Directors Report of Eternal Ltd.

Mar 31, 2025

The Board of Directors of the Company ("Board") hereby submits the board report for the financial year ended on March 31, 2025 (" Board Report") on the business, operations and performance of Eternal Limited (formerly known as Zomato Limited) ("the Company"/ " Eternal") along with audited financial statements of the Company.

1. Financial highlights

The highlights on the Company''s financial statements on a standalone and consolidated basis are summarised below:

Particulars			(INR crore)
	Standalone		Consolidated
	For the financial year ended on March 31
	2025	2024	2025	2024
Total income	9,877	7,542	21,320	12,961
Less: Total expenses	7,676	6,131	20,623	12,670
Less: Exceptional items	11	39	-	-
Profit/(loss) before tax	2,190	1,372	697	291
Less: Tax expenses	230	1	170	(60)
Profit / (loss) for the year	1,960	1,371	527	351
Other comprehensive income/(loss):
1) Items that will not be reclassified to profit or (loss)
a. Remeasurements of the defined benefit plans	(6)	(3)	(10)	3
b. Equity instruments through other comprehensive income	77	60	77	60
c. Income tax relating to above	(30)	-	(30)	-
2) Items that will be reclassified to profit or (loss)
a. Exchange differences on translation of foreign operations	1	1	2	0
b. Debt instruments through other comprehensive income	112	(8)	112	(8)
c. Income tax relating to above	(23)	-	(23)	-
Total comprehensive income /(loss) for the year	2,091	1,421	655	406

2. State of the Company''s affairs/ overview

Company overview

The Company is one of the first home-grown new-age tech companies listed in India and operates through four key business segments:

1. Food delivery: A technology platform that provides customers with a seamless, on-demand solution to search and discover restaurants, order food, and have it delivered reliably and quickly.

2. Quick commerce: Marketplace offering quick delivery (in 10 minutes) of products across categories (fresh, staples, electronics, beauty, general merchandise, festive needs ).

3. Going-out: Going-out segment addresses the ''going-out'' needs of our customers and enables discovery and transactions for multiple going-out experiences including dining-out, movies, sports & other live events.

4. B2B Supplies: B2B business supplying quality food ingredients and other products to restaurants and other B2B buyers.

During the financial year under review, the Company also acquired 100% stake in Orbgen Technologies Private Limited ("OTPL") and Wasteland Entertainment Private Limited ("WEPL") (referred as entertainment ticketing business) from One 97 Communications Limited (" Paytm"). The acquired business has been consolidated in the books of Eternal from August 27, 2024 onwards (transaction closing date).

Financial results

Consolidated revenue from operations grew 67% YoY to INR 20,243 crore in FY25 from INR 12,114 crore in FY24 driven by robust growth across all four key business segments:

1. Food delivery revenue grew 27% YoY to INR 8,080 crore in FY25 primarily driven by NOV growth

2. Quick commerce revenue grew 126% YoY to INR 5,206 crore in FY25 primarily driven by rapid store network expansion across new and existing cities and growth investments

3. Going-out revenue grew 186% YoY to INR 737 crore in FY25 largely driven by growth in the India dining-out business and acquisition of entertainment ticketing business

4. B2B supplies revenue grew 95% YoY to INR 6,196 crore in FY25 driven by growth in the core restaurant business as well as in the nonrestaurant business

Consolidated Adjusted EBITDA significantly improved to INR 1,079 crore in FY25 from INR 372 crore in FY24. Improvement in Adjusted EBITDA profitability was primarily driven by (a) improvement in food delivery Adjusted EBITDA margin and (b) reduction in losses in our quick commerce business.

Consolidated EBITDA for the full fiscal was positive INR 637 crore. Consolidated PAT improved to INR 527 crore in FY25 compared to INR 351 crore in FY24.

Note: To supplement our financial information presented in accordance with IND AS, we consider certain financial measures that are not prepared in accordance with IND AS, including Adjusted Revenue and Adjusted EBITDA. We use these financial measures in conjunction with IND AS measures as part of our overall assessment of our performance to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our business and financial performance. We believe these non-GAAP financial measures

provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. We are presenting these non-GAAP financial measures to assist our investors and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods. Information given also includes information related to material subsidiaries. Non-GAAP measures used by us are defined below:

1) Adjusted Revenue = Consolidated revenue from operations as per financials ( ) actual customer delivery charges in the food delivery business (net of any discounts, including free delivery discounts on account of Zomato Gold program) ( ) platform fee paid in the food delivery business (that is not already included in reported revenue from operations)

2) Adjusted EBITDA = Consolidated EBITDA ( ) share-based payment expense (-) rental paid for the period pertaining to ''Ind AS 116 leases''

3) EBITDA = Profit/loss as per financials excluding (i) tax expense (ii) other income (iii) depreciation and amortization expense (iv) finance cost and (v) exceptional items

3. Subsidiary(ies) and associate company(ies)

As on March 31, 2025, the Company comprises 14 (fourteen) direct subsidiaries and 7 (seven) step down subsidiaries, and does not have any associate companies or joint ventures.

During the financial year under review, the following entities were liquidated/closed:

1. Zomato Slovakia s.r.o, step down subsidiary located in Slovak Republic w.e.f. July 12, 2024; and

2. Zomato Internet LLC, step down subsidiary located in Qatar w.e.f. November 20, 2024.

Further, the Company acquired 100% stake in OTPL and WEPL on August 27, 2024 pursuant to a Share Purchase and Subscription Agreement ("SPSA") entered between the Company and Paytm, WEPL and OTPL.

OTPL and WEPL became wholly owned subsidiaries of the Company from August 27, 2024 onwards (transaction closing date).

In accordance with the Companies Act, 2013 read with rules framed thereunder ("Act"), a statement containing the salient features of the financial statements of the subsidiaries of the Company in form AOC-1 is annexed as Annexure-I.

In accordance with Section 136 of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),

the audited financial statements, including the consolidated financial statements and related information of the Company and its subsidiaries can be accessed at https://www.eternal.com/investor-relations/results.

4. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

5. Dividend

During the financial year under review, the Board has not recommended any dividend. The dividend distribution policy of the Company can be accessed at https://b.zmtcdn.com/investor-relations/5110fd9 a9b55c98f31424e9f9104fd51_1744732057.pdf

6. Amount proposed to be transferred to reserves

During the financial year under review, the Company has not proposed to transfer any amount to the reserves.

7. Transfer to investor education and protection fund

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Act.

8. Capital structure

i. Authorised share capital

The authorised share capital of the Company as on financial year ended on March 31, 2025 is INR 14,48,63,29,341 (Indian rupees one thousand four hundred forty eight crore sixty three lakh twenty nine thousand three hundred and forty one only) divided into 14,48,63,29,341 (One thousand four hundred forty eight crore sixty three lakh twenty nine thousand three hundred and forty one) equity shares having face value of INR 1/- (Indian rupee one) each ("Equity Shares"). During the financial year under review, there is no change in the authorised share capital of the Company.

ii. Issued, subscribed and paid up share capital

The issued, subscribed and paid up share capital of the Company as on financial year ended on March 31, 2025 is INR 9,65,03,50,647/- (Indian rupees nine hundred sixty five crore three lakh fifty thousand six hundred and forty seven only), divided into 9,65,03,50,647 (Nine hundred sixty five crore three lakh fifty thousand six hundred and forty seven) Equity Shares. Details of allotment of Equity Shares made by the Company during the financial year under review are given below:

iii. Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv. Listing on stock exchanges

The Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited (" NSE") (collectively referred to as ("Stock Exchanges")). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

9. Directors and Key Managerial Personnel ("KMP")

i. Appointment / re-appointment or resignation of director(s)

During the financial year under review, Sanjeev Bikhchandani (DIN: 00065640), non-executive nominee director, liable to retire by rotation was re-appointed by the shareholders in the 14^th Annual General Meeting ("AGM") held on August 28, 2024.

In accordance with the provisions of Section 152 of the Act and articles of association of the Company, Sanjeev Bikhchandani (DIN: 00065640) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Sanjeev Bikhchandani (DIN:

00065640) as non-executive nominee director for shareholders'' approval at the ensuing 15^th AGM.

Further, Gunjan Tilak Raj Soni (DIN: 07333270) resigned as non-executive independent director of the Company, with effect from the close of business hours on October 11, 2024, prior to the expiry of her term. The resignation was submitted due to increased work commitments. She had also confirmed that there was no other material reason for her resignation.

ii. Appointment or resignation of KMP

During the financial year under review, there were no changes in the KMP(s).

iii. Declarations from independent director(s)

As on financial year ended on March 31, 2025, independent directors have confirmed that:

they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

they have complied with the code for independent directors prescribed under Schedule IV to the Act;

they have registered themselves with the independent director''s databank maintained by the Indian Institute of Corporate Affairs;

they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

they have not been associated with any material supplier, service provider, or customer of the Company;

they have not been partner, proprietor, or employee of the Company''s statutory audit firm during the preceding financial year;

they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and

apart from receiving director''s remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding financial years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the preceding financial year.

Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

iv. Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters

The Nomination and Remuneration Policy ("NRC Policy") has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Company''s directors and senior management personnel of the Company. The core objective of the NRC Policy is to attract, retain, and

reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, there were no changes made to the NRC Policy. The NRC Policy can be accessed at https://b.zmtcdn.com/investor-relations/6409f8fc614a9192103704b895f28e 1d_1744732783.pdf.

Information regarding the composition of the Board and its committees, and other relevant disclosures is available in the Corporate Governance Report, which forms a part of this Annual Report.

10. Number of meetings of Board

During the financial year under review, the Board met 7 (seven) times. The maximum interval between any two meetings of the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the directors therein have been disclosed in the Corporate Governance Report forming part of this Annual Report.

11. Performance evaluation of Board

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors, including independent directors.

The Nomination and Remuneration Committee ("NRC"), in consultation with the Board, defined the evaluation framework and criteria, which focus on both qualitative and quantitative aspects of governance. Key parameters used in the evaluation included:

Composition and diversity of the Board and its committees;

Clarity of roles and responsibilities;

Quality, timeliness, and adequacy of information shared with the Board;

Effectiveness of the Board''s decision-making processes and strategic inputs;

Performance of the Chairperson in leading the Board;

Active participation and contribution of individual directors;

Functioning of committees in discharging their responsibilities effectively; and

Compliance with applicable regulatory requirements.

In compliance with Section 149(8) of the Act read with Schedule IV and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of independent directors was carried out. This evaluation was based on parameters laid out by the NRC in line with the Company''s policy for evaluation of the performance of the board of directors, which is available on the Company''s website and can be accessed at https://b.zmtcdn.com/investor-relations/ 22fae3abe6bf19863f86c68fad637404_1749792720.pdf.

To ensure objectivity and independence in the evaluation process for the financial year 2024-25, the Company engaged Nasdaq Corporate Solutions International Limited ("Nasdaq"), a globally recognised and independent expert in Board evaluation and governance advisory services.

Nasdaq adopted a two-phase methodology:

Survey-Based Assessment: All directors were requested to complete comprehensive evaluation questionnaires tailored to assess the effectiveness of the Board, committees, and individual performance including their self evaluation.

One-on-One Interviews: Nasdaq conducted in-depth, independent interviews with each non-executive director, providing an additional layer of qualitative insights and confidential feedback.

The evaluation provided a holistic view of the functioning of the Board and its committees, delving into governance dynamics, strategic engagement, leadership behaviour, culture, interpersonal effectiveness, and overall organisational vitality.

The findings and recommendations emerging from the evaluation were consolidated by Nasdaq and presented to the Chairperson of the NRC. These findings were then reviewed and discussed with the NRC and subsequently with the Board, ensuring a

transparent and constructive feedback loop. Based on these insights, the Board identified areas of strength as well as opportunities for further enhancement of its effectiveness.

12. Committees of the Board

As on the financial year ended March 31, 2025, the Board has five (5) committees constituted in compliance with the applicable provisions of the Act and SEBI Listing Regulations, as given below:

Audit Committee;

Nomination and Remuneration Committee;

Risk Management Committee;

Stakeholders'' Relationship Committee; and Corporate Social Responsibility Committee.

While the Company has constituted several internal committees to facilitate effective management and operations. However, only such committees comprising of members of the Board are included in this Annual Report for disclosure purposes, as given below:

Investment Committee; and Fund Raising Committee.

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

13. Corporate Social Responsibility ("CSR") policy

The CSR Policy reflects its commitment to social welfare and sustainable development. It outlines the guiding principles, responsibilities, and structured approach for implementing meaningful initiatives that positively impact communities, particularly in areas surrounding the Company''s area of operations.

A summary of the CSR Policy, along with other mandatory disclosures, is provided in Annexure - II.

14. Vigil mechanism and whistle blower policy

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices.

In pursuit of this commitment, a Vigil Mechanism and Whistle Blower Policy ("the Policy") has been established in accordance with the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a secure and confidential channel for employees, directors, and stakeholders to report any suspected misconduct, unethical behavior, fraud, or violations of the Company''s Code of Conduct for employees without fear of retaliation. It also ensures direct access to the Chairperson of the Audit Committee, reinforcing independence and oversight.

Employees and other stakeholders are encouraged to report actual or suspected reportable matters as per the Policy. All reportable matters are objectively reviewed and investigated by an independent investigation team. Outcomes and actions taken are reported to the whistleblower committee and Audit Committee on a periodic basis.

The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee under this Policy. The Policy can be accessed at https://b.zmtcdn.com/investor-re lations/1c3b5842815b3bbedbd30b3538126f bc_1744732585.pdf.

During the financial year under review, 109 reportable matters were investigated and closed in a timely manner as per the Policy.

15. Risk management

i. Risk management policy:

The Board has constituted a Risk Management Committee (" RMC") to design, implement, and monitor the Company''s risk management strategies. The RMC ensures that these procedures are effective and continuously reviewed.

The Company has a risk management framework that is embedded in it''s decision making process across the organization to proactively identify, access and mitigate risks. The Company has a Risk Management Policy as part of the framework which provides guidance on identifying strategic and operational risks, assigning ownership, and implementing mitigation strategies. It also outlines the "Three Lines of Defence" model-comprising risk owners, the risk management team, and internal audit-for robust risk identification, evaluation, and independent

assurance. The policy was last revised in February, 2025 in line with SEBI Listing Regulations.

The risk management policy can be accessed at https://b.zmtcdn.com/investor-relations/0c43b655 a4f689f7e4b83b6259404afa_1746509347.pdf

The Governance, Risk & Compliance team is responsible for driving the Company''s risk management practices. Risks are evaluated based on impact and likelihood, and the effectiveness of mitigants is assessed to ensure appropriate response strategies. This structured approach promotes transparency, minimizes potential adverse impacts on business objectives, and strengthens the Company''s position by highlighting risk trends, exposures and emerging threats at both the Company and business segment levels.

ii. Risk and concerns:

In line with the ERM exercise which was conducted for Eternal at a consolidated group level, below are the strategic risks which have been identified and may impact Eternal in the long run. These risks have also been further mapped to the relevant Environmental, Social, and Governance (ESG) pillars from a sustainability standpoint:

Customer Experience | Governance

Eternal may face the risk of revenue loss and erosion of brand loyalty if it fails to consistently deliver a superior customer experience. Key risk factors include service unavailability, inconsistent service quality, and ineffective grievance resolution-each of which can contribute to customer dissatisfaction and diminished trust.

Additionally, if Eternal fails to proactively adapt to evolving customer preferences such as changing expectations around product assortment, enhanced platform features and dynamic purchasing behaviors, it may negatively impact customer engagement, reduce retention rates, and constrain long-term growth trajectory of the Company.

To enhance customer experience and consistently deliver superior service, Eternal conducts regular training programs and feedback session for its partners, with focus on service quality and food handling. We work closely with all our partners

remain vigilant and aligned with evolving security protocols. As part of our broader digital strategy, we continuously assess and upgrade our systems to stay ahead of emerging technologies, minimize downtime risk, and maintain business continuity in an increasingly dynamic digital environment.

People Management | Social

Eternal''s ability to attract, retain, and develop top talent across all functions-along with challenges in building leadership pipeline and executing effective succession planning-may impact the Company''s long-term capabilities, hinder innovation, and limit its ability to execute strategic priorities and drive sustainable growth.

Eternal offers competitive packages and employee benefits designed to attract and retain top talent in a highly competitive market. We have an Equal Opportunity, Diversity, and Inclusion policy to cultivate a culture of diversity, equity, and inclusion, creating and sustaining an environment where everyone feels valued and respected.

As part of these initiatives, the group provides equal parental leaves, counseling services for employee wellness, period leaves and other benefits to support well-being, reduce burnout, and improve retention. The Company also fosters a culture of mentorship to develop high-performing employees for future leadership roles, promoting both individual and organizational growth.

Eternal has a policy on Succession Planning for the Board and Senior Management Personnel. Additionally, the Company has reward and recognition programs that acknowledge and celebrate employee''s achievements, motivating high performance employees.

By prioritizing succession planning, fostering diversity and inclusion, and nurturing talent through mentorship and support programs, Eternal is committed to building a strong, inclusive workforce capable of driving sustained success.

Business Strategy | Governance

Eternal may face the risk of revenue stagnation and constrained growth in the absence of well-defined strategy for product innovation, technological advancement, and the effective management of store. This may lead to over-reliance on limited revenue streams, challenges in retaining and

including restaurants, delivery partners, and sellers to help them continuously improve their services. We have dedicated support team which ensures timely grievance resolution of customers.

Eternal continuously adapts to evolving customer preferences and purchasing behaviors. We continue to expand product categories and assortment on Blinkit, introduce innovative features on Zomato like group ordering and food rescue, and develop solutions like operating it''s own processing facility in Hyperpure to help restaurant partners scale efficiently. These strategic efforts aim to position Eternal as a one-stop solution for diverse customer and partner needs while enhancing agility in a dynamic market.

Driven by innovation and a customer-first mindset, Eternal is committed to setting new benchmarks in service excellence, digital convenience, and longterm customer satisfaction.

Technology | Governance

As Eternal continues to scale and innovate in a rapidly evolving digital landscape, it faces heightened exposure to cybersecurity threats. This can compromise on data protection, disrupt services, and erode stakeholder trust leading to significant financial losses, regulatory penalties, and reputational damage. Further, extended app downtime and failure to adapt to emerging technologies may impact customer trust, user experience and business continuity.

Eternal has established dedicated teams and a well-defined governance framework for Cybersecurity, with focus on protecting data, ensuring platform resilience, and maintaining stakeholder trust. We have implemented advanced cybersecurity tools and adopted global best practices to strengthen and safeguard our technology infrastructure.

Regular testing, and proactive maintenance are carried out to identify and address potential threats. Initiatives such as Bug Bounty programs are carried out at regular intervals to highlight vulnerabilities and strengthen our security posture. Information security controls are designed to prevent, detect, and remediate risks, supported by continuous monitoring and periodic audits across our IT landscape.

Additionally, we conduct training and awareness programs to ensure all employees and partners acquiring new customers, and missed opportunities to capture emerging market trends and unlock new growth avenues.

Eternal is committed to enhancing stakeholder experience and driving long-term engagement through innovation, new product development. As a group, we continuously work on our stakeholder feedback to refine our offerings and ensure our services and products are in line with their preference and technological trends. Every new feature or product undergoes rigorous testing to ensure performance, quality, and reliability before launch.

To mitigate over-reliance on any single revenue stream, Eternal has strategically diversified its business across complementary verticalsâincluding restaurant supply via Hyperpure, event, dining and entertainment ticketing through District, and a rapidly growing quick commerce segment via Blinkit.

By embedding innovation into our core strategy, expanding into new markets, and scaling operations with agility, Eternal is well-positioned to capture growth opportunities, adapt to changing market dynamics, and deliver long-term value to all stakeholders.

Competition | Governance

Eternal may face negative impact on business, revenue and growth due to new entrants in the market or increased competition from existing competitors. This could lead to pricing pressures, higher customer acquisition costs, and challenges in maintaining product differentiation and customer loyalty.

We have a presence across high-growth business portfolios, which helps reduce reliance on a single service line and strengthens our position in the broader digital commerce ecosystem.

We consistently invest in research, technology, and data-driven insights to innovate our product offerings based on emerging trends and customer feedback. Eternal is deeply committed to providing exceptional customer service, fostering strong stakeholder relationships, and promoting retention and repeat business. We keep harnessing our execution capabilities through differentiated products, effective marketing and promotional activities and improved operational efficiencies across our businesses.

In addition, we closely monitor evolving market dynamics to proactively recalibrate our strategies in response to competitive shifts. We also prioritize the development of high-performing talent and crossfunctional capabilities to strengthen our competitive edge from within.

Eternal remains committed to long-term brand building through responsible, customer-first marketing and educational campaignsâdesigned to create enduring value, reinforce brand trust, and deepen customer engagement in an increasingly competitive landscape.

Stakeholder Management | Governance

Eternal may face revenue loss, operational disruptions, and reputational damage due to ineffective management of key stakeholders. Risks such as delivery partner strikes, last-minute cancellations by artists or sponsors, supply chain interruptions affecting stores and warehouses, unexpected departures of critical third-party vendors, or service discrepancies could significantly impact customer relationships, service continuity, and overall business performance.

Eternal has established dedicated support teams for each key stakeholder group, ensuring proactive relationship management and swift resolution of grievances. We continuously launch targeted initiatives to attract, retain, and empower stakeholders across our platform, fostering longterm partnerships.

To safeguard operational continuity and ensure service excellence, we actively forecast stakeholder needs and implement measures to secure their availability, minimizing disruptions, ensure continuity of services during adverse conditions. We are committed to the well-being of our stakeholders and take various initiatives such as insurance coverage for delivery partners, regular training sessions for health and safety of delivery partners and manpower engaged through third-party vendors.

At Eternal, we recognize that our stakeholders are the backbone of our business across verticals. We remain dedicated to creating a supportive, rewarding, and sustainable ecosystem that enables them to grow and succeed alongside us.

Macro economics | Social & Governance

Eternal may face negative impact on its revenue and growth due to fluctuations in global and local macroeconomic conditions and geopolitical volatility. These factors can influence interest rates, inflation, and overall economic stability, potentially eroding consumer confidence and shifting purchasing behaviors. This may lead to decreased demand, increased operational costs, and heightened market uncertainty, challenging company''s ability to achieve sustained growth.

Eternal has strategically diversified its business across multiple verticals, catering to wide spectrum of customer needs, price points, and spending capacities. This diversification helps mitigate the impact of macroeconomic fluctuations by reducing dependency on a single customer segment.

The Company also deals in essential goods and services through its Quick Commerce business, which helps maintain steady demand even during periods of economic downturn. Additionally, Eternal continuously monitors both short-term and long-term macroeconomic trends and adapts its strategy accordingly. This includes launching or modifying products based on economic forecasts and reallocating resources efficiently to meet evolving customer needs during periods of volatility.

Through diversification, continuous market analysis, and strategic agility, Eternal strengthens its resilience against macroeconomic and geopolitical uncertainties, supporting sustained growth even in challenging environments.

16. Auditors and auditors'' reports

i. Statutory auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years starting from the conclusion of the 10^th AGM till the conclusion of the 15^th AGM. Further, they have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

M/s. Deloitte Haskins & Sells have given unmodified opinion and have not given any qualification or reservation or adverse remark or disclaimer in their audit report on the audited financial statements (standalone and consolidated) of the Company for the financial year ended on March 31, 2025.

The Board recommends to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), as Statutory Auditors of the Company for the second term of 5 (five) consecutive years starting from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM, subject to the shareholders'' approval at the ensuing 15^th AGM.

ii. Secretarial auditors

M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) were appointed as Secretarial Auditors of the Company for the financial year ended on March 31, 2025. The secretarial audit report does not contain any qualification or reservation or observation or adverse remark and is annexed as Annexure - III A.

Further, M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), also acted as Secretarial Auditors for Zomato Hyperpure Private Limited (" ZHPL"), and Blink Commerce Private Limited ("BCPL") material unlisted subsidiaries of the Company for the financial year ended on March 31, 2025. The secretarial audit reports of ZHPL and BCPL are also annexed as Annexure - III B and Annexure - III C, respectively.

The Company has submitted the annual secretarial compliance report with BSE and NSE in compliance of Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://b-zmtcdn.com/ investor-relations/7d5ca9c149918266e34fac2e3292 5eab_1748590074.pdf.

The Board recommends to appoint M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), a peer-reviewed firm as Secretarial Auditors of the

Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030, subject to the shareholders'' approval at the ensuing 15^th AGM.

iii. Internal auditor

Deepak Ahluwalia, Chartered Accountant and Head of Governance, Risk & Compliance for the Company, continues to serve as the Internal Auditor in compliance with Section 138 of the Act.

In this role, he is entrusted with overseeing the internal audit function across business processes, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Company''s systems and processes.

In discharge of his duties, he is supported by reputed firms of Chartered Accountants, providing independent assurance on the effectiveness of internal controls and procedures including compliance processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on a quarterly basis.

17. Internal financial controls and their adequacy

This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Company''s business.

Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the

Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

18. Human resources

As on the financial year ended on March 31, 2025, the permanent employees on the rolls of the Company were 6,903 (on standalone basis) and 16,375 (on consolidated basis).

The Company''s employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - IV.

In terms of Section 136 of the Act, Annual Report and financial statements of the Company are being sent to the shareholders excluding information on details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any shareholder is interested in obtaining a copy of the aforesaid information, such shareholder may send an email to the Company Secretary and Compliance Officer of the Company at [email protected] in this regard.

19. Disclosure regarding employee stock options plans

At Eternal, we view our Employee Stock Option Plan ("ESOP") as a strategic instrument to cultivate a culture of ownership, long-term thinking, and innovation among our team members. The ESOPs are designed to align our people with the Company''s growth and success. We aim to reward merit and encourage an entrepreneurial mindset. This approach not only aids in attracting and retaining top talent but also fosters a sense of accountability and shared purpose, driving our collective journey towards enduring success.

During the financial year under review, the Company formulated ESOP 2024 pursuant to the resolution passed by the shareholders on June 29, 2024 through postal ballot. Further, during the financial year under review, the Company has also changed the mode of implementation and administration of ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 from direct route to trust route pursuant to the resolution passed by the shareholders on November 22, 2024 through postal ballot. As on financial year ended on March 31, 2025, the Company has five employees stock option plans ("ESOP Schemes") namely:

i) Foodie Bay Employee Stock Option Plan 2014 ("ESOP 2014");

ii) Zomato Employee Stock Option Plan 2018;

iii) Zomato Employee Stock Option Plan 2021;

iv) Zomato Employee Stock Option Plan 2022; and

v) Zomato Employee Stock Option Plan 2024.

Further, the shareholders vide special resolution dated November 22, 2024 approved providing interest free loan to Trust for implementation of ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 through Trust. Accordingly, during the year under review, the Company has provided interest free loan to the Trust for the aforesaid purpose.

In accordance with the terms of ESOP Schemes, options may be granted to employees of the Company and its subsidiaries which gives them rights to receive equity shares of the Company having face value of INR 1/- (Indian rupee one) each upon exercise.

The Company confirms that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP

Regulations").The Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2014, ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 have been implemented in accordance with the SEBI ESOP Regulations and the resolutions passed by the shareholders of the Company. The said certificates will be made available for inspection by the members electronically during the AGM of the Company.

Further, the details as required to be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at https://b.zmtcdn.com/investor-relations/esopdisclosurefy2025.pdf.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a zero-tolerance on sexual harassment and is committed to fostering a safe, respectful, and inclusive workplace for all. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its associated Rules, the Company has adopted a comprehensive Prevention of sexual harassment ("POSH") Policy.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI community.

The Company has structured framework in place for employees to report cases of sexual harassment while ensuring complete confidentiality. The POSH policy can be accessed at https://b.zmtcdn.com/investor-relations/ de2ae4fa2e3a77106b3a201c354ac9fe_1744732203.pdf

To implement and uphold POSH policy, the Company has constituted an Internal Complaints Committee ("ICC") in accordance under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC comprises of diverse members with relevant experience, dedicated to thoroughly investigate each case and make informed decision fairly and impartially. Beyond grievance redressal, the ICC also drives proactive initiativesâincluding

21. Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

22. Conservation of energy, technology absorption, and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are given hereunder:

i. Conservation of energy

The Company is committed towards conservation of energy and climate, which is reaffirmed in our actions and our environmental policy which is also available

awareness campaigns, training sessions, and regular communications-to prevent harassment and promote a culture of dignity and inclusion.

Wherever violations have been identified, the Company has taken prompt and appropriate disciplinary action, reinforcing its unwavering commitment to a harassment-free workplace.

Details of complaints received and resolved during the financial year under review by the ICC are given below:

Number of complaints filed during the financial year	19
Number of complaints disposed of during the financial year	19
Number of cases pending for more than ninety days during the financial year	0
Number of complaints pending as at the end of the financial year	0

on the website of the Company. Eternal continuously strives to reduce the environmental impact of its operations and lower its carbon footprint. It focuses on improving energy efficiency and improving waste management to reduce the overall environment footprint.

During the financial year under review, various initiatives / steps were taken to improve energy conservation and reduce carbon targets such as:

We have taken significant steps towards sustainable operations within our Hyperpure business by initiating transitioning to solar power. In one of our Gurgaon warehouse, we have commissioned a 300KW solar project for generation of clean energy.

We are helping our delivery partners in adoption or shifting to EV vehicles by connecting them with the EV rental agencies through the ''Rent an EV'' feature on their app and provides them the option to deduct the rental amount from their payout. Between Zomato and Blinkit, there were more than ~ 52k EV based active delivery partners in March 2025. This further supports our target to move towards 100% EV based deliveries by 2030.

We are dedicated to the rationalization and optimal utilization of electrical equipment usage, including air-conditioning systems, office illumination, and beverage dispensers. This ensures we minimize energy waste and maximize efficiency in our operations.

We continue to prioritize the use of LED lights and LED monitors in our corporate offices, stores / warehouses. This initiative not only reduces energy consumption but also underscores our dedication to energy-efficient infrastructure.

To promote a culture of energy consciousness, we regularly share awareness and educational content with our employees through our internal communication channels. These initiatives encourage simple yet impactful actions, such as switching off lights when leaving meeting rooms and unplugging devices once they are fully charged.

Through these impactful initiatives, we are making substantial strides in energy conservation and carbon reduction, setting a benchmark for sustainability and environmental responsibility.

The details as required under Section 134 of the Act are given hereunder:
S. No.	Particulars	Details
(i)	the steps taken or impact on conservation of energy	As mentioned above
(ii)	the steps taken by the Company for utilising alternate sources of energy	As mentioned above
(iii)	the capital investment on energy conservation equipments	-

ii. Technology absorption

Eternal is a technology-first organization, harnessing the power of artificial intelligence, machine learning, and advanced data science to continuously drive innovation for our key stakeholders. We are committed to using technology to transform every aspect of our business, ensuring a seamless and exceptional experience for all stakeholders.

Eternal introduced Nugget, an AI-native customer support platform that handles over 15 million monthly interactions across Zomato, Blinkit, and Hyperpure, resolving up to 80% of customer grievances autonomously. This has resulted in faster query resolution, personalized support, improved customer satisfaction, and significant cost savings. Nugget is now also available to external businesses, enabling them to enhance their customer support operations effortlessly.

Zomato introduced the Food Rescue feature, aimed at reducing food wastage from order cancellations and promoting a more sustainable food delivery

ecosystem. When an order is canceled and the meal is still fresh, it is instantly offered at a discounted price to nearby customers in its original, untampered packaging. Through seamless tech integration, these orders are shown in real time to active users within the delivery partner''s proximity, enabling quick acceptance and rapid delivery. This initiative helps minimize food waste and contributes to more responsible operations.

Zomato launched the web-based Restaurant Services Hub to simplify the process of setting up and running a restaurant. The platform supports restaurant partners with essential services such as FSSAI registration, hygiene audits, and staffing, through a trusted network of vendors. Having served over 6,000 restaurants, it ensures convenience, quality, and cost-efficiency-allowing partners to focus on growing their business without operational burdens. The service is available to all restaurants across India, regardless of their partnership with Zomato.

Blinkit launched the Seller Hub, a self-serve portal that simplifies the onboarding process for sellers looking to list their products on the Blinkit platform. The portal minimizes the need for human support by enabling sellers to register, and complete onboarding requirements independently. It also assists sellers in listing their products, giving them access to millions of customers through Blinkit''s wide network of dark stores. This allows sellers to tap into India''s rapidly growing quick commerce market and unlock significant growth opportunities.

The details as required under Section 134 of the Act are given hereunder:
Sr. No.	Particulars	Category
i.	The efforts made towards technology absorption	As mentioned above
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	As mentioned above
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	a) the details of technology imported	NIL
	b) the year of import	NIL
	c) Whether imported technology fully absorbed	NIL
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
iv.	The expenditure incurred on research and development	NIL

iii. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo as required under Section 134 of the Act are given hereunder:

	(INR crore)
Particulars	Amount
Foreign exchange earned	46
Foreign exchange outgo	118
Foreign exchange earnings and outgo are on an accrual basis.

23. Statutory disclosures

i. Details in respect of frauds reported by auditors

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors and M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

ii. Requirements for maintenance of cost records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. Annual return

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at www.eternal.com.

iv. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of March 31, 2025, to which the financial statements relate and the date of the report.

v. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

vi. Management discussion and analysis report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, management discussion and analysis report is set out as a separate section under this Annual Report.

vii. Business Responsibility and Sustainability Report (âBRSRâ)

For the financial year 2024-25, the Company continues its commitment to sustainability reporting by aligning with the BRSR framework. The BRSR maps the Company''s sustainability performance against the principles of the National Guidelines on Responsible Business Conduct ("NGRBC").

In line with regulatory requirements outlined by the Securities and Exchange Board of India ("SEBI"), the Company has adhered to the evolving BRSR framework as prescribed in the following circulars:

SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, which defined the BRSR Core framework and mandated reasonable assurance on select ESG indicators;

SEBI Press Release PR No.36/2024 dated December 18, 2024, Public announcement aligning with BRSR Core rollout

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024, which set out uniform industry standards for BRSR Core reporting

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025, which introduced relaxations for value chain disclosures and clarified implementation timelines.

The revised BRSR format includes a core set of Key Performance Indicators (KPIs) across nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider. In compliance with this requirement, the Company has appointed Deloitte Haskins & Sells LLP to provide assurance on these core KPIs and select non-core KPIs.

Additionally, while ESG disclosures related to value chain partners remain voluntary for the financial year under review, the Company has proactively included select ESG indicators for its value chain partners in the BRSR. The BRSR is presented as a separate section in this Annual Report in accordance with the above regulatory guidance.

viii. Corporate governance report

The Company has complied with all applicable corporate governance requirements as prescribed under the Act and SEBI Listing Regulations. Report on corporate governance is set out as a separate section under this Annual Report.

ix. Transactions with related parties

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

The policy on materiality of related party transactions and dealing with related party transactions (âRPT Policy") formulated by the Board can be accessed at https://b.zmtcdn.com/investor-relations/8ba6c21fa 54726568a4571a5a78dcbed_1744732656.pdf

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm''s length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from the public was outstanding as on March 31,2025. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

xi. Particulars of loan and advances, guarantees and investments

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

xii. Downstream investment

During the financial year under review, the Company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Nondebt Instruments) Rules, 2019 ("NDI Rules") for the downstream investment made in other Indian entities during the financial year ended under review. The Company has also obtained a certificate, confirming compliance with FEMA read with the NDI Rules from M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), Statutory Auditors of the Company in respect of the downstream investment made by the Company.

xiii. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

On October 08, 2024, Nona Lifestyle Private Limited ("Operational Creditor") filed a petition bearing C.P. (IB) - 670/2024 to initiate corporate insolvency resolution process under Section 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 (" Original Petition") against the Company ("Corporate Debtor") before National Company Law Tribunal, Delhi, Bench - II ("NCLT"). The Operational Creditor has alleged non-payment of approximately

INR 1.64 crore for orders placed by Corporate Debtor pertaining to customised uniforms and promotional apparel. Vide Order dated November 25, 2024, the Original Petition was dismissed for want of prosecution without issuance of notice to the Corporate Debtor.

On December 24, 2024, the Operational Creditor filed a restoration application bearing Rst. A (IBC) - 152/2024 ("Restoration Application") for restoration of the Original Petition. As the financial year ended on March 31, 2025, the Restoration Application was pending adjudication. Subsequently, vide Order dated April 03, 2025, NCLT was pleased to reject the Restoration Application and resultant, the Original Petition was also not restored.

xiv. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs ("MCA").

xv. Revision of financial statements and Board Report

During the financial year under review, there were no revisions in the financial statements and Board Report of the Company.

xvi. Utilisation of proceeds of QIP

The Company has issued 33,64,73,755 Equity Shares at an issue price of INR 252.62 per Equity Share, aggregating to INR 8,500 crore through QIP.

xvii. Valuation done at the time of one time settlement

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

xviii. Other disclosures

During the financial year under review, the Company changed its name from "Zomato Limited" to "Eternal Limited" with effect from March 20, 2025.

24. Directors responsibility statement

In accordance with the provisions of Section 134 of the Act, directors to the best of their knowledge and belief confirm and state that:

a) In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgments

The Board would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners and all other business associates for their continuous support to the Company and their confidence in its management.

We look forward to their continuous support in the future.

Mar 31, 2024

The Board of Directors of the Company ("Board") hereby submits the board report for the financial year ended on March 31, 2024 ("Board Report") on the business, operations and performance of Zomato Limited ("the Company"/ " Zomato") along with audited financial statements of the Company. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial highlights

The highlights on the Company''s financial statements on a standalone and consolidated basis are summarised below:

(INR crore)

Particulars	Standalone		Consolidated
	For the financial year ended on March 31
	2024	2023	2024	2023
Total income	7,542	5,507	12,961	7,761
Less: Total expenses	6,131	5,390	12,670	8,775
Less: Exceptional items	39	-	-	(0)
Add: Share of profit of an associate and joint venture	-	-	-	(1)
Profit/(loss) before tax	1,372	117	291	(1,015)
Less: Tax expenses	1	0	(60)	(44)
Profit / (loss) for the year	1,371	117	351	(971)
Other comprehensive income/(loss):
1) Items that will not be reclassified to profit or (loss) in subsequent periods:
a. Remeasurements of the defined benefit plans	(3)	2	3	4
b. Equity instruments through other comprehensive income	60	(111)	60	(111)
2) Items that will be reclassified to profit or (loss) in subsequent periods
a. Exchange differences on translation of foreign operations	1	8	0	8
b. Debt instruments through other comprehensive income	(8)	0	(8)	0
Total comprehensive income /(loss) for the year	1,421	16	406	(1,070)

2. State of the Company''s affairs / overview

Company overview

Zomato Limited is one of the first home-grown new-age tech companies listed in India, with a mission to power India''s changing lifestyles. We operate through four key business segments:

1. Food delivery: technology platform that provides customers with a convenient, on-demand solution to search and discover restaurants, order food, and have it delivered reliably and quickly. In FY 2023-24, 6.3 crore unique customers across 800 cities pan-India leveraged our platform to order food from 2.5 lakh average monthly active food delivery restaurant

partners which were delivered by a network of 4 lakh average monthly active delivery partners.

2. Quick commerce: online marketplace offering quick delivery (in <15 minutes) of products across categories (fresh, staples, electronics, beauty, general merchandise, festive needs ). Orders placed by customers on the Blinkit app are fulfilled through a network of dark stores located close to the customer and delivered by a network of independent delivery partners.

3. Going-out: Going-out is a combination of our dining-out business (in India and UAE) and our nascent ticketing business - Zomato Live. Going-out enables discovery and transactions for dining-out and ticketing.

4. B2B Supplies (Hyperpure): B2B supplies business supplying quality food ingredients and other products to restaurants and other B2B buyers.

Financial results

Consolidated revenue from operations grew 71% YoY to INR 12,114 crore in FY24 from INR 7,079 crore in FY23 driven by robust growth across all four of our key business segments:

1. Food delivery revenue grew 40% YoY to INR 6,361 crore in FY24 and contributed 53% of consolidated reported revenue

2. Quick commerce more than doubled its revenue on a YoY basis in FY24 primarily driven by increase

in throughput of existing stores and geographical expansion across new and existing cities. FY24 was the first full year of consolidation of Blinkit financials as compared to FY23 where consolidation of Blinkit financials is from August 10, 2022 onwards (transaction closing date)

3. Going-out revenue grew 51% YoY in FY24 largely driven by growth in the India dining-out business

4. B2B supplies revenue grew 111% YoY driven by growth in the core restaurant business as well as the newer quick commerce opportunity

Consolidated business turned Adjusted EBITDA, EBITDA and PAT profitable for the full fiscal year. Consolidated Adjusted EBITDA improved to INR 372 crore in FY24 from a loss of INR 783 crore in FY23. Improvement in Adjusted EBITDA profitability was primarily driven by (a) improvement in food delivery Adjusted EBITDA margin and (b) significant reduction in losses in our quick commerce business (which also turned Adjusted EBITDA positive in the month of Mar-24). Consolidated EBITDA for the full fiscal was positive INR 42 crore.

The Company also turned PAT profitable, on a consolidated basis, for the first time ever in FY24 reporting a consolidated PAT of INR 351 crore compared to a loss of INR 971 crore in FY23.

The table below shows a quick summary of the Company operations in FY24 on a consolidated and standalone basis as per Ind AS and applicable regulations.

			(INR crore)
Particulars	Consolidated		Standalone
	For the financial year ended on March 31
	2023	2024	2023	2024
Revenue from operations	7,079	12,114	4,707	6,622
Total income	7,761	12,961	5,507	7,542
Profit / (loss) before exceptional items and tax	-1,015	291	117	1,411
Profit after tax	-971	351	117	1,371

strategies and to communicate with our board of directors concerning our business and financial performance. We belie ve these non-GAAP financial measures provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allo w for greater transparency with respect to metrics used by our management in their financial and operational decision making. We are presenting these non-GAAP financial measures to assist our investors and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods. Information given also includes information related to material subsidiaries. Non-GAAP measures used by us are defined below:

1) A djusted Re venue = Consolidated revenue from operations as per financials ( ) actual customer delivery charges in the food delivery business (net of any discounts, including free delivery discounts on account of Zomato Gold program) ( ) platform fee paid in the food delivery business (that is not already included in reported revenue from operations)

2) Adjusted EBITDA = Consolidated EBITDA ( ) share-based payment expense (-) rental paid for the period pertaining to ''Ind AS 116 leases''

3) EBITDA = Profit/loss as per financials excluding (i) tax expense (ii) other income (iii) depreciation and amortization expense (iv) finance cost and(v) exceptional items

3. Subsidiary(ies) and associate company(ies)

During the financial year under review, the following entities were liquidated/closed:

1. Zomato Australia Pty Limited, step down subsidiary located in Australia w.e.f. June 11, 2023;

2. Zomato NZ Media Private Limited, direct subsidiary located in New Zealand w.e.f. June 22, 2023;

3. Zomato Media Portugal, Unipessoal Lda, direct subsidiary located in Portugal w.e.f. July 27, 2023;

4. Zomato Chile SpA, direct subsidiary located in Chile w.e.f. September 29, 2023;

5. Zomato Vietnam Company Limited, step down subsidiary located in Vietnam w.e.f. February 02, 2024;

6. Lunchtime.cz s.r.o., step down subsidiary located in Czech Republic w.e.f. February 06, 2024; and

7. PT. Zomato Media Indonesia, direct subsidiary located in Indonesia w.e.f. March 21, 2024.

Further, the Company has sold its entire voting rights (constituting 30%) in ZMT Europe LDA, associate company w.e.f. November 3, 2023.

As on March 31, 2024, the Company has 12 (twelve) direct subsidiaries and 9 (nine) step down subsidiaries.

In accordance with the Companies Act, 2013 read with rules framed thereunder ("Act"), a statement containing the salient features of the financial statements of the subsidiaries and associate company of the Company in form AOC-1 is annexed as Annexure-I.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of its subsidiaries can be accessed at https://www.zomato.com/investor-relations/financials.

4. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

5. Dividend

6. Amount proposed to be transferred to reserves

The Company has not proposed to transfer any amount to the reserves during the financial year under review.

7. Transfer to investor education and protection fund

8. Capital structure

i. Authorised share capital

During the financial year under review, the shareholders of the Company in 13^th Annual General Meeting ("AGM") held on August 30, 2023, approved the re-classification of the authorised share capital of the Company to INR 14,48,63,29,341/- (Indian rupees one thousand four hundred forty eight crore sixty three lakh twenty nine thousand three hundred and forty one only) consisting of 14,48,63,29,341 (One thousand four hundred forty eight crore sixty three lakh twenty nine thousand three hundred and forty one) equity shares, by way of cancelling the unissued

authorised preference share capital and reallocating the same to authorised equity share capital.

ii. Issued, subscribed and paid up share capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2024 is INR 8,81,97,83,744 /-(Indian rupees eight hundred eighty one crore ninety seven lakh eighty three thousand seven hundred and forty four only), divided into 8,81,97,83,744 (Eight hundred eighty one crore ninety seven lakh eighty three thousand seven hundred and forty four) equity shares having face value of INR 1/- (Indian rupee one) each ("Equity Shares").

Details of allotment of Equity Shares allotted by the Company are given below:

Sr. No.	Date of allotment of Equity Shares	Brief details	No. of Equity Shares
1	April 25, 2023	Allotment against exercise of options granted under Zomato Employee Stock Option Plan 2018 ("ESOP 2018")	78,72,500¹
2.	April 25, 2023	Allotment against exercise of options granted under Zomato Employee Stock Option Plan 2021 ("ESOP 2021")	1,78,04,766
3.	July 31, 2023	Allotment against exercise of options granted under ESOP 2018	48,03,900¹
4.	July 31, 2023	Allotment against exercise of options granted under ESOP 2021	2,04,55,279
5.	November 3, 2023	Allotment against exercise of options granted under ESOP 2018	30,95,400¹
6.	November 3, 2023	Allotment against exercise of options granted under ESOP 2021	10,02,78,384
7.	November 3, 2023	Allotment against exercise of options granted under Zomato Employee Stock Option Plan 2022 ("ESOP 2022")	30,95,664
8.	February 8, 2024	Allotment against exercise of options granted under ESOP 2018	1,67,36,600¹
9.	February 8, 2024	Allotment against exercise of options granted under ESOP 2021	9,01,40,771
10.	February 8, 2024	Allotment against exercise of options granted under ESOP 2022	19,90,710
	Total		26,62,73,974

¹ Equity Shares allotted against exercise of ESOPs under ESOP 2018 also includes Equity Shares allotted to the allottees/employees in the ratio of 6699:1, pursuant to the corporate action adjustment made under aforesaid scheme.

iii. Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

iv. Listing on stock exchanges

suspended on the Stock Exchanges during the financial year under review.

9. Directors and Key Managerial Personnel ("KMP")

i. Appointment/ re-appointment or resignation of director(s)

During the financial year under review, Sanjeev Bikhchandani (DIN: 00065640), Non-Executive Nominee Director, liable to retire by rotation was re-appointed by the shareholders in the 13^th AGM held on August 30, 2023.

Further, no director has resigned from the Board of the Company during the financial year under review.

ii. Appointment or resignation of KMP

During the financial year under review, there were no changes in the KMP(s).

iii. Declarations from independent director(s)

As on March 31, 2024, independent directors have confirmed that:

â¢ they meet the criteria of independence laid down under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations");

â¢ they have complied with the code for independent directors prescribed under Schedule IV to the Act;

â¢ they have registered themselves with the independent director''s databank maintained by the Indian Institute of Corporate Affairs; and

â¢ they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

iv. Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters

The nomination and remuneration policy ("NRC Policy") has been formulated in compliance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations to set out a framework for

the nomination, evaluation, and remuneration of directors and senior management personnel of the Company. The primary objective of the NRC Policy is to attract, recruit, retain, and incentivize the most qualified and skilled individuals available in the talent pool who can contribute to the long-term success of the Company. It also aims to ensure the Board is diversified and has an appropriate mix of executive, non-executive and independent directors with diverse backgrounds to maintain the independence of the Board and to separate its functions of governance and management.

During the financial year under review, the NRC Policy remained unchanged. The NRC Policy can be accessed at https://b.zmtcdn.com/data/file_assets/ d334ce29b2ed635dbd531d5c92fda1221625837674. pdf.

Details of the Board and committees'' composition, tenure of directors, areas of expertise and other relevant information have been disclosed in the corporate governance report forming part of this Annual Report.

We affirm that the remuneration paid to the directors is as per the terms laid out in the NRC Policy of the Company.

10. Number of meetings of Board

During the financial year under review, the Board met 6 (six) times. The maximum interval between any two meetings of the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the directors therein have been disclosed in the corporate governance report forming part of this Annual Report.

11. Board evaluation

In line with the requirements of the Act and SEBI Listing Regulations, nomination and remuneration committee ("NRC") and the Board have defined a process and identified the criteria which includes the Board composition and structure, effectiveness of Board processes, information and functioning, contribution of the individual director to the Board and committee meetings etc., for performance evaluation of the Board, committee, chairman and individual Board members including independent directors, through policy for evaluation of the performance of the Board.

The Company engaged Nasdaq Governance Solutions, a global leader in Board evaluations for review of the performance of the chairman, other non-independent directors, Board and committees by the directors for the financial year 2023-24. The process involved a questionnaire-based approach followed by independent one-on-one discussions with non-executive directors by the Nasdaq.

This comprehensive review delved into the nuanced dynamics of the Board, scrutinising aspects such as Board composition, strategic participation, quality of discourse, leadership efficacy, and overall organisational vitality.

The outcome of the overall evaluation was shared by Nasdaq to the Chair of NRC and further the same was shared with the NRC and the Board of the Company.

12. Committees of the Board

As on March 31, 2024, the Board has 6 (six) committees: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Investment Committee.

Further, during the financial year under review, the Initial Public Offer (IPO) Committee was dissolved w.e.f. May 19, 2023.

A detailed note on the composition of the committees and other mandatory details is provided in the corporate governance report forming part of this Annual Report.

13. Corporate Social Responsibility ("CSR") policy

The CSR policy outlines the Company''s philosophy, responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The brief outline of the CSR policy of the Company along with other mandatory details is annexed in Annexure - II.

14. Vigil mechanism and whistle blower policy

The Company is committed to conducting its business affairs with fairness and transparency, adhering to the highest standards of integrity, professionalism and ethical behavior. In line with this commitment, the Company has formulated a Vigil Mechanism and Whistle-Blower Policy ("Policy") in accordance with the provisions of the Act and Regulation 22 of SEBI Listing Regulations. This Policy aims to provide a platform and mechanism for employees, directors and other stakeholders to report unethical behavior, fraud or violations of the Company''s Code of Conduct, ethics and principles without fear of retaliation. It also ensures direct access to the Chairperson of the Audit Committee.

Reported concerns are thoroughly investigated by an independent fraud prevention committee and are reported to the Audit Committee on a quarterly basis. The Company affirms that, in compliance with the Policy, no personnel have been denied access to the Chairperson of the Audit Committee.

The Policy can be accessed at https://b. zmtcdn.com/investor-relations/ d0ee8ccbb36c72f7abd0380cea49c933_1716475054. pdf.

During the financial year under review, 73 complaints were reported, all of which were resolved in a timely manner. These complaints included issues such as suspicious reimbursements by employees, misuse of access rights, and other violations of the Company''s Code of Conduct. Appropriate actions, such as suspension, warning, or termination of employment, were taken in accordance with the Policy.

15. Risk management

i. Risk management policy:

At an organization level, we believe that our success depends on our ability to identify and leverage opportunities while managing risks effectively. Risk management has been an integral part of our Company''s strategy and a key pillar in achieving our long-term goals.

A Risk Management Committee ("RMC") has been set up by the Board to design, implement, and monitor the Company''s risk management strategies. The RMC ensures these procedures are effective, continuously monitored, and reviewed. Additionally, the Audit Committee provides oversight on financial risks and controls. Through our Risk Management Policy, strategic risks are identified, risk owners are assigned, and mitigation measures are defined. These risks are diligently tracked and reported to the RMC on a regular basis.

The risk management policy can be accessed at https://b.zmtcdn.com/investor-relations/ ff3961a12ba0b40f3c27a5b755a34b58_1684915561.pdf.

The Governance, Risk & Compliance team drives the risk management procedures within the organization. This involves the periodic identification, assessment, and prioritization of key operational, financial, strategic, and regulatory risks, followed by coordinated mitigation efforts. A risk register is maintained and regularly updated to ensure effective risk tracking and mitigation. This approach promotes transparency, minimizes adverse impacts on business objectives, and enhances the Company''s competitive advantage by identifying risk trends, exposures, and potential impacts at both the Company and business segment levels.

As a Company, we are committed to continuously strengthening our risk management systems and processes to keep pace with the rapidly changing business environment. Our framework supports decision-making at all levels of the enterprise

ii. Risk and concerns:

In line with the ERM exercise which was conducted for Zomato at a consolidated group level, below are the strategic risks which have been identified and may impact Zomato group in the long run:

â¢ Brand Reputation: Zomato may face loss of brand perception and reputation due to factors such as negative publicity or feedback on multiple platforms. These risks can arise from dissatisfied customers, incidents attracting unfavourable public attention, copyright infringement issues, intellectual property conflicts, unauthorized use of branding elements from other companies or artists, such as logos, or instances of plagiarism. Such occurrences can

significantly impact the overall perception of the brand, potentially leading to legal disputes and significant rebranding costs.

Zomato has comprehensive branding guidelines to ensure accurate and consistent branding and publicity across all channels. We have a dedicated public relations team which actively monitors and addresses negative publicity, tracking public sentiment and feedback across platforms. We strive to launch positive PR campaigns and marketing initiatives that highlight success stories, celebrate achievements aligned with our brand values, and encourage community involvement and betterment. By actively engaging with stakeholders through surveys and feedback forms, we try our best to understand concerns and preferences, and continuously try to improve our services.

These measures demonstrate Zomato''s commitment to maintaining brand integrity, proactively managing negative publicity, and protecting its intellectual property.

â¢ Customer Experience: Zomato as a group may face a loss of trust and brand reputation due to poor customer experiences, stemming from service unavailability, subpar service quality and inconsistent pricing, among other factors.

To enhance customer experience, Zomato conducts regular training for delivery partners, associates, and third-party workers on food handling and service quality. Company has dedicated support team to resolve customer grievances. Customer complaints regarding subpar service quality are communicated to restaurant partners and sellers to help them improve their services / products. In parallel, the Company also provides dedicated support services for restaurants and delivery partners at City and Central level where concerns of respective stakeholders are addressed and resolved. Further, Customers can provide reviews and ratings on the platform, visible to all users, and continuously support in improving our products and services.

By actively conducting training sessions, addressing customer grievances, ensuring price consistency, and responding to feedback, having dedicated support services Zomato is committed to delivering

exceptional customer experiences, maintaining brand trust, and continuously improving its services.

â¢ Technology: With evolving technology, Zomato can be exposed to cybersecurity risks, including ransomware attacks, phishing scams, denial-of-service (DoS) attacks, and other cyber threats. These incidents can lead to data breaches, service disruptions, and the loss of confidential or sensitive data, resulting in a loss of stakeholder trust, financial losses, regulatory fines, and a diminished market reputation. Additionally, app downtime, inadequate technology infrastructure to handle high traffic volumes, and challenges adapting to new technology could cause financial and reputational harm.

To manage these risks, Zomato has established dedicated teams and defined frameworks. Regular testing and maintenance are conducted to ensure the platforms resilience against such threats. The group has implemented advanced cybersecurity tools to bolster its technology infrastructure, adopting global best practices to secure its systems. Bug bounty programs and initiatives like Hackerthrone are utilized to identify security vulnerabilities. Periodic Cyber Security Assessments are conducted to ensure robust protection.

â¢ People Management: Ability to attract and retain top talent, along with succession challenges, may limit our ability to achieve business goals.

Zomato has implemented a robust succession planning policy for the Board and critical management positions. Additionally, we have an Equal Opportunity, Diversity, and Inclusion policy to cultivate a culture of diversity, equity, and inclusion. This policy aims to create and sustain an environment where everyone feels valued and respected. As part of these initiatives, group offers equal parental and period leaves, among other benefits, to support employee well-being. The Company also fosters a culture of mentorship to develop high-performing employees for future leadership roles, promoting both individual and organizational growth.

By prioritizing succession planning, fostering diversity and inclusion, and nurturing talent through mentorship and support programs, Zomato is committed to building a strong, inclusive workforce capable of driving success.

â¢ Business Strategy: Zomato faces the risk of revenue stagnation and hindered growth in the absence of a well-defined strategy for developing new products as well as for the expansion, closure, and scalability of stores and warehouses. This may lead to over-reliance on limited revenue sources, challenges in retaining and acquiring customers, and missed opportunities in exploring new markets and evolving trends.

Zomato is committed to enhancing stakeholder experience and driving long-term engagement through innovation. As a group, we continuously collect and act on feedback from stakeholders to refine our offerings. Rigorous testing is conducted before any feature or product is launched to ensure quality and reliability. Our business has diversified across multiple domains and has not restricted itself to food deliveries only. We have expanded to restaurant supplies (through Hyperpure), food carnivals (Zomaland), and quick commerce business (Blinkit), reducing dependence on a single revenue stream. We are continuously launching new products such as Homely Meals, Veg-Only option, Intercity deliveries to align with evolving customer preferences. For Quick Commerce, we are expanding to new cities and introducing new products to meet customer demands.

By fostering innovation, diversifying our business, and aligning with customer needs, Zomato is dedicated to overcoming growth challenges by having a clear business strategy.

â¢ Competition: Zomato may face negative impact on business, revenue and growth due to new entrants in the market or increased competition from existing competitors providing similar services.

Zomato manages its business with agility and resilience, ensuring continuous competitive growth. Zomato has strategically diversified its business portfolio in businesses such as Quick Commerce, Restaurant supplies and Zomato live. Additionally, Zomato continuously invests in research and development to innovate its products and services based on customer feedback. As an organisation, Zomato is deeply committed to providing exceptional customer service, fostering strong stakeholder relationships, and promoting retention and repeat business. As a group, we keep harnessing our

execution capabilities through differentiated products, effective marketing and promotional activities and improved operational efficiencies.

16. Auditors and auditors'' reports

i. Statutory Auditors

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

ii. Secretarial Auditors

M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) were appointed as Secretarial Auditors of the Company for the financial year ended on March 31,2024. The secretarial audit report issued by the Secretarial Auditors does not contain any qualification or reservation or observation or adverse remark and is annexed as Annexure - III A.

Further, M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), also acted as Secretarial Auditors for Zomato Hyperpure Private Limited ("ZHPL"), material unlisted subsidiary of the Company for the financial year ended on March 31, 2024. The secretarial audit report of ZHPL is annexed as Annexure - III B.

The Company has submitted the annual secretarial compliance report with BSE and NSE in

compliance of Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://b.zmtcdn.com/investor-relations/ af03c6a34ee4779c4c4157dc1fbc5836_1715582621.pdf.

iii. Internal auditor

Deepak Ahluwalia, Chartered Accountant, Head of Governance, Risk & Compliance for the Company, has been appointed as the Internal Auditor in accordance with the provisions of Section 138 of the Act.

He is assigned to provide governance over internal audit, ensure implementation of robust internal controls and enhance the Company''s systems and processes. He is supported in the discharge of his duties by firms of Chartered Accountants, collectively providing comprehensive governance and compliance assurance.

The findings from audits and control testing are presented to the Audit Committee on a quarterly basis for their review and action.

17. Internal financial controls and their adequacy

Internal financial controls are an integral part of the Company''s risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business. This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Company''s business. Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes.

Assurance to the Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

18. Human resources

As on March 31, 2024, the permanent employees on the rolls of the Company were 3,988 (Three thousand nine hundred and eighty eight). The Company''s employees have always been one of the key stakeholders. We are committed to hiring and retaining the best talent. We focus on promoting a collaborative, transparent, participative organization culture and rewarding merit and sustained high performance.

19. Disclosure regarding employee stock options plans

As on financial year ended on March 31, 2024, the Company has four employees stock option plan ("ESOP Schemes") namely:

i) Foodie Bay Employee Stock Option Plan 2014 ("ESOP 2014");

ii) Zomato Employee Stock Option Plan 2018;

iii) Zomato Employee Stock Option Plan 2021; and

iv) Zomato Employee Stock Option Plan 2022.

Subsequently, the Company formulated Zomato Employee Stock Option Plan 2024 ("ESOP 2024") pursuant to the resolution passed by the shareholders on June 29, 2024 through postal ballot.

In accordance with the terms of ESOP Schemes, options may be granted to employees of the Company and its subsidiaries which gives them rights to receive equity share of the Company having face value of INR 1/- (Indian rupee one) each on vesting. The Company confirms that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and there is no change in the ESOP Schemes of the Company during the financial year under review.

Further, the details as required to be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at https://b.zmtcdn.com/investor-relations/esopdisclosurefy2024.pdf and details for ESOP Schemes of the Company also forms part of the notes to accounts of the financial statements.

The Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2014, ESOP 2018, ESOP 2021 and ESOP 2022 have been implemented in accordance with the SEBI ESOP Regulations and the resolutions passed by the shareholders of the Company. The said certificates will be made available for inspection by the members electronically during the AGM of the Company.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment in the workplace and has adopted a gender-neutral policy on the Prevention of Sexual Harassment, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the accompanying Rules. The Company has established a framework for employees to report cases of sexual harassment while ensuring complete confidentiality.

The policy can be accessed at https://b. zmtcdn.com/investor-relations/deec 32540a09b9436c2d2a877d814f03_1684910352.pdf.

To uphold this commitment, the Company has constituted an Internal Complaints Committee ("ICC") under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC comprises diverse members with relevant experience, dedicated to thoroughly investigating each case and making informed decisions. The ICC''s role extends beyond addressing complaints; it also includes proactive measures for the prevention and prohibition of sexual harassment through regular training and periodic communications to educate and raise awareness.

Details of complaints received and resolved during the financial year under review by the ICC are given below

Number of complaints filed during the financial year	3
Number of complaints disposed of during the financial year	3
Number of complaints pending as at the end of the financial year	0

21. Conservation of energy, technology absorption, and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required to be disclosed under Section 134 of Act are as under:

i. Conservation of energy

The Company is committed towards conservation of energy and climate, which is reaffirmed in our actions and our environmental policy which is also available on the website of the Company. Zomato continuously strives to reduce the environmental impact of its operations and lower its carbon footprint. It focuses on improving energy efficiency and improving waste management to reduce the overall environment footprint.

During the financial year under review, various initiatives / steps were taken to improve energy conservation and reduce carbon targets such as:

â¢ We continue to prioritize the use of LED lights and LED monitors in our corporate offices, stores / warehouses. This initiative not only reduces energy consumption but also underscores our dedication to energy-efficient infrastructure.

â¢ We are dedicated to the rationalization and optimal utilization of electrical equipment usage, including air-conditioning systems, office illumination, and beverage dispensers. This ensures we minimize energy waste and maximize efficiency in our operations.

â¢ We are helping our delivery partners in adoption or shifting to EV vehicles by connecting them with the respective vendors and providing them the option to deduct the rental amount from their payout. This further supports our target to move towards 100% EV based deliveries by 2030.

Through these impactful initiatives, we are making substantial strides in energy conservation and carbon reduction, setting a benchmark for sustainability and environmental responsibility.

The details as required under Section 134 of the Act are given hereunder:

S. No.	Particulars	Details
(i)	the steps taken or impact on	As mentioned
	conservation of energy	above
(ii)	the steps taken by the Company for utilising alternate sources of energy	Nil
(iii)	the capital investment on energy conservation equipments	Nil

ii. Technology absorption

Zomato is a technology-first organization, harnessing the power of artificial intelligence, machine learning, and advanced data science to continuously drive innovation for our key stakeholders. We are committed to using technology to transform every aspect of our business, ensuring a seamless and exceptional experience for all stakeholders.

Investing in cutting-edge technology infrastructure is a cornerstone of our dedication to delivering a top-tier customer experience. Our products are highly personalized, intuitive, user-friendly, and visually appealing, designed to foster high engagement with our customers.

Below are some of the initiatives which have been taken in the past year driving innovation and technology adoption -

â¢ âRecipe Rover" feature was introduced on the Blinkit platform that leverages advanced AI technology to elevate the customer experience. It is powered by a ChatGPT and Midjourney-powered engine and offers tailored recipe suggestions for customers'' favorite dishes. Furthermore, it provides realtime recommendations for ingredients required for preparation, seamlessly integrated within the Blinkit platform, enabling customers to easily find and purchase them.

â¢ Zomato introduced an Augmented Reality (AR) menu feature on the Zomato food delivery platform, enabling customers to preview their food directly on their tables via their smartphones before delivery. Leveraging the power of Augmented Reality, this

advancement provides an enriched and immersive ordering experience, transforming every meal into an opportunity for exploration and connection.

â¢ Zomato introduced Dish Magic, empowering restaurant partners to craft picture-perfect menus for a delightful ordering and delivery experience. The AI-powered model not only generates backgrounds but also enhances images by fixing zooming inconsistencies, adjusting color balance, and upscaling to higher resolutions. This technology ensures professional-quality food pictures accessible to all our partners nationwide, enhancing visual appeal at no extra cost.

â¢ Weather Stations: Zomato launched India''s first crowd-supported weather infrastructure, providing key weather parameters such as temperature, humidity, wind speed, and rainfall. This network consists of on-ground weather stations across 60 cities in India. Institutions and companies can access this data for free through an API (Application Programming Interface). As part of the Zomato Giveback initiative, we have opened up access to this data for the public good and the greater benefit of our economy.

The details as required under Section 134 of the Act are given hereunder:

Sr. No.	Particulars	Category
(i)	Efforts made for technology absorption	As mentioned above
(ii)	Benefits derived like product improvement, cost reduction, product development or import substitution	As mentioned above
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	a) Details of technology imported	NIL
	b) Year of import	NIL
	c) Whether imported technology fully absorbed	NIL
	d) If not fully absorbed, areas where absorption of imported technology has not taken place and the reasons thereof	NIL
(iv)	The expenditure incurred on research and development	NIL

iii. Foreign exchange earnings and outgo

Particulars	(INR crore)
Foreign exchange earned	42
Foreign exchange outgo	87

Foreign exchange earnings and outgo are on an accrual basis.

22.Statutory disclosures

i. Details in respect of frauds reported by auditors

ii. Requirements for maintenance of cost records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. Annual return

The annual return of the Company as on the financial year ended on March 31, 2024 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at www.zomato.com.

iv. Material changes and commitments, if any

No material changes and commitments have occurred after the closure of the financial year March 31, 2024 till the date of this report, which affect the financial position of the Company.

v. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

vi. Management discussion and analysis report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, management discussion and analysis report is set out as a separate section under this Annual Report.

vii. Business Responsibility and Sustainability Report ("BRSR")

SEBI vide its circular no. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, made BRSR mandatory for the top 1,000 (one thousand) listed companies (by market capitalisation) w.e.f. financial year 2022-23. The BRSR maps the sustainability performance of the Company against the principles forming part of the National Guidelines on Responsible Business Conduct (NGRBC).

SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-2/P/ CIR/2023/122 dated July 12, 2023, revised the format of BRSR to incorporate BRSR core which is a subset of the BRSR consisting of a set of Key Performance Indicators (KPIs) under nine ESG attributes. These BRSR Core KPIs are subject to mandatory reasonable assurance by an independent assurance provider. In accordance with this requirement, the Company has appointed Deloitte Haskins & Sells LLP as the assurance provider. In compliance with Regulation 34 of the SEBI Listing Regulations, the BRSR is set out as a separate section under this Annual Report.

viii. Corporate governance report

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. Report on corporate governance under the SEBI Listing Regulations is set out as a separate section under this Annual Report.

ix. Transactions with related parties

The policy on dealing with related party transactions ("RPT Policy") formulated by the Board can be accessed at https://b.zmtcdn.com/investor-relations/ ad6fe87b868944e29bb187fd8a22b53e_1719994084. pdf.

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review in terms of Section 188 of the Act,

all transactions entered into by the Company with its related parties were on arm''s length basis and ordinary course of business. Hence, disclosure under the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposits from public and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

xi. Particulars of loan and advances, guarantees and investments

xii. Downstream investment

The Company being a foreign owned or controlled company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Nondebt Instruments) Rules, 2019 ("NDI Rules") for the downstream investment made in other Indian entities. The Company has obtained a certificate, confirming compliance with FEMA read with the NDI Rules from M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), Statutory Auditors of the Company.

xiii. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application is made or proceeding is pending, by or against the Company under the Insolvency and Bankruptcy Code, 2016.

xiv. Compliance with Secretarial Standards

xv. Revision of financial statements and Board Report

During the financial year under review, there were no revision in the financial statements and Board Report of the Company.

xvi. Other disclosures

23. Directors responsibility statement

In accordance with the provisions of Section 134 of the Act, directors to the best of their knowledge and belief confirm and state that:

a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year March 31, 2024 and of the profit of the Company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

Acknowledgments

We look forward to their continuous support in the future.

For and on behalf of the Board Zomato Limited

Sd/- Sd/-

Deepinder Goyal Kaushik Dutta

Managing Director & Chief Executive Officer Chairman & Independent Director

DIN:02613583 DIN:03328890

Date: August 1, 2024 Date: August 1, 2024

Place: Gurugram Place: Gurugram

Mar 31, 2023

Board Report

Dear Members,

The Board of Directors ("Board") hereby submits the report on the business and operations of Zomato Limited
("the Company") along with audited financial statements of the Company for the financial year ended on
March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

1. Financial highlights

The highlights on the Company''s financial statements on a standalone and consolidated basis are summarised
below:

Particulars	Standalone		Consolidated
	For the financial year ended on March 31
	2023	2022	2023	2022
Total income	55,069	41,085	77,609	46,873
Less: Total expenses	53,897	53,773	87,753	62,055
Add: Exceptional items	-	1,710	1	2,974
Add: Share of profit of an associate and joint venture	-	-	(3)	3
Profit/(loss) before tax	1,172	(10,978)	(10,146)	(12,205)
Tax expenses	3	2	(436)	20
Profit/(loss) for the year	1,169	(10,980)	(9,710)	(12,225)
Other comprehensive income/(loss):
1) Items that will not be reclassified to profit or (loss) in subsequent periods:
a. Remeasurements of the defined benefit plans	16	(85)	39	(96)
b. Equity instruments through other comprehensive income	(1,113)	96	(1,113)	96
2) Items that will be reclassified to profit or (loss) in subsequent periods
a. Exchange differences on translation of foreign operations	85	22	88	22
b. Debt instruments through other comprehensive income	1	-	1	-
Total comprehensive income/ (loss) for the year	158	(10,947)	(10,695)	(12,203)

2. State of the Company''s affairs

The consolidated financial statements of the
Company include the performance of its subsidiaries
and associates and depicts the comprehensive
performance of the group.

The standalone financial statements of the Company
reflect the performance of the Company on a
standalone basis. The financial statements for the
financial year ended on March 31, 2023 and March 31,
2022 have been prepared in accordance with Indian
Accounting Standards (IndAS) as prescribed under

the Companies Act, 2013 read with rules framed
thereunder ("Act") and other accounting principles
generally accepted in India.

During the financial year under review, on a standalone
basis, the total income has increased from INR
41,085 Mn to INR 55,069 Mn and the total expenses
have increased from INR 53,773 Mn to INR 53,897
Mn as compared to the previous financial year. The
Company has made a profit after tax of INR 1,169 Mn
as compared to the previous financial year loss after
tax of INR 10,980 Mn.

During the financial year under review, on a
consolidated basis, the total income has increased
from INR 46,873 Mn to INR 77,609 Mn and the total
expenses have increased from INR 62,055 Mn to INR
87,753 Mn as compared to the previous financial year.
The Company has incurred a loss after tax of INR 9,710
Mn as compared to the previous financial year loss
after tax of INR 12,225 Mn.

3. Subsidiary(ies), associate
company(ies) and joint venture(s)

During the financial year under review, pursuant
to acquisition of 33,018 (thirty three thousand and
eighteen) equity shares of Blink Commerce Private
Limited ("BCPL") by the Company, BCPL became a
wholly owned subsidiary of the Company.

Further, Zomato Media WLL, joint venture of the
Company located in Qatar was liquidated on Octobe
25, 2022 and Zomato Ireland Limited - Jordar
step down subsidiary of the Company located i
Jordan was liquidated on March 12, 2023.

As on March 31, 2023, the Company has 16 (sixteen)
direct subsidiaries and 12 (twelve) step down
subsidiaries and 1 (one) associate company.

In accordance with Section 129 of the Act, a
statement containing the salient features of the
financial statements of the subsidiaries and associate
company is annexed in Form AOC-1 as Annexure-I to
this Board Report.

In accordance with Section 136 of the Act, the
audited financial statements, including the
consolidated financial statements and related
information of the Company and accounts of its

subsidiaries, are available on the website of the
Company at www.zomato.com

4. Change in nature of business

There has been no change in the nature of business of
the Company during the financial under review.

5. Dividend

During the financial year under review, the Board
has not recommended any dividend. The dividend
distribution policy of the Company can be accessed
at https://b.zmtcdn.com/investor-relations/0e4c2a2
14b341cff8c0afde09f161815_1685079747.pdf

6. Amounts transferred to reserves

The Company has not transferred any amount to
general reserves during the financial year under
review.

7. Transfer to investor education and
protection fund

The Company was not required to transfer any funds
to the investor education and protection fund as per
the provisions of Section 125 of the Act during the
financial year under review.

8. Capital structure

i. Authorised share capital

The Company has not made any change to the
authorised share capital of the Company during the
financial year under review. However, the Company is
proposing to reclassify the authorised share capital by
cancelling the unissued authorised preference share
capital of the Company and reallocating the same to
authorised equity share capital in the ensuing Annual
General Meeting ("AGM").

ii. Issued, subscribed and paid up share
capital

The issued, subscribed and paid up share capital
of the Company as on March 31, 2023 is INR
8,553,509,770/- (Indian rupees eight hundred
fifty five crores thirty five lakhs nine thousand
seven hundred and seventy only), divided into
8,553,509,770 (eight hundred fifty five crores thirty
five lakhs nine thousand seven hundred and seventy)
equity shares of INR 1/- (Indian rupee one) each.

iii. Equity shares with differential rights and
sweat equity shares

The Company has neither issued equity shares with
differential rights as to dividend, voting or otherwise
nor issued sweat equity shares during the financial
year under review.

iv. Listing on stock exchanges

The Company''s equity shares are listed on BSE Limited
("BSE") and the National Stock Exchange of India
Limited ("NSE") (collectively referred to as ("Stock
Exchanges"). Further, trading in the Company''s
shares was not suspended during the financial year
under review.

9. Directors and Key Managerial Personnel
("KMP")

i. Appointment / resignation of director(s)

Mr. Sanjeev Bikhchandani (DIN: 00065640),
Non-Executive and Nominee Director, who retired by
rotation during the financial year under review was
re-appointed by the shareholders in the AGM held on
August 30, 2022.

Given that Mr. Douglas Feagin (DIN: 07868696),
Non-Executive and Nominee Director, resigned
from the Company w.e.f February 9, 2023,
Mr. Sanjeev Bikhchandani (DIN: 00065640) will again
be liable to retire by rotation in the ensuing AGM.
A resolution seeking approval of the shareholders
for his re-appointment forms part of the notice of
the AGM.

ii. Appointment / resignation of KMP

During the financial year under review, there were no
appointments/resignations of the KMP(s).

iii. Declarations from independent director(s)

Independent directors have confirmed that:

â¢ they meet the criteria of independence laid down
under the Act and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations");

â¢ they have complied with the code for independent
directors prescribed under Schedule IV to the
Act;

â¢ they have registered themselves with the
independent director''s database maintained by
the Indian Institute of Corporate Affairs;

â¢ they are not aware of any circumstance or
situation, which exists or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties.

iv. Company''s policy on directors''
appointment and remuneration including
criteria for determining qualifications,
positive attributes, independence of a
director and other matters

The Nomination and Remuneration Policy ("NRC
Policy") is intended to set out a framework for

nomination, evaluation and remuneration of directors
and senior management personnel of the Company.
The NRC Policy also reflects the remuneration
philosophy and principles of the Company and
considers the pay and employment conditions
with peers / competitive market to ensure that pay
structures are appropriately aligned. The primary
objective of NRC Policy is to attract, recruit, retain,
and incentivise the most qualified and skilled
individuals available in the talent pool.

Throughout the financial year under review, the NRC
Policy remained unchanged and no amendments were
introduced. The NRC Policy of the Company can be
accessed at https://b.zmtcdn.com/data/file_assets/
d334ce29b2ed635dbd531d5c92fda1221625837674.
pdf

10. Number of Board meetings

During the financial year under review, the Board
met 8 (eight) times. The maximum interval between
any two meetings of the Board did not exceed 120
days. Details of the meetings of the Board along with
the attendance of the directors therein have been
disclosed in the corporate governance report forming
part of this Annual Report.

11. Board evaluation

In line with the requirements of the Act and SEBI
Listing Regulations, NRC and the Board have defined
a process and identified the criteria for performance
evaluation of the Board, committee, chairman and
individual board members including independent
directors, through policy for evaluation of the
performance of the Board which includes the Board
composition and structure, effectiveness of Board
processes, information and functioning, contribution
of the individual director to the Board and committee
meetings etc.

The Board had engaged Nasdaq Corporate Solutions
International Limited" ("Nasdaq"), to conduct the
Board evaluation for the financial year ended on March
31, 2023. The process included various techniques
such as questionnaires, one-on-one discussions,
etc. The aggregated feedback report followed by
composite board evaluation report incorporating
SWOT analysis, highlights and action points and
other relevant sections has been submitted to the
Chairperson of the NRC and also placed before the

Board. The Board considered and took note of the
same.

12. Committees of the Board

As on March 31, 2023, the Board had 7 (seven)
committees: the Audit Committee, the Nomination
and Remuneration Committee, the Risk Management
Committee, the Stakeholders Relationship
Committee, the Corporate Social Responsibility
Committee, the Initial Public Offer (IPO) Committee
and the Investment Committee. A detailed note on the
composition of the committees and other mandatory
details is provided in the corporate governance report
forming part of this Annual Report.

13. Corporate Social Responsibility
("CSR") policy

The Company has a CSR policy which has been
approved by the Board, outlines the Company''s
philosophy and responsibility and lays down the
guidelines and mechanism for undertaking socially
impactful programs towards welfare and sustainable
development of the community around the area of
its operations. The brief outline of the CSR policy of
the Company along with other mandatory details is
annexed in Annexure - II of this report.

14. Vigil mechanism and whistle blower
policy

The Company has in place vigil mechanism and
whistle blower policy and has established the
necessary procedures for directors and employees
in confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report
concerns about unethical behavior and also provides
for direct access to the Chairperson of the Audit
Committee in exceptional cases.

During the financial year under review,
44 (forty four) complaints were reported, all
complaints were resolved in a timely manner.
These complaints were of the nature of suspicious
reimbursements by employees, misuse of access
rights and other violations of code of conduct of the
Company. Appropriate action such as suspension /
warning / termination of employment was done in
accordance with the vigil mechanism and whistle
blower policy.

15. Risk management

i. Risk management policy:

The Board has formulated a Risk Management
Committee ("RMC") to frame, implement and monitor
the risk management procedures for the Company.
RMC is responsible for monitoring and reviewing
the risk management procedures and ensuring its
effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls.
Strategic risks impacting the organization are
identified through an Enterprise Risk Management
exercise, which includes identifying risk owners and
their mitigation measures. These risks are closely
monitored & tracked and results are reported to the
RMC on a periodic basis.

Additionally, risk management procedures are driven
by the Governance, Risk & Compliance team within the
organisation. These include periodic identification,
assessment and prioritisation of key operational,
financial, strategic and regulatory risks followed by
coordinated efforts to mitigate these. A risk register
is being maintained and periodically updated to make
sure that risks are tracked and mitigated effectively.

ii. Risk and concerns

Key risks identified for Zomato on a standalone basis -
1. Brand reputation

Zomato may face a loss of brand perception and
reputation due to several factors, including negative
publicity or feedback on various platforms. This
can be a result of dissatisfied customers, incidents
that generate unfavourable public attention, due to
copyright infringement related matters, intellectual
property conflicts, or plagiarism among others and
may have an impact on overall brand perception.

Zomato has implemented a set of branding guidelines
to ensure accurate and consistent branding and
publicity across all channels. To monitor and address
negative publicity across platforms, Zomato has
a dedicated public relations team which tracks
and monitors public sentiment and feedback.
Through these measures, Zomato demonstrates
its commitment to maintaining the integrity of its
brand, proactively managing negative publicity, and
protecting its intellectual property.

2. Customer experience

Customer experience on the Zomato platform
may be impacted due to multiple factors including
non availability or delay of services in certain
situations, inadequate quality of service provided by
merchant / restaurant partner or delivery partners
and inconsistent pricing, amongst others. In order
to enhance the customer experience, customer
complaints related to the quality of items are
conveyed to the merchant / restaurant partner.
Customers also have the option to provide reviews
and ratings for restaurant partners on the platform
which are visible to everyone logging on to the Zomato
app. Periodic training is also conducted for delivery
partners to improve overall delivery experience for
our customers.

3. Technology

Services on the Zomato platform may be disrupted
due to various factors, including app downtime,
inadequate technology infrastructure to handle high
traffic volumes, inability to adapt to changes and
cyber security threats. In order to manage these
risks, the Company has dedicated teams and defined
frameworks in place. Regular testing and maintenance
is also conducted to assess the effectiveness and
readiness of our app against such risks. The Company
has also implemented cyber security tools to further
strengthen its technology infrastructure.

4. Stakeholder management

We may not be able to fully manage expectations of
some of our stakeholders including grievances of
key stakeholders, such as customers, merchants,
and delivery partners. Customer preferences are
dynamic in nature and failure in keeping up with
these emerging trends can result in loss of trust or
dissatisfaction which may have a negative impact
on the Company. To address grievances effectively,
Zomato has dedicated tools and teams in place. These
resources track, monitor, and resolve complaints
across various communication channels including
real-time chat / call support through the Zomato app.
For unresolved issues, stakeholders can directly write
to us through designated email addresses which are
available on the Zomato website. Additionally, Zomato
offers an SOS Help Desk service which provides
immediate assistance to delivery partners in case of
emergencies.

5. People management

Ability to attract, retain top talent and succession
challenges may limit our ability to achieve operational
targets. In order to mitigate these risks, Zomato
has documented a policy on succession planning
for the Board and critical management positions.
Zomato has also developed an Equal Opportunity,
Diversity, and Inclusion policy to promote a culture
of diversity, equity and inclusion. This policy aims to
foster, nurture, and sustain a diverse and inclusive
environment within the organization. As part of these
efforts, Zomato has introduced various initiatives,
including equal parental leaves and period leaves,
among others.

6. Product innovation

Lack of product innovation can result in Zomato''s
offerings becoming less relevant compared to
other market players as customer preferences
are dynamic in nature and keep on evolving. This
can lead to a negative impact on the Company. We
remain committed to enhancing overall stakeholder
experience with a focus on driving long-term
engagement through innovation. Zomato continuously
collects feedback from various stakeholders to
improve its offerings. Zomato also has a process in
place to ensure testing is done before any feature /
product is rolled out to our customers.

16. Auditors and auditors'' reports

i. Statutory auditor

M/s. Deloitte Haskins & Sells, Chartered Accountants,
(FRN: 015125N), are appointed as the Statutory
Auditors of the Company for a term of 5 (five)
consecutive years to hold office from the conclusion
of the 10^th AGM till the conclusion of the 15^th AGM.

M/s. Deloitte Haskins & Sells, Chartered Accountants,
Statutory Auditors have confirmed that:

a. their appointment is within the limit prescribed
under the Section 141 of the Act;

b. they are not disqualified from continuing as
Statutory Auditors under the Section 141 of the
Act; and

c. they hold a valid certificate issued by the peer
review board of the Institute of Chartered
Accountants of India.

The Statutory Auditors have given unmodified opinion
on the audited financial statements (standalone and
consolidated) of the Company for the financial year
ended on March 31, 2023, which forms part of this
annual report. The Statutory Auditors have not given
any qualification or reservation or adverse remark or
disclaimer in its report.

ii. Secretarial auditor

M/s. Chandrasekaran Associates, Company
Secretaries, (FRN: P1988DE002500) were
appointed as Secretarial Auditor of the Company
for the financial year ended on March 31, 2023
as per provisions of Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations. The
secretarial audit report of the Company annexed as
Annexure - III A issued by the Secretarial Auditor
does not contain any qualification, reservation,
observation or adverse remark.

M/s. Chandrasekaran Associates, Company
Secretaries, (FRN: P1988DE002500), also acted as
Secretarial Auditor for Zomato Hyperpure Private
Limited, (Formerly known as Zomato Internet
Private Limited), material unlisted subsidiary of the
Company (" ZHPL") for the financial year ended on
March 31, 2023 as per Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations.
The secretarial audit report of ZHPL annexed as
Annexure - III B.

The Company has submitted the secretarial
compliance report with BSE and NSE in compliance
of Regulation 24A of the SEBI Listing Regulations
and the same can be accessed on the website of
the Company at https://b.zmtcdn.com/investor-
relations/8bb3f492933cc8841241511e5f324f
6b_1685618459.pdf

iii. Internal auditor

Mr. Deepak Ahluwalia, Chartered Accountant,
head of Governance, Risk & Compliance of the
Company is appointed as Internal Auditor of
the Company. He has been assigned to provide
governance over internal audit and controls, systems
and processes within the Company. He is supported
in discharge of his duties by firms of chartered
accountants.

17. Internal financial controls and their
adequacy

Internal financial controls are an integral part of the
risk & governance framework of the Company that
address financial and operational risks impacting
the organisation. The internal financial controls have
been documented, automated wherever possible and
embedded in the respective business processes.
Assurance to the Board on the effectiveness of
internal financial controls is obtained through 3 lines
of defence which include: a) Management reviews and
self-assessment; b) Continuous controls monitoring
by the Governance, Risk and Compliance Function
and c) Independent design and operational testing
by the Statutory Auditor. Based on the framework
of internal financial controls for financial reporting
and compliance systems established and maintained
by the Company, work performed by the internal,
statutory and secretarial auditor and the reviews
performed by the management and the relevant
Board committees, including the Audit Committee,
the Company is of the opinion that the internal
financial controls were adequate and effective during
the financial year under review.

18. Human resources

As on March 31, 2023, the permanent employees on
the rolls of the Company were 3,440 (three thousand
four hundred and forty). The Company''s employees
have always been one of the key stakeholders. We
are committed to hiring and retaining the best talent.
We focus on promoting a collaborative, transparent
and participative organization culture and rewarding
merit and sustained high performance.

Disclosures with respect to the remuneration of
directors and employees as required under Section
197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as "Annexure - IV"
to this report.

In terms of Section 136 of the Act, this Report and
financial statements of the Company are being
sent to the shareholders excluding information
on details of employee remuneration as required
under provisions of Section 197 of the Act and
Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Any shareholder interested in obtaining the copy

of the aforesaid information, may send an email to
the Company Secretary and Compliance Officer at
[email protected].

19. Disclosure regarding employee stock
options plans

During the financial year under review, the Company
had formulated Zomato Employee Stock Option Plan
2022 (" ESOP 2022") pursuant to the resolution passed
by the shareholders on July 25, 2022.

As on financial year ended on March 31, 2023, the
Company has four Employee''s Stock Option Plans
namely i) Foodie Bay Employee Stock Option Plan 2014
("ESOP 2014"), ii) Zomato Employee Stock Option Plan
2018, iii) Zomato Employee Stock Option Plan 2021
and iv) Zomato Employee Stock Option Plan 2022.

In accordance with the terms of the aforesaid
schemes, options may be granted to employees of the
Company and subsidiaries which gives them rights
to receive equity shares of the Company having face
value of INR 1/- (Indian rupee one) each on vesting.
The Company confirms that the ESOP Schemes are in
compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI ESOP Regulations").

Further, details for employee stock options plans of
the Company also form part of the notes to accounts
of the financial statements. The details as required
to be disclosed under Regulation 14 of the SEBI ESOP
Regulations can be accessed at https://b.zmtcdn.
com/investor-relations/esopdisclosurefy2023.pdf.

The Company has obtained certificate(s) from
Secretarial Auditor confirming that ESOP 2014,
ESOP 2018, ESOP 2021 and ESOP 2022 have been
implemented in accordance with the SEBI ESOP
Regulations. The said certificate(s) will be made
available for inspection by the members electronically
during business hours till ensuing AGM of the Company.

20. Disclosure under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013

The Company has adopted zero tolerance for sexual
harassment at the workplace and has formulated a
policy on prevention, prohibition, & redressal of sexual

harassment ("POSH") and complies with all provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the rules thereunder. The Company has also
constituted an Internal Complaints Committee (" ICC")
for timely and impartial resolution to complaints of
sexual harassment in line with the above provisions.

The summary of POSH training and initiatives taken
during the financial year under review is given below:

â¢ Annual training of all the ICC members;

â¢ Periodic communication on the POSH
policy to employees via messaging, emails and
posters; and

â¢ Mandatory session on POSH for all new joiners.

Details of complaints received and resolved during
the financial year under review by the ICC is given
below:

Number of complaints filed during the financial year	4
Number of complaints disposed of during the financial year	4
Number of complaints pending as at the end of the financial year	0

21. Conservation of energy, technology
absorption, foreign exchange earnings
and outgo

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under Section
134 of Act are as under:

i. Conservation of energy

In view of the nature of activities that are being carried
on by the Company, the provisions of the Companies
(Accounts) Rules, 2014 concerning conservation of
energy are not applicable. However, every effort is
made to ensure that energy efficient equipment is
used to avoid wastage and conserve energy, as far
as possible. The Company is committed towards
conservation of energy and climate action which is
reaffirmed in its environmental policy which is also
available on the website of the Company. The Company
continuously strives to reduce the environmental

impact of its operations and lower its carbon footprint.
It focuses on improving energy efficiency and
improving waste management to reduce the overall
environment footprint.

Steps taken to improve energy conservation -

â¢ Usage of LED lights and LED monitors in its
Corporate offices;

â¢ Regular monitoring of temperature inside the
buildings and controlling the air-conditioning
systems; and

â¢ Rationalization of usage of electrical equipment:
air-conditioning system, office illumination,
beverage dispensers etc.

The Company has converted all its electricity
purchases to 100% renewable by purchasing
International Renewable Energy Certificates
equivalent to its total electricity consumption for
financial year ended on March 31, 2023.

ii. Technology absorption

The Company believes in leveraging technology
to transform every dimension of its business.
Investments in technology infrastructure is an
important element of the Company''s commitment
to delivering a seamless customer experience. The
Company is a technology first organisation leveraging
artificial intelligence, machine learning and deep
data science to continuously drive innovations
on our platform for our community of customers,
delivery partners and restaurant partners. Our
products are highly personalised, intuitive, simple
to use, visually appealing and are designed to
drive high engagement with our customers.
The Company enables restaurant partners with
fully automated order management systems. These
systems offer dashboards that have features such
as, order transmission, order processing, menu
synchronisation, payment reconciliation, content
promotion, marketing tools and invoice management
features.

The Company has automated the process of on
boarding of delivery partners via Aadhaar based
verification through Digilocker for enhanced quality
and impersonation checks. Further, the Company
has implemented Application Programming Interface

(API) based checks to validate regulatory licenses
(wherever possible). For improving logistics for
end consumers during rains the Company has
installed automatic weather stations in a few cities

(Delhi NCR, Bangalore and Chennai) for better rain
predictability and better visibility to customers on
the application.

Sr. No. Particulars

(i)	Efforts made for technology absorption	As mentioned above
(ii)	Benefits derived like product improvement, cost reduction, product development or import substitution	As mentioned above
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	a) Details of technology imported, if any	NIL
	b) Year of import	NIL
	c) Whether imported technology fully absorbed	NIL
	d) If not fully absorbed, areas where absorption of imported technology has not taken place, if any	NIL
(iv)	The expenditure incurred on research and development	NIL

22. Statutory disclosures

i. Details in respect of frauds reported by
auditors

During the financial year under review, M/s Deloitte
Haskins & Sells, Statutory Auditors have not reported
any instances of frauds committed in the Company
by its officers or employees to the audit committee
under section 143 of the Act.

ii. Requirements for maintenance of cost
records

During the financial year under review, requirement
for maintenance of cost records as specified by
Central Government under Section 148 of the Act is
not applicable on the Company.

iii. Annual return

The annual return of the Company as on the financial
year ended on March 31, 2023 in terms of Section
92 and Section 134 of the Act read with rules made
thereunder is available on the website of the Company
at www.zomato.com.

iv. Material changes and commitments, if any

No material changes and commitments have occurred
after the closure of the financial year March 31, 2023
till the date of this report, which affect the financial
position of the Company.

v. Details of significant and material orders
passed by the regulators or courts or
tribunals impacting the going concern status
and Company''s operations in Future

No significant and material order has been passed by
the regulators or courts or tribunals impacting the
going concern status and Company''s operations in
future.

vi. Management discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI
Listing Regulations, management discussion and
analysis is set out as a separate section under this
Annual Report.

vii. Business Responsibility Report and
Sustainability Report ("BRSR")

SEBI, vide its circular dated May 10, 2021, made
BRSR mandatory for the top 1,000 (one thousand)
listed companies (by market capitalisation). The
BRSR maps the sustainability performance of the
Company against the principles forming part of the
National Guidelines on Responsible Business Conduct
(NGRBC). In compliance with Regulation 34 of the SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report is annexed as Annexure-V.

viii. Corporate governance report

The Company has complied with the corporate
governance requirements under the Act and SEBI
Listing Regulations. Report on corporate governance
under the SEBI Listing Regulations is set out as a
separate section under this Annual Report.

ix. Transactions with related parties

Board, from time to time and are disclosed in the
notes to accounts of the financial statements which
forms part of this Annual Report.

The policy on dealing with related party transactions
("RPT Policy") formulated by the Board can be
accessed at https://b.zmtcdn.com/investor-relations/
ad6fe87b868944e29bb187fd8a22b53e_1684912850.
pdf

All transactions with related parties are in accordance
with the RPT Policy. Further, during the financial
under review, in terms of Section 188 and Section 134
of the Act, all contracts/ arrangements/ transactions
entered into by the Company with its related parties
were on arm''s length basis and non material. Hence,
disclosure under the prescribed Form AOC-2 in terms
of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposit under
section 73 of the Act. Accordingly, disclosures related
to deposits as required to be made under the Act are
not applicable to the Company.

xi. Utilisation of proceeds of IPO and preferential issue

Details of utilisation of proceeds of IPO and preferential issue including deviation or variation, if any for the
financial year under review, are given herein below:

Particulars
of issue

Shares issued and allotted

Amount

raised

Amount

utilised

Deviation(s) or
variation(s) in the use of
proceeds of issue, if any

Allotment
under IPO

1,184,210,526 (one hundred eighteen
crores forty two lakhs ten thousand
five hundred and twenty six) equity
shares of face value of INR 1/-
(Indian rupee one) each by way of
fresh issue; and 49,342,105 (four
crores ninety three lakhs forty two
thousand one hundred and five)
equity shares of face value of INR
1/- (Indian rupee one) each by way
of an offer for sale, at an Offer price
of INR 76/- (Indian Rupees Seventy
Six only) per equity share (premium
of INR 75/- (Indian Rupees Seventy
five only) per equity share) through
IPO of the Company.

90,000

90,000¹

There were no instances of
deviation(s) or variation(s) in
the utilization of proceeds
of IPO as mentioned in
the objects of Offer in the
Prospectus dated July 19,
2021, in respect of the IPO
of the Company.

xii. Particulars of loan and advances,
guarantees and investments

Details of loans and advances given,
investments made or guarantees given or security
provided as per the provisions of Section 186 of the
Act and Regulation 34 read with Schedule V of the SEBI
Listing Regulations are given in the notes forming
part of the financial statements provided in this
Annual Report.

xiii. Downstream investment

The Company being a foreign owned and controlled
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management (NonÂ¬
debt Instruments) Rules, 2019 ("NDI Rules") for the
downstream investment made in other Indian entities.
The Company has obtained a certificate, confirming
compliance with FEMA and the NDI Rules from
M/s. Deloitte Haskins & Sells, Chartered Accountants,
(FRN: 015125N), Statutory Auditor of the Company.

xiv. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

During the financial year under review, neither
any application is made by the Company nor any
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

xv. Compliance with Secretarial Standards

During the financial year under review, the Company
has complied with the applicable provisions of the
secretarial standards issued by the Institute of
Company Secretaries of India.

xvi. Revision of financial statements and
Board Report

There was no revision of financial statements
and Board Report of the Company during the
financial year under review.

xvii. Other disclosures

During the financial year under review, disclosure
w.r.t. details of difference between amount of the
valuation done at the time of one time settlement and
the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof,
is not applicable.

23. Directors responsibility statement

In accordance with the provisions of Section 134 of
the Act, directors to the best of their knowledge and
belief confirm and state that:

a) In the preparation of the annual accounts for the
financial year ended on March 31, 2023, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) The directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year
March 31, 2023 and of the profit of the Company for
that period;

c) The directors have taken proper and sufficient
care for the maintenance of adequate accounting

records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The directors have prepared the annual accounts
on a going concern basis;

e) The directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively; and

f) The directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were adequate
and operating effectively.

Acknowledgments

The Board would also like to thank all stakeholders
including but not limited to shareholders, customers,
delivery partners, restaurant partners and all other
business associates for their continuous support to
the Company and their confidence in its management.

We look forward to their continuous support in
the future.

For and on behalf of the Board
Zomato Limited

Sd/- Sd/-

Deepinder Goyal Kaushik Dutta

Managing Director and Chief Executive Officer Chairman and Independent Director

DIN:02613583 DIN:03328890

Date: August 03, 2023 Date: August 03, 2023

Place: Gurugram Place: Gurugram

Mar 31, 2022

The Board of Directors ("Board") hereby submits the report on the business and operations of Zomato Limited (Formerly known as Zomato Private Limited) ("the Company") along with audited financial statements of the Company for the financial year ended March 31, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial highlights

The highlights on the Company''s financial statements on a standalone and consolidated basis are as follows:

			(INR million)
Particulars	Standalone		Consolidated
	For the year ended on March 31
	2022	2021	2022	2021
Total Income	41,085	18,458	46,873	21,184
Less: Total Expenses	53,773	21,850	62,055	26,088
Add: Exceptional Items	1,710	(5,468)	2,974	(3,247)
Add: Share of profit of an associate and joint venture	-	-	3	-
Loss before Tax	(10,978)	(8,860)	(12,205)	(8,151)
Tax Expense	2	-	20	13
Loss for the year	(10,980)	(8,860)	(12,225)	(8,164)
Other comprehensive income/(Loss):
1) Items that will not be reclassified to profit or (loss) in subsequent periods:
a. Re-measurement losses on defined benefit plans	(85)	(19)	(96)	(24)
b. Changes in fair value of equity and preference instruments carried at FVTOCI	96	-	96	-
2) Items that will be reclassified to profit or (loss) in subsequent periods
a. Exchange differences on translation of foreign operations	22	(14)	22	(35)
Total comprehensive (loss) for the year	(10,947)	(8,893)	(12,203)	(8,223)

2. State of the Company''s Affairs

The consolidated financial statements of the Company include the performance of its subsidiaries, joint ventures and associates and depicts the comprehensive performance of the group relevant for understanding the overall performance of group across the globe.

The standalone financial statements of the Company reflect the performance of the Company on a standalone basis. The financial statements for the financial year ended on March 31, 2022 and March 31, 2021 have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under the

Companies Act, 2013 read with rules framed thereunder ("Act") and other accounting principles generally accepted in India.

During the financial year, on a standalone basis, the total income has increased from INR18,458 Mn to INR 41,085 Mn and the total expenses have increased from INR 21,850 Mn to INR 53,773 Mn as compared to the previous financial year. The Company has incurred a loss after tax of INR 10,980 Mn as compared to the previous financial year loss after tax of INR 8,860 Mn.

During the financial year, on a consolidated basis, the total income has increased from INR 21,184 Mn to INR 46,873 Mn and the total expenses have increased from INR 26,088 Mn to INR 62,055 Mn as compared to the previous financial year. The Company has incurred a loss after tax of INR 12,225 Mn as compared to the previous financial year loss after tax of INR 8,164 Mn.

3. Subsidiaries), Associate Company(ies) and joint venture(s)

As on March 31, 2022, the Company has 28 (Twenty-Eight) subsidiaries including 15 (Fifteen) direct and 13 (Thirteen) indirect subsidiaries, 1 (One) joint venture, and 1 (One) associate Company, in India and abroad.

Further, pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries, associate and joint ventures in the prescribed Form AOC-1 is annexed as Annexure-I to this Board report.

i. Closure of entities

During the financial year under review, the following step-down subsidiaries have been liquidated/closed/strike off:

a. Cibando Ltd., UK, was dissolved on May 18, 2021;

b. Zomato Hungary Korlatolt Felelossegu Tarsasag, Hungary, was deregistered on May 28, 2021;

c. Zomato USA LLC, USA, was deregistered on August 17, 2021;

d. Zomato UK Limited, UK, was dissolved on November 16, 2021;

e. Zomato Media Private Limited, Singapore, was striked off on December 07, 2021;

f. Zomato South Africa Proprietary (Pty) Ltd., South Africa, was deregistered on January 03, 2022; and

g. Zomato Canada Inc., Canada, was dissolved on March 22, 2022.

ii. Incorporation of entities

During the financial year under review, following subsidiaries have been incorporated:

a. Zomato Payments Private Limited on August 04, 2021, to carry on the business of providing payment aggregator services, prepaid payment instruments and payment gateway services in accordance with the Reserve Bank of India rules and regulations; and

b. Zomato Financial Services Limited on February 25, 2022, to carry on the business of Non-Banking Finance Company.

iii. Disinvestment in entities

During the financial year under review, the Company has divested its entire stake in the following entities:

a. Nextable Inc., USA, step down subsidiary of the Company, on June 30, 2021 for an aggregate consideration of USD 1,00,000; and

b. Jogo Technologies Private Limited ("Jogo") became wholly owned subsidiary of the Company on December 02, 2021 and the Company, on even date, has divested its entire stake in Jogo for an aggregate consideration of USD 50 Mn.

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents, and separate audited financial statements in respect of material subsidiary, are available on the Company''s website at https://www.zomato. com/investor-relations/financials.

4. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

5. Dividend

In view of continuing losses during the financial year under review, the Board has not recommended any dividend. The dividend distribution policy of the Company is available on the website of the Company at https ://b. zmtcdn.com/investor_relations_documents/ zomato_dividend_distribution_policy_ july_2022_1658757551050.pdf.

6. Amounts transferred to reserves

During the financial year under review, the Company has not transferred any amount to reserves.

7. Transfer to investor education and protection fund

During the financial year under review, the Company was not required to transfer any funds

to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

8. Capital structure

i. Authorised Share Capital

During the financial year under review, the Company has not made any change in authorised share capital of the Company.

ii. Issued, Subscribed and Paid Up Share Capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2022 is INR 7,87,19,32,776/- (Indian Rupees Seven Hundred Eighty Seven Crore Nineteen Lakh Thirty Two Thousand Seven Hundred Seventy Six only), divided into 7,87,19,32,776 (Seven Hundred Eighty Seven Crore Nineteen Lakh Thirty Two Thousand Seven Hundred Seventy Six) equity shares of INR 1/- each. Details of issuance of equity shares done by the Company during the financial year under review are given here under:

S. No.	Date of Issuance of equity shares	Brief Details	No. of equity shares
1	April 6, 2021	Bonus issue in the ratio of 1:6699 i.e. 6,699 bonus equity shares for every one equity share held in the Company to the existing equity shareholders of the Company	2,35,45,44,423
2	April 6, 2021	Issuance of equity shares pursuant to conversion of all existing classes of convertible preference shares of the Company	4,30,60,73,250
3	July 22, 2021	Issuance under Initial Public Offer	1,18,42,10,526
4	October 25, 2021	Issuance against exercise of options granted under Zomato Employee Stock Option Plan 2018 ("ESOP 2018")	2,62,10,400¹
5	January 31, 2022	Issuance against exercise of options granted under	5,42,700¹

¹ Shares allotted pursuant to exercise of ESOPs include equity shares allotted to the allottees/employees as bonus shares in the ratio of 6699:1, pursuant to the adjustment made under ESOP 2018 of the Company due to allotment of bonus shares to equity shareholders in ratio of 6699:1.

iii. Equity shares with differential Voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

iv. Listing on Stock Exchanges

During the financial year under review, the Company has been converted from private limited company to public limited company and consequent upon conversion into public limited company, the name of the Company has

been changed from "Zomato Private Limited" to "Zomato Limited" and fresh certificate of incorporation dated April 09, 2021 has been issued by the Registrar of Companies.

During the financial year under review, the equity shares of the Company have been listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") w.e.f. July 23, 2021.

9. Directors and Key Managerial Personnel ("KMP")

i. Appointment / Re-appointment of director(s)

During the financial year under review, the following directors have been appointed on the Board of the Company, in accordance with the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendments, modifications or re-enactments thereof for the time being in force) (" SEBI Listing Regulations"):

a. Ms. Sutapa Banerjee (DIN: 02844650) as NonExecutive Independent Director for a term of five years w.e.f. April 12, 2021;

b. Ms. Gunjan Tilak Raj Soni (DIN: 07333270) as Non-Executive Independent Director for a term of five years w.e.f. April 19, 2021;

c. Ms. Aparna Popat Ved (DIN: 08661466) as NonExecutive Independent Director for a term of five years w.e.f. April 19, 2021; and

d. Mr. Douglas Feagin (DIN: 07868696) re-appointed as Non-Executive and Nominee Director, who retired by rotation and being eligible, offered himself for re-appointment.

ii. Appointment of KMP

During the financial year under review there was no change in the KMP.

iii. Resignation of director(s) and KMP

During the financial year under review, no director(s) and KMP resigned from the Company.

iv. Director liable to retire by rotation

Mr. Sanjeev Bikhchandani, Nominee Director in the Company, retires by rotation at the upcoming annual general meeting ("AGM") of the Company and being eligible, has offered himself for re-appointment as per the provisions of the Act. A resolution seeking approval of the shareholders for his re-appointment forms part of the Notice of the AGM.

v. Declarations and Confirmation on Independent Director(s)

a. The Company has received necessary declaration from each independent director under Section 149 of the Act that he and she meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

b. The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and

c. The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.

10. Board of Directors, Meetings and its Committees

i. Details of Board Meetings

During the financial year under review the Board met 14 (Fourteen) times. The maximum interval between any two meetings did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

11. Audit Committee

The Audit Committee of the Company is duly constituted in accordance with the provisions of the Act and the SEBI Listing Regulations. The details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act and the SEBI Listing

Regulations are given in the Report on Corporate Governance section forming part of this Annual Report.

iii. Stakeholders'' Relationship Committee (âSRCâ)

The SRC of the Company is duly constituted in accordance with the provisions of Act and the SEBI Listing Regulations. The details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act and the SEBI Listing Regulations are given in the Report on Corporate Governance section forming part of this Annual Report.

iv. Corporate Social Responsibility ("CSR") Committee

The CSR Committee of the Company is duly constituted in accordance with the provisions of Act. The details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act and the SEBI Listing Regulations are given in the Report on Corporate Governance section forming part of this Annual Report.

v. Risk Management Committee ("RMC")

The RMC of the Company is duly constituted in accordance with the provisions of the Act and the SEBI Listing Regulations. The details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act and the SEBI Listing Regulations are given in the Report on Corporate Governance section forming part of this Annual Report.

vi. Nomination and Remuneration Committee ("NRC")

The NRC of the Company is duly constituted in accordance with the provisions of the Act and the SEBI Listing Regulations. The details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act and SEBI Listing Regulations are

given in the Report on Corporate Governance section forming part of this Annual Report.

vii. Other Committees

The details of committees voluntarily constituted by the Board are given under the Report on Corporate Governance section forming part of this Annual Report.

viii. Annual Evaluation by the Board

In line with the requirements of the Act and the SEBI Listing Regulations, the NRC and the Board have defined a process and identified the criteria for performance evaluation of the Board, Committees, Chairman and of the individual Board Members, through "Policy for evaluation of the performance of the Board of directors" of the Company; which includes the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Company has engaged "Nasdaq Corporate Solutions International Limited" ("Nasdaq") for conducting performance evaluation process by electronic means.

Evaluation of performance of the Board, Committee, Chairman and of the directors has been successfully completed through Nasdaq and an aggregated feedback report has been submitted by them to the Company for the year ended March 31,2022.

ix. Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters

In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of

members of the Board and Senior Management Personnel of the Company.

No changes were made in nomination and remuneration policy during the financial year under review. The objectives and responsibilities of the NRC are given below:

Assist the Board in discharging its responsibilities relating to compensation of the Company''s executive directors, KMP and senior management.

Evaluate and approve the adequacy of the compensation plans, policies, programs and succession plans for the Company''s executive directors, KMP and senior management.

Formulate criteria for determining Board composition, Board effectiveness, Board succession, and independent functioning of the Board.

Oversee the Company''s nomination process for the KMP and senior management and identify through a comprehensive selection process, individuals qualified to serve as directors, KMP and senior management consistent with the criteria approved by the Board.

Recommend the appointment and removal of directors, for approval at the AGM.

Evaluate the performance of the Board, including committees and individual directors.

Leadership development and succession planning of the organisation.

The NRC Policy can be accessed on the website of the Company at

https ://b. zmtcdn.com/data/file_assets/ d334ce29b2ed635dbd531d5c92fda12216 25837674.pdf

x. Risk Management

Risk Management Policy:

The Board has duly approved risk management policy. The Company has an effective risk management framework, covering the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of the Company''s objectives or threatening its existence.

Through a risk management programme, the Company''s business units and corporate functions address risks through an institutionalised approach aligned to the Company''s objectives. This program is governed by the Board and administered through the Governance, Risk and Compliance Team. The programme includes periodic identification, assessment and prioritisation of key operational, financial, strategic and regulatory risks followed by coordinated efforts to mitigate these. A risk register is being maintained and periodically updated to make sure that risks are tracked and mitigated effectively.

Risk and Concerns

1. Technology risks: Data Privacy and protection of personal data is an area of increasing concern globally. Violation of data protection laws or security breaches may result in substantive penalties, fines and negative reputational impact.

Risks of cyber-attacks are a significant threat on account of the fast-evolving nature of the modes of attacks. A security breach or disruption to digital infrastructure caused by intentional or unintentional actions, such as cyber-attacks, data breaches or human error, could have a serious impact on business operations. The company has dedicated teams and defined frameworks for data privacy and cybersecurity. Emerging technologies can be disruptive and present potentially unforeseen risks.

2. Regulatory and economic environment risks: The laws and regulations which are applicable on the organization are continuously evolving, increasing in number and complexity. This has resulted in greater compliance risk, increased cost of compliance and alignment of corporate performance objectives with regulatory compliance requirements. The company has a defined compliance framework to monitor regulatory compliances.

Natural disasters, fires, epid emics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business.

3. Market and competition risks: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and deposits. The sector continues to witness increased competition in this space and the Company keeps an eye on it to respond appropriately and timely. Additionally, the Company has in place appropriate risk management policies to limit the impact of these risks.

4. Stakeholder management risks: We may

not be able to fully manage expectations of some of our key stakeholders including customers, delivery partners and merchants. Preferences of customers are ever-changing, and any failure in keeping up with the evolving trends may impact the operations and growth of the Company. Additionally, Merchants and Delivery Partners may not be aligned with the evolving company policies such as changes in commissions/ rates resulting in higher attrition or moving on to competition.

We rely on third-party service providers to deliver our services to customers, restaurant partners and delivery partners on our platform, and any disruption of or interference with our use of that service could adversely affect our business, financial condition, cash flows and results of operations.

5. Health and safety risks: The current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies, financial markets and similar public health threats could do so in the future. Closure of Merchant partners, risk of COVID-19 infection and subdued customer sentiment owing to the pandemic and lockdowns may adversely impact the revenue generation of the Company. Further pandemic may affect not only the health of affected employees, but also their emotional and mental wellbeing. We have taken active measures to promote health and safety, including providing contactless food delivery to customers, arranging for and facilitating the availability of face masks and hand sanitizers for delivery partners, requiring our delivery partners to share daily self-declarations on their hygiene and health and working closely with restaurant partners to share safety guidelines.

6. Reputation, branding and social media risks: Ineffective brand creation / communication and negative perception on Social Media platforms may impact brand loyalty and overall reputation of the Company towards end customers. Additionally, we rely on mobile operating systems and application marketplaces to make our applications available to participants that utilize our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high customers'' reviews, our usage or brand recognition could decline and our business, financial results, cash flows and results of operations could be adversely affected.

7. Credit risks: Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum

exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR1,599 Mn and INR 1,299 Mn as of March 31, 2022 and March 31, 2021, respectively. Credit risk has always been managed by the group through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

8. ESG (environmental, social, and governance) risks: ESG risks include those related to climate change impacts mitigation and adaptation, environmental management practices and duty of care, working and safety conditions, respect for human rights, anti-bribery and corruption practices, and compliance to relevant laws and regulations. Our approach is guided by our commitment to responsible and sustainable business growth while creating value for all our stakeholders. The company has defined a framework to prioritize their ESG initiatives.

9. Talent management risks: Ability to attract, retain top talent and succession challenges may limit our ability to achieve operational targets. The company invests in attracting, retaining and enhancing skills of the talent pool.

xi. Corporate Social Responsibility ("CSR") Policy

The Company has in place CSR Policy which outlines the Company''s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The brief outline of the CSR policy of the Company along with other details is annexed in Annexure - II of this report. The Policy is disclosed on the website of the Company at

https://b.zmtcdn.com/data/file_assets/c5d12f

4e98473914bbf48bc94c0e83401625993923.pdf

During the financial year under review, due to continuing losses, the Company is not required to spend any amount in the CSR activities However, the Company contributed Oxygen Concentrators worth INR 9.15 Mn (approx) to the India Needs Oxygen ("INO") campaign run by Hunger Heroes, a registered Society, to provide oxygen support to people impacted by the COVID-19 pandemic by procuring & supplying Oxygen Concentrators.

xii. Vigil Mechanism and Whistle Blower Policy

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same.

During the financial year under review, 37 complaints were reported, all complaints were resolved in a timely manner. These complaints were of the nature of suspicious reimbursements by employees, misuse of access rights and other violations of Code of Conduct. Appropriate action such as suspension / warning / termination of employment was done in accordance with the Vigil Mechanism and Whistle Blower Policy.

11. Auditors and Auditors'' Reports

i. Statutory Auditor

M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the 10^th Annual General Meeting till the conclusion of the 15^th Annual General Meeting.

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditor have confirmed that

a. Appointment is within the limit prescribed under the Section 141 of the Act;

b. They are not disqualified from continuing as Statutory Auditor under the Section 141 of the Act; and

c. They hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India (ICAI).

The Statutory Auditors have given unmodified opinion on the audited financial statements (standalone and consolidated) of the Company for the financial year ended March 31,2022, which forms part of this annual report. The Statutory Auditors have given no qualification,reservation or adverse remark or disclaimer in its report.

ii. Secretarial Auditor

M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) was appointed as Secretarial Auditor of the Company for the financial year under review as per provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, 2015.

The secretarial audit report annexed as Annexure - III A issued by the Secretarial Auditor does not contain any qualification, reservation, observation or adverse remark.

M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), also acted as Secretarial Auditor for Zomato Hyperpure Private Limited, (Formerly known as Zomato Internet Private Limited), material unlisted subsidiary of the Company ("ZHPL") for the financial year under review as per Regulation 24A of the SEBI Listing Regulations.

The secretarial audit report of the ZHPL annexed as Annexure - III B does not contain any qualification, reservation, observation or adverse remark.

The Company has submitted the secretarial compliance report with stock exchanges in compliance of Regulation 24A of the SEBI Listing Regulations on May 26, 2022 and the same can be accessed on the website of the Company at

https://b.zmtcdn.com/data/file_assets/8fa27

abed88d5b404eeef8510e3387dd1657102661.

pdf

iii. Internal Auditor

Mr. Deepak Ahluwalia, Chartered Accountant, head of Governance, Risk & Compliance of the Company is appointed as Internal Auditor of the Company. He takes care of the internal audit and controls, systems and processes in the Company. He is supported in discharge of his duties by firms of chartered accountants (namely Pricewaterhouse Coopers Private Limited, Ernst & Young LLP, BDO India LLP and MGC Global Risk Advisory LLP).

12. Internal financial controls and their adequacy

Internal Financial Controls are an integral part of the risk management framework of the Company and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 lines of defence which include: a) Management reviews and self-assessment; b) Continuous controls monitoring by the Governance, Risk and Compliance Function and c) Independent design and operational testing by the Statutory Auditor.

The Company has implemented internal financial controls which commensurate with the nature of its business, the size and complexity of its operations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company believes that these systems provide reasonable assurance that its internal financial controls are adequate and are operating effectively as intended.

13. Human resources

As on March 31,2022, the permanent employees on the rolls of Zomato Limited were 3517. The Company''s employees have always been one of the key stakeholders.

We are committed to hiring and retaining the best talent. We focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as "Annexure - IV" to this report.

In terms of Section 136 of the Act and the rules made thereunder, the Report and Financial Statements are being sent to the shareholders excluding information on details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at [email protected].

14. Disclosure regarding employee stock options plans

During the financial year under review, the Company has three Employee''s Stock Option Plans namely i) Foodie Bay Employee Stock Option Plan, 2014 ("ESOP 2014"), ii) Zomato Employee Stock Option Plan, 2018 ("ESOP 2018"); and iii) Zomato Employee Stock Option Plan 2021 ("ESOP 2021") which are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations"). Post IPO of equity shares of the Company, ESOP 2014, ESOP 2018 and ESOP 2021 have been ratified and confirmed as per the requirements of SEBI ESOP Regulations, by the members of the Company through Postal Ballot on September 18, 2021.

Further, details for employee stock options plans also form part of the notes to accounts of the financial statements. The details as required to be disclosed under Regulation 14 of SEBI ESOP Regulations are available on the website of the Company at https://b.zmtcdn.com/investor_relations_ documents/zomato_esop_disclosure_ fy_2021_2022_1658757694574.pdf

The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP 2014, ESOP 2018 and ESOP 2021 have been implemented in accordance with the SEBI ESOP Regulations and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members electronically during business hours. The Company has also formulated Zomato Employee Stock Option Plan 2022 which has been approved by shareholders on July 25, 2022.

15. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace ("POSH"). The summary of POSH training and initiatives taken during the financial year under review as below:

Annual training of all the Internal Complaints Committee (hereinafter referred to as the "ICC") members to keep them abreast of the latest best practices around POSH, refresher of the POSH Law and points to ensure while conducting virtual enquiries;

Periodic communication on the POSH policy to encourage employees to report any form of harassment at work;

Self-paced mandatory training module to enable employees to understand what sexual harassment means and how to seek help if needed; and

POSH policy was updated in line with best practices. Also, the ICC was restructured, and more members were added across locations and entities.

The ICC has been constituted for timely and impartial resolution to complaints of sexual h a ra ssment un d er th e PO SH. Deta il s of complaints received and resolved during the year under review by the ICC is given below:

Number of complaints filed during the financial year	3
Number of complaints disposed of during the financial year	3
Number of complaints pending as at the end of the financial year	0

16. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of Act and Rule 8 of the Companies (Accounts) Rules, 2014 are as under:

i. Conservation of energy

The Company is committed to take effective measures to conserve energy and drive energy efficiency in its operations and also continuously making efforts on increasing use of renewable energy and enhancing waste management to reduce the carbon footprint. The Company also strives to focus on technologies, processes and improvements that matter for the environment. Following initiatives have been undertaken by the Company in its corporate office -

Usage of LED lights and LED monitors;

Regular monitoring of temperature inside the buildings and controlling the air conditioning system;

Rationalisation of usage of electrical equipment- air-conditioning system, office illumination, beverage dispensers, desktops;

Disposal of electronic waste in line with E waste management rules, for all other categories of waste, proper segregation at source has ensured effective recycling; and

Disposal of different types of waste generated, in adherence to applicable legislation.

ii. Technology Absorption

Company is a technology first organisation leveraging artificial intelligence, machine learning and deep data science to continuously drive innovations on our platform for our community of customers, delivery partners and restaurant partners. Our products are highly personalised, intuitive, simple to use, visually appealing and are designed to drive high engagement with our customers.

Company enables restaurant partners with fully automated order management systems. These systems offer dashboards that have features such as, order transmission, order processing, menu synchronisation, payment reconciliation, content promotion, marketing tools and invoice management features.

Delivery partners are able to accept orders, see their per order earnings and estimate the time and navigate to restaurants'' location and point of delivery using our mobile application. Our customers are also able to record and save voice instructions for the delivery partners to reach the point of delivery without intervention through voice call or messages, thus creating a seamless delivery experience. Our machine learning driven algorithms are able to forecast demand, optimise fleet utilisation and batch orders.

We run an integrated product, design, engineering and data science team without boundaries to boost collaboration and speed of output.

Sr. Particulars No.	Category
(i) Efforts made for technology absorption	NA
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution	NA
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
a) Details of technology imported, if any	NA
b) Year of import	NA
c) Whether imported technology fully absorbed	NA
d) If not fully absorbed, areas where absorption of imported technology has not taken place, if any	NA
(iv) The expenditure incurred on Research and Development	NA
Foreign Exchange Earnings and Outgo
Particulars	(INR million)
Foreign Exchange earned	1,186
Foreign Exchange outgo	1,121
Foreign Exchange Earnings and Outgo are on accrual basis.

17. Statutory disclosures

i. Details in respect of frauds reported by Auditors

During the financial year under review, M/s Deloitte Haskins & Sells, Statutory Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the audit committee under section 143 of the Act.

ii. Requirements for maintenance of cost records

During the financial year under review, requirements for cost records as specified by Central Government under Section 148 of the Act read with rules thereunder is not applicable on the Company.

iii. Annual Return

The annual return of the Company as on the financial year ended on March 31, 2022 in terms of Section 92 and Section 134 of the Act read with rules made thereunder is available on the website of the Company at https://b. zmtcdn.com/investor_ relations_documents/zomato_annual_ return_1658757749656.pdf

iv. Material Changes and Commitments, if any

No material changes and commitments have occurred after the close of the financial year March 31, 2022 till the date of this report, which affect the financial position of the Company.

v. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company''s Operations in Future

No significant and material order has been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

vi. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis is set out as separate section under this Annual Report.

vii. Business Responsibility Report ("BRR")

Pursuant to Regulation 34 of the SEBI Listing Regulations, Business Responsibility Report which depicts initiatives taken by the Company

from an Environmental, Social and Governance ("ESG") perspective is annexed as Annexure-V forming part of this report. In addition to this, a report on ESG is set out as separate section under this Annual Report.

viii. Corporate Governance Report

ix. Transactions with Related Parties

During the financial year under review, all related party transactions entered into were approved by the audit committee and the Board, from time to time. Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Board. Further, during the financial year under review, in

terms of Section 188 and Section 134 of the Act read with rules thereunder, all contracts/ arrangements/ transactions entered into by the Company with its related parties were on arm''s length basis and not material.

Hence disclosure under form AOC-2 in terms of Section 134 of the Act is not required.

x. Deposits

During the financial year under review, the Company has not accepted any deposit under section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Neither there were unclaimed or unpaid deposits nor there has been any default in repayment of deposit or payment of interest thereon or noncompliance with the requirements of the Act.

xi. Other Disclosures

During the financial year under review, disclosure w.r.t. details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

xii. Utilisation of Proceeds of Initial Public Offer

Details of utilisation of proceeds of initial public offer including deviation or variation, if any for the financial year under review, is given herein below:

Particulars of Issue

Shares Issued

Amount

Raised

Amount

Utilised¹

(INR million) Deviation(s) or Variation(s) in the use of proceeds of issue, if any

Allotment under Initial Public Offer (IPO)

1,18,42,10,526 equity shares of face value of INR 1/- each by way of fresh issue; and 4,93,42,105 equity shares of face value of INR 1/- each by way of an offer for sale, at an Offer price of INR 76/-per equity share (premium of INR 75/- per equity share) through IPO of the Company.

90,000

48,643

There were no instances of deviation(s) or variation(s) in the utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated July 19, 2021, in respect of the IPO of the Company.

¹Amount utilised includes the offer related expenses of INR 2,720 Mn in relation to the fresh issue.

xiii. Particulars of Loan, Guarantees and Investments

Details of loans given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

xiv. Downstream Investment

The Company being a foreign owned and controlled company has complied with the provisions of Foreign Exchange Management Act, 1999 ("FEMA") read with Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("NDI Rules") for the downstream investment made in other Indian entities. The Company has obtained a certificate, confirming compliance with FEMA and the NDI Rules from M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), Statutory Auditor of the Company.

xv. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, neither any application is made by the Company nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

xvi. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the secretarial standards issued by the Institute of Company Secretaries of India.

18. Directors Responsibility Statement

In accordance with the provisions of Section 134 of the Act, directors to the best of their knowledge and belief confirm and state that:

a) In the preparation of the annual accounts for the financial year ended on March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022 and of the loss of the Company for that period;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgments

The Directors would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

We look forward to their continuous support in the future.

For and on behalf of the Board

Zomato Limited

(Formerly known as Zomato Private Limited)

Sd/- Sd/-

Deepinder Goyal Kaushik Dutta

Managing Director & CEO Chairman & Independent Director

DIN:02613583 DIN:03328890

B-1/11, DLF Phase 1, Sikanderpur Ghoshi 843, Lavy Pinto Block,

(68), Gurgaon - 122002 Asiad Games Village, Khel Gaon, South Delhi,

Haryana, India New Delhi - 110049

Date: August 01, 2022 Place: Gurugram

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