Matrimony.com Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2025

n) Provisions

Provisions are determined on the best estimates required to settle the obligation at the balance sheet date. Depending
on the nature of the underlying obligation, provisions will be discounted to its present value. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.

o) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation
that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A
contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot
be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone
financial statements.

p) Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable

For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above (Refer
note 39).

q) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.

However, trade receivables that do not contain a significant financing component are measured at transaction price.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Company’s business model for managing them.

I n order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise
to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment
is referred to as the SPPI test and is performed at an instrument level.

Financial Assets - Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level
because this best reflects the way the business is managed and information is provided to management. The information
considered includes:

• The stated policies and objectives for the portfolio and the operation of those policies in practice. These include
whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate
profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows
or realising cash flows through the sale of the assets;

• How the performance of the portfolio is evaluated and reported to the Company''s management;

• The risks that affect the performance of the business model (and the financial assets held within that business model)
and how those risks are managed;

• How managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and

• The frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations
about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales
for this purpose, consistent with the Company''s continuing recognition of the asset.

Subsequent measurement
Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses
arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and
contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at
FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive
income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis.
The classification is made on initial recognition and is irrevocable.

I f the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of
investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s standalone balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the
Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case,
the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables
and bank balance;

• Trade receivables or any contractual right to receive cash or another financial asset that result from transactions.

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract
revenue receivables.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets, the Company determines that whether there has been a
significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is
used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial
recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within
12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and
all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating
the cash flows, an entity is required to consider:

• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument
cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument;

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its
trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement
of profit and loss (P&L). This amount is reflected under the head ‘other expenses’ in the P&L. The balance sheet presentation
for various financial instruments is described below:

• Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented
as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces
the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance
from the gross carrying amount;

• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as
a liability;

• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance
is not further reduced from its value. Rather, ECL amount is presented as ‘accumulated impairment amount’ in the OCI.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared
credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit
risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables and lease liabilities.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit and loss when the liabilities are derecognised as well as through the EIR
amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse
the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms
of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction
costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of
the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less
cumulative amortisation.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a current
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

r) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the cash flows, cash and cash equivalents consist of cash and short-term deposits.

s) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted
earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number
of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

t) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision¬
maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Corporate Management Committee.

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in
nature of products and services offered, the nature of production processes, the type and class of customer and distribution

methods. Segment revenue arising from third party customers is reported on the same basis as revenue in the financial
statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led.

Segment results represent profits before finance charges, unallocated corporate expenses and taxes. “Unallocated Corporate
Expenses” include revenue and expenses that relate to initiatives /costs attributable to the enterprise as a whole and are
not attributable to segments.

u) Cash dividend and non-cash distribution to equity holders of the Company

The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company when the
distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in
India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly
in equity.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-measurement
recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount
of the assets distributed is recognised in the statement of profit and loss.

v) Investment in Subsidiaries and Associate

Investment in Subsidiaries and Associate are carried at cost in the separate financial statements as permitted under Ind AS
27. These investments are assessed for impairment in the manner outlined in Note 2.3(g).

w) Non-current assets held for sale

The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered
principally through a sale rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and
fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal
group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal
group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the sale and the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the
exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets or
disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary
for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The
Company treats sale of the asset or disposal group to be highly probable when:

• The appropriate level of management is committed to a plan to sell the asset (or disposal group),

• An active programme to locate a buyer and complete the plan has been initiated (if applicable),

• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current
fair value,

• The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or
that the plan will be withdrawn.

Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale. Assets
and liabilities classified as held for sale are presented separately from other items in the balance sheet.

2.3. Changes in accounting policies and disclosures
Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified
Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Company with effect from April 1, 2024. The Company has reviewed the new pronouncements and based
on its evaluation has determined that it does not have any significant impact in its financial statements.

The Board of Directors at its meeting held on September 05, 2024, approved a proposal to buyback up to 702,439 equity
shares of the Company for an aggregate amount not exceeding ''7,200 lakhs, being 24.85% and 24.98% of the aggregate of
the total paid-up equity share capital and free reserves of the Company based on the audited standalone and consolidated
financial statements respectively as at March 31, 2024, at a price not exceeding ''1,025 per equity share subject to approval
from shareholders. Subsequently, on October 11, 2024 the shareholders approved the buyback of equity shares and on
October 15, 2024, the buyback committee of the Board of Directors approved the final buyback price of ''1,025. The record
date for determining the buyback entitlement was determined to be October 25, 2024 and the tendering period for the
buyback commenced from October 30, 2024 to November 06, 2024. The Company completed the buyback of shares by
November 12, 2024 and extinguished the shares by November 18, 2024. The Company incurred ''142 lakhs as expenses
towards buyback of equity shares and accounted it as reduction from the equity during the year ended March 31, 2025.

Nature and purpose of reserves

(a) Securities premium

The amount received in excess of the face value of equity shares has been classified as securities premium. This reserve
is utilised in accordance with Section 52 of Companies Act, 2013.

(b) Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company as on balance sheet date.

(c) Share based payment reserve

The share options outstanding account is used to record the fair value of equity-settled, share-based payment
transactions with employees. The amounts recorded in share options outstanding account are transferred to securities
premium upon exercise of stock options and transferred to the retained earnings account to the extent of stock options
vested and not exercised by employees.

(d) Capital redemption reserve

In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal
to the nominal value of the shares bought back as an appropriation from the retained earnings. The reserve is utilised
in accordance with Section 69 of the Companies Act, 2013.

20 Provisions (continued)

Notes:

(a) Employees’ Provident Fund (EPF): During the year ended March 31, 2015, the Company received a demand order
from Regional Commissioner of Provident Fund, on account of non- inclusion of various allowances for the calculation
of Provident Fund (PF) contribution for the period April 2012 to May 2014, which was disputed by the Company.
Pending conclusion of the related proceedings, the Honourable Supreme Court issued an order dated February 28,
2019, in a matter similar to the case involving the Company as detailed above. Subsequently, during the year 2019¬
20, the Company received demand order from PF Recovery Officer to pay '' 163 lakhs to the respective employee PF
accounts or by way of Demand Draft (DD) in favour of Regional Provident Fund Commissioner. The Company during
the year 2019-20, obtained an interim stay on this demand. The Company has paid ''163 lakhs of the demand and
'' 8 lakhs of interest under protest. Company has also further remitted an additional demand of '' 10 lakhs for penalty.

There are numerous interpretative issues relating to this Supreme Court judgement. The Company based on legal
advice received and management’s evaluation and best estimate, had made a provision for the demand amount of
'' 163 lakhs and for an interest of '' 73 lakhs. As a matter of prudence, the Company has also provided for '' 20 lakhs
for further periods. Based on evaluation of the Supreme Court order, the management has determined that the
position followed by it for periods subsequent to the demand (as above), i.e. from May 2014 is appropriate. Overall
the Company has accounted for a total provision is '' 256 lakhs as at March 31, 2025 and March 31, 2024. The
Company has created the above provision without prejudice to its legal rights under the Employees Provident Fund
and Miscellaneous Provisions Act, 1952.

Based on legal advice obtained and management assessment in this regard, no provision is deemed necessary towards
interest and penalty on PF demanded for employees whose details are not identifiable and with respect to the penalty
for employees, whose details are identifiable. Accordingly, interest obligation of '' 63 lakhs and damages for '' 153
lakhs respectively are disclosed as contingent liabilities as at March 31, 2025 and March 31, 2024 (refer note 36(c)).

(b) Service tax: The Company received a demand order of '' 350 lakhs along with interest and penalty from Commissioner
of Service Tax for non-payment of service tax on certain services made during the period FY 2008-09 to 2012-13.
While the liability has been confirmed by the Commissioner of Goods and Service Tax, the Company disputes the same
and has filed appeal with Customs Excise and Service Tax Appellate Tribunal (CESTAT) and has deposited '' 26 lakhs
towards statutory pre-deposit for filing appeal. As a matter of prudence, the Company has provided '' 14 lakhs for
service tax demand, '' 35 lakhs for interest upto FY 2023-24 and an additional amount of '' 2 lakhs during FY 2024-25.
Overall the Company has accounted for a total provision is '' 51 lakhs as at March 31, 2025. Based on evaluation of the
technical position as well as legal advice obtained from experts, the management believes that the ultimate outcome
of this proceedings would be favourable. Accordingly, the Company has disclosed the balance demand amount of
'' 336 lakhs and interest and penalty aggregating to '' 1,103 lakhs as contingent liability. (refer note 36(c)).

Performance obligation:

Information about the Company''s performance obligations are summarised below:

(a) Matchmaking services

The performance obligation is satisfied over the period of subscription ranging from 1 to 12 months and the payment
is collected upfront.

(b) Marriage services & others

Marriage services & others consist of WeddingBazaar services, Mandap services, Astrology services and new initiatives
launched during the current year which include Many Jobs and Wedding Loans.

(i) Wedding Bazaar services

The primary performance obligation under Wedding bazaar services contract is satisfied over the period of
subscription and the payment is collected upfront. The Company also charges a fixed fee for other services
provided under the contract for which the performance obligation is satisfied over the period of the contract.
There are no significant financing component in these contracts.

(ii) Mandap services

The primary performance obligation under Mandap services contract is satisfied over the period of subscription
and the payment is collected upfront. There are no significant financing component in these contracts.

(iii) Astrology services

The primary performance obligation under Astrology services contract is satsified at the point of time when
the service is provided. The payment is collected upfront. There are no significant financing component in
these contracts.

33 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with Ind AS requires the Company’s management to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that
are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical
experience and other factors including estimation of effects of uncertain future events that are considered to be relevant.
Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates (accounted
on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods. The following are
the critical judgements and estimations that have been made by the management in the process of applying the Company’s
accounting policies that have the most significant effect on the amounts recognised in the financial statements and/or key
sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.

(A) Judgements

In the process of applying the Company''s accounting policies, management has made the following judgements, which
have the most significant effect on the amounts recognised in the financial statements.

(i) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques including the
DCF model. The inputs to these models are taken from observable markets where possible, but where this is
not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the
reported fair value of financial instruments. See Note 40 for further disclosures.

(ii) Leases

The Company has entered into leases for office premises, branches and retail outlets. The Company determines
the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend
the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease,
if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement date, the Company reassesses the lease term if there
is a significant event or change in circumstances that is within its control and affects its ability to exercise or not
to exercise the option to renew or to terminate.

(B) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are described below. The Company based its assumptions and estimates on parameters available
when these financial statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.

33 Significant accounting judgements, estimates and assumptions (continued)

(i) Taxes

Determining of income tax liabilities using tax rates and tax laws that have been enacted or substantially enacted
requires the management to estimate the level of tax that will be payable based upon the Company’s / expert’s
interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome
of any open tax assessments including litigations or closures thereof.

Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be
available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and
unused tax credits could be utilized.

In respect of other taxes which are in disputes, the management estimates the level of tax that will be payable
based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements and
an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

(ii) Impairment of non - financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of
disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for
similar assets or observable market prices less incremental costs for disposing of the asset. The value in use
calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do
not include restructuring activities that the Company is not yet committed to or significant future investments
that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful
lives recognised by the Company.

(iii) Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date. Further details about gratuity obligations are disclosed in Note 35.

(iv) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions of the grant. This estimation requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option, volatility and dividend yield and making assumptions about them. The Black-Scholes valuation model has
been used by the management for share-based payment transactions. The assumptions and models used for
estimating fair value for share-based payment transactions are disclosed in Note 34.

(v) Depreciation on property, plant and equipment

The management has estimated the useful life of its property, plant and equipment based on technical assessment.
The estimate has been supported by independent assessment by internal technical experts and review of
history of asset usage. The management believes that these estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are likely to be used.

33 Significant accounting judgements, estimates and assumptions (continued)

(vi) Leases - estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to
pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company
‘would have to pay’, which requires estimation when no observable rates are available or when they need to be
adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs
(such as market interest rates) when available and is required to make certain entity-specific estimates.

34 EMPLOYEE STOCK OPTION PLANS

Employee stock option scheme

On October 13, 2010, the Board of Directors approved the Employee Stock Option Scheme for providing stock options to
its employees (“ESOS 2010”). The said scheme has been subsequently amended and renamed as Employee Stock Option
Scheme 2014 (“ESOS 2014” or “Scheme”) vide resolution passed in the Board Meeting dated April 7, 2014. The fair value
of the employee share options has been measured using the Black-Scholes formula. The Scheme has also been approved by
Extra-Ordinary General Meeting of the members of the Company held on November 19, 2010 and April 11, 2014, noting
the approval accorded to the original Scheme and the subsequent amendments respectively. The Scheme is administered
by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below:

Exercise period:

As per the Scheme, the options can be exercised within a period of 5 years from the date of vesting.

The expense recognised (net of reversal) for share options during the year is ''35 lakhs (March 31, 2024: ''32 lakhs). There
are no cancellations or modifications to the awards in March 31, 2025 or March 31, 2024.

35 EMPLOYEE BENEFITS

Defined contribution plans
Provident and other funds:

During the year, the Company has recognised '' 641 lakhs (March 31, 2024 - '' 654 lakhs) as contribution to provident
fund and other funds in the statement of profit and loss (included in contribution to provident and other funds in
Note 24).

Other long-term employee benefits
Leave encashment:

Each employee is eligible to get one day earned leave for each completed month of service but entitlement arises only
on completion of first year of service. Encashment of entitled leave is allowed only on separation subject to maximum
accumulation of up to 24 days.

Defined benefit plans (funded)

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets
gratuity on departure at 15 days salary (last drawn salary at the time of retirement, death or termination of employment)
for each completed year of service subject to a maximum of '' 20 lakhs. The plan assets are in the form of corporate bonds
and money market funds in the name of "Matrimony.com Limited Group Gratuity Trust" with Reliance Nippon Life Insurance
Company Limited and deposits with Life Insurance Corporation of India.

Liabilities for the defined benefit plan are determined through an actuarial valuation as at March 31, 2025 using the
"projected unit cost method".

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and
the funded status and the amount recognised in the balance sheet:

The Company had total cash outflows for leases of '' 2,023 lakhs in March 31, 2025 ('' 1,824 lakhs in March 31, 2024).
The Company also had non-cash additions to right-of-use assets of '' 1,946 lakhs ('' 1,066 lakhs in March 31, 2024) and
lease liabilities of '' 1,893 lakhs in March 31, 2025 ('' 897 lakhs in March 31, 2024).

The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company''s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised (see note 33).

As at March 31, 2025, the undiscounted potential future rental payments relating to periods following the exercise date of
extension options that are not expected to be exercised and not included in the lease term is '' Nil (As at March 31, 2024,
'' Nil).

Rental expense recorded for short-term leases was '' 168 lakhs and '' 89 lakhs for the year ended March 31, 2025 and
March 31, 2024, respectively.

(c) Other contingent liabilities
Summary:

i) Matters wherein management has concluded the Company''s liability to be probable have accordingly been provided
for in the books. Also, refer note 20.

ii) Matters wherein management has concluded the Company''s liability to be possible have accordingly been disclosed
under this note.

iii) Matters wherein management is confident of succeeding in these litigations and have concluded the Company''s liability
to be remote. This is based on the relevant facts of judicial precedents and as advised by legal counsel which involves
various legal proceedings and claims, in different stages of process.

36 Commitment and contingencies (continued)

Note:

(i) (a) The Company received assessment orders from the Assessing Officer of Income tax for assessment years

2008-09 and 2009-10 with additions in relation to the disallowance of reimbursement of webhosting
charges and marketing expenses incurred by wholly owned subsidiaries of the Company on Company''s
behalf aggregating to '' 1,033 lakhs (demand amount of '' 319 lakhs), due to non-deduction of withholding
taxes on the same. The Company received favourable orders from Income Tax Appellate Tribunal (ITAT) for
Assessment years 2008-09 and 2009-10, against which Deputy Commissioner of Income Tax (DCIT) has
filed appeal with High Court. Based on the legal advice received from the consultants, the management
believes that the ultimate outcome of this proceedings would be favourable.

(b) The Company received assessment order from the Assessing Officer of Income tax for assessment year 2018¬
19 with additions in relation to claiming CSR expenditure as deduction under Chapter VI-A and expenditure
of employee stock options (ESOS), aggregating to '' 3 lakhs. The Company has filed an appeal against the
order with CIT(Appeals). Based on the legal advice received from the consultants, the management believes
that the ultimate outcome of this proceedings would be favourable.

(c) The Company received assessment order from the Assessing Officer of Income tax for assessment
years 2020-21 with additions in relation to claiming CSR expenditure as deduction under Chapter VI-A,
expenditure of employee stock options (ESOS), depreciation on intangible assets and bad debts written off,
aggregating to '' 86 lakhs. The Company has filed an appeal against the order with CIT(Appeals). Based on
the legal advice received from the consultants, the management believes that the ultimate outcome of this
proceedings would be favourable.

(ii) Liabilities arising out of legal cases filed against the Company in various courts/ consumer redressal forums,
consumer courts, disputed by the Company aggregates to '' 292 lakhs (March 31, 2024: '' 160 lakhs).

38 SEGMENT REPORTING

For management purposes, the Company’s operations are organised into two major segments - Matchmaking services and
Marriage services.

Matchmaking services - The Company offers online matchmaking services on internet and mobile platforms. Matchmaking
services are delivered to users in India and the Indian diaspora through websites, mobile sites and mobile apps complemented
by a wide on-the-ground network in India.

Marriage services & others - The Company offers marriage services consisting of WeddingBazaar services, Mandap services
and Astrology services and others include new initiatives introduced during the current year which includes Many Jobs,
Wedding Loan.

The Management Committee headed by Managing Director consisting of Chief Financial Officer and Heads of Departments
have identified the above two reportable business segments. The committee monitors the operating results of its business
units separately for the purpose of making decisions about resource allocation and performance assessment.

Note:

1) Considering the Chief Operating Decision Maker (CODM) does not review segment assets and liabilities as the Marriage
services segment is significantly smaller compared to the Matchmaking segment and supplemented by the fact that the
assets are interchangeably used between segments, the Company has decided to disclose only segment results.

2) Segment revenue, segment results, and other segment disclosures include the respective amounts identifiable to each of
the segments as also amounts allocated on a reasonable basis. Those which are not allocable to a segment on reasonable
basis have been disclosed as "Unallocable".

3) The Company delivers matchmaking services to its users in India and the Indian diaspora through its websites, mobile sites
and mobile apps complemented by its on-the-ground network in India. Therefore revenue from none of the customers
exceeds 10% of Company''s total revenue.

39 FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other
than those with carrying amounts that are reasonable approximations of fair values. The management assessed that the
cash and cash equivalents, trade receivables, trade payables, bank balances other than cash and cash equivalents, security
deposits, other financial assets, loans, lease liabilities and other financial liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments.

40 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities, comprise trade and other financial liabilities. The main purpose of these
financial liabilities is to raise finance for the Company''s operations. The Company has various financial assets such as trade
receivables, cash and cash equivalents, security deposits, investments, loans and bank balances other than cash and cash
equivalents, which arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s senior management is supported by its Risk Committee that advises on
financial risks and the appropriate financial risk governance framework for the Company. The Risk Committee provides
assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as
equity price risk and commodity risk. Financial instruments affected by market risk include loans, trade payables, FVTPL
investments and receivables.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change
in market interest rates.

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest
rates are not likely to substantially affect its business or results of operations.

Interest rate sensitivity

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest
rates are not likely to substantially affect its business or results of operations.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an expense will fluctuate because of change in
foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the

40 Financial risk management objectives and policies (continued)

Company''s operating activities (when revenue or expenses is denominated in a foreign currency) and the Company''s net
investment in foreign subsidiary.

The majority of the Company''s revenue and expenses are in Indian Rupees, while a certain percentage of revenue is
denominated in US dollars. Based on Management''s decision, the Company has not entered into foreign exchange forward
contracts to cover its foreign exchange exposure. The Company monitors the exposure due to foreign currency fluctuations
and decides to hedge based on its internal policy.

The impact of unhedged foreign currency exposure in the statement of profit and loss:

The following table demonstrate the sensitivity to a reasonably possible change in USD, AED and BDT exchange rates,
with all other variables held constant. The Company’s exposure to foreign currency changes for all other currencies is
not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating ac

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Mar 31, 2024

n) Provisions

Provisions are determined on the best estimates required to settle the obligation at the balance sheet date. Depending on the nature of the underlying obligation, provisions will be discounted to its present value These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

o) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the standalone financial statements.

p) Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above (Refer note 39).

q) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

However, trade receivables that do not contain a significant financing component are measured at transaction price.

The classification of financial assets at initial recognition depends on the financial asset''s contractual cash flow characteristics and the Company''s business model for managing them.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ''solely payments of principal and interest (SPPI)'' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

Financial Assets - Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management''s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group''s management;

• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

• how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group''s continuing recognition of the asset

Subsequent measurement Debt instruments at amortised cost

A ''debt instrument'' is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments, the company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L. De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company''s standalone balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company''s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables and bank balance

• Trade receivables or any contractual right to receive cash or another financial asset that result from transactions

The company follows ''simplified approach'' for recognition of impairment loss allowance on trade receivables or contract revenue receivables

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:

• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head ''other expenses'' in the P&L. The balance sheet presentation for various financial instruments is described below:

• Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the company does not reduce impairment allowance from the gross carrying amount.

• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a liability.

• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as ''accumulated impairment amount'' in the OCI.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company''s financial liabilities include trade and other payables and lease liabilities.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

I Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the cash flows, cash and cash equivalents consist of cash and short-term deposits.

s) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

t) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Corporate Management Committee.

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. Segment revenue arising from third party customers is reported on the same basis as revenue in the financial statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led.

Segment results represent profits before finance charges, unallocated corporate expenses and taxes. "Unallocated Corporate Expenses” include revenue and expenses that relate to initiatives /costs attributable to the enterprise as a whole and are not attributable to segments

u) Cash dividend and non-cash distribution to equity holders of the Company

The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Non-cash distributions are measured at the fair va lue of the assets to be distributed with fair value re-measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount of the assets distributed is recognised in the statement of profit and loss.

v) Investment in Subsidiaries and Associate

Investment in Subsidiaries and Associate are carried at Cost in the separate financial statements as permitted under Ind AS 27. These investments are assessed for impairment in the manner outlined in Note 2.3(g).

w) Non-current assets held for sale

The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale and the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the asset or disposal group to be highly probable when:

• The appropriate level of management is committed to a plan to sell the asset (or disposal group),

• An active programme to locate a buyer and complete the plan has been initiated (if applicable),

• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

• The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale. Assets and liabilities classified as held for sale are presented separately from other items in the balance sheet.

2.4 Changes in accounting policies and disclosures Recent accounting pronouncements

The Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards that are applicable to the Company.

15 Share Capital (continued)

(b) Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of '' 5/- per share. Each holder of equity shares is entitled to one vote per share. All these shares have the same rights and preference with respect to payment of dividend, repayment of capital and voting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of reserves

(a) Securities premium account

The amount received in excess of the par value of equity shares has been classified as securities premium. This reserve is utilised in accordance with Section 52 of Companies Act, 2013.

(b) Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company as on balance sheet date.

(c) Share based payment reserve

The Share options outstanding account is used to record the fair value of equity-settled, share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to the retained earnings account to the extent of stock options vested and not exercised by employees.

(d) Capital redemption reserve

In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from the retained earnings. The reserve is utilised in accordance with Section 69 of the Companies Act, 2013.

Notes:

(a) Employees'' Provident Fund (EPF): During the year ended March 31, 2015, the Company received a demand order from Regional Commissioner of Provident Fund, on account of non- inclusion of various allowances for the calculation of Provident Fund (PF) contribution for the period April 2012 to May 2014, which was disputed by the Company. Pending conclusion of the related proceedings, the Honourable Supreme Court issued an order dated February 28, 2019, in a matter similar to the case involving the company as detailed above. Subsequently, during the year 2019-20, the Company received demand order from PF Recovery Officer to pay '' 163 lakhs to the respective employee PF accounts or by way of Demand Draft (DD) in favour of Regional Provident Fund Commissioner. The Company during the year 2019-20, obtained an interim stay on this demand. The company has paid '' 163 lakhs of the demand and '' 8 lakhs of interest under protest. The Company has also further remitted an additional demand of '' 10 lakhs for penalty.

There are numerous interpretative issues relating to this Supreme Court judgement. The Company based on legal advice received and management''s evaluation and best estimate, had made a provision for the demand amount of '' 163 lakhs and for an interest of '' 73 lakhs. As a matter of prudence, the Company has also provided for '' 20 lakhs for further periods. Based on evaluation of the Supreme Court order, the management has determined that the position followed by it for periods subsequent to the demand (as above), i.e. from May 2014 is appropriate. Overall the Company has accounted for a total provision is '' 256 lakhs as at March 31, 2024 and March 31, 2023. The Company has created the above provision without prejudice to its legal rights under the Employees Provident Fund and Miscellaneous Provisions Act, 1952.

20 Provisions (continued)

Based on legal advice obtained and management assessment in this regard, no provision is deemed necessary towards interest and penalty on PF demanded for employees whose details are not identifiable and with respect to the penalty for employees, whose details are identifiable. Accordingly, interest obligation of '' 63 lakhs and damages for '' 153 lakhs respectively are disclosed as contingent liabilities as at March 31, 2024 and March 31, 2023 (refer note 36(c)).

(b) Service tax: The Company received a demand order of '' 350 lakhs along with interest and penalty from Commissioner of Service Tax for non-payment of service tax on certain services made during the period FY 2008-09 to 2012-13. While the liability has been confirmed by the Commissioner of Goods and Service Tax, the Company disputes the same and has filed appeal with Customs Excise and Service Tax Appellate Tribunal (CESTAT) and has deposited '' 26 lakhs towards statutory pre-deposit for filing appeal. As a matter of prudence, the Company has provided '' 14 lakhs for service tax demand and '' 33 lakhs for interest upto FY 2022-23 and an additional amount of '' 2 lakhs during FY 2023-24 respectively. Overall the Company has accounted for a total provision is '' 49 lakhs as at March 31, 2024. Based on evaluation of the technical position as well as legal advice obtained from experts, the management believes that the ultimate outcome of this proceedings would be favourable. Accordingly, the Company has disclosed the balance demand amount of '' 336 lakhs and interest and penalty aggregating to '' 1,103 lakhs as contingent liability. (refer note 36(c)).

(c) Goods and Services Tax: During the current year, the Company has received a notice and summon from Telangana State GST Intelligence department that the company has declared incorrect place of supply during the period FY 2017-18 to 2020-21 and issued a memo with a demand of '' 41 lakhs. The Company has furnished a detailed response against the demand memo. The proceedings are in progress and as a matter of prudence, the Company has provided for the same.

(d) Payment of Bonus (Amendment) Act, 2015 : During the year 2016-17, the Company has obtained stay against the retrospective implementation of Payment of Bonus (Amendment) Act, 2015 with the Madras High Court for the year 2014-15, contending that such retrospective application is unconstitutional, ultra-vires and void. The impact of such change for the financial year 2014-15 is '' 55 lakhs which is disclosed as contingent liability as at March 31, 2023. Subsequent to the year ended March 31, 2024, the Madras High Court dismissed the writ petition and the Company has evaluated and provided for '' 55 lakhs as at March 31, 2024. The Company has implemented Payment of Bonus (Amendment) Act, 2015 w.e.f April 1, 2015.

Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price:

Due to Company''s nature of business and the type of contracts entered with the customers, the Company does not have any difference between the amount of revenue recognized in the statement of profit and loss and the contracted price except for refund provision adjusted with the Revenue from operations for '' 16 lakhs for the current year (March 31, 2023: '' 100 lakhs).

Performance obligation:

Information about the Company''s performance obligations are summarised below:

(a) Matchmaking services

The performance obligation is satisfied over the period of subscription ranging from 1 to 12 months and the payment is collected upfront.

(b) Marriage services

Marriage services consist of WeddingBazaar services and Mandap services.

(i) Wedding Bazaar services

The primary performance obligation under Wedding bazaar services contract is satisfied over the period of subscription and the payment is collected upfront. The Company also charges a fixed fee for other services provided under the contract for which the performance obligation is satisfied over the period of the contract. There are no significant financing component in these contracts.

(ii) Mandap Services

The primary performance obligation under Mandap services contract is satisfied over the period of subscription and the payment is collected upfront. There are no significant financing component in these contracts.

There are no significant return / refund / other obligations for any of the above mentioned services.

Note on Social Security Code:

The Parliament has approved the Code on Wages, 2019 and the Code on Social Security, 2020 which govern, and are likely to impact, the contributions by the Company towards certain employee benefits. The Government has released draft rules for these Codes and has invited suggestions from stakeholders which are under active consideration by the concerned Ministry. The effective date of these Codes have not yet been notified and the Company will assess the impact of these Codes as and when they become effective and will provide for the appropriate impact in its standalone financial statements during the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

31 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

33 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with Ind AS requires the Company''s management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimations that have been made by the management in the process of applying the Company''s accounting policies that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(A) Judgements

In the process of applying the Company''s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.

(i) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 40 for further disclosures.

(ii) Leases

The Company has entered into leases for office premises and retail outlets. The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

33 Significant accounting judgements, estimates and assumptions (continued)

The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

(B) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when these financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Taxes

Determining of income tax liabilities using tax rates and tax laws that have been enacted or substantially enacted requires the management to estimate the level of tax that will be payable based upon the Company''s / expert''s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilized.

In respect of other taxes which are in disputes, the management estimates the level of tax that will be payable based upon the Company''s / expert''s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

(ii) Impairment of non - financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm''s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset''s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company.

(iii) Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from

33 Significant accounting judgements, estimates and assumptions (continued)

actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about gratuity obligations are disclosed in Note 35.

(iv) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Black-Scholes valuation model has been used by the Management for share-based payment transactions. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34.

(v) Depreciation on property, plant and equipment

The management has estimated the useful life of its property, plant and equipment based on technical assessment. The estimate has been supported by independent assessment by internal technical experts and review of history of asset usage. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

(vi) Leases - Estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

34 EMPLOYEE STOCK OPTION PLANS

Employee stock option scheme

On October 13, 2010, the Board of Directors approved the Employee Stock Option Scheme for providing stock options to its employees ("ESOS 2010“). The said scheme has been subsequently amended and renamed as Employee Stock Option Scheme 2014 ("ESOS 2014“ or "Scheme") vide resolution passed in the Board Meeting dated April 7, 2014.The fair value of the employee share options has been measured using the Black-Scholes formula. The Scheme has also been approved by Extra-Ordinary General Meeting of the members of the Company held on November 19, 2010 and April 11, 2014, noting the approval accorded to the original Scheme and the subsequent amendments respectively. The Scheme is administered by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below:

Exercise period:

As per the Scheme, the options can be exercised with in a period of 5 years from the date of vesting.

The expense recognised (net of reversal) for share options during the year is '' 32 lakhs (March 31, 2023: 80 lakhs). There are no cancellations or modifications to the awards in March 31, 2024 or March 31, 2023.

35 EMPLOYEE BENEFITS Defined contribution plans Provident and other funds:

During the year, the Company has recognised '' 654 lakhs (March 31, 2023 - '' 718 lakhs) as contribution to provident fund and other funds in the Statement of Profit and Loss (included in Contribution to Provident and Other Funds in Note 24).

Other long-term employee benefits Leave encashment:

Each employee is eligible to get one day earned leave for each completed month of service but entitlement arises only on completion of first year of service. Encashment of entitled leave is allowed only on separation subject to maximum accumulation of up to 24 days.

Defined benefit plans (funded)

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary at the time of retirement, death or termination of employment) for each completed year of service subject to a maximum of '' 20 lakhs. The plan assets are in the form of corporate bonds and money market funds in the name of "Matrimony.com Limited Group Gratuity Trust" with Reliance Nippon Life Insurance Company Limited and deposits with Life Insurance Corporation of India.

Liabilities for the defined benefit plan are determined through an actuarial valuation as at March 31,2024 using the "projected unit cost method".

The Company had total cash outflows for leases of '' 1,824 lakhs in March 31, 2024 ('' 1,999 lakhs in March 31, 2023). The Company also had non-cash additions to right-of-use assets and lease liabilities of '' 897 lakhs in March 31, 2024 ('' 2,128 lakhs in March 31, 2023).

The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company''s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised (see note 33).

As at March 31, 2024, the undiscounted potential future rental payments relating to periods following the exercise date of extension options that are not expected to be exercised and not included in the lease term is '' Nil (As at March 31, 2023, '' Nil).

Rental expense recorded for short-term leases was '' 89 lakhs and '' Nil lakhs for the year ended March 31, 2024 and March 31, 2023, respectively.

(c) Other contingent liabilities Summary:

i) Matters wherein management has concluded the company''s liability to be probable have accordingly been provided for in the books. Also, Refer Note 20.

ii) Matters wherein management has concluded the company''s liability to be possible have accordingly been disclosed under this note.

iii) Matters wherein management is confident of succeeding in these litigations and have concluded the company''s liability to be remote. This is based on the relevant facts of judicial precedents and as advised by legal counsel which involves various legal proceedings and claims, in different stages of process.

36 Commitment and contingencies (continued)

Note:

(i) (a) The Company received assessment orders from the Assessing Officer of Income tax for assessment years 2008-09

and 2009-10 with additions in relation to the disallowance of reimbursement of webhosting charges and marketing expenses incurred by wholly owned subsidiaries of the Company on Company''s behalf aggregating to '' 1,033 lakhs (demand amount of '' 319 lakhs), due to non-deduction of withholding taxes on the same. The Company received favourable orders from Income Tax Appellate Tribunal (ITAT) for Assessment year 2008-09 and Assessment year 2009-10, against which Deputy Commissioner of Income Tax (DCIT) has filed appeal with High Court. Based on the legal advice received from the consultants, the management believes that the ultimate outcome of this proceedings would be favourable.

(b) The Company received assessment order from the Assessing Officer of Income tax for assessment year 201819 with additions in relation to claiming CSR expenditure as deduction under Chapter VI-A and expenditure of Employee stock options (ESOS), aggregating to '' 3 lakhs. The company has filed an appeal against the order with CIT(Appeals). Based on the legal advice received from the consultants, the management believes that the ultimate outcome of this proceedings would be favourable.

(c) The Company received assessment order from the Assessing Officer of Income tax for assessment years 2020-21 with additions in relation to claiming CSR expenditure as deduction under Chapter VI-A, expenditure of Employee stock options, Depreciation on intangible assets and bad debts written off, aggregating to '' 86 lakhs. The company has filed an appeal against the order with CIT(Appeals). Based on the legal advice received from the consultants, the management believes that the ultimate outcome of this proceedings would be favourable.

(ii) Liabilities arising out of legal cases filed against the company in various courts/ consumer redressal forums, consumer courts, disputed by the Company aggregates to '' 160 lakhs (March 31, 2023: '' 246 lakhs).

38 SEGMENT REPORTING

For management purposes, the Company''s operations are organised into two major segments - Matchmaking services and Marriage services.

Matchmaking services - The Company offers online matchmaking services on internet and mobile platforms. Matchmaking services are delivered to users in India and the Indian diaspora through websites, mobile sites and mobile apps complemented by a wide on-the-ground network in India.

Marriage services - The Company offers marriage services consisting of WeddingBazaar services and Mandap services.

The Management Committee headed by Managing Director consisting of Chief Financial Officer and Heads of Departments have identified the above two reportable business segments. The committee monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Note:

1) Considering the Chief Operating Decision Maker (CODM) does not review segment assets and liabilities as the Marriage services segment is significantly smaller compared to the Matchmaking segment and supplemented by the fact that the assets are interchangeably used between segments, the Company has decided to disclose only segment results.

2) Segment revenue, Segment results, and Other Segment disclosures include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. Those which are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

3) The company delivers matchmaking services to its users in India and the Indian diaspora through its websites, mobile sites and mobile apps complemented by its on-the-ground network in India. Therefore revenue from none of the customers exceeds 10% of Company''s total revenue.

39 FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the company''s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values. The management assessed that the cash and cash equivalents, trade receivables, trade payables, bank balances other than cash and cash equivalents, security deposits, other financial assets, loans, lease liabilities and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

40 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities, comprise trade and other financial liabilities. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has various financial assets such as trade receivables, cash and cash equivalents, security deposits, investments, loans and bank balances other than cash and cash equivalents, which arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by its Risk Committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The Risk Committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, trade payables, FVTPL investments and receivables.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates.

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest rates are not likely to substantially affect its business or results of operations.

Interest rate sensitivity

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest rates are not likely to substantially affect its business or results of operations.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an expenses will fluctuate because of change in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the

40 Financial risk management objectives and policies (continued)

Company''s operating activities (when revenue or expenses is denominated in a foreign currency) and the Company''s net investment in foreign subsidiary.

The majority of the Company''s revenue and expenses are in Indian Rupees, while a certain percentage of revenue is denominated in US dollars. Based on Management''s decision, the Company has not entered into foreign exchange forward contracts to cover its foreign exchange exposure. The Company monitors the exposure due to foreign currency fluctuations and decides not to hedge based on its internal policy.

The Impact of unhedged foreign currency exposure in the statement of profit and loss:

The following table demonstrate the sensitivity to a reasonably possible change in USD, AED and BDT exchange rates, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading

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Mar 31, 2023

n) Provisions

Provisions are determined on the best estimates required to settle the obligation at the balance sheet date. Depending on the nature of the underlying obligation, provisions will be discounted to its present value These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

o) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the standalone financial statements.

p) Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above (Refer note 39).

q) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

Financial Assets - Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group’s management;

• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

• how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the asset

Subsequent measurement Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments, the company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L. De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s standalone balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables and bank balance

• Trade receivables or any contractual right to receive cash or another financial asset that result from transactions

The company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract revenue receivables

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:

• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head ‘other expenses’ in the P&L. The balance sheet presentation for various financial instruments is described below:

• Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the company does not reduce impairment allowance from the gross carrying amount.

• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a liability.

• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as ‘accumulated impairment amount’ in the OCI.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

r) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the cash flows, cash and cash equivalents consist of cash and short-term deposits.

s) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

t) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Corporate Management Committee.

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. Segment revenue arising from third party customers is reported on the same basis as revenue in the financial statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led.

Segment results represent profits before finance charges, unallocated corporate expenses and taxes. “Unallocated Corporate Expenses” include revenue and expenses that relate to initiatives /costs attributable to the enterprise as a whole and are not attributable to segments

u) Cash dividend and non-cash distribution to equity holders of the Company

The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount of the assets distributed is recognised in the statement of profit and loss.

v) Investment in Subsidiaries and Associate

Investment in Subsidiaries and Associate are carried at Cost in the separate financial statements as permitted under Ind AS 27. These investments are assessed for impairment in the manner outlined in Note 2.3(g).

w) Non-current assets held for sale

The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale and the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the asset or disposal group to be highly probable when:

• The appropriate level of management is committed to a plan to sell the asset (or disposal group),

• An active programme to locate a buyer and complete the plan has been initiated (if applicable),

• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

• The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Property, plant and equipment and intangible are not depreciated, or amortised assets once classified as held for sale. Assets and liabilities classified as held for sale are presented separately from other items in the balance sheet.

2.4 Changes in accounting policies and disclosures Recent accounting pronouncements

The Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, which inter alia includes the following:

Ind AS 1 - Presentation of financial statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Group does not expect this amendment to have any significant impact in its financial statements.

Ind AS 8-Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group is evaluating the impact, if any, in its financial statements.

Nature and purpose of reserves

(a) Securities premium account

The amount received in excess of the par value of equity shares has been classified as securities premium. This reserve is utilised in accordance with section 52 of Indian Companies Act, 2013.

(b) Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company as on balance sheet date.

(c) Share based payment reserve

The Share options outstanding account is used to record the fair value of equity-settled, share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to the retained earnings account of stock options not exercised by employees.

(d) Capital redemption reserve

In accordance with Section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from the retained earnings. The reserve is utilised in accordance with section 69 of the Indian Companies Act, 2013.

Note:

(a) Employees’ Provident Fund (EPF): During the year ended March 31, 2015, the Company received a demand order from Regional Commissioner of Provident Fund, on account of non- inclusion of various allowances for the calculation of Provident Fund (PF) contribution for the period April 2012 to May 2014, which was disputed by the Company. Pending conclusion of the related proceedings, the Honourable Supreme Court issued an order dated February 28, 2019, in a matter similar to the case involving the company as detailed above. Subsequently, during the year 2019-20, the Company received demand order from PF Recovery Officer to pay '' 162.91 lakhs to the respective employee PF accounts or by way of Demand Draft (DD) in favour of Regional Provident Fund Commissioner. The Company during the year 2019-20, obtained an interim stay on this demand by depositing 25% of the demand and had further remitted an additional demand amount of '' 9.81 Lakhs on protest.

There are numerous interpretative issues relating to this Supreme Court judgement. The Company based on legal advice received and management’s evaluation and best estimate, had made a provision for the demand including interest amounting to '' 173.91 lakhs in respect of identifiable employees during the year 2019-20. As a matter of prudence, the Company had also provided for the demand amounting to '' 69.96 lakhs in respect of non-identifiable employees during the year 2019-20. Overall, the Company had accounted a total provision including interest of '' 243.87 lakhs as on March 31, 2020. During the year 2020-21, the Company has remitted the remaining demand amount along with the interest and penalty amounting to '' 129.98 lakhs under protest. The Company has also provided for the incremental interest of '' 2.71 lakhs for identifiable employees during the year 2020-21. As at March 31, 2022, the Company has accounted total provision including interest of '' 256.39 lakhs.

The Company has created the above provision without prejudice to its legal rights under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. The Company has disclosed the interest on such demand relating to nonidentifiable employees and the damages as contingent liability (refer note 36(c)). Based on evaluation of the Supreme Court order, the management has determined that the position followed by it for periods subsequent to the demand (as above), i.e. from May 2014 is appropriate and will update its provision on receiving further clarity on the subject.

(b) Service tax: The Company received a demand order of '' 350.14 lakhs along with interest and penalty from Commissioner of Service Tax for non-payment of service tax on certain services made during the period FY 2008-09 to 2012-13. While the liability has been confirmed by the Commissioner of Goods and Service Tax, the Company

20 Provisions (continued)

disputes the same and has filed appeal with Customs Excise and Service Tax Appellate Tribunal (CESTAT) and has deposited '' 26.26 lakhs towards statutory pre-deposit for filing appeal. As a matter of prudence, the Company has provided '' 13.69 lakhs for service tax demand and '' 30.99 lakhs for interest upto FY 2021-22 and an additional amount of '' 2.06 lakhs during FY 2022-23 respectively. Based on evaluation of the technical position as well as legal advice obtained from experts, the management believes that the ultimate outcome of this proceedings would be favourable. Accordingly, the Company has disclosed the balance demand amount of '' 336.46 lakhs and interest and penalty aggregating to '' 1,052.37 lakhs as contingent liability (also refer note 36(c)).

32 Details of dues to micro and small enterprises as defined under the Micro, Small & Medium Enterprises Development Act, 2006 (continued)

whether the supplier is a micro or small or medium enterprise under the Act. As a matter of prudence, the Company, during the earlier years, has provided interest under MSMED Act of '' 5.39 lakhs. During the previous year, the Company has entered into a settlement with this supplier resulting in withdrawal of all related claims upon payment of agreed amounts by the Company. Pursuant to the settlement entered into, the Company has reversed the excess interest accrued amounting to '' 1.60 lakhs.

33 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with Ind AS requires the Company’s management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimations that have been made by the management in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(A) Judgements

In the process of applying the Company''s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.

(i) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 40 for further disclosures.

(ii) Lease

The Company has entered into leases for office premises and retail outlets. The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

(B) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when these financial statements were prepared. Existing circumstances and assumptions about future developments,

33 Significant accounting judgements, estimates and assumptions (continued)

however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Taxes

Determining of income tax liabilities using tax rates and tax laws that have been enacted or substantially enacted requires the management to estimate the level of tax that will be payable based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilized.

In respect of other taxes which are in disputes, the management estimates the level of tax that will be payable based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

(ii) Impairment of non - financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company.

(iii) Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about gratuity obligations are disclosed in Note 35.

(iv) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been used by the Management for share-based payment transactions. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34.

(v) Depreciation on property, plant and equipment

The management has estimated the useful life of its property, plant and equipment based on technical assessment. The estimate has been supported by independent assessment by internal technical experts and review of history of asset usage. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

33 Significant accounting judgements, estimates and assumptions (continued)

(vi) Leases - Estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

34 EMPLOYEE STOCK OPTION PLANS

Employee stock option scheme

On October 13, 2010, the Board of Directors approved the Employee Stock Option Scheme for providing stock options to its employees (“ESOS 2010”). The said scheme has been subsequently amended and renamed as Employee Stock Option Scheme 2014 (“ESOS 2014” or “Scheme”) vide resolution passed in the Board Meeting dated April 7, 2014. The Scheme has also been approved by Extra-Ordinary General Meeting of the members of the Company held on November 19, 2010 and April 11, 2014, noting the approval accorded to the original Scheme and the subsequent amendments respectively. The Scheme is administered by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below:

Note:

(i) During the year 2016-17, the Company has obtained stay against the retrospective implementation of Payment of Bonus (Amendment) Act, 2015 with the Madras High Court for the year 2014-15, contending that such retrospective application is unconstitutional, ultra-vires and void. The impact of such change for the financial year 2014-15 is '' 55.00 lakhs. Based on the legal advice, management believes that it has a fair chance of defending its position. Accordingly, no provision has been maintained with respect to the financial year 2014-15. The Company has implemented Payment of Bonus (Amendment) Act, 2015 w.e.f April 1, 2015.

(ii) (a) The Company received assessment orders from the Assessing Officer of Income tax for assessment years 2008

09 and 2009-10 with additions in relation to the disallowance of reimbursement of webhosting charges and marketing expenses incurred by wholly owned subsidiaries of the Company on Company''s behalf aggregating to '' 1,032.96 lakhs, due to non-deduction of withholding taxes on the same. The Company received favourable orders from Income Tax Appellate Tribunal (ITAT) for Assessment year 2008-09 and Assessment year 2009-10, against which Deputy Commissioner of Income Tax (DCIT) has filed appeal with High Court. Based on the legal advice received from the consultants, the management believes that the ultimate outcome of this proceedings would be favourable.

(b) The Company received assessment orders from the Assessing Officer of Income tax for assessment years 201415 and 2015-16 with additions in relation to the disallowance of online marketing expenses paid to vendors outside India aggregating to '' 520.06 lakhs, due to non-deduction of withholding taxes on the same. The Company has filed appeal with Income Tax Appellate Tribunal (ITAT) on dismissal of its appeal with CIT (A). The company has received favourable order from ITAT in April 2022.

36 Commitment and contingencies (continued)

(iii) Liabilities arising out of legal cases filed against the company in various courts/ consumer redressal forums, consumer courts, disputed by the Company aggregates to '' 246.21 lakhs (March 31, 2022: '' 318.95 lakhs).

(iv) As more fully explained in Note 21, the total Interest obligation and damages on Provident Fund demand raised by Employee Provident Fund Organisation are estimated to be '' 139.07 lakhs and '' 162.91 lakhs respectively. The company, on a prudent basis, has made total provision aggregating to Rs. 256.39 lakhs towards PF dues for past periods relating to identifiable employees (including interest of '' 75.90 lakhs) and base liability due for employees whose details are not identifiable as at March 31, 2021. However, based on legal advice obtained and management assessment in this regard, no provision is deemed necessary towards interest on PF demanded for employees whose details are not identifiable as well as penalty. Accordingly, interest obligation and damages of '' 63.16 lakhs and '' 162.91 Lakhs respectively are disclosed as a contingent liability.

(v) The Company received a demand order of '' 350.14 lakhs along with interest and penalty from Commissioner of Service Tax for non-payment of service tax on certain services made during the period FY 2008-09 to 2012-13. While the liability has been confirmed by the Commissioner of Goods and Service Tax, the Company disputes the same and has filed appeal with Customs Excise and Service Tax Appellate Tribunal (CESTAT) and has deposited '' 26.26 lakhs towards statutory pre-deposit for filing appeal. As a matter of prudence,the Company has provided '' 13.69 lakhs for service tax demand and '' 30.99 lakhs for interest upto FY 2021-22 and an additional amount of '' 2.05 lakhs during FY 2022-23 respectively. Based on evaluation of the technical position as well as legal advice obtained from experts, the management believes that the ultimate outcome of this proceedings would be favourable. Accordingly, the Company has disclosed the balance demand amount of '' 336.46 lakhs and interest and penalty aggregating to '' 1,052.37 lakhs as contingent liability (also refer note 20).

40 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The The Company''s principal financial liabilities, comprise bank overdraft and trade and other payables. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has various financial assets such as trade receivables, cash, security deposits, investments and fixed term deposits, which arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by its Risk Committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The Risk Committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, trade payables, FVTPL investments and receivables.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates.

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest rates are not likely to substantially affect its business or results of operations.

Interest rate sensitivity

The Company does not have any credit facilities from any banks or financial institutions. As a result, changes in interest rates are not likely to substantially affect its business or results of operations.

Foreign currency risk

Foreign Foreign currency risk is the risk that the fair value or future cash flows of an expenses will fluctuate because of change in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expenses is denominated in a foreign currency) and the Company''s net investment in foreign subsidiary.

The majority of the Company''s revenue and expenses are in Indian Rupees, while a certain percentage of revenue is denominated in US dollars. Based on Management''s decision, the Company has not entered into foreign exchange forward contracts to cover its foreign exchange exposure. The Company monitors the exposure due to foreign currency fluctuations and decides to hedge based on its internal policy.

The Impact of unhedged foreign currency exposure in the statement of profit and loss:

The following table demonstrate the sensitivity to a reasonably possible change in USD, AED and BDT exchange rates, with all other variables held constant. The Company’s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In the matchmaking segment, the Company collects the money upfront, hence there is no credit risk. With respect to marriage services segment the Company collects only part of the consideration as an advance before the performance of services, thus exposed to credit risks. Credit quality of a customer cannot be assessed as the Company is largely in to Business to Customer (B2C) model, however the Company through its established policy, procedures and control relating to credit risk management manages the credit risk. An impairment analysis is performed at each reporting date and the Company has a provisioning policy for making provision on receivables. The Company does not hold collateral as security.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty so as to minimise concentration of risks and mitigate consequent financial loss. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Risk Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was '' 34,968.19 lakhs, '' 35,721.03 lakhs as at March 31, 2023 and March 31, 2022 respectively, being the total of the carrying amount of balances with banks, fixed term deposits with banks, investment in mutual funds, investment in tax free bonds and other financial assets excluding equity investments. Aging of the credit impaired trade receivables is disclosed in Note 11.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company''s prime source of liquidity is cash and cash equivalent and the cash generated from operations. The Company invests its surplus funds in bank, fixed deposits and mutual funds, which carry minimal mark to market risks.

45 OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami property. No proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company has not advanced to or loaned to or invested funds in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that such Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(iv) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(v) The Company has not been declared as a wilful defaulter as prescribed by Reserve Bank of India.

46 EVENTS AFTER THE REPORTING PERIOD

The Board of Directors, at its meeting held on May 09, 2023 have recommended a final dividend of 100% ('' 5 per equity share of par value of '' 5 each), subject to the approval of the Shareholders.

47 PREVIOUS YEAR COMPARATIVES

Previous year figures have been reclassified / regrouped wherever necessary to conform to current year’s classification.

As per our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of Matrimony.com Limited

Chartered Accountants

ICAI Firm Registration No.: 101248W/W-100022

K Raghuram Murugavel Janakiraman

Partner Chairman & Managing Director

Membership No: 211171 DIN: 00605009

Sushanth S Pai S Vijayanand

Chief Financial Officer Company Secretary

Place: Chennai Place: Chennai Place: Chennai

Date: May 09, 2023 Date: May 09, 2023 Date: May 09, 2023

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Mar 31, 2018

1. Corporate information

Matrimony.com Limited (‘Matrimony.com’ or the ‘Company’) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The Company offers online matchmaking services on internet and mobile platforms. The Company delivers matchmaking services to users in India and the Indian diaspora through websites, mobile sites and mobile apps complemented by a wide on-the-ground network in India. Such services are primarily delivered online through popular domain specific web portals like BharatMatrimony.com, CommunityMatrimony.com, AssistedMatrimony.com and EliteMatrimony.com. Revenue comprises of membership subscription, assisted matrimonial service fees and sales from online advertising packages.The Company has expanded into marriage services such as MatrimonyDirectory.com, a listing website for matrimony-related directory services including listings for wedding related services such as wedding planners, venues, cards and caterers. The Company has also recently introduced MatrimonyPhotography.com to provide wedding photography and videography services.

On September 21, 2017, the Company listed its equity shares with National Stock Exchange of India Ltd and BSE Ltd. The registered office of the company is located at No: 94, TVH Beliciaa Towers, MRC Nagar, Mandaveli, Chennai - 600028.

The standalone financial statements were authorised for issue in accordance with a resolution of the directors on May 3, 2018.

2. Significant accounting policies

2.1. Basis of preparation

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules, 2015, read with Companies (Indian Accounting Standards) as amended.

For all periods up to and including the year ended March 31, 2017, the Company prepared its standalone financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 as amended (Indian GAAP). These standalone financial statements for the year ended March 31, 2017 are the first the Company has prepared in accordance with Ind AS. Refer to note 42 for information on how the Company adopted Ind AS.

The standalone financial statements have been prepared on an accrual basis under the historical cost convention except for certain financial assets and financial liabilities are measured at fair value (refer accounting policy regarding financial instruments)

The standalone financial statements are presented in INR (its functional currency) and all values are rounded to the nearest lakhs, except where otherwise indicated.

* The Management had earlier decided to wind-up the operations of its subsidiary M/s Community Matrimony Private Limited to curtail the losses incurred by these businesses in the future. On March 28, 2018, the Board of Directors of the subsidiary passed a resolution to have the entity’s name struck-off from register of companies maintained by Registrar of Companies (ROC) pursuant to Section 248 of the Companies Act, 2013. Accordingly, the Company has provided for impairment allowance for the carrying value of such investment amounting to Rs. 1.00 lakh during the year.

** As at March 31, 2016, management had decided to phase out the operations of its subsidiaries M/s Tambulya Online Marketplace Private Limited and M/s Matchify Services Private Limited to curtail the losses incurred by these businesses in the future. This decision was approved by the Company’s board of directors in their meeting dated July 21, 2016. The Company has provided for the impairment allowance for the carrying value of such investments amounting to Rs. 664.45 lakhs and Rs. 717.45 lakhs as at March 31, 2016 and March 31, 2017 respectively. On March 28, 2018, the Board of Directors of the respective subsidiaries passed a resolution to have the entity’s name struck-off from register of companies maintained by Registrar of Companies (ROC) pursuant to Section 248 of the Companies Act, 2013. The impairment allowance for such investment as at March 31, 2018 amounts to Rs. 717.45 lakhs.

* The Company has pledged Rs. 1,000 lakhs as on March 31, 2018 (Rs. 5,000 lakhs as on March 31, 2017 & Rs. 6,000 lakhs as on April 1, 2016) of its deposits along with the applicable accrued interest on the said fixed deposits to fulfill collateral requirements.

Fixed deposits earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

Also refer note 46 for disclosure on Specified Bank Notes (SBN) for the year ended March 31, 2017.

The tax losses of Company (business and unabsorbed depreciation) as at March 31, 2018 is Rs Nil (March 31, 2017: Rs. 1,879.87 lakhs and April 1, 2016: Rs. 4,767.28 lakhs). No deferred taxes have been created against these losses as at March 31, 2017 and April 1, 2016 in the absence of reasonable certainty that taxable profits will be available in future to utilise these losses.

The Company has re-assessed the previously unrecognised deferred tax assets on certain temporary differences and recognised deferred tax assets (excluding MAT credit) of Rs. 96.01 lakhs in the statement of profit and loss account and Rs. 32.26 lakhs in the statement of other comprehensive income for the year ended March 31, 2018. Accordingly the deferred tax credit relating to year ended March 31, 2018 is not comparable to other periods presented.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 5/- per share. Each holder of equity shares is entitled to one vote per share. All these shares have the same rights and preference with respect to payment of dividend, repayment of capital and voting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Terms of conversion of CCPS

The preference shares will be converted into equal number of equity shares, subject to anti-dilution rights under clause 5.5 of the Shareholder’s agreement, after the end of twenty years from the date of issue or before Initial Public Offer of the Company in India, and the option rests with the holder. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the repayment of capital. These preference shares have been fully converted on August 10, 2016 and there are no outstanding Compulsorily Convertible Preference Shares post conversion.

Consequent to the grant of bonus shares to equity share holders during the year ended March 31, 2015, the conversion ratio for such CCPS has been revised in accordance with the terms of the underlying agreements to stand at 1.77 resultant equity shares for every preference share held in the Company.

(i) On December 31, 2014, the Company issued bonus shares to the existing share holders, in the ratio of 18:100. The Securities premium account was utilised to the extent of Rs 74.69 lakhs for the issue of said bonus shares. On January 27, 201 5, the Company issued bonus shares to the existing share holders, in the ratio of 1:2. The Securities premium account was utilised to the extent of Rs 244.82 lakhs for the issue of said bonus shares.

(ii) In Extraordinary General Meeting held on August 05, 201 5, the Shareholders approved the consolidation of shares as follows - every 5 (Five) existing equity shares of nominal face value of Rs. 3/- (Rupee Three Only) each fully paid up into 3 (Three) equity shares of nominal face value of Rs. 5/- (Rupees Five Only) each fully paid-up and every 5 (Five) existing preference shares of nominal face value of Rs. 3/-(Rupee Three Only) each fully paid up into 3 (Three) preference shares of nominal face value of Rs. 5/- (Rupees Five Only) each fully paid-up.

(iii) On August 10, 2016, the Company converted 6,385,672 compulsorily convertible preference shares into equity shares in the ratio of 1:1.77 and securities premium was utilised to the extent of Rs. 138.90 lakhs for the conversion.

(f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option plan of the Company, please refer note 34.

(g) During the year ended March 31, 2018, the Company has not issued shares for consideration other than cash.

* The loan is secured by hypothecation of vehicle and is repayable in 36 equated monthly installments starting from September 5, 2014.

** As of March 31, 2018, the Overdraft facility is maintained with HDFC Bank which is repayable on demand. The said facility is secured by hypothecation of all current assets of the Company as a primary security. In addition to it, as a collateral security, fixed deposits of Rs. 1,000 lakhs along with the applicable accrued interest on the said fixed deposits have been lien marked in favour of the Bank. The change in the borrowings from April 1, 2017 to March 31, 2018 represents the repayment of borrowings and there are no other cash flow / non-cash changes.

(a) Service tax: The Company has made provision of Rs.13.29 lakhs for certain disputed liabilities relating to service tax.

(b) Employees’ Provident Fund (EPF) : During the year ended March 31 2015, the company received a demand order from Regional Commissioner of Provident Fund, on account of non- inclusion of various allowances for the calculation of PF contribution for the period April 2012 to May 2014. The company has obtained a stay order from the Honourable High Court of Madras. The Company has also appealed against the order with PF Appellate Tribunal. Since various high courts have rendered different judgments which are in conflict to each other and the matter is now pending with the Honourable Supreme Court, as a matter of prudence the Company has provided for the demand of Rs. 162.91 lakhs and other related liabilities of Rs 17.58 lakhs.

Note:

i) During the previous year, management had taken a decision to phase out the operations of its subsidiaries M/s Tambulya Online Marketplace Private Limited and M/s Matchify Services Private Limited to curtail the losses incurred by these businesses in the future. This decision was approved by the Company’s board of directors in their meeting dated July 21, 2016. In view of the above, the Company has provided for impairment allowance in value of such investments. Additional loss of Rs. 53.00 lakhs provided during the year ended March 31, 2017 has been disclosed as exceptional item as the transaction not expected to recur frequently.

ii) Profit from liquidation of BharatMatrimony LLC, Dubai has been disclosed as exceptional item as the amount is significant and non-recurring in nature.

iii) The Company had earlier filed their Draft Red Herring Prospectus (DRHP) on August 18, 2015, as part of its previous IPO efforts. The Board at its meeting held on November 30, 2016 decided to defer the launch of IPO due to market conditions. Subsequently the Board in its meeting on April 21, 2017 decided to proceed with the IPO activity. Consequent to the decision, the IPO related expenses incurred in the earlier period were reviewed. A sum of Rs. 460.71 lakhs is not eligible to be appropriated against securities premium account as prescribed under section 52 of the Companies Act 2013, and has been expensed as exceptional item for the financial year ended March 31, 2017.

3 Earnings Per Share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

4 Details of dues to micro and small enterprises as defined under the Micro, Small & Medium Enterprises Development Act, 2006

The information regarding micro or small enterprise has been determined on the basis of information available with the management and there are no dues to Micro and Small Enterprises as on March 31, 2018.

5 Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with Ind AS requires the Company’s management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimations that have been made by the management in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(A) Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.

(i) Operating lease commitments - Company as lessee

The Company has entered into leases for office premises and retail outlets. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the land and office premises and the fair value of the asset, that it does not retain significant risks and rewards of ownership of the land and the office premises and accounts for the contracts as operating leases.

(ii) Taxes

Determining of income tax liabilities using tax rates and tax laws that have been enacted or substantially enacted requires the management to estimate the level of tax that will be payable based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilized.

In respect of other taxes which are in disputes, the management estimates the level of tax that will be payable based upon the Company’s / expert’s interpretation of applicable tax laws, relevant judicial pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.

(iii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 39 for further disclosures.

(B) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the these financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(i) Impairment of non - financial assets

I mpairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company.

(ii) Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about gratuity obligations are disclosed in Note 35.

(iii) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been used by the Management for share-based payment transactions. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34.

(iv) Depreciation on property, plant and equipment

The management has estimated the useful life of its property, plant and equipment based on technical assessment. The estimate has been supported by independent assessment by technical experts. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

6 Employee stock option plans Employee Stock Option Scheme

On October 13, 2010, the Board of Directors approved the Employee Stock Option Scheme for providing stock options to its employees (“ESOS 2010”). The said scheme has been subsequently amended and renamed as Employee Stock Option Scheme 2014 (“ESOS 2014” or “Scheme”) vide resolution passed in the Board Meeting dated April 7, 2014. The Scheme has also been approved by Extra-Ordinary General Meeting of the members of the Company held on November 19, 2010 and April 11, 2014, noting the approval accorded to the original Scheme and the subsequent amendments respectively. The Scheme is administered by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below:

Exercise Period:

As per the Scheme, the options can be exercised with in a period of 5 years from the date of vesting.

The expense recognised for share options during the year is Rs. 7.33 lakhs (March 31, 2017: 33.86 lakhs). There are no cancellations or modifications to the awards in March 31, 2018 or March 31, 2017.

The grant wise information is as below:

The weighted average share price at the date of exercise of the options was Rs. 840.60/- (Face value Rs. 5/- per share).

The range of exercise prices for options outstanding at the end of the year was Rs. 103 to Rs 807.50 (March 31, 2017: Rs 103 to Rs. 350).

The weighted average remaining contractual life for the share options outstanding as at March 31, 2018 is in the range of 2 to 4.25 years (March 31, 2017: 3.04 to 5.25 years).

The following tables list the inputs to the models used for ESOS 2014 for the years ended March 31, 2018 and March 31, 2017, respectively:

7 Employee benefits

Defined Contribution Plans - General Description Provident Fund & other funds:

During the year, the Company has recognised Rs. 858.93 lakhs (March 31, 2017 - Rs. 721.17 lakhs) as contribution to provident fund and other funds in the Statement of Profit and Loss (included in Contribution to Provident and Other Funds in Note - 23).

Other long-term employee benefits - General Description

Leave Encashment:

Each employee is entitled to get 12 earned leaves for each completed quarter of service. Encashment of earned leaves is allowed only on completion of 1 year after separation subject to maximum accumulation up to 24 days.

Defined Benefit Plans - General Description Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service subject to a maximum of Rs 20 lakhs. The plan assets are in the form of corporate bond in the Company’s name with Reliance Nippon Life Insurance.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet:

The overall expected rate of return on assets is determined based on market prices prevailing on that date, applicable to the period over which the obligation is to be settled. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. Based on the experience of the previous years, the Company expects to contribute Rs. 54.88 lakhs to the gratuity fund in the next year. However, the actual contribution by the Company will be based in the actuarial valuation report received from the insurance Group.

The major categories of plan assets of the fair value of the total plan assets are as follows:

Note:

(i) In a law suit filed in May 2011 in the Superior Court of New Jersey, Mercer County, Law Division, USA by certain plaintiffs, against the Company’s US subsidiary Consim Info USA Inc., USA, (“Consim US”) Infonauts Inc., USA (“Infonauts US”) (Promoter owned entity) and subsequently in 2012, Murugavel Janakiraman (“Promoter”) and the Company were made co-defendants. The Company along with the other defendants entered into a binding Settlement Agreement (“Agreement”) with the plaintiffs on December 30, 201 5 to settle the abovementioned litigation. As per the terms of this Agreement, Consim US is to pay the plaintiffs, a sum of eighty lakh dollars (USD 8,000,000) (“Settlement Amount”), in full settlement of the plaintiffs’ claims against the defendants. The settlement amount is to be paid in 22 instalments (“Settlement Payment”) and is supported by an irrevocable corporate guarantee from the Company. Upon execution of the Agreement, Consim US executed a confession of judgment on December 30, 201 5 in favour of the plaintiffs (“Confession of Judgement”). The Confession of Judgement acknowledges a debt owed by Consim US to the plaintiffs corresponding to the Settlement Amount, and may be enforced by the plaintiffs if Consim US does not make any of the Settlement Payments.

If Consim US fails to make any of the remaining Settlement Payment in terms of the Agreement, the US Plaintiffs may invoke the corporate guarantee requiring the Company to make the relevant Settlement Payment within 15 days. If the Settlement Payment is not furnished by the Company within 15 days, (a) the remaining Settlement Amount will be due immediately with interest at the rate of the 8.75% over the Prime Rate (being the rate charged by US banks as reported by the Wall Street Journal’s bank survey), on the unpaid amount, and (b) the Plaintiffs will be entitled to file and enforce the Confession of Judgement.

The Company obtained the regulatory approval from the Reserve Bank of India for the provision for such corporate guarantee and has executed a Deed of Guarantee with the plaintiff and Consim US, guaranteeing the payment of the Settlement Amount by Consim US. Consim US has commenced the payments under the Settlement Agreement and the first payment of ten lakhs dollars (USD$ 1.000.000) was made on March 28, 2016. After the payment of first instalment of the settlement, the parties filed for and obtained the dismissal of the litigation in New Jersey and in India. The remaining settlement payments are due on the last day of each month commencing after the first Settlement Payment, from April 2016 till December 2017 and are required to be of a minimum of USD$ 250.000, provided that the total paid in each quarter is at least USD$ 1,000,000. Consim US has paid the entire amount of the liability as at March 31, 2018, and the corporate guarantee has consequently been cancelled.

Since the cause of action of this litigation and settlement lies in the USA, Consim US will take primary responsibility for payment of the Settlement Amounts.

Voluntary contribution by Promoter:

In order to accede to the entry of, and the terms of the Settlement Agreement, the Company along with other defendants entered into an inter-se agreement on December 21, 2015 and subsequently amended on April 29, 201 7 (“Inter Se Agreement”). In the Inter Se Agreement, in settlement of any claims that the Company may have against the Promoter in relation to this law suit, the Promoter has agreed to make a voluntary contribution of US$ 2,000,000 (“Voluntary Contribution”) to the Company. The Voluntary Contribution will be made by the Promoter upon the Company calling upon the Promoter to pay the Voluntary Contribution on the expiry of 15 months of the date of allotment of its equity shares pursuant to the Initial public offering (“IPO”), and in the event the IPO does not happen by September 30, 201 7, no later than March 31, 2018.

During the current year, the Company’s subsidiary completed the settlement / payment process in respect of a litigation and based on a call made by the Company, the Promoter paid an agreed sum of Rs. 128,191,600 ($ 2,000,000) towards his voluntary contribution to the Company under an Inter Se Agreement between the Company including certain subsidiaries and its directors and the Promoter. As the amount involved is significant, the related income has been disclosed as exceptional item in the financial statements for the year ended March 31, 2018.

Note:

(i) During the previous year the Company has obtained stay against the retrospective implementation of Payment of Bonus (Amendment) Act, 2015 with the Madras High Court for the year 2014-15, contending that such retrospective application is unconstitutional, ultra-vires and void. The impact of such change for the financial year 2014-15 is Rs.55.00 lakhs. Based on the legal advice, management believes that it has a fair chance of defending its position. Accordingly, no provision has been maintained with respect to the financial year 2014-15. The Company has implemented Payment of Bonus (Amendment) Act, 2015 w.e.f April 1, 2015.

(ii) The Company has certain pending litigations with CESTAT, and on a prudent basis, the Company has provided for the service tax liabilities and interest. Further the Company received a demand order from Commissioner of Service tax for the period 2007-08 to 2009-10 under section 78 of the Finance Act regarding non-payment of service tax on import of certain services made during that period. The Company admitted the liability and made payments along with interest. Based on legal consultation, it believes that no provision is required to be made in the books in respect of the penalty of Rs. 69.12 lakhs demanded by the authorities.

(iii) In earlier years, the Company and its wholly owned overseas subsidiary had made certain remittances aggregating to USD 0.04 lakhs towards equity capital for the incorporation of two entities. The said two companies did not commence commercial operations and one of which was liquidated in 2013. During October 2016, the Company received a communication from the Reserve Bank of India (“RBI”) intimating the Company on their contraventions to the provisions of the Foreign Exchange Management Act, 1999 (‘FEMA Regulations’) in respect of these remittances made in earlier years. The Company has filed applications with RBI for compounding of these offences pursuant to the applicable provisions of FEMA Regulations. Based on the communication received from the RBI on this matter and the nature of these contraventions, management believes that the matter will not have any material impact on the financial statements.

(iv) The Company received assessment orders from the Assessing Officer of Income tax for assessment years 2008-09 and 2009-10 with additions in relation to the disallowance of reimbursement of webhosting charges and marketing expenses incurred by wholly owned subsidiaries of the Company on Company’s behalf aggregating to Rs. 1,032.96 lakhs, due to non-deduction of withholding taxes on the same. The Company received favourable orders from Income Tax Appellate Tribunal (ITAT) for Assessment year 2008-09 and Assessment year 2009-10, against which Revenue has filed appeals with High Court. Based on the legal advice received from the consultants, the management believes that the ultimate outcome of this proceeding would be favourable.

The Company received assessment orders from the Assessing Officer of Income tax for assessment years 2014-15 and 2015-16 with additions in relation to the disallowance of online marketing expenses paid to vendors outside India aggregating to Rs. 520.06 lakhs, due to non-deduction of withholding taxes on the same. The Company has filed appeals with CIT (Appeals). Management believes that the ultimate outcome of this proceedings would be favourable.

Terms and Conditions of transaction with Related Parties

The sale to and purchases from Related Parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the years ended March 31, 2018 and March 31, 2017, the Company has not recorded any impairment of receivables (excluding investment made in equity shares) relating to amounts owed by Related Parties (Refer Note 10 and Note 17A for Trade Receivables and Trade Payables respectively).

8 Segment reporting

For management purposes, the Company’s operations are organised into two major segments - Matchmaking services and Marriage services and related sale of products.

Matchmaking services - The company offers online matchmaking services on internet and mobile platforms. Matchmaking services are delivered to users in India and the Indian diaspora through websites, mobile sites and mobile apps complemented by a wide on-the-ground network in India.

Marriage services- The Company has introduced MatrimonyPhotography.com, Matrimonybazar.com and Matrimonymandap.com to provide wedding photography, videography services and allied marriage services.

The Management Committee headed by Managing Director consisting of Chief Financial Officer, Head of Departments and Human resources have identified the above two reportable business segments. The committee monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

9 Fair Values

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values. The management assessed that the cash and cash equivalents, trade receivables, trade payables, fixed deposits, bank overdrafts and other payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:

10 Financial risk management objectives and policies

The Company’s principal financial liabilities, comprise bank overdraft and trade and other payables. The main purpose of these financial liabilities is to raise finance for the Company’s operations. The Company has various financial assets such as trade receivables, cash, security deposits, investments and fixed term deposits, which arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, trade payables, FVTPL investments and receivables.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates.

Other than overdraft facilities maintained with HDFC Bank which are secured against our bank deposit, the Company do not have any credit facilities from any banks or financial institutions. As a result, changes in interest rates are not likely to substantially affect our business or results of operations.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an expenses will fluctuate because of change in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expenses is denominated in a foreign currency) and the Company’s net investment in foreign subsidiary.

The majority of the Company’s revenue and expenses are in Indian Rupees, however significant percentage of revenue are denominated in US dollars. The company currently do not use any foreign exchange hedging contracts to manage our exchange rate risk. However, historically, our results of operations have not been materially affected by fluctuation in exchange rates.

The following table demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The Company’s exposure to foreign currency changes for all other currencies is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In the matchmaking segment, the Company collects the money upfront, hence there is no credit risk. With respect to marriage services segment the Company collects only part of the consideration as an advance before the performance of services, thus exposed to credit risks. Credit quality of a customer cannot be assessed as the Company is largely in to Business to Customer (B2C) model, however the Company through its established policy, procedures and control relating to credit risk management manages the credit risk. An impairment analysis is performed at each reporting date and the Company has a provisioning policy for making provision on receivables. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10. The Company does not hold collateral as security.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty so as to minimise concentration of risks and mitigate consequent financial loss. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 16,789.65 lakhs, 5,500.70 lakhs and Rs. 5,377.06 lakhs as at March 31, 2018, March 31, 2017 and April 1, 2016 respectively, being the total of the carrying amount of balances with banks, fixed term deposits with banks, investment in mutual funds and other financial assets excluding equity investments.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company’s prime source of liquidity is cash and cash equivalent and the cash generated from operations. In addition, Company has overdraft facility with HDFC bank. The Company invests its surplus funds in bank, fixed deposits and mutual funds, which carry minimal mark to market risks.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

11 Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, convertible preference shares, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018, March 31, 2017 and April 1, 2016.

12 First-time adoption of Ind AS

These financial statements, for the year ended March 31, 2018, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2017, the Company prepared its Standalone Financial Statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared Standalone Financial Statements which comply with Ind AS applicable for periods ending on March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

1) The Company has elected to regard carrying values for all of property plant and equipment and intangibles as deemed cost at the date of the transition.

2) Ind AS 102 Share-based Payment has not been applied to equity instruments in share-based payment transactions that vested before April 1, 2016.

3) The cost of a subsidiary in the Company’s Standalone financial statements is the Indian GAAP carrying amount at the transition date.

4) The Company has elected not to apply Ind-AS 103 to business combinations occurring before the date of transition.

Estimates

The estimates at April 1, 2016 and at March 31, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from Impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2016 (i.e. the date of transition to Ind-AS) and as of March 31, 2017.

Effect of the Transition to Ind AS

Reconciliations of the Company’s balance sheets prepared under Indian GAAP and Ind AS as of April 1, 2016 and March 31, 2017 are also presented in Note 46. Reconciliations of the Company’s income statements for the year ended March 31, 2017 prepared in accordance with Indian GAAP and Ind AS in Note 46.

13 Standards issued but not effective

Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another component of equity as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments are effective for annual periods beginning on or after April 1, 2018. These amendments are not expected to have any impact on the Company.

Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration

The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the de-recognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.

Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively an entity may apply these requirements prospectively to all assets, expenses and income in its scope that are initially recognised on or after:

(i) The beginning of the reporting period in which the entity first applies the Appendix, or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the Appendix.

The Appendix is effective for annual periods beginning on or after April 1, 2018. However, since the Company’s current practice is in line with the Interpretation, the Company does not expect any effect on its financial statements.

Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 was issued in February 2016 and notified by the Ministry of Corporate Affairs on March 29, 2018. It establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This standard will come into force from accounting period commencing on or after April 1, 2018. The Company will adopt the new standard on the required effective date. During the current year, the Company performed a preliminary impact assessment of adoption of Ind AS 115 and the same is found to be immaterial.

14 Initial public offering of equity shares

The 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 Company has incurred Rs. 2,989.62 lakhs as IPO related expenses as at March 31, 2018 as against the original estimate of Rs. 3,210.87 lakhs as per Prospectus. These IPO related expenses have been allocated between the Company and the selling shareholders in proportion to the equity shares allotted to the public as fresh issue by the Company and under the offer for sale by selling shareholders in the IPO. The Company’s revised share of total IPO expenses is Rs. 777.55 lakhs as against the original estimate of Rs. 843.36 lakhs as per the Prospectus, and the unspent amount of Rs. 65.81 lakhs has been utilised against General Corporate purposes. The total IPO related expenses attributable to the Company of Rs. 777.55 lakhs has been adjusted against securities premium. The revised amounts and the details of the utilization of IPO proceeds as at March 31, 2018 has been presented above. The Company utilised the savings on purchase of land amounting to Rs. 3.40 lakhs, towards “General Corporate Purposes”. On an overall basis the entire proceeds from IPO has been fully utilised as at March 31, 2018.

15 Acquisition of Second Shaadi.com

The Company entered into a business transfer agreement and domain transfer agreement dated March 1, 2018 with Accentium Web Private Limited for the purchase of Second Shaadi.com along with the related assets, liabilities, rights and obligations, for a consideration of Rs. 110.00 lakhs. The summary of assets and liabilities as at the date of acquisition is as below:

Note: The book value of assets and liabilities approximates the fair value, except for domain mentioned above which has been valued using discounted cash flow method.

This acquisition is not material to the financial statements of the Company.

Footnotes to the reconciliation of equity as at April 1, 2016 and March 31, 2017 and profit or loss for the year ended March 31, 2017.

1. Reclassification

The assets and liabilities as at April 1, 2016 and March 31, 2017 have been re-grouped / re-classified, where necessary to comply with the accounting policies of the Company under Ind AS.

2. Security deposit

Under Indian GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent. The prepaid rent is amortised over the period of the deposit.

3. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or loss as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

4. Re-measurement of actuarial gains/ (losses):

Both under Indian GAAP and Ind AS, the costs related to its post-employment defined benefit plan were recognised on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, re-measurements (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

5. Share based payment

Under Indian GAAP, the Company recognised only the intrinsic value for the long-term incentive plan as an expense. Ind AS requires the fair value of the share options to be determined using an appropriate pricing model recognised over the vesting period.

6. Financial liability at amortised cost

Under Indian GAAP, the Company did not recognise financial guarantee obligation for corporate guarantee given to Consim US. Ind AS prescribes accounting for financial guarantees at the fair value. Subsequently these financial guarantee obligation and Guarantee fee receivable are measured at amortised cost using Effective Interest Rate (EIR) method and been recognised in the Balance Sheet.

7. Leases - Reversal of rent straight lining

Under Indian GAAP, the Company recognised the provision for rent escalation over the lease period for office premises and retail outlets taken on lease. Under Ind AS, if the increase in the payments to the lessor is on account of expected general inflation, straight lining of rental expenses is not required.

8. Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

16 Events after the reporting period

Subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company, the Board of Directors has recommended a final dividend of Rs. 1.50 per equity share of Rs. 5 each.

17 Previous year comparatives

Previous year figures have been reclassified / regrouped wherever necessary to conform to current year’s classification.