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 auditor's 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

*Represents value less than ' 0.5 lakhs

BUSINESS REVIEW

Your Company achieved consolidated revenue of ' 48,136 Lakhs during the year under review as against ' 45,577 Lakhs during the previous financial year, a growth of 5.62 % year on year. The operating expenses stood at ' 40,922 Lakhs during the year as against ' 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 ' 7,345 lakhs as against ' 7,495 Lakhs for the previous year, a decrease of 2.00%. The Profit before tax for the year was at ' 6,472 Lakhs as against ' 5,594 Lakhs of the previous year, representing an increase of 15.72%. The Company's consolidated Net Profit (PAT) for the year was at ' 4,955 Lakhs as against ' 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 ' 47,237 Lakhs as against ' 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 ' 9,869 Lakhs as against ' 9,553 Lakhs of the previous year.

Marriage Services

The revenue from marriage services for the year was at ' 899 Lakhs as against ' 974 Lakhs of the previous year, resulting in a decrease of 7.70%. The EBITDA loss for the year was at ' 1,034 Lakhs as compared to loss of ' 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 '35,831 Lakhs as against ' 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 of '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 ' 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 vear

ii) Employee-wise details of options granted to

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 Company's website at https://www.matrimonycom/investors/investor-reports?search=financial_fillings&cat=Annual%20report

The Company has received a Certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 as amended from time to time, and in accordance with the resolution passed by the members in the General Meeting. The Certificate would be placed at the Annual General Meeting for inspection by members.

BOARD OF DIRECTORS

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

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

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

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 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 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 & Loan

* 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 efficient.

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

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

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

iii) Foreign Exchange earnings and outgo

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

a) Earnings in Foreign Currency

b) Expenditure in Foreign Currency

PARTICULARS OF EMPLOYEES & REMUNERATION

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

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

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

SECRETARIAL AUDIT

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

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

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

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

FIXED DEPOSITS

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

DETAILS OF SUBSIDIARIES & ASSOCIATE COMPANY

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

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

HUMAN RESOURCES MANAGEMENT

Your Company has a pan India presence and employs around 2,713 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 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 FY'24 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 2024we 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 Summit in Mumbai on 2^nd and 3^rd of November. The award for the best Blended Learning Program 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 women's 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 who were shortlisted in the first round were certified as 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.

Women's day campaign Special talks

Matrimony.com orchestrated a meaningful Women's 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 Elliot's 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 arm's length basis. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel, or their relatives that may have a potential conflict with the interest of the Company at large. There are no other contracts or arrangements entered into with Related Parties except with the wholly owned subsidiaries & Associate Company during the year. However, the details of the contracts that are subsisting during the year is disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013 in form AOC-2 as ANNEXURE E.

CORPORATE GOVERNANCE

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

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

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

SOCIAL COMMITMENT

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

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

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

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

II) The CSR committee was constituted for the implementation of CSR activities and the composition of the Committee as of 31^st

March 2024 is given below

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

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

https://www.matrimonycom/investors/investor-reports?search=financial_fillings&cat=CSR%20projects

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

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

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

VI) a) Average net profit of the Company as per Section 135 (5): ' 6,058 Lakhs

b) Two percent of the average net profit of the company as per section 135(5): ' 121 Lakhs

c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: ' 4 Lakhs

d) Amount required to be set off for the financial year, if any: ' 4 lakhs

e) Total CSR obligation for the financial year (b- d): '117 Lakhs

VII) a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ' 141 Lakhs

b) Amount spent on Administrative Overheads: NIL

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

d) Total amount spent for the Financial Year (a b c)): ' 141 Lakhs

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

f) Excess amount for set off, if any

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

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

X) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). Not applicable

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

STATUTORY AUDITORS

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

RISK MANAGEMENT

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

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

Shri S. M Sundaram

Shri. Milind Shripad Sarwate

Shri. George Zacharias

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

PREVENTION OF SEXUAL HARASSMENT POLICY

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

During the financial year 2023-24, there were 4 complaints on sexual harassment and appropriate action was taken after the investigation. Necessary steps were taken to create awareness on the prevention of Sexual harassment policy.

ANNUAL RETURN

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

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

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

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

INTERNAL CONTROL SYSTEMS

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

Internal Financial Control Systems with reference to the Financial Statements

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

Audit Trail

The Statutory Auditors in their report have commented the following

The company uses one core accounting software and multiple ancillary accounting software for maintaining its books of account. These accounting software have a feature of recording audit trail (edit log) facility and the same has been operating throughout the year for all relevant transactions recorded in the software, except for:

> An ancillary accounting software for revenue recognition of matchmaking segment, wherein the feature of recording the audit trail has been enabled from 20 July 2023.

> Ancillary accounting software that maintains customer subscription data for which the feature of recording the audit trail has not been enabled.

> An ancillary payroll accounting software, operated by a third-party software service provider, wherein the SOC 1 Type 2 report is not available for the period from 1 January 2024 to 31 March 2024. Accordingly, we are unable to comment whether audit trail feature of the said software was enabled and operated for the aforesaid period.

As regards the above comment, we would like to explain that the Company has adequate alternative checks and balances in place

to ensure adequacy and control.

Disclosure on maintenance of Cost Record

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

DIRECTORS RESPONSIBILITY STATEMENT

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

Statement-

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss 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 14, 2024 Chairman & Managing Director & Chairman of CSR committee