Year End :2024-03

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

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 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

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. 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

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

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

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 13^th AGM held on August 30, 2023.

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 AGM.

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:

• 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");

• 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; and

• 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:

• 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.

• 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.

• 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.

• 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.

• 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.

• 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

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, 2024.

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

(c) Independent design and operational testing by the Statutory and Secretarial Auditors.

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 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.

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

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:

• 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.

• 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 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 -

• “Recipe 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.

• 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.

• 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.

• 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.

22.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, 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

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 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

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

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

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 Ministry of Corporate Affairs.

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

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, 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

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 & Chief Executive Officer Chairman & Independent Director

DIN:02613583 DIN:03328890

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

Place: Gurugram Place: Gurugram