matrimonycom Directors report

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the Twenty Second annual Report of the Company together with the audited consolidated & standalone financial statements and the auditor?s Report thereon for the financial year ended March 31, 2023.

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

RESULTS OF OPERATIONS

in Rs Lakhs, except per equity share data

	Consolidated	Standalone
	FY 23	FY 22	FY 23	FY 22
1. Net Revenue	45,576.92	43,449.56	44,865.18	42,966.68
2. Other Income	751.13	297.85	1,093.96	611.88
3. Total income (1+2)	46,328.05	43,747.41	45,959.14	43,578.56
Expenditure:
a) Employee Benefit Expenses	14,409.60	13,231.69	14,206.73	13,057.94
b) Marketing Expenses	18,230.62	16,212.10	18,149.99	16,131.18
c) Infrastructure /Communication/ Administration Expenses	6,193.19	5,308.00	6,109.92	5,197.87
4. Total expenditure	38,833.41	34,751.79	38,466.64	34,386.99
5. EBITDA(3-4)	7,494.64	8,995.62	7,492.50	9,191.57
6. Depreciation/Amortization	2,997.21	2,690.68	2,893.31	2,632.45
7. Finance Cost	590.75	536.00	588.24	531.34
8. Finance Income	1,687.32	1,496.23	1,709.42	1,507.59
9. Profit before tax and share of profit / (loss) from associate (5-6-7+8)	5,594.00	7,265.17	5,720.37	7,535.37
10. Share of loss from associate, net of taxes	(0.96)	(78.95)	-	-
11. Net Profit before tax (9-10)	5,593.04	7,186.22	5,720.37	7,535.37
12. Tax Expense	925.80	1,827.07	947.88	1,837.19
13. Net Profit after tax (11-12)	4,667.24	5,359.15	4,772.49	5,698.18
14. Other Comprehensive Income- Net of Tax	0.12	(41.94)	(32.13)	(51.51)
15. Total Comprehensive Income (13+14)	4,667.36	5,317.21	4,740.36	5,646.67
16. Retained Earnings (Opening Balance) 17. Transfer to General Reserve	16,690.06 3,475.33	12,178.40 4,511.66	16,843.40 3,581.96	11,990.60 4,852.80
18. Retained earnings (Closing Balance)	20,165.39	16,690.06	20,425.36	16,843.40
19. EPS Basic	20.73	23.42	21.20	24.90
20. EPS Diluted	20.72	23.39	21.19	24.87

BUSINESS REVIEW

Your Company achieved consolidated revenue of Rs. 45,576.92 Lakhs during the year under review as against Rs. 43,449.56 Lakhs during the previous financial year, a growth of 4.90 % year on year. The operating expenses stood at Rs. 38,833.41 Lakhs during the year as against Rs. 34,751.79 Lakhs of the previous year, representing an increase of 11.75 %. The Earnings before Interest, Tax and Depreciation (EBITDA) for the year was at Rs. 7,494.64 as against Rs. 8,995.62 Lakhs for the previous year, a decrease of 16.69%. The Profit before tax for the year was at Rs. 5,593.04 Lakhs as against Rs. 7,186.22 Lakhs of the previous year, representing a decrease of 22.17%. The Company?s consolidated Net Profit (PAT) for the year was at Rs. 4,667.24 Lakhs as against Rs. 5,359.15 Lakhs of the previous year, a decrease of 12.91%.

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

Matchmaking

The Company has added 9.94 Lakhs in paid subscriptions, an increase of 11.19% over the previous year. The revenue for the current year was at Rs. 44,602.50 Lakhs as against Rs. 43,036.44 Lakhs for the previous year, resulting in a growth of 3.64%. The matchmaking EBITDA for the year decreased by 14.48% to reach Rs. 9,553.71 Lakhs as against Rs. 11,171.56 Lakhs of the previous year.

Marriage Services

The revenue from marriage services for the year was at Rs. 974.42 Lakhs as against Rs. 413.12 Lakhs of the previous year, resulting in an increase of 135.87%. The loss for the year was at Rs. 1300.46 Lakhs as compared to loss of Rs. 955.30 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 on March 31, 2023, on a consolidated basis, we had liquid assets (includes cash and cash equivalents and investments) of Rs. 32,453.91 Lakhs as against Rs. 33,372.41 Lakhs at the previous year end. Your Company is also debt free as on 31^st March 2023. The details of these investments are disclosed under the ‘Financial Assets? section in the consolidated financial statements in this Annual Report.

FUTURE OUTLOOK

Company being the leader in the matchmaking space believes that growth prospect is high since the Country has 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. Internet base in India is expanding very rapidly and is expected to grow significantly in the coming years and this augurs well for the on line matchmaking segment. To ride on the growth, your Company will continue to focus on product and process improvements and invest in brand.

For more details kindly refer to Management Discussion and Analysis report which is presented as 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 of Rs.5 per equity share, in its meeting held on May 09, 2023 subject to approval by the shareholders at the ensuing annual general Meeting. The total dividend pay-out for the current year is Rs. 1,112.77 Lakhs signifying a pay-out ratio of 23.84%

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 is no dividend that has remained unclaimed and unpaid for a period of seven years from the date it became due for payment.

SIGNIFICANT EVENTS

There are no significant events during the year.

SHARES

BUYBACK OF SECURITIES

During the year, the Company bought back 6,52,173 equity shares of Rs. 5 each at a price of Rs. 1,150/- per share for an amount not exceeding Rs. 7,500 lakhs .

SWEAT EQUITY

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

BONUS SHARES

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

EMPLOYEES? STOCK OPTION SCHEME

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

i) Options movement during the year

Sl. No.	Particulars	ESOS 2014
1.	Number of options outstanding at the beginning of the year	1,27,697
2.	Number of options granted during the year	-
3.	Number of options forfeited / lapsed during the year	25,100
4.	Number of options vested during the year	24,950
5.	Number of options exercised during the year	8,922
6. 7.	Number of shares arising as a result of exercise of options Exercise price of options granted during the year	8,922
8.	Variation of terms of options	NIL
9.	Money realized by exercise of options (INR), if scheme is implemented directly by the company	35,94,098
10.	Number of options outstanding at the end of the year	93,675

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	NIL
Identified employees who were granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

The Employee Stock Option Scheme 2014 is in compliance with SEBI (Share based Employee Benefits) Regulations 2014. The details required under Regulation 14 of the SEBI (Share based Employee Benefits) Regulations 2014 are available on the Company?s website at https:/^/www.matrimony.com/investors/investor-reports?search=finandaLfillings&cat=Annual%20report

The Company has received a Certificate from the practising Company Secretary that the Scheme has been implemented in accordance with the SEBI Regulations, and the resolution passed the members. 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.

Shri Murugavel Janakiraman, Managing Director retires at this Annual General Meeting and being eligible, offers himself for re-election. Smt. Akila Krishnakumar, Independent Director being eligible, is seeking re-appointment for a period of 5 years in the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENT DIRECTORS

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

As per the provisions of the Companies (Appointment and Qualification 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 self-assessment test based on their experience and hence the requirement of passing online proficiency self-assessment test is not applicable for the Independent Directors of the Company.

The detailed terms of appointment of Independent Directors is disclosed on the Companys website in 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 30/03/2023.

BOARD EVALUATION

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

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

Name of the Company	No of shares	Amount (in 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
Bangladeshi Matrimony Private Limited*	10,99,785	95,58,400
Boatman Tech Private Limited*	16,692	9,94,95,400

* 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 in office spaces that are more energy efficient.

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

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

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

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Sl No	Particulars	2022-23	2021-22
1	Income from services	6,096.23	5,832.19
2	Database access fees	122.23	104.23
3	Business License fees	71.70	53.90
Total	6,290.16	5,990.32
b) Expenditure in Foreign Currency		(in Rs. Lakhs)
Sl No	Particulars	2022-23	2021-22
1	Advertisement Expenses	345.63	233.56
2	Technical & Web hosting charges	43.61	133.20
3	Other Expenses	135.88	112.89
Total	525.12	479.65

PARTICULARS OF EMPLOYEES & REMUNERATION

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

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

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

SECRETARIAL AUDIT

The provisions of the secretarial audit under Section 204 are applicable to the Company. Accordingly, the Secretarial Auditor was appointed to carry out the audit. The Audit report is attached as ANNEXURE C. The explanation for the observation made by the secretarial auditor is given below:

Observations

The gap between two Risk Management Committee meetings exceeds 180 days under Regulation 21 (3) (3C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Response:

The gap between the two meetings in the current financial year did not exceed 180 days but exceeded 180 days between the last meeting held in the previous year and the first meeting of the current year. This has happened due to inadvertence. Efforts are being taken to ensure that the gap will not exceed 180 days in the future.

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 3172 associates to accomplish the purpose of the Company?s "HAPPY MARRIAGES". We have unleashed the power of inclusion through our geographical spread to cater to various Indian communities across the globe. Gender equity is our strength, as more than 55% of our associates are women, with an average age of our associates being 29 years.

As Human Resources Function, we achieved many significant milestones with technology and automation at the heart of this FY?23 journey.

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

Employee Value Proposition ("EVP")

• An Employee Value Proposition deck showcasing Matrimony.com as an attractive career choice was done. This aesthetically designed deck was infused with audio visuals showcasing the credentials of Senior Leaders, bytes of Managing Director (MD), Senior Leadership, and a few smart associates. An internally created audio visual with candid visuals on culture and ambiance was a star attraction of the EVP deck. ^•

• Internship: Project Interns from Tier 1 B Schools and Tech institutes were hired in the product/tech teams. The move brought in a young bunch of talented youngsters from pedigreed institutions with a view to infuse fresh ideas in the product teams and also showcase matrimony.com as a happening place to be in.

HR Capability Building

• All Business HR people in Pan India underwent an internally designed Induction certification program that trained them on best Induction practices as they are the front-ending brand ambassadors of the organization to an incoming associate.

• All Trainers Pan India were given a 2-day Train the Trainer Certification Programme to hone their competency in Sales training and experiential learning methodology. The program was a mix of Instructor led training and outbound experiential learning.

New Policies

• An Internal Job Posting Policy was framed and implemented this year opening avenues for existing associates to apply for roles within the organization as per their interests and skillsets - a progressive move that widens the career scope of associates.

• Human Rights Policy: A human rights policy was drafted and rolled out that focused on the organization?s commitment to fundamental human rights and zero tolerance of any kind of workplace abuse. The policy is a forerunner to initiating a positive and healthy work culture and fosters inclusivity and respect at the workplace.

Enhancing Employee Experience

Leader Visits: The Senior Leadership team including the Managing Director (MD) took turns visiting all office locations in Pan India. They addressed the associates, understood ground-level concerns and addressed them, and also participated in the on- floor Rewards and Recognition ("R&R") in the region.

Events: All National and Religious festivals and occasions like Women?s day, Children?s Day, Cancer awareness day were observed and celebrated with great fanfare across regions. Associates were made to participate in local flavors and festivities. Unlimited synergy was the hallmark of all events.

Culture of Recognition

The internal rewards & recognition platform was revamped to include more categories of awards. Certain categories of awards that were hitherto non-monetized were monetized and a focused campaign was done to bring in more nominations overall and unique nominations. This consciously led to a culture of appreciation and recognition across the organization.

People who were nominated for these awards were now acknowledged on the floor with a physical rewards & recognition event that was conducted. Business Leaders in the regions participated and distributed the awards to the associates. This initiative was welcomed by associates across the regions.

Cultural Integration through Audio visual Mode

An internal audio-visual team was set up and audiovisuals on various aspects of organizational culture were produced. Candid visuals highlighting the employee-friendly culture, awareness and sensitization videos on aspects of health and wellness, ESG, Event round ups and videos highlighting the rewards & recognition, celebration, leader visits, occasion based special campaigns were all internally produced and an exclusive YouTube channel called life@matrimony.com was started.

Capability building

• Individual Development Plan for High Potential people: 25 High Potential employees were identified across functions and Individual development plans along with their managers were drafted for them in line with their growth aspirations and the need of the organization. Hogan assessments were done for the Band 4 and Band 5 associates and one on one feedback was given. This gave them an insight into their own strengths and areas of development and laid the foundation for their developmental journey.

• FLDP: Frontline Leadership Development Programme which is a continual development program to hone the competencies of the Telemarketing Executives in certain segments was launched. This was a 2-pronged approach that addressed the business need as well as paved the way for opening future career avenues for Tele Marketing Executives (TMEs).

ESAT Survey

My Voice 22 an Employee Satisfaction Survey was conducted for all associates of Matrimony.com. 2208 associates participated in the survey. The survey?s comprised of an Engagement Index, Leadership Index, Manager Index, HR Index and Wellbeing Index. We came out with an engagement score of 65% which was closely on par with Industry standards.

We Matter Awards

It rained awards for matrimony.com and its Senior Leadership at the WE Matter awards evening. While Matrimony.com as an organization won the award for the best organization for Diversity & Inclusion, Shri. Murugavel Janakiraman won the award for best CEO, Shri. Rajesh Balaji won the award for the best CHRO and Shri. Sushanth S Pai and Smt. Saichitra Swaminathan won awards for Role Model Leaders.

HR helpdesk Ticketing Tool: Channelizing the employee queries and efficiently managing the turnaround time have been one of the key priorities on the HR agenda for this year. As an important step towards streamlining HR Operations processes, HR Helpdesk Ticketing Tool was launched on Jan?23. The launch of this tool has consolidated the multiple query channels that prevailed, helped us measure the quantum of queries reaching us under various categories and sub-categories, and has been built based on the Global Net Promotor Score concept which has a direct measurement of the employee experience scale.

Other initiatives

We conducted various initiatives in the health related area such as General health check up, blood donation camp, Eye camp, covid booster vaccination camp and work place related improvements such as revamp of facilities, branding, hygiene related measures etc.

Giving back to society

The Company signed an MOU with Greater Chennai Corporation for park maintenance at a prominent location in Chennai stretching 2.1 km as part of its CSR project. This was part of the initiative of the Tamilnadu Government to develop parks in honour of the 75th Anniversary of India?s Independence. The Honourable Chief Minister of Tamilnadu inaugurated this Independence Day Park. It comprises a Miyawaki Forest, a kids play area, and a dedicated bicycle lane, among other attractions. The extra amenities include an open gym, a badminton court, LED lights, wall art, and artificial water fountain. The park also features a separate area where kids can practice martial arts and Skating, as well as an outdoor theatre for cultural events. The Company took over the maintenance activity and did various activities such as CCTV installation, manpower deployment, water coolers, toilet works, game zone, Police booth etc. Matrimony.com also planted 100 new saplings along with its employees as part of this initiative.

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 arm?s length basis. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large. There are no other contracts or arrangements entered into with Related Parties except with the Wholly owned subsidiaries during the year. However, the details of the contracts that are subsisting during the year are 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.

PREVENTION OF SEXUAL HARASSMENT POLICY

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

During the financial year 2022-23, there were 4 complaints of sexual harassment and appropriate action was taken after the investigation. Necessary steps were taken to create awareness of the prevention of Sexual harassment policy.

ANNUAL RETURN

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

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

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

INTERNAL CONTROL SYSTEMS

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

Internal Financial Control Systems with reference to the Financial Statements

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

Disclosure of maintenance of Cost Record

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

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

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government

Authorities for their continued support extended to your Company?s activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	For and on behalf of the Board of Directors of Matrimony.com Limited
Place: Chennai	Murugavel Janakiraman
Date: May 09, 2023	Chairman & Managing Director & Chairman of CSR committee