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Company Information

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ZOMATO LTD.

02 February 2023 | 12:00

Industry >> E-Commerce - Electronics/Food/Others

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ISIN No INE758T01015 BSE Code / NSE Code 543320 / ZOMATO Book Value (Rs.) 19.40 Face Value 1.00
Bookclosure 52Week High 100 EPS 0.00 P/E 0.00
Market Cap. 40629.17 Cr. 52Week Low 41 P/BV / Div Yield (%) 2.45 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2022-03 

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 (“SRC”)

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 10th Annual General Meeting till the conclusion of the 15th 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 companysecretary@zomato.com.

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

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 separate section under this Annual 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;

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 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