IndiaMART InterMESH : Buyback - Tender offer

May 20, 2022
To,
BSE Limited	National Stock Exchange of India Limited
(BSE: 542726)	(NSE: INDIAMART)

Sub: Submission of Letter of Offer for the Buyback of equity shares of the face value of ₹ 10/- each ("Equity Shares") for a maximum amount of ₹ 100 Crores (Indian Rupees One Hundred Crores Only) by the way of tender offer from existing securities holders pursuant to the provisions of the SEBI (Buy-Back of Securities) Regulations, 2018, as amended ('Buyback Regulations') and the Companies Act, 2013, as amended ("Buyback")

Dear Sir/Ma'am,

With reference to the captioned Buyback and in furtherance of our earlier intimations regarding submission of Public Announcement dated April 29, 2022 and the corrigendum to the Public Announcement dated May 2, 2022, please find enclosed the Letter of Offer dated May 20, 2022 along with the Tender Forms for demat and physical shareholders, which is being dispatched by the Company to the Eligible Shareholders as on the Record Date being May 11, 2022.

You are requested to take note of the following schedule of activities in relation to the Buyback:

No.	Activity	Day	Date
1.	Buyback Opening Date	Thursday	June 2, 2022
2.	Buyback Closing Date	Wednesday	June 15, 2022
3.	Last date of receipt of completed Tender Form and other	Wednesday	June 15, 2022
	specified documents including physical certificates (if and as
	applicable) by the Registrar to the Buyback
4.	Last date of completion of settlement of bids by the Clearing	Friday	June 24, 2022
	Corporation on the Stock Exchanges*

*This activity may happen on or before the last date mentioned herein above.

The Letter of Offer along with the Tender Forms for demat and physical shareholders is available on the website of the Company (i.e., https://investor.indiamart.com/index.htm).

Capitalised terms used but not defined herein shall have the meanings to such terms in the Letter of Offer.

This is for your information and records. Yours faithfully,

For IndiaMART InterMESH Limited

(Manoj Bhargava)

Sr. Vice President (Legal & Secretarial),

Company Secretary & Compliance Officer

Membership No: F5164

Encl.: As above

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder of IndiaMART InterMESH Limited as on the Record Date, being Wednesday, May 11, 2022, in accordance with the Securities and Exchange Board of India (Buy- Back of Securities) Regulations, 2018 ('SEBI Buyback Regulations'), as amended. If you require any clarifications about the action to be taken, you may consult your stockbroker or your investment consultant or the Manager to the Buyback i.e., Ambit Private Limited or the Registrar to the Buyback i.e., Link Intime India Private Limited. Please refer to the section "Definition of Key Terms" on page 1 of this Letter of Offer for the definition of the capitalised terms used herein.

INDIAMART INTERMESH LIMITED

CIN: L74899DL1999PLC101534

Registered Office: 1st Floor, 29 - Daryaganj, Netaji Subash Marg, New

Delhi - 110002 | Tel: [phone]

Corporate Office: 6th Floor, Tower 2, Assotech Business Cresterra, Plot

No. 22, Sector 135, Noida, 201 305, Uttar Pradesh, India

Tel. No.: [phone]

Contact Person: Manoj Bhargava, Company Secretary and Compliance

Officer

E-mail: [e-mail] | Website: www.indiamart.com

OFFER TO BUYBACK UP TO 1,60,000 (ONE LAKH SIXTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF THE COMPANY OF FACE VALUE OF INR 10/- (INDIAN RUPEES TEN ONLY) EACH, REPRESENTING 0.52 % OF THE EQUITY SHARES IN THE EXISTING TOTAL PAID-UP EQUITY CAPITAL OF THE COMPANY AS ON THE DATE OF THE BOARD MEETING, FROM ALL ELIGIBLE SHAREHOLDERS (EQUITY SHAREHOLDERS AS ON THE RECORD DATE, BEING WEDNESADAY, MAY 11, 2022) ON A PROPORTIONATE BASIS, THROUGH THE 'TENDER OFFER' PROCESS, AT A PRICE OF INR 6,250 /- (INDIAN RUPEES SIX THOUSAND TWO HUNDRED AND FIFTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE MAXIMUM AMOUNT OF INR 10,000 LAKHS (INDIAN RUPEES TEN THOUSAND LAKHS ONLY) (THE "BUYBACK") EXCLUDING THE TRANSACTION COSTS.

1. The Buyback is being undertaken in accordance with Article 15 of the Articles of Association of the Company, Sections 68, 69, 70 and all other applicable provisions of the Companies Act and the relevant rules made thereunder including the Share Capital and Debentures Rules, to the extent applicable, the SEBI Buyback Regulations and SEBI Listing Regulations. The Buyback is subject to receipt of such approvals of statutory, regulatory, or governmental authorities, as may be required under the applicable laws, including but not limited to Securities and Exchange Board of India ("SEBI"), and the stock exchanges where the Equity Shares of the Company are listed i.e., BSE Limited ("BSE") and National Stock Exchange of India ("NSE") (collectively, "Stock Exchanges").
2. The Buyback Offer Size represents 5.32% and 5.37% of the aggregate of the fully paid-up equity capital and free reserves as per the latest standalone and consolidated audited financial statements of the Company, respectively, as on March 31, 2022. The Buyback Offer Size is within the statutory limit of 10% of the aggregate of the paid-up capital and free reserves of the Company as per Section 68(2) of the Companies Act and Regulation 5(i)(b) of the SEBI Buyback Regulations.
3. The Letter of Offer is being sent to all Eligible Shareholders (as defined below) as on the Record Date, being Wednesday, May 11, 2022 in accordance with the SEBI Buyback Regulations and such other circulars or notifications, as may be applicable.
4. For details of the procedure for tender and settlement, please refer to the "Procedure for Tender Offer and Settlement" on page 44 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the "Tender Form") is enclosed together with this Letter of Offer.
5. For details of the procedure for Acceptance, please refer to the "Process and Methodology for the Buyback" on page 40 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to "Procedure for Tender Offer and Settlement - Method of Settlement" on page 52 of this Letter of Offer.
6. A copy of the Public Announcement, the Corrigendum to the Public Announcement, the Draft Letter of Offer, and this Letter of Offer (including the Tender Form) shall be available on the website of SEBI i.e., www.sebi.gov.in and on the website of the Company i.e., https://investor.indiamart.com/index.htm.
7. Eligible Shareholders are advised to read this Letter of Offer and in particular refer to "Details of the Statutory Approvals" and "Note on Taxation" on pages 38 and 54 of this Letter of Offer, respectively, before tendering their Equity Shares in the Buyback.

MANAGER TO THE BUYBACK		REGISTRAR TO THE BUYBACK
AMBIT PRIVATE LIMITED		Link Intime India Private Limited
	C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Ambit House
	Vikhroli (West), Mumbai 400 083,
449, Senapati Bapat Marg
	Maharashtra, India
Lower Parel
	Tel No.: 011-49411000
Mumbai, India - 400 013
	Fax No.: 011-41410591
Tel. No.: [phone]
	Contact Person: Sumeet Deshpande
Fax No.: [phone]
	Email: [e-mail]
Contact Person: Nikhil Bhiwapurkar/ Jaspreet Thukral
	Investor Grievance Id: [e-mail]
Email: [e-mail]
	Website: www.linkintime.co.in
Website: www.ambit.co
	SEBI Registration No.: INR000004058
SEBI Registration No.: INM000010585
	Validity Period: Permanent (unless suspended or cancelled by SEBI)
Validity Period: Permanent
	CIN: U67190MH1999PTC118368
CIN: U65923MH1997PTC109992
BUYBACK PROGRAMME
BUYBACK OPENS ON		Thursday, June 2, 2022
BUYBACK CLOSES ON		Wednesday, June 15, 2022
LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS		Wednesday, June 15, 2022 by 5:00 P.M.
AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR
TO THE BUYBACK

	TABLE OF CONTENTS
1.	SCHEDULE OF ACTIVITIES FOR THE BUYBACK ...................................................................................	1
2.	DEFINITION OF KEY TERMS ...................................................................................................................	1
3.	DISCLAIMER CLAUSE ...........................................................................................................................	6
4.	TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS .................	8
5.	DETAILS OF THE PUBLIC ANNOUNCEMENT.......................................................................................	14
6.	DETAILS OF THE BUYBACK .................................................................................................................	14

7. INTENTION OF THE PROMOTERS AND MEMBERS OF THE PROMOTERS GROUP TO PARTICIPATE IN

	THE BUYBACK .......................................................................................................................................	16
8.	AUTHORITY FOR THE BUYBACK .........................................................................................................	22
9.	NECESSITY OF THE BUYBACK .............................................................................................................	22

10. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE

	COMPANY ..............................................................................................................................................	23
11.	BASIS OF CALCULATING THE BUYBACK OFFER PRICE ....................................................................	24
12.	SOURCES OF FUNDS FOR THE BUYBACK ...........................................................................................	25
13.	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ...........................	25
14.	FIRM FINANCIAL ARRANGEMENT.......................................................................................................	26
15.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ....................................................................	26
16.	BRIEF INFORMATION ABOUT THE COMPANY....................................................................................	27
17.	FINANCIAL INFORMATION ABOUT THE COMPANY ..........................................................................	33
18.	STOCK MARKET DATA .........................................................................................................................	36
19.	DETAILS OF THE STATUTORY APPROVALS .......................................................................................	38
20.	DETAILS OF REGISTRAR TO THE BUYBACK.......................................................................................	39
21.	PROCESS AND METHODOLOGY FOR THE BUYBACK ........................................................................	40
22.	PROCEDURE FOR TENDER OFFER AND SETTLEMENT.......................................................................	44
23.	NOTE ON TAXATION .............................................................................................................................	54
24.	DECLARATION BY THE BOARD OF DIRECTORS .................................................................................	56
25.	REPORT BY THE COMPANY'S STATUTORY AUDITOR ON PERMISSIBLE CAPITAL PAYMENT ......	57
26.	DOCUMENTS FOR INSPECTION ............................................................................................................	60
27.	DETAILS OF COMPANY SECRETARY AND COMPLIANCE OFFICER ..................................................	61
28.	DETAILS OF THE REMEDIES AVAILABLE TO THE SHAREHOLDERS/ BENEFICIAL OWNERS .........	61
29.	DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK ....................	61
30.	DETAILS OF THE MANAGER TO THE BUYBACK ................................................................................	62

31. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE

LETTER OF OFFER .................................................................................................................................	62
32. TENDER FORM .......................................................................................................................................	62

1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK

	Sr.		Activity	Schedule of Activities
	No.			Day	Date
1.		Date of Board Meeting approving the proposal	Thursday	April 28, 2022
			for the Buyback
2.		Date of Public Announcement for the Buyback	Friday	April 29, 2022
3.		Date of publication of the Public	Saturday	April 30, 2022
			Announcement for the Buyback in newspapers
4.		Record Date for determining the names of the	Wednesday	May 11, 2022
			Eligible Shareholders and the Buyback
			Entitlement
5.		Buyback Opening Date	Thursday	June 2, 2022
6.		Buyback Closing Date	Wednesday	June 15, 2022
7.		Last date of receipt of completed Tender Form	Wednesday	June 15, 2022
			and other specified documents including
			physical certificates (if and as applicable) by
			the Registrar to the Buyback
8.		Last date of verification of Tender Forms by	Thursday	June 23, 2022
			Registrar to the Buyback
9.		Last date of intimation to the Stock Exchanges	Thursday	June 23, 2022
			regarding Acceptance/ non-acceptance of
			Equity Shares by the Registrar to the Buyback
10.		Last date of completion of settlement of bids by	Friday	June 24, 2022
			the Clearing Corporation on the Stock
			Exchanges
11.		Last date of dispatch of share certificate(s) by	Friday	June 24, 2022
			the Registrar to the Buyback / payment to
			Eligible Shareholders / return of unaccepted
			Demat Shares by the Stock Exchanges to
			Eligible Shareholders / Seller Broker
12.		Last date of extinguishment of the Equity	Friday	July 1, 2022
			Shares bought back

Note: Where last dates are mentioned for certain activities, such activities may take place on or before the respective last dates.

2. DEFINITION OF KEY TERMS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy, circular, notification or clarification as amended, supplemented, or re- enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder.

Term	Description
Acceptance/Accept/	Acceptance of Equity Shares tendered by the Eligible Shareholders in the
Accepted	Buyback

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Term	Description
Acquisition Window	The facility for acquisition of Equity Shares through mechanism provided by
		the Designated Stock Exchange i.e., NSE in the form of a separate window
		in accordance with the SEBI Circular
Additional	Equity	Additional Equity Shares tendered by an Eligible Shareholder over and above
Shares		the Buyback Entitlement of such Eligible Shareholder up to the extent of
		Equity Shares held by such Eligible Shareholder on the Record Date
Articles of Association	Articles of Association of the Company, as amended from time to time
Board Meeting		Meeting of the Board of Directors held on April 28, 2022, wherein among
		other things, the proposal for the Buyback was approved
Board/ Board of Directors	Board of Directors of the Company (which term shall, unless repugnant to
		the context or meaning thereof, be deemed to include a duly authorized
		'Buyback Committee' thereof)
BSE		BSE Limited
Buyback or Buyback Offer or	Offer by the Company to buyback up to 1,60,000 (One Lakh Sixty Thousand
Offer		Only) Equity Shares at a price of INR 6,250/- (Indian Rupees Six Thousand
		Two Hundred and Fifty Only) per Equity Share from all the Eligible
		Shareholders including promoters and members of the Promoter Group,
		through the Tender Offer process on a proportionate basis in terms of the
		SEBI Buyback Regulations read with SEBI Circulars
Buyback Closing Date	Wednesday, June 15, 2022
Buyback Committee	A committee constituted by the Board, comprising of Dinesh Chandra
		Agarwal, Managing Director and Chief Executive Officer, Brijesh Kumar
		Agrawal, Whole time Director, Dhruv Prakash, Non-executive Director, and
		Vivek Narayan Gour, Independent Director pursuant to a resolution passed
		by the Board on April 28, 2022, to exercise certain powers in relation to the
		Buyback
Buyback Entitlement	The number of Equity Shares that an Eligible Shareholder is entitled to tender
		in the Buyback, which is computed based on the number of Equity Shares
		held by such Eligible Shareholder as on the Record Date and the ratio/
		percentage of Buyback applicable in the category, to which such Eligible
		Shareholder belongs
Buyback Opening Date	Thursday, June 2, 2022
Buyback Offer Price/ Offer	Price at which Equity Shares will be bought back from the Eligible
Price		Shareholders i.e., INR 6,250/- (Indian Rupees Six Thousand Two Hundred
		and Fifty Only) per Equity Share, payable in cash
Buyback Offer Size	Number of Equity Shares proposed to be bought back i.e., up to 1,60,000
		(One Lakh Sixty Thousand Only) Equity Shares multiplied by the Buyback
		Offer Price (i.e., INR 6,250/- per Equity Share) aggregating to a maximum
		amount of INR 10,000 Lakhs (Indian Rupees Ten Thousand Lakhs Only).
		The Buyback Offer Size excludes Transaction Costs
Buyback Period	The period between the date of the Board Meeting i.e., April 28, 2022 and
		the date on which the payment of consideration to the Eligible Shareholders
		who have accepted the Buyback is made
CDSL		Central Depository Services (India) Limited
CIN		Corporate Identity Number
Clearing Corporation	NSE Clearing Limited
Companies Act		Companies Act, 2013, as amended and rules framed thereunder

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