Space for Hosting), Software Expenses, Server Exp. (Google Emails-Employees) & Website Support & Maintenance (included in “Internet and other online expenses” in Note 24).

Marketing Expenses

While most of our branding and marketing is done by our sales representatives through meetings with potential customers (included in Selling & Distribution Expenses), our branding is aided by our spending on marketing, such as targeted digital marketing, search engine advertisements and offline advertising, and we also engage in advertising campaigns from time to time through television and print media. Employee benefits expense for employees involved in marketing activities are also included in marketing expenses.

Other Operating Expenses

Other operating expenses primarily include employee benefits expense for our support function employees; expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance and Insurance cost allocated basis employee count; browsing & connectivity-branch & employees (included in “Internet and other online expenses” in Note 24); telephone expenses-branch & employees (included in “Communication Costs” in Note 24); recruitment and training expenses; legal and professional fees ; Corporate Social Responsibility expenses and other miscellaneous operating expenses.

35 Contingent liabilities and commitments

a) Contingent liabilities
Particulars	As at 31 March 2024	As at 31 March 2023
Service tax/ GST demand (refer note (1) below)	15.38	15.38

1. Pursuant to the service tax audit for the financial year 2013-14 to 2017-18 (i.e.upto 30 June 2017), a demand has been raised on non-payment of service tax under rule 6(3) of CCR, 2004 on "Net gain on sale of current investments" of INR 15.38. The Company has already recorded the provision for the said amount in the books of accounts in the financial year 2019-20. The Company was contesting the aforesaid mentioned demand against commissioner (Appeals). During the current year, the order has been received rejecting the appeal and imposing 100% penalty of INR 15.38. The Company has filed the appeal before Tribunal against the order, and the management believes that the Company''s position in the matter will be tenable.

2. On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers altered historical understandings of such obligations, extending them to cover additional portions of the employee''s income. However, the judgment isn''t explicit if such interpretation may have retrospective application resulting in increased contribution for past and future years for certain employees of the Company. The Company, based on an internal assesssment, evaluated that there are numerous interpretative challenges on the retrospective application of the judgment which results in impracticability in estimation of and timing of payment and amount involved. As a result of lack of implementation guidance and interpretative challenges involved, the Company is unable to reliably estimate the amount involved. Accordingly, the Company shall evaluate the amount of provision, if any, on further clarity of the above matter.

3. The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome

of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of reasonably possible loss with respect to loss contingencies for legal and other contingencies, will not, either individually or in the aggregate, have a material adverse effect on its business, financial position, results or cash flows of the Company as at 31 March 2024.

4. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company

towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be notified. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are notified.

b) Capital and other commitments

- As at 31 March 2024, the Company has INR 8.39 capital commitment (31 March 2023: NIL).

- The Company will provide financial support to its wholly owned subsidiaries, so as to meet their liabilities as and when the

same is required.

37 Scheme of Amalgamation

A composite scheme of amalgamation ("the Scheme") amongst wholly owned subsidiaries Busy Infotech Private Limited ("Busy " or "Transferor Company 1"), Hello Trade Online Private Limited (“Hello” or "Transferor Company 2"), Tolexo Online Private Limited (“Tolexo” or "Transferee Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (read with the Rules made thereunder) was approved by the Board of Directors of the respective companies in their meeting held on 28 March 2024.

The petition for the Scheme was filed with National Company Law Tribunal ("NCLT") on March 29, 2024. The Scheme is subject to scrutiny by statutory authorities and other interested parties before NCLT examines it from judicial and overall perspective. Given that the Scheme will become effective on filling of the NCLT order with the Registrar of Companies, the financial impact of the Scheme is not incorporated in the financial statements of the Company for the financial year ended March 31, 2024.

40 Events after the reporting period

a) The Company has evaluated all the subsequent events through 30 April 2024 which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in the standalone financial statements.

b) Dividend

Dividends paid during the year ended 31 March, 2024 include an amount of Rs. 20/- per equity share (pre bonus share issue of 1:1) towards final dividend for the year ended 31 March, 2023 (Dividend paid during the year ended 31 March 2023 : Rs 2/ per equity share).

Dividend declared by the Company is based on the profit available for distribution. On April 30 2024, the Board of Directors of the Company have proposed a final dividend of INR 20/- per share in respect of the year ended 31 March 2024.

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Mar 31, 2023

Notes:

i) During the year ended 31 March 2023, on 6 April 2022 the Company has acquired 100.00% equity ownership on fully converted and diluted basis in Busy Infotech Private Limited at the aggregate consideration of INR 5,000.00 and accordingly the investment is classified under "Investment in Subsidiaries". This acquisition would help the Company to offer accounting software solutions to businesses in line with its long term vision of enabling businesses.

ii) The instrument is classified as equity as it meets the ''fixed for fixed'' evaluation criteria. Further, the interest on the instrument is payable at the discretion of Tradezeal Online Private Limited.

iii) During the year ended 31 March 2023, on 23 May 2022 the Company has acquired 51.09%o equity ownership on fully converted and diluted basis in Livekeeping Technologies Private Limited (Formerly known as Finlite Technologies Private Limited) at the aggregate consideration of INR 459.82. Considering the percentage of ownership and board representation right of the Company this investment is classified as investment in subsidiary Finlite Technologies Private Limited offers value added services to businesses over their existing on premise accounting software. This investment is in line with the Company long term objective of offering various Software as a Service (''SAAS'') based solutions for businesses. Fair value of contractual investment right (As per the terms of the Shareholder''s agreement) in "Livekeeping Technologies Private Limited" has been recorded in the books of account.

iv) During the year ended 31 March 2023, the Company has further invested into the shares of Mobisy Technologies Private Limited, thereby increasing its equity ownership on fully converted and diluted basis to 25.08%o. Mobisy Technologies Private Limited has become an associate of the Company with effect from 03 November 2022. Fair value gain has been recorded till the date it has become an associate.

v) During the year ended 31 March 2023, the Company has sold entire stake in Ten Times Online Private Limited, on 16 March 2023 and consequently the entity has ceased to be an associate.

vi) During the year ended 31 March 2023, Impairment loss amounting to INR 52.61 has been recorded for "Livekeeping Technologies Private Limited" based on impairment testing performed due to actual performance being lower than projected performance. The said impairment has been classified as an exceptional item in the statement of profit and loss.

vii) During the year ended 31 March 2023, the Company invested in equity shares of INR 10 each and premium of INR 2,90,351 each in Simply Vyapar Apps Private Limited on fully converted and diluted basis and therby the total stake becomes 27.45°% from 27.00°%.

i) The Company has invested in optionally convertible cumulative redeemable preference shares (''OCCRPS'') of its subsidiaries. Based on the terms of OCCRPS, these have been classified as financial instruments in the nature of financial assets to be measured at fair value. Fair value of these instruments has been determined based on market multiples / replacement cost method / discounted cash flow valuation technique using cash flow projections and discount rate. Gain/loss on subsequent re-measurement is recognised through Statement of Profit and Loss.

ii) The Company has invested in compulsory convertible preference shares and equity shares of other entities, based on the terms of these instruments they are being measured at fair value through profit and loss.

iii) During the year ended 31 March 2023, the Company has sold 861,852 equity shares for INR 159.32/- each of Mynd Solutions Private Limited amounting to INR 137.31 and simultaneously purchased 1,510,656 Compulsory convertible preference shares for INR 159.32/- each amounting to INR 240.68. Subsequent to these transactions, the equity ownership on fully converted and diluted basis in Mynd Solutions Private Limited stands at 9.2%.

1. The Board of Directors at its meeting held on 28 April 2022, approved a proposal to buy-back upto 160,000 equity shares of the Company for an aggregate amount not exceeding INR 1,000, being 0.52% of the total paid up equity share capital at 6,250 per equity share. A Letter of Offer was made to all eligible shareholders. The Company bought back 160,000 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on 29 June 2022. Capital redemption reserve was created to the extent of share capital extinguished of INR 1.60. The excess cost of buy-back of INR 1,012.78 (including INR 12.78 towards transaction cost of buy-back) over par value of share and corresponding tax on buy-back of INR 232.59 were offset from retained earnings.

2. i. During the year ended 31 March 2021, the Company had raised money by the way of Qualified Institutions Placement (''QIP'') and

alloted 1,242,212 equity shares of face value INR 10 each to the eligible qualified institutional buyers (QIB) at a price of INR 8,615 per equity share (including a premium of INR 8,605 per equity share) aggregating to INR 10,701.66 on 22 February 2021. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Expenses incurred in relation to QIP amounting to INR 189.67 were adjusted from Securities Premium Account which resulted into the QIP''s net proceeds of INR 10,511.99.

Out of these proceeds, the Company has utilised till 31 March 2023 INR 10,138.42 (31 March 2022 : INR 3,954.17) towards purposes specified in the placement document from the date of QIP. The balance amount of QIP''s net proceeds remain invested in liquid instruments.

Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).The company has not received any funds from any party(s) (Funding Party) with the understanding that the company shall whether directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

a) Terms/ rights attached to equity shares:

1) The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity is entitled to one vote per share.

2) In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of reserves and surplus:

a) Securities premium: The Securities premium account is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013.

b) Capital redemption reserve: The Capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

c) General reserve: The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes, as the same is created by transfer from one component of equity to another.

d) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensation related to share based awards issued to employees under Company''s Share based payment scheme.

e) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurement gains/losses on defined benefit plans.

25 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the earnings for the period attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the period.

Diluted EPS are calculated by dividing the earnings for the period attributable to the equity holders of the Company by weighted average number of equity shares outstanding during the period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following reflects the basic and diluted EPS computations:

27 DEFINED BENEFIT PLAN AND OTHER LONG-TERM EMPLOYEE BENEFIT PLAN

The Company has a defined benefit gratuity plan. Every employee who has completed statutory defined period of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurance company in form of qualifying insurance policy. This defined benefit plan exposes the Company to actuarial risks, such as longevity risk, interest rate risk and salary risk.

The amount included in the balance sheet arising from the Company''s obligation in respect of its gratuity plan and leave encashment is as follows:

FAIR VALUE MEASUREMENTS

b) The following methods / assumptions were used to estimate the fair values:

i) The carrying value of Deposits with Banks, Inter-corporate deposits with Financial institutions, trade receivables, cash and cash equivalents, loans to employees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments. These have been assessed basis counterparty credit risk.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds, exchange traded fund, alternative investment funds and investment trust is based on quoted market prices at the reporting date. We do not expect material volatility in these financial assets.

iv) Fair value of debt instruments of subsidiaries, equity/preference instruments of other entities is estimated based on replacement cost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

v) Fair value of the quoted bonds and debentures is determined using observable market''s inputs and is classified as Level 2.

vi) Fair value of derivative contract liability is determined using Monte Carlo Simulation method and is classified as Level 3.

vi) Fair value of debt instruments of of associates is estimated based on replacement cost method / discounted cash flows /

market multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

e) During the year ended 31 March 2023 and 31 March 2022, there were no transfers due to re-classification into and out of Level 3 fair value measurements.

30 CAPITAL MANAGEMENT

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the returns to stakeholders through the optimisation of the borrowings and equity balance.

The capital structure of the Company consists of no borrowings and only equity of the Company.

The Company is not subject to any externally imposed capital requirements.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risks associated with each class of capital requirements and maintenance of adequate liquidity.

31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

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

i) Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.

31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)

The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk management considers available reasonable and supportive forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).

Trade receivables

The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Company is not exposed to significant credit risk on trade receivables.

Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.

The company maintains its cash and cash equivalents, bank deposits, inter-corporate deposits and investment in mutual funds, exchange traded funds, bonds, debentures, units of alternative investment funds and units of investment trust with reputed banks and financial institutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Security deposits and Loans

The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit risk based on the financial position of parties and Company''s historical experience of dealing with the parties.

ii) Liquidity risk management

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

Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutual funds, exchange traded funds, bonds, debentures, units of alternative investment funds, units of investment trust and investment in other entities.

a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the company''s operating activities (when revenue or expense is denominated in a foreign currency). The company''s exposure to unhedged foreign currency risk as at 31 March 2023 and 31 March 2022 is not material. Currency risks related to the principal amounts of the company''s US dollar trade receivables.

b) Interest rate risk

Investment of short-term surplus funds of the Company in liquid schemes of mutual funds, bonds, debentures, units of alternative investment fund and investment trust provides high level of liquidity from a portfolio of money market securities and high quality debt and categorized as ''low risk'' product from liquidity and interest rate risk perspectives.

Below is the basis of classification of various function wise expenses mentioned above:

Customer service cost

Customer service cost primarily consists of employee benefits expense (included on "Employee benefit expense" in Note 21) for employees involved in servicing of our clients; website content charges (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our paying suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our paying suppliers as a part of our subscription packages (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count; collection charges; domain registration & renewal charges (included in "Internet and other online expenses" in Note 24) for serving our clients.

Selling & Distribution Expenses

Selling & Distribution Expenses primarily consists of employee benefits expense for employees involved in acquisition of new paying suppliers; Outsourced sales cost i.e. costs incurred in connection with our outsourced telephone sales team and field sales team, other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count.

Technology & Content Expenses

Technology and content expenses include employee benefits expense for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our website and mobile application, curation and display of products and services made available on our websites, and digital infrastructure costs;

34 THE COMPANY HAS PROVIDED FOLLOWING FUNCTION WISE RESULTS OF OPERATIONS ON A VOLUNTARY BASIS (Contd.)

Data Verification & Enrichment i.e. amount paid to third parties to maintain and enhance our database (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our free suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to buyers and free suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment

i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our free suppliers (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count; Complaint Handling (1-800) Exp. (included in "Customer Support Expenses" in Note 24); Server Exp. (Web Space for Hosting), Software Expenses, Server Exp. (Google Emails-Employees) & Website Support & Maintenance (included in "Internet and other online expenses" in Note 24).

Marketing Expenses

While most of our branding and marketing is done by our field sales representatives through face to face meetings with potential customers (included in Selling & Distribution Expenses), our branding is aided by our spending on marketing, such as targeted digital marketing, search engine advertisements and offline advertising, and we also engage in advertising campaigns from time to time through television and print media. Employee benefits expense for employees involved in marketing activities are also included in marketing expenses.

Other Operating Expenses

Other operating expenses primarily include employee benefits expense for our support function employees; expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated basis employee count; browsing & connectivity-branch & employees (included in "Internet and other online expenses" in Note 24); telephone expenses-branch & employees (included in "Communication Costs" in Note 24); recruitment and training expenses; legal and professional fees and other miscellaneous operating expenses.

35 CONTINGENT LIABILITIES AND COMMITMENTS a) Contingent liabilities

1. Pursuant to the service tax audit for the financial year 2013-14 to 2017-18 (i.e.upto 30 June 2017), a demand has been raised on non-payment of service tax under rule 6(3) of CCR, 2004 on "Net gain on sale of current investments" of INR 15.38. The Company has already recorded the provision for the said amount in the books of accounts in the financial year 2019-20. The Company was contesting the aforesaid mentioned demand against commissioner (Appeals). During the current year, the order has been received rejecting the appeal and imposing 100% penalty of INR 15.38. The Company is in process of filing the appeal before Tribunal against the order, and the management believes that the Company''s position in the matter will be tenable.

2. On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers altered historical understandings of such obligations, extending them to cover additional portions of the employee''s income. However, the judgment isn''t explicit if such interpretation may have retrospective application resulting in increased contribution for past and future years for certain employees of the Company. The Company, based on an internal assesssment, evaluated that there are numerous interpretative challenges on the retrospective application of the judgment which results in impracticability in estimation of and timing of payment and amount involved. As a result of lack of implementation guidance and interpretative challenges involved, the Company is unable to reliably estimate the amount involved. Accordingly, the Company shall evaluate the amount of provision, if any, on there being further clarity on the matter.

3. The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, financial position, results or cash flows of the Company, with respect to loss contingencies for legal and other contingencies as at 31 March 2023.

35 CONTINGENT LIABILITIES AND COMMITMENTS (Contd.)

4. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be notified. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are notified.

b) Capital and other commitments

- As at 31 March 2023, the Company has NIL capital commitment (31 March 2022: NIL).

- The Company will provide financial support to its wholly owned subsidiaries, so as to meet their liabilities as and when the same is required.

Current Ratio

The fall in ratio primarily on account of decrease in the current assets as the Company has utilised the investment in liquid instruments, to make strategic investments which are classified in non current assets.Further there has been an increase in the current contract liabilities.

Net capital turnover ratio (in times)

On account of increase in the revenue for the year an decrease in the net working capital.

Net profit ratio (in %), Operating Profit Margin ratio (in %) & EBITDA Margin ratio (in times)

Decrease is on account of increase in operating expenses (majorly employee benefit expenses) as compared to increase in revenue.

39 EVENTS AFTER THE REPORTING PERIOD

a) The Company has evaluated all the subsequent events through 28 April 2023 which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in the standalone financial statements.

b) Dividend

Dividend declared by the Company is based on the profit available for distribution. On April 28 2023, the Board of Directors of the Company have proposed a final dividend of INR 20/- per share in respect of the year ended 31 March 2023.

c) Bonus Issue

On April 28, 2023, the Board of Directors of the Company proposed issuance of 1:1 bonus shares on fully paid equity shares having face value of INR 10 per share, subject to approval of the shareholders. In the event of approval by the Shareholders of the proposed Bonus issue, post adjusting for this Bonus issue, the Basic Earnings per equity share would have been INR 44.57 per share and INR 50.92 per share for the year ended 31 March 2023 and 31 March 2022 respectively, and Diluted Earnings per equity share would have been INR 44.42 per share and INR 50.40 per share for the year ended 31 March 2023 and 31 March 2022 respectively.

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Mar 31, 2022

1. As per the terms of the lease arrangement, the Company was required to complete the construction of building within a defined time from the date of handing over the possession. The Company had obtained extension for construction of building on the leasehold land till 5 July 2021 and is in the process of obtaining further extension.

2. The Company incurred INR 3.51 Million for the year ended 31 March 2022 (31 March 2021: INR 10.42 Million) respectively, towards expenses relating to short-term leases and leases of low-value assets.

1. During the year ended 31 March 2022, the Company has further invested INR 615.50 Million in Simply Vyapar Apps Private Limited thereby increasing the ownership to 27.00% on fully converted and diluted basis .

2. During the year ended 31 March 2022, the Company has acquired 26.00% equity ownership on fully converted and diluted basis in IB Monotaro Private Limited at the aggregate consideration of INR 1,041.77 Million. Considering the percentage of ownership and board representation right of the company, this investments is classified as an associate.

3. The instrument is classified as equity as it meets the ''fixed for fixed'' evaluation criteria. Further, the interest on the instrument is payable at the discretion of Tradezeal Online Private Limited .

1. The company has invested in optionally convertible cumulative redeemable preference shares (''OCCRPS'') of its subsidiaries. Based on the terms of OCCRPS, these have been classified as financial instruments in the nature of financial assets to be measured at fair value. Fair value of these instruments has been determined based on market multiples / replacement cost method / discounted cash flow valuation technique using cash flow projections and discount rate. Gain/loss on subsequent re-measurement is recognised through Statement of Profit and Loss.

2. During the year ended 31 March 2022, the Company has further invested INR 114.86 Millon in Mobisy Technologies Private Limited thereby increasing the equity ownership to 15.98% on fully converted and diluted basis. This investment has continued to be classified as "Investment at FVTPL" as per Ind-AS 109.

3. During the year ended 31 March 2022, the Company has acquired 7.70% equity ownership on fully converted and diluted basis in Mynd Solutions Private Limited at the aggregate consideration of INR 324.34 Million. This investment has been classified as "Investment at FVTPL" as per Ind-AS 109.

4. During the year ended 31 March 2022, the Company has acquired 10.00% interest on fully converted and diluted basis in Zimyo consulting Private Limited at the aggregate consideration of INR 170.04 Million. This investment has been classified as "Investment at FVTPL" as per Ind-AS 109.

5. During the year ended 31 March 2022, the Company has acquired 16.53% interest on fully converted and diluted basis in Fleetx Technologies Private Limited at the aggregate consideration of INR 914.20 Million. This investment has been classified as "Investment at FVTPL" as per Ind-AS 109.

1 During the previous year ended 31 March 2021, the Company has raised money by the way of Qualified Institutions Placement (''QIP'') and alloted 1,242,212 equity shares of face value INR 10 each to the eligible qualified institutional buyers (QIB) at a price of INR 8,615 per equity share (including a premium of INR 8,605 per equity share) aggregating to INR 10,701.66 Millions on 22 February 2021. The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Expenses incurred in relation to QIP amounting to INR 189.67 Millions has been adjusted from Securities Premium Account which resulted into the QIP''s net proceeds of INR 10,511.99 millions .

Out of these proceeds, the company has utilised till 31 March, 2022 INR 3,954.17 Millions (31 March, 2021 : Nil) towards purposes specified in the placement document from the date of QIP. The balance amount of QIP''s net proceeds remain invested in liquid instruments. Out of the amount utilised during the year INR 773.45 Million has been utilised through Tradezeal Online Private limited, the wholly owned subsidiary of the company, details of the same are given below :

12 SHARE CAPITAL (Contd.)

Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lend or invest in party identified by or on behalf of the company (Ultimate Beneficiaries).The company has not received any funds from any party(s) (Funding Party) with the understanding that the company shall whether directly or indirectly lend or invest in other persons or entities identified by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

a) Terms/ rights attached to equity shares:

1) The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity is entitled to one vote per share.

2) I n event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Shares reserved for issue under options

Information relating to the Company''s share based payment plans, including details of options and SAR units issued, exercised and lapsed during the financial year. Options and SAR units outstanding at the end of the reporting period, is set out in note 28.

Nature and purpose of reserves and surplus:

a) Securities premium: The Securities premium account is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013.

b) General reserve: The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes, as the same is created by transfer from one component of equity to another.

c) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensation related to share based awards issued to employees under Company''s Share based payment scheme.

d) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurement gains/losses on defined benefit plans.

25 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the earnings for the period attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the period.

Diluted EPS are calculated by dividing the earnings for the period attributable to the equity holders of the Company by weighted average number of equity shares outstanding during the period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following reflects the income and share data used in the basic and diluted EPS computations:

There are potential equity shares for the period ended 31 March 2022 and 31 March 2021 in the form of share based awards granted to employees which have been considered in the calculation of diluted earning per share.

For the year ended 31 March 2022 : 24,722 (31 March 2021: Nil) SAR units of employees share based awards were excluded from the calculation of diluted weighted average number of ordinary shares as their effect would have been anti-dilutive.

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27 DEFINED BENEFIT PLAN AND OTHER LONG-TERM EMPLOYEE BENEFIT PLAN

The Company has a defined benefit gratuity plan. Every employee who has completed statutory defined period of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurance company in form of qualifying insurance policy. This defined benefit plan exposes the Company to actuarial risks, such as longevity risk, interest rate risk and salary risk.

b) The following methods / assumptions were used to estimate the fair values:

i) The carrying value of Deposits with Banks, Inter-corporate deposits with Financial institutions, trade receivables, cash and cash equivalents, loans to employees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments. These have been assessed basis counterparty credit risk.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds, alternative investment funds and investment trust is based on quoted market prices at the reporting date. We do not expect material volatility in these financial assets.

iv) Fair value of debt instruments of subsidiaries and equity/preference instruments of other entities is estimated based on replacement cost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.

v) With effect from 1 April 2021, the fair value of quoted bonds is determined using observable market''s inputs and is classified as Level 2 as against earlier classification of Level 1.

vi) Fair value of the quoted bonds and debentures is determined using observable market''s inputs and is classified as Level 2.

e) During the year ended 31 March 2022 and 31 March 2021, there were no transfer due to re-classification into and out of Level 3 fair value measurements.

30 CAPITAL MANAGEMENT

The Company manages its capital to ensure that the company will be able to continue as a going concern while maximising the returns to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of no debts and only equity of the company.

The Company is not subject to any externally imposed capital requirements.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risks associated with each class of capital requirements and maintenance of adequate liquidity.

31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

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

i) Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s cash and bank balances, trade receivables, investments in mutual funds, bonds, loans and security deposits.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk management considers available reasonable and supportive forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).

Trade receivables

The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Company is not exposed to significant credit risk on trade receivables.

Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, debentures, units of alternative investment funds and units of investment trust.

The company maintains its cash and cash equivalents, bank deposits, inter-corporate deposits and investment in mutual funds, bonds, debentures, units of alternative investment funds and units of investment trust with reputed banks and financial institutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Security deposits and Loans

The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit risk based on the financial position of parties and Company''s historical experience of dealing with the parties.

ii) Liquidity risk management

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

Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Maturities of financial liabilities

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual payments:

iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutual funds, bonds, debentures, units of alternative investment funds, units of investment trust and investment in other entities.

a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the company''s operating activities (when revenue or expense is denominated in a foreign currency). The company''s exposure to unhedged foreign currency risk as at 31 March 2022 and 31 March 2021 is not material. Currency risks related to the principal amounts of the company''s US dollar trade receivables.

b) Interest rate risk

I nvestment of short-term surplus funds of the company in liquid schemes of mutual funds, bonds, debentures, units of alternative investment fund and investment trust provides high level of liquidity from a portfolio of money market securities and high quality debt and categorized as ''low risk'' product from liquidity and interest rate risk perspectives.

32 SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company has only one business segment which is business-to-business e-marketplace, which acts as an interactive hub for domestic and international buyers and suppliers and operates in a single business segment based on the nature of the products, the risks and returns, the organization structure and the internal financial reporting systems. Hence the company falls within a single operating segment "Business to business e-marketplace".

Terms and conditions of transactions with related parties

The transactions with related parties are entered on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial period through examining the financial position of the related party and the market in which the related party operates.

Below is the basis of classification of various function wise expenses mentioned above:

Customer service cost

Customer service cost primarily consists of employee benefits expense for employees involved in servicing of our clients; website content charges (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our paying suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our paying suppliers as a part of our subscription packages (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count; collection charges; domain registration & renewal charges (included in "Internet and other online expenses" in Note 24) for serving our clients.

Selling & Distribution Expenses

Selling & Distribution Expenses primarily consists of employee benefits expense for employees involved in acquisition of new paying suppliers; Outsourced sales cost i.e. costs incurred in connection with our outsourced telephone sales team and field sales team, other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count.

Technology & Content Expenses

Technology and content expenses include employee benefits expense for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our website and mobile application, curation and display of products and services made available on our websites, and digital infrastructure costs; Data Verification & Enrichment

i.e. amount paid to third parties to maintain and enhance our database (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our free suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to buyers and free suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our free suppliers (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on

34 THE COMPANY HAS PROVIDED FOLLOWING FUNCTION WISE RESULTS OF OPERATIONS ON A VOLUNTARY BASIS (Contd.) employee count; Complaint Handling (1-800) Exp. (included in "Customer Support Expenses" in Note 24); Server Exp. (Web Space for Hosting), Software Expenses, Server Exp. (Google Emails-Employees) & Website Support & Maintenance (included in "Internet and other online expenses" in Note 24).

Marketing Expenses

While most of our branding and marketing is done by our field sales representatives through face to face meetings with potential customers (included in Selling & Distribution Expenses), our branding is aided by our spending on marketing, such as targeted digital marketing, search engine advertisements and offline advertising, and we also engage in advertising campaigns from time to time through television and print media. Employee benefits expense for employees involved in marketing activities are also included in marketing expenses.

Other Operating Expenses

Other operating expenses primarily include employee benefits expense for our support function employees; expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated basis employee count; browsing & connectivity-branch & employees (included in "Internet and other online expenses" in Note 24); telephone expenses-branch & employees (included in "Communication Costs" in Note 24); recruitment and training expenses; legal and professional fees and other miscellaneous operating expenses.

35 CONTINGENT LIABILITIES AND COMMITMENTS

a) Contingent liabilities

1. On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers altered historical understandings of such obligations, extending them to cover additional portions of the employee''s income. However, the judgment isn''t explicit if such interpretation may have retrospective application resulting in increased contribution for past and future years for certain employees of the Company. The Company, based on an internal assesssment, evaluated that there are numerous interpretative challenges on the retrospective application of the judgment which results in impracticability in estimation of and timing of payment and amount involved. As a result of lack of implementation guidance and interpretative challenges involved, the Company is unable to reliably estimate the amount involved. Accordingly, the Company shall evaluate the amount of provision, if any, on there being further clarity on the matter.

2. The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, financial position, results or cash flows of the Company, with respect to loss contingencies for legal and other contingencies as at 31 March 2022.

3. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

b) Capital and other commitments

- As at 31 March 2022, the Company has NIL capital commitment (31 March 2021: 13 Millions).

- The Company will provide financial support to its wholly owned subsidiaries, so as to meet their liabilities as and when the same is required.

39 EVENTS AFTER THE REPORTING PERIOD

a) The Company has evaluated all the subsequent events through 28 April 2022 which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in the standalone financial statements.

b) The company acquired 100% equity ownership in Busy Infotech Private Limited on 06 April 2022 for the aggregate consideration of INR 5,000 Million thereby becoming the wholly owned subsidiary of the Company.

c) Dividend

Dividends declared by the Company are based on the profit available for distribution. On April 28 2022 the Board of Directors of the Company have proposed a final dividend of INR 2/- per share in respect of the year ended 31 March 2022.

---

Mar 31, 2021

Nature and purpose of reserves and surplus:

a) Securities premium:The Securities premium account is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013.

b) General reserve: The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes, as the same is created by transfer from one component of equity to another.

c) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensation related to share based awards issued to employees under Company''s Share based payment scheme.

d) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurement gains/losses on defined benefit plans.

25(a) EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the earnings/(loss) for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS are calculated by dividing the earnings/(loss) for the year attributable to the equity holders of the Company by weighted average number of equity shares outstanding during the period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following reflects the income and share data used in the basic and diluted EPS computations:

27 DEFINED BENEFIT PLAN AND OTHER LONG-TERM EMPLOYEE BENEFIT PLAN

The Company has a defined benefit gratuity plan. Every employee who has completed statutory defined period of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurance company in form of qualifying insurance policy. This defined benefit plan exposes the Company to actuarial risks, such as longevity risk, interest rate risk and salary risk.

The amount included in the balance sheet arising from the company''s obligation in respect of its gratuity plan and leave encashment is as follows:

b) The following methods / assumptions were used to estimate the fair values:

i) The carrying value of Deposits with Banks, Inter-corporate deposits with Financial institutions, trade receivables, cash and cash equivalents, loans to employees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments. These have been assessed basis counterparty credit risk.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds and bonds is based on quoted market prices at the reporting date. We do not expect material volatility in these financial assets.

iv) Fair value of debt instruments of subsidiaries and equity/preference instruments of other entities is estimated based on market multiple / replacement cost method / discounted cash flows valuation technique using cash flow projections, discount rate and credit risk.

e) During the year ended March 31, 2021 and March 31, 2020, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.

30 CAPITAL MANAGEMENT

The Company manages its capital to ensure that the company will be able to continue as a going concern while maximising the returns to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of no debts and only equity of the company.

The Company is not subject to any externally imposed capital requirements.

The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risks associated with each class of capital requirements and maintenance of adequate liquidity.

31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Company''s Board oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The

Board is assisted in its oversight role by internal audit. Internal audit undertakes regular reviews of risk management controls and procedures, the results of which are reported to the audit committee.

i) Credit risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s cash and bank balances, trade receivables, investments in mutual funds, bonds, loans and security deposits.

The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk management considers available reasonable and supportive forward-looking information including indicators like external credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, market interest rate).

Trade receivables

The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Company is not exposed to significant credit risk on trade receivables.

Cash and cash equivalents, deposits and investments in mutual funds and bonds

The Company maintaines its cash and cash equivalents, bank deposits, inter-corporate deposits, investment in mutual funds and bonds with reputed banks and financial institutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Security deposits and Loans

The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit risk based on the financial position of parties and Company''s historical experience of dealing with the parties.

ii) Liquidity risk management

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

Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutual funds and bonds.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency). The Company''s exposure to unhedged foreign currency risk as at March 31,2021 and March 31,2020 has been disclosed in note below. Currency risks related to the principal amounts of the Company''s US dollar trade receivables.

32 SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company has only one business segment which is business-to-business e-marketplace, which acts as an interactive hub for domestic and international buyers and suppliers and operates in a single business segment based on the nature of the products, the risks and returns, the organisation structure and the internal financial reporting systems. Hence the company falls within a single operating segment "Business to business e-marketplace".

c) Entities where Individuals and Key Management Personnel (KMP) as defined above exercise significant influence

Mansa Enterprises Private Limited

d) Other related parties

Indiamart Employee Benefit Trust (seperately administered Trust to manage employees share based payment plans of the company)

Indiamart Intermesh Employees Group Gratuity Assurance Scheme (seperately administered Trust to manage post employment defined benefits of employees of the company)

Customer service cost

Customer service cost primarily consists of employee benefits expense for employees involved in servicing of our clients; website content charges (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our paying suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our paying suppliers as a part of our subscription packages (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count; collection charges; domain registration & renewal charges (included in "Internet and other online expenses" in Note 24) for serving our clients.

Selling & Distribution Expenses

Selling & Distribution Expenses primarily consists of employee benefits expense for employees involved in acquisition of new paying suppliers; Outsourced sales cost i.e. costs incurred in connection with our outsourced telephone sales team and field sales team, other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count.

Technology & Content Expenses

Technology and content expenses include employee benefits expense for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our website and mobile application, curation and display of products and services made available on our websites, and digital infrastructure costs; Data Verification & Enrichment i.e. amount paid to third parties to maintain and enhance our database (included in "Content development expenses" in Note 24); PNS charges i.e. rental for premium number service provided to our free suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e. cost of notifications sent to buyers and free suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamart and provided to our free suppliers (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated based on employee count; Complaint Handling (1-800) Exp. (included in "Customer Support Expenses" in Note 24); Server Exp. (Web Space for Hosting), Software Expenses, Server Exp. (Google Emails-Employees) & Website Support & Maintenance (included in "Internet and other online expenses" in Note 24).

Marketing Expenses

While most of our branding and marketing is done by our field sales representatives through face to face meetings with potential customers (included in Selling & Distribution Expenses), our branding is aided by our spending on marketing, such as targeted digital marketing, search engine advertisements and offline advertising, and we also engage in advertising campaigns from time to time through television and print media. Employee benefits expense for employees involved in marketing activities are also included in marketing expenses.

Other Operating Expenses

Other operating expenses primarily include employee benefits expense for our support function employees; expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance allocated basis employee count; browsing & connectivity-branch & employees (included in "Internet and other online expenses" in Note 24); telephone expenses-branch & employees (included in "Communication Costs" in Note 24); recruitment and training expenses; legal and professional fees and other miscellaneous operating expenses.

35 CONTINGENT LIABILITIES AND COMMITMENTS a) Contingent liabilities

1. On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers altered historical understandings of such obligations, extending them to cover additional portions of the employee''s income. However, the judgment isn''t explicit if such interpretation may have retrospective application resulting in increased contribution for past and future years for certain employees of the Company. The Company, based on an internal assesssment, evaluated that there are numerous interpretative challenges on the retrospective application of the judgment which results in impracticability in estimation of and timing of payment and amount involved. As a result of lack of implementation guidance and interpretative challenges involved, the Company is unable to reliably estimate the amount involved. Accordingly, the Company shall evaluate the amount of provision, if any, on there being further clarity on the matter.

2. The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, financial position, results or cash flows of the Company, with respect to loss contingencies for legal and other contingencies as at March 31, 2021.

3. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

b) Capital and other commitments

- As at March 31, 2021, the Company has capital commitment of INR 13 millions (March 31, 2020: Nil).

- The Company will provide financial support to its wholly owned subsidiaries, so as to meet their liabilities as and when the same is required.

36 a) As per section 135 of the Companies Act, 2013, amount required to be spent by the Company on Corporate Social

Responsibility (CSR) during the year ended 31 march 2021 is INR 10.98 (March 31,2020: INR 1.05), computed at 2% of its average net profit for the immediately preceding three financial years. The Company incurred an amount INR 12.49 during the year ended March 31, 2021 (March 31, 2020: INR 1.05), towards CSR expenditure. The Company decided in the meeting of its board of directors to carry forward the excess spent of INR 1.51 for succeeding years.

b) Exceptional item, during the year ended March 31,2020, amounting to INR 68.79 represents fair value change in the carrying value of investment in Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS), held in Tolexo Online Private limited, a wholly owned subsidiary company, due to the current economic conditions.

38 EVENTS AFTER THE REPORTING PERIOD

The Company has evaluated all the subsequent events through 29 April 2021, which is the date on which these standalone financial statements were issued, and no events have occurred from the balance sheet date through that date except for matters that have already been considered in the standalone financial statements.