The Board of Directors of your Company take pleasure in presenting the Twenty-Seventh (27^th) Annual Report of IndiaMART InterMESH Limited ('Company') on the business and operations of the Company together with Audited Standalone & Consolidated Financial Statements and the Auditor's Report thereon for the financial year ended March 31,2026 ('FY 2026').

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2026 is detailed below:

REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance on Standalone

basis are as under:

a) Revenue from Operations reached to ' 14,428.03 million in FY 2026 as against ' 13,200.58 million in FY 2025, a growth of around 9.30% year on year.

b) Collections from customers reached to ' 16,742.98 million in FY 2026 as against ' 15,256.49 million in FY 2025 and Deferred Revenue increased to ' 18,317.86 million representing a YoY growth of 14.47%.

c) The total income increased by 1.85% from ' 16,038.67 million in FY 2025 to ' 16,336.08 million in FY 2026.

d) Operating EBITDA, in FY 2026 recorded an increase of 1.32% over FY 2026 and stood at ' 5,202.31 million in comparison with ' 5,134.29 million in FY 2025.

e) Profit before tax (PBT) from ordinary activities is ' 6,944.61 million in FY 2026 as against ' 7,729.66 million in FY 2025.

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

DIVIDEND

In line with the Company's Dividend Distribution Policy and financial performance, the Company has maintained a consistent record of dividend payments over the years. For FY 2025, your Company paid a final dividend of ' 30 per equity share (i.e., 300%) and a special dividend of ' 20 (i.e., 200%) per equity share of ' 10 each fully paid-up.

The Board of Directors in its meeting held on Thursday, April 30, 2026, recommended a final dividend of ' 30 (i.e., 300%) for

FY 2026 and a special dividend of ' 30 (i.e. 300%) per equity share of ' 10 each fully paid-up, subject to the approval of the members at the ensuing Annual General Meeting ('AGM') of the Company and shall be subject to deduction of tax at source. The Dividend will be payable to all those members whose names will appear in the Register of Member maintained by the Company's Registrar and Transfer Agents / List of Beneficial Owners, as received from National Securities Depository Limited and Central Depository Services (India) Limited as on the record date.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has formulated and implemented the Dividend Distribution Policy ('Policy') which is displayed on Company's website. Further, the Policy was reviewed, evaluated and modified by the Board of Directors in their meeting held on April 29, 2025, to align the said policy in accordance with the current internal practices and legal requirements. The web-link for the same is https://investor.indiamart.com/ CorporateGovernance.asp.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve in FY 2026.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2026 and date of this report, except as disclosed elsewhere in report:

• In the nature of Company's Business, and

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2026, the Company has five (5) Wholly-owned Unlisted Subsidiary Company(s) and Eight (8) Associate Company(s).

Wholly owned Subsidiary Company(s):

1. Busy Infotech Private Limited('BUSY')fFormer/y known as 'Tolexo Online Private Limited')

2. Livekeeping Technologies Private Limited ('Livekeeping')

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

4. Tradezeal Online Private Limited ('TOPL')

5. PayWith Indiamart Private Limited ('PWIPL')

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')

8. Fleetx Technologies Private Limited ('Fleetx')

Development/Performance and Financial Position of each

Subsidiary is presented below:

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

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

During FY 2026, BUSY's total Income was ' 1,283.22 million and net profit after taxation was ' 201.79 million.

2. Livekeeping Technologies Private Limited ('Livekeeping') was incorporated on January 28, 2015 and it became a subsidiary of the Company on May 23, 2022. During FY 2026, Livekeeping became a wholly owned subsidiary of the Company pursuant to the acquisition of the remaining equity stake by the Company.

Livekeeping offers value added services to businesses over their existing on-premises accounting software. It provides desktop based digital integration with on premise accounting software which syncs the data automatically to its application enabling the user to view their accounting data on their mobile as well as web. Businesses can access, analyse and share accounting information like sales, receivables, outstanding payments in real time through Livekeeping application. Further, the higher value subscription package also enables generation of e-invoices and e-way bills through the app and web.

During FY 2026, Livekeeping's total income was ' 74.87 million and net loss after taxation was ' (233.41) million.

3. IIL Digital Private Limited ('IIL Digital') was incorporated on August 27, 2024, as a wholly-owned subsidiary of

the Company. IIL Digital operates in the business of providing a digital marketplace for connecting business users with the providers of credit facilities based on their profile. This platform is intended to help business users by understanding their profile, identifying best fitment of credit facilities in the market and then facilitate the availment of such offering through its platform.

During FY 2026, IIL Digital total income was ' 2.61 million and net loss after taxation was ' (41.84) million.

4. Tradezeal Online Private Limited ('TOPL') was

incorporated on May 31, 2005 as a wholly-owned subsidiary of the Company. The main object of TOPL is to carry out business related to investment and allied activities by making strategic investments in multiple ventures. Such investments are in line with the Company's long-term objective of offering various SaaS solutions for businesses. During FY 2026, TOPL made following investment by way of subscription, purchase or otherwise, in the equity shares, preference shares and/ or other securities:

• Acquired 3,939 Compulsorily Convertible Preference Shares ('CCPS') of Truckhall Private Limited ('SuperProcure') on fully converted and diluted basis for an aggregate consideration of approximately ' 6 crores aggregating to 38.04% in the share capital of SuperProcure, on fully diluted basis. Further, pursuant to the subscription of additional shares of SuperProcure by it's existing shareholder, the shareholding of TOPL in SuperProcure diluted from 38.04% of the share capital on a fully diluted basis to 34.46% of the share capital on a fully diluted basis.

During FY 2026, TOPL has no revenue however its total Income from other sources was ' 1.11 million and net loss after taxation was ' (22.49) million.

5. Pay With Indiamart Private Limited ('PWIPL') was

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

During FY 2026, PWIPL's has no revenue however its total Income from other sources was ' 3.90 million and net profit after taxation was ' 2.52 million.

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

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

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

solutions. Vyapar has become our Associate company on September 05, 2019.

During FY 2026, pursuant to the subscription of additional shares of Vyapar by it's existing shareholder, the shareholding of the Company Vyapar diluted from 28.70% of the share capital (on a fully diluted basis) to 28.59% of the share capital on a fully diluted basis.

As on March 31, 2026, the Company holds 28.59% of its paid-up share capital on fully diluted basis in Vyapar.

During FY 2024-25, its total Income was ' 771 million and the net loss after taxation was ' (634) million.

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

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

During FY 2026, the Company made an investment in Mobisy by acquiring 21,811 equity shares from existing investors of Mobisy amounting to 51.30 million. Consequent to the said investment, the aggregate shareholding of the Company in Mobisy increased from 31.33% to 32.53% of its paid-up share capital on fully diluted basis.

As on March 31, 2026, the Company holds 32.53% in the share capital of Mobisy, on fully diluted basis.

During FY 2024-25, its total Income was ' 909 million and the net loss after taxation was ' (136) million.

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

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

During FY 2026, pursuant to subscription of additional shares of Industry Buying by MonotaRO Co., Ltd., it's existing shareholder, the shareholding of the Company in Industry Buying is diluted from 23.69% of the share capital (on a fully diluted basis) to 21.01% of the share capital (on a fully diluted basis) of Industry Buying.

As on March 31,2026, the Company holds 21.01% in the share capital of Industry Buying on fully diluted basis.

During FY 2024-25, its total Income was ' 516 million and the net loss after taxation was ' (549) million.

4. Truckhall Private Limited ('SuperProcure') was

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

During FY 2026, the Company indirectly through its wholly-owned subsidiary, Tradezeal Online Private Limited ('Tradezeal'), made an investment in SuperProcure by subscribing to 3,939 Compulsorily Convertible Preference Shares amounting to ' 60 million.

Consequent to the said above acquisition, the aggregate shareholding of Tradezeal in SuperProcure increased from 35.04% to 38.04% of its paid-up share capital on fully diluted basis. Further, pursuant to the subscription of additional shares of SuperProcure by other investors, the shareholding of Tradezeal in SuperProcure diluted from 38.04% of the share capital on a fully diluted basis to 34.46% of the share capital on a fully diluted basis.

As on March 31, 2026, the Company indirectly through its wholly-owned subsidiary, Tradezeal holds 34.46 % of the share capital of SuperProcure on fully converted and diluted basis.

During FY 2024-25, its total Income was ' 169 million and the net loss after taxation was ' (124) million.

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

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

As on March 31, 2026, the Company, through its wholly owned subsidiary, Tradezeal Online Private Limited, holds 26.01% of its paid-up share capital on fully diluted basis in RealBooks.

During FY 2024-25, its total Income was ' 75 million and the net loss after taxation was ' (14) million.

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

As on March 31, 2026, 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 2024-25, its total Income was ' 191 million and the net loss after taxation was ' (52) million.

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

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

During FY 2026, pursuant to the subscription of additional shares of Aerchain by other investor, the shareholding of the Company indirectly through it's wholly owned subsidiary, Tradezeal Online Private Limited ('Tradezeal') holding in Aerchain diluted from 26.23% of the share capital on a fully diluted basis to 24.51% of the share capital on a fully diluted basis. As on March 31, 2026, the Company indirectly through its wholly-owned subsidiary, Tradezeal, holds 24.51% share capital of Aerchain on fully converted and diluted basis.

Further, pursuant to the subscription of additional shares of Aerchain by other investor, the shareholding of the Company indirectly through it's wholly owned subsidiary,Tradezeal, holding in Aerchain on April 7, 2026 diluted from 24.51% of the share capital on a fully diluted basis to 23.21% of the share capital on a fully diluted basis.

During FY 2024-25, its total Income was ' 101 million and the net loss after taxation was ' (94) million.

8. Fleetx Technologies Private Limited ('Fleetx') was

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

During FY 2026, the Company made an investment in Fleetx by subscribing to 2,921 Compulsorily Convertible Preference Shares of Fleetx amounting to 410 million. Consequent to the said acquisition, the aggregate shareholding of the Company in Fleetx increased from 20.07% to 22.25% of its paid-up share capital on fully diluted basis in Fleetx.

During FY 2024-25, its total Income was ' 797 million and the net loss after taxation was ' (344) million.

During FY 2026, 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 report on the highlights of the performance and financial position of each of the Company's subsidiary and associate company(s) is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1 in 'Annexure - V which forms integral part of this Annual 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.

As on March 31, 2026, there is no material subsidiary of the Company. The Policy for determining material subsidiaries is available on the Company's website at https://investor.indiamart.com/CorporateGovernance. aspx.

SHARE CAPITAL

During FY 2026, there is no change in the Authorised Share Capital of the Company. As on March 31,2026, 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 FY 2026 is as follows:

EMPLOYEES STOCK BENEFIT SCHEMES

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

Indiamart Employee Stock Benefit Scheme 2018

Pursuant to a resolution of the Board of Directors dated April 30, 2018 and the shareholders' resolution dated May 7, 2018, the Company instituted an Employee Stock Benefit Scheme. In terms of the Indiamart Employee Stock Benefit Scheme 2018 ('ESB 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" ('ESOP Trust') has been set up in connection with the implementation of Indiamart Employee Stock Benefit Scheme 2018. The current trustees of the ESOP Trust are Mr. Madhup Agrawal, Mr. Abhishek Bhartia and Mr. Nikhil S. Prabhakar. The ESOP Trust has been set up to implement equity-based incentive schemes of our Company, including the ESB Scheme, whereby the Company will initially issue and allot the Equity Shares to the ESOP 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 14,00,000 SAR units resulting into not more than 7,00,000 Equity Shares in aggregate may be granted to eligible employees, identified in accordance with the Scheme. Further, the Board of Directors in it's meeting held on July

21, 2022 and the shareholders in the 23^rd Annual General Meeting of the Company 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 ESB Scheme is administered and monitored by the Nomination and Remuneration Committee of the Company.

During FY 2026, all vested 13,592 ESOP options and 25,787 SARs units were duly exercised. SAR units and ESOP options so exercised resulted in transfer of 77,586 Equity Shares of the Company. The details of the Employee Stock Options/SARs as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as 'Annexure - 7'to this Report. Further the Nomination and Remuneration Committee granted 4,06,730 SARs units to the eligible employees of the Company including KMP's and of it's subsidiaries under the ESB Scheme during FY 2026.

During FY 2026, no other change has been made in the ESB Scheme and the same is in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI (SBEB & SE) Regulations").

A Certificate from M/s. RMG & Associates, Company Secretaries, Secretarial Auditors of the Company for FY 2026 that the ESB Scheme is implemented in accordance with the SEBI (SBEB & SE) Regulations would be available at the AGM for the inspection by the members. The applicable disclosures as stipulated under SEBI (SBEB & SE) Regulations regarding Employees Stock Option Plan of the Company as on March 31, 2026 is available on the website of the Company at https://investor.indiamart.com/ESOP Disclosure.aspx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company's Board is comprised of nine (9) Directors, of which three (3) are Executive Directors, one (1) is a Non-Executive Director and five (5) are Independent Non-Executive Directors including two (2) Woman Directors. The shareholders of the Company are the highest authority which periodically approve the appointment/re-appointment of all the directors including the rotational directors.

A) Appointment(s):

(i) During FY 2026, the Board of Directors, on the recommendations of the Nomination and Remuneration Committee (NRC), in its meeting held on April 25, 2025 approved and recommended to the shareholders for their approval, the appointment of Mr. Sandeep Kumar Barasia, (DIN: 01432123) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of three (3) consecutive years w.e.f. April 29, 2025.

The Company received the approval of the shareholders of the Company on June 16, 2025 in the 26^th AGM of the Company, for the appointment of Mr. Barasia, as an Independent Director of the Company. He is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

(ii) During FY 2026, the Board of Directors, on the recommendations of NRC, in its meeting held on July 18, 2025 approved and recommended to the shareholders for their approval, the appointment of Ms. Vasuta Agarwal (DIN: 07480674) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of three (3) consecutive years w.e.f. July 18, 2025.

The Company received the approval of the shareholders of the Company on August 29, 2025, by way of Postal Ballot, for the appointment of Ms. Agarwal as an Independent Director of the Company. She is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

B) Re-appointment(s):

(i) During FY 2026, the Board of Director's on the recommendations of the NRC, in its meeting held on April 29, 2025, also approved the re-appointment of Ms. Pallavi Dinodia Gupta (DIN: 06566637) 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. October 20, 2025 after taking into account the performance evaluation of the first term of three years and considering the knowledge, expertise, vast experience, acumen and the substantial contribution made by her.

The Company has received approval of the shareholders of the Company on June 16, 2025 in the 26^th AGM of the Company for the re-appointment of Ms. Gupta as an Independent Director of the Company. She is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

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

In terms of the provisions of the Act, read with SEBI Listing Regulations, the brief profiles of the Directors appointed/re-appointed during the year are hosted on the Company's website and can be accessed at https://investor. indiamart. com.

C) Cessation:

During FY 2026, Mr. Rajesh Sawhney (DIN: 01519511) ceased to be an Independent Director of the Company effective from the close of business hours on September 22, 2025, following the completion of his second term as an Independent Director of the Company.

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. Brijesh Kumar Agrawal (DIN: 00191760), Whole-time Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors of the Company, on the recommendations of NRC, recommends his re-appointment for consideration by the shareholders of the Company at the ensuing AGM scheduled to be held on Monday, June 29, 2026.

A brief profile, expertise of Mr. Brijesh Kumar Agrawal and other details as required under the Act, Regulation 36 of the SEBI 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 27^th AGM.

Except as stated above, there was no change in the Board of Directors of the Company, during the year under review.

E) Change in Key Managerial Personnel (KMP):

As on March 31, 2026, the following person(s) are designated as KMP's of the Company pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Dinesh Chandra Agarwal, Managing Director & CEO;

2. Mr. Brijesh Kumar Agrawal, Whole-time Director;

3. Mr. Manoj Bhargava, Whole-time Director, Group General Counsel & Company Secretary;

4. Mr. Jitin Diwan, Chief Financial Officer; and

5. Ms. Vasudha Bagri, Compliance Officer.

During FY 2026, there were no appointments/resignation of KMP. Further, the details of Directors and KMPs' of the Company have been disclosed in the Corporate Governance Report forming an integral part of this Annual 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 SEBI Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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

The Policy on Terms of Engagement of Independent Directors is displayed on Company's Website i.e., https://investor. indiamart.com/company-information/corporate-governance.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and SEBI 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 two Independent Woman Directors on the Board. One of them is also a Lead Independent Director acting as a bridge between the Independent Directors and the management, offering guidance to the Independent Directors and guaranteeing the Board's efficiency by managing the flow of information provided to the Board, ensuring its quality, quantity and timeliness.

In terms of Regulation 19 of SEBI Listing Regulations and under Part D, Schedule II to the said Regulations, a Board Diversity Policy ('Policy') has been framed and duly approved by Nomination and Remuneration Committee of the Board. Further, the Policy was reviewed, evaluated and modified by the Board of Directors in their meeting held on April 30, 2026, to align the said policy in accordance with the current internal practices and legal requirements.

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

AUDIT COMMITTEE

The Company has a duly constituted Audit Committee, in accordance with the requirements of Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act. During FY 2026, the Audit Committee was re-constituted w.e.f. July 18, 2025 and Mr. Rajesh Sawhney ceased to be a member of the Committee. As on the date of this report, the Audit Committee comprises of four (4) members i.e., Mr. Vivek Narayan Gour (Chairman), Mr. Dhruv Prakash, Ms. Pallavi Dinodia Gupta and Mr. Sandeep Kumar Barasia.

Brief terms of reference, meetings held during the year and attendance are set out in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Audit Committee during the year were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINAIBILITY ('CSRS')

Your Company believes in the philosophy of transforming businesses and lives through our constant efforts and actions for empowering societies. With a mission to achieve longterm 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.

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

As on March 31, 2026, the CSRS Committee comprises of five (5) members i.e., Mr. Vivek Narayan Gour (Chairman), Mr. Brijesh Kumar Agrawal, Ms. Pallavi Dinodia Gupta, Mr. Manish Vij and Ms. Vasuta Agarwal.

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

Further the CSR Policy, based on the recommendation of CSRS Committee was reviewed, evaluated and modified by the Board of Directors in its meeting held on October 17, 2025 to align the said policy in accordance with the current internal practices.

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 2026 is annexed herewith as 'Annexure - 2 ' to this Report.

NOMINATION AND REMUNERATION POLICY

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) 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 for the year ended March 31, 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

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, 2026 and of the profit and loss of the Company for the year 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 Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Financial Statements 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.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

In compliance with Regulation 34 of the SEBI 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 SEBI Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as 'Annexure - 3'

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a Whistle-Blower Policy ("the Policy") that provides a formal mechanism to its Directors/Employees/Stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud by any Director and/or Employee of the Company or any violation of the Code by them.

The details of vigil mechanism and anti-bribery policy have been disclosed in the Corporate Governance Report forming an integral part of this Report. During the year under review, no such complaints from any whistle-blower have been received by the Ombudsperson and/or to the Chairman of the Audit Committee.

During FY 2026, the Policy was reviewed, evaluated and modified by the Board of Directors in their meeting held on January 20, 2026 to align the said policy in accordance with current internal practices and legal requirements. The said policy(s) can be accessed at Company's website at https:// investor.indiamart.com/CorporateGovernance.aspx.

INTERNAL FINANCIAL CONTROLS

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

B S R & Co. LLP, the Statutory Auditors, have audited the financial statements presented in this Integrated Annual Report. As part of their audit, they have affirmed the adequacy and operating effectiveness of the Company's internal controls over financial reporting, in accordance with the requirements of Section 143 of the Act, as of March 31,2026.

During the financial year under review, neither the Internal Auditors nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled they can affect the Company's ability to attain its objectives. The Board of Directors of the Company has constituted Risk Management Committee ('RMC') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board.

The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of 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 2026, 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 177 and 188 of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arm's length basis and in the ordinary course of business and were approved by the Audit Committee and the Board of Directors respectively. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee in line with the Company's Policy on Materiality of and dealing with Related Party Transactions ('RPT Policy').

Further, based on the recommendations of Audit Committee, the RPT Policy was reviewed, evaluated and modified by the Board of Directors in their meeting held on January

20, 2026 to align the said policy in accordance with the recent regulatory changes.

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

Further, during the year under review, the Company has not entered into any material related party transactions in accordance with the Company's Policy on Related Party Transactions, read with the SEBI Listing Regulations and accordingly, the disclosure of related party transactions in e-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 Statements forming an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES

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

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

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

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

AUDITORS

a) Statutory Auditors

B S R & Co. LLP, Chartered Accountants, [ICAI Firm's Registration No. 101248W/W-100022] were re-appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office from the conclusion of 25^th AGM until the conclusion of 30^th AGM of the Company on such remuneration as may be determined by the Board of Directors. The Statutory Auditors hold a valid peer review certificate as prescribed under the SEBI Listing Regulations.

The Auditors' Report read together with Annexures referred to in the Auditors' Report for FY 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

Details of fees/remuneration paid to Statutory Auditors for FY 2026 are provided in Report on the Corporate Governance Section of this Annual Report.

b) Internal Auditors

M/s BDO India LLP (LLP Identification Number: AAB-7880) was appointed as an Internal Auditors of the Company for FY 2026. Pursuant to a Business Transfer Agreement ('BTA') dated April 30, 2025, entered into between BDO India LLP and BDO India Services Private Limited, the internal audit engagement was transferred to BDO India Services Private Limited (CIN: U69200MH2025PTC440515) with effect from October 1,2025, for the remaining period of FY 2025-26, on the same terms and conditions as recommended by the Audit Committee and approved by the Board.

The Internal Auditors have conducted the internal audit periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company's risk management policies and systems.

c) Secretarial Auditors

M/s RMG & Associates, Company Secretaries (Firm Registration No.: P2001 DE016100), were appointed as Secretarial Auditors of the Company for a first term of 5 (five) consecutive years to hold office from the conclusion of the 26^th AGM until the conclusion of the 31^st AGM of the Company. Their appointment was approved by the Members of the Company in the 26^th AGM held on June 16, 2025. The Secretarial Auditors hold a valid peer review certificate as prescribed under the SEBI Listing Regulations.

The Secretarial Audit Report for FY 2026 received from Secretarial Auditors is annexed herewith as 'Annexure - S' to this Report. The report of Secretarial Auditors is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31,2026 is available on the Company's website at https://investor. indiamart.com/annual return.aspx.

PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Complaints Committee ('ICC') under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') has been constituted to redress the complaints received during the year 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 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 : 02

No. of Complaints disposed-off : 02

No. of Cases pending for more than 90 days : 00

No. of Workshops or Awareness Programmes : 51

Nature of action taken by the Company : Warning(s)

issued.

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

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the

communities and works to make a positive difference and create maximum value for the society.

During FY 2026, Business Responsibility Policy was reviewed, evaluated and modified by the Board of Directors in its meeting held on April 29, 2025 to align the said policy in accordance with the current internal practices.

In terms of Regulation 34 of the SEBI Listing Regulations, Business Responsibility & Sustainability Report for FY 2026 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed herewith as 'Annexure - 6 forming integral part of the Annual Report.

In addition to the BRSR, this Integrated Annual Report provides a comprehensive overview of the ESG initiatives and governance practices adopted by the Company. The Assurance Certificate for BRSR Core Indicators from the Independent Agency - DNV Business Assurance India Private Limited and the Assurance Report also forms part of this Annual 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 31,2026 on the website of the Company at https://investor.indiamart.com/ Unpaid Unclaimed Dividend.aspx.

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

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

MATERNITY BENEFIT ACT, 1961

The Company remains steadfast in its commitment to gender diversity and the holistic well-being of its workforce. In accordance with the Maternity Benefit Act, 1961, and the rules framed thereunder, the Company ensures that all eligible women employees are provided with their full statutory entitlements. This includes the provision of 182 days of fully paid maternity leave, along with requisite support for medical complications or pregnancy loss, as mandated by law.

These initiatives are a testament to our commitment to fostering a compliant, inclusive, and supportive ecosystem that prioritizes the health and security of expecting and new mothers. Beyond mere compliance, the Company

strictly enforces a "zero-tolerance" policy against any form of discrimination arising from maternity status, ensuring that motherhood does not serve as a barrier to professional growth or career equity.

OTHER STATUTORY DISCLOSURES

A. PUBLIC DEPOSITS: Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the rules framed thereunder during the period under review. Further, no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2026.

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

C. I SSUANCE 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 and received by the Company having impact on the going concern status and the Company's future operations.

E. CHANGE IN NATURE OF BUSINESS: There was no change in nature of the business of the Company during FY 2026.

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 was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 as on March 31,2026.

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, ISO 27701, IS0 20000 and ISO 12207 standards thereby establishing compliance with reasonable security practices and procedures. Further, various policies and procedures have been instituted, including 'Information Security Policy' and 'Risk Management Procedure', that are commensurate with the information assets being protected with the nature of business.

AWARDS AND ACHIEVEMENTS

During FY 2026, the Company continued to strengthen its position in the industry with a focus on long-term value creation, driven by initiatives in digital resilience, platform innovation, corporate reporting and social impact.

The details of the awards and recognitions secured by the Company have been highlighted in a separate section in the Annual Report and also available at the website of the Company at https://corporate.indiamart.com/awards-achievements/.

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 they 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 confidence they have shown in the Company.