Matrimony.com Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

The Board of Directors of your Company takes pleasure in presenting the Twenty Fourth annual Report of the Company together
with the audited consolidated & standalone financial statements and the auditor’s Report thereon for the financial year ended
March 31, 2025.

The results of operations for the year under review are given below:

RESULTS OF OPERATIONS

in '' Lakhs, except per equity share data

	Consolidated		Standalone
	FY 25	FY 24	FY 25	FY 24
1. Net Revenue	45,584	48,136	44,700	47,279
2. Other Income	549	131	557	149
3. Total income (1 2)	46,133	48,267	45,257	47,428
Expenditure:
a) Employee Benefit Expenses	14,156	13,968	13,966	13,774
b) Advertisement and Business Promotion Expenses	18,842	18,682	18,861	18,696
c) Other Expenses (Infrastructure / Communication/ Administration Expenses)	6,759	8,272	6,696	8,237
4. Total expenditure	39,757	40,922	39,523	40,707
5. EBITDA(3-4)	6,376	7,345	5,734	6,721
6. Depreciation/Amortization	2,926	2,840	2,825	2,736
7. Finance Cost	480	517	479	515
8. Finance Income	2,824	2,484	3,296	2,914
9. Profit before tax and share of profit / (loss) from associate (5-6-7 8)	5,794	6,472	5,726	6,384
10. Share of loss from associate	(12)	(1)	-	-
11. Net Profit before tax (9-10)	5,782	6,471	5,726	6,384
12. Tax Expense	1,254	1,516	1,233	1,539
13. Net Profit after tax (11-12)	4,528	4,955	4,493	4,845
14. Other Comprehensive Income- Net of Tax	(40)	(44)	(31)	(52)
15. Total Comprehensive Income (13 14)	4,488	4,911	4,462	4,793
16. Retained Earnings (Opening Balance)	24,012	20,165	24,163	20,425
17. Addition to retained earnings	(1,329)	3,847	(1,364)	3,738
18. Retained earnings (Closing Balance)	22,683	24,012	22,799	24,163
19. EPS Basic	20.57	22.26	20.41	21.77
20. EPS Diluted	20.56	22.25	20.40	21.76

BUSINESS REVIEW

Your Company achieved consolidated revenue of '' 45,584 Lakhs during the year under review as against ''48,136 Lakhs during
the previous financial year, a decline of 5.30% year on year. The operating expenses stood at '' 39,757 Lakhs during the year as
against '' 40,922 Lakhs of the previous year, representing a decrease of 2.85%. The Earnings before Interest, Tax and Depreciation
(EBITDA) for the year was at '' 6,376 as against '' 7,345 Lakhs for the previous year, a decrease of 13.19%. The Profit before
tax and share of profit / (loss) from associate for the year was at '' 5,794 Lakhs as against '' 6,472 Lakhs of the previous year,
representing a decrease of 10.47%. The Company’s consolidated Net Profit (PAT) for the year was at '' 4,528 Lakhs as against
'' 4,955 Lakhs of the previous year, a decrease of 8.62%.

Your Company has two business segments, Matchmaking & Marriage Services and considers them as the primary segment under
Ind AS 108 for reporting.

Matchmaking

The Company has added 9.95 Lakhs in paid subscriptions, during the year. The revenue on a consolidated basis, for the current
year was at '' 44,996 Lakhs as against '' 47,237 Lakhs for the previous year, resulting in a decline of 4.74%. The matchmaking
EBITDA for the year decreased by 6.63% to reach '' 9,216 Lakhs as against '' 9,869 Lakhs of the previous year.

Marriage Services

The revenue from marriage services for the year was at '' 588 Lakhs as against '' 899 Lakhs of the previous year, resulting
in a decrease of 34.59%. The EBITDA loss for the year was at 1,451 Lakhs as compared to the loss of '' 1,033 Lakhs of the
previous year.

Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management
Discussion and Analysis Report forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2) (e) of the SEBI
(LODR) Regulations 2015 is presented in a separate section and forms part of this report.

LIQUIDITY

As of March 31, 2025, on a consolidated basis, we had liquid assets (including cash and cash equivalents and investments) of
'' 32,435 Lakhs as against '' 35,831 Lakhs at the previous year end. Your Company is also debt-free as of 31^st March 2025.
The details of these investments are disclosed under the ‘Financial Assets’ section in the consolidated financial statements
in this Annual Report.

FUTURE OUTLOOK

The company being the leader in the matchmaking space believes that growth prospects are high since the Country has a large
unmarried population coupled with the increasing internet and mobile penetration in India, cultural receptivity to arranged
marriages and increased freedom of choice over life decisions. The Internet base in India is expanding very rapidly and is expected
to grow significantly in the coming years and this augurs well for the online matchmaking segment. To ride on the growth, your
Company will continue to focus on product and process improvements and invest in the brand. The Company has been entering
into adjacent segments to capture new customers. It has launched MeraLuv.com, an exclusive dating app for Indian Americans
and Luv.com, an App in the matchmaking space to address Next Generation (Next-Gen) serious relationships. The offering will
focus on the theme of “love” before marriage, thereby building a clear differentiation and addressing the market potential.

For more details kindly refer to the Management Discussion and Analysis report which is presented as a separate section and
forming part of this report.

DIVIDEND

Your Company has been consistent in generating operating cash flow over the years. The dividend policy indicates that the
Company endeavors to maintain a minimum dividend pay-out ratio of 10-15% of standalone profits after tax, excluding
exceptional transactions. The payout ratio may be altered if cash is to be retained under certain circumstances. During the year,
the Company has declared an interim dividend of '' 5 per equity share on March 24, 2025 for the Company’s 25^th Anniversary.
The Board has recommended a final dividend of ''5 per equity share, in its meeting held on May 16, 2025 subject to approval
by the shareholders at the ensuing annual general Meeting. The total dividend pay-out for the current year is '' 2,156 Lakhs
signifying a pay-out ratio of 47.98%

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there are no dividend which has remained
unclaimed and unpaid for a period of seven years from the date it became due for payment.

SIGNIFICANT EVENTS

There are no significant events during the year.

SHARES

BUYBACK OF SECURITIES

During the year, the Company bought back 7,02,439 equity shares of '' 5 each at a price of '' 1,025/- per share for an amount
of '' 7,200 Lakhs .

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

EMPLOYEES STOCK OPTION SCHEME

The Employee Stock option scheme enables the Company to hire and retain the best talent for its senior management and key
positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and
monitors the employee stock option scheme in accordance with the applicable SEBI Regulations. The disclosure as required
under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is as under

i) Options movement durine the year

Sl. No.	Particulars	ESOS 2014
1.	Number of options outstanding at the beginning of the year	97,425
2.	Number of options granted during the year	12,000
3.	Number of options forfeited/lapsed during the year	17,375
4.	Number of options vested during the year	27,075
5.	Number of options exercised during the year	5,400
6.	Number of shares arising as a result of exercise of options	5,400
7.	The exercise price of options granted during the year	1. 541.25 2. 623.90
8.	Variation of terms of options	NA
9.	Money realized by exercise of options (INR), if scheme is implemented directly by the company	'' 19,19,335
10.	Number of options outstanding at the end of the year	86,650

ii) Employee-wise details of options granted to

Key Managerial Personnel	NIL
Employees who received a grant in the year amounting to 5% or more of options granted during the year	Shri. Shri.	Vikram Sagar Ravi - 4000 options Venu M Menon - 8000 options
Identified employees who were granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

The Employee Stock Option Scheme 2014 is in compliance with the Securities and Exchange Board of India (Share based
Employee Benefits and Sweat Equity) Regulations 2021. The details required under Regulation 14 of the Securities and
Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations 2021 are available on the Company’s
website at https://www.matrimony.com/investors/investor-reports?search=financial_fillings&cat=Annual%20report

The Company has received a Certificate from the Secretarial Auditors of the company that the Scheme has been
implemented in accordance with the Securities and Exchange Board of India (Share based Employee Benefits and Sweat

Equity) Regulations 2021 as amended from time to time and in accordance with the resolution passed by the members in
the General meeting. The Certificate would be placed at the Annual General Meeting for inspection by members.

BOARD OF DIRECTORS

In the opinion of the Board, the independent Directors appointed by the Company possess adequate experience, expertise with
integrity and standing.

During the year under review, Shri. Milind Shripad Sarwate, Shri. George Zacharias and Shri Chinnikrishnan Ranganathan retired
as Independent Directors after completion of two terms of 5 years each on January 26, 2025. Shri. Rajesh Sawhney was
appointed as Independent Director on January 8, 2025 and Shri Chinnikrishnan Ranganathan continues as Non Executive
Director from January 27, 2025 which was subsequently confirmed by the shareholders vide resolution dated February 21,
2025. Shri. Murugavel Janakiraman Chairman and Managing Director retires at this Annual General Meeting and being eligible,
offers himself for re-election

KEY MANAGERIAL PERSONNEL

During the year under review, Shri Sushanth Shivram Pai, Chief Financial Officer has resigned and relieved from the services of
the Company with effect from February 17, 2025. The Company has identified a suitable candidate for the above position who
will be joining the Company in due course.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they have fulfilled all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.

Every Independent Director shall submit a declaration of Compliance with sub-rule (1) and (2) of the rule 6 of Companies
(Appointment and Qualification of Directors) Rules , 2014 as amended from time to time, along with the declaration that is
required under sub-section (7) of Section 149 of the Companies Act, 2013. The Company has obtained a declaration to that
effect from the Independent Directors.

All the independent Directors are exempted from passing online proficiency self-assessment tests based on their experience
and hence the requirement of passing online proficiency self-assessment tests is not applicable for the Independent Directors
of the Company.

The detailed terms of appointment of Independent Directors is disclosed on the Company’s website at the following link https://
www.matrimony.com/sites/default/files/newsroom-assets/2022-12/letter-of-appointment-of-independant-director-06-02-18.
pdf

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 9 Board meetings during the financial year under review and a separate meeting of the Independent Directors
on 24/03/2025.

BOARD EVALUATION

The performance evaluation of the Board, its committees and individual Directors including independent Directors was conducted
based on the criteria laid down by the Nomination and Remuneration Committee of the Company covering various aspects of
the Board’s functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and
performance of specific duties, obligation and governance.

The Board has carried out the annual performance evaluation pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (LODR) Regulations, of its own performance, the individual Directors including independent Directors
and its Committees based on the predetermined templates designed as a tool to facilitate evaluation process, on parameters such
as level of engagement, contribution, independence of judgement, safeguarding the interest of the Company and its minority
shareholders etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

The particulars of Loans, guarantees or investments made under section 186 of the Companies Act, 2013 is furnished below
Investment

Name of the Company	No of shares	Amount (in '')
Sys India Private Limited*	1,00,000	1,00,000
Consim Info USA Inc., USA	1,000	45,120
Matrimony DMCC	50	10,16,474
Astro-Vision Futuretech Private Limited	3,341	6,14,43,400
Bangladeshi Matrimony Private Limited*	16,51,739	1,44,58,400
Boatman Tech Private Limited*	16,692	9,94,95,400

* Includes shares held by Shri. Murugavel Janakiraman on behalf of the Company

# There are no loans and guarantee that are outstanding as at March 31, 2025

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

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts)
Rules, 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy including utilising alternate sources of energy

The Company strives and makes conscious efforts to reduce its energy consumption though business operations of the
Company is not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

5. Use of energy efficient assets

6. Discarding e-waste responsibly.

7. Use of energy efficient mode of transport whereever possible.

The Company has not made any capital investment on energy conservation equipments being less energy intensive.

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. It has constantly evolved through the use
of technology. From modernisation of the data centre, to automation powered by Artificial Intelligence (AI), to Machine
Learning (ML), and to the deployment of the Big Data platform and the Analytical database, the Company has constantly
been at the forefront when it comes to Technological advancements and transformations. The Company has adequate
members in Technology development functions and keep updating the changes in technology.

iii) Foreign Exchange earnings and outgo

The details of the Foreign Exchange earnings and outgo are given below

a) Earnings in Foreign Currency

Sl No	Particulars	2024-25	2023-24
1	Income from services	5,223	6,042
2	Database access fees & Business Licence Fees	223	222
Total		5,446	6,264

b) Expenditure in Foreign Currency

Sl No	Particulars	2024-25	2023-24
1	Advertisement Expenses	193	212
2	Technical & Web hosting charges	96	98
3	Other Expenses	114	466
4	Capital expenditure (Domain acquisition)	8	1,302
Total		411	2078

PARTICULARS OF EMPLOYEES & REMUNERATION

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section
12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are forming part of this report as ANNEXURE A.

The information required under 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as ANNEXURE B.

The Managing Director has not received any remuneration or commission from the subsidiary Companies.

SECRETARIAL AUDIT

The provisions of the secretarial audit under Section 204 are applicable to the Company. Accordingly, the Secretarial Auditor
was appointed to carry out the audit. The Audit report is attached as ANNEXURE C.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial
year to which this financial statement relates on the date of this report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest was outstanding as of the
Balance Sheet date.

DETAILS OF SUBSIDIARIES & ASSOCIATE COMPANY

Your Company has five wholly owned subsidiaries, viz. Sys India Private Limited, Consim Info USA Inc, Bangladeshi Matrimony
Private Limited, Matrimony DMCC, Dubai and Boatman Tech Private Limited. The Company has one Associate Company viz
Astro Vision Futuretech Private Limited.

The details of the financial performance of Subsidiaries/Associate Company are furnished in ANNEXURE D and attached to
this report.

HUMAN RESOURCES MANAGEMENT

Your Company has a pan India presence and employs around 2754 associates to accomplish the purpose of the Company’s
“HAPPY MARRIAGES”. We have unleashed the power of inclusion through our geographical spread to cater to various Indian
communities across the globe. Gender equity is our strength, as more than 50% of our associates are women, with an average
age of our associates being 29 years.

As Human Resources Function, we achieved many significant milestones with technology and automation at the heart of this
FY’25 journey.

Some of the initiatives we implemented as part of people practices included:

Great Place to Work® Certification - A Proud Milestone

In 2024, Matrimony.com proudly earned the prestigious Great Place to Work® Certification in our very first attempt—a significant
milestone in our journey. With an overwhelming 93% response rate and an impressive overall score of 73%, this recognition
reflects the trust, pride, and camaraderie our associates feel across the organization. It’s a true testament to our culture of inclusion,
collaboration, and continuous growth, and marks an inspiring chapter in our pursuit of excellence as an employer of choice.
This achievement encourages us to raise the bar even higher in building a people-first workplace. We remain committed to
nurturing a culture where every employee feels valued, heard, and empowered to thrive.

Impactful Leadership Program

In our continued journey to build strong, future-ready leaders, we conducted the Impactful Leadership workshop for all mid¬
level managers across India. Facilitated by the Senior HR Leadership team, this experiential learning program was anchored in
John Maxwell’s renowned 5 Levels of Leadership model. Through real-time scenario-based case studies, group activities, and
reflective sessions, managers explored what it truly means to move from being a “boss” to becoming a “leader.” Key takeaways
included how to empower teams, give effective feedback, and drive excellence through influence rather than authority. This
initiative marks a pivotal step in strengthening our leadership pipeline and fostering a culture of high performance and trust.

Sales Capability Building - Shifting Mindsets, Elevating Outcomes

To enhance frontline leadership in sales, we organized a 2-day Sales Capability Building workshop for all Regional Branch Managers
across business verticals. Conducted in partnership with BYLD, the workshop focused on transforming the sales approach from
transactional selling to consultative selling—a shift critical to building long-term customer value. A total of 32 Branch Managers
participated in this experiential learning journey, engaging in dynamic role plays, case studies, and scenario-based discussions.
The program was highly impactful, equipping our sales leaders with practical tools to influence customer decisions, understand
deeper needs, and drive sustainable business growth.

Driving Culture & Customer Centricity - Pan India Campaigns

This year, we launched two high-impact, organization-wide campaigns aimed at deepening employee engagement and
enhancing customer experience. The “Proud Matrimonite” campaign was designed to instill a strong sense of organizational
pride among associates, celebrating our shared purpose and values. In parallel, the “Moments of Truth” campaign focused on
empowering associates to create moments of magic, reduce moments of misery, and deliver memorable customer experiences
at every touchpoint.

Both campaigns were rolled out pan India through a combination of experiential learning workshops, creative mailers, and
engaging activities that brought the themes to life across teams and locations.

NATIONAL APPRENTICESHIP PROMOTION SCHEME (NAPS): NURTURING SKILLS, BUILDING FUTURES

During the year, over 300 individuals were onboarded under the National Apprenticeship Promotion Scheme (NAPS), reflecting
our ongoing commitment to building a skilled and future-ready workforce. This 12-month apprenticeship program equips trainees
with hands-on, practical experience in key functional areas such as Telesales and Retail Trade.

To support and encourage trainees throughout their learning journey, the stipend is structured with increments at the 4^th and
7^th month of the program. On successful completion of the apprenticeship period, a lump sum retention bonus is also awarded
as a token of appreciation and motivation.

While NAPS trainees are not covered under statutory social security schemes such as Provident Fund (PF) or Employee State
Insurance (ESI), the company ensures their well-being by providing Group Mediclaim Insurance and Group Personal Accident
Coverage during the entire training period.

Post-training, trainees are evaluated based on performance and business requirements, and successful candidates are absorbed
into full-time roles—marking a smooth transition from apprenticeship to long-term employment.

MATRIMORPHOSIS: Bridging Campus to Corporate

As part of our commitment to nurturing young talent and supporting employability in Tier 2 regions, we launched
Matrimorphosis, a structured campus-to-corporate transition program aimed at preparing engineering students for careers in
software development.

In FY’25, we signed Memorandums of Understanding (MoUs) with 8 engineering colleges, primarily located in Tier 2 cities such
as Coimbatore, Trichy, and Tanjore. More than 800 students from the 3^rd and 4^th year of core IT streams were evaluated through a
multi-stage screening process. From this pool, 250 high-potential students were selected to undergo intensive technical training.

A full-time trainer was onboarded to lead the program, which comprises 120 hours of structured learning-covering fundamentals
of programming and progressing to advanced stacks such as Typescript, Node.js, Angular.js, and React.js. To ensure minimal
disruption to regular academic schedules, the training was conducted outside core class hours.

The learning journey includes regular assignments, evaluations, and culminates in a final assessment to gauge individual
understanding and application. Additionally, students are grouped into 40 teams of 3 members each to work on capstone
projects. Final evaluation is based on project presentations and individual viva assessments, encouraging both collaborative and
independent thinking.

Though initiated as an extension of our CSR efforts, Matrimorphosis also aims to create a talent pipeline. We plan to offer 3-month
internships to 20-25 students and extend full-time employment opportunities to over 10 candidates based on performance.

Encouraged by the success and impact of the pilot, we are gearing up to scale the initiative to 12 colleges in FY’26, with training
scheduled to commence in Q2 of the fiscal year.

Giving back to Society

We continue our initiatives that were commenced in FY23 towards park maintenance at Chennai in association with the Tamil
Nadu Government. We renewed our park maintenance agreement for 3 more years. We are additionally maintaining the Elliot’s
Beach pedestrian walkway which was provided by the Greater Chennai Corporation (GCC) apart from other initiatives.

RELATED PARTY TRANSACTIONS

The Company has a Policy for dealing with Related Parties as per the requirements of the Companies Act, 2013 and Regulation
23 of the Listing Regulations.

In line with its stated policy, all Related Party transactions are placed before the Audit Committee for review and approval. The
related party transactions of the Company that are disclosed in the financial statements are transactions that are entered into
with the wholly owned subsidiaries & associate company pursuant to an agreement with them generally for a minimum period of
three years. The Company has not entered into any related party transactions other than with the Associate Company & Wholly
owned subsidiaries. The list of Related Parties is reviewed and updated periodically as per the prevailing regulatory conditions.

A statement containing the nature and value of the transactions entered into by the Company with Related Parties is presented
by the Chief Financial Officer for quarterly review by the Audit Committee. All transactions with Related Parties entered during
the financial year were in the ordinary course of business and on an arm’s length basis. There are no materially significant related
party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel, or their relatives that may
have a potential conflict with the interest of the Company at large. There are no other contracts or arrangements entered into
with Related Parties except with the wholly owned subsidiaries & Associate Company during the year. However, the details of
the contracts that are subsisting during the year is disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013 in
form AOC-2 as ANNEXURE E

CORPORATE GOVERNANCE

Your Company strongly believes that the spirit of Corporate Governance goes beyond the statutory form. Sound corporate
governance is the key driver of sustainable corporate growth and long-term value creation for the stakeholders and the protection
of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees
and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its
operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

The report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (LODR) Regulations, 2015 is presented in a
separate section and forms part of this report as ANNEXURE F.

Your Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015
as amended from time to time. The Auditor’s Certificate of Compliance with respect to the same is annexed along with the
Corporate Governance Report.

SOCIAL COMMITMENT

I) The Company’s philosophy on corporate social responsibility (CSR) is to

a) Ensure an increased commitment at all levels in the organisation, to operate its business in an economically, socially &
environmentally sustainable manner, while recognising the interests of all its stakeholders.

b) To directly or indirectly take up programmes that benefit the communities in & around its work locations and results, over
a period of time, in enhancing the quality of life & economic well-being of the local populace.

c) To generate, through its CSR initiatives, community goodwill for the Company and help reinforce a positive & socially
responsible image of the Company as a corporate entity.

II) The CSR committee was constituted for the implementation of CSR activities and the composition of the Committee as of
31^st March 2025 is given below

Sl. No.	Name of the Director	Position	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1.	Shri Murugavel Janakiraman - Managing Director	Chairman	2	2
2.	Shri Milind Shripad Sarwate -Independent Director*	Member	1	1
3.	Smt Deepa Murugavel- Non Executive Director	Member	2	2
4.	Smt. Akila Krishnakumar#	Member	1	1

*Member of the Committee upto January 8, 2025
#Member of the Committee from January 8, 2025

III) In accordance with the requirements of the CSR provisions in the Companies Act, 2013, the Company has put in place a
CSR policy incorporating the requirements therein. The web link where the composition of CSR committee, CSR Policy and
CSR projects approved by the board are disclosed on the website of the company which is also available on the Company’s
website at the following link:

https://www.matrimony.com/sites/default/files/newsroom-assets/2022-12/Corporate-Social-Responsibility-Policy.pdf

https://www.matrimony.com/investors/investor-reports?search=financiaLfillings&cat=CSR%20projects

https://www.matrimony.com/investors/investor-reports?search=corporate_governance&cat=Committee

IV) The details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable : Not applicable

V) Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not applicable

VI) a) Average net profit of the Company as per Section 135 (5): '' 6,028 Lakhs

b) Two percent of the average net profit of the company as per section 135(5): '' 124.16 Lakhs

c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil

d) Amount required to be set off for the financial year, if any: '' 24 Lakhs

e) Total CSR obligation for the financial year (b- d): '' 100.16 Lakhs

VII) a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): '' 102 Lakhs

b) Amount spent on Administrative Overheads: NIL

c) Amount spent on Impact Assessment, if applicable: NIL

d) Total amount spent for the Financial Year (a b c)): '' 102 lakhs

e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year.	Amount Unspent (in '' lakhs)
(in '' lakhs)	Total Amount transferred to Unspent CSR Account as per section 135(6).	Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount. Date of transfer.	Name of the Fund Amount. Date of transfer.
102	- -	- - -

f) Excess amount for set off, if any

Sl. No.	Particulars	Amount (in '' Lakhs)
(i)	Two percent of average net profit of the company as per section 135(5)	124
(ii)	Total amount spent for the Financial Year (including carried forwarded of excess spent of T 24 lakhs from FY 2023-24)	126
(iii)	Excess amount spent for the financial year [(ii)-(i)]	2
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	-
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	2

VIII) (a) Details of Unspent CSR amount for the preceding three financial years: NIL

IX) Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the
Financial Year: No

X) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).

Not applicable

The CSR committee hereby confirms that, the implementation and monitoring of CSR policy, is in compliance with CSR objectives
and policy of the Company.

STATUTORY AUDITORS

M/s B.S.R & Co LLP, Chartered Accountants has been appointed as Statutory Auditors from the financial year 2022-23 for a
period of 5 years at the 21^st Annual General Meeting. They continue to serve as Statutory Auditors of the Company.

SECRETARIAL AUDITOR

Based on the recommendation of the Board in its meeting held on May 16, 2025, V Suresh Associates., Company Secretaries
(Firm registration no: P2016TN053700), is proposed to be appointed as secretarial auditors of the Company to hold office for
a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 subject to the approval of
shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

AUDIT REPORTS

The Auditors’ Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The report is enclosed
with the financial statements in this Annual Report.

The Secretarial Auditors’ Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial
Auditors’ Report is enclosed as Annexure C to the Board’s report, which forms part of this Annual Report.

The Auditor’s Certificate confirming compliance with conditions of corporate governance as stipulated under the Listing
Regulations, for fiscal 2025 is enclosed as Annexure B to the Corporate Governance Report , which forms part of this Board’s report.

The Secretarial Auditor’s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, will be made available during the AGM.

RISK MANAGEMENT

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risk which might impact
operations and on a more serious level and also threaten the existence of the Company. Risks are assessed department wise,
such as financial risks, information technology related risks, legal risks etc. The management also ensures that the Company is
taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.
The information on the risk management is explained in detail in the Management Discussion and Analysis Report which forms
part of this report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members who are independent Directors

Shri S. M Sundaram
Shri. Rajesh Sawhney
Smt. Akila Krishnakumar

The provisions of Rule 7 of Companies (Meetings of the Board and its Powers) Rules, 2013 regarding Establishment of
Vigil Mechanism are applicable to the Company. Accordingly, the Company has formulated a policy on vigil mechanism and
whistle blower.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of
sexual harassment at workplace. The company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, there were 7 complaints on sexual harassment and appropriate action was taken after the
investigation. Necessary steps were taken to create awareness on the prevention of Sexual harassment policy.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and
administration) Rules, 2014 is available in the website of the Company under the link https://www.matrimony.com/investors/
investor-reports?search=financial_fillings&cat=Extract%20of%20annual%20return

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators, courts or tribunals impacting the going concern status and
future operation of the Company.

DISCLOSURE UNDER SUB RULE 5(XI) & (XII) OF RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy code,
2016 (31 of 2016) during the year. Further, the Company has neither taken any loan from the Banks or Financial institutions nor
entered into any one time settlement with them.

INTERNAL CONTROL SYSTEMS

Internal control systems in the organization are looked at as key to its effective functioning. The Internal Audit team periodically
evaluates the adequacy and effectiveness of these internal controls, recommends improvements and also reviews adherence
to policies based on which corrective action is taken to address gaps, if any. Revenue and capital expenditures are governed by
approved budgets and the levels are defined by a delegation of authority mechanism. Review of capital expenditure is undertaken
with reference to benefits expected in line with the policy for the same. Investment decisions are subject to formal detailed
evaluation and approved by the relevant authority as defined in the delegation of authority mechanism. The Audit Committee
reviews the plan for internal audit, significant internal audit observations and functioning of the Company’s Internal Audit
department on a periodic basis.

Internal Financial Control Systems with reference to the Financial Statements

The Company has a formal system of internal financial control to ensure the reliability of financial and operational information
and regulatory & statutory compliances. The Company’s business processes are enabled by an Enterprise-wide Resource Platform
(ERP) for monitoring and reporting processes resulting in financial discipline and accountability. An independent audit has been
carried out for testing Internal Financial Control system during the financial year for ascertaining the control effectiveness.

Disclosure on maintenance of Cost Record

The Company is not required to maintain the cost records under sub-section (1) of section 148 of the Companies act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility
Statement-

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

(b) they have 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 at the end of the financial
year and of the profit of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(d) they have prepared the annual accounts on a going-concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively

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

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government
Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors of Matrimony.com Limited

Place: Chennai Murugavel Janakiraman

Date: May 16, 2025 Chairman & Managing Director & Chairman of CSR committee

---

Mar 31, 2018

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the seventeenth annual Report of the Company together with the audited consolidated & standalone financial statements and the auditor’s Report thereon for the financial year ended March 31, 2018.

The results of operations for the year under review are given below:

Results of Operations

in Rs Lakhs, except per equity share data

	Consolidated		Standalone
	FY 18	FY 17	FY 18	FY 17
1. Net Revenue	33,544.49	29,281.91	30,821.32	26,746.71
2. Other Income	9.33	11.04	23.91	21.55
3. Total income (1 21	33,553.82	29,292.95	30,845.23	26,768.26
Expenditure:
a| Employee Benefit Expenses	13,288.98	1 1,640.16	13,274.81	11,608.10
b) Marketing Expenses	5,603.20	5,223.04	5,592.33	5,185.57
c) Infra /Communication/ Admin Expenses	6,892.92	6,534.71	6,644.33	6,226.88
4. Total expenditure	25,785.10	23,397.91	25,511.47	23,020.55
5. EBITDA (3 - 4)	7,768.72	5,895.04	5,333.76	3,747.71
6. Depreciation/Amortization	957.45	1,038.18	957.1 5	1,034.45
7. PBIT (5 - 6)	6,811.27	4,856.86	4,376.61	2,713.26
8. Finance Cost	153.20	558.66	125.98	441.52
9. Finance Income	635.26	437.08	639.01	453.99
10. Profit before tax and exceptional items (7 - 8 9)	7,293.33	4,735.28	4,889.64	2,725.73
11. Exceptional (Income) / Expenses	(1,281.92)	437.21	(1,281.92)	438.75
12. Net Profit before tax (10 - 11)	8,575.25	4,298.07	6,171.56	2,286.98
13. Tax Expense	1,188.99	1.41	1,188.73	-
14. Net Profit after tax (12 - 13)	7,386.26	4,296.46	4,982.83	2,286.98
15. Other Comprehensive Income -Net of Tax	(49.80)	(38.28)	(60.06)	(52.13)
16. Total Comprehensive Income (14 15)	7,336.46	4,258.38	4,922.77	2,234.85
17. Retained Earnings (Opening Balance)	(4,338.62)	(8,596.77)	(1,333.85)	(3,582.55)
18. Transfer to General Reserve	-	-	-
19. Retained earnings (Closing Balance)	2,991.37	(4,338.62)	3,592.72	(1,333.85)
20. EPS Basic	33.61	22.69	22.67	12.08
21. EPS Diluted	33.40	20.02	22.53	10.66

Your Company has adopted Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder The date of transition into Ind AS is April 1, 2016 and accordingly, these consolidated and standalone financial results have been prepared in accordance with the recognition and measurement principles in Ind AS and other accounting principles generally accepted in India. The impact of transition has been accounted for in the opening reserves and the comparative period figures have been restated accordingly.

The following are the areas which had an impact on account of transition to Ind AS:

- Employee costs pertaining to defined benefit obligations

- Discounting of certain long-term liabilities

- Share-based payments

- Fair valuation / Discounting of Financial Assets

- Reversal of rent straightlining

Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the notes to financial statements.

Business Review

Your Company has achieved consolidated income of Rs 33,553.82 Lakhs during the year under review as against Rs 29,292.95 Lakhs during the previous financial year a growth of 14.5% year on year. The operating expenses stood at Rs 25,785.10 Lakhs during the year as against Rs 23,397.91 Lakhs of the previous year, representing an increase of 10.2%. The Earnings before Interest, Tax and Depreciation (EBITDA) for the year was at Rs. 7,768.72 Lakhs as against Rs. 5,895.04 Lakhs for the previous year, a growth of 31.8%. The Profit before Tax and Exceptional item for the year was at Rs. 7,293.33 Lakhs as against Rs 4,735.28 Lakhs of the previous year, representing a growth of 54.0%. The Company’s consolidated Net Profit (PAT) for the year was at Rs. 7,386.26 Lakhs, a growth of 71.9%, against the previous year. The net profit for the year includes the one time receipt of Rs 1,281.92 Lakhs from Mr Murugavel Janakiraman, Managing Director of the Company towards the obligation he had as per the terms of the agreement with the defendants of a legal suit in USA.

Your Company has two business segments, Matchmaking & Marriage Services and considers them as primary segment under Ind AS 108 for reporting.

Matchmaking

Profile registration in Matchmaking segment recorded a growth of 15.8% year on year. The revenue for the current year was at Rs. 31,907.93 Lakhs as against Rs. 28,076.35 Lakhs for the previous year, resulting in a growth of 13.6%. The matchmaking EBITDA for the year grew by 28.2% to reach Rs.10,437.75 Lakhs as against Rs. 8,138.92 Lakhs of the previous year. The EBITDA margin enhanced for the year and was at 32.7% as against 29.0% of the previous year.

Marriage Services

The Marriage Services Revenue for the year was at Rs. 1636.56 Lakhs as against Rs. 1205.56 Lakhs of the previous year, resulting in a growth of 35.8%. The cash burn for the year was Rs. 1684.56 Lakhs as compared to Rs. 1217.66 Lakhs of the previous year. During the last quarter of the financial year your Company launched matrimonymandap vertical. This segment is in very nascent stage and is expected to incur cash loss till a material size is attained.

Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and analysis Report forming part of this annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review has stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presented as in a separate section and forming part of this report.

Liquidity

Your Company, posts the completion of the public issue of equity shares, has repaid the Working Capital facility and is debt free. As on March 31, 2018, on a consolidated basis, we had liquid assets (includes cash and cash equivalents and investments) of Rs. 1 7,149.70 Lakhs, as against Rs. 5,801.21 Lakhs at the end of previous year. The details of these investments are disclosed under the ‘non-current and current investments’ section in the standalone and consolidated financial statements in this Annual Report.

Future Outlook

Your Company being the leader in the matchmaking space believes the growth prospect is high as the Country has large unmarried population spread across the Globe. Also with the increasing internet and mobile penetration in India, cultural receptivity to arranged marriages and increased freedom of choice over life decisions, the growth opportunity is large. Internet base in India is expanding very rapidly and is expected to grow significantly in the coming years and this augurs well for the on line matchmaking segment. To ride on the growth, your Company will continue to focus on product, process improvements and invest in brand.

Dividend

Your Company has been consistent in generating operating cash flow over the years. The Board had reviewed the dividend policy of the Company in its meeting held on February 1, 2017 and the dividend policy indicates that the Company endeavors to maintain a dividend pay-out ratio of 10%-15% of standalone profits after tax, excluding exceptional transactions. The payout ratio may be altered if cash is to be retained under certain circumstances. In line with the policy the Board has recommended a maiden final dividend of Rs 1.50 per equity share in its meeting held on May 3, 2018 subject to approval by the shareholders at the ensuing annual general Meeting. The total dividend pay-out including the Dividend Distribution tax for the current year is Rs 410.92 Lakhs.

Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Significant Events

Your Company has completed the Initial Public Offer (IPO) of 5,102,151 equity shares of Rs. 5 each at an issue price of Rs. 985 per share consisting of fresh issue of 1,334,897 equity shares and an offer for sale of 3,767,254 equity shares by selling shareholders. The equity shares of the Company were listed on BSE Limited (“BSE”] and National Stock Exchange of India Limited (“NSE”) with effect from September 21, 2017. Paid up capital of the Company post the listing and ESOP allotment is at 2,27,10,911 equity shares of Rs 5 each.

Shares

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any Bonus Shares during the year under review Employees Stock Option Scheme

The Employee Stock option scheme enables the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company inter alia, administers and monitors the employee stock option scheme in accordance with the applicable SEBI Regulations. The disclosure as required under Rule 12(9] of the Companies (Share Capital and Debentures] Rules, 2014 is as under

i) Options movement during the year

Sl. No.	Particulars	ESOS 2014
1.	Number of options outstanding at the beginning of the year	315426
2.	Number of options granted during the year	23300
3.	Number of options forfeited / lapsed during the year	11780
4.	Number of options vested during the year	122995
5.	Number of options exercised during the year	134423
6.	Number of shares arising as a result of exercise of options	134423
7.	Variation of terms of options	NIL 15055869
8.	Money realized by exercise of options (INR], if scheme is implemented directly by the company
9.	Number of options outstanding at the end of the year	192523

ii) Employee wise details of options granted to

Key Managerial Personnel	Shri. K Balasubramanian, Chief Financial Officer received 5000 options during the year
Employees who received a grant in the year amounting to 5% or more of options granted during the year	Shri. Narayanan R, GM - Campaign Analytics received 3000 options during the year
	Shri. Srinath Duggirala Vice President - Product received 3600 options during the year
	Smt. Uma Srinivasan Asst Vice President - HR received 3600 options during the year
	Shri. Ragu V General Manager - Technical received 3000 options during the year
	Shri. Dinesh Nirmal David, Asst Vice President - Elite Sales received 3600 options during the year Shri. K Balasubramanian, Chief Financial Officer received 5000 options during the year Shri. Sanjeev Misra, Sr Vice President - Sales received 1500 options during the year Nil
Identified employees who were granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions] of the company at the time of grant

The Employee Stock Option Scheme 2014 is in compliance with SEBI (Share based Employee Benefits] Regulations 2014. The scheme was subject to certain amendments during the year for better administration of the scheme. The details required under Regulation 14 of the SEBI (Share based Employee Benefits] Regulations 2014 are available on the Company’s website at https://www.matrimony.com/investors/annual_ report/Disclosure under SEBI Regulations 2018. php

The Company has received a Certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolution passed by the members. The Certificate would be placed at the Annual General Meeting for inspection by members.

Board of Directors

During the year under review, the Nominee Directors Shri. Vishal Vijay Gupta, Shri. Avneet Singh Kochar and Shri. Nikhil N Khattau resigned from the Board. Smt. Deepa Murugavel, Non-Executive Director retires at this Annual General Meeting and being eligible offer herself for reelection.

Shri. C. K Ranganathan, Independent Director resigned as Chairman of the Company during the year and continues to be an Independent Director on the Board. Shri. Murugavel J, Promoter and Managing Director has been appointed as Chairman of the Company.

Number of Board Meetings Conducted During the Year Under Review

The Company had 9 Board meetings during the financial year under review and a meeting of the Independent Directors was held on 21/03/2018.

Board Evaluation

The performance evaluation of the Board, its committees and individual Directors including independent Directors was conducted based on the criteria laid down by the Nomination and Remuneration Committee of the Company covering various aspects of the Board’s functioning such as adequacy of the Composition of the Board and its committees, Board culture, execution and performance of specific duties, obligation and Governance.

The Board has carried out the annual performance evaluation pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, of its own performance, the individual Directors including independent Directors and its Committees based on the predetermined templates designed as a tool to facilitate evaluation process, on parameters such as level of engagement, contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

Policy on Director’s appointment and remuneration policy of the Company

The Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable. The relationship of remuneration to performance is clear and appropriate to the long term goals of the Company. The said policy is available in the Company’s website at the following link https://www.matrimony.com/investors/policies/remuneration-policy.pdf.

Particulars of Loans, Guarantees or Investments Made

The particulars of Loans, guarantees or investments made under section 186 of the Companies Act, 2013 is furnished below:

Investment
Name of the Company	No of shares	Amount (in Rs.)
Community Matrimony Private Limited	# 100000	100000
Sys India Private Limited	* 100000	100000
Matchifv Services Private Ltd	#4124500	41245000
Tambulya Online Marketplace Private Ltd	#3050000	30500000
Consim Info USA Inc., USA	1000	45120

# includes 1 share held by Shri. Murugavel J - Chairman & Managing Director on behalf of the Company

* includes 100 shares held by Shri. Murugavel J - Chairman & Managing Director on behalf of the Company

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts)Rules, 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy

The Company strives and makes conscious efforts to reduce its energy consumption though business operations of the Company is not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. The Company has adequate members in Technology development functions and keep updating the changes in technology.

iii) Foreign Exchange earnings and outgo

The details of the Foreign Exchange earnings and outgo are given below

Particulars of Employees & Remuneration

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as an Annexure A.

The information required under 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B.

The Managing Director has not received any remuneration or commission from its subsidiary.

Secretarial Audit

The provisions of the secretarial audit under Section 204 are applicable to the Company. Accordingly the Secretarial Auditor was appointed to carry out the audit. The Audit report is attached as Annexure C.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Material Changes and Commitment if any Affecting the Financial Position of the Company Occurred Between the Ends of the Financial Year to which this Financial Statement Relate and the Date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and the date of this report.

Fixed Deposits

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on the Balance Sheet date.

Details of Subsidiaries

Your Company has five wholly owned subsidiaries, of which Sys India P Ltd and Consim Info USA Inc are active whereas Community Matrimony P Ltd, Tambulya Online Marketplace P Ltd and Matchify Services P Ltd are dormant. Efforts are on, for these dormant Companies, to file an application under Section 248 (2) for removing the name of the Company from the Registrar of Companies. The details of financial performance of Subsidiary / Joint Venture / Associate Company is furnished in Annexure D and attached to this report.

Human Resources Management

Your Company having a pan India presence employs around 4300 associates to accomplish the purpose of the Company “HAPPY MARRIAGES”. We have unleashed the power of inclusion by our geographical spread to cater to various Indian communities across the globe. Gender equity is our strength, as 50% of our associates are women, with an average age of our associates being 27 years. Internal Employee Satisfaction Survey conducted during the year revealed a high score reflecting your Company to be an Employer of Choice. Focus will be on in the coming years to undertake Career Development Program wherein competency gaps of select individual employees will be identified. Individual Development Plans (IDPs] will be drawn up, based on the gaps identified.

Related Party Transactions

The Company has a Policy for dealing with Related Parties as per the requirements of the Companies Act, 2013 and Regulation 23 of the Listing Regulations.

In line with its stated policy, all Related Party transactions are placed before the Audit Committee for review and approval. The related party transactions of the Company that are disclosed in the financial statements are transactions which are entered into with the wholly owned subsidiaries pursuant to an agreement with them for a minimum period of three years. The Company has not entered into any related party transactions other than with the wholly owned subsidiaries. The list of Related Parties is reviewed and updated periodically as per the prevailing regulatory conditions.

A statement containing the nature and value of the transactions entered into by the Company with Related Parties is presented by the Chief Financial Officer for quarterly review by the Committee. All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm’s length basis. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large. There are no contracts or arrangements entered into with Related Parties during the year. However the details of the contracts that are subsisting during the year is disclosed under Sections 188(1] and 134(h] of the Companies Act, 2013 in form AOC-2 as ANNEXURE E.

Social Commitment

The Company’s philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education, environmental sustainability and healthcare as the core focus areas. In accordance with the requirements of the CSR provisions in the Companies Act, 2013, the Company has put in place a CSR policy incorporating the requirements therein which is also available on the Company’s website at the following link: https://www.matrimony.com/investors/policies/Corporate-Social-Responsibility-Policy.pdf.

The Company has also constituted a Corporate Social Responsibility (CSR] Committee of the Board during the current year. This Committee will identify and oversee implementation of the CSR activities of the Company from the current year onwards.

Though the CSR is not applicable to your Company in the current financial year, on a voluntary basis the Company has contributed Rs. 7.01 Lakhs for the social development.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6] of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Statutory Auditors

M/s. S.R.Batliboi and Associates LLP, Chartered Accountants, Chennai were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30^th September 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Risk Management

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risk which might impact operations and on a more serious level and also threaten the existence of the Company. Risks are assessed department wise, such as financial risks, information technology related risks, legal risks etc. The management also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

Disclosure of Composition of Audit Committee and Providing Vigil Mechanism

The Audit Committee consists of the following members who are independent Directors

Shri. Milind S Sarwate Shri. George Zacharias Shri. C K Ranganathan

The provisions of Rule 7 of Companies (Meetings of the Board and its Powers) Rules, 2013 regarding Establishment of Vigil Mechanism are applicable to the Company. Accordingly the Company has formulated a policy on vigil mechanism and whistle blower.

Prevention of Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2017-18, there were 8 complaints on sexual harassment and appropriate action was taken after investigation. There were no complaints pending to be redressed at the end of the year.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as ANNEXURE F and the same is also available in the website of the Company.

Corporate Governance

Your Company strongly believes that the spirit of Corporate Governance goes beyond the statutory form. Sound corporate governance is the key driver of sustainable corporate growth and long term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stake holders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

The report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (LODR) Regulations, 2015 is presented in a separate section as ANNEXURE G and forming part of this report.

Your Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 as amended by from time to time. The Auditors Certificate on compliance with respect to the same is annexed along with Corporate Governance Report.

Details of Significant and Material Orders

No significant and material orders were passed by the regulators, courts or tribunals impacting the going concern status and future operation of the Company

Internal Control Systems

Internal control systems in the organisation are looked at as the key to its effective functioning. The Internal Audit team periodically evaluates the adequacy and effectiveness of these internal controls, recommends improvements and also reviews adherence to policies based on which corrective action is taken to address gaps, if any. Revenue and capital expenditures are governed by approved budgets and the levels are defined by a delegation of authority mechanism. Review of capital expenditure is undertaken with reference to benefits expected in line with the policy for the same Investment decisions are subject to formal detailed evaluation and approved by the relevant authority as defined in the delegation of authority mechanism. The Audit Committee reviews the plan for internal audit, significant internal audit observations and functioning of the Company’s Internal Audit department on a periodic basis.

Internal Financial Control Systems with reference to the Financial Statements

The Company has a formal system of internal financial control to ensure the reliability of financial and operational information and regulatory & statutory compliances. The Company’s business processes are enabled by an Enterprise-wide Resource Platform (ERP) for monitoring and reporting processes resulting in financial discipline and accountability.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5] of the Companies Act, 2013 the Board hereby submit its responsibility Statement-

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

b] the Directors have 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 at the end of the financial year and of the loss of the company for that period;

c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 have laid down adequate Internal Financial Controls to be followed by the company and that such Internal Financial Controls were operating effectively during the financial year ended 31^st March 2018; and

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.

Acknowledgments

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors of Matrimony.com Limited

Place: Chennai Murugavel J

Date: May 3, 2018 Chairman & Managing Director