The Board of Directors of your Company takes pleasure in presenting the Twenty Fifth 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, 2026.
The results of operations for the year under review are given below:
RESULTS OF OPERATIONS
in ' Lakhs, except per equity share data
| |
|
Consolidated
|
Standalone
|
| |
|
FY 2026
|
FY 2025
|
FY 2026
|
FY 2025
|
|
1.
|
Net Revenue
|
45,999
|
45,584
|
45,165
|
44,700
|
|
2.
|
Other Income
|
92
|
549
|
105
|
557
|
|
3.
|
Total income (1 2)
|
46,091
|
46,133
|
45,270
|
45,257
|
|
Expenditure:
|
|
|
|
|
|
a) Employee Benefit Expenses
|
15,234
|
14,156
|
15,030
|
13,966
|
|
b) Advertisement and Business Promotion Expenses
|
18,421
|
18,842
|
18,442
|
18,861
|
|
c) Other Expenses (Infrastructure /Communication/ Administration Expenses)
|
7,187
|
6,759
|
7,251
|
6,696
|
|
4.
|
Total expenditure
|
40,842
|
39,757
|
40,723
|
39,523
|
|
5.
|
EBITDA(3-4)
|
5,249
|
6,376
|
4,547
|
5,734
|
|
6.
|
Depreciation/Amortisation
|
2,699
|
2,926
|
2,620
|
2,825
|
|
7.
|
Finance Cost
|
465
|
480
|
462
|
479
|
|
8.
|
Finance Income
|
2,278
|
2,824
|
2,749
|
3,296
|
|
9.
|
Profit before tax and share of profit / (loss) from associate (5-6-7 8)
|
4,363
|
5,794
|
4,214
|
5,726
|
|
10.
|
Share of loss from associate
|
(33)
|
(12)
|
-
|
-
|
|
11.
|
Net Profit before tax (9-10)
|
4,330
|
5,782
|
4,214
|
5,726
|
|
12.
|
Tax Expense
|
913
|
1,254
|
880
|
1,233
|
|
13.
|
Net Profit after tax (11-12)
|
3,417
|
4,528
|
3,334
|
4,493
|
|
14.
|
Other Comprehensive Income- Net of Tax
|
49
|
(40)
|
(14)
|
(31)
|
|
15.
|
Total Comprehensive Income (13 14)
|
3,466
|
4,488
|
3,320
|
4,462
|
|
16.
|
Retained Earnings (Opening Balance)
|
22,683
|
24,012
|
22,799
|
24,163
|
|
17.
|
Addition to Retained Earnings
|
(3,578)
|
(1,329)
|
3,658
|
(1,364)
|
|
18.
|
Retained earnings (Closing Balance)
|
19,105
|
22,683
|
19,141
|
22,799
|
|
19.
|
EPS Basic
|
15.92
|
20.57
|
15.53
|
20.41
|
|
20.
|
EPS Diluted
|
15.92
|
20.56
|
15.53
|
20.40
|
BUSINESS REVIEW
Your Company achieved consolidated revenue of ' 45,999 Lakhs during the year under review as against ' 45,584 Lakhs during the previous financial year, an increase of 0.91% year on year. The operating expenses stood at ' 40,842 Lakhs during the year as against ' 39,757 Lakhs of the previous year, representing an increase of 2.73%. The Earnings before Interest, Tax and Depreciation (EBITDA) for the year was at ' 5,249 as against ' 6,376 Lakhs for the previous year, a decrease of 17.67%. The Profit before tax and share of profit / (loss) from associate at ' 4,363 Lakhs as against ' 5,793 Lakhs of the previous year, representing a decrease of 24.68%. The Company’s consolidated Net Profit (PAT) for the year was at ' 3,417 Lakhs as against ' 4,528 Lakhs of the previous year, a decrease of 24.54%.
Your Company has two business segments, Matchmaking & Marriage Services and considers them as the primary segment under Ind AS 108 for reporting.
Matchmaking
The Company has added 9.63 Lakhs in paid subscriptions, during the year. The revenue on a consolidated basis, for the current year was at ' 45,570 Lakhs as against ' 44,996 Lakhs for the previous year, resulting in an increase of 1.28%. The matchmaking EBITDA for the year decreased by 6.15% to reach ' 8,650 Lakhs as against ' 9,217 Lakhs of the previous year.
Marriage Services
The revenue from marriage services for the year was at ' 429 Lakhs as against ' 588 Lakhs of the previous year, resulting in a decrease of 27.04%. The EBITDA loss for the year was at ' 1,502 Lakhs as compared to the loss of ' 1,451 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, 2026, on a consolidated basis, we had liquid assets (including cash and cash equivalents and investments) of ' 30,785 Lakhs as against ' 32,435 Lakhs at the previous year end. Your Company is also debt-free as of 31st March 2026. 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 also forayed into adjacent segments to tap potential customers. MeraLuv.com is an exclusive dating app for Indian Americans, while Luv.com addresses next generation (Next-Gen) serious relationships. Focusing on the theme of 'love' before marriage, these platforms bring about key differentiators in the market while addressing the growing market potential. ManyJobs, the Company's jobs platform, has also gained meaningful momentum during the year, reaching one million registered job seekers and over 10,000 recruiters.
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, 2026 subject to approval by the shareholders at the ensuing annual general Meeting. The total dividend pay-out for the current year is ' 1,033 Lakhs signifying a pay-out ratio of 31%
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND pROTECTION FUND
Dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (“IEPF”) administered by the Central Government, as per Companies Act 2013 (“the Act”). An amount of ' 13,098 /- (Rupees Thirteen Thousand and Ninety Eight only) being unclaimed Final dividend of the Company for the financial year ended March 31, 2018 was transferred in September, 2025 to IEPF.
SIGNIFICANT EVENTS
There are no significant events during the year.
SHARES
BUYBACK OF SECURITIES
During the year, the Company bought back 8,93,129 equity shares of ' 5 each at a price of ' 655/- per share for an amount of ' 5,850 lakhs .
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
BONUS SHARES
The Company has not issued any Bonus Shares during the year under review.
EMPLOYEES STOCK OPTION SCHEME
The Employee Stock option scheme enables the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the employee stock option scheme in accordance with the applicable SEBI Regulations. The disclosure as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is as under
|
i) Options movement during the year
|
|
Sl.
No.
|
particulars
|
|
|
|
ESOS 2014
|
|
1.
|
Number of options outstanding at the beginning of the year
|
|
|
|
86,650
|
|
2.
|
Number of options granted during the year
|
|
|
|
45,000
|
|
3.
|
Number of options forfeited/lapsed during the year
|
|
|
|
14,800
|
|
4.
|
Number of options vested during the year
|
|
|
|
8,250
|
|
5.
|
Number of options exercised during the year
|
|
|
|
3,100
|
|
6.
|
Number of shares arising as a result of exercise of options
|
|
|
|
3,100
|
|
7.
|
The exercise price of options granted during the year
|
|
|
|
1. 507.20
2. 525.35
3. 546.00
4. 408.20
|
|
8.
|
Variation of terms of options
|
|
|
|
NIL
|
|
9.
|
Money realized by exercise of options ('), if scheme is implemented directly by the company
|
|
' 10,42,840
|
|
10.
|
Number of options outstanding at the end of the year
|
|
|
|
1,13,750
|
|
ii) Employee-wise details of options granted to
|
|
key Managerial personnel
|
NIL
|
|
|
|
|
Employees who received a grant in the year amounting to 5% or more of options granted during the year
|
Shri. Harish Janardhanan - 5000 options Shri. Harigovind Krishnasamy - 8500 options Smt. Saichithra Swaminathan - 10000 Options Shri. N. Vijayakumar - 7000 options Shri Rajveer Meena - 7,500 options Shri R Krishna Mohan - 7000 Options
|
|
Identified employees who were granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and conversions) of the company at the time of grant
|
Nil
|
|
|
|
The Employee Stock Option Scheme 2014 is in compliance with 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.
BOARD OF DIRECTORS
In the opinion of the Board, the independent Directors appointed by the Company possess adequate experience, expertise with integrity and standing and are independent of the management.
During the year under review, Shri Sivaramakrishnan Meenakshi Sundaram (DIN: 02137377). Independent Director was reappointed with effect from 11th March 2026 for a period of five years. Shri. Murugavel Janakiraman (DIN: 00605009) Chairman and Managing Director was re-appointed as Managing Director for a period of three years with effect from April 1, 2026. Shri. Chinnikrishnan Ranganthan (DIN: 00550501)retires at this Annual General Meeting and being eligible, offers himself for reelection
KEY MANAGERIAL PERSONNEL
During the year under review, Shri Harigovind Krishnasamy, Chief Financial Officer has been appointed as Chief Financial Officer with effect from July 8, 2025
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.
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:// img.matrimony.com/investor_doc_1329_0a72503f0c.pdf
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 8 Board meetings during the financial year under review and a separate meeting of the Independent Directors on 25/03/2026.
BOARD EVALUATION
The performance evaluation of the Board, its committees and individual Directors including independent Directors was conducted based on the criteria laid down by the Nomination and Remuneration Committee of the Company covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligation and governance.
The Board has carried out the annual performance evaluation pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, of its own performance, the individual Directors including independent Directors and its Committees based on the predetermined templates designed as a tool to facilitate evaluation process, on parameters such as level of engagement, contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.
|
particulars of loans, guarantees or investments made
The particulars of Loans, guarantees or investments made under section 186 of the Companies Act, 2013 is furnished below
|
|
Investment
|
|
Name of the Company
|
No of shares
|
Amount (in ')
|
|
Sys India Private Limited*
|
1,00,000
|
1,00,000
|
|
Consim Info USA Inc., USA
|
1,000
|
45,120
|
|
Matrimony DMCC
|
50
|
10,16,474
|
|
Astro-Vision Futuretech Private Limited
|
3,341
|
6,14,43,400
|
|
Bangladeshi Matrimony Private Limited*
|
16,51,739
|
1,44,58,400
|
|
Boatman Tech Private Limited*
|
16,692
|
9,94,95,400
|
|
* 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, 2026
|
|
|
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 including utilizing 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 responsibily.
7. Use of energy efficient mode of transport wherever possible.
The company has not made any capital investment on energy conservation equipments being less energy intensive.
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 (in ' Lakhs)
|
|
Sl
No
|
particulars
|
2025-26
|
2024-25
|
|
1
|
Income from services
|
5,309
|
5,223
|
|
2
|
Database access fees & Business License fees
|
227
|
223
|
| |
Total
|
5,536
|
5,446
|
|
b) Expenditure in Foreign Currency (in ' Lakhs)
|
|
Sl
No
|
particulars
|
2025-26
|
2024-25
|
|
1
|
Advertisement Expenses
|
419
|
193
|
|
2
|
Technical & Web hosting charges
|
140
|
96
|
|
3
|
Other Expenses
|
164
|
114
|
|
4
|
Capital expenditure (Domain acquisition)
|
-
|
8
|
|
Total
|
724
|
411
|
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 is applicable to the Company. Accordingly, the Secretarial Auditor was appointed to carry out the audit. The Audit report is attached as ANNEXURE C. The following are the observations mentioned in the secretarial audit report and the response by the management.
1. The vacancy arising from the resignation of the Chief Financial Officer (CFO) on February 17, 2025, was filled on July 8, 2025, beyond the prescribed timeline of three months in violation of Regulation 26A(2) of SEBI (LODR) Regulations, 2015.
The company has made genuine efforts to identify a suitable candidate within the prescribed timeline of three months. However, we could not complete the selection process as it took time for identifying the suitable candidate selection matching the selection criteria of the Board of Director for appointment of Key Managerial Personnel.
2. There was a delay in submission of disclosure under Regulation 30(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to orders received from GST authorities
The company needed time to verify the accuracy of the penalty amount and the grounds of the order with its tax consultants to ensure the disclosure provided to shareholders was not misleading.
3. There was a delay in submission of disclosure under Regulation 30(3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to allotment of shares pursuant to exercise of employee stock options.
The delay was purely inadvertent and unintentional due to bonafide clerical error. The Company has since strengthened its internal 'Compliance Calendar' and automated alerts to prevent recurrence. The Company has historically been regular in all its filings under Regulation 30 barring the above.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
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 2,751 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’26 journey.
Some of the initiatives we implemented as part of people practices included: great place to Work® Certification - Strengthening Our People-First Culture
Successfully certified as a Great Place to Work® for the second consecutive year, with the score improving from 74% to 80% and employee participation increasing from 93% to 95%, reflecting a stronger people-first culture driven by employee feedback and targeted workplace improvements
Strengthening Leadership Capability through the great Manager & Leadership Lab
Enhanced managerial effectiveness through the Great Manager workshops and Leadership Lab sessions, equipping leaders with practical skills in coaching, execution excellence, growth mindset, and influencing to build empowered, high-performing teams.
Driving a Culture of Respect - A Pan-India Movement
Launched a company-wide Respect Code supported by awareness campaigns, videos, and e-learning to embed respectful behaviours across the organization, resulting in a 7% improvement in the Respect dimension of the GPTW survey.
Building Future Leaders through a Layered Development Framework
Strengthened a structured leadership pipeline through LEAP (Leadership Enhancement & Acceleration Program), Mindful Managers Program (MMP), and Emerging Leaders Program (ELP 2.0). During the year, 120 employees participated in LEAP, 13 in MMP, and 16 in ELP, reflecting a strong commitment to developing leadership capability across levels.
Empower Her - Strengthening the Women Leadership Pipeline
Continued the Empower Her initiative to develop women leaders through a six-module programme, capstone projects, mentoring, and recognition, strengthening the organization's women leadership pipeline and promoting inclusivity.
Career Pathing & Transition Programs - Enabling Growth and Mobility
Introduced structured career mobility initiatives including the Mezzanine Leadership Program and TME to RM Transition Program, enabling both vertical growth and lateral career movement while improving retention and talent readiness.
EDGE (Engage, Develop, Grow & Empower) - Driving Engagement, Growth and Empowerment
Implemented the EDGE framework to strengthen employee engagement, internal mobility, career development, and onboarding. Key highlights include monthly engagement initiatives reaching 845 employees, 56 internal role movements (including 21 firsttime managers), Career Clinics, and Role & Goal Clarity sessions.
HR Mitra & Tiered Support Model - Transforming HR Service Delivery
Launched HR Mitra, an Al-enabled HR chatbot, alongside a Tiered Support Model (T0-T3) to provide faster, scalable, and employee-centric HR services covering policy, attendance, leave, and specialist support.
Matrimorphosis & Grad2Hire - Building Future Talent at Scale
Expanded CSR-led talent development through Matrimorphosis and Grad2Hire, engaging over 7,700 students across engineering and arts institutions and providing structured training, internships, and employment opportunities, while building a future-ready talent pipeline.
Strengthening Leadership Capability for Future growth
Strengthened the senior leadership team by appointing seven experienced leaders across business and corporate functions, adding 150 years of combined experience to accelerate innovation, operational excellence, customer experience, financial discipline, and long-term strategic growth.
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 are additionally maintaining the Elliot’s Beach pedestrian walkway which was provided by the Greater Chennai Corporation (GCC) apart from other initiatives. The employees of the Company participated on beach /Park cleaning initiative PAN India during October 2025. The initiatives include Besant nagar beach maintenence and maintainence of park. This includes the park stretch below the space between Kasturibai Nagar and Thiruvanmiyur elevated MRTS railway stations and at below Puzhuthivakkam railway station. Additionally, we maintain miyawaki forest and green spaces in chennai. We have also partnered with ISHA on Cauvery calling towards plantation of 25,000 trees in Chenglepet district.
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 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 except payment of remuneration in the capacity of Director/employee, 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 31st
March 2026 is given below
|
Sl.
No.
|
Name of the Director
|
position
|
Number of meetings of CSR Committee held during the year
|
Number of meetings of CSR Committee attended during the year
|
|
1.
|
Shri Murugavel Janakiraman - Managing Director
|
Chairman
|
3
|
3
|
|
2.
|
Smt Deepa Murugavel- Non Executive Director
|
Member
|
3
|
3
|
|
3.
|
Smt. Akila Krishnakumar - Independent Director
|
Member
|
3
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3
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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://img.matrimony.com/investor_doc_1323_9ee7d67ff8.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%20composition 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
IV) 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
V) a) Average net profit of the Company as per Section 135 (5): ' 5,651 Lakhs
b) Two percent of the average net profit of the company as per section 135(5): ' 113.01 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: ' 2.10 Lakhs
e) Total CSR obligation for the financial year (b- d): '110.92 Lakhs
VI) a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ' 111.04 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)): ' 111.04 Lakhs
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e)
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CSR amount spent or unspent for the financial year:
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Total Amount Amount Unspent (in ' Lakhs)
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Spent for the Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule Financial Year. Account as per section 135(6). VII as per second proviso to section 135(5).
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V" 1 ' Lamio/
Amount. Date of transfer. Name of the Fund Amount.
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Date of transfer.
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111.04 - - - -
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-
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f)
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Excess amount for set off, if any
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Sl.
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Name of the Director
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Amount
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No.
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(in ' Lakhs)
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(i)
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Two percent of average net profit of the company as per section 135(5)
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113.01
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(ii)
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Total amount spent for the Financial Year
"(including carried forwarded of excess spent of Rs 2.10 lakhs from FY 2024-25)
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113.14
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(iii)
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Excess amount spent for the financial year [(ii)-(i)]
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0.13
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(iv)
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Surplus arising out of the CSR projects or programmes or activities of the previous financial years,
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if any -
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(v)
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Amount available for set off in succeeding financial years [(iii)-(iv)]
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0.13
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VII) (a) Details of Unspent CSR amount for the preceding three financial years: NIL
VIII) Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No
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 the CSR policy are in compliance with the 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 21st Annual General Meeting. They continue to serve as Statutory Auditors of the Company.
SECRETARIAL AUDITOR
Based on the recommendation of the Board in its meeting held on May 16, 2025, V Suresh Associates., Company Secretaries (Firm registration no: P2016TN053700), was appointed by the Shareholders in Annual General meeting held on August 13, 2026, 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 .
AUDIT REPORTS
The Auditors’ Report for fiscal 2025 does not contain any qualification, reservation, disclaimer, or adverse remark. The report is enclosed with the financial statements in this Annual Report.
The Auditor’s Certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for fiscal 2026 is enclosed as Annexure B to the Corporate Governance Report, which forms part of this Board’s report. Following is the observation by the Auditor
1. The vacancy arising from the resignation of the Chief Financial Officer (CFO) on February 17, 2025, was filled on July 8, 2025, beyond the prescribed timeline of three months in violation of Regulation 26A(2) of SEBI (LODR) Regulations, 2015.
The company has made genuine efforts to identify a suitable candidate within the prescribed timeline of three months. However, we could not complete the selection process as it took time for identifying the suitable candidate selection matching the selection criteria of the Board of Directors for appointment of Key Managerial Personnel.
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. 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.
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 2025-26, there were 6 complaints on sexual harassment and appropriate action was taken after the investigation. All the 6 complaints were disposed off and no complaint was pending for more than 90 days. 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=financial_fillings&cat=Extract%20of%20annual%20return
DETAILS OF Significant AND MATERIAL ORDERS
No significant and material orders were passed by the regulators, courts or tribunals impacting the going concern status and future operation of the Company.
DISCLOSURE UNDER SUB RULE 5(XI) & (XII) OF RULE 8 OF COMpANIES (ACCOUNTS) RULES, 2014
The Company has neither made any application nor any proceeding 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.
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.
Compliance to the provisions relating to the Maternity Benefits Act, 1961
The company has complied with the provisions relating to the Maternity Benefits Act, 1961.
DIRECTORS RESpONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going-concern basis;
(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
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