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IndiaMART InterMESH Ltd.

Directors Report

NSE: INDIAMARTEQ BSE: 542726ISIN: INE933S01016INDUSTRY: Internet & Catalogue Retail

BSE   Rs 2602.90   Open: 2588.20   Today's Range 2584.05
2618.85
 
NSE
Rs 2604.60
+18.40 (+ 0.71 %)
+14.65 (+ 0.56 %) Prev Close: 2588.25 52 Week Range 1850.00
3198.95
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 15635.97 Cr. P/BV 8.33 Book Value (Rs.) 312.72
52 Week High/Low (Rs.) 3198/1900 FV/ML 10/1 P/E(X) 28.39
Bookclosure 06/06/2025 EPS (Rs.) 91.73 Div Yield (%) 1.92
Year End :2025-03 

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

FINANCIAL PERFORMANCE

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

Particulars

Standalone

Consolidated

FY 2025

FY 2024

FY 2025

FY 2024

Revenue from Operations

13,200.58

11,389.94

13,883.44

11,96775

Other Income

2,838.09

1,696.19

2,724.18

2,106.10

Total Income

16,038.67

13,086.13

16,607.62

14,073.85

Employee Benefit Expenses

5,526.38

5,073.75

6,009.86

5,440.72

Financial Cost

37.50

42.70

74.06

89.13

Depreciation and amortisation expenses

205.22

245.78

329.44

364.61

Other Expenses

2,539.91

2,977.46

2645.66

3,213.45

Total Expenses

8,309.01

8,339.69

9,059.02

9,107.91

Exceptional items

-

-

-

(18.23)

Share in Net Profit/(loss) of Associate

-

-

(490.51)

(403.94)

Profit before tax

7729.66

4,746.44

7058.09

4,543.77

Total Tax Expenses

165742

1,124.51

1,551.11

1,204.24

Profit for the year

6072.24

3,621.93

5506.98

3,339.53

Other Comprehensive loss for the financial year

(3.03)

(6.11)

(4.24)

(6.81)

Total Comprehensive income/(loss) for the financial year

6,069.21

3,615.82

5,502.74

3,332.72

Earnings per Equity Share (H) - Face value of H 10/- each

101.26

59.84

91.84

55.18

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

REVIEW OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS

The highlights of the Company's performance on Standalone

basis are as under:

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

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

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

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

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

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

DIVIDEND

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

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

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

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS

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

• In the nature of Company's Business, and

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

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

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

Wholly owned Subsidiary Companies:

1. Busy Infotech Private Limited ('BUSY')

(Formerly known as Tolexo Online Private Limited')

2. Tradezeal Online Private Limited ('TOPL')

3. PayWith Indiamart Private Limited ('PWIPL')

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

Subsidiary Company:

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

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

2. Mobisy Technologies Private Limited ('Mobisy')

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

4. Truckhall Private Limited ('SuperProcure')

5. Adansa Solutions Private Limited ('Realbooks')

6. Edgewise Technologies Private Limited ('EasyEcom)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. Truckhall Private Limited ('SuperProcure') was

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A) Ceased to be Associate

Shipway Technology Private Limited ('Shipway'): The

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

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

A) Became Associate

Fleetx Technologies Private Limited ('Fleetx'), was

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

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

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

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

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

SHARE CAPITAL

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

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

Amount (In H)

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

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

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

Stock Options allotted during the Financial 5,30,000

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

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

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

EMPLOYEES STOCK BENEFIT SCHEMES

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

Indiamart Employee Stock Benefit Scheme 2018

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Appointment of Independent Director:

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

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

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

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

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

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

B) Appointment of Whole-Time Director:

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

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

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

C) Resignation of Independent Director:

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

D) Director liable to Retire by Rotation

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

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

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

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

E) Change in Key Managerial Personnel (KMP):

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

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

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

Meetings of the Board of Directors

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

Declaration by Independent Directors

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

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

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

Board Diversity

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

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

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

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

Familiarization Programme for Independent Directors

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

Particulars of the Committee

Mr. Dinesh
Chandra
Agarwal

Mr. Brijesh
Kumar
Agrawal

Mr. Dhruv
Prakash

Mr. Vivek
Narayan
Gour

Ms. Pallavi
Dinodia Gupta

Mr. Rajesh
Sawhney

Mr. Manish Vij

Audit

-

-

Member

Chairman

Member

Member

-

Nomination and Remuneration

-

-

Member

Chairman

Member

Member

-

Stakeholders' Relationship

-

Member

Member

Chairman

-

-

-

Corporate Social Responsibility
& Sustainability

-

Member

-

Chairman

Member

-

-

Risk Management

-

-

Member

Member

Chairperson

Member

-

Investment and Finance

-

Member

-

Member

-

Chairman

-

Share Allotment

Member

Member

Chairman

-

-

-

-

Independent Directors

Member

Chairperson
& Lead
Independent
Director

Member

Member

COMMITTEES OF THE BOARD

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

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

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

EVALUATION OF THE BOARD'S PERFORMANCE

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

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

The Board expressed its satisfaction on the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

LISTING OF SHARES

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

UTILISATION OF QIP PROCEEDS

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

AUDIT COMMIITTEE

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

CORPORATE SOCIAL RESPONSIBILITY &
SUSTAINAIBILITY ('CSRS')

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT

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

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

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

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

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

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

AUDITORS

a) Statutory Auditors

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

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

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

b) Internal Auditors

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

c) Secretarial Auditors

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

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

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

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

Reporting of frauds by Auditors

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

EXTRACT OF ANNUAL RETURN

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

PREVENTION OF SEXUAL HARASSMENT

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

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

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

CERTIFICATIONS

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

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

No. of Complaints received : Nil

No. of Complaints disposed-off : Nil

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

Nature of action taken by the Company : Nil

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

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

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

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption

and foreign exchange earnings and outgo stipulated under Section

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

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

OTHER STATUTORY DISCLOSURES

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

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

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

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

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

f) COMPLIANCE OF SECRETARIAL STANDARDS: The

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board

For IndiaMART InterMESH Limited

Brijesh Kumar Agrawal Dinesh Chandra Agarwal

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

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


 
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