Indiamart Intermesh Ltd

Dear Member(s),

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

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

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.

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.

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

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.

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.

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).

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')

1. Livekeeping Technologies Private Limited (‘Livekeeping')

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')

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 7.31 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.

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 27.45% 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 (487.04) 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 Rs. 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 Rs. 111.01 million and the net loss after taxation was Rs. (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/SubsidiaryRs. 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.

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.

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:

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:

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

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

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

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

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

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.

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.

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 .

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

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

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

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

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,incompliancewithRule6(1)and6(2)oftheCompanies (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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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'.

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 fromanywhistle-blowerhasbeenreceivedbytheCompany.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.

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 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 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.

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.

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 shareholdermaysendanemailtotheCompanySecretaryand/ 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.

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

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

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

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

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

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

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

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

Reporting of frauds by Auditors

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

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/annualRs.return.aspx.

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

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

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

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.

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.

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/UnpaidRs.UnclaimedRs.Dividend.aspx .

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 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.

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

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

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 cooperation 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.