Matrimony.com Ltd Directors Report

Dear Shareholders,

The Board of Directors of your Company takes pleasure in presenting the Twenty Third annual Report of the Company together with the audited consolidated & standalone financial statements and the auditors Report thereon for the financial year ended

March 31, 2024.

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

RESULTS OF OPERATIONS

	Consolidated		Standalone
	FY 2024	FY 2023	FY 2024	FY 2023
1. Net Revenue	48,136	45,577	47,279	44,865
2. Other Income	131	751	149	764
3. Total income (1+2)	48,267	46,328	47,428	45,629
Expenditure:
a) Employee Benefit Expenses	13,968	14,410	13,774	14,207
b) Marketing Expenses	18,682	18,230	18,696	18,150
c) Infrastructure /Communication/ Administration Expenses	8,272	6,193	8,237	6,110
4. Total expenditure	40,922	38,833	40,707	38,467
5. EBITDA(3-4)	7,345	7,495	6,721	7,162
6. Depreciation/Amortization	2,840	2,997	2,736	2,893
7. Finance Cost	517	591	515	588
8. Finance Income	2,484	1,687	2,914	2,039
9. Profit before tax and share of profit / (loss) from associate (5-6-7+8)	6,472	5,594	6,384	5,720
10. Share of loss from associate	(1)	(1)	-	-
11. Net Profit before tax (9-10)	6,471	5,593	6,384	5,720
12. Tax Expense	1,516	926	1,539	948
13. Net Profit after tax (11-12)	4,955	4,667	4,845	4,772
14. Other Comprehensive Income- Net of Tax	(44)	-*	(52)	(32)
15. Total Comprehensive Income (13+14)	4,911	4,667	4,793	4,740
16. Retained Earnings ( Opening Balance)	20,165	16,690	20,425	16,843
17. Addition to retained earnings	3,847	3,475	3,738	3,582
18. Retained earnings ( Closing Balance)	24,012	20,165	24,163	20,425
19. EPS Basic	22.26	20.73	21.77	21.20
20. EPS Diluted	22.25	20.72	21.76	21.19

*Represents value less than Rs. 0.5 lakhs

BUSINESS REVIEW

Your Company achieved consolidated revenue of Rs. 48,136 Lakhs during the year under review as against Rs. 45,577 Lakhs during the previous financial year, a growth of 5.62 % year on year. The operating expenses stood atRs. 40,922 Lakhs during the year as against Rs. 38,833 Lakhs of the previous year, representing an increase of 5.38%. The Earnings before Interest, Tax and Depreciation (EBITDA) for the year was at Rs. 7,345 lakhs as against Rs. 7,495 Lakhs for the previous year, a decrease of 2.00%. The Profit before tax for the year was at Rs. 6,472 Lakhs as against Rs. 5,594 Lakhs of the previous year, representing an increase of 15.72%. The Companys consolidated Net Profit (PAT) for the year was at Rs. 4,955 Lakhs as against Rs. 4,667 Lakhs of the previous year, an increase of 6.18%.

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

Matchmaking

The Company has added 10.74 Lakhs in paid subscriptions, an increase of 8.03% over the previous year. The revenue on a consolidated basis, for the current year was at Rs. 47,237 Lakhs as against Rs. 44,603 Lakhs for the previous year, resulting in a growth of 5.91%. The matchmaking EBITDA for the year increased by 3.31% to reach Rs. 9,869 Lakhs as against Rs. 9,553 Lakhs of the previous year.

Marriage Services

The revenue from marriage services for the year was at Rs. 899 Lakhs as against Rs. 974 Lakhs of the previous year, resulting in a decrease of 7.70%. The EBITDA loss for the year was at Rs. 1,034 Lakhs as compared to loss of Rs. 1,300 Lakhs of the previous year.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LIQUIDITY

As of March 31, 2024, on a consolidated basis, we had liquid assets (including cash and cash equivalents and investments) of Rs.35,831 Lakhs as against Rs. 32,463 Lakhs at the previous year end. Your Company is also debt-free as of 31^st March 2024.

The details of these investments are disclosed under the ‘Financial Assets section in the consolidated financial statements in this

Annual Report.

FUTURE OUTLOOK

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

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

DIVIDEND

Your Company has been consistent in generating operating cash flow over the years. The dividend policy indicates that the Company endeavors to maintain a minimum dividend pay-out ratio of 10-15% of standalone profits after tax, excluding exceptional transactions. The payout ratio may be altered if cash is to be retained under certain circumstances. The Board has recommended a final dividend ofRs.5 per equity share, in its meeting held on May 14, 2024 subject to approval by the shareholders at the ensuing annual general Meeting. The total dividend pay-out for the current year is Rs. 1,113 Lakhs signifying a pay-out ratio of 22.97%

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

SIGNIFICANT EVENTS

There are no significant events during the year.

SHARES

BUYBACK OF SECURITIES

The Company has not bought back any security during the year under review.

SWEAT EQUITY

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

BONUS SHARES

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

EMPLOYEES STOCK OPTION SCHEME

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

i) Options movement during the year

Sl. No. Particulars	ESOS 2014
1. Number of options outstanding at the beginning of the year	93,675
2. Number of options granted during the year	41,800
3. Number of options forfeited/lapsed during the year	33,050
4. Number of options vested during the year	23,155
5. Number of options exercised during the year	5,000
6. Number of shares arising as a result of exercise of options	5,000
7. The exercise price of options granted during the year	1. 541.95
	2. 574.90
	3. 534.85
8. Variation of terms of options	NIL
9. Money realized by exercise of options (Rs. ), if scheme is implemented directly by the company	Rs. 20,78,075
10. Number of options outstanding at the end of the year	97,425

ii) Employee-wise details of options granted to

Key Managerial Personnel	NIL
Employees who received a grant in the year amounting to 5% or more of options granted during the year	Mr. Kiran Vijaykumar – 3,000 options
	Mr. Praveen Kumar Kodur – 6,800 options
	Mr. Palanisamy Inbarajan – 6,000 options
	Mr. Mayank Anand Jha – 8,000 options
	Mr. Brijendra Tripathi – 4,000 options
Identified employees who were granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

The Employee Stock Option Scheme 2014 is in compliance with Securities and Exchange Board of India (Share Based Employee

Benefits And Sweat Equity) Regulations, 2021. The details required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 are available on the Companys website at https://www.matrimony.com/investors/investor-reports?search=financial_fillings&cat=Annual%20report

The Companyhasreceived Certificatefrom the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations,

2021 as amended from time to time, and in accordance with the resolution passed by the members in the General Meeting.

The Certificate would be placed at the Annual General Meeting for inspection by members.

BOARD OF DIRECTORS

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

Smt. Deepa Murugavel Director retires at this Annual General Meeting and being eligible, offers herself for re-election. Shri. Murugavel Janakiraman, was re-appointed as Managing Director for a period of 2 years with effect from April 1, 2024.

DECLARATION OF INDEPENDENT DIRECTORS

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

As pertheprovisionsoftheCompanies(AppointmentandQualification of Directors) Fifth Amendment Rules, 2019, every individual who has been appointed as an independent director in a company, on the date of commencement of the above rules shall within a period of thirteen months from the date of commencement apply to Indian Institute of Corporate Affairs for inclusion of his name in the data bank for such period till he continues as Independent Director of any Company.

As per the above provisions, every independent director shall submit a declaration of compliance with sub-rule (1) and sub-rule (2) to the Board, each time he/she submits the declaration required under sub-section (7) of section 149 of the Act. The Company has obtained a declaration to that effect from the Independent Directors.

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

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 6 Board meetings during the financial year under review and a separate meeting of the Independent Directors on 19/03/2024.

BOARD EVALUATION

The performance evaluation of the Board, its committees and individual Directors including independent Directors was conducted based on the criteria laid down by the Nomination and Remuneration Committee of the Company covering various aspects of the

Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligation and governance.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

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

Investment & Loan

Name of the Company	No of shares	Amount (in Rs.)	Loan amount outstanding (in Rs.)
Sys India Private Limited*	1,00,000	1,00,000	-
Consim Info USA Inc., USA	1,000	45,120	-
Matrimony DMCC	50	10,16,474	-
Astro-Vision Futuretech Private Limited	3,341	6,14,43,400	20,00,000
Bangladeshi Matrimony Private Limited*	10,99,785	95,58,400	49,00,000
Boatman Tech Private Limited*	16,692	9,94,95,400	1,73,00,000

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

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

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

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy

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

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

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

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. It has constantly evolved through the use of technology. From modernisation of the data centre, to automation powered by ArtificialIntelligence (AI), to Machine Learning

(ML), and to the deployment of the Big Data platform and the Analytical database, the Company has constantly been at the forefront when it comes to Technological advancements and transformations. The Company has adequate members in Technology development functions and keep updating the changes in technology.

iii) Foreign Exchange earnings and outgo

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

a) Earnings in Foreign Currency

Sl No Particulars	2023-24	2022-23
1 Income from services	6,042	6096
2 Database access fees	148	122
3 Business License fees	74	72
Total	6,264	6,290

b) Expenditure in Foreign Currency

Sl No Particulars	2023-24	2022-23
1 Advertisement Expenses	212	346
2 Technical & Web hosting charges	98	44
3 Other Expenses	466	136
4 Capital expenditure	1,302	-
Total	2,078	526

PARTICULARS OF EMPLOYEES & REMUNERATION

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

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

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

SECRETARIAL AUDIT

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

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

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

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

FIXED DEPOSITS

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

DETAILS OF SUBSIDIARIES & ASSOCIATE COMPANY

Your Company has five wholly owned subsidiaries, viz. Sys India Private Limited, Consim Info USA Inc, Bangladeshi Matrimony

Private Limited, Matrimony DMCC, Dubai and Boatman Tech Private Limited. The Company has one Associate Company viz Astro Vision Futuretech Private Limited.

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

HUMAN RESOURCES MANAGEMENT

Your Company has a pan India presence and employs around 2,713 associates to accomplish the purpose of the Companys

"HAPPY MARRIAGES". We have unleashed the power of inclusion through our geographical spread to cater to various Indian communities across the globe. Gender equity is our strength, as more than 54% of our associates are women, with an average age of our associates being 29 years.

As Human Resources Function, we achieved many significant milestones with technology and automation at the heart of this FY24 journey.

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

Emerging Leaders Program

FY 2024 witnessed a remarkable journey in the leadership capability building initiative of matrimony.com. 25 Hi-Potential People went through a 4 modular comprehensive leadership development program with Bharathidasan Institute of Management (BIM) Trichy – a premier B School as training partner. The Program was conducted partly at BIM campus and Partly at the IIT Madras Research Centre. With a right mix of theoretical constructs and practical applications, the interventions were participative and experiential and helped the cohort gain meaningful insights into several aspects of Leadership, Data management, Execution Excellence, Nurturing high-performing Teams and Strategic thinking.

Mindful Managers Program

While the Emerging Leaders Program focussed on Senior Leadership, the Mindful Managers Program focussed on building the managerial capability of mid-level managers. This is an internally designed and facilitated transition program that would enable mid-level managers to hone their managerial and leadership capability. Around 25 mid-level managers were nominated for the program in FY 2024. The program is designed as 6 modular intervention covering Fundamentals of Management, Execution Excellence, Lateral thinking & Innovation, Managing Change, Nurturing High performing Teams, Manager to Leader. The Manager to Leader transition module would be a 2-day intervention by BIM.

Business Performance Enhancement Program (BPEP):

In FY 2024 we launched the BPEP program for Sales enhancement focussing on certain segments of Telesales. The sole objective of this intervention is to retain talent and develop competencies for the current role and prepare them for future roles. The intervention is holistic and owned by HR, Learning and Development and the Business. This focussed intervention is to help the associates enhance their selling skills which enables productivity enhancement and boosts sales & revenue. More than 300+ associates pan India are covered under the BPEP program.

Chief Learning Officer Awards

The L&D function of matrimony.com won the Annual Tata Institute of Social Sciences -Leap vault awards for L&D excellence in

2 categories – Best Blended Learning Program and Best Leadership Development Program. The awards were distributed at the

Annual Chief Learning Officers nd and 3rd of November. The award for the best Blended Learning Program SummitinMumbaion2 went to the Frontline Leadership Development Program FLPD a flagship initiative to upskill the productivity and customer centricity of a specific cohort of critical front-ending resources. The Emerging Leaders Program with collaboration from BIM Trichy won the award for the Best program in leadership development.

Strengthening Process Excellence

With a view to strengthening the process orientation across functions, matrimony.com conducted Six Sigma Greenbelt certification training for 23 associates nominated across functions. The training was conducted by TUV SUD. These associates have been given an opportunity to work on six sigma process improvement projects in their respective functions and the best project teams would be further sponsored to do a blackbelt certification. This is a step forward to ensure process adherence and enhance quality standards across functions

Matrimony.com Anthem

Our 23^rd foundation day saw the release of our Matrimony.com Anthem. Conceived and executed by the internal HR team, the peppy anthem was scripted by our own Associate Mr Stanley who also set the music for the anthem. Our internal music club members sang the anthem that was professionally recorded and the filming and editing were done by our internal audio-visual team. The anthem was a superhit and every day at 9.25 A.M. our anthem is played at every office location of matrimony.com pan India.

Video Campaigns

Our YouTube channel saw some vibrant additions this year. Starting from our peppy matrimony anthem – script and choreographed versions, to the pan Indian womens day campaign, a shoot and edit video on our customer experience at our retail stores- Athithi devo bhava and a host of occasion-based awareness videos – water day, happiness day, appreciation day. We have also leveraged AI tools to create educational videos on the critical aspects of our code of conduct. Be it awareness generation or learning or engagement, our audio-visuals keep the teams charged.

Great Manager Survey

The Great Managers Survey is a nationwide survey of Managers cutting across organizations. This is initiated by the Great Manager Institute – a sister concern of Great Places to Work. 100 Managers of Matrimony.com participated in the survey. 22 out of these

100 managers got shortlisted to the next round and 1 manager Ms. Sushma Kumar has made it to the final round and features in the list of the top 100 managers of India . All managers whowereshortlistedinthefirstroundwerecertifiedas Great Managers to work with by the GMI Institute. The survey scores were based on a self-assessment questionnaire and survey of the reporting team members of the managers. The survey itself was based on the CDI framework – Connect, Develop & Inspire

Employer Review Ratings

Matrimony.com continues to establish its presence as a trusted brand and employer of choice year on year. We have seen a remarkable increase in our ratings and in FY 2024 our Glassdoor and Ambition box ratings stood at 4.6 and 4.4 respectively. This stands testimony to the people culture at matrimony.com – a shot in the arm to the conscious and concerted efforts of the HR team to create an enabling work culture in the organization.

Employee well being

Health Camps were conducted across offices for general health, Eye camps and Dental camps. We implemented providing healthy protein snacks for our employees across our PAN India offices.

Meditation at office- We have allocated time everyday morning for employees to do meditation at the office.

Womens day campaign Special talks

Matrimony.com orchestrated a meaningful Womens Day event, featuring a line-up of insightful talks tailored to enrich and empower women. Renowned experts from diverse fields shared their expertise, covering essential topics ranging from holistic wellness to career aspirations.

Learning Club

At Matrimony.com, we foster a culture of continuous learning, recognizing that insights can emerge from various experiences and sources. We believe that learning is a lifelong journey, and every member of our organization contributes to our collective growth. To cultivate this ethos, we have introduced the Learning Club, a voluntary platform where associates can share their learnings and inspirations. The trends of the sessions have been encouraging, that underscore the effectiveness of narrative-based learning approaches, which resonate deeply with our team members while reinforcing essential principles.

Giving back to Society

We continue our initiatives that were commenced in FY23 towards park maintenance at Chennai in association with the Tamil Nadu Government. We renewed our park maintenance agreement for 3 more years. Based on our work, the Greater Chennai

Corporation (GCC) has provided us with additional opportunities to maintain the Elliots Beach pedestrian walkway and we have signed an MOU. We also partnered with the ISHA foundation towards plantation activity that dedicates every success story.

RELATED PARTY TRANSACTIONS

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

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

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

CORPORATE GOVERNANCE

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

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

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