Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the seventeenth 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, 2018.

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

Results of Operations

in Rs Lakhs, except per equity share data

Your Company has adopted Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder The date of transition into Ind AS is April 1, 2016 and accordingly, these consolidated and standalone financial results have been prepared in accordance with the recognition and measurement principles in Ind AS and other accounting principles generally accepted in India. The impact of transition has been accounted for in the opening reserves and the comparative period figures have been restated accordingly.

The following are the areas which had an impact on account of transition to Ind AS:

- Employee costs pertaining to defined benefit obligations

- Discounting of certain long-term liabilities

- Share-based payments

- Fair valuation / Discounting of Financial Assets

- Reversal of rent straightlining

Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the notes to financial statements.

Business Review

Your Company has achieved consolidated income of Rs 33,553.82 Lakhs during the year under review as against Rs 29,292.95 Lakhs during the previous financial year a growth of 14.5% year on year. The operating expenses stood at Rs 25,785.10 Lakhs during the year as against Rs 23,397.91 Lakhs of the previous year, representing an increase of 10.2%. The Earnings before Interest, Tax and Depreciation (EBITDA) for the year was at Rs. 7,768.72 Lakhs as against Rs. 5,895.04 Lakhs for the previous year, a growth of 31.8%. The Profit before Tax and Exceptional item for the year was at Rs. 7,293.33 Lakhs as against Rs 4,735.28 Lakhs of the previous year, representing a growth of 54.0%. The Company’s consolidated Net Profit (PAT) for the year was at Rs. 7,386.26 Lakhs, a growth of 71.9%, against the previous year. The net profit for the year includes the one time receipt of Rs 1,281.92 Lakhs from Mr Murugavel Janakiraman, Managing Director of the Company towards the obligation he had as per the terms of the agreement with the defendants of a legal suit in USA.

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

Matchmaking

Profile registration in Matchmaking segment recorded a growth of 15.8% year on year. The revenue for the current year was at Rs. 31,907.93 Lakhs as against Rs. 28,076.35 Lakhs for the previous year, resulting in a growth of 13.6%. The matchmaking EBITDA for the year grew by 28.2% to reach Rs.10,437.75 Lakhs as against Rs. 8,138.92 Lakhs of the previous year. The EBITDA margin enhanced for the year and was at 32.7% as against 29.0% of the previous year.

Marriage Services

The Marriage Services Revenue for the year was at Rs. 1636.56 Lakhs as against Rs. 1205.56 Lakhs of the previous year, resulting in a growth of 35.8%. The cash burn for the year was Rs. 1684.56 Lakhs as compared to Rs. 1217.66 Lakhs of the previous year. During the last quarter of the financial year your Company launched matrimonymandap vertical. This segment is in very nascent stage and is expected to incur cash loss till a material size is attained.

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 annual Report.

Management Discussion and Analysis Report

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

Liquidity

Your Company, posts the completion of the public issue of equity shares, has repaid the Working Capital facility and is debt free. As on March 31, 2018, on a consolidated basis, we had liquid assets (includes cash and cash equivalents and investments) of Rs. 1 7,149.70 Lakhs, as against Rs. 5,801.21 Lakhs at the end of previous year. The details of these investments are disclosed under the ‘non-current and current investments’ section in the standalone and consolidated financial statements in this Annual Report.

Future Outlook

Your Company being the leader in the matchmaking space believes the growth prospect is high as the Country has large unmarried population spread across the Globe. Also with the increasing internet and mobile penetration in India, cultural receptivity to arranged marriages and increased freedom of choice over life decisions, the growth opportunity is large. 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, process improvements and invest in brand.

Dividend

Your Company has been consistent in generating operating cash flow over the years. The Board had reviewed the dividend policy of the Company in its meeting held on February 1, 2017 and the dividend policy indicates that the Company endeavors to maintain a 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. In line with the policy the Board has recommended a maiden final dividend of Rs 1.50 per equity share in its meeting held on May 3, 2018 subject to approval by the shareholders at the ensuing annual general Meeting. The total dividend pay-out including the Dividend Distribution tax for the current year is Rs 410.92 Lakhs.

Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Significant Events

Your Company has completed the Initial Public Offer (IPO) of 5,102,151 equity shares of Rs. 5 each at an issue price of Rs. 985 per share consisting of fresh issue of 1,334,897 equity shares and an offer for sale of 3,767,254 equity shares by selling shareholders. The equity shares of the Company were listed on BSE Limited (“BSE”] and National Stock Exchange of India Limited (“NSE”) with effect from September 21, 2017. Paid up capital of the Company post the listing and ESOP allotment is at 2,27,10,911 equity shares of Rs 5 each.

Shares

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

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

Bonus Shares

The Company has not issued any Bonus Shares during the year under review Employees Stock Option Scheme

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

i) Options movement during the year

ii) Employee wise details of options granted to

The Employee Stock Option Scheme 2014 is in compliance with SEBI (Share based Employee Benefits] Regulations 2014. The scheme was subject to certain amendments during the year for better administration of the scheme. 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/annual_ report/Disclosure under SEBI Regulations 2018. php

The Company has received a Certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolution passed by the members. The Certificate would be placed at the Annual General Meeting for inspection by members.

Board of Directors

During the year under review, the Nominee Directors Shri. Vishal Vijay Gupta, Shri. Avneet Singh Kochar and Shri. Nikhil N Khattau resigned from the Board. Smt. Deepa Murugavel, Non-Executive Director retires at this Annual General Meeting and being eligible offer herself for reelection.

Shri. C. K Ranganathan, Independent Director resigned as Chairman of the Company during the year and continues to be an Independent Director on the Board. Shri. Murugavel J, Promoter and Managing Director has been appointed as Chairman of the Company.

Number of Board Meetings Conducted During the Year Under Review

The Company had 9 Board meetings during the financial year under review and a meeting of the Independent Directors was held on 21/03/2018.

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.

Policy on Director’s appointment and remuneration policy of the Company

The Nomination and Remuneration Policy is to ensure that the level and composition of remuneration is reasonable. The relationship of remuneration to performance is clear and appropriate to the long term goals of the Company. The said policy is available in the Company’s website at the following link https://www.matrimony.com/investors/policies/remuneration-policy.pdf.

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:

# includes 1 share held by Shri. Murugavel J - Chairman & Managing Director on behalf of the Company

* includes 100 shares held by Shri. Murugavel J - Chairman & Managing Director 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. 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

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 an 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 its subsidiary.

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 Ends of the Financial Year to which this Financial Statement Relate and the Date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and 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 on the Balance Sheet date.

Details of Subsidiaries

Your Company has five wholly owned subsidiaries, of which Sys India P Ltd and Consim Info USA Inc are active whereas Community Matrimony P Ltd, Tambulya Online Marketplace P Ltd and Matchify Services P Ltd are dormant. Efforts are on, for these dormant Companies, to file an application under Section 248 (2) for removing the name of the Company from the Registrar of Companies. The details of financial performance of Subsidiary / Joint Venture / Associate Company is furnished in Annexure D and attached to this report.

Human Resources Management

Your Company having a pan India presence employs around 4300 associates to accomplish the purpose of the Company “HAPPY MARRIAGES”. We have unleashed the power of inclusion by our geographical spread to cater to various Indian communities across the globe. Gender equity is our strength, as 50% of our associates are women, with an average age of our associates being 27 years. Internal Employee Satisfaction Survey conducted during the year revealed a high score reflecting your Company to be an Employer of Choice. Focus will be on in the coming years to undertake Career Development Program wherein competency gaps of select individual employees will be identified. Individual Development Plans (IDPs] will be drawn up, based on the gaps identified.

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 which are entered into with the wholly owned subsidiaries pursuant to an agreement with them for a minimum period of three years. The Company has not entered into any related party transactions other than with the 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 contracts or arrangements entered into with Related Parties 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.

Social Commitment

The Company’s philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education, environmental sustainability and healthcare as the core focus areas. 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 which is also available on the Company’s website at the following link: https://www.matrimony.com/investors/policies/Corporate-Social-Responsibility-Policy.pdf.

The Company has also constituted a Corporate Social Responsibility (CSR] Committee of the Board during the current year. This Committee will identify and oversee implementation of the CSR activities of the Company from the current year onwards.

Though the CSR is not applicable to your Company in the current financial year, on a voluntary basis the Company has contributed Rs. 7.01 Lakhs for the social development.

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.

Statutory Auditors

M/s. S.R.Batliboi and Associates LLP, Chartered Accountants, Chennai were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30^th September 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

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.

Disclosure of Composition of Audit Committee and Providing Vigil Mechanism

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

Shri. Milind S Sarwate Shri. George Zacharias Shri. C K Ranganathan

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.

During the financial year 2017-18, there were 8 complaints on sexual harassment and appropriate action was taken after investigation. There were no complaints pending to be redressed at the end of the year.

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 annexed herewith as ANNEXURE F and the same is also available in the website of the Company.

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 protection of their interests. Your Company endeavors to meet the growing aspirations of all stake holders 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 as ANNEXURE G and forming part of this report.

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

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

Internal Control Systems

Internal control systems in the organisation are looked at as the 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.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5] of the Companies Act, 2013 the Board hereby submit 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] the Directors 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] the Directors 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] the Directors have prepared the annual accounts on a going concern basis;

e] the Directors have laid down adequate Internal Financial Controls to be followed by the company and that such Internal Financial Controls were operating effectively during the financial year ended 31^st March 2018; and

f] the Directors 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 Companies 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 J

Date: May 3, 2018 Chairman & Managing Director