Matrimony com : Buyback - others

July 14, 2022		orate Relationship Department
	National Stock Exchange of India Ltd
	Exchange Plaza, 5th Floor	BSE Lt .,	owers
	Plot No: C/1, G Block	Phiroze Jeejhee
	Sandra Kurla Complex, Sandra (E)	Dalal Street, Mumbai - 4
	Mumbai - 400 051

Dear Sir/Madam,

Sub: Updates regarding offer to Buyback not exceeding 6,52,173 fully paid equity shares of the face value of Rs. 5/- each at a price of Rs. 1,150/- per equity share on a proportionate basis through the tender offer process using Stock Exchange Mechanism ("BuyBack")

This is to inform you that Matrimony.com Limited (the "Company") has received final observation from the Securities and Exchange Board of India (SEBI) vide its letter no. SEBI/HO/CFD/DCR2/VT/OW/28248/1 dated July 12, 2022, on the Draft Letter of Offer for the Buyback dated June 30, 2022.

In accordance with the SEBI (Buy back of securities) Regulations, 1998, the Company will dispatch the Letter of Offer for the Buyback to eligible shareholders holding Equity Shares on the record date i.e July 4, 2022.

We are enclosing herewith copy of the Letter of Offer in relation to the Buyback. The Letter of Offer will also be available on the website of the Company at www.matrimony.com.

The Buyback offer period will open on Tuesday, July 26, 2022 and will close on Monday, August 8, 2022. For further information on the timeline, please refer to the Schedule of activities of the Buyback given in the Letter of Offer.

It is requested to take note of the same and acknowledge receipt of this intimation.

Thanking you

Yours faithfully,

For Matrimony.com Limited

S�nd

Company Secretary & Compliance Officer

ACS: 18951

No.94, TVH Beliciaa Towers, Tower II, 5th Floor,

MRC Nagar, Raja Annamalaipuram

Chennai - 600028

Corporate & Registered Office :

No. 94 TVH

Beliciaa

matrimony.com ltd. ( CIN: L63090TN2001PLC047432) Towers, Tower 2, 5th Floor, MRC Nagar, Raja Annamalai Puram, Phone: 044 - 4900 1919, 044 - 3095 3095

Chennai, Tamil.

Nadu -

600

.

028.

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer is being sent to you as a registered Equity Shareholder (as defined hereinafter) of Matrimony.com Limited (the "Company") as on the Record Date (as defined hereinafter) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "SEBI Buyback Regulations"). If you require any clarifications about the action to be taken, you should consult your stockbroker or your investment consultant or the Manager to the Buyback i.e. Motilal Oswal Investment Advisors Limited or the Registrar to the Buyback i.e. KFin Technologies Limited (formerly known as "KFin Technologies Private Limited"). Please refer to the section on "Definitions of Key Terms" for the definition of the capitalized terms used herein.

Matrimony.com Limited

Registered & Corporate Office: No. 94, TVH Beliciaa Towers, Tower II, 5th Floor, MRC Nagar, Raja Annamalaipuram,

Chennai - 600028 India

Tel. No.: [phone] | Website: www.matrimony.com

Corporate Identification Number (CIN): L63090TN2001PLC047432

Contact Person: Mr. Vijayanand Sankar, Company Secretary and Compliance Officer

E-mail: [e-mail]

OFFER FOR BUYBACK OF UPTO 6,52,173 (SIX LAKH FIFTY TWO THOUSAND ONE HUNDRED AND SEVENTY THREE ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹5/- EACH ("EQUITY SHARES") OF MATRIMONY.COM LIMITED (THE "BUYBACK"), REPRESENTING 2.85% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, AS ON MARCH 31, 2022, FROM ALL THE EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS OF THE FULLY PAID-UP EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE I.E. JULY 4, 2022 ("RECORD DATE"), ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" ROUTE USING THE STOCK EXCHANGE MECHANISM, AT A PRICE OF ₹ 1,150/- (RUPEES ONE THOUSAND ONE HUNDRED AND FIFTY ONLY) PER EQUITY SHARE (THE "BUYBACK PRICE"), PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT EXCEEDING ₹ 750 MILLION (RUPEES SEVEN HUNDRED AND FIFTY MILLION ONLY), EXCLUDING TRANSACTION COSTS (THE "BUYBACK SIZE"). AS REQUIRED UNDER THE SEBI BUYBACK REGULATIONS, EQUITY SHARES TO BE BOUGHT BACK ARE DIVIDED INTO TWO CATEGORIES: (I) RESERVED CATEGORY FOR SMALL SHAREHOLDERS (AS DEFINED HEREINAFTER); AND (II) GENERAL CATEGORY FOR ALL OTHER ELIGIBLE SHAREHOLDERS

1. The Buyback is in accordance with Article 16 of the Articles of Association of the Company and Sections 68, 69 70, 110 and all other applicable provisions of the Companies Act, 2013, (the "Act"), and applicable rules made thereunder including the Companies (Share Capital and Debentures) Rules, 2014, ("Share Capital Rules"), Companies (Management and Administration) Rules, 2014, as amended, to the extent applicable, in compliance with the SEBI Buyback Regulations read with the SEBI Circulars and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and including any amendments, statutory modifications or re- enactments thereof, for the time being in force and subject to such other approvals, permissions, consents, exemptions and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, consents, exemptions and sanctions as may be required from time to time from any statutory and/ or regulatory authorities including but not limited to Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, Registrar of Companies, Reserve Bank of India, etc.
2. The Buyback Size is 24.24% and 24.36% of the aggregate paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone and consolidated financial statements of the Company as on March 31, 2022 respectively (the latest audited standalone and consolidated financial statements available for the financial year as on the date of the Board meeting approving the proposal of the Buyback, held on May 12, 2022) and is within the statutory limits of 25% of the total paid-up equity share capital and free reserves (including securities premium account) as per the latest audited standalone and consolidated financial statements of the Company for financial year ended March 31, 2022. The Equity Shares proposed to be bought back represent 2.85% of the total number of Equity Shares in the total paid-up Equity Share capital of the Company, as on March 31, 2022.
3. TheLetter of Offer will be sent to the Equity Shareholder(s)/ Beneficial Owner(s) holdingEquity Sharesof the Company ason theRecord Date i.e. Monday, July 4, 2022.
4. The procedure for tendering Equity Shares and settlement is set out in Clause 20 (Procedure for Tender Offer and Settlement) on page 30 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the "Tender Form") alongwith share transfer form ("Form SH-4") is enclosed together with this Letter of Offer.
5. The procedure for Acceptance is set out in Clause 19 (Process and Methodology for the Buyback) on page 27 of this Letter of Offer. The payment of consideration is in cash to the Eligible Shareholders. For further details on mode of payment of consideration to the Eligible Shareholders, please refer to Clause 20 (Procedure for Tender Offer and Settlement) on page 30 of this Letter of Offer.
6. Equity Shareholders areadvisedto refer to Clause 17 (Details of the Statutory Approvals) andClause21 (Note on Taxation) onpages 26 and 38 respectively of this Letter of Offer, before tendering their Equity Shares in the Buyback.
7. A copy of the Public Announcement dated June 22, 2022, published on June 23, 2022, the Draft Letter of Offer and the Letter of Offer (including the Tender Form and Form No. SH-4) shall also be available on the website of the Company- www.matrimony.comand is expected to be available on the website of Securities and Exchange Board of India- www.sebi.gov.in.Further the Letter of Offer is expected to be available on the websites of NSE (www.nseindia.com), BSE (www.bseindia.com) and Registrar to the Buyback (www.kfintech.com).

MANAGER TO THE BUYBACK		REGISTRAR TO THE BUYBACK
Motilal Oswal Investment Advisors Limited	KFin Technologies Limited (formerly known as "KFin Technologies Private Ltd")
Motilal Oswal Tower, Rahimtullah Sayani Road, Opposite Parel ST	Selenium Tower B, Plot 31-32, Financial District,
Depot, Prabhadevi, Mumbai- 400 025, Maharashtra, India	Nanakramguda, Serilingampally, Hyderabad - 500 032
Tel. No.: [phone]		Tel No.: [phone] | Toll free No.: 18003094001
Email: [e-mail]	Email: [e-mail]
Investor Grievance E-mail:[e-mail]	Website:www.kfintech.com
Website: www.motilaloswalgroup.com		Investor Grievance Email: [e-mail]
Contact person: Kirti Kanoria/Ritu Sharma	Contact Person: Mr. Murali Krishna
SEBI Registration No.: INM000011005		SEBI Registration No.: INR000000221
CIN: U67190MH2006PLC160583		CIN: U72400TG2017PLC117649
BUYBACK OPENS ON:		TUESDAY, JULY 26, 2022	BUYBACK CLOSES ON:	MONDAY, AUGUST 8, 2022

LAST DATE/ TIME OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE

REGISTRAR TO THE BUYBACK: MONDAY, AUGUST 8, 2022 by 5.00 PM IST

Contents

1.		SCHEDULE OF ACTIVITIES ...........................................................................................................................................................	3
2.	DEFINITION OF KEY TERMS ........................................................................................................................................................	3
3.		DISCLAIMER CLAUSE ..................................................................................................................................................................	6
4.	TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS ..............................................................	7
5.	DETAILS OF THE PUBLIC ANNOUNCEMENT .............................................................................................................................	12
6.	DETAILS OF THE BUYBACK........................................................................................................................................................	12
7.	AUTHORITY FOR THE BUYBACK................................................................................................................................................	14
8.	NECESSITY FOR THE BUYBACK..................................................................................................................................................	14
9.	MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUYBACK ON THE COMPANY...............................	14
10.	BASIS OF CALCULATING THE BUYBACK PRICE......................................................................................................................	15
11.	SOURCES OF FUNDS FOR THE BUYBACK..............................................................................................................................	16
12.	DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN..................................................................	16
13.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .........................................................................................................	16
14.	BRIEF INFORMATION OF THE COMPANY.............................................................................................................................	18
15.	FINANCIAL INFORMATION ABOUT THE COMPANY .............................................................................................................	23
16.	STOCK MARKET DATA ..........................................................................................................................................................	25
17.	DETAILS OF THE STATUTORY APPROVALS ...........................................................................................................................	26
18.	DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES .......................................................................	26
19.	PROCESS AND METHODOLOGY FOR THE BUYBACK ............................................................................................................	27
20.	PROCEDURE FOR TENDER OFFER AND SETTLEMENT ..........................................................................................................	30
21.	NOTE ON TAXATION ............................................................................................................................................................	38
22.	DECLARATION BY THE BOARD OF DIRECTORS .....................................................................................................................	40
23.	AUDITOR'S CERTIFICATE ......................................................................................................................................................	40
24.	DOCUMENTS FOR INSPECTION............................................................................................................................................	43
25.	DETAILS OF THE COMPLIANCE OFFICER ..............................................................................................................................	44
26.	DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS/ BENEFICIAL OWNERS.......................................	44
27.	DETAILS OF INVESTOR SERVICE CENTRE..............................................................................................................................	45
28.	DETAILS OF THE MANAGER TO THE BUYBACK.....................................................................................................................	45
29.	DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THIS LETTER OF OFFER...........	45
30.	ENCLOSURES: OFFER FORM.................................................................................................................................................	45

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1. SCHEDULE OF ACTIVITIES

	Activity			Schedule of activities
			Date			Day
	Date of the Board meeting to approve the proposal for Buyback of Equity Shares		May 12, 2022			Thursday
	Date of declaration of results of the postal ballot for special resolution by the Equity		June 21, 2022			Tuesday
	Shareholders, approving the Buyback
	Date of Public Announcement for the Buyback		June 22, 2022			Wednesday
	Date of publication of Public Announcement for the Buyback		June 23, 2022			Thursday
	Record Date for determining the Buyback Entitlement and the names of Eligible		July 4, 2022			Monday
	Shareholders
	Buyback opens on/ date of opening of Buyback		July 26, 2022			Tuesday
	Buyback closes on/ date of closing of Buyback		August 8, 2022			Monday
	Last date of receipt of completed Tender Forms and other specified documents including		August 8, 2022			Monday
	physical share certificates by the Registrar to the Buyback
	Last date of verification of Tender Forms by the Registrar to the Buyback		August 8, 2022			Monday
	Last date of intimation to the Designated Stock Exchange regarding Acceptance or non‐		August 19, 2022			Friday
	acceptance of tendered Equity Shares
	Last date of settlement of bids on the Designated Stock Exchange		August 22, 2022			Monday
	Last date of dispatch of share certificate(s) by the Registrar to the Buyback/ unblocking/
	return of unaccepted demat Equity Shares by Designated Stock Exchange to Seller Member/		August 22, 2022			Monday
	Eligible Shareholders
	Last date for payment of consideration to Eligible Shareholders who participated in the		August 22, 2022			Monday
	Buyback
	Last date of extinguishment of Equity Shares bought back		August 26, 2022			Friday

Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

2. DEFINITION OF KEY TERMS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified otherwise, shall have the meaning provided below. References to any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder.

		Term			Description
		Acceptance / Accept /			Acceptance of Equity Shares tendered by Eligible Shareholders in the Buyback Offer.
		Accepted
		Acquisition Window			The facility for acquisition of Equity Shares through mechanism provided by the Designated Stock
				Exchange in the form of a separate window in accordance with the SEBI Circulars.
		Act or Companies Act			The Companies Act, 2013, as amended including the rules and regulations made thereunder.
		Additional Equity Shares			Additional Equity Shares tendered by an Eligible Shareholder over and above the Buyback
				Entitlement of such Eligible Shareholders not exceeding the Equity Shares held by such Eligible
		or Additional Shares
				Shareholder as on the Record Date.
		Articles / AOA/ Articles			Articles of Association of the Company, as amended from time to time
		of Association
		Board or Board of			Board of Directors of the Company (which term shall, unless repugnant to the context or meaning
		Directors			thereof, be deemed to include a duly authorized 'Committee' thereof).
		Board Meeting			Meeting of the Board of Directors of the Company held on May 12, 2022 approving the Buyback.
		BOI			Body of Individuals
		BSE			BSE Limited
					Offer for buy back of up to 6,52,173 (Six Lakh Fifty Two Thousand One Hundred and Seventy Three
		Buyback /Buyback			Only) Equity Shares at a price of ₹ 1,150 (Rupees One Thousand One Hundred and Fifty only) per
				Equity Share, payable in cash, from the Eligible Shareholders on a proportionate basis through the
		Offer/ Offer
				Tender Offer route in terms of the SEBI Buyback Regulations read with SEBI Circulars for an
					aggregate amount of up to ₹ 750 million (Rupees Seven Hundred and Fifty Million Only).
		Buyback Closing Date			Monday, August 8, 2022 being the last date up to which the tendering of Equity Shares by Eligible
				Shareholders will be allowed.
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	Term			Description
				The Buy Back Committee of the Board is constituted and authorized for the purposes of the Buy
	Buyback Committee			Back by a resolution passed by the Board at its meeting held on May 12, 2022. The Buyback
	/ Share Buyback			Committee comprises of Mr. Murugavel Janakiraman, Chairman & Managing Director, Mr. Milind
	Committee / Committee			Shripad Sarwate - Non-Executive & Independent Director and Mr. Sivaramakrishnan Meenakshi
				Sundaram - Non Executive & Independent Director.
	Buyback Opening Date			Tuesday, July 26, 2022, being the date from which the tendering of Equity Shares by Eligible
			Shareholders will be allowed.
	Buyback Entitlement/			The number of Equity Shares that an Eligible Shareholder is entitled to tender in the Buyback, based
			on the number of Equity Shares held by such Eligible Shareholder, on the Record Date and the ratio
	Entitlement
			/ percentage of Buyback applicable to such Shareholder.
				The period between the date of declaration of results of the postal ballot for special resolution
	Buyback Period			authorizing the Buyback of the Equity Shares of the Company, till the date on which the payment
				of consideration to Eligible Shareholders who have accepted the Buyback offer will be made.
	Buyback Price or Offer			Price at which Equity Shares will be bought back from the Eligible Shareholders i.e. ₹ 1,150/-
	Price			(Rupees One Thousand One Hundred and Fifty Only) per Equity Share, payable in cash.
				Number of Equity Shares proposed to be bought back i.e. upto 6,52,173 (Six Lakh Fifty Two
				Thousand One Hundred and Seventy Three Only) fully paid-up Equity Shares multiplied by the
	Buyback Size/ Offer Size			Buyback Price i.e. a price of ₹ 1,150/- (Rupees One Thousand One Hundred and Fifty Only) per
				Equity Share aggregating upto ₹ 750 million (Rupees Seven Hundred and Fifty Million Only). The
				Buyback Size excludes Transaction Costs.
	Buyback Regulations/			The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 including any
	SEBI Buyback			amendments, statutory modifications or re-enactments thereof, for the time being in force and the
	Regulations			SEBI Circulars.
	CDSL			Central Depository Services (India) Limited
	Clearing Corporation			Indian Clearing Corporation Limited
	Companies Act or Act			Companies Act, 2013, as amended and applicable rules thereunder.
	"Company" or "Our
	Company" or "we" or			Matrimony.com Limited, unless the context states otherwise.
	"us" or "our"
	Company's Broker			Motilal Oswal Financial Services Limited
	Company's Demat			A demat account of the Company wherein demat shares bought back in the Buyback would be
	Account			transferred
	Compliance Officer			Mr. Vijayanand Sankar
	Depositories			NSDL and CDSL
	Designated Stock			The designated stock exchange for the Buyback is BSE Limited.
	Exchange
	DIN			Director Identification Number
	DP			Depository Participant
	Director			Director(s) of the Company
	Draft Letter of Offer/			The draft letter of offer dated June 30, 2022 filed with SEBI containing disclosures in relation to the
	DLOF			Buyback as specified in Schedule III of the SEBI Buyback Regulations.
	Eligible Shareholders/			Person(s) eligible to participate in the Buyback Offer and would mean all equity shareholders/
			beneficial owner(s) of Equity Shares of the Company as on Record Date i.e. Monday, July 4, 2022
	Eligible Person/ Eligible
			and excludes Equity Shareholders/ Beneficial Owners of the Equity Shares who are not permitted
	Sellers
			under applicable law to tender Equity Shares in the Buyback.
	Equity Shares/ Shares			Fully paid-up equity shares of the Company each having a face value of ₹ 5 (Rupee Five Only).
	Escrow Account			The Escrow Account titled "Matrimony.com Limited Buyback 2022 Escrow A/c" opened with the
			Escrow Agent in terms of the Escrow Agreement.
	Escrow Agent			HDFC Bank Limited
	Escrow Agreement			The Escrow Agreement dated June 27, 2022 entered into between the Company, the Manager to
			the Buyback and the Escrow Agent.
	Escrow Amount			An amount determined in accordance with the Regulations 9(xi) of SEBI Buyback Regulations.
	FCNR account			Foreign Currency Non-Resident Account
	FEMA			Foreign Exchange Management Act, 1999, as amended including the regulations, circulars,
			directions and notifications issued thereunder.
	FIIs			Foreign Institutional Investors means an institution who is registered under the Securities and
			Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended.

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