Share Wealth

Year End :2023-03

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:

• 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 database 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.

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
companysecretary@zomato.com.

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:

• Annual training of all the ICC members;

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

• 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 -

• Usage of LED lights and LED monitors in its
Corporate offices;

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

• 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

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 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.

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 (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.

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