Auditor Report of Eternal Ltd.

Mar 31, 2025

To The Members of Eternal Limited (formerly known as Zomato Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Eternal Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information, which includes Foodie Bay Employees ESOP Trust ("trust") (herein referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on separate financial statements of Foodie Bay Employees ESOP Trust ("trust") referred to in the Other Matters section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards

are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the other matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 38(a) to the Standalone financial statement relating to the orders received by the Company from GST authorities in respect of GST on delivery charges. The Company, supported by the external expert''s advice, is of the view that, it has a strong case on merits. Given the uncertainty involved, the ultimate outcome will be ascertained on the disposal of the above matter.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Fair valuation of investment in other entities	Principal audit procedures performed:
	(Refer note 5 & 32 of the standalone financial	â¢ Evaluated the design, implementation and tested
	statement)	operating effectiveness of relevant internal controls relating to determination of the fair
	The Company has made investments in CureFit Healthcare Private Limited, BigFoot	value of investment in the said entities.
	Retail Solutions Private Limited, Samast	â¢ Evaluated the objectivity and competence of the
	Technologies Private Limited and Adonmo	specialist engaged by the Company and reviewed
	Private Limited, where the aggregate carrying value of these investments as on March 31,	the valuation report issued by such specialist.
	2025 is INR 2,026 crores. These investments	â¢ With the assistance of our valuation specialists,
	are measured at Fair Value through Other	we have assessed overall reasonableness of
	Comprehensive Income (''FVTOCI'') as at March	the methodology used and assumptions used
	31, 2025.	particularly those relating to the weighted average cost of capital, terminal growth rate and
	We considered the valuation assumptions relating to weighted average cost of capital,	revenue multiple.
	terminal growth rate, revenue multiple and	â¢ Assessed the adequacy of the disclosures made
	the methodology in estimation of fair value of these investments as a key audit matter due to the significance of the investment amount and the significant estimates and judgement involved in determination of fair value.	in the financial statements.
2.	Revenue Recognition	Principal audit procedures performed:
	(Refer note 19 & 2.2.x of the standalone	â¢ We obtained an understanding, evaluated the
	financial statements)	design and tested the operating effectiveness of (i) the general IT controls, automated controls
	The Company provides an e-commerce	and control over system generated reports
	platform that enables merchants to sell their	relevant for revenue recognition by involving
	food items to users through the platform. The	our IT specialist; (ii) controls over recording
	Company mainly generates revenue through	of revenue relating to food delivery business;
	commission revenue.	and (iii) control over reconciliations performed between the commission revenue recorded and
	The Company''s revenue process is largely automated and relies significantly on its IT	amount received from payment gateway;
	systems.	â¢ We tested inter se reconciliations between
	We considered accuracy of commission revenue relating to food delivery as a key audit	reports generated from relevant IT systems with
		general ledger;
	matter because of the complexity of the IT	â¢ We tested, on a sample basis, underlying
	systems and significance of volumes of data	contracts, identifying the key terms and
	processed by the IT systems.	attributes from the contracts and checking them against the underlying data from the system used in the transaction processes and then recalculating the revenue amount. â¢ Assessed the adequacy of the disclosures made in the financial statements.

Sr. No. Key Audit Matter	Auditor''s Response
3. Impairment of investment in a subsidiary	Principal audit procedures performed:
(Refer note 5 & 40 of the standalone financial	â¢ Evaluated the design, implementation and tested
statement)	the operating effectiveness of relevant internal controls relating to impairment assessment of
Investments in subsidiaries are accounted for at cost less impairment in the Company''s	investment in subsidiary.
standalone financial statements; If impairment indicators exist, the recoverable	â¢ Evaluated the reasonableness of the business assumptions relating to future revenue growth;
amounts of the investments in subsidiaries	â¢ Evaluated the objectivity and competency of the
are estimated in order to determine the	specialist engaged by the Company and reviewed
extent of the impairment loss, if any. Any such impairment loss is recognised in the	the valuation report issued by such specialist;
Statement of Profit and Loss;	â¢ We have used our valuation specialists to assess overall reasonableness of the assumptions
During the current year, based on identified	used particularly those relating to the weighted
impairment indicators, management has	average cost of capital, terminal growth rate and
carried out impairment assessment by comparing the carrying value of these	revenue multiple, as applicable;
investments to their recoverable amount	â¢ Performed sensitivity analysis on the key
to determine whether an impairment was	assumptions such as weighted average cost
required to be recognized. We considered the assumptions relating to future revenue growth and the valuation assumptions, specifically, the assumptions relating to weighted average cost of capital, terminal growth rate and revenue multiple, as applicable, used in estimation of recoverable value of the investment in Zomato Hyperpure Private Limited (with carrying value of INR 2,414 Crores as on March 31, 2025) and Blink Commerce Private Limited (with Carrying value of INR 8,547 Crores as on March 31, 2025) as key audit matter due to the significance of the investment amount and the significant estimates and judgement involved in estimation of these assumptions.	of capital, terminal growth rate and revenue multiple, as applicable.
Information Other than the Financial	Board report is expected to be made available to
Statements and Auditor''s Report Thereon	us after the date of this auditor''s report.
â¢ The Company''s Board of Directors is responsible	â¢ Our opinion on the standalone financial statements
for the other information. The other information	does not cover the other information and we will
comprises the information included in the Board	not express any form of assurance conclusion
report, but does not include the consolidated financial statements, standalone financial	thereon.
statements and our auditor''s report thereon. The	â¢ 1 n connection with our audit of the standalone financial statements, our responsibility is to read

the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

â¢ When we read the Board report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors

either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Id en ti fy a n d assess the risks of m ateria l misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company which includes the trust to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the standalone financial statements of which we are the independent auditors. For the trust included in the standalone financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to

evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements of trust included in the standalone financial statements of the Company whose financial statements reflect total assets of '' 74 crores as at March 31, 2025 and total revenue of '' Nil and net cash inflows amounting to '' 4 crores for the year ended on that date, as considered in the standalone financial statements. The financial statements of trust has been audited by the other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the trust and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid trust, is based solely on the report of such other auditor.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditor on the separate financial statements of the trust, referred to in the Other Matters section above, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) I n our opinion, except for not complying with requirements of Audit trail as stated in (i)(vi) proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us,

the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) The Modification relating to complying with the requirements of audit trial is as stated in paragraph (b) above.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note 38 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with

the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software(s), except that:

(a) in respect of certain accounting software(s), since the audit trail log for direct data changes at database level in the software is being maintained, from June 2024, at any given point in time only for a period upto 30 days (for

some accounting software(s), only for 5 days), as applicable, we are unable to comment whether the audit trail feature was operating for the period, as the audit trail (edit log) is not available.

(b) in respect of an accounting software(s) operated by third party software service provider, for maintaining payroll records and purchase records, in the absence of an independent auditor ''s system and organization controls report covering the requirement of audit trail at database level, we are unable to comment whether the audit trail at database level was enabled and operated throughout the year and whether there were any instances of the audit trail (edit log) feature been tampered with.

Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with in respect of the said accounting software for the period for which the audit trail feature was operating and log was maintained.

Additionally, the audit trail that was enabled and operated for the year ended March 31, 2024, has been preserved by the Company as per the statutory requirements for record retention, as stated in Note 47 to the financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells

Chartered Accountants (Firm''s Registration No. 015125N)

Sd/-

Vikas Khurana

(Partner)

Place: Gurugram (Membership No. 503760)

Date: May 01, 2025 (UDIN: 25503760BMOEHK2565)

Mar 31, 2024

We have audited the accompanying standalone financial statements of Zomato Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024 and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended and notes to the financial statements, including a summary of material accounting policies and other explanatory information, which includes Foodie Bay Employees ESOP Trust ("trust") (herein referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of the other auditor on financial statements of Foodie Bay Employees ESOP Trust ("trust") referred to in the Other Matters section below the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, read with the companies (Indian Accounting standards) Rules 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility

for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 39 to the standalone financial statements relating to the show cause notices (SCNs) received by the Company from GST authorities in respect of GST on delivery charges. The Company, supported by the external expert''s advice, is of the view that, it has a strong case on merits. Given the uncertainty involved, the ultimate outcome will be ascertained on the disposal of above matter.

Our conclusion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters, we have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.

No.

Key Audit Matter

Auditor''s Response

Impairment of investment in a subsidiary

(Refer note 5 & 41 of the standalone financial statement)

Investments in subsidiaries are accounted for at cost less impairment in the Company''s standalone financial statements;

If impairment indicators exist, the recoverable amounts of the investments in subsidiaries are estimated in order to determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the Statement of Profit and Loss;

During the current year, based on identified impairment indicators, management has carried out impairment assessment by comparing the carrying value of these investments to their recoverable amount to determine whether an impairment was required to be recognized.

We considered the assumptions relating to future revenue growth and the valuation assumptions, specifically, the assumptions relating to weighted average cost of capital and terminal growth rate, used in estimation of recoverable value of the investment in Zomato Hyperpure Private Limited (with carrying value of INR 1,664 Crores as on March 31, 2024) and Blink Commerce Private Limited (with Carrying value of INR 6,248 Crores as on March 31, 2024) as key audit matter due to the significance of the investment amount and the significant estimates and judgement involved in estimation of these assumptions.

Principal audit procedures performed:

â¢ Evaluated the design, implementation and tested the operating effectiveness of relevant internal controls relating to impairment assessment of investment in subsidiary.

â¢ Evaluated the reasonableness of the business assumptions relating to future revenue growth;

â¢ Evaluated the objectivity and competency of the specialist engaged by the Company and reviewed the valuation report issued by such specialist;

â¢ We have used our valuation specialists to assess overall reasonableness of the assumptions used particularly those relating to the weighted average cost of capital and terminal growth rate;

â¢ Performed sensitivity analysis on the key assumptions such as weighted average cost of capital and terminal growth rate;

Sr.

No.

Key Audit Matter

Auditor''s Response

Fair valuation of investment in other entities

(Refer note 5 & 33 of the standalone financial statement)

The Company has made investments in CureFit Healthcare Private Limited, BigFoot Retail Solutions Private Limited, Samast Technologies Private Limited and Adonmo Private Limited where the aggregate carrying value of these investments as on March 31, 2024 is INR 1,939 crores. These investments are measured at Fair Value through Other Comprehensive Income (''FVTOCI'') as at March 31, 2024.

We considered the valuation assumptions relating to weighted average cost of capital, terminal growth rate, revenue multiple and the methodology in estimation of fair value of these investments as a key audit matter due to the significance of the investment amount and the significant estimates and judgement involved in determination of fair value.

Principal audit procedures performed:

â¢ Evaluated the design, implementation and tested operating effectiveness of relevant internal controls relating to determination of the fair value of investment in the said entities.

â¢ Evaluated the objectivity and competence of the specialist engaged by the Company and reviewed the valuation report issued by such specialist.

â¢ With the assistance of our valuation specialists, we have assessed overall reasonableness of the methodology used and assumptions used particularly those relating to the weighted average cost of capital, terminal growth rate and revenue multiple.

Revenue Recognition

(Refer note 20 & 2.2.x of the standalone financial statements)

The Company provides an e-commerce platform that enables merchants to sell their food items to users through the platform. The Company mainly generates revenue through commission revenue.

The Company''s revenue process is largely automated and relies significantly on its IT systems.

We considered accuracy of revenue relating to food delivery as a key audit matter because of the complexity of the IT systems and significance of volumes of data processed by the IT systems.

Principal audit procedures performed:

â¢ We obtained an understanding, evaluated the design and tested the operating effectiveness of

(i) the general IT controls, automated controls and control over system generated reports relevant for revenue recognition by involving our IT specialist;

(ii) controls over recording of revenue relating to food delivery business; (iii) control over determination of commission rate and (iv) control over reconciliations performed between the commission revenue recorded and amount received from payment gateway;

â¢ We tested inter se reconciliations between reports generated from relevant IT systems with general ledger;

â¢ We tested, on a sample basis, underlying contracts, identifying the key terms and attributes from the contracts and checking them against the underlying data from the system used in the transaction processes and then recalculating the revenue amount.

Information Other than the Financial Statements and Auditor''s Report Thereon

â¢ The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon. The Board report is expected to be made available to us after the date of this auditor''s report.

â¢ Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

â¢ In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

â¢ When we read the Board''s report if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company which include the trust to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the standalone financial statements of which we are the independent auditors. For the trust included in the standalone financial statements, which have

been audited by other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

Other Matters

We did not audit the financial statements of trust included in the standalone financial statements of the Company whose financial statements reflect total assets of INR 25 crores as at March 31, 2024 and total revenue of INR Nil for the year ended on that date, as considered in the standalone financial statements. The financial statements of trust have been audited by the other auditor whose reports

have been furnished to us by the management and our opinion in so far as it relates to the amounts and disclosures included in respect of the trust and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to trust, is based solely on the report of such other auditor.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of other auditor on the separate financial statement, referred to in the Other Matters section above, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, except for not complying with requirements of Audit trail as stated in (i)(vi) proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer

to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16)of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) The Modification relating to complying with the requirements of audit trial is as stated in paragraph (b) above.

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year March 31, 2024.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, as disclosed in the notes to the accounts no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether

recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to accounts, no funds (which are material either individually or in aggregate ) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us or other auditor to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under

(a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our examination, which included test checks, the Company has used

accounting software for maintaining its books of account for the year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that:

(a) in respect of certain accounting software, audit trail was not enabled at the database level to log any direct data changes,

(b) in respect of an accounting software for maintenance of payroll records, operated by third party software service provider, in the absence of an independent auditor''s system and organization controls report covering the requirement of audit trail at database level, we are unable to comment whether audit trail feature at database level was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with and

(c) in respect of an accounting software, for maintenance of purchase records for the period from August 17, 2023 operated by a third party software service provider, in the absence of an independent auditor''s system and organization controls report covering the requirement of audit trail at database level, we are unable to comment whether audit trail feature of the software at database level was enabled and operated from August 17, 2023 for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with.

Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with in respect of the accounting software for which the audit trail feature was operating.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023 reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended March 31, 2024.

For Deloitte Haskins & Sells

Chartered Accountants (Firm''s Registration No. 015125N)

Sd/-

Vikas Khurana

(Partner)

Place: Gurugram (Membership No. 503760)

Date: May 13, 2024 UDIN: 24503760BKFDGV2205

Mar 31, 2023

Independent Auditor''s Report

To The Members of Zomato Limited
Report on the Audit of the Consolidated
Financial Statements

Opinion

We have audited the accompanying consolidated
financial statements of Zomato Limited ("the
Parent"/ "the Company") and its subsidiaries and
trusts (the Parent, its subsidiaries and its trusts
together referred to as "the Group") which includes
the Group''s share of loss in its associate and joint
venture, which comprise the Consolidated Balance
Sheet as at March 31, 2023, and the Consolidated
Statement of Profit and Loss (including Other
Comprehensive Loss), the Consolidated Cash
Flow Statement and the Consolidated Statement
of Changes in Equity for the year then ended, and
a summary of significant accounting policies and
other explanatory information (herein referred to as
"the consolidated financial statements").

In our opinion and to the best of our information
and according to the explanations given to us,
and based on the consideration of reports of the
other auditors on separate financial statements of
the subsidiaries and trust referred to in the Other
Matters section below the aforesaid consolidated
financial statements give the information required
by the Companies Act, 2013 ("the Act") in the manner
so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as
amended (''Ind AS'') and other accounting principles
generally accepted in India, of the consolidated
state of affairs of the Group as at March 31, 2023,
and their consolidated loss, their consolidated total
comprehensive loss, their consolidated cash flows

and their consolidated changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial
statements in accordance with the Standards on
Auditing (SAs) specified under section 143 (10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor''s Responsibility
for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the
Group, its associate and joint venture in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with
the ethical requirements that are relevant to our audit
of the consolidated financial statements under the
provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI''s
Code of Ethics. We believe that the audit evidence
obtained by us and the audit evidence obtained by the
other auditors in terms of their reports referred to in
the sub-paragraph (a) of the Other Matters section
below is sufficient and appropriate to provide a basis
for our audit opinion on the consolidated financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the consolidated financial statements of
the current year. These matters were addressed in
the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report.

Information Other than the Financial
Statements and Auditor''s Report
Thereon

â¢ The Parent''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board''s
report, but does not include the consolidated
financial statements, standalone financial
statements and our auditor''s report thereon. The
Board report is expected to be made available to
us after the date of this auditor''s report.

â¢ Our opinion on the consolidated financial
statements does not cover the other information
and we will not express any form of assurance
conclusion thereon.

â¢ I n connection with our audit of the consolidated
financial statements, our responsibility is to read
the other information identified above when it

becomes available, compare with the financial
statements of the subsidiaries and trust audited
by the other auditors, to the extent it relates to
these entities and, in doing so, place reliance
on the work of the other auditors and consider
whether the other information is materially
inconsistent with the consolidated financial
statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated. Other information so far
as it relates to the subsidiaries and trust is traced
from their financial statements audited by the
other auditors.

â¢ When we read the Board''s Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance as required under SA
720 ''The Auditor''s responsibilities Relating to
Other Information''.

Responsibilities of Management and
Those Charged with Governance for the
Consolidated Financial Statements

The Parent''s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these consolidated
financial statements that give a true and fair view
of the consolidated financial position, consolidated
financial performance including other comprehensive
loss, consolidated cash flows and consolidated
changes in equity of the Group including its associate
and joint venture in accordance with the Ind AS and
other accounting principles generally accepted
in India. The respective Board of Directors of the
companies included in the Group and of its associate
and joint venture are responsible for maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding the
assets of the Group and its associate and its joint
venture and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are free
from material misstatement, whether due to fraud
or error, which have been used for the purpose of
preparation of the consolidated financial statements
by the Directors of the Parent, as aforesaid.

In preparing the consolidated financial statements,
the respective Board of Directors of the companies
included in the Group and of its associate and joint
venture are responsible for assessing the ability
of the respective entities to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the respective Board of Directors
either intends to liquidate their respective entities or
to cease operations, or has no realistic alternative but
to do so.

The respective Board of Directors of the companies
included in the Group and of its associate and joint
venture are also responsible for overseeing the

financial reporting process of the Group and of its
associate and joint venture.

Auditor''s Responsibility for the Audit of
the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance
about whether the consolidated financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit.
We also:

â¢ Identify and assess the risks of material
misstatement of the consolidated financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

â¢ Obtain an understanding of internal financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Parent has adequate internal
financial controls with reference to consolidated
financial statements in place and the operating
effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by the
management.

â¢ Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events
or conditions that may cast significant doubt on
the ability of the Group and its associate and joint
venture to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to
the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor''s report. However, future events or
conditions may cause the Group and its associate
and joint venture to cease to continue as a going
concern.

â¢ Evaluate the overall presentation, structure and
content of the consolidated financial statements,
including the disclosures, and whether the
consolidated financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

â¢ Obtain sufficient appropriate audit evidence
regarding the financial information of the entities
within the Group and its associate and joint venture
to express an opinion on the consolidated financial
statements. We are responsible for the direction,
supervision and performance of the audit of the
financial statements of such entities included in
the consolidated financial statements of which we
are the independent auditors. For the other entities
included in the consolidated financial statements,
which have been audited by other auditors, such
other auditors remain responsible for the direction,
supervision and performance of the audits carried
out by them. We remain solely responsible for our
audit opinion.

Materiality is the magnitude of misstatements in the
consolidated financial statements that, individually
or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
consolidated financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to

evaluate the effect of any identified misstatements
in the consolidated financial statements.

We communicate with those charged with governance
of the Parent regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
consolidated financial statements of the current year
and are therefore the key audit matters. We describe
these matters in our auditor''s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matters

a) We did not audit the financial statements of
certain subsidiaries and trust, whose financial
statements reflect total assets of INR 27,411
million as at March 31, 2023 and total revenue
of INR 23,737 million for the year ended on that
date, as considered in the Consolidated Financial
Statements. These financial statements have
been audited by other auditors whose reports have
been furnished to us by the Management, and our
opinion on Consolidated Financial Statements, in
so far as it relates to the amounts and disclosures
included in respect of these subsidiaries and
trust and our report in terms of subsection (3) of
Section 143 of the Act, in so far as it relates to the
aforesaid subsidiaries and trusts, is based solely
on the report of other auditors.

b) We did not audit the financial information of
certain subsidiaries and trust, whose financial

information reflect total assets of INR 1,037
million as at March 31, 2023 and total revenues
of INR 312 million for the year ended on that
date, as considered in the consolidated
financial statements. The consolidated financial
statements also include the Group''s share of net
loss of INR 3 million for the year ended March 31,
2023, as considered in the consolidated financial
statements, in respect of an associate and a joint
venture, whose financial information have not
been audited by us. These financial information
are unaudited and have been furnished to us
by the Management and our opinion on the
consolidated financial statements, in so far as it
relates to the amounts and disclosures included in
respect of these subsidiaries, trust, joint venture
and associate is based solely on such unaudited
financial information. In our opinion and according
to the information and explanations given to us by
the Management, these financial information are
not material to the Group.

Ou r opi nion on th e con soli d ated fin a n ci al
statements above and our report on Other Legal
and Regulatory Requirements below, is not
modified in respect of the above matters with
respect to our reliance on the work done and the
reports of the other auditors and the financial
information certified by the Management.

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143(3) of the Act, based
on our audit and on the consideration of the
reports of the other auditors on the separate
financial statements of the subsidiaries referred
to in the Other Matters section above, we
report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated
financial statements.

b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept
so far as it appears from our examination of those
books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss including Other
Comprehensive Loss, the Consolidated Statement
of Cash Flows and the Consolidated Statement of
Changes in Equity dealt with by this Report are
in agreement with the relevant books of account
maintained for the purpose of preparation of the
consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial
statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations
received from the directors of the Parent as on
March 31, 2023 taken on record by the Board of
Directors of the Company and the reports of
the statutory auditors of subsidiary companies
incorporated in India, audited by other auditors
referred to in the above Other Matters section,
none of the directors of the Group companies
incorporated in India is disqualified as on
March 31, 2023 from being appointed as a director
in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to consolidated
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure A" which is based
on the auditors'' reports of the Parent and nine
subsidiary companies. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of internal financial controls with
reference to consolidated financial statements of
those companies.

g) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended.

In our opinion and to the best of our information and
according to the explanations given to us and based
on the auditor''s report of subsidiaries companies
incorporated in India, the remuneration paid by
the Parent and such subsidiaries companies to its
directors during the year is in accordance with the
provisions of section 197 of the Act.

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the best of
our information and according to the explanations
given to us:

(i) The consolidated financial statements
disclose the impact of pending litigations
on the consolidated financial position of the
Group, its associate and its joint venture.
Refer Note 44 to the consolidated financial
statements.

(ii) The group, its associates and joint venture
did not have any material foreseeable losses
on long-term contracts including derivative
contracts.

(iii) There were no amount which were required
to be transferred, to the Investor Education
and Protection Fund by the Parent and its
subsidiary companies incorporated in India.

(iv) (a) The respective Managements of the Parent

and its subsidiaries which are companies
incorporated in India whose financial
statements have been audited under the
Act have represented to us and the other
auditors of such subsidiaries respectively
that, to the best of their knowledge and
belief, as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate) have
been advanced or loaned or invested (either
from borrowed funds or share premium or
any other sources or kind of funds) by the
Parent or any of such subsidiaries to or in
any other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf
of the Parent Company or any of such
subsidiaries ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(b) The respective Managements of the Parent
Company and its subsidiaries which are
companies incorporated in India whose
financial statements have been audited
under the Act have represented to us and
the other auditors of such subsidiaries
respectively that, to the best of their
knowledge and belief, as disclosed in
the notes to accounts, no funds (which
are material either individually or in the
aggregate) have been received by the
Parent Company or any of such subsidiaries
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded
in writing or otherwise, that the Parent
Company or any of such subsidiaries shall,
directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that
has been considered reasonable and
appropriate in the circumstances
performed by us and those performed by
the auditors of the subsidiaries which are
companies incorporated in India whose
financial statements have been audited
under the Act, nothing has come to our
or other auditor''s notice that has caused
us or the other auditors to believe that
the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under (a)
and (b) above, contain any material misÂ¬
statement.

(v) The Parent and its subsidiaries which are
companies incorporated in India, whose
financial statements have been audited under
the Act, have not declared or paid any dividend
during the year and has not proposed final
dividend for the year.

(vi) Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining
books of account using accounting software

which has a feature of recording audit
trail (edit log) facility is applicable w.e.f.
April 1, 2023 to the Parent and its subsidiaries
which are companies incorporated in India,
and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014
is not applicable for the financial year ended
March 31, 2023.

2. With respect to the matters specified in clause
(xxi) of paragraph 3 and paragraph 4 of the
Companies (Auditor''s Report) Order, 2020 ("CARO"/
"the Order") issued by the Central Government in

terms of Section 143(11) of the Act, according
to the information and explanations given to us,
and based on the CARO reports issued by us and
the auditors of respective companies included in
the consolidated financial statements to which
reporting under CARO is applicable, as provided to
us by the Management of the Parent Company, we
report that there are no qualifications or adverse
remarks by the respective auditors in the CARO
reports of the said companies included in the
consolidated financial statements except for the
following:

For Deloitte Haskins & Sells

Chartered Accountants
(Firm''s Registration No. 015125N)

Sd/-

Vikas Khurana

(Partner)

Place: Gurugram (Membership No. 503760)

Date: May 22, 2023 UDIN: 23503760BGYDQA2211)

Mar 31, 2022

To the Members of Zomato Limited (formerly known as Zomato Private Limited) Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of Zomato Limited (formerly known as "Zomato Private Limited") ("the Company"), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year ended, and a summary of significant accounting policies and other explanatory information (herein referred to as "the Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of the other auditor on financial information of Foodie Bay Employees ESOP Trust ("trust") referred to in the Other Matters section below, the aforesaid Standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports in other Matters Section below is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements of the current year. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.

No.

Key Audit Matter

Auditor''s Response

Impairment of investment in a subsidiary

(Refer note 41 of the Standalone financial statement)

Investments in subsidiaries are accounted for at cost less impairment in the Company''s Standalone financial statements;

Principal audit procedures performed:

â¢ Evaluated the design, implementation and tested the operating effectiveness of relevant internal controls relating to impairment assessment of investment in subsidiaries.

â¢ Evaluated the reasonableness of the business assumptions relating to future revenue growth;

Sr. No.	Key Audit Matter	Auditor''s Response
	If impairment indicators exist, the	> Evaluated the objectivity and independence of the
	recoverable amounts of the investments	specialist engaged by the Company and reviewed
	in subsidiaries are estimated in order to	the valuation report issued by such specialist;
	determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the Statement of Profit and Loss;	> We have used our valuation specialists to assess overall reasonableness of the assumptions used particularly those relating to the weighted
	During the current year, based on identified	average cost of capital and terminal growth rate.
	impairment indicators, management has carried out impairment assessment by comparing the carrying value of these investments to their recoverable amount	> Performed sensitivity analysis on the key assumptions such as weighted average cost of capital and terminal growth rate;
	to determine whether an impairment was required to be recognized.	> Assessed the adequacy of the disclosures made in the financial statements.
	We considered the assumptions relating to future revenue growth and the valuation assumptions, specifically, the assumptions relating to weighted average cost of capital and terminal growth rate, used in estimation of recoverable value of the investment in Zomato Hyperpure Private Limited (with carrying value of INR 3,609 million as on March 31, 2022) as a key audit matter due to the significance of the investment amount and the significant estimates and judgement involved in estimation of these assumptions.
2.	Fair valuation of investment in other entities 1	Principal audit procedures performed:
	(Refer note 33 (b) of the Standalone financial	> Evaluated the design, implementation and tested
	statement)	operating effectiveness of relevant internal
	The Company has made investments in Blink Commerce Private Limited (formerly known	controls relating to determination of the fair value of investment in the said other entities.
	as Grofers India Private Limited) and its fellow	> Evaluated the reasonableness of the business
	subsidiary Hands on Trades Private Limited	assumptions relating to future revenue growth;
	where the aggregate carrying value of these investments as on March 31, 2022 is INR 7,410 million. These investments are measured at Fair Value through Other Comprehensive	> Evaluated the objectivity and independence of the specialist engaged by the Company and reviewed the valuation report issued by such specialist;
	Income (''FVTOCI'') as at the year-end.	> We have used our valuation specialists to assess
	We considered the assumptions relating to future revenue growth and the valuation assumptions, specifically the assumptions	overall reasonableness of the assumptions used particularly those relating to the weighted average cost of capital and terminal growth rate.
	relating to weighted average cost of capital	> Performed sensitivity analysis on the key
	and terminal growth rate, used in the fair	assumptions such as weighted average cost of
	valuation of these investments as a key	capital and terminal growth rate;
	audit matter due to the significance of the investment amount and the significant estimates and judgement involved in estimation of fair value.	> Assessed the adequacy of the disclosures made in the financial statements.

Sr. No.	Key Audit Matter	Auditor''s Response
3.	Revenue Recognition	Principal audit procedures performed:
	(Refer note 2 (ix) 22 and 28 of the financial	â¢ We obtained an understanding, evaluated the
	statement)	design and tested the operating effectiveness of
	The Company provides an e-commerce	(i) the general IT controls, automated controls and
	The Company provides an e-commerce	control over system generated reports relevant
	platform that enables merchants to sell their	for revenue recognition by involving our IT
	food items to users through the platform.	specialist; (ii) controls over recording of revenue
	Judgement is required to assess	relating to food delivery business; (iii) control
	classification and presentation of the	over determination of commission rate and (iv)
	discounts offered to the users of its platform.	control over reconciliations performed between the commission revenue recorded and amount
	Additionally, the Company revenue process is largely automated and relies significantly	received from payment gateway;
	on its IT systems.	â¢ We have evaluated the appropriateness of the accounting policies followed by the Company
	We considered the Company''s determination	relating to the presentation of the discounts
	of presentation of the discounts offered to the users of its platform as a key audit matter	offered to the users of its platform;
	because of the judgement involved in this	â¢ We tested inter se reconciliations between
	matter.	reports generated from relevant IT systems with general ledger;
	Additionally, accuracy of revenues relating to food delivery business as a key audit matter	â¢ We tested, on a sample basis, underlying
	because of the significance of volumes of	contracts, identifying the key terms and attributes from the contracts and checking them against
	data processed by the IT systems.	the underlying data from the system used in the transaction processes and then recalculating the revenue amount.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report but does not include the Standalone financial statements and our auditor''s report thereon.

Our opinion on the Standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and

other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)0) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and the trust to express an opinion on the Standalone financial statements. We

Our opinion on the Standalone financial statement is

not modified in respect of above matter with respect

to our reliance on the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditor on the separate financial information of the trust referred to in the Other Matters section above, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

d) In our opinion, the aforesaid Standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

are responsible for the direction, supervision and performance of the audit of such entities included in the Standalone financial statements of which we are the independent auditors. For the other entities included in the Standalone financial statements, which have been audited by other auditor, such other auditor remains responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone financial statements.

Other Matter

We did not audit the financial information of one trust, whose financial information reflects total assets of INR 82 million as at March 31, 2022, total revenues of INR Nil million, net cash inflow amounting to INR 81 million for the year ended March 31, 2022, as considered in the Standalone financial statement. This financial information has been audited by other auditor, whose reports have been furnished to us by the Management and our conclusion on Standalone financial statements, in so far as it relates to the amounts and disclosures included respect of trust is based solely on the audit report of the other auditor.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has no amount required to be transferred, to the Investor Education and Protection Fund by the Company during the year March 31, 2022.

iv. (a) The Management has represented, to

the best of their knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Parent Company or any of such subsidiaries ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, to the best of their knowledge and belief, as disclosed in the notes to accounts, no funds (which are material either individually or in the aggregate) have been received by Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Parent Company or any of such subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our or other auditor''s notice that has caused us or the other auditors to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year

For Deloitte Haskins & Sells

Chartered Accountants (Firm''s Registration No. 015125N)

Sd/-

Vikas Khurana

(Partner)

Place: Gurugram (Membership No. 503760)

Date: May 23, 2022 UDIN: 22503760AJKHGH3111

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