indiamart intermesh ltd Directors report

Dear Member(s),

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

FINANCIAL PERFORMANCE

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

(Amount in Rs Million)

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

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

REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance on Standalone basis are as under:

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

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

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

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

DIVIDEND

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

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

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

TRANSFER TO RESERVES

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

BUYBACK OF EQUITY SHARES

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

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

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

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

BONUS ISSUE

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

MATERIAL CHANGES AND COMMITMENTS

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

• In the nature of Companys Business, and

• In the Companys Subsidiaries or in the nature of business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

Wholly owned Subsidiary Companies:

1. Busy Infotech Private Limited (BUSY)

2. Tradezeal Online Private Limited (TOPL)

3. Pay With Indiamart Private Limited (PWIPL)

4. Tolexo Online Private Limited (Tolexo)

5. Hello Trade Online Private Limited (HTOPL)

Subsidiary Company:

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

- Livekeeping Private Limited (Wholly owned Subsidiary of Livekeeping)

Associate Companies:

1. Simply Vyapar Apps Private Limited (Vyapar)

2. Mobisy Technologies Private Limited (Mobisy)

3. IB MonotaRO Private Limited (Industry Buying)

4. Truckhall Private Limited (SuperProcure)

5. Adansa Solutions Private Limited (Realbooks)

6. Shipway Technology Private Limited (Shipway)

7. Edgewise Technologies Private Limited (EasyEcom)

8. Agillos E-Commerce Private Limited (Aerchain)

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

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

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

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

2. Livekeeping Technologies Private Limited

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

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

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

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

4. Pay With Indiamart Private Limited (PWIPL), was incorporated on February 07, 2017, as a wholly-owned subsidiary of the Company. PWIPL is engaged in the business of digital payment facilitation mechanisms. During FY 2023, PWIPLs total income was 29.79 million and net loss after taxation was 1.15 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SHARE CAPITAL

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

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

Amount (In )

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

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

EMPLOYEES STOCK BENEFIT SCHEMES

Your Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which has led the Company on the growth path.

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

i. Indiamart Employee Stock Benefit Scheme 2018

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

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 its meeting held on July 21, 2022 and the shareholders in the 23^rd Annual General Meeting of the Company on September 20, 2022 approved the increase in the equity pool of existing number of resultant equity shares against the SAR units by adding 3,00,000 (Three Lakh Only) fresh equity shares aggregating to not more than 10,00,000 (Ten Lakh Only) Equity Shares under the Scheme and consequent amendment in the Scheme. The Scheme is administered and monitored by the Nomination and Remuneration Committee of the Company.

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

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

During the financial year, apart from the above mentioned changes, no other change has been made in the scheme and the scheme is in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI (SBEB & SE) Regulations"). A Certificate from Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI (SBEB & SE) Regulations would be available at the AGM for the inspection by the members of the Company. The applicable disclosures as stipulated under SEBI (SBEB & SE) Regulations regarding Employees Stock Option Plan of the Company as on March 31, 2023 is available on the website of the Company at https://investor. indiamart. com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Appointment of Independent Director:

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

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

B) Re-appointment of Independent Director:

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

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

C) Resignation of Independent Director:

During FY 2023, Ms. Elizabeth Lucy Chapman (DIN: 06459440) tendered her resignation as an Independent Director of the Company with effect from October 07, 2022 due to preoccupation and personal commitments. She also confirmed that there are no material reasons for her resignation other than those provided in her resignation letter. The intimation which has been furnished to stock exchanges can be accessed at https:// investor.indiamart.com/CorporateAnnouncements.aspx.

D) Director liable to Retire By Rotation

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

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

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

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

Number of meetings of the Board of Directors

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

Declaration by Independent Directors

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

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

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

Board Diversity

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

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

Familiarisation Programme for Independent Directors

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

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

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

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

EVALUATION OF THE BOARDS PERFORMANCE

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy (NRC Policy) in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations. The Board modified the NRC Policy with effect from July 21, 2022 to align the same with the amendments in the Listing Regulations. The NRC Policy of the Company can also be accessed on the Companys website at https://investor.indiamart.com/CorporateGovernance.aspx. The salient features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

LISTING OF SHARES

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

UTILISATION OF QIP PROCEEDS

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

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

COMMITTEES OF THE BOARD

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

The Committees and their Composition as on March 31, 2023 are as follows:

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

AUDIT COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSRS)

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

INTERNAL FINANCIAL CONTROLS

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

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

RISK MANAGEMENT

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arms 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 Companys Policy on Materiality of and dealing with Related Party Transactions (RPT Policy).

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

AUDITORS

a) Statutory Auditors

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

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

b) Internal Auditors

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

c) Secretarial Auditors

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

Reporting of frauds by Auditors

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

EXTRACTS OF ANNUAL RETURN

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

PREVENTION OF SEXUAL HARASSMENT

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

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

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

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

• The workshop is part of Companys induction programme, Shubharambh for all new joiners;

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

OTHER STATUTORY DISCLOSURES

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

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

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

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

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

f) COMPLIANCE OF SECRETARIAL STANDARDS: The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

g) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

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

CERTIFICATIONS

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

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

ACKNOWLEDGEMENT

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

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

		On behalf of the Board
		For IndiaMART InterMESH Limited
	Sd/-	Sd/-
Place: Noida	Brijesh Kumar Agrawal	Dinesh Chandra Agarwal
Date: April 28 ,2023	(Whole Time Director)	(Managing Director & CEO)
	DIN: 00191760	DIN: 00191800