Matrimony.com Ltd

Dear Shareholders,

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

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

RESULTS OF OPERATIONS in Lakhs, except per equity share data

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

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

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

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

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

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.

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

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

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

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

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.

There are no significant events during the year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

* Includes shares held by Shri. Murugavel Janakiraman on behalf of the Company # There are no loans and guarantee that are outstanding as at March 31, 2025

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

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

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

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

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

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

5. Use of energy efficient assets

6. Discarding e-waste responsibly.

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

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

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.

The details of the Foreign Exchange earnings and outgo are given below a) Earnings in Foreign Currency

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.

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 Company complies with all applicable secretarial standards

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.

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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

*Member of the Committee upto January 8, 2025

#Member of the Committee from January 8, 2025

III) In accordance with the requirements of the CSR provisions in the Companies Act, 2013, the Company has put in place a CSR policy incorporating the requirements therein. The web link where the composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company which is also available on the Company's website at the following link: https://www.matrimony.com/sites/default/files/newsroom-assets/2022-12/Corporate-Social-Responsibility-Policy.pdf https://www.matrimony.com/investors/investor-reports?search=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): 6,028 Lakhs

b) Two percent of the average net profit of the company as per section 135(5): 124.16 Lakhs c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil d) Amount required to be set off for the financial year, if any: 24 Lakhs e) Total CSR obligation for the financial year (b- d): 100.16 Lakhs VII) a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 102 Lakhs b) Amount spent on Administrative Overheads: NIL

c) Amount spent on Impact Assessment, if applicable: NIL d) Total amount spent for the Financial Year (a+b+c)): 102 lakhs

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

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

IX) Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the

Financial Year: No

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

Not applicable

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

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 21st Annual General Meeting. They continue to serve as Statutory Auditors of the Company.

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

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

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

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

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

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.

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

Shri S. M Sundaram

Shri. Rajesh Sawhney Smt. Akila Krishnakumar

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

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

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

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

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

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 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.

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.

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

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.

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.

1. The ratio of the of each director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Executive Off Chief Financial Officer and Company Secretary in the financial year:

The median remuneration of employees of the Company was 2,81,623

* The increase for Executive Directors, Chief Financial Officer and Company Secretary is calculated on the difference in the cost to the company for both the years. Non Executive Directors are paid Sitting fees and commission.

3. The percentage increase in the median remuneration of employees in the financial year: 10%

4. The number of permanent employees on the rolls of Company: 2754

5. Average percentile increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average increase in remuneration is 4% for employees other than managerial personnel, after accounting for promotions and other event-based compensation revisions and 1% for Managerial Personnel.

6. Affirmation that the remuneration is as per the remuneration policy of the Company

# Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees ;

*Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s.MATRIMONY.COM LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided to us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of M/s.MATRIMONY.COM LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. MATRIMONY. COM LIMITED (“the Company”) for the financial year ended on 31stMarch 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments from time to time;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period).

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period).

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period).

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and amendments from time to time;

(i) Trade Marks Act, 1999 (ii) Shops and Establishment Act, 1947 (iii) The Information Technology Act, 2000

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments from to time.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Director. There is change in the of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent to at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member's views, if any are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, during the audit period,

The Company has issued and allotted the following equity shares pursuant to exercise of options granted under Employee Stock Option scheme 2014

The Company has completed the Buyback of 7,02,439 equity shares on November 12, 2024.

This report is to be read with our letter of even date vide Annexure-1 that forms part of this report.

MATRIMONY.COM LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. Due to inherent limitations of an audit including internal, financial, and operating controls, there is unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under the third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Matrimony.com Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during the financial year 2024-25.

2. Details of contracts or arrangements or transactions on an Arm's length basis.