The Board of Directors of your Company take pleasure in presenting the Twenty-Sixth (26th) Annual Report of IndiaMART InterMESHLimited ('Company'), on the business and operations of the Company together with Audited Standalone & Consolidated FinancialStatements 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:
Particulars
Standalone
Consolidated
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 IndianAccounting 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
The highlights of the Company's performance on Standalone
basis are as under:
a) Revenue from Operations reached to H 13,200.58 million inFY 2025 as against H 11,389.94 million in FY 2024, a growth ofaround 15.9% year on year.
b) Collections from customers reached to H 15,256.49 million inFY 2025 as against H 13,992.96 million in FY 2024 and DeferredRevenue increased to H 16,002.91 million representing a YoYgrowth of 14.7%.
c) The total income increased by 22.6% from H 13,086.13 millionin 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 comparisonwith H 3,338.73 million in FY 2024.
e) Profit before tax (PBT) from ordinary activities is H 7,729.66million in FY 2025 as against H 4,746.44 million in FY 2024.
The operational performance highlights have beencomprehensively discussed in Management Discussionand Analysis Report forming an integral part of thisIntegrated Annual Report.
Based on Company's Performance and in terms of DividendDistribution Policy of the Company, the Board of Directors in itsmeeting held on Tuesday, April 29, 2025, recommended a finaldividend of H 30 (i.e., 300%) for FY 2025 and a special dividendof 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 AnnualGeneral Meeting ('AGM') of the Company and shall be subjectto deduction of tax at source. The Dividend will be payable toall those members whose names will appear in the Register ofMember maintained by the Company's Registrar and TransferAgents / List of Beneficial Owners, as received from NationalSecurities Depository Limited and Central Depository Services(India) Limited as on the record date.
Pursuant to Regulation 43A of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), the Company hasformulated and implemented the Dividend Distribution Policy('Policy') which is displayed on Company's Website. Further,the Policy was reviewed, evaluated and modified by theBoard of Directors in their meeting held on April 29, 2025, toalign the said policy in accordance with the current internalpractices and legal requirements. The web-link for the same ishttps://investor.indiamart.com/CorporateGovernance.aspx.
TRANSFER TO RESERVES
The Company has not transferred any amount to the GeneralReserve for the financial year ended March 31, 2025.
MATERIAL CHANGES AND COMMITMENTS
As prescribed under Section 134(3) of the Act, there have beenno material changes and commitments affecting the financialposition of your Company which occurred between the end of thefinancial year of the Company and date of this report, except asdisclosed elsewhere in report:
• In the nature of Company's Business, and
• In the Company's Subsidiaries or in the nature of businesscarried out by them.
AMALGAMATION AMONGST BUSY INFOTECHPRIVATE LIMITED, HELLO TRADE ONLINEPRIVATE LIMITED AND TOLEXO ONLINE PRIVATELIMITED (WHOLLY-OWNED SUBSIDIARIES OF THECOMPANY)
A Scheme of Amalgamation ('Scheme') amongst Busy InfotechPrivate Limited, Hello Trade Online Private Limited and TolexoOnline Private Limited, wholly-owned subsidiaries of theCompany under the provisions of Sections 230 to 232 and otherapplicable provisions of the Companies Act, 2013 was approvedby 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 theNCLT on February 12, 2025 and filed the same with Registrar ofCompanies on February 14, 2025, which is an effective date ofthe Scheme. Accordingly, Busy Infotech Private Limited and HelloTrade Online Private Limited stands dissolved. The appointed datefor the Scheme was April 1, 2023.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATECOMPANIES
As on March 31, 2025, the Company has four (4) Wholly-ownedSubsidiary 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')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')
1. Busy Infotech Private Limited ('BUSY') (Formerly knownas Tolexo Online Private Limited'), was incorporated onMay 28, 2014, as a wholly-owned subsidiary of the Company.
Busy is engaged in the business of providing BusinessAccounting Software & Solutions, which are easy-to-use,powerful & scalable, and is one of the largest accountingsoftware companies in India. Busy offers its BusinessAccounting Software & Solutions on Desktop, Cloud & Mobile- all three platforms. Apart from enabling the companies tomanage their business accounting, it also provides themwith options to do GST billing, GST return filing, TDS/TCS &Inventory management. It is also engaged in the business ofbuilding a cloud-based solution for SME businesses to helpthem manage their business with increased efficiency.
Pursuant to the Scheme of Amalgamation ('Scheme')amongst Busy Infotech Private Limited, Hello Trade OnlinePrivate Limited and Tolexo Online Private Limited, wholly-owned subsidiaries of the Company, the following are thedevelopments during FY 2025:
a) Change of name from 'Tolexo Online Private Limited'changed to 'Busy Infotech Private Limited' videCertificate of incorporation dated March 21, 2025.
b) Alteration of the Memorandum of Association andArticles of Association by altering the Name Clause,Main Objects and Capital Clause.
During FY 2025, BUSY's total Income was H 761.72 millionand net profit after taxation was H 115.46 million.
2. Livekeeping Technologies Private Limited ('Livekeeping'),
was incorporated on January 28, 2015 and it became asubsidiary of the Company on May 23, 2022. Livekeepingoffers value added services to businesses over their existingon-premises accounting software like Tally. It provides desktopbased digital integration with on premise accounting softwarewhich syncs the data automatically to its application enablingthe user to view their accounting data on their mobile as wellas web. Businesses can access, analyse and share accounting
information like sales, receivables, outstanding paymentsin real time through Livekeeping application. Further, thehigher value subscription package also enables generation ofe-invoices and eway bills through the app and Web.
During FY 2025, Livekeeping's total Income was H 36.58million 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 subsidiaryof the Company. The main object of TOPL is to carry outbusiness related to Investment and allied activities bymaking strategic investments in multiple ventures. Suchinvestments are in line with the Company's long-termobjective of offering various SaaS solutions for businesses.During FY 2025, TOPL made following investments by wayof subscription, purchase or otherwise, in the equity shares,preference shares and/or other securities:
• Acquired 50,000 0.0001% Compulsorily ConvertibleDebentures ('CCDs') of Edgewise Technologies PrivateLimited ('EasyEcom') on fully converted and dilutedbasis for an aggregate consideration of approximatelyH 5 crores aggregating to 26.01% in the share capital ofEasyEcom, on fully diluted basis;
• Acquired 6,565 Compulsorily Convertible PreferenceShares ('CCPS') of Truckhall Private Limited('SuperProcure') on fully converted and diluted basisfor an aggregate consideration of approximately H 10crores aggregating to 35.04% in the share capital ofSuperProcure, on fully diluted basis;
• Disinvested the entire stake of 26% of share Capital inShipway Technology Private Limited ('Shipway').
During FY 2025, TOPL has no revenue, however its totalIncome from other sources was H 121.84 million and net profitafter taxation was H 95.93 million.
4. Pay With Indiamart Private Limited ('PWIPL'), was
incorporated on February 07, 2017, as a wholly-ownedsubsidiary of the Company. PWIPL is engaged in providingthe facility of receiving payments on behalf of paid sellingadvertisers of the Company.
During FY 2025, PWIPL's total income was H 731 million andnet loss after taxation was H (1.56) million.
5. IIL Digital Private Limited ('IIL Digital') was incorporatedon August 27, 2024, as a wholly-owned subsidiary of theCompany. IIL Digital operates in the business of providing adigital marketplace for connecting business users with theproviders of credit facilities based on their profile. This platformis intended to help business users understand their profile andthe facilities available to them.
During FY 2025, IIL Digital total income was H 0.21 millionand 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 businessof selling 'Vyapar, a Business Accounting Software (bothmobile app as well as desktop versions) with Billing, GSTInvoice, Stock Inventory & Accounting solutions. Vyapar hasbecome our Associate company on September 05, 2019.
During FY 2025, the Company made an investment in Vyaparby acquiring 935 equity shares and subscribing to 5,564Compulsorily Convertible Preference Shares from existinginvestors of Vyapar amounting to ~H 111. 87 million. Consequentto the said acquisition, the aggregate shareholding of theCompany in Vyapar increased from 2745% to 28.70% of itspaid up share capital on fully diluted basis in Vyapar.
As on March 31, 2025, the Company holds 28.70% of itspaid-up share capital on fully diluted basis in Vyapar.During FY 2023-24, its total Income H 503.12 million and thenet loss after taxation was H (681.03) million.
2. Mobisy Technologies Private Limited ('Mobisy'):
was incorporated on February 04, 2008. It is engaged ina business of developing web and mobile applicationsin relation to sales force and downstream supply chainautomation solutions. It's main product, Bizom, is a SaaSbased end to end retail intelligence platform for brandsand retailers. It allows businesses to digitize their salesand distribution using Sales Force Automation (SFA),Distributor Management System (DMS), and retail executionand management solutions. It uses a proprietary analyticsengine with AI and ML to deliver custom reports, alerts andactionable insights to businesses. Mobisy has become ourAssociate company on November 15, 2022.
During FY 2025, 1600,000 Compulsorily ConvertibleDebentures ('CCD's) already subscribed by the Company inMobisy, in one or more tranches, were converted to 88,104,0.001% Compulsorily Convertible Preference Shares of facevalue of H 1 each to the Company. Additionally, the Companyalso made an investment in Mobisy by acquiring 100 equityshares and subscribing to 91,804 Compulsory ConvertiblePreference Shares from existing investors of Mobisyamounting to ~H 142.64 million during the financial year.
Consequent to the above conversion and acquisition, theaggregate shareholding of the Company in Mobisy increasedfrom 25.08% to 31.33% of its paid-up share capital on fullydiluted basis in Mobisy.
During FY 2025, Mobisy also took loan from the Companyamounting to H 30 million which was repaid during thefinancial 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 andthe 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 thee-commerce business for Industrial and Business suppliesin India, under its brand name 'Industry Buying,' It offers utilityproducts in Maintenance, Repairs and Overhaul ('MRO')categories like power tools, abrasives, electronics, robotics,hand tools and many more such products to its customersprimarily for industrial purposes. Industry Buying hasbecome our Associate company on March 03, 2022.
During FY 2025, pursuant to subscription of additionalshares of Industry Buying by MonotaRO Co., Ltd., it's existingshareholder, the shareholding of the Company in IndustryBuying diluted from 26.45% of the share capital (on a fullydiluted basis) to 23.69% of the share capital (on a fully dilutedbasis) of Industry Buying.
As on March 31, 2025, the Company holds 23.69% in theshare capital of Industry Buying on fully diluted basis. DuringFY 2023-24, its total Income was H 491.15 million and the netloss after taxation was H (48704) million.
4. Truckhall Private Limited ('SuperProcure') was
incorporated on August 18, 2016. It is engaged in thebusiness of software development for logistics andtransportation management under the brand name'SuperProcure' SuperProcure is a SaaS based end to endTransport Management Solution that digitizes the entirefreight sourcing, dispatch monitoring and freight settlementprocess of the logistics department of manufacturing andconstruction enterprises. It allows logistics departments tofind the best possible rates through a transparent biddingand auction structure, thus saving costs. SuperProcure hasbecome our Associate company on June 05, 2021.
Post March 2025, the Company indirectly through itswholly-owned subsidiary, Tradezeal Online Private Limited('Tradezeal'), made an investment in SuperProcure bysubscribing to 6,565 Compulsorily Convertible PreferenceShares amounting to H 10 crores. Further, during the year,30,000, 0.0001% Compulsorily Convertible Debentures('CCD's) already subscribed by the Company inSuperProcure, in one or more tranches, were converted to1969, 0.001% Compulsorily Convertible Preference Shares offace value of H 10 each of the Company.
Consequent to the said above transactions/acquisition,the aggregate shareholding of Tradezeal in SuperProcureincreased from 27.42% to 35.04% of its paid-up share capitalon fully diluted basis in SuperProcure.
As on March 31, 2025, the Company indirectly through itswholly-owned subsidiary, Tradezeal Online Private Limited,holds 35.04% of the share capital of SuperProcure on fullyconverted and diluted basis. During FY 2023-24, its totalIncome was H 118.42 million and the net loss after taxationwas H (104.02) million.
5. Adansa Solutions Private Limited ('Realbooks') was
incorporated on May 22, 1973. It is engaged in a businessof offering a cloud-based accounting software product forbusinesses. Furthermore, it enables businesses to createcustomized invoices, attach files to vouchers, and managetheir inventory. It also enables businesses to manage theirdifferent business units at multiple locations from a singledashboard. Realbooks has become our Associate Companyon April 06, 2022.
As on March 31, 2025, the Company, through its whollyowned subsidiary, Tradezeal Online Private Limited, holds26.01% of its paid-up share capital on fully diluted basis inRealBooks. During FY 2023-24, its total Income was H 49.71million 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 SaaSbasedonline commerce enablement solutions to the merchantsunder the brand name EasyEcom. It's flagship inventoryand warehouse management solutions allow merchants toallocate, track, and reconcile inventory across various onlineand offline sales channels. It also offers additional moduleswhich automate other back office functions of merchants,such as shipping related payments reconciliation andreturns reconciliation. EasyEcom has become our Associatecompany on January 03, 2022.
During FY 2025, the Company indirectly through itswholly-owned subsidiary, Tradezeal Online PrivateLimited ('Tradezeal'), made an investment in EasyEcom bysubscribing to 50,000 0.0001% Compulsorily ConvertibleDebentures ('CCDs') amounting to H 5 crores.
As on March 31, 2025, the Company indirectly through itswholly-owned subsidiary, Tradezeal Online Private Limited,holds 26.01% share capital of EasyEcom on fully convertedand diluted basis. During FY 2023-24, its total Incomewas H 111.01 million and the net loss after taxation wasH (91.79) million.
7. Agillos E-Commerce Private Limited ('Aerchain'), was
incorporated on May 05, 2016. It is engaged in the businessof offering SaaS based solutions for businesses to automatetheir procurement operations under its brand name 'Aerchain'Aerchain seamlessly connects relevant stakeholders, bringsvisibility, improves efficiency and spreads intelligenceacross the entire Source to Pay lifecycle of enterprises.Further, through their AI and ML based sourcing engine,they help procurement teams by identifying, analysing andrecommending suppliers to drive cost benefits. Aerchain hasbecome our Associate company on August 16, 2021.
As on March 31, 2025, the Company indirectly through itswholly-owned subsidiary, Tradezeal Online Private Limited,holds 26.23% share capital of Aerchain on fully converted anddiluted basis. During FY 2023-24, its total Income was H 54.11million and the net loss after taxation was H (78.82) million.
During the financial year, the Board of Directors of the Companyreviewed the affairs of its subsidiary and associate company(s).Pursuant to the provisions of Section 136 of the Act, separateaudited accounts of the subsidiaries are available on the websiteof the Company at https://investor.indiamart.com/SubsidiaryFinancials.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 beenprepared including the financial statements of its subsidiary andassociate company(s), which forms integral part of this AnnualReport. A statement containing the salient features of the financialstatements of the subsidiary and associate company(s) and theirperformance is provided in Form AOC-1 which is attached as'Annexure - 1' to this report.
Further, during the year under review, the following are thedevelopments 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 capitalof Shipway on fully converted and diluted basis. ShipwayTechnology Private Limited ('Shipway') ceased to be anAssociate company as the Company through Tradezeal hasdisinvested its entire shareholding, i.e. 26% of Share Capitalby way of sale of 4,088 Compulsorily Convertible PreferenceShares ('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 ofoffering IoT Enabled Fleet Management and TransportationManagement Solutions for fleet owners and transporters.Fleetx helps both fleet operators and businesses to digitizetheir logistics operations and helps them improve safety,efficiency and sustainability of their vehicles and operations.Fleetx platform include Real time Visibility, Improved AssetUtilization, Theft Prevention, Fuel Savings, Improved VendorPerformance. Fleetx has become our Associate company onApril 11, 2025.
The Company made an investment in Fleetx by acquiring808 equity shares and subscribing to 2,226 CompulsorilyConvertible Preference Shares from existing investors ofFleetx amounting to ~H 28.31 crores. Consequent to the saidacquisition, the aggregate shareholding of the Company inFleetx increased from 16.53% to 20.07% of its paid-up sharecapital on fully diluted basis in Fleetx.
During FY 2023-24, its total Income was H 601.4 million andthe net loss after taxation was H (244.1) million.
Further, apart from the above, no other company have become orceased to be subsidiary, joint venture or associate of the Companyduring the financial year.
As on March 31, 2025, there is no material subsidiary of theCompany. The Board of Directors in its meeting held onOctober 19, 2024, reviewed, evaluated & modified the Policyfor Determining Material Subsidiary to align the said policy inaccordance with current internal practice and legal requirement.The Policy for determining material subsidiaries is availableon the Company's website at https://investor.indiamart.com/CorporateGovernance.aspx.
During FY 2025, there is no change in the Authorised Share Capitalof the Company. As on March 31, 2025, the Authorised Capital ofthe Company is H 99,44,25,584/- divided into 9,94,42,460 EquityShares having face value of H 10/- each and 3, 0.01% CumulativePreference Shares having face value of H 328/- each.
The movement of the issued, subscribed and paid-up share capitalof 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 OptionScheme, 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)
Your Company has always believed in motivating employees andrewarding them for their continuous hard work, dedication andsupport, which has led the Company on the growth path. In viewof the above, through the below mentioned scheme, the Companygrants share based benefits to eligible employees:
Pursuant to a resolution of the Board of Directors dated April30, 2018 and the shareholders' resolution dated May 7 2018,the Company instituted an Employee Stock Benefit Scheme. Interms 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 deeddated June 14, 2018, a trust by the name "IndiaMART EmployeeBenefit Trust" ('EBS Trust') has been set up in connection withthe implementation of Indiamart Employee Stock Benefit Scheme2018. The current trustees of the ESOP Trust are Mr. MadhupAgrawal, Mr. Abhishek Bhartia and Ms. Vasudha Bagri. TheEBS Trust has been set up to implement equity-based incentiveschemes of our Company, including the Indiamart Employee StockBenefit Scheme 2018, whereby the Company will initially issue andallot the Equity Shares to the EBS Trust, which will subsequently,transfer the Equity Shares to our employees when they exercisetheir stock options or SAR units.
In terms of the Scheme and resolutions passed by the Board ofDirectors on June 04, 2018 and Shareholders on June 11, 2018, amaximum of 45,492 stock options resulting into 45,492 EquityShares and 1,400,000 SAR units resulting into not more than7,00,000 Equity Shares in aggregate may be granted to eligibleemployees, identified in accordance with the Scheme. Further,the Board of Directors in it's meeting held on July 21, 2022 andthe shareholders in the 23rd Annual General Meeting of theCompany held on September 20, 2022 approved the increasein the equity pool of existing number of resultant equity sharesagainst the SAR units by adding 3,00,000 (Three Lakh Only)fresh equity shares aggregating to not more than 10,00,000 (TenLakh Only) Equity Shares under the Scheme and consequentamendment in the Scheme.
The Scheme is administered and monitored by the Nominationand Remuneration Committee of the Company.
During FY 2025, all vested 10,401 ESOP options and 18,324SARs units were duly exercised. SAR units and ESOP optionsso exercised resulted in transfer of 56,124 Equity Shares of theCompany. The details of the Employee Stock Options/SARs asper Rule 12 of the Companies (Share Capital and Debentures)Rules, 2014 is attached as 'Annexure - 7 to this Report. Furtherthe Nomination and Remuneration Committee granted 26,950SARs units to the eligible employees of the Company and of it'ssubsidiaries under the Indiamart Employee Benefit Scheme, 2018of the Company.
During the financial year, apart from the above mentioned changes,no other change has been made in the scheme and the schemeis in line with SEBI (Share Based Employee Benefits and SweatEquity) Regulations, 2021 ("the SEBI (SBEB & SE) Regulations").A Certificate from M/s. Chandrasekaran Associates, CompanySecretaries, Secretarial Auditors of the Company for the FY2024-25 that the Scheme is implemented in accordance with theSEBI (SBEB & SE) Regulations would be available at the AGMfor the inspection by the members. The applicable disclosuresas stipulated under SEBI (SBEB & SE) Regulations regardingEmployees Stock Option Plan of the Company as on March31, 2025 is available on the website of the Company at https://investor.indiamart.com/ESOP Disclosure.aspx.
During FY 2025, the Board of Directors, on therecommendations of the Nomination and RemunerationCommittee (NRC), in its meeting held on January 21, 2025approved and recommended to the shareholders for theirapproval, the appointment of Mr. Manish Vij (DIN: 00505422)as an Independent Director of the Company, not liableto 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 shareholdersof the Company on March 7 2025, by way of Postal Ballot,for the appointment of Mr. Manish Vij as an IndependentDirector of the Company. He is not debarred from holdingoffice of a director by virtue of any SEBI Order or any othersuch authority.
Subsequent to the end of financial year and till the date ofthis Report, the Board of Directors in its meeting held onTuesday, 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 aperiod of three (3) consecutive years w.e.f. April 29,2025, subject to the approval of the shareholders inthe ensuing Annual General Meeting of the Company.He is not debarred from holding office of a director byvirtue 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 forperiod of five (5) consecutive years w.e.f October 20,2025 to October 19, 2030, subject to the approval of theshareholders in the ensuing Annual General Meeting ofthe Company. She is not debarred from holding officeof a director by virtue of any SEBI Order or any othersuch 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 ofMr. Manish Vij, Mr. Sandeep Kumar Barasia & Ms. PallaviDinodia Gupta as an Independent Director(s) were madeafter due veracity of their integrity, expertise and experience(including the proficiency) and fulfils the conditions specifiedin the Act and under Listing Regulation.
During FY 2025, the Board of Directors, on therecommendations of the Nomination and RemunerationCommittee ('NRC'), in its meeting held on January 21, 2025approved and recommended to the shareholders for theirapproval, the appointment of Mr. Manoj Bhargava (DIN:08267536) as Whole-time Director of the Company, liableto 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 ofthe Company on March 7 2025, by way of Postal Ballot for theappointment of Mr. Manoj Bhargava as a Whole-time Directorof the Company, He is not debarred from holding office of adirector by virtue of any SEBI Order or any other such authority,
He will continue to oversee the Legal, Company Secretarialfunctions as a Company Secretary along with the CorporateSocial Responsibility function of the Company.
During FY 2025, Mr. Aakash Chaudhry (DIN: 00106392)tendered his resignation as an Independent Director of theCompany with effect from January 21, 2025 due to personalreasons. He also confirmed that there are no materialreasons for his resignation other than those provided in hisresignation letter. The intimation which has been furnishedto stock exchanges can be accessed at https://investor.indiamart.com/CorporateAnnouncements.aspx.
Pursuant to Section 152 and other applicable provisions of theAct, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shallretire 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 Directorof the Company, is liable to retire by rotation at the ensuingAGM and being eligible, offer himself for re-appointment. TheBoard of Directors of the Company, on the recommendationsof NRC, recommends his re-appointment for considerationby the members of the Company at the ensuing AGM untilthe conclusion of the 27th AGM of the Company.
A brief profile, expertise of Director and other detailsas required under the Act, Regulation 36 of the ListingRegulations and Secretarial Standards - 2 notified by Ministryof Corporate Affairs related to the Director proposed to beappointed 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 CorporateGovernance Report forming an integral part of this Report.
During FY 2025, the Board of Directors in their meeting heldon April 5, 2024 took note of the resignation of Mr. PrateekChandra as Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from the end of theday of June 14, 2024, on account of his transition to a newrole of Chief Strategy Officer within the Company with effectfrom June 15, 2024. He continued to be Senior ManagementPersonnel of the Company.
Further, the Board of Directors, on the recommendations ofNRC, in their meeting held on April 5, 2024 also approvedthe appointment of Mr. Jitin Diwan as Senior ManagementPersonnel of the Company in the role of Chief FinancialOfficer Designate of the Company w.e.f. May 15, 2024 andChief Financial Officer and Key Managerial Personnel of theCompany w.e.f. June 15, 2024.
Furthermore, the Board of Directors on the recommendationof NRC in its meeting held on January 21, 2025 approvedthe appointment of Ms. Vasudha Bagri as the Complianceofficer and Key Managerial Personnel of the Companyw.e.f. January 22, 2025 and took note of the resignation ofMr. Manoj Bhargava as the Compliance Officer of theCompany w.e.f. January 21, 2025.
Meetings of the Board of Directors
During FY 2025, five (5) board meetings were held. Thedetails of the meetings of the Board of Directors and itsCommittees 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, theIndependent Directors of the Company have given theirdeclarations to the Company that they meet the criteria ofindependence as provided under Section 149(6) of the Actread along with Rules framed thereunder and Regulation 16(1)(b) & 25(8) of the Listing Regulations and are not disqualifiedfrom continuing as an Independent Director of the CompanyThe Independent Directors have also confirmed that they arenot aware of any circumstance or situation, which exists ormay be reasonably anticipated, that could impair or impacttheir ability to discharge their duties with an objectiveindependent 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 registeredthemselves with the Indian Institute of Corporate Affairs(IICA). The Policy on Terms of Engagement of IndependentDirectors is applicable for the period under review.
Based on the disclosures received, the Board is of theopinion that, all the Independent Directors fulfil theconditions specified in the Act and Listing Regulations andare independent of the management.
Board Diversity
The Company recognizes and embraces the importance of adiverse Board in its success. We believe that a truly diverseBoard will leverage differences in thought, perspective,knowledge, skill, regional and industry experience, culturaland geographical background, age, ethnicity & gender,which will help us retain our competitive edge. Your Boardcomprises of experts in the field of Finance, CorporateGovernance, Technology in Financial Inclusion, EnterpriseManagement, People Management and Leadership skills.
Your Company has also appointed an Independent WomanDirector on the Board. She is also a Lead IndependentDirector acting as a bridge between the independentdirectors and the management, offering guidance to theindependent directors and guaranteeing the Board'sefficiency by managing the flow of information provided tothe Board, ensuring its quality, quantity, and timeliness.
In terms of Regulation 19 of Listing Regulations and underPart D, Schedule II to the said Regulations, a Board DiversityPolicy has been framed, and duly approved by Nominationand Remuneration Committee of the Board.
The Board Diversity Policy of the Company can be accessedon the Company's website i.e., https://investor.indiamart.com/CorporateGovernance.aspx.
Familiarization Programme for Independent Directors
The Company familiarizes the Independent Directors withthe Company, their roles, rights and responsibilities in theCompany, nature of the industry in which the Companyoperates, business model of the Company, etc., throughvarious programme at periodic intervals.
Particulars of the Committee
Mr. DineshChandraAgarwal
Mr. BrijeshKumarAgrawal
Mr. DhruvPrakash
Mr. VivekNarayanGour
Ms. PallaviDinodia Gupta
Mr. RajeshSawhney
Mr. Manish Vij
Audit
Member
Chairman
Nomination and Remuneration
Stakeholders' Relationship
Corporate Social Responsibility& Sustainability
Risk Management
Chairperson
Investment and Finance
Share Allotment
Independent Directors
Chairperson& LeadIndependentDirector
COMMITTEES OF THE BOARD
The Company has several committees, which have been established as part of best corporate governance practices and comply withthe requirements of the relevant provisions of applicable laws and statutes. The Committees and their Composition as on March 31, 2025are as follows:
As a part of the ongoing familiarization process of theCompany, Independent Directors were apprised, duringand/or after quarterly Board Meetings, by the ManagingDirector and Chief Executive Officer and/or Whole-timeDirector about the operations of the Company, marketscenario, governance, internal control processes and otherrelevant matters including strategy, important developmentsand new initiatives undertaken by the Company in additionto the strategy meet held atleast once a year.
Further, around the quarterly Board Meetings, the SeniorManagement Personnel made presentations on relevant topicsincluding business, markets, controls, changes in the regulatoryframework and business environment having an impact on theCompany to the Directors of the Company.
Pursuant to applicable provisions of the Act and the ListingRegulations, the Board, in consultation with its Nomination andRemuneration Committee, has formulated a framework containing,inter-alia, the criteria for performance evaluation of the entireBoard 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 inaccordance with the framework. The details of evaluation processof the Board as a whole, its Committees and individual Directors,including Independent Directors has been disclosed in the CorporateGovernance 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 oftheir knowledge and belief and according to the information &explanations obtained by them, confirm that:
a) in the preparation of annual accounts, the applicableaccounting standards have been followed, along withproper explanation relating to material departures,wherever applicable;
b) the Directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent, so as to give atrue and fair view of the state of affairs of the Company as onMarch 31, 2025 and of the profit and loss of the Company forthe period ended on that date;
c) the Directors had taken proper and sufficient care formaintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on agoing concern basis;
e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and were operating effectively;
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively
The Company has formulated and adopted the Nominationand Remuneration Policy ('NRC Policy') in accordance with theprovisions of Act read with the Rules issued thereunder and theListing Regulations.
During FY 2025, the Policy was reviewed, evaluated andmodified by the Board of Directors, on recommendations ofNRC, in their meeting held on January 21, 2025, to align the saidpolicy in accordance with the current internal practices andlegal requirements.
The NRC Policy of the Company can also be accessed onthe Company's website at https://investor.indiamart.com/CorporateGovernance.aspx. The salient features of the NRC Policyhave been disclosed in the Corporate Governance Report formingan 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') witheffect from July 04, 2019.
Pursuant to SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2018, Sections 42 and 62 of the Act, the Companyallotted 12,42,212 equity shares through Qualified InstitutionalPlacement ('QIP') at an issue price of H 8,615 per equity share(including a premium of H 8,605 per equity share) aggregating to H10,701.66 million on February 22, 2021. The proceeds of funds raisedunder QIP of the Company are utilised as per Objects of the Issue. Thedetails of the utilisation of the funds raised have been provided in theCorporate Governance Report forming an integral part of this Report.
The terms of reference, meetings and attendance have beendisclosed in the Corporate Governance Report forming anintegral part of this Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directorsof the Company.
Your Company believes in the philosophy of transformingbusinesses and lives through our constant efforts and actionsfor empowering societies. With a mission to achieve long-termsocio-economic development of the communities, the Companyhas focused its Corporate Social Responsibility ('CSR') initiativeson programs that bring sustainable change in education, theenvironment, and healthcare systems. Being a responsiblecorporate citizen, our initiatives are focussed at deliveringmaximum value to the society, under our CSR initiatives.
The Company constituted Corporate Social ResponsibilityCommittee in accordance with the provisions of the Act. DuringFY 2023, to ensure sustainability being observed at Board level,the Board of Directors expanded the scope of the Committeeand renamed the same as Corporate Social Responsibility &Sustainability Committee ('CSRS Committee').
Further, the Company has Sustainability Policy of the Companyoutlining the organization's commitments to sustainability anda framework for action to achieve its sustainability goals. TheSustainability 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 Agrawaland Ms. Pallavi Dinodia Gupta. Mr. Vivek Narayan Gour is theChairman of CSRS Committee.
In accordance with the provisions of Section 135 of the Act readwith the Companies (Corporate Social Responsibility Policy)Rules, 2014 ('CSR Rules'), the Company has formulated the CSRPolicy which can be accessed on the Company's website athttps://corporate.indiamart.com/Social-Responsibility/. The CSRPolicy outlines the Company's philosophy and responsibility andlays down the guidelines and mechanism for undertaking sociallyimpactful programs towards welfare and sustainable developmentof the community.
In terms of Section 135 of the Act read with Rule 8 of the CSR Rulesas amended, the Annual Report on CSR Activities undertakenby the Company during FY 2025 is annexed herewith as'Annexure - 2' to this Report.
In term of Regulation 34 of the Listing Regulations, Management'sDiscussion and Analysis Report for the year under review, ispresented in a separate section, forming an integral part ofthis Annual Report.
Your Company always places a major emphasis on managingits affairs with diligence, transparency, responsibility andaccountability. The Company continues to focus on buildingtrust with shareholders, employees, customers, suppliers andother stakeholders based on the principles of good corporategovernance viz. integrity, equity, transparency, fairness, sounddisclosure practices, accountability and commitment to values.
In compliance with Regulation 34 of the Listing Regulations, aseparate report on Corporate Governance along with a certificate fromthe Practicing Company Secretaries conforming compliance to theconditions of Corporate Governance as stipulated under Regulation34(3) of the Listing Regulations, is also annexed to the CorporateGovernance Report which forms part of this Report as 'Annexure - 3'.
The Company has established a robust Vigil Mechanism andadopted a Whistle Blower Policy in accordance with provisionsof Section 177(9) of the Act and Regulation 22 of the ListingRegulations, to provide a formal mechanism to its Directors/Employees/Stakeholders of the Company for reporting anyunethical behaviour, breach of any statute, actual or suspectedfraud on the accounting policies and procedures adopted for anyarea or item, acts resulting in financial loss or loss of reputation,leakage of information in the nature of Unpublished Price SensitiveInformation (UPSI), misuse of office, suspected / actual fraud andcriminal offences.
The details of vigil mechanism and anti-bribery policy have beendisclosed in the Corporate Governance Report forming an integralpart of this Report. During the year under review, no such concernfrom any whistle-blower has been received by the Company Furtherthe Anti Bribery Policy was reviewed, evaluated and modifiedby the Board of Directors in its meeting held on April 29, 2025,to align the said policy in accordance with the current internalpractices. The Whistle Blower Policy and Anti Bribery Policyis available on Company's Intranet and can also be accessedon the Company's website at https://investor.indiamart.com/CorporateGovernance.aspx.
The Company has adequate internal financial control systemsin place which are supplemented by an extensive internal auditprogram conducted by an independent professional agency. Theinternal control system is designed to ensure that all financial andother records are reliable for preparing financial statements andfor maintaining accountability of assets. During the financial year,such controls were tested and no reportable material deficiency incontrols were observed.
Risk Management is an integral and important componentof Corporate Governance. If risks are not properly managedand controlled, they can affect the Company's ability to attainits objectives. The Board of Directors of the Company hasconstituted Risk Management Committee ('RMC') which assiststhe Board in monitoring and reviewing the risk managementplan, implementation of the risk management framework ofthe 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 thehighest level by the Board. Further the Risk Management Policy,based on the recommendation of NRC, was reviewed, evaluatedand modified by the Board of Directors in its meeting held on April29, 2025, to align the said policy in accordance with the currentinternal practices and legal requirement. The Risk ManagementPolicy identifies elements of risk, if any, which in the opinion of theBoard may threaten the existence of the Company.
A detailed section on Risk Management is provided in theManagement Discussion and Analysis Report forming an integralpart of the Annual Report.
Particulars of Loan/Investments made during the financial yearunder the provisions of Section 186 of the Companies Act, 2013,have been disclosed in Note No. 07 & 08 to the StandaloneFinancial Statements forming an integral part of the AnnualReport. Further, investment made directly and indirectly by theCompany are mentioned elsewhere in this report.
Additionally, the Company has invested the surplus funds availablein the units of mutual funds, debt securities, equity ETFs/indexfunds, units of infrastructure investment trusts etc., the detailsof which have been disclosed in Note No. 08 to the StandaloneFinancial Statements forming an integral part of the Annual Report.
During FY 2025, the Company has not provided any guaranteespursuant 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 enteredby the Company during the financial year under review were onarm's length basis and in the ordinary course of business andwere approved by the Audit Committee. The Board of Directors ofthe Company had laid down the criteria for granting the omnibusapproval by the Audit Committee, in line with the Company's Policyon 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 meetingheld on July 30, 2024, to align the said policy in accordance withthe current internal practices and legal requirements.
The RPT Policy can be accessed at the Company's website athttps://investor.indiamart.com/CorporateGovernance.aspx.
Further, during the year under review, the Company has notentered into any material related party transactions in accordancewith the Company's Policy on Related Party Transactions, readwith the Listing Regulations and accordingly, the disclosure ofrelated party transactions in Form AOC-2 is not applicable. Thestatement showing the disclosure of Related Party Transactionshave been disclosed in Note No. 33 to the Standalone FinancialStatement forming an integral part of this Annual Report.
Disclosure pursuant to Section 197 of the Act read with Rule 5of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014:
a) Disclosure pursuant to Section 197 of the Act read with Rule5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014:
The statement of Disclosure of Remuneration under Section197 of the Act and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014('Rules'), is annexed as Annexure '4 and forms an integralpart of this Board's Report.
b) The statement containing particulars of employees, asrequired under Section 197 of the Act, read with Rule 5(2)and Rule 5(3) of the Rules, is provided in a separate annexureforming part of this Board's Report. However, in terms of theprovisions of Section 136 of the Act, the Integrated AnnualReport is being sent to the shareholders of the Company,excluding the said annexure. If any shareholder is interestedin obtaining a copy of the aforesaid information, suchshareholder may send an email to the Company Secretary and/or Compliance Officer of the Company at cs@indiamart.comin this regard.
c) No Director of the Company, including its Managing Directoror Whole-time Director, is in receipt of any commission fromthe Company or its Subsidiary Company.
B S R & Co. LLP, Chartered Accountants, (Firm RegistrationNo: 101248W/W-100022) were appointed as StatutoryAuditors of the Company at the Annual General Meeting ofthe Company held on September 25, 2019, for a term of 5(five) consecutive years, i.e., to hold office from the conclusionof the 20th Annual General Meeting till the conclusion of the25th 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 Companyfor a second term of 5 (Five) consecutive years, i.e., to hold theoffice from conclusion of 25th Annual General Meeting till theconclusion of 30th Annual General Meeting of the Company.
The Auditors' Report read together with Annexures referredto in the Auditors' Report for the financial year ended March31, 2025 does not contain any qualification, reservation,adverse remark or disclaimer.
The Board appointed M/s BDO India LLP, as an InternalAuditors of the Company for FY 2025, who have conductedthe internal audits periodically and shared their reports andfindings with the Audit Committee including significantobservations, if any, and follow-up actions thereon from timeto time. The Audit Committee reviews the adequacy andeffectiveness of the Company's internal control environmentand monitors the implementation of audit recommendationsincluding those relating to strengthening the Company's riskmanagement policies and systems.
The Board appointed M/s Chandrasekaran Associates,Company Secretaries, Practicing Company Secretaries toconduct 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 forFY 2025 received from Secretarial Auditor is annexedherewith as 'Annexure - 5‘ to this Report. The report ofSecretarial Auditor is self-explanatory and does not containany qualification, reservation, adverse remarks or disclaimer.
Pursuant to the provisions of Sections 204 of the Act andRegulation 24A of Listing Regulations, the Board of Directors,on the recommendations of the Audit Committee, in it'smeeting held on April 29, 2025 has recommended to theshareholders 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 termof 5 (five) consecutive years, i.e., to hold the office fromconclusion of 26th Annual General Meeting till the conclusionof 31st Annual General Meeting of the Company.
The Company has received the consent & eligibility certificatefrom M/s RMG & Associates, Company Secretaries and thatthe appointment, if made, shall be in accordance with theapplicable provisions of the Act and rules framed thereunderand Listing Regulations.
Reporting of frauds by Auditors
During the year under review, the Auditors of the Companyhave not reported to the Audit Committee, under Section143(12) of the Act, any instances of fraud committed againstthe Company by its officers or employees, therefore no detailis required to be disclosed under Section 134 (3)(ca) of the Act.
Pursuant to Section 134(3)(a) of the Act, the Annual Reportreferred to in Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules, 2014, theAnnual Return for the financial year ended March 31, 2025 isavailable on the Company's website at https://investor.indiamart.com/annual return.aspx.
Your Company is fully committed to uphold and maintain the dignityof women working in the Company and has zero tolerance towardsany actions which may fall under the ambit of sexual harassmentat workplace. An Internal Complaints Committee ('ICC') underthe Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 ('POSH Act') has beenconstituted to redress the complaints received regarding sexualharassment and it presently comprises of five (5) members out ofwhich three (3) members are women as on the date of this report.
The Company has adopted a Policy for Prevention of SexualHarassment of Women at Workplace. Periodic sessions were alsoconducted to apprise employees and build awareness on thesubject matter.
time of onetime settlement and the valuation done whiletaking loan from the Banks or Financial Institutions alongwith the reasons thereof, is not applicable.
CERTIFICATIONS
In adherence to the best practices prescribed under the InformationTechnology (Reasonable Security Practices and Procedures andSensitive Personal Data or Information) Rules, 2011, the Companyhas undertaken certification under the ISO 27001, ISO 22301, ISO31000, ISO 27701, IS0 20000 and ISO 12207 standards therebyestablishing compliance with reasonable security practicesand procedures. Further, various policies and procedures havebeen instituted, including 'Information Security Policy' and
The details of sexual harassment complaints received anddisposed-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 : NilNo. of Workshops or Awareness Programmes : 52
Nature of action taken by the Company : Nil
Nature of business conducted throughout the workshopsin 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 businesspartners ('HRBP') to all new joiners sensitising on thepolicy in place;
• Activities falling under the purview of the POSH Policy areclearly enunciated;
• The repercussions of indulging in any distasteful act are dulycommunicated; and
• Introducing ICC members and sharing their contactinformation to park complaints.
Your Company believes that it can only be successful in the longterm by creating value both for its shareholders and for society. YourCompany is mindful of the needs of the communities and works tomake a positive difference and create maximum value for the society.
In terms of Regulation 34 of the Listing Regulations, BusinessResponsibility & Sustainability Report for FY 2025 detailing variousinitiatives taken by the Company on the environmental, socialand governance front is annexed herewith as 'Annexure - 6’forming integral part of the report. In addition to the BRSR, theIntegrated Annual Report provides insights into the ESG initiativesundertaken by the Company. The ESG disclosures, including thoseunder BRSR, have been independently assured by DNV, and theAssurance Report forms an integral part of this Report.
The Company does not have any unpaid/unclaimed amount whichis required to be transferred, under the provisions of the Act into theInvestor Education and Protection Fund ('IEPF') of the Governmentof India. Further, the Company has also uploaded the details ofunpaid and unclaimed dividend amounts lying with the Companyas on March 31, 2025 on the website of the Company's at https://investor.indiamart.com/Unpaid Unclaimed 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.
a) PUBLIC DEPOSITS: Your Company has not accepted anydeposits from the public, during the financial year, within themeaning of Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules, 2014, and no amountof principal or interest on deposits from the public wasoutstanding at the beginning and end of FY 2025.
b) COST RECORDS: During the year, maintenance of costrecords under Section 148(1) of the Act is not applicableto the Company.
c) ISSUANCE OF SHARES WITH DIFFERENTIAL VOTINGRIGHTS AND SWEAT EQUITY SHARES: Your Companyhas not issued any shares with differential voting rights andsweat equity shares during the financial year.
d) DISCLOSURE OF ORDERS PASSED BY REGULATORSOR COURTS OR TRIBUNALS: No significant material ordershave been passed by any Regulators/Courts/Tribunals whichhas been received by the Company having impact on thegoing concern status and the Company's operation in future.
e) CHANGE IN NATURE OF BUSINESS: There was nochange in nature of the business of the Company in FY 2025.
f) COMPLIANCE OF SECRETARIAL STANDARDS: The
Company has complied with the applicable SecretarialStandards on Meeting of the Board (SS-1) and GeneralMeetings (SS-2) specified by the Institute of CompanySecretaries of India.
g) APPLICATION/PROCEEDINGS PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application has been made under the Insolvency andBankruptcy Code; hence the requirement to disclose thedetails of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 (31 of 2016)during the year alongwith their status as at the end of thefinancial year is not applicable.
h) DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OFVALUATION DONE: The requirement to disclose the detailsof difference between amount of the valuation done at the
'Risk Management Procedure', that are commensurate with theinformation assets being protected with the nature of business.
Your Directors take this opportunity to thank and acknowledgewith gratitude, the contributions made by the employees throughtheir hard work, dedication, competence, commitment and co¬operation towards the success of your Company and have beencore to our existence that helped us to face all challenges.
Your Directors are also thankful for consistent co-operation andassistance received from its shareholders, investors, businessassociates, customers, vendors, bankers, regulatory and governmentauthorities 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