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:

(INR million)

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 October 25, 2022 and Zomato Ireland Limited - Jordan, step down subsidiary of the Company located in 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.

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.

Details of equity shares allotted by the Company during the financial year under review are given below:

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

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.

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.

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.

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</p>

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:

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.

iii. Foreign exchange earnings and outgo

Foreign exchange earnings and outgo are on an accrual basis.

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.

xi. Utilisation of proceeds of IPO and preferential issue

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

(INR million)

lAmount utilised includes the offer related expenses of INR 2,720 Mn in relation to the fresh issue. ² Preferential issue was made for consideration other than cash.

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 (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 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.