Zomato Annual Report 2023-24
Zomato Annual Report 2023-24
Zomato Annual Report 2023-24
“ Powering India's
changing lifestyles
Instant commerce
indistinguishable from magic
Statutory Reports
Management discussion and analysis 35
Board report 41
Report on corporate governance 128
Financial Statements
Consolidated auditor’s report 154
Consolidated financial statements 164
Standalone auditor’s report 265
Standalone financial statements 280
Company Overview: Financial highlights | Statutory Reports | Financial Statements
Financial highlights
GOV (B2C business) and consolidated Adjusted Revenue grew 48% and 56% YoY respectivel
Consolidated business turned Adjusted EBITDA, EBITDA & PAT profitable for the full year in FY24
Notes:
GOV (B2C business) defined as the combined gross order value (GOV) of consumer facing businesses i.e. food delivery, quick commerce and Going-out
Adjusted Revenue defined as consolidated revenue from operations as per financials (+) actual customer delivery charges paid in the food delivery
business (net of any discounts, including free delivery discounts on Zomato Gold program) (+) platform fee paid in the food delivery business (that is
not already included in reported revenue from operations).
Adjusted EBITDA defined as consolidated EBITDA (+) share-based payment expense (-) rental paid for the period pertaining to ‘Ind AS 116 leases’.
1
Company Overview: Our key businesses | Statutory Reports | Financial Statements
A. Food delivery
Food ordering and delivery
platform where customers can
32,224 7,792 912
search and discover local 23% YoY 27% YoY 922 YoY
restaurants, order food, and have
it delivered reliably and quickly
B. Quick commerce
B2C business
C. Going-out
Combination of Dining-out &
ticketing business. Enables (a)
3,225 258 -6
discovery and transactions for 136% YoY 51% YoY 7 YoY
dining-out and (b) ticketing for
events and outdoor entertainment
Total
D. B2B supplies
B2B business (Hyperpure) - 3,172 -126
supplying quality food ingredients
and other products to restaurants 111% YoY 68 YoY
and other B2B buyers
Others - 22 -24
Total
Note: YoY comparison for quick commerce is based on full fiscal FY23 numbers which are unaudited, MIS based as received from
Blinkit. Consolidation of Blinkit numbers in books of Zomato Limited is only from August 10, 2022 (transaction closing date).
2
Company Overview: Our key businesses | Statutory Reports | Financial Statements
A. Food delivery
Zomato operates a B2C technology platform that provides customers with a seamless, on-demand solution
to search and discover local restaurants, order food, and have it delivered reliably and quickly. Orders placed
by customers are prepared by restaurants and fulfilled through a last mile delivery fleet comprising of
independent delivery partners.
We also run a membership program called Zomato Gold which provides customers with multiple benefits
including free delivery on orders meeting certain criteria and exclusive offers from a number of restaurants
on both delivery and dining-out. At the end of Mar-24, we had 7.4 million active Gold members on our
platform.
Company Overview: Our key businesses | Statutory Reports | Financial Statements
Select ongoing and new initiatives to address more customer use cases -
15 min delivery
Zomato Everyda
Zomato Everyday is an offering for home-style cooked meals at affordable price
point
The offering is still nascent and is being piloted in select locations within Delhi NCR,
Bengaluru and Mumbai currently
Zomato Legend
Zomato Legends lets customers order iconic dishes from legendary restaurants
across the country and have them delivered to their doorste
Currently available in 8 cities in India with ~80 legendary restaurants on-boarded
Food on trai
Partnership with IRCTC offering delivery of restaurant food to customers at their
train seats
Customers can order up to 30 minutes prior to station arrival and access benefits
like real-time tracking, guaranteed delivery and free cancellation
Offering live across 80+ train stations pan-India
Health
Enables health conscious customers to order food delivery from dishes hand-picked
Customers can select dishes based on their preferences (high protein, low carbs, low
calorie, etc.) and can also view the entire nutritional information about each dish
4
Company Overview: Our key businesses | Statutory Reports | Financial Statements
B. Quick commerce
Blinkit is a quick commerce marketplace providing on-demand delivery of thousands of products across
multiple categories in <15 minutes. Customers can place orders on the Blinkit app which are fulfilled through
a network of stores located within a 2-3 km radius from the customer and are delivered by a last mile delivery
fleet of independent delivery partners. Customers can access an assortment of products across categories
including daily essentials, electronics, beauty & personal care, home décor, toys & games, general
merchandise and many more, which are customized based on local preferences of each neighbourhood that
we serve.
We completed the acquisition of Blinkit in FY23 (on August 10, 2022) and hence FY24 was the first full year of
operations for Blinkit as a wholly-owned subsidiary of the Company.
Note
Includes warehousing space across active warehouses and stores in our quick commerce operations
YoY computation is based on Blinkit data for the full fiscal year FY23, and is based on unaudited MIS numbers as received from Blinkit.
5
Company Overview: Our key businesses | Statutory Reports | Financial Statements
During FY24, Blinkit expanded the assortment available on its platform to cater to the most
pertinent needs of customers across existing and new product categories.
Toys and
Home
games improvement
Plants &
bouquets
Everything you
need, delivered
Sports
in minutes
Print-outs Gaming
Luggage
Fashion
jewellery
6
Company Overview: Our key businesses | Statutory Reports | Financial Statements
PAY
Reserve
C. Going-out
Going-out is our third B2C business (after food delivery and quick commerce) and addresses the ‘going-out’
needs of our customers. It currently comprises of (i) our dining-out business and (ii) our nascent ticketing
business ‘Zomato Live’. The intent is to add more use-cases over time to create a single destination for
customers to discover and transact across all their going-out needs.
(i) Dining-out
(ii) Ticketing
Offers discovery and ticketing services primarily for events such as food
carnivals, music concerts, comedy shows and others
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Company Overview: Our key businesses | Statutory Reports | Financial Statements
Dining-out
The dining-out business saw significant growth last fiscal year, expanding into over 40 cities and adding a
host of restaurant partners, thereby broadening the breadth and quality of supply available to our customers.
To further enhance the dining-out ecosystem, we introduced new features, including map view, curated
dining experiences, and group booking options.
Up to 50% OFF
We launched Go Out, a vibrant online We also ran the Zomato Gold Carnival offering
community for recommendations on going-out exclusive deals and discounts on dining out
with followers across Instagram and YouTube which saw strong customer traction.
in 8 cities.
Ticketing
In ticketing, our focus currently is to build high-quality supply of events on our platform and to this effect we
hosted several marquee events in FY24, including the Russell Peters India Tour, The Sneaker Convention and,
our flagship IP, Zomaland.
8
Company Overview: Our key businesses | Statutory Reports | Financial Statements
D. B2B supplies
Hyperpure solves this through its end-to-end B2B supply chain for food
traders & brands and supplies to restaurants and other B2B buyers.
In FY24, Hyperpure expanded its offerings to further strengthen its portfolio of products and services to
4PL warehousing and supply chain services: End-to-end logistics and supply chain
management solutions for restaurants including procurement, warehousing and final supply at
restaurants
Value added products: Setting up our own manufacturing facility for value added food supplies
including, sauces, spreads, pre-cut and semi-finished perishable products amongst others, to
Express delivery: Offering quick delivery (within a few hours) of quality products to address
9
Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Overall Company
Topline grew at a healthy pace - B2C GOV grew 48% YoY and Adjusted
1 Revenue grew 56% YoY
48% YoY
47,918 56% YoY
13,545
52% YoY
57% YoY 3,172
32,308
8,693
21,297 1,506
5,541
10,373
7,187
GOV (B2C business) grew 48% YoY to INR 47,918 crore in FY24 driven by growth across all three of
our B2C businesses – food delivery, quick commerce and Going-out
Food delivery GOV grew 23% YoY to INR 32,224 crore in FY2
Quick commerce GOV grew 169% YoY to INR 12,469 crore in FY2
Going-out GOV grew 136% YoY to INR 3,225 crore in FY24
Consolidated Adjusted Revenue grew 56% YoY to INR 13,545 crore in FY24 driven by growth across
our B2C businesses as well as our B2B supplies business (Hyperpure). FY24 also had the impact of
the first full year of consolidation of Blinkit financials as compared to FY23 which consolidated
Blinkit financials from 10-Aug-22 onwards (transaction closing date).
F U N FA C T
Zomato's biggest food delivery order of FY24 came from Bengaluru, where
a user placed a single order worth INR 32,828.
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
-1,851 -1,210 42
372 351
-783
-973 -971
-1,223
Consolidated Adjusted EBITDA improved to INR 372 crore in FY24 from a loss of INR 783 crore in
FY23. Improvement in Adjusted EBITDA profitability was primarily driven by (a) improvement in food
delivery Adjusted EBITDA margin and (b) significant reduction in losses in our quick commerce
business (which also turned Adjusted EBITDA positive in the month of Mar-24). Consolidated
EBITDA was positive for the full fiscal at INR 42 crore.
The Company also turned PAT profitable for the first time ever in FY24 reporting a consolidated PAT
of INR 351 crore compared to a loss of INR 971 crore in FY23.
,
11,323
Additionally net working capital reduced by INR
118 crore YoY .
,
As of Mar-24 consolidated cash balance stood at
,
INR 12 241 crore.
11
Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
A. Food delivery
1 GOV grew 23% YoY driven by both order volume growth and AOV growth
The 23% YoY GOV growth was driven by a 16% YoY growth in order volumes and a 5% YoY growth in
AOV. The following three factors supported GOV growth during the year - (i) visible recovery in
demand in FY24 after a relatively weak demand environment in the second half of FY23, (ii)
growing adoption of our Gold program and (iii) strong execution by the team especially around
ensuring delivery partner availability during periods of peak demand.
The 16% YoY order volume growth was driven Annual transacting customers
by a 9% YoY growth in annual transacting million
customers (ATCs) and a 7% growth in annual
ordering frequency.
63
Average monthly transacting customers grew 58
53
8% YoY to 18.4 million as more of our ATCs
started transacting every month (reflected in
the increasing annual order frequency).
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
210 326
180 285
The food delivery market in India continues to remain underserved from a restaurant supply
standpoint. In FY24, the monthly active restaurant base grew 18% YoY to 247k driven by new
restaurants opening-up and our coverage of existing restaurants increasing.
Average monthly active delivery partner base grew 22% YoY to 400k in FY24 supporting the growth
in the food delivery business.
Adjusted Revenue grew 27% YoY to INR 7,792 Food delivery Adjusted Revenue
crore in FY24. Adjusted Revenue as a % of INR crore
GOV, continued to increase primarily due to (i)
increase in restaurant commission take- 22.4% 23.4% 24.2%
rates, (ii) improvement in ad monetization and 27% YoY
(iii) introduction of platform fee from Q2FY24 7,792
29% YoY
onwards.
6,147
13
Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Food delivery business reported its first full year of Adjusted EBITDA
5 profit in FY24
-766
Fun fa c t
Most late-night orders in the last fiscal year came from Delhi NCR, while
most breakfast orders came from Bengaluru.
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
B. Quick commerce
Note: Blinkit FY23 data shown below is for the full fiscal year and is based on unaudited MIS numbers
as received from Blinkit. Consolidation of Blinkit in the books of Zomato Limited is from 10-Aug-2022
onwards (transaction closing date).
93% YoY
12,469
203
119
6,449
GOV grew 93% YoY to INR 12,469 crore in FY24 driven by a 71% YoY growth in order volumes and
13% YoY increase in AOV.
Order volumes grew 71% YoY to 203 million in FY24 largely in line with the 73% YoY growth in
average monthly transacting customers, while average monthly ordering frequency at an
aggregate level remained largely flattish.
The GOV growth was largely on account of higher throughput from our existing store network,
reflected in the 70% YoY growth in average GOV per day, per store.
Average monthly active riders increased to 67k in FY24 from 34k in FY23 in line with the growth in
the overall business.
F U N FA C T
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
The 73% growth in average monthly transacting Average monthly transacting customers
customers was largely on account of healthy new million
customer acquisition led by (i) new customer
adoption in existing locations, (ii) expansion of 5.1
serviceable locations within existing cities and new
cities and (iii) expansion in product assortment to
address multiple new use-cases beyond grocery and
essentials. 2.9
FY23 FY24
526
4.8
377 3.7
In FY24, we added 149 net new stores, taking the store count to 526 as at the end of the fiscal year.
Most of the new store addition was focused on (a) existing neighborhoods where we were exceeding
current store capacity or (b) covering more neighborhoods in existing cities. We aim to get to 1,000
stores by the end of FY25. Warehousing capacity increased 28% YoY to 4.8 million sqft in FY24 largely
driven by store expansion.
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Revenue grew faster than GOV at 116% YoY to INR Quick commerce Revenue
2,301 crore in FY24. Revenue as a % of GOV INR crore
increased by ~2 percentage points YoY driven by
improvement across all key revenue levers - 16.5% 18.5%
commission, ad monetization and customer delivery 116% YoY
charges. 2,301
1,063
FY23 FY24
Revenue Revenue as a % of GOV
Mar-24.
FY23 FY24 r 24
Ma -
In steady state, we expect a 4-5% Adjusted Adjusted EBITDA Adjusted EBITDA margin (% of GOV)
EBITDA margin (% of GOV) in this business.
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
C. Going-out
In FY24, we combined our existing dining-out business and the nascent ticketing business into a new
segment called ‘Going-out’. This is now the third B2C business coming out of Zomato (after food delivery
and quick commerce).
Note: We have shared corresponding FY23 numbers for the Going-out segment below for reference.
51% YoY
258
136% YoY
3,225
171
1,366
The 136% YoY GOV growth was largely driven by growth in the India dining-out business. In FY24,
Going-out GOV has scaled to ~10% of our food delivery GOV. The ticketing business is still nascent
with a large untapped opportunity ahead.
Adjusted Revenue grew 51% YoY to INR 258 crore in FY24 from INR 171 crore in FY23.
F U N FA C T
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
-1.0% -0.2%
Our ticketing business incurred losses largely
driven by growth investments in this business given
its nascent stage.
-6
-13
FY23 FY24
F U N FA C T
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
180% YoY
1,506
-126
538 -139
-194
Hyperpure revenue grew 111% YoY to INR 3,172 crore in FY24 driven by growth in both the core
restaurant supplies business and the newer quick commerce opportunity that we started tapping
into in FY23. Growth in the core restaurant business was primarily driven by increase in transacting
restaurants, better gross margins across select product categories and expansion of serviceable
locations.
Adjusted EBITDA margin improved to -4% in FY24 compared to -13% in FY23 driven by (a) gross
margin expansion due to better sourcing and growing mix of high margin categories, (b) increase in
minimum order value threshold leading to improvement in AOV (as a result of churn in smaller
unprofitable restaurants), and (c) scale related supply chain cost efficiencies.
F U N FA C T
1,190 outlets.
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Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Adjusted EBITDA
INR crore, unless otherwise mentioned FY22 FY23 FY24
Food delivery -766 -10 912
Quick commerce(1) - -562 -384
Going-out(2) - -13 -6
B2B supplies (Hyperpure) -139 -194 -126
Others(3) -68 -3 -24
Total -973 -783 372
Notes:
Consolidation of Blinkit numbers in books of Zomato Limited is only from August 10, 2022 onwards (transaction
closing date)
Till FY23, ‘Others’ included (a) dining-out revenue in India and UAE, (b) revenue from Zomato Live that includes events
like Zomaland and (c) other revenue. During FY24 (Q2FY24 onwards), we have re-classified "Going-out" as a separate
business segment which includes dining-out (India & UAE) + ticketing. We have shared corresponding FY23 numbers
for the Going-out segment above for reference. Prior to FY23, Dining-out business (India + UAE) is a part of ‘Others’
segment
Till FY23 (specifically till Q3FY23), there were two other sub-segments included in ‘Others’ - (i) revenue from food
delivery services that we offered to Talabat in UAE which was a pass-through revenue (EBITDA neutral) and has been
discontinued in Nov-22 and (ii) revenue from our Zomato Pro and Pro plus membership programs in India, which have
been discontinued in FY23. For FY24, ‘Others’ includes Zomato Payments Private Limited (ZPPL) and Zomato Limited
Services Private Limited (ZLSPL)
Adjusted Revenue shown above does not include inter-segment revenue
There could be some totalling anomalies in the numbers displayed above due to the impact of rounding off.
21
Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Food delivery
Financial metrics
INR crore, unless otherwise mentioned FY22 FY23 FY24
GOV 21,297 26,305 32,224
Adjusted Revenue 4,763 6,147 7,792
Contribution 352 1,196 2,225
Contribution as a % of GOV 1.7% 4.5% 6.9%
Adjusted EBITDA -766 -10 912
Adjusted EBITDA as a % of GOV -3.6% -0.0% 2.8%
Operating metrics
million, unless otherwise mentioned FY22 FY23 FY24
Orders 535 647 753
Average order value (INR) 398 407 428
Average monthly transacting customers 14.7 17.0 18.4
Average monthly active food delivery restaurant partners (‘000) 180 210 247
Average monthly active delivery partners (‘000) 285 326 400
Quick commerce
Financial metrics
INR crore, unless otherwise mentioned FY23 FY24
GOV 6,449 12,469
Revenue 1,063 2,301
Contribution -445 266
Contribution margin (as a % of GOV) -6.9% 2.1%
Adjusted EBITDA -1,016 -384
Adjusted EBITDA (as a % of GOV) -15.7% -3.1%
Operating metrics
million, unless otherwise mentioned FY23 FY24
Orders 119 203
Average order value (INR) 541 613
Average monthly transacting customers 2.9 5.1
Average GOV per day, per store (INR ‘000) 470 797
Note: FY23 numbers shown above are unaudited, MIS based numbers as received from Blinkit. Consolidation of Blinkit numbers in
books of Zomato Limited is only from August 10, 2022 (transaction closing date).
22
Company Overview: Operational and financial highlights | Statutory Reports | Financial Statements
Hyperpure
Financial metrics
INR crore, unless otherwise mentioned FY22 FY23 FY24
Going-out
Financial metrics
INR crore, unless otherwise mentioned FY23 FY24
23
Company Overview: Glossary | Statutory Reports | Financial Statements
Glossary
Consolidated
Term Description
Consolidated revenue from operations as per financials which includes food
Revenue delivery Revenue (+) Hyperpure (B2B supplies) Revenue (+) Quick commerce
Revenue (+) Going-out Revenue
Defined as Revenue (+) actual customer delivery charges paid in the food
delivery business (net of any discounts, including free delivery discounts on
Adjusted Revenue
account of Zomato Gold program) (+) platform fee paid in the food delivery
business (that is not already included in Revenue)
Defined as EBITDA (+) share-based payment expense (-) rental paid for the
Adjusted EBITDA
period pertaining to ‘Ind AS 116 leases’
Food delivery
Term Description
Food delivery business Refers to India food ordering and delivery business
All food delivery orders placed on our platform in India, including canceled
Orders
orders
Total monetary value of Orders gross of any restaurant or platform funded
discounts (excluding tips) (+) actual customer delivery charges paid (net of
Gross order value (GOV) any discounts, including free delivery discounts on account of Zomato Gold
program) (+) platform fee paid by the customer (+) packaging charges (+)
taxes
Average order value (AOV) GOV divided by number of Orders
Defined as commission and other charges (+) ad revenue (+) platform fee
Revenue and subscription revenue (net of discounts, credits and refunds other than
free delivery) (+) restaurant & delivery partner onboarding fee
Defined as Revenue (+) actual customer delivery charges paid (net of any
discounts, including free delivery discounts on account of Zomato Gold
Adjusted Revenue
program) (+) platform fee paid in the food delivery business (that is not
already included in Revenue)
Defined as Adjusted Revenue (-) last mile delivery cost (-) platform funded
discounts (-) payment gateway charges (-) customer support and
Contribution appeasement cost (-) customer & restaurant partner refunds (-) delivery
partner recruitment and onboarding cost (-) cash on delivery handling
charges (-) other miscellaneous costs
Adjusted EBITDA Defined as EBITDA (+) share-based payment expense (-) rental paid for the
period pertaining to ‘Ind AS 116 leases’
Monthly transacting Number of unique transacting customers identified by customers’ mobile
customers number that have placed at least one Order in India in that month
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Company Overview: Glossary | Statutory Reports | Financial Statements
Monthly active delivery Unique delivery partners identified by their national identity proof who
partners successfully delivered at least one Order in India in that month
Monthly active food delivery Unique restaurant partners that received at least one Order in India in that
restaurant partners month
Quick commerce
Term Description
Orders Defined as all orders placed on the Blinkit marketplace platform in India,
including canceled orders
Gross order value (GOV) Total monetary value of Orders at maximum retail price (“MRP”) of goods
sold (except for instances where MRP is not applicable such as fruits and
vegetables in which case final selling price is used instead of MRP), gross
of any seller/ brand/ platform funded subsidies (excluding tips) (+) actual
customer delivery charges paid (net of any discounts) (+) other charges
such as handling fee, convenience fee, packaging fee (+) taxes
Defined as EBITDA (+) share-based payment expense (-) rental paid for the
Adjusted EBITDA
period pertaining to ‘Ind AS 116 leases’
Monthly transacting Defined as the number of unique transacting customers identified by the
customers customers' mobile number that have placed at least one Order in that month
25
Company Overview: Glossary | Statutory Reports | Financial Statements
Going-out
Term Description
Defined as EBITDA (+) share-based payment expense (-) rental paid for the
Adjusted EBITDA
period pertaining to ‘Ind AS 116 leases’
Hyperpure
Term Description
Total monetary value of goods sold on the Hyperpure platform (net of any
Revenue returns/ discounts) (+) actual delivery charges paid (net of any discounts)
(+) other revenue
Defined as EBITDA (+) share-based payment expense (-) rental paid for the
Adjusted EBITDA
period pertaining to ‘Ind AS 116 leases’
26
Company Overview: ESG update | Statutory Reports | Financial Statements
ESG update
Over the years, we have supported several initiatives guided by our commitment to responsible and
sustainable business growth. We are glad to see a host of leading global ESG rating agencies recognise and
appreciate our sustainability commitments and initiatives.
ESG highlights
27
Company Overview: ESG update | Statutory Reports | Financial Statements
chain by 2033
Help restaurants reduce food waste
Diversity, Equity & Inclusion Health, Safety & Wellbeing for All
Achieve a minimum of 50% representation of Make substantive progress towards achieving
diverse groups - women, LGBTQIA+, persons zero on-road delivery partner fatalities
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Company Overview: ESG update | Statutory Reports | Financial Statements
We made meaningful progress on our eight sustainability themes. The section below shares key highlights of
our progress on each of our sustainability themes. For more details, please refer to the Business
Responsibility and Sustainability Report on page 71 of this report.
At the beginning of FY24, we set ourselves the goal of achieving Net Zero emissions across our food delivery
value chain by 2033. The table below highlights the progress we have made so far in FY24.
Maintain Scope 1 and We maintained 100% of our scope 1 & scope 2 emissions
i Scope 2 emissions at at zero through use of an equivalent amount of verified
carbon removal offsets and International Renewable
zero
Energy Certificates (IRECs)
Reduce last mile delivery Our last-mile delivery emissions on a per km basis reduced by
ii emissions by 70% on a 9.4% in FY24 compared to FY2
per km basis by FY30 This reduction was largely facilitated by the growing share of EV-
from a base year of FY22
based deliveries
In addition, our Hyperpure business has also been steadily ramping up the use of EVs for deliveries. In FY24,
~20% of Hyperpure orders were delivered via EVs.
Our voluntary initiatives to address waste generated by food delivery orders are driven by the principle of
‘reduce, recycle and reward’. Initiatives launched prior to FY24 were indexed towards the ‘reduce’ and ‘recycle’
aspects of this principle whereas initiatives launched during FY24 focused more on the ‘reward’ aspect.
The table below highlights our key existing and new initiatives aimed at waste reduction and our progress on
these initiatives during FY24.
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Company Overview: ESG update | Statutory Reports | Financial Statements
In terms of Environmental Management Systems for own operations, Zomato Limited received ISO
14001:2018 certification for its Gurugram and Bengaluru corporate offices in FY24.
3 Zero Hunger
Feeding India (FI), a Zomato giveback, continued its efforts towards creating a malnutrition free India. During
FY24, FI partnered with the government to design systemic interventions to reduce hunger among
underserved communities in India. As part of these interventions, FI expanded the scale of its existing
initiatives and piloted new ones. Key highlights include
Daily Feeding Program (DFP): FI operates one of India’s largest non-government feeding programs in
schools serving 1.2+ lakh daily meals to children studying in low-income affordable schools. DFP helps
underserved children get access to the right nutrition during formative years which is critical for their
holistic development. In FY24, FI served 1.3+ crore meals across 500+ schools and educational center
Partnering with the Government: Worked with the government to help improve food security for 25,000+
undernourished children across 4 districts – Varanasi, Gurugram, Etah and Kushinagar leading to
improvement in school attendance within these Anganwadi areas
Note
As per an independent external assessment
30
Company Overview: ESG update | Statutory Reports | Financial Statements
4 Inclusive growth
We continuously look for ways to positively impact the lives of our delivery partners and sustainability of our
restaurant partners in our food delivery business. We help reduce entry barriers for small entrepreneurs by
providing logistics, tech and call center support enabling restaurants to offer a seamless customer
experience for online food ordering and delivery. We also help generate earning opportunities for our delivery
partners who typically comprise of independent gig economy workers.
In FY24, we committed to two new goals to further empower small businesses and gig workers:
1 Support the growth of 300k+ micro, small 2 Enhance the earning and saving capacity of 1
and medium restaurant businesses and million gig workers through upskilling,
food entrepreneurs by 2030 partnerships and benefit programs by 2030
In our quick commerce business, we created earning opportunities not just for
67k monthly active delivery partners, but also for 20,000+ workers including
600+ women workers across our warehousing and store supply chain. We
continue to generate earning opportunities for local entrepreneurs and small
retailers that manage store operations for us in multiple locations. We also work
with local manufacturers and emerging consumer brands to expand their
footprint across multiple regions in India.
Our efforts to promote diversity and equity is not limited to our employees only but also extends to
stakeholders across our value chain. Some of our FY24 initiatives include
We achieved our target of onboarding 300 persons with disability (PwD) as delivery partners by Dec-23;
we onboarded a total of 419 PwD delivery partners in FY24
Launched maternity benefit plan for eligible women delivery partners, providing monetary cover and
assistance throughout pregnancy and childbirt
We have set a target of achieving 20% women representation across our warehouse off-roll workforce by
Dec-24. We had 9% representation as of Mar-24
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Company Overview: ESG update | Statutory Reports | Financial Statements
We also expanded the coverage for some of the initiatives launched in the past -
The Shelter Project - Launched in FY23, The Shelter Project provides all gig workers access to rest
points where they can take a break during deliveries and get access to basic amenities. During FY24,
we scaled the geographic presence of this initiative. As of Mar-24, Zomato operated a network of
373 rest points across the country
Emergency Ambulance Response - During FY24, we helped 1,358 delivery partners get access to
medical help in case of on-road emergencies. By Mar-24, average response time of our emergency
ambulance network had improved to <15 minutes
Insurance benefits for delivery partners - Insurance with accident cover up to INR 10 lakhs, health
cover up to INR 1 lakh, loss of pay coverage and maternity insurance up to INR 40k
As part of our delivery partner welfare initiatives, we also started to facilitate scholarships for children of
eligible delivery partners through funds raised from independent donors. As at the end of Mar-24, 150 K-12
scholarships and 100 test preparation scholarships had been given to children of delivery partners through a
merit-based open assessment from donations raised.
32
Company Overview: ESG update | Statutory Reports | Financial Statements
7 Customer centricity
Our major service innovations include Zomato Everyday, Zomato Legends, Large order fleet, Food on Train
and the Healthy section (described in detail earlier in this report). Additionally, we strengthened our
operations in 700+ cities bringing the food delivery experience to millions beyond Tier 1 cities, launched
Zomato AI to enable faster discovery of options and scaled up our systems to be able to handle 8.4K orders
per minute to meet the record surge in orders on New Year’s Eve 2024. Our behind-the-scenes
improvements to customer experience include building proprietary geo-location technology that has
resulted in a significant decrease in drop location errors. Automation of customer service has also reduced
the in-app query resolution time significantly. These improvements in the quality of customer experience are
core building blocks for our future growth.
8 Governance
Our governance goal is to maintain high standards of corporate governance to protect the interests of all our
stakeholders. As a technology platform, a key area of focus for us is cybersecurity and data privacy. In the last
fiscal year, we secured ISO 27001 certification for our Information Security Management Systems. In FY24,
our focus has been on preparing our systems for compliance with the Digital Protection and Data Privacy Act
2023. We also strengthened our internal employee training systems to support our compliance programs. For
more details on our corporate governance initiatives refer to our Corporate Governance Report on Pages
128-153 of this Annual Report.
33
Company Overview: Corporate information | Statutory Reports | Financial Statements
Corporate information
Board of Directors
Mr. Kaushik Dutta Mr. Deepinder Goyal Mr. Sanjeev
Founder - TARI,
Founder,
Bikhchandani
ex - PwC India MD & CEO - Zomato Founder -
Info Edge
h
C airman, Independent Director Executive Director Non Executive Director
Mi rosoft, Zomato
c ex - Myntra,
M insey & Co
cK .
Ms. Aparna
Popat Ved
Professional
Badminton Player,
ex - Olympian
Independent Director
M/s. Deloitte Haskins & Sells, M/s. Chandrasekaran Associates, Practicing Company
Chartered Accountants Secretaries
Bankers
Registrar and Share Transfer Agent:
Citibank NA
C-101, 1st Floor, 247 Park, L.B.S. Marg,
HDFC Bank Limited
Vikhroli (West), Mumbai 400 083
HSBC Limited
Tel.: +91 22 4918 6200
Zomato Limited
Ground Floor 12A, 94 Meghdoot,
Pioneer Square Building,
CIN: L93030DL2010PLC198141
Nehru Place, New Delhi - 110019
Sector 62, Golf Course Extension
E-mail: companysecretary@zomato.com Tel: +9111 4059 2373 Road, Gurugram, Haryana, 122098
34
Company Overview | Statutory Reports: MD&A | Financial Statements
A. Income
B. Expenses
Finance costs 72 49
Loss before share of profit / (loss) of an associate, exceptional items and tax 291 -1,014
Exceptional items 0 0
35
Company Overview | Statutory Reports: MD&A | Financial Statements
A. Income
Consolidated revenue from operations increased 71% YoY to INR 12,114 crore in FY24. Revenue growth was
driven by growth across all four of our key businesses (food delivery, quick commerce, Going-out and B2B
supplies).
a) Food delivery revenue from operations grew 40% YoY to INR 6,361 crore in FY24 from INR 4,533 crore in
FY23, driven by a 23% YoY increase in GOV and expansion in commission take rate. Starting Q2FY24, we
introduced a platform fee which contributed towards take-rate expansion. Ad income grew faster than
GOV driven by (i) increase in ad inventory on our platform and, (ii) increase in average ad spends per
advertiser.
(Note: Food delivery revenue as per the financial statements is different from the food delivery Adjusted
Revenue that we have presented on page 2 and page 13 as that also includes the customer delivery charges
that we collect on behalf of delivery partners from customers and platform pee paid by the customers in the
food delivery business (that is not already included in revenue). Adjusted Revenue is a metric tracked by the
management to analyse the business performance. Refer page 39 for the reconciliation between
consolidated Adjusted Revenue and revenue from operations.)
b) Hyperpure revenue more than doubled to INR 3,172 crore (111% YoY growth) in FY24, driven by growth in
both the core restaurant supplies business and the newer quick commerce opportunity that we started
tapping into in FY23. On the core restaurant side, growth was driven by increase in unique restaurants
served by Hyperpure and growth in revenue per restaurant.
c) Quick commerce revenue is not comparable between FY23 and FY24 as consolidation of Blinkit
financials in FY23 is from 10-Aug-22 onwards (transaction closing date). Based on the proforma numbers
for FY23 presented on page 17 of this annual report, quick commerce Revenue grew 116% YoY from INR
1,063 crore in FY23 to INR 2,301 crore in FY24 largely driven by the 93% YoY growth in GOV.
Overall take-rate also increased to 18.5% in FY24 from 16.5% in FY23 driven by all three revenue levers -
higher commissions, better ad monetization and higher customer delivery charges.
d) Going-out business grew 51% YoY to INR 258 crore from INR 171 crore in FY23, largely driven by growth in
the India dining-out business. Our events and ticketing business is still nascent with a large untapped
opportunity ahead.
For reference, we started reporting ‘Going-out’ as a separate business segment in our financials from
Q2FY24 onwards. Going-out includes our dining-out business (India + UAE) and our nascent ticketing
business. We have provided like-to-like prior period numbers for comparison.
Other income increased by INR 165 crore to INR 847 crore in FY24 primarily due to increase in treasury
income. This growth was driven by increase in investable cash balance and increase in overall yields as we
indexed a higher share of our investments towards debentures and bonds as compared to bank deposits.
36
Company Overview | Statutory Reports: MD&A | Financial Statements
B. Expenses
Cost of goods sold (COGS) increased by INR 1,487 crore (107% YoY) to INR 2,882 crore in FY24.
COGS primarily relates to the Hyperpure business and grew in line with Hyperpure Revenue growth.
Hyperpure gross margin improved YoY largely due to better sourcing and growing mix of high margin
categories. In the core restaurant supply business, we increased the minimum order value threshold below
which restaurants are not allowed to place orders. This led to churn of smaller unprofitable customers and
increase in average order value which resulted in better profitability.
Employee benefits expenses increased by INR 194 crore (13% YoY), to INR 1,659 crore in FY24. This primarily
includes salaries, wages, bonuses and share-based compensation paid to our on-roll employees across all
our businesses. Growth was largely driven by increase in salaries and wages due to increments and increase
in overall headcount which grew 34% to 8,244 in FY24 from 6,173 in FY23. Share-based payment expense
remained similar YoY at INR 516 crore in FY24 vis-à-vis INR 505 crore in FY23.
Finance Costs increased 47% YoY to INR 72 crore in FY24. This primarily includes interest on lease liabilities
recorded under Ind AS 116 which increased YoY as Blinkit store network scaled to 526 stores by Mar-24 from
377 stores in Mar-23.
Depreciation and amortization expense increased by INR 89 crore (20% YoY) to INR 526 crore in FY24. This
includes (i) depreciation on fixed assets, (ii) depreciation as recorded under Ind AS 116 and (iii) amortization of
intangible assets. Increase in expense was largely driven by an increase in depreciation charge recorded
under Ind AS 116 as Blinkit store network scaled. Amortization expense declined YoY as certain Blinkit
intangibles with 1 year useful life expired in FY23 and had nil corresponding charge in FY24.
Others
1,179
826
Note: Comprises of (i) availability fees paid by Zomato to the delivery partner over and above the customer delivery charge collected on
behalf of delivery partners in the food delivery business and (ii) delivery partner payouts in the quick commerce business.
37
Company Overview | Statutory Reports: MD&A | Financial Statements
Delivery and related charges increased 54% YoY in FY24 to INR 3,915 crore. This primarily includes payouts1
to delivery partners for last mile deliveries across our food delivery and quick commerce operations. It also
includes the delivery partner support cost and cost of consumables issued to delivery partners at the time of
onboarding.
Increase in delivery and related charges was due to (i) increase in food delivery availability fee paid to delivery
partners as a result of increase in order volumes and increase in average availability fee per order (due to rise
in proportion of free delivery orders on account of growing adoption of our Gold program) and (ii) increase in
quick commerce delivery related costs which grew in line with order volume growth. Delivery partner support
cost and cost of consumables also increased YoY due to increase in overall order volumes and delivery
partners on the platform. Part of the YoY increase in delivery and related charges is attributable to the
consolidation of Blinkit financials for the full year in FY24 as compared to FY23 where the consolidation of
Blinkit financials is from 10-Aug-22 onwards (transaction closing date).
Advertisement and sales promotion expenses increased 17% YoY to INR 1,432 crore in FY24. This includes
platform funded subsidies (to the extent not netted off from revenue), marketing & branding costs, customer
appeasement costs and refunds across our business operations. Growth was largely driven by increase in
marketing and branding expenses across food delivery and quick commerce operations as business volumes
scaled. Customer appeasement cost (including platform funded subsidies) grew YoY to incentivize and retain
customers. Merchant and customer refunds decreased YoY driven by better service levels. Part of the YoY
increase in advertising and sales promotion expense is attributable to the consolidation of Blinkit financials
for the full year in FY24 as compared to FY23 where the consolidation of Blinkit financials is from 10-Aug-22
onwards (transaction closing date).
IT support services, server and communication costs increased 25% YoY to INR 485 crore in FY24. This
primarily includes software subscription cost, server hire charges and communication costs incurred for our
consolidated operations. Growth was primarily due to increase in volume of transactions across our
platforms. Part of the YoY increase in this expense line is attributable to the consolidation of Blinkit
financials for the full year in FY24 as compared to FY23 where the consolidation of Blinkit financials is from
10-Aug-22 onwards (transaction closing date).
Outsourced support cost increased 11% YoY to INR 330 crore in FY24. This primarily includes cost largely
related to (i) store related off-roll manpower costs in our quick commerce operations and (ii) call center
support across our food delivery and quick commerce operations. These costs increased as our off-roll
manpower costs increased with our store footprint expansion in the quick commerce business. Part of the
YoY increase in this expense line is attributable to the consolidation of Blinkit financials for the full year in
FY24 as compared to FY23 where the consolidation of Blinkit financials is from 10-Aug-22 onwards
(transaction closing date).
Payment gateway charges increased 23% YoY to INR 190 crore in FY24 driven by increase in GOV transacted
across our platforms.
Others expense increased 43% YoY to INR 1,179 crore in FY24. This primarily includes quick commerce
warehouse management & associated logistics cost, rental expenses, legal & professional fee, general &
admin expenses, insurance cost amongst others. Growth was largely driven by increase in warehouse
management & associated logistics cost and rental expenses as quick commerce operations scaled across
new and existing cities. Other expenses such as legal & professional fee, G&A expenses, etc. also grew YoY.
Part of the YoY increase in this expense line is attributable to the consolidation of Blinkit financials for the
full year in FY24 as compared to FY23 where the consolidation of Blinkit financials is from 10-Aug-22
onwards (transaction closing date).
Note:
Comprises of (i) availability fees paid by Zomato to the delivery partner over and above the customer delivery charge collected on
behalf of delivery partners in the food delivery business and (ii) delivery partner payouts in the quick commerce business.
38
Company Overview | Statutory Reports: MD&A | Financial Statements
INR crore
Add: Platform pee paid in the food delivery business (that is not already
83 -
included in revenue)
Note: Up until Q1FY23, Adjusted EBITDA did not include the rental expenses on certain leases that are required to be
capitalised as per Indian Accounting Standard 116 (Ind AS 116). From Q2FY23 onwards, we have included the actual rent
paid for the period under such leases in the Adjusted EBITDA computation to reflect our cash profit / loss more
appropriately.
39
Company Overview | Statutory Reports: MD&A | Financial Statements
Q1FY24
Q3FY24
40
Company Overview Statutory Reports: Board Report Financial Statements
Board Report
Dear Members,
The Board of Directors of the Company (“Board”) hereby submits the board report for the financial year
ended on March 31, 2024 (“Board Report”) on the business, operations and performance of Zomato Limited
(“the Company”/ “Zomato”) along with audited financial statements of the Company. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
1. Financial highlights
The highlights on the Company’s financial statements on a standalone and consolidated basis are
summarised below:
(INR crore)
2. State of the Company’s affairs / overview 1. Food delivery: technology platform that provides
customers with a convenient, on-demand solution
Company overview
to search and discover restaurants, order food, and
Zomato Limited is one of the first home-grown new-
have it delivered reliably and quickly. In FY 2023-24,
age tech companies listed in India, with a mission to
6.3 crore unique customers across 800+ cities pan-
power India’s changing lifestyles. We operate through
India leveraged our platform to order food from 2.5
four key business segments:
lakh average monthly active food delivery restaurant
41
Company Overview Statutory Reports: Board Report Financial Statements
partners which were delivered by a network of 4 lakh in throughput of existing stores and geographical
average monthly active delivery partners. expansion across new and existing cities. FY24
was the first full year of consolidation of Blinkit
2. Quick commerce: online marketplace offering financials as compared to FY23 where consolidation
quick delivery (in <15 minutes) of products across of Blinkit financials is from August 10, 2022 onwards
categories (fresh, staples, electronics, beauty, (transaction closing date)
general merchandise, festive needs ++). Orders
placed by customers on the Blinkit app are fulfilled 3. Going-out revenue grew 51% YoY in FY24 largely
through a network of dark stores located close to the driven by growth in the India dining-out business
customer and delivered by a network of independent
delivery partners. 4. B2B supplies revenue grew 111% YoY driven by
growth in the core restaurant business as well as the
3. Going-out: Going-out is a combination of our newer quick commerce opportunity
dining-out business (in India and UAE) and our
nascent ticketing business - Zomato Live. Going-out Consolidated business turned Adjusted EBITDA, EBITDA
enables discovery and transactions for dining-out and PAT profitable for the full fiscal year. Consolidated
and ticketing. Adjusted EBITDA improved to INR 372 crore in FY24
from a loss of INR 783 crore in FY23. Improvement in
4. B2B Supplies (Hyperpure): B2B supplies business
Adjusted EBITDA profitability was primarily driven
supplying quality food ingredients and other products
by (a) improvement in food delivery Adjusted EBITDA
to restaurants and other B2B buyers.
margin and (b) significant reduction in losses in our
Financial results quick commerce business (which also turned Adjusted
Consolidated revenue from operations grew 71% YoY EBITDA positive in the month of Mar-24). Consolidated
to INR 12,114 crore in FY24 from INR 7,079 crore in EBITDA for the full fiscal was positive INR 42 crore.
FY23 driven by robust growth across all four of our
The Company also turned PAT profitable, on a
key business segments:
consolidated basis, for the first time ever in FY24
1. Food delivery revenue grew 40% YoY to INR 6,361 reporting a consolidated PAT of INR 351 crore compared
crore in FY24 and contributed 53% of consolidated to a loss of INR 971 crore in FY23.
reported revenue
The table below shows a quick summary of the Company
2. Quick commerce more than doubled its revenue operations in FY24 on a consolidated and standalone
on a YoY basis in FY24 primarily driven by increase basis as per Ind AS and applicable regulations.
(INR crore)
42
Company Overview Statutory Reports: Board Report Financial Statements
strategies and to communicate with our board of directors concerning our business and financial performance. We believe these non-
GAAP financial measures provide useful information to investors about our business and financial performance, enhance their overall
understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our
management in their financial and operational decision making. We are presenting these non-GAAP financial measures to assist our
investors and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing
results of operations of our business over multiple periods. Information given also includes information related to material subsidiaries.
Non-GAAP measures used by us are defined below:
1) Adjusted Revenue = Consolidated revenue from operations as per financials (+) actual customer delivery charges in the food delivery
business (net of any discounts, including free delivery discounts on account of Zomato Gold program) (+) platform fee paid in the food
delivery business (that is not already included in reported revenue from operations)
2) Adjusted EBITDA = Consolidated EBITDA (+) share-based payment expense (-) rental paid for the period pertaining to ‘Ind AS 116 leases’
3) EBITDA = Profit/loss as per financials excluding (i) tax expense (ii) other income (iii) depreciation and amortization expense (iv) finance
cost and (v) exceptional items
3. Subsidiary(ies) and associate company(ies) In accordance with Section 136 of the Act, the audited
During the financial year under review, the following financial statements, including the consolidated
entities were liquidated/closed: financial statements and related information of the
Company and accounts of its subsidiaries can be
1. Z
omato Australia Pty Limited, step down subsidiary
located in Australia w.e.f. June 11, 2023; accessed at https://www.zomato.com/investor-
relations/financials.
2. Z
omato NZ Media Private Limited, direct subsidiary
located in New Zealand w.e.f. June 22, 2023; 4. Change in nature of business
3. Z
omato Media Portugal, Unipessoal Lda, direct During the financial year under review, there has been
subsidiary located in Portugal w.e.f. July 27, 2023; no change in the nature of business of the Company.
4. Z
omato Chile SpA, direct subsidiary located in Chile
5. Dividend
w.e.f. September 29, 2023;
During the financial year under review, the Board
5. Z
omato Vietnam Company Limited, step down
subsidiary located in Vietnam w.e.f. February 02, has not recommended any dividend. The dividend
2024; distribution policy of the Company can be accessed
at https://b.zmtcdn.com/investor-relations/0e4c2a2
6. Lunchtime.cz s.r.o., step down subsidiary located
in Czech Republic w.e.f. February 06, 2024; and 14b341cff8c0afde09f161815_1685079747.pdf.
7. P
T. Zomato Media Indonesia, direct subsidiary 6. Amount proposed to be transferred to
located in Indonesia w.e.f. March 21, 2024.
reserves
Further, the Company has sold its entire voting rights The Company has not proposed to transfer any
(constituting 30%) in ZMT Europe LDA, associate
amount to the reserves during the financial year
company w.e.f. November 3, 2023.
under review.
As on March 31, 2024, the Company has 12 (twelve)
direct subsidiaries and 9 (nine) step down subsidiaries. 7. Transfer to investor education and
In accordance with the Companies Act, 2013 read protection fund
with rules framed thereunder (“Act”), a statement During the financial year under review, the Company
containing the salient features of the financial
was not required to transfer any funds and equity
statements of the subsidiaries and associate
company of the Company in form AOC-1 is annexed shares to the investor education and protection fund
as Annexure-I. as per the provisions of Section 125 of the Act.
43
Company Overview Statutory Reports: Board Report Financial Statements
Details of allotment of Equity Shares allotted by the Company are given below:
1 April 25, 2023 Allotment against exercise of options granted under Zomato 78,72,5001
Employee Stock Option Plan 2018 (“ESOP 2018”)
2. April 25, 2023 Allotment against exercise of options granted under Zomato 1,78,04,766
Employee Stock Option Plan 2021 (“ESOP 2021”)
3. July 31, 2023 Allotment against exercise of options granted under ESOP 2018 48,03,9001
4. July 31, 2023 Allotment against exercise of options granted under ESOP 2021 2,04,55,279
5. November 3, 2023 Allotment against exercise of options granted under ESOP 2018 30,95,4001
6. November 3, 2023 Allotment against exercise of options granted under ESOP 2021 10,02,78,384
7. November 3, 2023 Allotment against exercise of options granted under Zomato 30,95,664
Employee Stock Option Plan 2022 (“ESOP 2022”)
8. February 8, 2024 Allotment against exercise of options granted under ESOP 2018 1,67,36,6001
9. February 8, 2024 Allotment against exercise of options granted under ESOP 2021 9,01,40,771
10. February 8, 2024 Allotment against exercise of options granted under ESOP 2022 19,90,710
Total 26,62,73,974
1 Equity Shares allotted against exercise of ESOPs under ESOP 2018 also includes Equity Shares allotted to the allottees/employees in
the ratio of 6699:1, pursuant to the corporate action adjustment made under aforesaid scheme.
iii. Equity shares with differential rights and suspended on the Stock Exchanges during the
sweat equity shares financial year under review.
During the financial year under review, the Company
has neither issued sweat equity shares nor issued
9. Directors and Key Managerial Personnel
Equity Shares with differential rights as to dividend, (“KMP”)
voting or otherwise. i. Appointment/ re-appointment or resignation
of director(s)
iv. Listing on stock exchanges During the financial year under review, Sanjeev
The Equity Shares are listed on BSE Limited (“BSE”) Bikhchandani (DIN: 00065640), Non-Executive
and National Stock Exchange of India Limited (“NSE”) Nominee Director, liable to retire by rotation was
(collectively referred to as (“Stock Exchanges”)). re-appointed by the shareholders in the 13th AGM held
Further, trading in the Equity Shares was not on August 30, 2023.
44
Company Overview Statutory Reports: Board Report Financial Statements
In accordance with the provisions of Section 152 of the nomination, evaluation, and remuneration of
the Act and articles of association of the Company, directors and senior management personnel of the
Sanjeev Bikhchandani (DIN: 00065640) is liable to Company. The primary objective of the NRC Policy is
retire by rotation at the ensuing AGM and being to attract, recruit, retain, and incentivize the most
eligible, offers himself for re-appointment. The qualified and skilled individuals available in the talent
Board recommends the re-appointment of Sanjeev pool who can contribute to the long-term success
Bikhchandani (DIN: 00065640) as Non-Executive of the Company. It also aims to ensure the Board is
Nominee Director for shareholders’ approval at the diversified and has an appropriate mix of executive,
ensuing AGM. non-executive and independent directors with
diverse backgrounds to maintain the independence of
Further, no director has resigned from the Board of the Board and to separate its functions of governance
the Company during the financial year under review. and management.
ii. Appointment or resignation of KMP During the financial year under review, the NRC
During the financial year under review, there were no Policy remained unchanged. The NRC Policy can be
changes in the KMP(s). accessed at https://b.zmtcdn.com/data/file_assets/
d334ce29b2ed635dbd531d5c92fda1221625837674.
iii. Declarations from independent director(s) pdf.
As on March 31, 2024, independent directors have
confirmed that: Details of the Board and committees’ composition,
tenure of directors, areas of expertise and other
• t hey meet the criteria of independence laid down
relevant information have been disclosed in the
under the Act and the Securities and Exchange
corporate governance report forming part of this
Board of India (Listing Obligations and Disclosure
Annual Report.
Requirements) Regulations, 2015 (“SEBI Listing
Regulations”); We affirm that the remuneration paid to the directors
is as per the terms laid out in the NRC Policy of the
• t hey have complied with the code for independent
Company.
directors prescribed under Schedule IV to
the Act;
10. Number of meetings of Board
• t hey have registered themselves with the During the financial year under review, the Board
independent director’s databank maintained by the met 6 (six) times. The maximum interval between
Indian Institute of Corporate Affairs; and any two meetings of the Board did not exceed 120
days. Details of the meetings of the Board along with
• t hey are not aware of any circumstance or the attendance of the directors therein have been
situation, which exists or may be reasonably disclosed in the corporate governance report forming
anticipated, that could impair or impact their part of this Annual Report.
ability to discharge their duties with an objective
independent judgment and without any external 11. Board evaluation
influence. In line with the requirements of the Act and SEBI Listing
Regulations, nomination and remuneration committee
iv. Company’s policy on directors’ appointment
(“NRC”) and the Board have defined a process and
and remuneration including criteria for identified the criteria which includes the Board
determining qualifications, positive composition and structure, effectiveness of Board
attributes, independence of a director and processes, information and functioning, contribution
other matters of the individual director to the Board and committee
The nomination and remuneration policy meetings etc., for performance evaluation of the
(“NRC Policy”) has been formulated in compliance Board, committee, chairman and individual Board
with Section 178 of the Act and Regulation 19 of the members including independent directors, through
SEBI Listing Regulations to set out a framework for policy for evaluation of the performance of the Board.
45
Company Overview Statutory Reports: Board Report Financial Statements
The Company engaged Nasdaq Governance Solutions, 14. Vigil mechanism and whistle blower
a global leader in Board evaluations for review of the policy
performance of the chairman, other non-independent
The Company is committed to conducting its business
directors, Board and committees by the directors for
affairs with fairness and transparency, adhering to
the financial year 2023-24. The process involved a
the highest standards of integrity, professionalism
questionnaire-based approach followed by independent
and ethical behavior. In line with this commitment,
one-on-one discussions with non-executive directors the Company has formulated a Vigil Mechanism and
by the Nasdaq. Whistle-Blower Policy (“Policy”) in accordance with
the provisions of the Act and Regulation 22 of SEBI
This comprehensive review delved into the nuanced
Listing Regulations. This Policy aims to provide a
dynamics of the Board, scrutinising aspects such
platform and mechanism for employees, directors
as Board composition, strategic participation,
and other stakeholders to report unethical behavior,
quality of discourse, leadership efficacy, and overall
fraud or violations of the Company’s Code of Conduct,
organisational vitality.
ethics and principles without fear of retaliation. It
The outcome of the overall evaluation was shared by also ensures direct access to the Chairperson of the
Audit Committee.
Nasdaq to the Chair of NRC and further the same was
shared with the NRC and the Board of the Company. Reported concerns are thoroughly investigated by
an independent fraud prevention committee and are
12. Committees of the Board
reported to the Audit Committee on a quarterly basis.
As on March 31, 2024, the Board has 6 (six) The Company affirms that, in compliance with the
committees: Audit Committee, Nomination and Policy, no personnel have been denied access to the
Remuneration Committee, Risk Management Chairperson of the Audit Committee.
Committee, Stakeholders’ Relationship Committee,
Corporate Social Responsibility Committee and The Policy can be accessed at https://b.
Investment Committee. zmtcdn.com/investor-relations/
d0ee8ccbb36c72f7abd0380cea49c933_1716475054.
Further, during the financial year under review, pdf.
the Initial Public Offer (IPO) Committee was dissolved
w.e.f. May 19, 2023. During the financial year under review, 73 complaints
were reported, all of which were resolved in a timely
A detailed note on the composition of the committees manner. These complaints included issues such as
and other mandatory details is provided in the suspicious reimbursements by employees, misuse of
corporate governance report forming part of this access rights, and other violations of the Company’s
Annual Report. Code of Conduct. Appropriate actions, such as
suspension, warning, or termination of employment,
13. Corporate Social Responsibility (“CSR”) were taken in accordance with the Policy.
policy
The CSR policy outlines the Company’s philosophy, 15. Risk management
responsibility and lays down the guidelines and i. Risk management policy:
mechanism for undertaking socially impactful At an organization level, we believe that our success
programs towards welfare and sustainable depends on our ability to identify and leverage
development of the community around the area of opportunities while managing risks effectively.
its operations. The brief outline of the CSR policy of Risk management has been an integral part of our
the Company along with other mandatory details is Company’s strategy and a key pillar in achieving our
annexed in Annexure – II. long-term goals.
46
Company Overview Statutory Reports: Board Report Financial Statements
A Risk Management Committee (“RMC”) has been set significantly impact the overall perception of the
up by the Board to design, implement, and monitor brand, potentially leading to legal disputes and
the Company’s risk management strategies. The significant rebranding costs.
RMC ensures these procedures are effective,
continuously monitored, and reviewed. Additionally, Zomato has comprehensive branding guidelines
the Audit Committee provides oversight on financial to ensure accurate and consistent branding and
risks and controls. Through our Risk Management publicity across all channels. We have a dedicated
Policy, strategic risks are identified, risk owners public relations team which actively monitors
are assigned, and mitigation measures are defined. and addresses negative publicity, tracking public
These risks are diligently tracked and reported to the sentiment and feedback across platforms. We strive
RMC on a regular basis. to launch positive PR campaigns and marketing
initiatives that highlight success stories, celebrate
The risk management policy can be accessed achievements aligned with our brand values, and
at https://b.zmtcdn.com/investor-relations/ encourage community involvement and betterment.
ff3961a12ba0b40f3c27a5b755a34b58_1684915561.pdf. By actively engaging with stakeholders through
surveys and feedback forms, we try our best
The Governance, Risk & Compliance team drives
to understand concerns and preferences, and
the risk management procedures within the
continuously try to improve our services.
organization. This involves the periodic identification,
assessment, and prioritization of key operational,
These measures demonstrate Zomato’s commitment
financial, strategic, and regulatory risks, followed
to maintaining brand integrity, proactively managing
by coordinated mitigation efforts. A risk register is
negative publicity, and protecting its intellectual
maintained and regularly updated to ensure effective
property.
risk tracking and mitigation. This approach promotes
transparency, minimizes adverse impacts on business • Customer Experience: Zomato as a group may
objectives, and enhances the Company’s competitive face a loss of trust and brand reputation due to
advantage by identifying risk trends, exposures, and
poor customer experiences, stemming from service
potential impacts at both the Company and business
unavailability, subpar service quality and inconsistent
segment levels.
pricing, among other factors.
As a Company, we are committed to continuously
To enhance customer experience, Zomato conducts
strengthening our risk management systems and
regular training for delivery partners, associates,
processes to keep pace with the rapidly changing
and third-party workers on food handling and service
business environment. Our framework supports
quality. Company has dedicated support team to
decision-making at all levels of the enterprise
resolve customer grievances. Customer complaints
ii. Risk and concerns: regarding subpar service quality are communicated to
In line with the ERM exercise which was conducted for restaurant partners and sellers to help them improve
Zomato at a consolidated group level, below are the their services / products. In parallel, the Company also
strategic risks which have been identified and may provides dedicated support services for restaurants
impact Zomato group in the long run: and delivery partners at City and Central level where
concerns of respective stakeholders are addressed
• Brand Reputation: Zomato may face loss of brand and resolved. Further, Customers can provide reviews
perception and reputation due to factors such as and ratings on the platform, visible to all users, and
negative publicity or feedback on multiple platforms. continuously support in improving our products and
These risks can arise from dissatisfied customers, services.
incidents attracting unfavourable public attention,
copyright infringement issues, intellectual property By actively conducting training sessions, addressing
conflicts, unauthorized use of branding elements customer grievances, ensuring price consistency,
from other companies or artists, such as logos, and responding to feedback, having dedicated
or instances of plagiarism. Such occurrences can support services Zomato is committed to delivering
47
Company Overview Statutory Reports: Board Report Financial Statements
exceptional customer experiences, maintaining • Business Strategy: Zomato faces the risk of revenue
brand trust, and continuously improving its services. stagnation and hindered growth in the absence of a
well-defined strategy for developing new products as
• Technology: With evolving technology, Zomato well as for the expansion, closure, and scalability of
can be exposed to cybersecurity risks, including stores and warehouses. This may lead to over-reliance
ransomware attacks, phishing scams, denial-of- on limited revenue sources, challenges in retaining
service (DoS) attacks, and other cyber threats. and acquiring customers, and missed opportunities
These incidents can lead to data breaches, service in exploring new markets and evolving trends.
disruptions, and the loss of confidential or sensitive
data, resulting in a loss of stakeholder trust, financial Zomato is committed to enhancing stakeholder
losses, regulatory fines, and a diminished market experience and driving long-term engagement
reputation. Additionally, app downtime, inadequate through innovation. As a group, we continuously
technology infrastructure to handle high traffic collect and act on feedback from stakeholders to
volumes, and challenges adapting to new technology refine our offerings. Rigorous testing is conducted
could cause financial and reputational harm. before any feature or product is launched to ensure
quality and reliability. Our business has diversified
To manage these risks, Zomato has established across multiple domains and has not restricted
dedicated teams and defined frameworks. Regular itself to food deliveries only. We have expanded
testing and maintenance are conducted to ensure to restaurant supplies (through Hyperpure), food
the platforms resilience against such threats. The carnivals (Zomaland), and quick commerce business
group has implemented advanced cybersecurity tools (Blinkit), reducing dependence on a single revenue
to bolster its technology infrastructure, adopting stream. We are continuously launching new
global best practices to secure its systems. Bug products such as Homely Meals, Veg-Only option,
bounty programs and initiatives like Hackerthrone are Intercity deliveries to align with evolving customer
utilized to identify security vulnerabilities. Periodic preferences. For Quick Commerce, we are expanding
Cyber Security Assessments are conducted to ensure to new cities and introducing new products to meet
robust protection. customer demands.
• People Management: Ability to attract and retain By fostering innovation, diversifying our business, and
top talent, along with succession challenges, may aligning with customer needs, Zomato is dedicated
limit our ability to achieve business goals. to overcoming growth challenges by having a clear
business strategy.
Zomato has implemented a robust succession
planning policy for the Board and critical management • Competition: Zomato may face negative impact on
positions. Additionally, we have an Equal Opportunity, business, revenue and growth due to new entrants in
Diversity, and Inclusion policy to cultivate a culture the market or increased competition from existing
of diversity, equity, and inclusion. This policy aims to competitors providing similar services.
create and sustain an environment where everyone
feels valued and respected. As part of these Zomato manages its business with agility and
initiatives, group offers equal parental and period resilience, ensuring continuous competitive growth.
leaves, among other benefits, to support employee Zomato has strategically diversified its business
well-being. The Company also fosters a culture of portfolio in businesses such as Quick Commerce,
mentorship to develop high-performing employees Restaurant supplies and Zomato live. Additionally,
for future leadership roles, promoting both individual Zomato continuously invests in research and
and organizational growth.
development to innovate its products and services
By prioritizing succession planning, fostering based on customer feedback. As an organisation,
diversity and inclusion, and nurturing talent through Zomato is deeply committed to providing exceptional
mentorship and support programs, Zomato is customer service, fostering strong stakeholder
committed to building a strong, inclusive workforce relationships, and promoting retention and repeat
capable of driving success. business. As a group, we keep harnessing our
48
Company Overview Statutory Reports: Board Report Financial Statements
execution capabilities through differentiated compliance of Regulation 24A of the SEBI Listing
products, effective marketing and promotional Regulations and the same can be accessed
activities and improved operational efficiencies. at https://b.zmtcdn.com/investor-relations/
af03c6a34ee4779c4c4157dc1fbc5836_1715582621.pdf.
16. Auditors and auditors’ reports
i. Statutory Auditors iii. Internal auditor
M/s. Deloitte Haskins & Sells, Chartered Accountants, Deepak Ahluwalia, Chartered Accountant, Head of
(FRN: 015125N), were appointed as Statutory Auditors Governance, Risk & Compliance for the Company, has
of the Company for a term of 5 (five) consecutive been appointed as the Internal Auditor in accordance
years starting from the conclusion of the 10 th AGM with the provisions of Section 138 of the Act.
till the conclusion of the 15th AGM. Further, they have
He is assigned to provide governance over internal
confirmed that:
audit, ensure implementation of robust internal
a. their appointment is within the limit prescribed controls and enhance the Company’s systems and
under the Section 141 of the Act; processes. He is supported in the discharge of his
b. they are not disqualified from continuing as duties by firms of Chartered Accountants, collectively
Statutory Auditors under the Section 141 of the Act; providing comprehensive governance and compliance
and assurance.
c. they hold a valid certificate issued by the peer review
board of the Institute of Chartered Accountants of The findings from audits and control testing are
India. presented to the Audit Committee on a quarterly
basis for their review and action.
M/s. Deloitte Haskins & Sells have given unmodified
opinion and have not given any qualification or 17. Internal financial controls and their
reservation or adverse remark or disclaimer adequacy
in their audit report on the audited financial
Internal financial controls are an integral part of
statements (standalone and consolidated) of
the Company’s risk and governance framework,
the Company for the financial year ended on
addressing financial and operational risks to ensure
March 31, 2024.
the orderly and efficient conduct of its business.
ii. Secretarial Auditors This includes adherence to Company policies,
M/s. Chandrasekaran Associates, Company safeguarding of assets, prevention and detection
Secretaries, (FRN: P1988DE002500) were appointed of fraud and errors, accuracy and completeness of
as Secretarial Auditors of the Company for the accounting records, and the timely preparation of
financial year ended on March 31, 2024. The secretarial reliable financial information.
audit report issued by the Secretarial Auditors
The Company has an adequate internal financial
does not contain any qualification or reservation or
control system over financial reporting. This system
observation or adverse remark and is annexed as
ensures that all transactions are authorized, recorded
Annexure - III A.
and reported correctly in a timely manner, providing
Further, M/s. Chandrasekaran Associates, Company reliable financial information and complying with
Secretaries, (FRN: P1988DE002500), also acted as applicable accounting standards, commensurate with
Secretarial Auditors for Zomato Hyperpure Private the size and volume of the Company’s business. Key
Limited (“ZHPL”), material unlisted subsidiary internal financial controls have been documented,
of the Company for the financial year ended on automated wherever possible and embedded in
March 31, 2024. The secretarial audit report of ZHPL respective business processes.
is annexed as Annexure - III B.
Assurance to the Board on the effectiveness of
The Company has submitted the annual secretarial internal financial controls is obtained through three
compliance report with BSE and NSE in lines of defense:
49
Company Overview Statutory Reports: Board Report Financial Statements
(a) Management reviews and self-assessments; ii) Zomato Employee Stock Option Plan 2018;
(b) Continuous controls monitoring by the Governance, iii) Zomato Employee Stock Option Plan 2021; and
Risk and Compliance Function; and
iv) Zomato Employee Stock Option Plan 2022.
(c) Independent design and operational testing by the
Subsequently, the Company formulated Zomato
Statutory and Secretarial Auditors.
Employee Stock Option Plan 2024 (“ESOP 2024”)
The Company is of the opinion that the internal pursuant to the resolution passed by the shareholders
financial controls were adequate and operating on June 29, 2024 through postal ballot.
effectively during the financial year under review.
In accordance with the terms of ESOP Schemes,
Furthermore, these internal financial controls were
options may be granted to employees of the Company
tested by the Statutory Auditors, who reported no
and its subsidiaries which gives them rights to
material weaknesses or significant deficiencies in
receive equity share of the Company having face
their design or operation.
value of INR 1/- (Indian rupee one) each on vesting.
The Company confirms that the ESOP Schemes are in
18. Human resources
compliance with the Securities and Exchange Board
As on March 31, 2024, the permanent employees on the of India (Share Based Employee Benefits and Sweat
rolls of the Company were 3,988 (Three thousand nine Equity) Regulations, 2021 (“SEBI ESOP Regulations”)
hundred and eighty eight). The Company’s employees and there is no change in the ESOP Schemes of the
have always been one of the key stakeholders. We are
Company during the financial year under review.
committed to hiring and retaining the best talent.
We focus on promoting a collaborative, transparent, Further, the details as required to be disclosed
participative organization culture and rewarding under Regulation 14 of the SEBI ESOP Regulations
merit and sustained high performance. can be accessed at https://b.zmtcdn.com/investor-
relations/esopdisclosurefy2024.pdf and details for
The details with respect to the remuneration of
ESOP Schemes of the Company also forms part of the
directors and employees as required under Section
notes to accounts of the financial statements.
197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial The Company has also obtained certificates from
Personnel) Rules, 2014 is annexed as Annexure - IV. the Secretarial Auditors confirming that ESOP 2014,
ESOP 2018, ESOP 2021 and ESOP 2022 have been
In terms of Section 136 of the Act, Annual Report and
implemented in accordance with the SEBI ESOP
financial statements of the Company are being sent to
Regulations and the resolutions passed by the
the shareholders excluding information on details of
shareholders of the Company. The said certificates
employee remuneration as required under provisions of
will be made available for inspection by the members
Section 197 of the Act and Rule 5(2) & 5(3) of Companies
electronically during the AGM of the Company.
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. If any shareholder is interested
20. Disclosure under the Sexual Harassment
in obtaining a copy of the aforesaid information,
such shareholder may send an email to the Company of Women at Workplace (Prevention,
Secretary and Compliance Officer of the Company at Prohibition and Redressal) Act, 2013
companysecretary@zomato.com in this regard. The Company has zero tolerance for sexual
harassment in the workplace and has adopted a
19. Disclosure regarding employee stock gender-neutral policy on the Prevention of Sexual
options plans Harassment, in line with the provisions of the Sexual
As on financial year ended on March 31, 2024, the Harassment of Women at Workplace (Prevention,
Company has four employees stock option plan Prohibition and Redressal) Act, 2013, and the
(“ESOP Schemes”) namely: accompanying Rules. The Company has established
i) F
oodie Bay Employee Stock Option Plan 2014 a framework for employees to report cases of sexual
(“ESOP 2014”); harassment while ensuring complete confidentiality.
50
Company Overview Statutory Reports: Board Report Financial Statements
The policy can be accessed at https://b. During the financial year under review, various
z m tc d n .c o m / i n v e s to r- r e l a ti o n s /d e e c initiatives / steps were taken to improve energy
32540a09b9436c2d2a877d814f03_1684910352.pdf. conservation and reduce carbon targets such as:
Number of complaints disposed of during the 3 Through these impactful initiatives, we are making
financial year substantial strides in energy conservation and carbon
Number of complaints pending as at the end 0 reduction, setting a benchmark for sustainability and
of the financial year environmental responsibility.
The details as required under Section 134 of the Act
21. Conservation of energy, technology
are given hereunder:
absorption, and foreign exchange earnings
S. Particulars Details
and outgo No.
The particulars relating to conservation of energy,
(i) the steps taken or impact on As mentioned
technology absorption, and foreign exchange conservation of energy above
earnings and outgo, as required to be disclosed under (ii) the steps taken by the Company for Nil
Section 134 of Act are as under: utilising alternate sources of energy
(iii) the capital investment on energy Nil
i. Conservation of energy conservation equipments
The Company is committed towards conservation of
energy and climate, which is reaffirmed in our actions ii. Technology absorption
and our environmental policy which is also available Zomato is a technology-first organization, harnessing
on the website of the Company. Zomato continuously the power of artificial intelligence, machine learning,
strives to reduce the environmental impact of its and advanced data science to continuously drive
operations and lower its carbon footprint. It focuses innovation for our key stakeholders. We are committed
on improving energy efficiency and improving waste to using technology to transform every aspect of
management to reduce the overall environment our business, ensuring a seamless and exceptional
footprint. experience for all stakeholders.
51
Company Overview Statutory Reports: Board Report Financial Statements
The details as required under Section 134 of the Act are given hereunder:
Sr. No. Particulars Category
52
Company Overview Statutory Reports: Board Report Financial Statements
53
Company Overview Statutory Reports: Board Report Financial Statements
all transactions entered into by the Company with xiv. Compliance with Secretarial Standards
its related parties were on arm’s length basis and During the financial year under review, the Company
ordinary course of business. Hence, disclosure under has complied with the applicable provisions of the
the prescribed Form AOC-2 in terms of Section 134 of Secretarial Standard-1 and Secretarial Standard-2
the Act is not required. issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs.
x. Deposits
The Company has not accepted any deposits from xv. Revision of financial statements and Board
public and no amount on account of principal or Report
interest on deposits from public was outstanding During the financial year under review, there were no
as on the date of the balance sheet. Accordingly, revision in the financial statements and Board Report
disclosures related to deposits as required to be made of the Company.
under the Act are not applicable to the Company.
xvi. Other disclosures
xi. Particulars of loan and advances, During the financial year under review, disclosure
guarantees and investments w.r.t. details of difference between amount of the
Details of loans and advances given, investments valuation done at the time of one time settlement and
made or guarantees given or security provided as the valuation done while taking loan from the banks or
per the provisions of Section 186 of the Act and
financial institutions along with the reasons thereof,
Regulation 34 read with Schedule V of the SEBI Listing
is not applicable.
Regulations are given in the notes forming part of the
financial statements provided in this Annual Report. 23. Directors responsibility statement
In accordance with the provisions of Section 134 of
xii. Downstream investment
the Act, directors to the best of their knowledge and
The Company being a foreign owned or controlled
belief confirm and state that:
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 (“FEMA”) a) In the preparation of the annual accounts for the
read with the Foreign Exchange Management (Non- financial year ended on March 31, 2024, the applicable
debt Instruments) Rules, 2019 (“NDI Rules”) for accounting standards have been followed along with
the downstream investment made in other Indian proper explanation relating to material departures;
entities. The Company has obtained a certificate,
confirming compliance with FEMA read with the b) The directors have selected such accounting
NDI Rules from M/s. Deloitte Haskins & Sells, policies and applied them consistently and made
Chartered Accountants, (FRN: 015125N), Statutory judgments and estimates that are reasonable and
Auditors of the Company. prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial
xiii. Details of application made or any year March 31, 2024 and of the profit of the Company
proceeding pending under the Insolvency for that period;
and Bankruptcy Code, 2016
c) The directors have taken proper and sufficient
During the financial year under review, no application
care for the maintenance of adequate accounting
is made or proceeding is pending, by or against the
records in accordance with the provisions of the
Company under the Insolvency and Bankruptcy Code,
2016.
54
Company Overview Statutory Reports: Board Report Financial Statements
Act for safeguarding the assets of the Company and that such systems were adequate and operating
and for preventing and detecting fraud and other effectively.
irregularities;
Acknowledgments
d) The directors have prepared the annual accounts
on a going concern basis; The Board would also like to thank all stakeholders
including but not limited to shareholders, customers,
e) The directors have laid down internal financial
delivery partners, restaurant partners and all other
controls to be followed by the Company and that such
business associates for their continuous support to
internal financial controls are adequate and were
the Company and their confidence in its management.
operating effectively; and
f) The directors have devised proper systems to ensure We look forward to their continuous support in the
compliance with the provisions of all applicable laws future.
Sd/- Sd/-
Deepinder Goyal Kaushik Dutta
Managing Director & Chief Executive Officer Chairman & Independent Director
DIN: 02613583 DIN: 03328890
55
ANNEXURE - I
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries and associate companies
Part A: Subsidiaries
INR crore*
1. Sr. No. 1 2 3 4 5 6 7 8 9 10
2. Name of the subsidiary Zomato Chile PT. Zomato Zomato NZ Zomato Media Zomato Media Zomato Lunchtime. cz Zomato Gastronauci Zomato
SpA Media Media Pvt. Ltd. (Private) Portugal, Ireland s.r.o Slovakia s.r.o Sp z.o.o Malaysia Sdn.
Indonesia Limited, Unipessoal, Limited Bhd.
Srilanka Lda
3. The date since when subsidiary was acquired 13-Mar-14 8-May-14 19-May-14 10-May-13 11-Feb-14 9-May-14 19-Aug-14 3-Oct-14 30-Oct-14 15-Sep-14
4. Reporting period for the subsidiary concerned, if 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24
different from the holding company’s reporting
period.
Status Closed w.e.f. Closed w.e.f. Closed w.e.f. Closed w.e.f. Closed w.e.f.
Company Overview
11. Turnover - - - - - 0 - - - -
12. Profit/(loss) before taxation - (0) - (0) - 1 - (0) (0) (0)
13. Provision for taxation - - - 0 - - - - - -
14. Profit/(loss) after taxation - (0) - (0) - 1 - (0) (0) (0)
15. O ther comprehensive income - (0) - 0 - 0 - 0 0 (0)
16. Profit (loss) for the year - (0) - (0) - 1 - (0) (0) (0)
17. Proposed dividend - - - - - - - - - -
18. Extent of shareholding (in percentage) NA NA NA 100% NA 100% NA 100% 100% 100%
56
Financial Statements
1. Sr. No. 11 12 13 14 15 16 17 18 19 20
2. Name of the subsidiary Zomato Zomato Inc. Zomato Zomato Zomato Zomato Middle Zomato Zomato Zomato Blink Commerce
Australia PTY Netherlands Internet Vietnam East Fz - LLC Philippines Internet LLC Hyperpure Private Limited
Limited B.V. Hizmetleri Company Inc. Private
Ticaret Limited Limited
Anonim Sirketi
3. The date since when subsidiary was acquired 9-Dec-14 16-Dec-14 23-Jan-15 23-Jan-15 10-Dec-14 20-Jul-15 7-Jul-15 28-Dec-16 8-Oct-15 10-Aug-22
4. Reporting period for the subsidiary concerned, 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24
if different from the holding company’s
reporting period.
Status Closed w.e.f. Closed w.e.f.
11 June 2023 02 February
2024
5. Reporting currency and exchange rate as on AUD USD Euro Turkish Lira Vietnamese AED PHP QAR INR INR
the last date of the relevant financial year in the Dongg
case of foreign subsidiaries.
Exchange rate
Closing rate 54.2632 83.3363 89.9318 2.5670 0.0034 22.6880 1.4826 22.6539 1.0000 1.0000
Company Overview
Average rate 54.4526 83.3363 89.7800 3.1595 0.0034 22.5347 1.4796 22.5657 1.0000 1.0000
6. Share capital - 463 1 31 - 24 44 15 30 0
7. Reserves & surplus - (463) (0) (28) - 33 (46) (15) 991 468
8. Total assets - 2 1 5 - 65 1 - 1,551 1,202
9. Total liabilities - 2 0 2 - 8 3 - 530 734
10. Investments - - - - - - - - 206 136
11. Turnover - - - - - 14 - - 3,599 1,881
12. Profit/(loss) before taxation - (3) (0) 1 - 0 (1) (0) (160) (645)
13. Provision for taxation - 0 - - - - 0 - - -
14. Profit/(loss) after taxation - (3) (0) 1 - 0 (1) (0) (160) (645)
15. O ther comprehensive income - 0 0 (2) - 1 0 (0) 6 (0)
16. Profit (loss) for the year - (3) (0) (1) - 1 (1) (0) (154) (645)
Statutory Reports: Board Report
57
Financial Statements
1. Sr. No. 21 22 23 24 25 26 27 29
2. Name of the subsidiary Delivery 21 Carthero Zomato TongueStun Zomato Local Zomato Zomato Zomato
Inc. Technologies Entertainment Food Networks Services Private Foods Private Payments Financial
Private Limited Private Limited Private Limited Limited Limited Private Services
Limited Limited
3. The date since when subsidiary was acquired 23-Oct-15 27-Mar-18 4-Dec-18 22-Nov-18 21-Jun-19 5-Sep-20 4-Aug-21 25-Feb-22
4. Reporting period for the subsidiary concerned, if different from 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24 31-Mar-24
the holding company’s reporting period.
Status
5. Reporting currency and exchange rate as on the last date of the PHP INR INR INR INR INR INR INR
relevant financial year in the case of foreign subsidiaries.
Exchange rate
Closing rate 1.4826 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
Average rate 1.4796 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000
6. Share capital 0 0 0 4 0 0 59 16
7. Reserves & surplus (14) 23 7 (4) 4 2 (25) (2)
Company Overview
8. Total assets - 23 25 2 17 3 38 14
9. Total liabilities 14 0 18 2 13 1 4 0
10. Investments - 2 7 1 - 2 - -
11. Turnover - - 19 - 21 - 7 -
12. Profit/(loss) before taxation - 0 (46) 21 (4) 0 (20) (1)
13. Provision for taxation - - - - - 0 - 0
14. Profit/(loss) after taxation - 0 (46) 21 (4) 0 (20) (1)
15. O ther comprehensive income 0 - (0) - (0) - (0) (0)
16. Profit (loss) for the year 0 0 (46) 21 (4) 0 (20) (1)
17. Proposed dividend - - - - - - - -
18. Extent of shareholding (in percentage) 52.20% 100% 100% 100% 100% 100% 100% 100%
Notes:
Statutory Reports: Board Report
58
Financial Statements
Company Overview Statutory Reports: Board Report Financial Statements
Sd/- Sd/-
Deepinder Goyal Kaushik Dutta
Managing Director & Chief Executive Officer Chairman & Independent Director
DIN: 02613583 DIN: 03328890
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
Chief Financial Officer Company Secretary
PAN: AIVPG9914G Mem. No.: A-29579
59
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - II
The CSR policy of the Company has been reviewed and re-approved by the Board in its meeting held on May 13,
2024. There has been no material change in the CSR policy during the financial year ended on March 31, 2024.
3. Provide the web-link(s) where composition of CSR committee, CSR policy and CSR projects
approved by the Board are disclosed on the website of the Company
Composition of CSR committee https://www.zomato.com/investor-relations/governance
CSR Policy of the Company https://b.zmtcdn.com/investor-relations/52bf1204249e292
0e3421b2ec418674a_1684910307.pdf
CSR projects approved by the Board Not applicable
4. Provide the executive summary along with web-link(s) of impact assessment of CSR Projects
carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not applicable.
5. (a) Average net profit of the Company as per sub-section (5) of section 135: Nil, due to aggregated
losses during three preceding financial years.
(b) T
wo percent of average net profit of the Company as per sub-section (5) of section 135: Not
applicable.
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
Not applicable.
(d) Amount required to be set off for the financial year, if any: Not applicable.
(e) Total CSR obligation for the financial year ((5b)+(5c)- (5d)): Not applicable.
60
Company Overview Statutory Reports: Board Report Financial Statements
6. (a) A
mount spent on CSR Projects (both ongoing project and other than ongoing project): Not
applicable.
(d) Total amount spent for the financial year ((6a)+(6b)+(6c)): Not applicable.
(e) CSR amount spent or unspent for the financial year: Not applicable.
7. Details of unspent CSR amount for the preceding three financial years: Not applicable.
8. Whether any capital assets have been created or acquired through CSR amount spent in the
financial year: Not applicable.
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit
as per sub-section (5) of section 135: Not applicable.
Sd/- Sd/-
Deepinder Goyal Namita Gupta
Managing Director & Chief Executive Officer Independent Director
Chairman - CSR Committee Member – CSR Committee
DIN: 02613583 DIN: 07337772
61
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - III A
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
(ii) The Securities Contracts (Regulation) Act, 1956 (h) The Securities and Exchange Board of India (Buy-
(‘SCRA’) and the rules made thereunder; back of Securities) Regulations, 2018; Not applicable
to the Company during the Audit Period
(iii) The Depositories Act, 1996 and the Regulations
and Bye-laws framed thereunder to the extent of (vi) The management has identified and confirmed the
Regulation 76 of SEBI (Depositories and Participants) following laws as being specifically applicable to the
Regulations, 2018; Company:
62
Company Overview Statutory Reports: Board Report Financial Statements
a) Food Safety & Standards Act, 2006; Adequate notice is given to all Directors to schedule
b) The Food Safety & Standards Rules, 2011; the Board Meetings. Agenda and detailed notes on
agenda were sent at least seven days in advance
c) Legal Metrology Act, 2009 except in cases where meetings were convened at a
shorter notice. The Company has complied with the
We have also examined compliance with the applicable
clauses/Regulations of the following: provisions of Act for convening meeting at the shorter
notice. A system exists for seeking and obtaining
i) Secretarial Standards issued by The Institute of further information and clarifications on the agenda
Company Secretaries of India and notified by Ministry items before the meeting and for meaningful
of Corporate Affairs;
participation at the meeting.
ii) Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) All decisions at Board Meetings and Committee
Regulations, 2015. Meetings are carried out unanimously as recorded in
the minutes of the meetings of the Board of Directors
During the period under review, the Company has or Committees of the Board, as the case may be.
generally complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. We further report that there are adequate systems
mentioned above. and processes in the company commensurate with
the size and operations of the company to monitor
We further report that and ensure compliance with applicable laws, rules,
The Board of Directors of the Company is duly regulations and guidelines.
constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent We further report that during the audit period,
Directors. The changes, in the composition of the following major events have happened in pursuance
Board of Directors that took place during the period of the above referred laws, rules, regulations,
under review were carried out in compliance with the guidelines, standards, etc.:
provisions of the Act.
(i) The Company’s capital structure was changed on various intervals due to allotment of equity shares pursuant
to following events:
April 25, 2023 2,56,77,266 Equity Pursuant to exercise of options by the employees of the
shares having a Company and its subsidiaries Zomato Employee Stock Option
face value of Re. 1/- Plan 2018 & Zomato Employee Stock Option Plan 2021
July 31, 2023 2,52,59,179 Equity Pursuant to exercise of options by the employees of the
Shares having a company and its subsidiaries under Zomato Employee Stock
face value of INR 1/- Option Plan 2018 and Zomato Employee Stock Option Plan 2021.
November 03, 2023 10,64,69,448 Equity Pursuant to exercise of options by the employees of the
Shares having a company and its subsidiaries under Zomato Employee Stock
face value of INR Option Plan 2018, Zomato Employee Stock Option Plan 2021
1/- and Zomato Employee Stock Option plan 2022.
February 08, 2024 10,88,68,081 Equity Pursuant to exercise of options by the employees of the
Shares having a company and its subsidiaries under Zomato Employee Stock
face value of INR Option Plan 2018, Zomato Employee Stock Option Plan 2021
1/- and Zomato Employee Stock Option plan 2022.
63
Company Overview Statutory Reports: Board Report Financial Statements
Considering the above said allotment of Equity b. Acquired 1,21,23,941 Equity Shares of Zomato
shares, the issued, subscribed and paid-up capital Hyperpure Private Limited (“ZHPL”) for an aggregate
of the Company stands increased to 8,81,97,83,744 cash consideration of INR 6,99,99,99,815.17/-
Equity Shares of INR 1/- each as at end of period
c. Acquired 8,051 Equity Shares and 24,449 Equity
under review.
Shares of Zomato Local Services Private Limited
(ii) The Company had divested the investments (“ZLSPL”) for an aggregate cash consideration of INR
into following Companies resulting in cessation of 99,99,342/- and INR 6,99,97,487/- respectively.
Subsidiary Company, Wholly Owned Subsidiary and d. Acquired 94,65,215 Equity Shares of Zomato
Associate Company: Payments Private Limited (“ZPPL”) for an aggregate
cash consideration of INR 19,99,99,992.95/-
a. Zomato NZ Media Private Limited, wholly owned
subsidiary of the Company, located in New Zealand e. Acquired 40,00,000 Equity Shares of Zomato
has been deregistered effective from June 22, Financial Services Limited (“ZFSL”) for an aggregate
2023 and accordingly ceases to be subsidiary of the cash consideration of INR 4,00,00,000/-
Company.
f. Acquired 5,670 Equity Shares and 10,444 Equity
b. Zomato Media Portugal, Unipessoal LDA, wholly shares of Zomato Entertainment Private Limited
owned subsidiary of the Company, located in Portugal (“ZEPL”) for an aggregate cash consideration of INR
has been dissolved on July 27, 2023 and accordingly 18,99,96,030/- and INR 34,99,67,996/- respectively.
ceases to be subsidiary of the Company.
64
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - A
Our Report of even date is to be read along with this 6. The Secretarial Audit Report is neither an assurance
letter. as to the future viability of the company nor of the
efficacy or effectiveness with which the management
1. Maintenance of secretarial record is the
has conducted the affairs of the Company.
responsibility of the management of the Company.
Our responsibility is to express an opinion on these
secretarial records based on our audit.
65
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - III B
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
We have conducted the Secretarial Audit of the (v) The following Regulations and Guidelines
compliance of applicable statutory provisions and the prescribed under the Securities and Exchange Board
adherence to good corporate governance practices of India Act, 1992 (‘SEBI Act’):- Not applicable to the
by Zomato Hyperpure Private Limited (hereinafter Company during the Audit Period
called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable (a) The Securities and Exchange Board of India
basis for evaluating the corporate conducts/ statutory (Substantial Acquisition of Shares and Takeovers)
compliances and expressing our opinion thereon. Regulations, 2011;
Based on our verification of the Company’s books, (b) The Securities and Exchange Board of India
papers, minute books, forms and returns filed and (Prohibition of Insider Trading) Regulations, 2015;
other records maintained by the Company and also
the information provided by the Company, its officers, (c) The Securities and Exchange Board of India (Issue
agents and authorized representatives during the of Capital and Disclosure Requirements) Regulations,
conduct of secretarial audit, we hereby report that in 2018;
our opinion, the Company has, during the audit period
covering the financial year ended on March 31, 2024 (d) Securities and Exchange Board of India (Share
(‘Audit Period’) complied with the statutory provisions Based Employee Benefits and Sweat Equity)
listed hereunder and also that the Company has Regulations, 2021 and Securities and Exchange Board
proper Board-processes and compliance-mechanism of India (Share Based Employee Benefits) Regulations,
in place to the extent, in the manner and subject to the 2014 prior to its repealment;
reporting made hereinafter.
(e) The Securities and Exchange Board of India
We have examined the books, papers, minute books, (Issue and Listing of Non-Convertible Securities)
forms and returns filed and other records maintained Regulations, 2021 and Securities and Exchange
by the Company for the financial year ended on March Board of India (Issue and Listing of Debt Securities)
31, 2024 according to the provisions of: Regulation, 2008 prior to its repealment;
(i) The Companies Act, 2013 (‘the Act’) and the rules (f) The Securities and Exchange Board of India
made thereunder; (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
(ii) The Securities Contracts (Regulation) Act, dealing with client to the extent of securities issued;
1956 (‘SCRA’) and the rules made thereunder; Not
applicable to the Company during the Audit Period (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021;
(iii) The Depositories Act, 1996 and the Regulations
and Bye-laws framed thereunder to the extent (h) The Securities and Exchange Board of India (Buy-
applicable back of Securities) Regulations, 2018;
66
Company Overview Statutory Reports: Board Report Financial Statements
(vi) The management has identified and confirmed of the above referred laws, rules, regulations,
the following laws as being specifically applicable to guidelines, standards, etc.:
the Company:
(i) During the audit period, the Company has allotted
a) Food Safety & Standards Act, 2006;
1,21,23,941 Equity Shares of face value INR 10/- at a
b) The Food Safety & Standards Rules, 2011; price of INR 577.37 per equity share and accordingly,
c) Legal Metrology Act, 2009. the issued, subscribed and paid up capital of the
Company stands increased to 2,95,44,327 Equity
We have also examined compliance with the applicable shares of INR 10 each as at end of audit period.
clauses/Regulations of the following:
i) Secretarial Standards issued by The Institute of (ii) During the audit period, M/s B.B & Associates,
Company Secretaries of India and notified by Ministry Chartered Accountants submitted their resignation
of Corporate Affairs; as statutory auditor of the Company with effect from
May 13, 2023.
During the period under review, the Company has
generally complied with the provisions of the Act, M/s. S.R. Batliboi & Associates LLP, Chartered
Rules, Regulations, Guidelines, Standards, etc. Accountants (FRN: 101049W/E300004), was
appointed as the statutory auditor of the Company
We further report that w.e.f June 9, 2023 to fill the casual vacancy caused
The Board of Directors of the Company is duly by resignation of M/s. B.B. & Associates, Chartered
constituted with proper balance of Executive Accountants.
Directors, Non-Executive Directors and Independent
Directors. The changes, in the composition of the Further, M/s. S.R. Batliboi & Associates LLP, Chartered
Board of Directors that took place during the audit Accountants (FRN: 101049W/E300004) was re-
period were carried out in compliance with the appointed as Statutory Auditor of the Company for
provisions of the Act. a period of five consecutive years starting from the
conclusion of 8th Annual General Meeting held until
Adequate notice is given to all Directors to schedule
the conclusion of 13th Annual General Meeting of the
the Board Meetings. Agenda and detailed notes on
Company.
agenda were sent at least seven days in advance
except in cases where meetings were convened at a
Note: This report is to be read with our letter of even
shorter notice. The Company has complied with the
date which is annexed as Annexure-A to this Report
provisions of Act for convening meeting at the shorter
and forms an integral part of this report.
notice. A system exists for seeking and obtaining
further information and clarifications on the agenda
items before the meeting and for meaningful
participation at the meeting. For Chandrasekaran Associates
Company Secretaries
All decisions at Board Meetings are carried out FRN: P1988DE002500
unanimously as recorded in the minutes of the Peer Review Certificate No.: 4186/2023
meetings of the Board of Directors of the Board, as
the case may be. Sd/-
Dr. S. Chandrasekaran
We further report that there are adequate systems
Senior Partner
and processes in the company commensurate with
Membership No. F1644
the size and operations of the company to monitor
Certificate of Practice No. 715
and ensure compliance with applicable laws, rules,
regulations and guidelines. UDIN: F001644F000344140
We further report that during the audit period, Date: May 10, 2024
following major events have happened in pursuance Place: Delhi
67
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - A
Our Report of even date is to be read along with this 6. The Secretarial Audit Report is neither an
letter. assurance as to the future viability of the company
nor of the efficacy or effectiveness with which
1. Maintenance of secretarial record is the
the management has conducted the affairs of the
responsibility of the management of the Company.
Company.
Our responsibility is to express an opinion on these
secretarial records based on our audit.
68
Company Overview Statutory Reports: Board Report Financial Statements
ANNEXURE - IV
(a) The ratio of remuneration of each director to the median remuneration of the employees of the
Company for the financial year, remuneration and percentage increase in remuneration of each
director, chief financial officer, chief executive officer and company secretary in the financial year
Non-executive director
Kaushik Dutta Non-Executive and 2.822 0.242 0.00
Independent Director
Aparna Popat Ved Non-Executive and 2.822 0.242 0.00
Independent Director
Gunjan Tilak Raj Soni Non-Executive and 2.822 0.242 0.00
Independent Director
Namita Gupta Non-Executive and 2.822 0.242 0.00
Independent Director
Sanjeev Bikhchandani Non-Executive and –3 –3 –3
Nominee Director
Sutapa Banerjee Non-Executive and 2.822 0.242 0.00
Independent Director
Executive director and key managerial personnel
Deepinder Goyal Managing Director –4 04 0.00
& Chief Executive
Officer
Akshant Goyal Chief Financial Officer –5 05 0.00
Sandhya Sethia Company Secretary 9.41 0.80 52.61
and Compliance
Officer
(b) The percentage increase in the median remuneration of employees in the financial year
The overall median remuneration of employees is reduced by 16.8% during the financial year.
69
Company Overview Statutory Reports: Board Report Financial Statements
(d) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration
The average salaries of employee other than managerial personnel decreased by 1.9%.
Disclosure w.r.t. increase in managerial remuneration and justification thereof is not applicable as Deepinder
Goyal, Managing Director & Chief Executive Officer has voluntarily waived his salary for a period of 36 months
starting from April 1, 2021.
(e) Affirmation that the remuneration is as per the remuneration policy of the Company
It is hereby affirmed that the remuneration paid to directors and key managerial personnel is as per the NRC
Policy of the Company.
*Notes:
1
Excludes the perquisite value of stock options granted in previous years but exercised during the financial year by the employees of
the Company.
2
Excludes sitting fees paid during the financial year 2023-24. Please refer page no. 139 for the details of sitting fees.
3
The Company has not paid any remuneration and sitting fees to nominee director of the Company.
4
Deepinder Goyal has voluntarily waived his salary for a period of 36 months starting from April 1, 2021.
5
Akshant Goyal has voluntarily waived his salary from January 1, 2022.
6
Permanent employees includes only full time employees of the Company.
Sd/- Sd/-
Deepinder Goyal Kaushik Dutta
Managing Director & Chief Executive Officer Chairman & Independent Director
DIN: 02613583 DIN: 03328890
70
Company Overview Statutory Reports: Board Report Financial Statements
II. Products/Services
16. Details of business activities (accounting for 90% of the turnover):
71
Company Overview Statutory Reports: Board Report Financial Statements
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
Sr. No. Product/Service NIC Code % of total Turnover
contributed
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices* Total
National 0 2 2
International 0 0 0
*Zomato Limited (standalone) employees work out of leased offices (4) of which (2) had more than 100 employees as of 31 Marchst
2024 (this is the number reflected in the table above). In addition, our employees work out of co-working spaces (32) in India and
UAE. We also have 15 single seater non-operational offices with no employees. The reporting boundary for all financial, social and
governance disclosures in this report, unless otherwise stated, include all types of offices, i.e., the entire operations of Zomato
Limited (standalone).
Our environmental disclosures are based on the principles of materiality and operating control. These are further discussed
topic-wise as below:
Energy: Our disclosures include energy from fuel and purchased electricity used in owned vehicles, directly leased offices and DG
sets where we have established operational control. Energy from electricity consumed across our offices outside our operational
control is placed within our value chain and will be disclosed as part of our value chain disclosures.
GHG emissions: Our Scope 1 GHG emissions are limited to those generated by refilling of gas in owned ACs and fire extinguishers,
fuel used in owned vehicles and directly leased DG sets. Emissions from electricity consumption in directly leased offices where
we have established operational control are reported in Scope 2 of GHG emissions.
Water: Our boundary for water withdrawal, consumption and discharge is restricted to direct leased offices where we have
established operational control, following the principle of operational control and materiality in accordance with CDP & GHG
Protocol guidance.
Waste: The reporting boundary for our waste disclosures includes directly leased offices where we’ve procured waste
management services ourselves.
These environmental disclosures have been apportioned and extrapolated based on data availability.
Further details on the inclusions within above topics are under Principle 6 of this report.
a. Number of locations
Locations Number
b. What is the contribution of exports as a percentage of the total turnover of the entity?
There is a limited export for Zomato IP to its overseas group entities and marketing services to a third
party. Total export is 0.27% of total revenue from operations of Zomato Limited for FY24.
72
Company Overview Statutory Reports: Board Report Financial Statements
ote: As per the Indian Accounting Standards, end-users and delivery partners are considered as Zomato’s
N
customers only under limited circumstances. For the purpose of this BRSR disclosure, the definition of
customers includes end-users and restaurant partners while delivery partners have been considered as
value chain partners.
IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
EMPLOYEES
1. Permanent (D) 3,988 3,058 76.68% 929 23.30% 1 0.03%
2. Other than Permanent (E) 452 368 81.42% 84 18.58% 0 0.00%
3. Total employees (D+E) 4,440 3,426 77.16% 1,013 22.82% 1 0.02%
WORKERS
4. Permanent (F)* 0 0 0 0 0 0 0
5. Other than Permanent (G)** 316 263 83.23% 53 16.77% 0 0.00%
6. Total workers (F + G) 316 263 83.23% 53 16.77% 0 0.00%
*Zomato does not engage permanent workers, hence, details sought for ‘Permanent Workers’ category are ‘0’ throughout this
report.
**Other than Permanent Workers include housekeeping, security, technical staff, pantry staff, driver, creche staff and emergency
medical technicians. Delivery partners are value chain partners and hence, they are not a part of Zomato’s workforce.
73
Company Overview Statutory Reports: Board Report Financial Statements
Male Female Other Total* Male Female Other Total Male Female Other Total
Permanent 34.79% 44.44% 100.00%** 37.00% 37.70% 53.35% 0% 41.42% 34.90% 39.01% 0% 35.97%
Employees
Permanent 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
Workers
* The above attrition numbers include employee exits on account of (a) inter-company movements from Zomato Limited to its
subsidiaries, (b) exits in our frontline personnel category (primarily includes sales, customer support and logistics functions), which
account for a large part of our exits.
**There was one exit and one new joiner in the ‘other’ category, hence, the turnover rate is 100%.
74
Company Overview Statutory Reports: Board Report Financial Statements
FY 2023-24 FY 2022-23
Sr. Material Indicate Rationale for In case of risk, approach to adapt or mitigate Financial implications
No. identified whether identifying the risk / of the risk or
issue risk or opportunity opportunity
opportunity (Indicate positive or
(R/O) negative implications)
1. Environment Risk Risk- Climate change, Our climate risk management measures- Negative implications-
Climate and GHG emissions • C limate risk assessment- In the reporting year, Ignoring climate
change from last-mile we have undertaken climate risk assessment change risks or
and GHG deliveries pose a exercise for our food ordering and delivery failing to comply with
emissions significant risk to business and are currently in the process of applicable regulations
business due to assessing the impact of physical climate risks can result in
changing temperature such as cyclones, storms, heavy precipitation, increased operational
and precipitation increasing / decreasing temperature, flooding costs, supply chain
patterns, extreme and heat / cold waves and transitional risks disruptions, regulatory
weather events and across our top 15 cities under IPCC RCP 2.6 and fines, declining
evolving regulatory RCP 8.5 scenarios. The outcome of the exercise customer preference,
requirements. will be included in the Zomato’s Enterprise Risk reputational damage,
Management (ERM) process. resulting in negative
financial impact.
75
Company Overview Statutory Reports: Board Report Financial Statements
Sr. Material Indicate Rationale for In case of risk, approach to adapt or mitigate Financial implications
No. identified whether identifying the risk / of the risk or
issue risk or opportunity opportunity
opportunity (Indicate positive or
(R/O) negative implications)
•
EV-Based Deliveries- To reduce last-mile delivery
emissions, we are assisting our delivery partners
in adopting EVs. We have partnered with over
90 players in the EV ecosystem to facilitate this
transition, with the aim to achieve 100% EV
deliveries by 2030. As a result, the active EV-based
delivery partner fleet reached 27,884 vehicles by
March 2024, which is ~2x the number of active
EV-based delivery partners in March 2023.
• arge Order Fleet- Our newly launched large order
L
100% EV fleet, ensures zero tailpipe emissions
while reducing the need to deploy multiple
delivery vehicles for a single order.
• se of carbon offsets- In FY24, we maintained
U
net GHG emissions from our operations (classified
as Scope 1 & Scope 2) at zero by procuring verified
carbon removal offsets equivalent to 100% of our
Scope 1 emissions and International Renewable
Energy Certificates (IRECs) for Scope 2 emissions.
In addition, we also used advance purchases of
carbon offsets from renewable energy projects to
cover 100% of our Scope 3 emissions.
•
Support for Delivery Partners- We have expanded
our Automatic Weather Stations to 60 cities to
predict and communicate weather conditions to
our delivery partners. Additionally, Zomato has
extended its shelter project to 373 resting points
to provide shelter for delivery partners during
extreme weather. We continue to provide delivery
partners high quality apparel, protecting them
from varied weather conditions.
2. Social Risk Risk- Lack of talent • Talent Discovery- Our company employs a Negative implications-
Talent availability with structured approach in identifying exceptional Shortage of talent,
attraction and required skills, talent, leveraging campus hiring, job fairs, coupled with high
retention high attrition, and employee referrals, targeted recruitment drives, attrition, skills
inadequate human and collaborations with external organizations. obsolescence, and
capital development, • Benchmarking of employee benefits- We a lack of diversity,
along with challenges consistently review and align our employee may stifle product
in attracting, benefits and salaries with industry benchmarks, innovation, disrupt
retaining top talent, fostering an environment where growth and business operations,
and fostering development are paramount. Training sessions deplete intellectual
diversity, could and workshops are conducted to ensure capital and undermine
impede innovation, employees thrive and excel in their roles. the company’s ability
the ability to meet • Grievance redressal mechanism- Zomato to attract and retain
market demands, is committed to extend transparency in the talent. This could
and sustain growth grievance redressal mechanism for addressing impair operational
in a competitive employee concerns related to sexual efficiency and
landscape, resulting harassment, whistleblower complaints, and productivity, leading to
in business human rights issues. reputational damage
disruptions, • Diversity- Embracing diversity and inclusion and negative financial
reputation damage, is central to our ethos. Our Equal Opportunity, impact.
and limit company’s Diversity, and Inclusion Policy ensures fair
ability to achieve its treatment for all employees, with initiatives
business goals. like equal parental leave, period leaves, and
inclusive healthcare coverage. By endorsing
global standards such as the UN Women’s
Empowerment Principles and the UN Standards
of Conduct for Business Tackling Discrimination
against LGBTIQ+ People, we affirm our
dedication to fostering an inclusive workplace.
76
Company Overview Statutory Reports: Board Report Financial Statements
Sr. Material Indicate Rationale for In case of risk, approach to adapt or mitigate Financial implications
No. identified whether identifying the risk / of the risk or
issue risk or opportunity opportunity
opportunity (Indicate positive or
(R/O) negative implications)
•
Succession Plan- We have a succession
plan in place to ensure seamless leadership
transitions, safeguarding operational continuity
and preserving legacy of excellence. There is a
culture in the company to nurture talent, wherein
senior leaders mentor high-potential employees
to cultivate future leaders. Additionally, the
company has an Awards program to recognize
exceptional individuals and teams.
• uman Rights Assessment- In FY24, an
H
external Human Rights Assessment was carried
out by an independent third party consultant
which included a comprehensive evaluation
of the organization’s policies, practices and
procedures and no material gaps were identified
during the assessment.
•
Accessibility for people with Disabilities- An
independent assessment was carried out in the
Gurugram and Bengaluru offices of the company
to evaluate whether these offices are accessible
and welcoming to individuals with disabilities,
reflecting our commitment to inclusivity and
accessibility.
3. Social Risk Risk- • Road Safety Awareness and Training- All Negative implications-
Health and Lack of adequate delivery partners have to mandatorily complete Failure to provide a
safety of health and safety a road safety awareness module at the time safe and healthy work
delivery measures for our of onboarding. Further, we conduct periodic environment to our
partners delivery partners may awareness programs and training on health & delivery partners may
lead to injuries or safety for our delivery partners in collaboration lead to work-related
casualties, business with local authorities. injuries or casualties,
disruptions, and • SOS Service- SOS service is available to provide dissatisfaction,
reputational damage, immediate support to all delivery partners in case higher attrition, and
etc. of emergencies, including accidents, vehicle hamper our ability
breakdown, etc. Further, we have expanded free to attract and retain
ambulance services to 500 cities this year to delivery partners.
provide ambulance services to delivery partners in This may also expose
case of an emergency. the company to legal
liabilities, reputational
• Insurance coverage- We prioritize the well- damage, and business
being of our delivery partners by providing disruptions, resulting
accidental and medical insurance coverage, in negative financial
inclusive of disability and death benefits for impact.
which premiums are borne by Zomato. Further,
we have added maternity benefits in the
insurance plan to cover all pregnancy-related
costs for female delivery partners.
77
Company Overview Statutory Reports: Board Report Financial Statements
Sr. Material Indicate Rationale for In case of risk, approach to adapt or mitigate Financial implications
No. identified whether identifying the risk / of the risk or
issue risk or opportunity opportunity
opportunity (Indicate positive or
(R/O) negative implications)
• Emergency Heroes Program- Through our
Emergency Heroes Program, we equip delivery
partners with essential first aid and CPR
(Cardiopulmonary Resuscitation) skills, enabling
them to respond swiftly to emergencies in case
of accidents and extend assistance to the public,
fostering a community-driven culture of support.
Through this program we have trained 18,884
delivery partners in FY24.
• Zero Tolerance for DP Discrimination and
Harassment- We enforce a strict zero-tolerance
policy against any form of discrimination or
harassment, including sexual harassment, of
our delivery partners. This policy applies to all
stakeholders, including fellow delivery partners,
restaurant partners, customers, and Zomato
employees. Our policy aims to prevent such acts
and provide a clear procedure for addressing
such complaints.
• Others- Zomato has extended its Shelter Project
to 373 resting points for delivery partners. Further,
delivery partners are provided with high-quality
weather-appropriate apparel for rain, heat, and
cold conditions. Additionally, by March 2024,
we had installed over 650 Automatic Weather
Stations (AWS) across 60 cities to help delivery
partners respond to extreme weather, ensuring
they dress appropriately, stay hydrated, plan
breaks, and prioritize their health and safety
during challenging weather conditions.
4. Governance Risk Risk- Inadequate • Information security framework- The company Negative implications-
Data Privacy & cybersecurity has formulated an information security Ineffective
cybersecurity measures may framework to protect Zomato’s information from cybersecurity
expose the unauthorised access and external threats and has measures may lead to
organization to put in place a dedicated security team to monitor data breaches, service
various cyber the same. disruptions, and the
threats/ incidents, • ISO Certification- Zomato is committed to loss of confidential or
including adhering to global best practices for data sensitive data including
ransomware attacks, protection and has secured ISO 27001 certification PII of key stakeholders.
phishing scams, for the management of information security. This may result in loss
denial-of-service of stakeholder trust,
• Periodic assessment- Zomato prioritizes
(DoS) attacks, regulatory fines, legal
continuous improvement in the security posture
and others, which liabilities, diminished
of the company by implementing a thorough
may result in data market reputation
review mechanism. This includes independent
breaches, service and negative financial
assessments such as audits, Vulnerability
disruptions, and the implications.
Assessment and Penetration Testing (VAPT)
loss of confidential
evaluations, third-party reviews, and bug bounty
or sensitive data
programs. Through these initiatives, we stay
of key stakeholder
vigilant and proactive in safeguarding our systems
including personally
and data against evolving cyber threats.
identifiable
information (PII) • Investment in latest technologies- Zomato
which may lead to invests significantly in the latest cybersecurity
loss of stakeholder and data protection technologies, reinforcing the
trust. control environment to mitigate risks effectively.
Furthermore, we conduct regular company-wide
awareness sessions to educate and empower
all employees with the latest best practices,
fostering a culture of vigilance and resilience
across our organization.
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Company Overview Statutory Reports: Board Report Financial Statements
Sr. Material Indicate Rationale for In case of risk, approach to adapt or mitigate Financial implications
No. identified whether identifying the risk / of the risk or
issue risk or opportunity opportunity
opportunity (Indicate positive or
(R/O) negative implications)
5. Governance Risk Risk- Non- • Pre-Booking Model- The company has implemented Negative implications-
Management availability, a pre-booking model, allowing delivery partners to Ineffective
of key interruptions, book their preferred slots.This helps ensure their management of
availability during peak hours while ensuring they
stakeholders and service receive orders during their respective slots. This haskey stakeholders
(End users, discrepancies from helped enhance efficiency for both the company and essential to the
restaurant key stakeholders our delivery partners. business, such as
partners such as delivery • C ollaborative Partnerships- In select cities, Zomato delivery and restaurant
and delivery partners and has collaborated with third-party logistics vendors partners, may lead to
partners) restaurant partners, to ensure the availability of delivery partners business disruptions,
which are essential when needed, ensuring the continuity of business reputational damage,
operations.
for business may legal liabilities, and
lead to disruptions in • Incentives for Delivery Partners- Zomato regularly negative financial
reviews its incentive programs to attract delivery
business operations, impact.
partners and offers performance-based incentives
reputational damage to foster a supportive and rewarding environment.
and poor customer
• A
ttract new restaurant- Zomato has a dashboard
experience. in place through which restaurants can onboard
themselves on the platform. We have a dedicated
team in place which scouts for new restaurants
and assists them with the onboarding process.
Various incentive programs are extended on a
periodic basis to attract new restaurants and
support in their growth.
•
Resolution channels- Multiple channels are available
for restaurant and delivery partners to voice their
concerns, which are promptly addressed and
resolved by dedicated teams at both city and central
levels, ensuring uninterrupted operations.
• F
eedback sharing mechanisms- To enhance the
services provided by the restaurant and delivery
partners, customer feedback and grievances are
transparently shared with them, enabling continuous
improvement and superior service quality.
6 Governance Opportunity Opportunity- • Policy framework- Company has formulated a policy Positive implication-
Corporate Robust governance framework to promote ethical conduct among Effective governance
governance practices, promoting employees across all levels of the organization. and responsible
transparency, • G overnance Oversight- The company has instituted business practices
accountability, an Audit Committee and Risk Management ensure enhanced and
Committee to provide oversight and ensure effective
ethical conduct, governance practices. structured decision-
and compliance making, improved
• Compliance- The company has a compliance tool
with laws, leads to risk management,
in place, which helps in the timely identification
minimizing risks, of applicable laws and regulations, streamlines a competitive edge,
preventing financial compliance processes, aids in monitoring and reduced risk of
mismanagement, managing compliance activities, and provides a financial irregularities
enhancing investor structured reporting process to uphold regulatory or leaks, and minimized
standards, thereby facilitating better decision-making.
confidence, and risk of regulatory
fostering long-term • Whistleblower Mechanism- The company has noncompliance, etc.
implemented a whistleblower mechanism to
sustainable growth.
encourage the reporting of concerns and potential
wrongdoing, ensuring confidentiality and protection
against retaliation.
• R
isk Management- The company has implemented
an Enterprise Risk Management (ERM) framework
to identify strategic risks that may impact the
organization, enabling proactive monitoring and
mitigation efforts.
79
SECTION B – MANAGEMENT AND PROCESS DISCLOSURES
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Stakeholder
Mechanism and Partner/ Policy Remuneration Policy Conduct for Social Security Policy
Management
Whistleblower Supplier Code Policy Employees Responsibility
Prevention and Code of
Policy of Conduct Policy
of Sexual Grievance Human Rights Conduct for
Code of Conduct Harassment Policy Stakeholder Employees
Redressal
for Employees Policy Management
Policy Business
and Grievance
Anti-Bribery and Health & Safety Partner/
Redressal
Anti-Corruption Policy Supplier Code
Policy
Policy of Conduct
Equal
Board Diversity Opportunity,
Policy Diversity and
Inclusion Policy
Code of Conduct
for Board of
Directors
Statutory Reports: Board Report
and Senior
Management
Personnel
Related Party
Transaction
(RPT) Policy
2.
Whether the entity has Y Y Y Y Y Y Y Y Y
translated the policy
into procedures. (Yes
/ No)
80
Financial Statements
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
commitments, goals
and targets set by the
entity with defined
timelines, if any.
81
Financial Statements
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Earlier in the year, Zomato achieved a S&P Global ESG Score of 41, an increase of 168% from last year’s score of 15, putting us in the 96th percentile of our global peer group of 175
companies. We also continued to maintain our AA ‘ESG Leader’ rating on MSCI’s ESG Rating platform in FY24 and became members of the FTSE4Good Global Index since June 2023.
In terms of programs we doubled down - setting new goals and strengthening programs to meet existing goals in each of our 8 chosen thematic areas. These themes, aligned
with the UN Sustainable Development Goals, include - Climate Conscious Deliveries; Waste Free World; Zero Hunger; Inclusive Growth; Diversity, Equity and Inclusion; Health,
Safety and Wellbeing for All; Customer Centricity and Governance.
- Deepinder Goyal, Managing Director & Chief Executive Officer, Zomato Limited
For more details on sustainability related challenges, targets and achievements, please refer to pages 29 to 33 of the Management Discussions & Analysis section of the Annual
Report
8. Details of the highest Deepinder Goyal, Managing Director & Chief Executive Officer, Zomato Limited
authority responsible
for implementation
and oversight
of the Business
Responsibility policy
(ies).
Statutory Reports: Board Report
82
Financial Statements
At the management level, the CEO holds the highest responsibility and oversight on matters related to ESG including climate. The CEO is supported by
an ESG team comprising the Chief Financial Officer, Chief Sustainability Officer, Head - Governance Risk Compliance and Head - Human Resources.
The ESG team reports achievements and progress to the CSR committee.
Disclosure Questions
Policy and management processes
10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee Frequency
(Annually/ Half yearly/ Quarterly/ Any
other – please specify)
Performance Commit- - Commit- Commit- Commit- Committee Director Commit- Any other Annually
against above tee of the tee of the tee of the tee of the of the Board tee of the committee
policies and follow Board Board Board Board Board
up action
Compliance Commit- - Commit- Commit- Commit- Committee Director Commit- Any other Quarterly
with statutory tee of the tee of the tee of the tee of the of the Board tee of the committee
requirements of Board Board Board Board Board
relevance to the
principles, and,
rectification of any
non-compliances
Company Overview
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its business (Yes/No)
The entity is not at a stage where it is in a position to formulate and implement the policies on specified principles (Yes/No)
This question is not applicable since the answer to
The entity does not have the financial or/human and technical resources available for the task (Yes/No)
question (1) is yes.
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)
83
Financial Statements
Company Overview Statutory Reports: Board Report Financial Statements
Principle 1 – Businesses should conduct and govern themselves with integrity, and in a manner that is
ethical, transparent, and accountable
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during
the financial year:
2. Details of fines/ penalties/ punishment/ award/ compounding fees/ settlement amount paid in
proceedings (by the entity or by directors/ KMPs) with regulators/ law enforcement agencies/
judicial institutions, in the financial year, in the following format (Note: the entity shall make
disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations
and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
Penalty/ Fine
Settlement None
Compounding fee
Non-Monetary
Imprisonment
None
Punishment
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Company Overview Statutory Reports: Board Report Financial Statements
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision are preferred in
cases where monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Not applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and
if available, provide a web link to the policy.
Yes. We have an Anti-Corruption and Anti-Bribery Policy policy that demonstrates our stance on bribery
and corruption practices and its consequences in case of non-compliance. Our policy covers the activities
which are in the ambit of bribery or corruption and extends its applicability to employees, directors,
stakeholders and third-parties.
The policy covers mechanisms to report and resolve concerns related to bribery or corruption through
reporting at informant@zomato.com. In addition, training on anti-corruption and anti-bribery is mandatory
for all employees at the time of induction.
The Anti-Corruption and Anti-Bribery Policy is available on our website: Link to the policy
FY 2023-24 FY 2022-23
Directors 0 0
KMPs 0 0
Employees* 0 0
Workers* 0 0
*The Permanent category of employees and workers have been considered in the above questions.
FY 2023-24 FY 2022-23
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/
action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption
and conflicts of interest.
Not applicable- No such cases have been reported.
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured)
in the following format:
FY 2023-24 FY 2022-23
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Company Overview Statutory Reports: Board Report Financial Statements
9. Open-ness of business - Provide details of concentration of purchases and sales with trading
houses, dealers, and related parties along-with loans and advances & investments, with related
parties, in the following format:
Parameter Metrics FY 2023-24 FY 2022-23
Concentration of a. Purchases from trading houses as % - -
purchases of total purchases
b. Number of trading houses where - -
purchases are made from
c. Purchases from top 10 trading - -
houses as % of total purchases from
trading houses
Concentration of a. Sales to dealers / distributors as % of - -
Sales total sales
b. Number of dealers / distributors to - -
whom sales are made
c. Sales to top 10 dealers / distributors - -
as % of total sales to dealers /
distributors
Share of RPTs in a. Purchases (Purchases with related 0.33% 0.70%
parties / Total Purchases)
b. Sales (Sales to related parties / Total 0.53% 0.36%
Sales)
c. Loans & advances (Loans & advances 0.00% 100%
given to related parties / Total loans
& advances)
d. Investments (Investments in related 41.71% 51.85%
parties / Total Investments made)
*The data reported is as on 31st March 2024.
Note: Zomato is a technology platform services provider and does not deal with trading houses and dealers.
Leadership Indicators
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members
of the Board? (Yes/No) If Yes, provide details of the same.
Yes. We have a policy on ‘Code of Conduct for the Board of Directors and Senior Management Personnel’.
Our policy covers the activities which are in the ambit of processes in place to avoid/ manage conflict of
interests involving members of the Board.
Under Section 4 ‘Code for Directors and SMP’, point number (j) mandates that Directors and SMPs must
‘Disclose potential conflicts of interest that they may have regarding any matter, if any, at the Board
Meetings and any Director having such conflict of interest will abstain himself/herself from discussions
and voting on the concerned matter’.
All the members of the Board are required to confirm on an annual basis whether they are complying to
this code including declaration on Conflict of Interest, additionally, we ensure that all necessary approvals,
as mandated by the statute and the Company’s policies, are secured before engaging in transactions with
any companies in which any Board member may have a conflict.
Code of Conduct for the Board of Directors and Senior Management Personnel is available on our website-
Link to the policy
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Company Overview Statutory Reports: Board Report Financial Statements
Principle 2 – Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (CAPEX) investments in specific technologies to
improve the environmental and social impacts of product and processes to total R&D and capex
investments made by the entity, respectively.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
b. If yes, what percentage of inputs were sourced sustainably?
Yes. Zomato has taken several steps to put procedures in place to facilitate sustainable sourcing.
1) Zomato has a Business Partner/ Supplier Code of Conduct that sets out fundamental values and
integrity levels of business conduct for business partners/ suppliers. The Business Partner/
Supplier Code of Conduct covers various Environment, Social and Governance aspects, such
as labour and human rights, anti-bribery, anti-corruption, data protection, data privacy and
compliance with all applicable environmental laws and regulations.
2) As part of its commitment to achieving Net Zero emissions across the food ordering and delivery
value chain by 2033, Zomato has already initiated a sustainable sourcing initiative for one of its
largest categories of purchase - Logistics services. Under this initiative, Zomato ties up with
leasing and delivery companies that offer electric vehicles on rent to delivery partners or pays
for deliveries undertaken by EV-based delivery services suppliers.
3) Zomato is a member of WeConnect International, a global initiative that helps women business
owners compete in the global marketplace by becoming suppliers to large firms. The partnership
enables Zomato to discover women-owned businesses to meet its procurement needs.
4) In March 2024, Zomato completed a preliminary value chain analysis with third party experts to
identify the scope of sustainable sourcing based on the nature of purchases made by the company
to provide its platform services.
The company intends to use the analysis to inform the creation of a formal sustainable sourcing
policy. The company will focus on categories that hold the greatest potential for sustainable sourcing
based on availability of sustainable suppliers, environmental and social impact along with commercial
considerations.
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Company Overview Statutory Reports: Board Report Financial Statements
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and
disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous
waste and (d) other waste.
Waste type Waste management procedure in place
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No).
If yes, whether the waste collection plan is in line with the Extended Producer Responsibility
(EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the
same.
Not applicable.
Principle 3 – Businesses should respect and promote the well-being of all employees, including those in
their value chains
Essential Indicator
1. a. Details of measures for the well-being of employees:
Permanent employees
Male 3058 3058 100% 3058 100% NA NA 3058 100% 2912 95.23%
Female 929 929 100% 929 100% 929 100% NA NA 896 96.45%
Others 1 1 100% 1 100% - 100%** - 100%** 1 100%
Total 3988 3988 100% 3988 100% 929 23.29%*** 3058 76.68%*** 3809 95.51%
Other than Permanent employees
Male 368 368 100% 368 100% NA NA 368 100% 354 96.20%
Female 84 84 100% 84 100% 84 100% NA NA 81 96.43%
Others 0 0 0% 0 0% 0 0% 0 0% 0 0%
Total 452 452 100% 452 100% 84 18.58%*** 368 81.42%*** 435 96.24%
*The above daycare coverage is less than 100% since some employees are based out of offices with less than 50 employees / working
out of coworking spaces / not eligible since they are located in Dubai or Abu Dhabi. Coverage of daycare facilities has been accounted
based on the below:
• In-house daycare facility available at our Gurugram and Bengaluru Corporate office.
• Partnership with IPSAA: provides access to employees to daycare facilities (at a discounted rate) near our office premises, across
various locations.
• In addition, as part of our parental leave policy, we also provide a list of daycare facilities to our employees.
**One of our permanent employees who falls under the ‘Others’ category of gender is included in the total headcount count above. This
employee is covered by our gender neutral parental leave policy.
***All our employees are covered by our gender neutral parental leave policy, the total % of maternity and paternity benefits only denotes
the gender split of the employee base.
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Company Overview Statutory Reports: Board Report Financial Statements
Permanent workers
Male 0 0 0% 0 0% 0 0% 0 0% 0 0%
Female 0 0 0% 0 0% 0 0% 0 0% 0 0%
Total 0 0 0% 0 0% 0 0% 0 0% 0 0%
Other than Permanent workers
Male- Contract 263 263 100% 257 97.72% 0 0% 0 0% - -
Workers
Female- 53 53 100% 49 92.45% 53 100% 0 0% - -
Contract
Workers
Total 316 316 100% 306 96.84% 53 16.77%** 0 0% - -
*The number for Health Insurance has been considered by combining ESI and Medical Insurance as every worker is covered under either
of these schemes.
**All our other than permanent female workers are covered by maternity benefits, the total % of maternity benefits only denotes the
gender split of workers.
c. Spending on measures towards well-being of employees and workers (including permanent and other
than permanent) in the following format:
FY 2023-24 FY 2022-23
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Company Overview Statutory Reports: Board Report Financial Statements
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per
the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are
being taken by the entity in this regard.
We are dedicated to fulfilling the requirements of the Rights of Persons with Disabilities Act, 2016 and
actively supporting individuals with disabilities. Our headquarters and largest office based in Gurugram,
with over 2000 Zomato employees, underwent an independent external accessibility audit within the
reporting year.
We have implemented various measures such as ramps, disability-friendly elevators, all-gender accessible
toilets, and accessible parking at our Gurugram office. Additionally, we are addressing recommendations
from the audit to further enhance accessibility.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities
Act, 2016? If so, provide a web link to the policy.
Yes. Zomato has an Equal Opportunity, Diversity and Inclusion Policy aligned with the principles of Rights
Persons with Disabilities Act, 2016. (Link to the policy)
5. Return to work and Retention rates of permanent employees and workers that took parental
leave in FY24:
Gender Permanent employees Permanent workers
Others - - - -
6. Is there a mechanism available to receive and redress grievances for the following categories
of employees and workers? If yes, give details of the mechanism in brief.
Yes/ No (If Yes, then give details of the mechanism in brief)
Other than permanent workers Yes. Zomato has established a grievance redressal mechanism
for its workforce to receive and address their concerns.
Permanent employees
Zomato has a dedicated email channel accessible for all to
Other than permanent employees raise any complaints/ issues. Complaints can be filed by writing
to the People Assist Team at peopleassist@zomato.com or the
Internal Complaints Committee at speakup@zomato.com.
(Grievance Management Policy,
Equal Opportunity, Diversity and Inclusion Policy)
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Company Overview Statutory Reports: Board Report Financial Statements
No. (B) % (B/A) No.(C) % (C/A) No. (E) % (E / D) No. (F) % (F/D)
Employees*
Male 3,058 2,597 84.92% 2,574 84.17% 2,685 2,481 92.40% 2,182 81.27%
Female 929 762 82.02% 707 76.10% 754 679 90.05% 620 82.23%
Others 1 1 100% 1 100% 1 1 100% 1 100%
Total 3,988 3,360 84.25% 3,282 82.30% 3,440 3,161 91.89% 2,803 81.48%
Workers
Male 263 250 95.06% - - - - - - -
Female 53 53 100% - - - - - - -
Others 0 0 - - - - - - - -
Total 316 303 95.89% - - - - - - -
*In FY24, Zomato’s coverage of the above disclosure consists of Health & Safety and Skill upgradation trainings provided to permanent
employees.
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Company Overview Statutory Reports: Board Report Financial Statements
Employees
Male 3,058 3,058 100% 2,685 2,685 100%
Female 929 929 100% 754 754 100%
Others 1 1 100% 1 1 100%
Total 3,988 3,988 100% 3,440 3,440 100%
Workers
Male - - - - - -
Female - - - - - -
Others - - - - - -
Total - - - - - -
We have a dedicated Environment, Health, and Safety (EHS) team committed to upholding safety
standards. Our offices are equipped with essential safety systems such as fire detection, fire fighting
mechanisms, public address systems, safety signage etc., to ensure the safety of employees and
workers. We have integrated action plans to respond to emergencies. In the reporting year, we
introduced a Safety Reporting System (SRS), enabling employees to actively engage and report OH&S
incidents and hazards. We have procedures in place to investigate work-related injuries and incidents
reported through SRS.
Furthermore, we have implemented widespread health and safety awareness initiatives like safety
communications, safety training programs on fire safety, first-aid, PPE (Personal Protective
Equipment), chemical (used for cleaning) handling, etc. Our workplace & facilities team diligently
oversees the adherence to safety protocols, regularly inspecting and ensuring the functionality of
safety systems.
b. What are the processes used to identify work-related hazards and assess risks on a routine and
non-routine basis by the entity?
Risk identification and mitigation is a pivotal aspect outlined within our Health and Safety Policy, and
we adopt a proactive stance towards identifying, assessing, and mitigating hazards in all our routine
and non-routine processes. As an integral component of our ISO 45001:2018-certified, Occupational
Health and Safety Management System, we have documented procedures for evaluating work-related
hazards and risks across all activities conducted at our offices. Employees and workers can also
report work-related hazards through the Safety Reporting System (SRS).
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Company Overview Statutory Reports: Board Report Financial Statements
We have conducted Hazard Identification and Risk Assessment (HIRA) and subsequently prioritized
the integration of action plans with quantified targets to mitigate the identified hazards and risks
effectively. We regularly conduct internal inspections to identify health and safety risks within the
organization.
c. Whether you have processes for workers to report the work-related hazards and to remove
themselves from such risks. (Y /N)
Yes, we have established a process for workers to report work-related hazards and to safeguard them
from such risks. The company has implemented a Safety Reporting System (SRS) for reporting hazards/
observations. Our EHS team addresses all hazards/observations reported in collaboration with the
workplace and facilities team to ensure required corrective measures are taken. Strengthening these
elements is imperative for workplace safety, ensuring our commitment to protecting the welfare of
our workers.
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare
services? (Yes/ No)
Yes. Zomato provides its employees with non-occupational medical and healthcare benefits. These
include comprehensive group medical insurance that extends to the employee, spouse/partner, and up
to 2 children. The medical insurance has progressive coverages such as gender reassignment surgery,
treatment for autism and psychiatric ailments. We also offer free online medical consultations,
nutrition counselling, psychological counselling discounted diagnostic tests, and discounts on
medicines.
Over and above, all employees are covered under the group accidental insurance. We also provide
medical insurance or ESI benefits to our other than permanent workers basis applicability.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
At Zomato, we prioritize the safety and welfare of our employees and their overall well-being. We have
implemented comprehensive policies and protocols aimed at fostering an incident-free, vibrant and
secure workplace environment. We have dedicated teams which are responsible for monitoring safety
performance and implementing necessary measures to enhance safety protocols. The following outlines
several key initiatives designed to promote a culture of health, safety and wellbeing of employees within
our organization:
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Company Overview Statutory Reports: Board Report Financial Statements
2. Medical room in Corporate office with a nurse available on all days and doctor available three days a
week.
3. Our offices are equipped with fire detection, fire fighting equipment and first-aid facilities to ensure
prompt response and mitigation during incidents.
4. Implemented measures for preparing and responding to fire emergencies and conducting regular
mock drills to assess our readiness and improve our response capabilities.
6. Ensuring the use of Personal Protective Equipment by the workforce wherever needed.
7. In the event of serious injuries, investigations are conducted to prevent recurrence. Corrective and
Preventive Actions (CAPA) are diligently implemented following investigations.
11. Free telehealth and medical consultation for employees and dependents.
14. Mental wellness expert counselling by the in-house team of trained psychologist & counsellors.
17. Regular campaigns and training are conducted on health and safety topics such as First Aid, CPR,
firefighting, and evacuation procedures.
FY 2023-24 FY 2022-23
Working 0 0 - - - Not
conditions* recorded
Health & safety* 5 0 - - - Not
recorded
*On September 27, 2023, we introduced a QR code system for our workforce to report complaints at all locations except our Gurugram
office, where internal communication channels are used to raise complaints. On January 16, 2024, we also introduced a dedicated
Safety Reporting System (SRS) for all employees to report Health & Safety issues.
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Company Overview Statutory Reports: Board Report Financial Statements
15. Provide details of any corrective action taken or underway to address safety-related incidents
(if any) and on significant risks/concerns arising from assessments of health & safety practices
and working conditions.
In FY24, work-related injuries reported (accident numbers mentioned in principle 3, question no. 11) in the
period are primarily attributed to slip, trip, and fall incidents. Thorough investigations were conducted for
lost time incidents, and appropriate actions were taken to address the underlying causes. Additionally,
comprehensive risk assessments were performed for all activities, revealing no significant risks requiring
immediate attention or mitigation measures. An independent Human Rights assessment has also been
conducted for all our office locations and no major findings were reported during this assessment.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees (Y/N) (B) Workers (Y/N).
Employees: Yes, all employees are covered by a comprehensive group accident insurance policy that
•
provides compensation to their families in the unfortunate event of the death of an employee due to
an accident.
The company also provides a generous ex gratia payment to the families of all our deceased employees.
This payment amounts to the employee’s annual salary and continues for a duration of 10 years from
the date of the employee’s passing.
Principle 4 – Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
In our Stakeholder and grievance management policy, which is in line with the AA1000 Stakeholder
Engagement Standard, we have analysed our internal and external environment to identify stakeholders
including individuals, groups of individuals or organisations:
• Who are directly or indirectly dependent on our activities, products or services and associated
performance, whom we are dependent on in order to operate effectively
• To whom Zomato has, or in the future may have, legal, commercial, operational, or ethical/moral
responsibilities
• Who can influence or have impact on Zomato’s strategic or operational decision-making
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Company Overview Statutory Reports: Board Report Financial Statements
Based on the above definition, we have identified our key stakeholders as following-
• Customers (end-users and restaurant partners)
• Employees
• Vendors
• Delivery Partners
• Shareholders
• Regulatory and government bodies
• Community
(Link to the policy)
2. List stakeholder groups identified as key for your entity and the frequency of engagement with
each stakeholder group.
Stakeholder Whether Channels of communication Frequency of Purpose and scope of
group identified as (Email, SMS, Newspaper, engagement engagement including key
vulnerable & Pamphlets, Advertisement, (Annually/ half- topics and concerns raised
marginalised Community meetings, Notice yearly/ quarterly during such engagement
group board, Website), Other / others – please
(Yes/No) specify)
Employees No • Employee newsletters Ongoing/ • Employee benefits
• Intranet portal Continuous • Awareness about Company
• Employee resource groups policies
• Posters, TV Screens • Employee recognition
• Internal communication channel • Learning and development
• Employee town halls • Health, safety and well-being
• Employee surveys • Performance review and
• Performance reviews career development
• Dedicated email
Customers No • Zomato app and website Ongoing/ • Customer feedback
(end-users) • Customer service support Continuous • Grievance redressal
• Customer satisfaction survey • Resolution of their queries
• Social media channels • Advertising
• Email communication
Customers No • Zomato restaurant partner Ongoing/ • Onboarding support
(Restaurant application Continuous • Resolving queries
Partners) • Zomato dashboard • Grievance redressal
• Dedicated email • Discussions on ensuring safe
• Account managers deliveries
• Social media channels • Enhancing user experience
• Capturing feedback
• Creating and updating menu,
pricing, promotions, etc.
• Understanding and
activating growth levers -
e.g. advertising
Vendors No • Face-to-face and electronic or Ongoing/ • Resolving queries
telephonic correspondence Continuous • Assessing performance
• Sharing requests and
requirements
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Company Overview Statutory Reports: Board Report Financial Statements
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the board on economic,
environmental, and social topics or if consultation is delegated, how is feedback from such
consultations provided to the board.
We regularly engage with our key stakeholders (end-users, restaurant partners and delivery partners)
as outlined in our Stakeholder Engagement and Grievance Management Policy. Through the channels
described in the policy, the functional teams in Zomato receive feedback from various groups of
stakeholders on our initiatives and operations. This feedback is analysed and discussed with relevant
leadership teams to identify action areas. Select environmental and social actions are discussed with the
CSR committee of the board based on their overall importance and these meetings are minuted. The CSR
committee at Zomato also undertakes responsibility for climate and sustainability related matters.
(Link to the policy)
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Company Overview Statutory Reports: Board Report Financial Statements
3. Provide details of instances of engagement with, and actions are taken to, address the concerns
of vulnerable/ marginalised stakeholder groups.
Zomato has taken multiple actions to address the concerns of vulnerable/marginalised stakeholders
groups both within and outside of its value chain.
Actions taken to address concerns of vulnerable/marginalised groups within its value chain:
• Zomato has launched a program called Zomato Equitable Action for Livelihood (Project ZEAL)
to address the lack of livelihood options for Persons with Disabilities. Under Project ZEAL, we
supported the onboarding of more than 400 persons with disabilities (PwDs) as delivery partners
in FY24. These partners have undertaken 6,74,631 deliveries and have travelled over 15 lakhs kms
on modified motorized wheelchairs. In addition to waiving the onboarding fees, we have sensitised
fleet coaches and assigned a project manager to address their concerns and challenges. This project
achieved recognition from the Bombay Chamber of Commerce and Industry as the ‘Best D&I initiative’
in November 2023. This award celebrates organisations that have implemented transformative
initiatives targeting policies and systems to support underrepresented diversity groups.
• To support the needs of new parents among delivery partners, Zomato launched maternity insurance
coverage subject to certain eligibility criteria in January 2024. To further encourage and support
women delivery partners, Zomato designed and launched a kurta as an alternative to the Western style
T-shirt. The kurta was designed to provide greater comfort to women who conveyed a preference for
traditional Indian attire.
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Company Overview Statutory Reports: Board Report Financial Statements
Actions taken to address the concerns of vulnerable/marginalised groups outside of its value chain:
• Zomato has provided infrastructure on Zomato’s platform to enable customers to make contribution(s)
towards an independent NGO, Feeding India at the checkout page on Zomato’s platform. The
contributions made by the customers are sent to Feeding India for their various initiatives including
initiatives to eradicate hunger and improve malnutrition outcomes among underprivileged communities
in India. Using contributions from users and other sources including corporates and foundations,
Feeding India has provided 17 crore meals to underserved communities since its inception.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies)
of the entity, in the following format:
Category FY 2023-24 FY 2022-23
Employees*
Permanent 3,988 3,327 83.43% 3,440 3,261 94.80%
Other than permanent 452 411 90.93% 446 358 80.27%
Total employees 4,440 3,738 84.18% 3,886 3,619 93.13%
Workers
Permanent 0 0 0% 0 0% 0%
Other than permanent 316 303 95.89% 298 274 91.95%
workers**
Total workers 316 303 95.89% 298 274 91.95%
*For employees, training on Human Rights has been conducted online via our internal learning platform. Additionally, we also
circulated posters and videos via our internal channel. POSH training has been conducted at the time of induction.
**For other than permanent workers, Human Rights training has been conducted through in-person training via videos.
2. Details of minimum wages paid to employees and workers, in the following format*:
Category FY 2023-24 FY 2022-23
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 3,988 0 0% 3,988 100% 3,440 0 0% 3,440 100%
Male 3,058 0 0% 3,058 100% 2,685 0 0% 2,685 100%
Female 929 0 0% 929 100% 754 0 0% 754 100%
Other 1 0 0% 1 100% 1 0 0% 1 100%
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No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Other than 452 0 0% 452 100% 446 0 0% 446 100%
permanent
Male 368 0 0% 368 100% 360 0 0% 360 100%
Female 84 0 0% 84 100% 86 0 0% 86 100%
Other 0 0 0% 0 100% 0 0 0% 0 100%
Workers
Permanent 0 0 0% 0 0% 0 0 0% 0 0%
Male 0 0 0% 0 0% 0 0 0% 0 0%
Female 0 0 0% 0 0% 0 0 0% 0 0%
Others 0 0 0% 0 0% 0 0 0% 0 0%
Other than 316 302 95.56% 14 4.44% 298 298 100% 0 0%
permanent
workers
Male 263 256 97.33% 7 2.67% 263 263 100% 0 0%
Female 53 46 86.79% 7 13.21% 35 35 100% 0 0%
Others 0 0 0% 0 0% 0 0 0% 0 0%
*Data reported is as on 31st March 2024.
3 b. Gross wages paid to females as % of total wages paid by the entity, in the following format:*
FY 2023-24 FY 2022-23
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4. Do you have a focal point (individual/ Committee) responsible for addressing human rights
impacts or issues caused or contributed to by the business? (Yes/No)
Yes, we have a dedicated Internal Complaints Committee (ICC) to address human rights complaints raised
by employees.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The following are the internal mechanisms in place at Zomato to redress grievances related to human
rights issues:
• We have a dedicated Internal Complaints Committee to address and investigate any human rights
complaints.
• Instances related to human rights can be reported on email ID - speakup@zomato.com.
• All complaints are kept confidential and investigated promptly.
• In addition, we have a grievance mechanism in place for our value chain partners to report instances
related to human rights.
These internal mechanisms are detailed in our Human Rights Policy. (Link to the policy)
Sexual harassment 3 0 - 4 0 -
Discrimination at - -
0 0 0 0
workplace
Child labour 0 0 - 0 0 -
Forced labour/ - -
0 0 0 0
Involuntary labour
Wages 0 0 - 0 0 -
Other human rights- - -
1 0 0 0
related issues
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, in the following format:
FY 2023-24 FY 2022-23
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9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
No.
11. Provide details of any corrective actions taken or underway to address significant risks/
concerns arising from the assessments at Question 10 above.
As per the results of the Human Rights Assessment conducted by an independent external organisation
in FY24, there were no significant or high risks / concerns of human rights related practices at Zomato.
As an organisation we are committed to promoting and respecting human rights of all employees and
workers. We conduct regular awareness sessions in our organisation pertaining to various human rights
aspects in order to sensitise our workforce.
Leadership Indicators
2. Details of the scope and coverage of any Human rights due-diligence conducted.
Human Rights due-diligence for Zomato Limited covered employees and workers (third party workers)
across locations. Following aspects were covered in the due-diligence conducted:
• Working Conditions : Working hours, work-related stress, degree of safety, and comfort
• Labour Rights : Employment contracts, freedom of association and collective bargaining, employee
benefits, forced or compulsory labour and child labour
• Rights to privacy : Personal and professional data and information
• Health, safety and well-being : Training and awareness sessions, safety drills, insurances, assistance
programmes and policies.
• Fair and equal remuneration : Compensation practices
• Freedom of Speech : Feedback mechanisms
• Workplace discrimination & harassment : Discrimination (age, gender, ethnicity, sexual preference,
color, disability, etc.) and mental and sexual harassment
• Learning & Development : Skill development programmes for career progression and professional
growth
• Diversity & Inclusion : Equal opportunity, diversity, and inclusion
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Principle 6 – Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following
format*:
Parameter FY 2023-24 FY 2022-23**
Energy intensity per rupee of turnover adjusted for Purchasing 0.0000001744863 0.0000002194382
Power Parity (PPP) GJ / rupee GJ / rupee
(Total energy consumed / Revenue from operations adjusted of turnover of turnover
for PPP) adjusted for PPP adjusted for PPP
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
Yes, assured by Deloitte Haskins & Sells LLP for FY24.
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2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the
performance, achieve, and trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose
whether targets set under the PAT scheme have been achieved. In case targets have not been
achieved, provide the remedial action taken if any.
Not applicable.
3. Provide details of the following disclosures related to water, in the following format*:
(ii) Groundwater 0 0
Water intensity per rupee of turnover (water consumed / revenue 0.0000000028 0.0000000034
from operations ) KL/ rupee of KL/ rupee of
turnover turnover
Water intensity per rupee of turnover adjusted for Purchasing Power 0.0000000626 0.0000000751
Parity (PPP) (Total water consumption/Revenue from operations KL / rupee KL / rupee
adjusted to PPP) of turnover of turnover
adjusted for adjusted for
PPP PPP
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
Yes, assured by Deloitte Haskins & Sells LLP for FY24.
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- No treatment 0 0
(ii) To Groundwater 0
- No treatment 0 0
(iii) To Seawater
- No treatment 0 0
(v) Others
- No treatment 0 0
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of
its coverage and implementation.
Yes, our corporate office in Gurugram (a multi-tenant facility), has a zero liquid discharge mechanism
through a sewage treatment plant (STP). This STP has been installed by our landlord to recycle domestic
wastewater and reuse it for horticulture and flushing. However, we don’t have operational control over
this STP. For all our other offices, wastewater is discharged into municipal sewers, which undergo further
treatment in line with applicable requirements.
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6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following
format:
Parameter Unit FY 2023-24 FY 2022-23
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an
external agency? (Y / N) If yes, name of the external agency.
Yes, assessment was conducted by Eko Pro Engineers Pvt. Ltd.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity,
in the following format:
Total Scope 1 emissions (Break-up of Metric tonnes of Gross: 7.01 tCO2e Gross: 8.07 tCO2e
the GHG into CO2, CH4, N2O, HFCs, CO2 equivalent Net: 0* Net: 0*
PFCs, SF6, NF3, if available)**
Total Scope 2 emissions (Break-up of Metric tonnes of Gross: 81.97 tCO2e Gross: 67.44 tCO2e
the GHG into CO2, CH4, N2O, HFCs, CO2 equivalent Net 0* Net 0*
PFCs, SF6, NF3, if available)**
Total Scope 1 and Scope 2 emission Metric tonnes of 0.0000000013437 0.0000000016041
intensity per rupee of turnover (Total CO2 equivalent tCO2e / rupee of tCO2e / rupee of
Scope 1 and Scope 2 GHG emissions / turnover turnover
Revenue from operations)
Total Scope 1 and Scope 2 emissions Metric tonnes of 0.0000000300989 0.0000000359315
intensity per rupee of turnover CO2 equivalent / tCO2e / rupee of tCO2e / rupee of
adjusted for Purchasing Power Parity rupee of turnover turnover adjusted for turnover adjusted for
(PPP) (Total Scope 1 and Scope 2 adjusted for PPP PPP PPP
GHG emissions / Revenue from
operations adjusted for PPP)
Total Scope 1 and Scope 2 emission - - -
intensity in terms of physical output
Total Scope 1 and Scope 2 emission - - -
intensity (optional) – the relevant
metric may be selected by the entity
*For Scope-1: The above numbers are after deducting the carbon removal offsets purchased to maintain carbon neutrality for
Scope-1. For Scope-2: The above numbers are after deducting the International Renewable Energy Certificate (IREC) purchased
to maintain carbon neutrality for Scope-2.
**Scope- 1 & 2 emissions includes emissions from fuel consumption, purchased electricity and fugitive emissions for offices within
Zomato’s boundary determined by operational control approach. Scope-1 & 2 emissions from the offices where operational control
is not there, they are accounted under scope 3 purchased goods & services. Please refer to our boundary note on page 72 of this
annual report for more details.
***Previous year values are recalculated and restated basis the current year boundary
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Company Overview Statutory Reports: Board Report Financial Statements
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an
external agency? (Y / N) If yes, name of the external agency
Yes, assured by Deloitte Haskins & Sells LLP for FY24.
8. Does the entity have any project related to reducing greenhouse gas emission? If Yes, then
provide details.
Yes. In FY23, we committed to achieving net zero emissions across our food ordering and delivery value
chain by 2033 from FY22 base year. We have submitted our commitment to Science Based Target Initiative
(SBTi), and are in process of getting the targets validated. Towards achieving this long-term goal, we’ve
set the following targets:
• Reduce last mile delivery emissions by 70% on a per km basis by FY30 from the base year of FY22.
This target is aligned with our commitment to facilitate 100% EV-based deliveries by 2030, our
flagship GHG reduction project.
• We have maintained 100% of our scope 1 & scope 2 emissions at 0 through use of an equivalent amount
of verified carbon removal offsets and International Renewable Energy Certificates (IRECs).
• Our last-mile delivery emissions on a per km basis reduced by 9.35% in FY24 when compared to FY22.
The reduction in last-mile delivery emissions was facilitated by an expansion of our EV program. FY24,
Zomato’s total EV- based food deliveries increased by 4x from previous year, totaling to 61.6 million orders,
representing 8.19% of total orders. During the reporting year, we organised 200+ EV melas and bazaars
in collaboration with our EV partners and established 46 agreements with new EV partners, thereby
increasing the total number of active EV partnerships to 91 as of 31st March 2024.
9. Provide details related to waste management by the entity, in the following format:
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Waste intensity per rupee of turnover (Total waste generated / 0.0000000002 0.0000000002
Revenue from operations) MT / rupee of MT / rupee of
turnover turnover
Waste intensity per rupee of turnover adjusted for Purchasing 0.0000000051 0.0000000039
Power Parity (PPP) (Total waste generated / Revenue from MT / rupee MT / rupee
operations adjusted for PPP) of turnover of turnover
adjusted for PPP adjusted for PPP
For each category of waste generated, total waste recovered through recycling, re-using or other
recovery operations (in metric tonnes)*
FY 2023-24 FY 2022-23**
Category of waste:
(ii) Re-used 0 0
For each category of waste generated, total waste disposed of by nature of disposal method
(in metric tonnes)*
FY 2023-24 FY 2022-23**
Category of waste
Note: Indicate if any independent assessment / evaluation / assurance has been carried out by an
external agency? (Y / N) If yes, name of the external agency -
Yes, assured by Deloitte Haskins & Sells LLP for FY24.
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Company Overview Statutory Reports: Board Report Financial Statements
10. Briefly describe the waste management practices adopted in your establishments. Describe
the strategy adopted by your company to reduce the usage of hazardous and toxic chemicals
in your products and processes and the practices adopted to manage such wastes.
At Zomato, we are committed to implementing effective waste management strategies to minimise the
environmental impact of our business.
Our employees sit out of leased premises or co-working spaces where waste disposal is managed by the
owners or main lessors of the property. In offices that are directly leased by us, we have implemented
initiatives to reduce waste and promote segregation at the source.
• To reduce waste, we have replaced disposable cutlery with reusable plates and cutlery and implemented
a ‘bring your own bottle’ initiative eliminating the use of paper cups for drinking water.
• To promote segregation at source we utilise appropriately coloured and labelled dustbins to facilitate
easy and efficient separation of various types of waste, ensuring that recyclable, organic, and non-
recyclable materials are appropriately sorted by our own housekeeping teams.
For e-waste, biomedical waste and hazardous waste streams, we take responsibility for appointing
authorised waste management vendors and collect recycling certificates from them.
For plastic waste, wet waste and paper and cardboard waste streams, we collect details of disposal and
recycling from vendors appointed by our landlords or owners of the premises.
Along with our policies, these processes have earned our Gurugram and Bengaluru offices ISO 14001
certification in the reporting year.
Since, we are a technology platform in the services business, our generation of hazardous waste is minimal
and toxic waste nil.
To further reduce the impact of waste generated by orders placed by users from restaurants on Zomato’s
platform, we have implemented a number of voluntary initiatives.
One of our key voluntary waste reduction initiatives is the ‘don’t send cutlery’ initiative on the food delivery
app, which requires end-users to explicitly ‘opt-in’ for cutlery, if needed. This initiative has resulted in a
reduction of restaurant orders sent with cutlery by more than 75%, preventing the usage of single-use
materials and reducing an estimated 933 MT of cutlery waste for FY24.
In the domain of recycling, a major voluntary initiative we have taken is ‘100% Plastic Neutral deliveries’.
While the choice of packaging used for food deliveries rests with our restaurant partners, we are
committed to mitigating the impact of this packaging on the environment through voluntary recycling.
Towards this end, Zomato voluntarily recycled 10,000 MT of plastic waste in FY24. Since April 2022, we’ve
recycled 30,000 MT of plastic waste which is more than 1.5x the estimated amount of plastic used by our
restaurants for packaging orders as per an independent external assessment.
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national
parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal
regulation zones, etc.) where environmental approvals/clearances are required, please specify
details in the following format:
Zomato does not have any offices in/around ecologically sensitive areas.
12. Details of Environmental Impact Assessments of projects undertaken by the entity based on
applicable laws, in the current financial year:
Not Applicable.
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13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India;
such as the Water (prevention and control of pollution) Act, Air (prevention and control of
pollution) Act, Environment Protection Act, and rules thereunder (Y/N). If not, provide details
of all such non-compliances, in the following format:
Yes.
Leadership Indicators
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter Unit FY 2023-24 FY 2022-23*
Total Scope 3 emissions (Break-up of the Metric tonnes of 120120.13 tCO2e 102654.57 tCO2e
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, CO2 equivalent
NF3, if available)
Total Scope 3 emissions per rupee of Metric tonnes of 0.0000018139555 0.0000021806979
turnover CO2 equivalent tCO2e / rupee of tCO2e / rupee of
turnover turnover
Total Scope 3 emission intensity (optional) - - -
– the relevant metric may be selected by
the entity
*Previous years’ scope 3 emissions have been recalculated to incorporate emissions from electricity purchased for leased facilities
outside of Zomato’s operating control and emissions from two-wheeler bikes used for food delivery with engine capacity of <150cc.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency.
Yes, assured by Deloitte Haskins & Sells LLP.
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions
to improve resource efficiency, or reduce impact due to emissions / effluent discharge/waste
generated, please provide details of the same as well as the outcome of such initiatives, as per
the following format:
Sr. Initiative Details of the initiative (Web-link, if any, Outcome of the initiative
No. undertaken may be provided along-with summary)
1 Climate Our profile is dominated by emissions In the reporting year 2023-34 we
conscious from transportation undertaken by signed an additional 46 partnerships
deliveries delivery partners. We are working with various players in the 2W EV
initiative towards 100% EV-based deliveries ecosystem including manufacturers,
by 2030. We have signed partnership Battery-as-a-service operators and EV
agreements with EV 2-wheeler rental companies. This brings the total
manufacturers and service operators to number of active EV partnerships we
help us achieve this objective. have to 91 as on March 31st 2024.
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Company Overview Statutory Reports: Board Report Financial Statements
Sr. Initiative Details of the initiative (Web-link, if any, Outcome of the initiative
No. undertaken may be provided along-with summary)
Our logistics team also runs awareness In the reporting year 2023-24,
campaigns for delivery partners to ~2,00,000+ delivery partners were
explain the benefits of switching to made aware of the benefits of EVs
electric vehicles and address their via digital and offline communication
doubts. We also routinely organise campaigns.
EV melas where various EV-bike The monthly active EV -based delivery
manufacturing and rental companies fleet as for March 2024 stood at 27,884
can display their models to delivery which is 2x the number of EV-based
partners and offer test-rides. partners in our fleet compared to
In the reporting year 2023-24, we March 2023.
launched a page within the delivery The program has won Zomato ‘Best
partner application through which ESG Performance in Sustainable
partners can easily discover various Transportation’ from Transformance
models of electric vehicles available on Forums ‘ESG Summit and Awards’ in
rent from different companies. November 2023.
Zomato’s EV program was also the
recipient of the Frost & Sullivan
award for Best Environment Project in
December 2023.
2 100% plastic In FY23, Zomato launched the 100% 10,000 MT of additional plastic waste
neutral plastic neutral deliveries initiatives. voluntarily recycled in FY24 bringing
deliveries While the choice of packaging used for the total volume of plastic waste
food deliveries rests with our restaurant voluntarily recycled by Zomato to
partners, we are committed to 30,000 MT to date.
mitigating the impact of this packaging
on the environment through voluntary ‘Best ESG Performance in Packaging
recycling. Towards this end, Zomato has and Waste Management Award’ from
voluntarily recycled 30,000 MT of plastic Transformance Forums ‘ESG Summit
waste to date which is estimated to be and Awards’ in November 2023.
more than 1.5x the amount of plastic
used by restaurants for packaging
deliveries facilitated by Zomato as per
an independent external assessment,
fully meeting the target of 100% plastic
neutral deliveries in FY24.
(Link: 100% plastic neutral deliveries)
3 Don’t Send Zomato launched the ‘Don’t Send This initiative has resulted in a
Cutlery Cutlery’ initiative in FY22. This initiative reduction of restaurant orders
initiative is designed to reduce all types of single- sent with cutlery by more than
use material waste as customers often 75%, preventing usage of single-
have access to cutlery in their homes use materials and reducing an
or offices. This initiative has been estimated 933 MT of cutlery waste
activated on our mobile application and for FY24,bringing the total single-use
requires end-users to explicitly ‘opt-in’ material waste reduced over 3 years to
for cutlery, if needed. 1,933 MT.
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Principle 7 – Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
Zomato was affiliated with / participated in discussions with three industry bodies.
b. List the top 10 trade and industry chambers/ associations (determined based on the total
members of such a body) the entity is a member of/ affiliated to.
Sr. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/
associations associations (State/National)
2. Provide details of corrective action taken or underway on any issues related to anti-competitive
conduct by the entity, based on adverse orders from regulatory authorities.
None. No adverse order received by the Company from regulatory authorities in FY24*.
*During the year ended March 31, 2022, the Company received an order under Section 26(1) of the Competition Act, 2002, under
which the Hon’ble Competition Commission of India (CCI) initiated an investigation into certain aspects of the Company’s business.
The Company continues to work closely with the Hon’ble CCI to assist them with their inquiry and explain to the Hon’ble CCI why all
its practices are in compliance with competition laws and do not have any adverse effect on competition in India.
Leadership Indicators
1. Details of public policy positions advocated by the entity:
Sr. Public policy Method resorted for such Whether Frequency of Web-link, if available
No. advocated advocacy information review by board
available in (Annually/ half
the public yearly/ quarterly
domain? / others – please
(Yes/No) specify)
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Company Overview Statutory Reports: Board Report Financial Statements
Sr. Public policy Method resorted for such Whether Frequency of Web-link, if available
No. advocated advocacy information review by board
available in (Annually/ half
the public yearly/ quarterly
domain? / others – please
(Yes/No) specify)
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on
applicable laws, in the current financial year.
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R)
is being undertaken by your entity:
Sr. No. Name of project State District No. of project % of PAFs Amounts paid to
for which R&R is affected families covered by PAFs in the FY
ongoing (PAFs) R&R (In INR)
Not applicable
Should stakeholders have any concerns, queries, or complaints, they can reach out to us through the below
grievance reporting channels:
• grievance@zomato.com
• nodal@zomato.com
Additionally, feedback or concern can be submitted through https://www.zomato.com/contact.
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4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2023-24 FY 2022-23
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees
or workers employed on a permanent or non-permanent / on contract basis) in the following
locations, as % of total wage cost
Principle 9 – Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
We have two types of customers as described in Section-A, Q19(c):
• nd-users of our platform: Zomato has a system to collect queries and feedback from end-users
E
through multiple channels including the customer support section within the Zomato app, social
media channels, email, app ratings and reviews. Additionally, after every supported chat, feedback
is sought to gauge their satisfaction with the support received. Trends derived from the analysis of
the feedback and ratings are used to implement corrective measures as required.
• Restaurant partners: Zomato has a system to collect queries and feedback from restaurant partners
through channels like partner app/web, emails and social media channels. For live order support,
partners can also reach out through chats and calls to get issues addressed immediately. Feedback
on issue resolution is sought after each ticket from all the channels and then analysed to improve the
quality of responses for better partner experience.
In case of any queries and feedback, customers can write to us on the below grievance reporting channels -
• grievance@zomato.com
• nodal@zomato.com
2. Turnover of products and/ services as a percentage of turnover from all products/services that
carry information about:
As a % to total turnover
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Company Overview Statutory Reports: Board Report Financial Statements
Data privacy 0 0 - 0 0 -
Advertising 0 1 - 0 1 -
Cyber-security 0 0 - 0 0 -
Delivery of essential - - Not - - Not
services Applicable applicable
Restrictive trade 0 0 - 0 0 -
practices
Unfair trade practices 36 65 - 34 45 -
Other 11 25 - 21 29 -
*Consumer complaints data for FY23 and FY24 includes complaints filed before various courts by our customers i.e. end-users of
our platform and restaurant partners.
5. Does the entity have a framework/policy on cyber security and risks related to data privacy?
(Yes/No) If available, provide a web link to the policy.
Yes. Zomato has a comprehensive privacy and cybersecurity framework in line with the NIST (National
Institute of Standards and Technology) cyber security framework, supported by policies and procedures.
Below are the web links to our policies:
• Information Security Policy: (Link to the policy)
• Privacy Policy: (Link to the policy)
6. Provide details of any corrective actions taken or underway on issues relating to advertising,
and delivery of essential services; cyber security and data privacy of customers; re-occurrence
of instances of product recalls; penalty/action taken by regulatory authorities on the safety of
products/services.
There were no significant concerns/complaints identified during the reporting year on the topics
mentioned above. However, in case of any concerns, customers can reach out to us via multiple channels
as described in Principle 4 Q2.
For data-privacy-related concerns, we have a Privacy Policy in place which outlines the process to report
and investigate any suspected or potential threat to personal data. The Data Protection Officer investigates
incidents to identify lapses and gaps to continuously improve processes and controls to mitigate future
breaches.
Privacy Policy: (Link to the policy)
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Company Overview Statutory Reports: Board Report Financial Statements
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed
(provide web link, if available).
Information regarding Zomato’s products and services can be accessed via the below platforms:
• Our Website : www.zomato.com
• Google Play Store: Zomato Food Delivery & Dining App | Zomato Restaurant Partner App | Zomato
Delivery Partner App
• Apple App Store: Food Delivery & Dining App | Zomato Restaurant Partner App
• Facebook: Zomato Page
• Instagram page: @Zomato
• LinkedIn page: Zomato Page
• Twitter page: @Zomato
• Youtube page: Zomato Page
4. Does the entity display product information on the product over and above what is mandated
as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry
out any survey with regard to consumer satisfaction relating to the major products / services
of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
Not Applicable - Zomato is a technology platform that provides services to multiple stakeholders.
We periodically collect feedback from consumers and conduct satisfaction surveys relating to services
that we provide. For instance:
1. We collect feedback on our chat support service via the ratings tool available on our mobile application
post every chat resolution.
2. We also conducted a satisfaction survey of India-based consumers of our subscription-based loyalty
initiative ‘Zomato Gold’ in the reporting year.
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We apply Standard on Quality Control (the “SQC”) of documents, evaluating the appropriateness of
1, “Quality Control for Firms that Perform Audits quantification methods and reporting policies,
and Reviews of Historical Financial Information, analytical procedures and agreeing or reconciling
and Other Assurance and Related Services with underlying records.
Engagements”, and accordingly maintain
a comprehensive system of quality control Given the circumstances of the engagement, in
including documented policies and procedures performing the procedures listed above, we:
regarding compliance with ethical requirements,
• Obtained an understanding of the Identified
professional standards, and applicable legal and
Sustainability Information and related
regulatory requirements.
disclosures;
7. Our Responsibility • Obtained an understanding of the assessment
Our responsibility is to express a reasonable criteria and their suitability for the evaluation
assurance opinion on the Identified Sustainability and/or measurements of the Identified
Information listed in Appendix I based on the Sustainability Information;
procedures we have performed and evidence we
have obtained. • Made inquiries of Company’s Management,
including Sustainability team, EHS team,
We conducted our engagement in accordance compliance team, human resource team
with the Standard on Sustainability Assurance amongst others and those with the
Engagements (SSAE) 3000, “Assurance responsibility for preparation of the Report;
Engagements on Sustainability Information”,
• Obtained an understanding and performed an
and Standard on Assurance Engagements (SAE)
evaluation of the design of the key systems,
3410 “Assurance Engagements on Greenhouse
processes and controls for recording,
Gas Statements” (together the “Standards”), both
processing and reporting on the Identified
issued by the Sustainability Reporting Standards
Sustainability Information at the corporate
Board (the “SRSB”) of the ICAI.
office and at other offices on a sample
These Standards require that we plan and perform basis. This included evaluating the design of
our engagement to obtain reasonable assurance those controls relevant to the engagement
about whether the Identified Sustainability and determining whether they have been
Information listed in Appendix I and included in implemented by performing procedures
the Report are prepared, in all material respects, in addition to inquiry of the personnel
in accordance with the Criteria. responsible for the Identified Sustainability
Information;
As part of reasonable assurance engagement
• Based on the above understanding and
in accordance with the Standards, we exercise
the risks that the Identified Sustainability
professional judgment and maintain professional
Information may be materially misstated,
skepticism throughout the engagement.
determined the nature, timing and extent of
further procedures;
8. Reasonable Assurance
A reasonable assurance engagement involves • Tested the Company’s process for collating
identifying and assessing the risks of material the sustainability information through
misstatement of the Identified Sustainability agreeing or reconciling the Identified
Information whether due to fraud or error, Sustainability Information with the underlying
responding to the assessed risks as necessary records on a sample basis; and
in the circumstances.
• Tested the consolidated working consisting of
The procedures we performed were based on our the offices under the reporting boundary on a
professional judgment and included inquiries, sample basis for ensuring the completeness
observation of processes performed, inspection of data being reported.
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Company Overview Statutory Reports: Board Report Financial Statements
We believe that the evidence we have obtained is indicators for the year ended March 31, 2024
sufficient and appropriate to provide a basis for listed in Appendix I are prepared in all material
our reasonable assurance opinion. respects, in accordance with the Criteria as
below:
9. Exclusions
Our assurance scope excludes the following and • Regulation 34(2) (f) of the Securities and
therefore we do not express an opinion on: Exchange Board of India (the “SEBI”) (Listing
Obligations and Disclosure Requirements)
•
Aspects of the Reports and the data/ Regulations, 2015 as amended;
information (qualitative or quantitative)
other than the Identified Sustainability • Business Responsibility and Sustainability
Information; and Reporting Requirements for listed entities
per Master Circular No. SEBI/HO/CFD/PoD2/
• The statements that describe expression of
CIR/P/2023/120 dated July 11, 2023; and
opinion, belief, aspiration, expectation, aim,
or future intentions provided by the Company. •
SEBI Circular SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated July 12, 2023 and
10. Other information clarifications thereto issued by SEBI.
The Company’s Management is responsible for
the Other information. The Other information 12. Restriction on use
comprises the information included within Our Reasonable Assurance report has been
the BRSR other than Identified Sustainability
prepared and addressed to the Board of Directors
Information and our independent assurance
of the Company at the request of the Company
reports dated August 1, 2024 thereon.
solely, to assist the Company in reporting on
Our opinion on the Identified Sustainability Company’s sustainability performance and
Information does not cover the Other information activities. Accordingly, we accept no liability to
and we do not express any form of assurance anyone, other than the Company. Our Reasonable
thereon. Assurance report should not be used for any
other purpose or by any person other than the
In connection with our assurance engagement addressees of our report. We neither accept nor
of the Identified Sustainability Information, our assume any duty of care or liability for any other
responsibility is to read the Other information purpose or to any other party to whom our report
and, in doing so, consider whether the Other is shown or into whose hands it may come without
information is materially inconsistent with the our prior consent in writing.
Identified Sustainability Information or otherwise
appears to be materially misstated.
For Deloitte Haskins & Sells LLP
If, based on the work we have performed, we Chartered Accountants
conclude that there is a material misstatement of (Firm’s Registration No. 117366W / W-100018)
this Other information, we are required to report
that fact. We have nothing to report in this regard. Sd/-
Pratiq Shah
11. Reasonable Assurance Opinion Partner
Based on the procedures we have performed and Place: Mumbai Membership No. 111850
the evidence we have obtained, the BRSR Core Date: August 01, 2024 UDIN: 24111850BKJLKG1655
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Company Overview Statutory Reports: Board Report Financial Statements
APPENDIX I
BRSR - Section C: Principle [P] Wise Performance Disclosures- Essential Indicators [E]
1 P-1: Businesses should conduct and E-8: Number of days of accounts payables ((Accounts
govern themselves with integrity, and in payable *365) / Cost of goods/services procured).
a manner that is Ethical, Transparent and
E-9: Details of concentration of purchases and sales with
Accountable.
trading houses, dealers, and related parties along-with
loans and advances and investments, with related parties.
2 P-3: Businesses should respect and E-1c: Spending on measures towards well-being of
promote the well-being of all employees, employees and workers (including permanent and other
including those in their value chains. than permanent).
E-11: Details of safety related incidents:
• Loss Time Injury Frequency Rate (LTIFR) (per one
million person hours worked) (employees and workers)
• Total recordable work related injuries (LTI) (employees
and workers)
• Number of fatalities (employees and workers)
• High consequence work-related injury or ill-health
(excluding fatalities) (employees and workers)
3 P-5: Businesses should respect and E-3b: Gross wages paid to females as % of total wages
promote human rights. paid by the entity.
E-7: Complaints filed under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:
• Total Complaints on Sexual Harassment (POSH)
reported
• Complaints on POSH as a % of female employees /
workers
• Complaints on POSH upheld
4 P-6: Businesses should respect and E-1: Details of total energy consumption (in Joules or
make efforts to protect and restore the multiples) and energy intensity.
environment. (Refer Note 1) • Total Energy consumed
• Total energy consumed from renewable and
nonrenewable sources (Total electricity consumption,
total fuel consumption and Energy consumption
through other sources).
• Energy intensity per rupee of turnover (Total energy
consumed / Revenue from operations)
• Energy intensity per rupee of turnover adjusted for
Purchasing Power Parity (PPP) (Total energy consumed
/ Revenue from operations adjusted for PPP)
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Company Overview Statutory Reports: Board Report Financial Statements
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Company Overview Statutory Reports: Board Report Financial Statements
5 P-8: Businesses should promote inclusive E-4: Percentage of input material (inputs to total inputs by
growth and equitable development. value) sourced from suppliers.
• Directly sourced from MSMEs/small producers
• Directly from within India
Note:
1. Indicators under Principle 6 are reported for leased offices under operational control of the Company.
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Company Overview Statutory Reports: Board Report Financial Statements
clarifications thereto and have the required necessary in the circumstances, and evaluating
competencies and experience to conduct this the overall presentation of the Identified
assurance engagement. Sustainability Information.
We apply Standard on Quality Control (“SQC”) 1, A limited assurance engagement is substantially
“Quality Control for Firms that Perform Audits less in scope than a reasonable assurance
and Reviews of Historical Financial Information, engagement in relation to both the risk assessment
and Other Assurance and Related Services procedures, including an understanding of
Engagements”, and accordingly maintain internal control, and the procedures performed
a comprehensive system of quality control in response to the assessed risks.
including documented policies and procedures
regarding compliance with ethical requirements, The procedures we performed were based on our
professional standards, and applicable legal and professional judgment and included inquiries,
regulatory requirements. observation of processes performed, inspection
of documents and evaluating the appropriateness
7. Our Responsibility of quantification methods and reporting policies
Our responsibility is to express a limited assurance and agreeing with underlying records.
conclusion on the Identified Sustainability
Information listed in Appendix I based on the Given the circumstances of the engagement, in
procedures we have performed and evidence we performing the procedures listed above, we:
have obtained. • Obtained an understanding of the Identified
Sustainability Information and related
We conducted our engagement in accordance
disclosures;
with the Standard on Sustainability Assurance
Engagements (SSAE) 3000, “Assurance • Obtained an understanding of the assessment
Engagements on Sustainability Information”, criteria and their suitability for the evaluation
and Standard on Assurance Engagements (SAE) and/or measurements of the Identified
3410 “Assurance Engagements on Greenhouse Sustainability Information;
Gas Statements” (together the “Standards”), both
issued by the Sustainability Reporting Standards • Made inquiries of Company’s Management,
Board (the “SRSB") of the ICAI. including the sustainability team, EHS
team compliance team, human resources
These Standards require that we plan and perform team amongst others and those with the
our engagement to obtain limited assurance responsibility for preparation of the Report;
about whether the Identified Sustainability
• Obtained an understanding of the key systems
Information is free from material misstatement.
and processes for recording, processing and
As part of limited assurance engagement, in reporting on the Identified Sustainability
accordance with the Standard, we exercise Information at locations /offices on a sample
professional judgment and maintain professional basis
skepticism throughout the engagement. • Based on the above understanding and
the risks that the Identified Sustainability
8. Limited Assurance Information may be materially misstated,
A limited assurance engagement involves determined the nature, timing and extent of
assessing the suitability in the circumstances of further procedures;
the Company’s use of the Criteria as the basis for
the preparation of the Identified Sustainability • Reviewed the Company’s process for collating
Information as listed in Appendix I, assessing the the sustainability information through
risks of material misstatement of the Identified agreeing or reconciling the sustainability
Sustainability Information whether due to fraud information with the underlying records on
or error, responding to the assessed risks as a sample basis; and
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Company Overview Statutory Reports: Board Report Financial Statements
•
Reviewed the consolidation working 10. Limited Assurance Conclusion
consisting of the offices under the reporting Based on the procedures we have performed
boundary on a sample basis for ensuring the and the evidence we have obtained, nothing has
completeness of data being reported. come to our attention that causes us to believe
that the Identified Sustainability Information
The procedures performed in a limited assurance listed in Appendix I and presented in the Report
engagement vary in nature and timing from, for year ended March 31, 2024 are not prepared,
and are less in extent than for, a reasonable in all material respects, in accordance with the
assurance engagement. Consequently, the level Criteria as stated in paragraph 3 above.
of assurance obtained in a limited assurance
engagement is substantially lower than the 11. Restriction on use
assurance that would have been obtained had we Our Limited Assurance report has been prepared
performed a reasonable assurance engagement. and addressed to the Board of Directors of the
Accordingly, we do not express a reasonable Company at the request of the Company solely,
assurance opinion about whether the Identified to assist the Company in reporting on Company’s
Sustainability Information have been prepared, sustainability performance and activities.
in all material respects, in accordance with the Accordingly, we accept no liability to anyone,
Criteria. other than the Company. Our Limited Assurance
report should not be used for any other purpose
We believe that the evidence we have obtained is or by any person other than the addressees of
sufficient and appropriate to provide a basis for our report. We neither accept nor assume any
our limited assurance conclusion. duty of care or liability for any other purpose or
to any other party to whom our report is shown or
9. Exclusions into whose hands it may come without our prior
Our assurance scope excludes the following and consent in writing.
therefore we do not express a conclusion on:
For Deloitte Haskins & Sells LLP
•
Aspects of the Reports and the data/ Chartered Accountants
information (qualitative or quantitative) (Firm’s Registration No. 117366W / W-100018)
other than the Identified Sustainability
Information; and Sd/-
Pratiq Shah
• The statements that describe expression of Partner
opinion, belief, aspiration, expectation, aim, Place: Mumbai Membership No. 111850
or future intentions provided by the Company. Date: August 01, 2024 UDIN: 24111850BKJLKF1597
125
Company Overview Statutory Reports: Board Report Financial Statements
APPENDIX I
BRSR
Section A: General Disclosure
1 Employees A-20 (a): Details of Employees and workers (including
differently abled) as at the end of Financial Year
A-20 (b): Details of Differently abled Employees and
workers at the end of the financial year
2 Participation/Inclusion/Representation of A-21: Participation/ Inclusion/ Representation of women
women in- Board of Directors and Key Management Personnel
3 Turnover rate for permanent employees and A-22: Turnover rate for permanent employees and workers
workers
4 Transparency and Disclosures Compliances A-25: Complaints/Grievances on any of the principles
(Principles 1 to 9) under the National Guidelines on
Responsible Business Conduct
Section C: Principle [P] Wise Performance Disclosure Essential Indicators [E]
5 Principle 1: Businesses should conduct and E-1: Percentage coverage by training and awareness
govern themselves with integrity, and in programmes on any of the Principles during the financial
a manner that is Ethical, Transparent and year for Board of Directors, KMPs, Employees other than
Accountable. BoDs and KMPs, Workers
E-6: Details of complaints with regard to conflict of
interest for Directors and KMPs
6 Principle 3: Businesses should respect and E-1 (a): Details of measures for the well-being of employees
promote the well-being of all employees,
including those in their value chains. E-1 (b): Details of measures for the well-being of workers
E-2: Details of retirement benefits, for Current FY
E-5: Return to work and Retention rates of permanent
employees and workers that took parental leave.
E-7: Membership of employees and worker in
association(s) or Unions recognised by the listed entity.
E-9: Details of performance and career development
reviews of employees and worker
E-13: Number of Complaints on working conditions and
Health & Safety made by employees and workers.
E-14: Assessments for the year on working conditions and
Health & Safety
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Company Overview Statutory Reports: Board Report Financial Statements
7 Principle 5: Businesses should respect and E-1: Employees and workers who have been provided
promote human rights. training on human rights issues and policy(ies) of the
entity.
E-2: Details of minimum wages paid to employees and
workers.
E-3 (a): Median remuneration / wages for Board of
Directors (BOD), Key Managerial Personnel, Employees
other than BOD and KMP, and Workers
E-6: Number of Complaints made by employees and
workers: on Sexual Harassment, Discrimination at
workplace, Child Labour, Forced Labour/ Involuntary
Iabour, Wages and Other human rights related issues
E-10: Assessments of your plants and offices for the year
on: Sexual Harassment, Discrimination at workplace, Child
Labour, Forced Labour/ Involuntary Iabour, Wages and
Other human rights related issues
8 Principle 6: Businesses should respect and L-2: Details of total Scope 3 emissions and its intensity:
make efforts to protect and restore the
environment. • Total Scope 3 emissions (Break-up of the GHG into CO2,
CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
127
Company Overview Statutory Reports: CGR Financial Statements
Corporate governance is intrinsic part of our values, We are dedicated to defining, following, and practicing
guiding us towards best business practices and defining the highest levels of corporate governance across
how we interact and operate with our stakeholders on all our business functions. We continuously adopt
our path to sustainability. We believe that effective and adhere to globally recognized best practices,
corporate governance practices constitute the strong benchmarking ourselves against the highest
foundation on which successful organizations are built standards.
to last. In order to adhere highest standards of corporate
governance practices, Company’s aims to comply with
2. Board of Directors
all the applicable laws & regulations in letter and spirit The board of directors provide guidance to the
and ensure sustainable behavior in all engagements. In management and directs, supervises, and oversees
addition to compliance with regulatory requirements, the activities of the Company. The Board ensures
the Company endeavors to ensure that the highest that the Company’s corporate governance policies
standards of ethical and responsible conduct are met encompass the corporate strategy, risk management,
throughout the organization. accountability, transparency, business responsibility,
sustainability and ethical business practices. The
The Company’s Board exercises independent Board consists of eminent individuals, with experience
judgement and plays a vital role in the oversight of in business management, finance, human resource,
the Company’s affairs. Board comprises of qualified corporate governance, public policy and industry. The
and expert professionals including independent Company is managed by the Board in coordination with
directors who are mandated to ensure robust levels the senior management of the Company. The detailed
of governance across all tiers of the Company. While profile of the directors is available on the website of
day-to-day operations are managed by a competent the Company and can be accessed at https://www.
team under the Board’s supervision, various zomato.com/investor-relations/governance.
Committees have been constituted to focus on well-
defined areas of responsibility, delivering time-bound i. Composition and inter-se relationship
recommendations. The size of the Board is commensurate with the size
and business of the Company. The Board continues
The Company’s corporate governance framework to maintain an optimum combination of executive,
is aligned with the requirements under the Act and non-executive, independent and women directors
the various regulations and guidelines issued by as stipulated under the Act and the SEBI Listing
the SEBI. The Company has also adopted various Regulations.
Codes/Policies towards achieving the best corporate
governance practices which inter alia includes As on date, the Board comprises seven directors, which
Code of Conduct for Board of Directors and Senior includes 1 (one) managing director & chief executive
Management Personnel, Vigil Mechanism and Whistle- officer, 1 (one) non-executive and nominee director
Blower Policy, Code of Conduct for Prevention of and 5 (five) non-executive independent directors, out
Insider Trading and Policy on materiality of Related of which 4 (four) are women directors. None of the
Party Transactions and dealing with Related Party directors have an inter-se relationship and each one
Transactions. of them is independent of the other.
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Company Overview Statutory Reports: CGR Financial Statements
During the financial year under review, the Board met 6 (six) times. The details of directors’ attendance at the
Board meetings and the annual general meeting held during the year are given below:
May 19, August 3, November January February March 21, August 30,
2023 2023 3, 2023 31, 2024 8, 2024 2024 2023
Kaushik Dutta
Deepinder Goyal
Namita Gupta
Sanjeev Bikhchandani
Sutapa Banerjee
Present Absent
Member Chairperson
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Company Overview Statutory Reports: CGR Financial Statements
Name of Promoter/ Category of No. of other No. of other company’s Shareholding No. of
director Non- director company’s board committees in in the convertible
promoter directorship1 which director Company instrument
is a member/ held in the
chairperson2 Company3
Member Chairperson
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Company Overview Statutory Reports: CGR Financial Statements
v. Independent Directors
During the year under review, the Board consists of 5 (five) independent directors. None of the independent
directors have resigned before expiry of his/ her tenure during the financial year.
Each independent director of the Company has submitted declaration of their independence under Section
149(6) of the Act read with Schedule IV thereunder and Regulation 16 of the SEBI Listing Regulations, and
has also given confirmation that he/ she is not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact its ability to discharge its duties with an objective
independent judgment and without any external influence.
Accordingly, based on the declarations received from all independent directors, the Board has confirmed that,
in their opinion, independent directors of the Company are persons of integrity, possesses relevant expertise
and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent
of the management.
vii. Core skills/ expertise/ competence as identified by board of directors and the directors
possessing such skills/ expertise/ competence
Name of Kaushik Sanjeev Deepinder Sutapa Gunjan Namita Aparna
director Dutta Bikhchandani Goyal Banerjee Tilak Raj Soni Gupta Popat Ved
Skills and experience
P P P P P P P
P P P P P P P
P P P P P P P
P P P P P P P
P - - P P P P
P P P P P P -
P P P P P P P
Leadership experience including general management, corporate strategic planning, understanding of organizational systems &
processes.
Background in the field of service industry, marketing, technology and e-commerce, including its entire value chain.
Experience in finance, tax, risk management, public policy, human resource, legal, compliance, corporate governance and communication.
Relevant experience in leading sustainability, ESG outlook and corporate social responsibility of a large corporate.
Knowledge of global business environments, economic & social conditions, and awareness of global market opportunities.
Experience of evaluating and managing risks and concerns related to cyber security.
Experience of building long term effective stakeholder’s engagements and driving corporate ethics and values.
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Company Overview Statutory Reports: CGR Financial Statements
viii. Familiarisation Programmes for has been formed and further to keep abreast with the
Independent Directors changing business environment and the statutes.
Under the familiarisation programmes for independent Committee composition conforms to applicable
directors, the Company periodically presents updates laws and regulations. Minutes of all the committee
on overall business performance, business strategy meetings are placed before the Board for information/
and plans, enterprise risk management, technology, noting. All decisions pertaining to the constitution of
human resources, governance policies, sustainability, committees and its terms of reference/ charter are
regulatory developments and such other matters taken by the Board.
as deemed necessary. These programmes offer an
Brief terms of reference, composition of these
opportunity of significant interactions between the
committees and other relevant information as
Board and senior leadership team of the Company.
required, are provided below:
Such familiarization programmes are carried out
through presentations made in Board and committee I. Audit Committee
meetings of the Company at regular intervals and The terms of reference and composition of the Audit
through off-sites as organized by the Company. Committee are in compliance with Section 177 of the
Act and Regulation 18 of the SEBI Listing Regulations
Details with respect to familiarization programmes as detailed below:
for independent directors are available at the website
of the Company and can be accessed at https://b. a. Brief terms of reference
zmtcdn.com/investor-relations/80fad87df56cde65 to review and oversee management’s financial
2c865dbeee25f34e_1713873637.pdf. reporting process and to ensure accurate and
timely disclosures, with the highest levels of
ix. Certificate under Regulation 34 of SEBI transparency, integrity and quality of financial
Listing Regulations reporting;
None of the directors on the Board of the Company have • to review with management quarterly/ annual
been debarred or disqualified from being appointed financial statements and limited review/ auditor’s
or continue as director of the Company by the SEBI, report before submission to the Board with detailed
Ministry of Corporate Affairs, or any such statutory discussion and overview on the compliance with
authority as on March 31, 2024. A certificate to this accounting standards, disclosure of related party
effect has been provided by M/s. Chandrasekaran transactions and other legal requirements relating
Associates, Company Secretaries, (Reg. No.: to financial statements;
P1988DE002500) and the same forms part of this
report as Annexure – V. • t o oversee the work carried out by auditors and
note the processes and safeguards employed by
3. Committees of the Board each of them and to consider their appointment
and compensation portion;
As on March 31, 2024, the Board has 6 (six)
committees: Audit Committee, Nomination and • to review the processes and controls including
Remuneration Committee, Stakeholders’ Relationship compliance with laws, corporate governance, code
Committee, Risk Management Committee, Corporate of practices and procedures for fair disclosure
Social Responsibility Committee and Investment of unpublished price sensitive information, vigil
Committee. Further, during the financial year under mechanism and whistleblower policy and related
review, the Initial Public Offer Committee has been cases thereto;
dissolved w.e.f. May 19, 2023. • t o evaluate the internal controls including internal
financial controls and risk management systems;
Each committee has its defined terms of reference/
charter and has been assigned with scope of • t o perform such other activities as per terms of
responsibilities, duties and authorities, which are reference approved by the Board and provided
reviewed by the Board in order to determine the under the Act, SEBI Listing Regulations, or
appropriateness of purpose for which the committee applicable laws and regulations, on a regular basis.
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Company Overview Statutory Reports: CGR Financial Statements
b. Composition
Name of member Position Category
Sutapa Banerjee
Kaushik Dutta
Namita Gupta
Sanjeev Bikhchandani
Present Absent
• t o determine Company’s policy on remuneration payable to directors and compensation payable to key
managerial personnel and senior management personnel of the Company and to recommend their
remuneration to Board;
• t o oversee the evaluation process of performance of the Board, its committees, chairman and individual
directors;
• t o identify, screen and review the individuals qualified to serve as directors, key managerial personnel and
senior management personnel;
• t o perform such other activities as per terms of reference approved by the Board and provided under the Act,
SEBI Listing Regulations, or applicable laws and regulations, on a regular basis.
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Company Overview Statutory Reports: CGR Financial Statements
b. Composition
Name of member Position Category
Namita Gupta Chairperson Independent Director
Kaushik Dutta Member Independent Director
Sanjeev Bikhchandani Member Nominee Director
Namita Gupta
Kaushik Dutta
Sanjeev Bikhchandani
Present Absent
d. Performance evaluation
In terms of the requirements of the Act and SEBI Listing Regulations, performance evaluation
of independent directors was carried out during the year under review based on the criteria
determined by the NRC under the Policy for evaluation of the performance of the Board of Directors
available on the Company’s website and which can be accessed at https://b.zmtcdn.com/data/file_
assets/54bdfdf0cf687a466c8a3f91b68921a61625994002.pdf.
The Company engaged Nasdaq Governance Solutions, a global leader in Board Evaluations for review of the
performance of the chairman, other non-independent directors, Board and committees by the directors for
the financial year 2023-24. The process involved a questionnaire-based approach followed by independent
one-on-one discussions with non-executive directors by the Nasdaq.
This comprehensive review delved into the nuanced dynamics of the Board, scrutinising aspects such as Board
composition, strategic participation, quality of disclourse, leadership efficacy, and overall organisational vitality.
The outcome of the overall evaluation was shared by Nasdaq to the Chair of NRC and further the same was
shared with the NRC and the Board of the Company.
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Company Overview Statutory Reports: CGR Financial Statements
b. Composition
Name of member Position Category
February 7, 2024
Sanjeev Bikhchandani
Namita Gupta
Deepinder Goyal
Present
d. The details of shareholders’ complaints, during the financial year ended on March 31, 2024 are
as under:
Pending at the beginning of the financial year 1
Number of shareholders’ complaints received during the financial year 490*
Number of complaints not solved to the satisfaction of shareholders NIL
Number of pending complaints NIL
*407 out of 490, were requests received for a hard copy of annual report from the members of the Company.
• t o ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
• t o monitor and oversee implementation of the risk management policy, including evaluation of the adequacy
of risk management systems;
• t o perform such other activities as per terms of reference approved by the Board and provided under the
Act, SEBI Listing Regulations, or applicable laws and regulations, on a regular basis.
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Company Overview Statutory Reports: CGR Financial Statements
b. Composition
Name of member Position Category
Deepinder Goyal
Kaushik Dutta
Namita Gupta
Present Absent
b. Composition
Name of member Position Category
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Company Overview Statutory Reports: CGR Financial Statements
Deepinder Goyal
Namita Gupta
Present
a. Terms of reference
• t o review investment portfolio and to assess the performance of group’s investments in context of business
and operational performance as well as changing market environment; and
• to review and approve the amendment in investment policy.
b. Composition
Name of member Position Category
a. Composition
The composition of the IPO Committee till the date of dissolution is given below:
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Company Overview Statutory Reports: CGR Financial Statements
VIII. Particulars of senior management including the changes therein since the close
of the previous financial year
a. Senior management as on March 31, 2024:
Name of employee Designation
Albinder Singh Dhindsa Founder & CEO - Blinkit
Akshant Goyal Chief Financial Officer
Akriti Chopra Co - Founder and Chief People Officer
Rakesh Ranjan CEO - Food Ordering and Delivery Business
Rishi Arora CEO - Hyperpure
Rinshul Chandra COO - Food Ordering and Delivery Business
Damini Bhalla General Counsel
Sandhya Sethia Company Secretary
Hemal Jain Head - Business Finance
Kunal Swarup Head - Corporate Development
Deepak Ahluwalia Head - Governance, risk, compliance, internal audit
Ali Kausar Siddiqui Finance Controller
Anjalli Ravi Kumar Chief Sustainability Officer
b. Changes in the senior management during the financial year ended March 31, 2024:
Sr. Name of employee Designation Effective date
No.
1. Albinder Singh Dhindsa Founder & CEO - Blinkit May 19, 2023
2. Rakesh Ranjan CEO - Food Ordering and Delivery Business June 1, 2023
3. Rishi Arora CEO - Hyperpure June 1, 2023
4. Rinshul Chandra COO - Food Ordering and Delivery Business June 1, 2023
5. Hemal Jain Head - Business Finance May 19, 2023
6. Kunal Swarup Head - Corporate Development May 19, 2023
7. Deepak Ahluwalia Head – Governance, risk, compliance, internal audit May 19, 2023
8. Ali Kausar Siddiqui Finance Controller May 19, 2023
Further, during the year under review, due to change in the role Daminee Sawhney VP, Operations – People
Team has ceased to be the senior management personnel and Surobhi Das, VP, Category Management has
ceased to be associated with the Company.
4. Remuneration to directors
i. All pecuniary relationship or transactions of the non-executive directors vis-à-vis the
Company:
During the year under review, apart from payment of annual remuneration, sitting fees and reimbursement of
expenses, there were no pecuniary relationships or transactions with non-executive independent directors
of the Company except with Sutapa Banerjee.
Further during the year under review, Sutapa Banerjee provided training to certain employees of Zomato
Limited. Company paid INR 4.5 Lakhs in addition to annual remuneration and sitting fees paid to her for the
FY 2023-24.
Also, Company has not paid any amount as remuneration and sitting fees to non-executive nominee director
of the Company.
During the financial year under review, the annual remuneration payable to a single non-executive director
did not exceed fifty per cent of the total annual remuneration payable to all the non-executive directors of
the Company.
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Sr. Subject matter of No. of votes Votes cast in favour Votes cast against
No. the resolution polled No. of votes % No. of votes %
1. Approval for formulation, adoption and 6,72,64,30,453 5,07,72,40,418 75.482 1,64,91,90,035 24.518
implementation of Zomato Employee
Stock Option Plan 2024 for grant of
employee stock options to the employees
of the Company under this plan
2. Approval for formulation, adoption and 6,72,64,29,367 5,07,72,31,646 75.482 1,64,91,97,721 24.518
implementation of Zomato Employee Stock
Option Plan 2024 for grant of employee stock
options to the employees of subsidiaries of
the Company under this plan
iii. Person who conducted the postal ballot The Notice of the Postal Ballot containing the
exercise draft resolutions and explanatory statement,
Nitish Latwal (COP no.: 16276), Partner, M/s. PI & were e-mailed on Thursday, May 30, 2024, to the
members whose names appeared on the Register
Associates, Company Secretaries was appointed as
of members/ Register of beneficial owners as on
scrutinizer for conducting the e-voting process for
Friday, May 24, 2024 and were sent only in electronic
the special resolutions passed through postal ballot
mode to those members whose e-mail addresses
on June 29, 2024.
were registered.
iv. Details of special resolution proposed to 6. Means of communication
be conducted through postal ballot i. The financial results, shareholders’ letter and any
None of the businesses proposed to be transacted at official releases are posted on the Company’s website
the ensuing annual general meeting requires passing at www.zomato.com.
of a special resolution through postal ballot.
ii. Quarterly results are generally published in
v. Procedure for Postal Ballot Financial Express (English newspaper) circulating
The Postal Ballot was carried out as per the provisions substantially in the whole of India and in Jansatta
of Sections 108 and 110 and other applicable (vernacular (Hindi) newspaper) in Delhi.
provisions of the Act, read with the Rules framed
thereunder and General Circular No. 14/2020 dated iii. The Company conducts earnings conference
April 8, 2020 read with General Circular No. 17/2020 calls to discuss financial results on quarterly basis.
dated April 13, 2020, General Circular No. 22/2020 During the financial year under review, the Company
dated June 15, 2020, General Circular No. 33/2020 conducted 4 (four) earnings conference calls to
dated September 28, 2020, General Circular No. discuss the quarterly/ annual financial results.
39/2020 dated December 31, 2020, General Circular The audio recording and transcript of the calls
No. 10/2021 dated June 23, 2021, General Circular No. are disseminated on the website of the Company.
20/2021 dated December 8, 2021, General Circular The Company conducted its AGM for financial year
No. 3/2022 dated May 5, 2022, General Circular No. 2022-23 through video conferencing. The transcript of
11/2022 dated December 28, 2022 and General the proceedings of AGM was uploaded on Company’s
Circular No. 9/2023 dated September 25, 2023 issued website at www.zomato.com.
by the Ministry of Corporate Affairs.
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Company Overview Statutory Reports: CGR Financial Statements
iv. The Company’s website contains a separate dedicated section “Investor Relations”. The Investor
Relations section contains a comprehensive database of information including the financial results and
annual report of the Company for the investors, in a reader friendly manner. The information about the
Company in terms of Regulation 46 of the SEBI Listing Regulations is provided in a separate section on the
Company’s website and can be accessed at https://www.zomato.com/investor-relations/resources and
the same is updated regularly.
ISIN INE758T01015
CIN L93030DL2010PLC198141
Listing Fees Annual listing fees for the year 2023-24 (as applicable) have been paid by the
Company to the Stock Exchanges within the prescribed timelines.
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Company Overview Statutory Reports: CGR Financial Statements
ii. Market price data and performance in comparison to broad based indices such as BSE
Sensex and Nifty 50 are given below:
Zomato Share price on BSE
Month-Year High Low Close BSE Sensex
Apr-23 66.00 50.95 64.75 61,112.44
May-23 70.00 60.35 68.53 62,622.24
Jun-23 80.30 67.61 75.07 64,718.56
Jul-23 87.27 73.05 84.07 66,527.67
Aug-23 102.85 80.99 97.64 64,831.41
Sep-23 105.00 96.47 101.52 65,828.41
Oct-23 115.00 100.00 105.15 63,874.93
Nov-23 126.10 103.25 118.75 66,988.44
Dec-23 131.75 114.25 123.70 72,240.26
Jan-24 142.00 121.70 139.50 71,752.11
Feb-24 168.80 138.05 165.50 72,500.30
Mar-24 188.95 144.30 182.35 73,651.35
(1) High and Low data based on the maximum and minimum share price in the corresponding month; Close data based on the closing
price of the last trading day of the corresponding month.
(2) BSE Sensex data based on the closing price of the last trading day of the corresponding month.
200.00 78,000.00
180.00 76,000.00
160.00 74,000.00
140.00 72,000.00
120.00 70,000.00
100.00 68,000.00
80.00 66,000.00
60.00 64,000.00
40.00 62,000.00
20.00 60,000.00
28-Apr-23 31-May-23 30-Jun-23 31-Jul-23 31-Aug-23 29-Sep-23 31-Oct-23 30-Nov-23 29-Dec-23 31-Jan-24 29-Feb-24 28-Mar-24
Note: Above chart is based on the closing price of Zomato and BSE Sensex as at the last trading day of the corresponding month.
Source: BSE website
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Company Overview Statutory Reports: CGR Financial Statements
(1) High and Low data based on the maximum and minimum share price in the corresponding month; Close data based on the closing
price of the last trading day of the corresponding month.
(2) Nifty 50 data based on the closing price of the last trading day of the corresponding month.
200.00 24,000.00
180.00
23,000.00
160.00
22,000.00
140.00
120.00 21,000.00
100.00 20,000.00
80.00
19,000.00
60.00
18,000.00
40.00
20.00 17,000.00
28-Apr-23 31-May-23 30-Jun-23 31-Jul-23 31-Aug-23 29-Sep-23 31-Oct-23 30-Nov-23 29-Dec-23 31-Jan-24 29-Feb-24 28-Mar-24
Note: Above chart is based on the closing price of Zomato and Nifty 50 as at the last trading day of the corresponding month.
Source: NSE website
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Company Overview Statutory Reports: CGR Financial Statements
iii. Registrar to issue and share transfer agent iv. Share transfer system
Link Intime India Private Limited (“RTA”) As on March 31, 2024, 100% of equity shares of the
Company are held in dematerialised (demat) form.
Address: Noble Heights, 1st Floor, Plot NH 2, C-1
Transfer of these shares can only be done through
Block LSC, Near Savitri Market, depository participant. Transmission and Transposition
Janakpuri, New Delhi – 110058 of shares held in physical or demat form will be effected
only in demat form. The shareholders are though not
Phone: +91 11 49411000
barred from holding shares in physical form.
Email: delhi@linkintime.co.in
Website: https://linkintime.co.in/ Further, the shareholders holding shares in demat
form are requested to register their email address,
Contact Person: Vishal Dixit
bank account details and mobile number with their
SEBI Registration Number: INR000004058 depository participants.
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Company Overview Statutory Reports: CGR Financial Statements
vii. Dematerialisation of shares and liquidity statutory authorities relating to the capital markets,
As on March 31, 2024, 8,81,97,83,744 equity shares since the date of listing till financial year ended on
forming 100% of the Company’s paid-up capital are March 31, 2024.
held in the dematerialised form with National Securities
Depository Ltd. (“NSDL”) and Central Depository ii. Whistle Blower Policy and Vigil Mechanism
Services (India) Ltd. (“CDSL”). The equity shares are The Company has formulated a Vigil Mechanism and
frequently traded on BSE and NSE. Whistle-Blower Policy (“Policy”) in accordance with
provisions of the Act and Regulation 22 of SEBI Listing
viii. Outstanding American Depository Receipts
Regulations. This Policy aims to provide a platform
(ADRs) / Global Depository Receipts (GDRs)/ and mechanism for employees, directors and other
Warrants or any Convertible Instruments, stakeholders to report unethical behavior, fraud or
conversion date and likely impact on equity violations of the company’s code of conduct, ethics
The Company does not have any outstanding ADRs/ and principles without fear of retaliation. It also
GDRs/Warrants. Details to the extent of outstanding ensures direct access to the Chairperson of the Audit
employee stock options convertible into equity shares Committee.
have been disclosed in the disclosure for ESOPs.
The Company affirms that, in compliance with the
ix. Plant locations
Policy, no personnel have been denied access to the
The Company is in the business of providing an online
Audit Committee Chairperson.
platform and not in the business of manufacturing,
hence there are no plant locations which can be listed Further, the Policy has been posted on the
here.
website of the Company and can be accessed
x. Address for correspondence at https://b.zmtcdn.com/investor-relations/
Registered Office: Ground Floor, 12A, 94 d0ee8ccbb36c72f7abd0380cea49c933_1716475054.
Meghdoot, Nehru Place, New Delhi 110019, India pdf.
Tel: +91 11 40592373
Corporate Office: Pioneer Square, Tower 1 - Ground iii. Compliance with mandatory requirements
to 6th Floor Near Golf Course Extension, Sector 62, of the SEBI Listing Regulations & adoption
Gurugram, Haryana 122098, India, of non-mandatory requirements of the SEBI
Tel: +91 124 426 8565
Listing Regulations
Contact Person: Sandhya Sethia
Designation: Company Secretary and Compliance a. M andatory requirements: The Company is
Officer in compliance with all mandatory corporate
E-mail: companysecretary@zomato.com governance requirements as provided under
Website: www.zomato.com SEBI Listing Regulations.
b. N
on-mandatory requirements: In addition, the
xi. Credit rating Company also strives to adhere and comply with
During the financial year under review, the Company
the following discretionary requirements specified
did not have any outstanding debt, hence no credit
under Regulation 27(1) and Part E of the Schedule II
rating has been obtained.
of SEBI Listing Regulations, to the extent applicable:
8. Other disclosures (i) T
he Board: The Company has appointed a non-
i. Compliances by the Company executive independent director as Chairman of
The Company has complied with the requirements the Board.
of Stock Exchanges, SEBI and other statutory
authorities on all matters related to capital markets (ii) Modified opinion(s) in Audit Report: The
and no penalties or strictures have been imposed on Company’s financial results have unmodified
the Company by the Stock Exchanges or SEBI or other audit opinions.
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Company Overview Statutory Reports: CGR Financial Statements
(iii) Separate posts of the Chairperson and the vii. Disclosure of commodity price risks
Managing Director or the Chief Executive or foreign exchange risks and commodity
officer: The Company has appointed
hedging activities
separate individuals as the Chairman of
During the financial year under review, the Company
the Board, and Managing Director & Chief
has no commodity price risk. The details of foreign
Executive Officer of the Company, who are
exchange risk of the Company are disclosed in Note
not related as per the definition of the term
No. 33 to the Standalone Financial Statements
‘relative’ as provided under the Act.
forming part of this Annual Report.
(iv) Reporting of internal auditor: Internal
auditors of the Company make quarterly
viii. Details of utilisation of funds raised
presentations to the Audit Committee on through preferential allotment or qualified
their reports. institutions placement as specified under
Regulation 32 (7A) of SEBI Listing Regulations
iv. Web link where policy for determining During the financial year under review, the Company
material subsidiaries is disclosed has not raised any funds through preferential
Policy on determining material subsidiaries is allotment or qualified institutions placement.
displayed on the Company’s website and can be
accessed at https://b.zmtcdn.com/data/file_assets/ ix. Recommendation of committees
ec19b7ddc0a73f3ccdc47333818033ba1625837735.pdf. All the recommendations of the committees are
accepted by the Board.
v. Disclosure of accounting treatment
The standalone and consolidated financial x. Total fees for all services paid by the listed
statements have been prepared in accordance with entity and its subsidiaries, on a consolidated
Indian Accounting Standard (Ind AS) prescribed under basis, to the statutory auditor and all entities
Section 133 of the Act. in the network firm/network entity of which
the statutory auditor is a part
vi. Disclosures with respect to demat suspense
The total fees for all services paid/ payable by the
account/ unclaimed suspense account Company and its subsidiaries, on a consolidated basis,
a. a
ggregate number of shareholders and the to M/s Deloitte Haskins & Sells, Chartered Accountants,
outstanding shares in the suspense account lying Statutory Auditor and all entities in the network firm/
at the beginning of the year: NIL network entity of which the statutory auditor is a part,
for the financial year under review is INR 2 Crore.
b. n
umber of shareholders who approached listed
entity for transfer of shares from suspense xi. Disclosures in relation to the Sexual
account during the year: NIL Harassment of Women at Workplace
c. n
umber of shareholders to whom shares were
(Prevention, Prohibition and Redressal) Act,
transferred from suspense account during the 2013
year: NIL Disclosure w.r.t. Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
d. a
ggregate number of shareholders and the Act, 2013 forms part of the Board report.
outstanding shares in the suspense account lying
at the end of the year: NIL xii. Particulars of Loans, Guarantees and
Securities
e. t hat the voting rights on these shares shall remain During the financial year under review, the Company
frozen till the rightful owner of such shares claims and its subsidiaries have neither advanced any loans
the shares: N.A. nor given any guarantees and / or provided any
securities, whether directly or indirectly to firms/
companies in which directors are interested.
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Company Overview Statutory Reports: CGR Financial Statements
Further, DHS was appointed as statutory auditor of ZHPL & BCPL by the board of
directors in the respective board meetings held on May 27, 2024, to fill the causal
vacancy.
Thereafter, ZHPL & BCPL in their annual general meetings held on July 29, 2024,
approved appointment of DHS as statutory auditor of ZHPL & BCPL for a term of five
consecutive years, commencing from the conclusion of 9th annual general meeting
until the conclusion of the 14th annual general meeting of respective companies.
xiv. Compliance certificate for Corporate xv. Chief Executive Officer and Chief
Governance Financial Officer Certification
The Company has obtained a certificate affirming Deepinder Goyal, Managing Director & Chief Executive
the compliances of conditions of corporate Officer and Akshant Goyal, Chief Financial Officer of
governance from M/s. Deloitte Haskins & Sells, the Company have certified compliance of Regulation
Chartered Accountants, (FRN 015125N), Statutory 17(8) of the SEBI Listing Regulations for the financial
Auditor of the Company and the same is annexed as year ended March 31, 2024. The certificate issued
Annexure – VI. by them to the Board in this regard is annexed as
Annexure – VII to this report.
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Company Overview Statutory Reports: CGR Financial Statements
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Company Overview Statutory Reports: CGR Financial Statements
ANNEXURE - V
To,
The Members
Zomato Limited
Ground Floor 12A,
94 Meghdoot, Nehru Place,
New Delhi DL 110019 IN
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of Zomato Limited and having CIN: L93030DL2010PLC198141 and having Registered office at Ground Floor
12A, 94 Meghdoot, Nehru Place, New Delhi DL 110019 IN (hereinafter referred to as ‘the Company’), produced
before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read
with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to us by the Company & its officers, we hereby certify that as on Financial Year ended on March 31,
2024 none of the Directors on the Board of the Company as stated below have been debarred or disqualified
from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such other Statutory Authority:
149
Company Overview Statutory Reports: CGR Financial Statements
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of
the management of the Company. Our responsibility is to express an opinion on these based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Sd/-
Dr. S Chandrasekaran
Senior Partner
Membership No. F1644
Certificate of Practice No. 715
UDIN: F001644F000644143
Date: 01.07.2024
Place: Delhi
150
Company Overview Statutory Reports: CGR Financial Statements
ANNEXURE – VI
151
Company Overview Statutory Reports: CGR Financial Statements
ANNEXURE – VII
To,
Board of directors
Zomato Limited (“Company”)
Ground Floor 12A, 94 Meghdoot,
Nehru Place, New Delhi - 110019
Sub: Compliance Certificate by Chief Executive Officer & Chief Financial Officer under Regulation 17(8)
read with schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
We, Deepinder Goyal, Managing Director & Chief Executive Officer and Akshant Goyal, Chief Financial Officer
of the Company hereby certify to the board of directors of the Company pursuant to Regulation 17(8) read with
schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the effect that:
A. We have reviewed financial statements (standalone and consolidated) and the cash flow statement (herein
after called as “Statements”) for the financial year ended March 31, 2024, and to the best of our knowledge
and belief:
(1) these Statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
(2) these Statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting
and have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify
these deficiencies.
D. We have indicated to the auditors and the audit committee that:
(1) there have been no significant changes in internal control over financial reporting during the financial
year 2023-24;
(2) there have been no significant changes in accounting policies during the financial year 2023-24
and accordingly, no disclosures in the notes to the financial statements are required to be made.
and that the same have been disclosed in the notes to the financial statements; and
(3) there are no instances of significant fraud of which we have become aware and the involvement therein,
of the management or an employee having a significant role in the Company’s internal control system
over financial reporting.
Sd/- Sd/-
Deepinder Goyal Akshant Goyal
Managing Director & Chief Executive Officer Chief Financial Officer
Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024
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Company Overview Statutory Reports: CGR Financial Statements
ANNEXURE - VIII
To,
Board of directors
Zomato Limited (“Company”)
Ground Floor 12A, 94 Meghdoot,
Nehru Place, New Delhi - 110019
Sub: Declaration confirming compliance with the Code of Conduct applicable to the members of the board
of directors and senior management personnel of the Company in accordance with the provision of Part D
of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
I, Deepinder Goyal, Managing Director & Chief Executive Officer of the Company, hereby declare that the
members of the board of directors and senior management personnel of the Company have affirmed the
compliance with the code of conduct for directors and senior management of the Company for the financial
year 2023-24.
Sd/-
Deepinder Goyal
Managing Director & Chief Executive Officer
Date: May 13, 2024
153
Company Overview Statutory Reports Financial Statements: Consolidated
154
Company Overview Statutory Reports Financial Statements: Consolidated
155
Company Overview Statutory Reports Financial Statements: Consolidated
Information Other than the Financial • In connection with our audit of the consolidated
Statements and Auditor’s Report financial statements, our responsibility is to
read the other information identified above
Thereon
when it becomes available, compare with the
• The Parent’s Board of Directors is responsible financial statements of the subsidiaries and
for the other information. The other information the trust audited by the other auditors, to the
comprises the information included in the Board’s extent it relates to these entities and, in doing so,
report, but does not include the consolidated place reliance on the work of the other auditors
financial statements, standalone financial and consider whether the other information is
statements and our auditor’s report thereon. The materially inconsistent with the consolidated
Board report is expected to be made available to financial statements or our knowledge obtained
us after the date of this auditor’s report. during the course of our audit or otherwise
appears to be materially misstated.
• Our opinion on the consolidated financial
statements does not cover the other information Other information so far as it relates to the
and we will not express any form of assurance subsidiaries and the trust, is traced from their
conclusion thereon. financial statements audited by other auditors.
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Company Overview Statutory Reports Financial Statements: Consolidated
• When we read the Board report, if we conclude to liquidate their respective entities or to cease
that there is a material misstatement therein, we operations, or has no realistic alternative but to do so.
are required to communicate the matter to those
The respective Board of Directors of the companies
charged with governance as required under SA included in the Group and of its associate are also
720 ‘The Auditor’s responsibilities Relating to responsible for overseeing the financial reporting
Other Information’. process of the Group and of its associate.
Responsibilities of Management and Auditor’s Responsibility for the Audit of
Those Charged with Governance for the the Consolidated Financial Statements
Consolidated Financial Statements Our objectives are to obtain reasonable assurance
The Parent’s Board of Directors is responsible for about whether the consolidated financial statements
the matters stated in section 134(5) of the Act with as a whole are free from material misstatement,
respect to the preparation of these consolidated whether due to fraud or error and to issue an
financial statements that give a true and fair view auditor’s report that includes our opinion. Reasonable
of the consolidated financial position, consolidated assurance is a high level of assurance, but is not a
financial performance including other comprehensive guarantee that an audit conducted in accordance
income, consolidated cash flows and consolidated with SAs will always detect a material misstatement
changes in equity of the Group including its Associate when it exists. Misstatements can arise from fraud or
in accordance with the accounting principles error and are considered material if, individually or in
generally accepted in India, including Ind AS specified the aggregate, they could reasonably be expected to
under section 133 of the Act. The respective Board influence the economic decisions of users taken on
of Directors of the companies included in the Group the basis of these consolidated financial statements.
and of its associate are responsible for maintenance
As part of an audit in accordance with SAs, we exercise
of adequate accounting records in accordance with
professional judgment and maintain professional
the provisions of the Act for safeguarding the assets
skepticism throughout the audit. We also:
of the Group and its associate for preventing and
detecting frauds and other irregularities; selection •
I dentify and assess the risks of material
and application of appropriate accounting policies; misstatement of the consolidated financial
making judgments and estimates that are reasonable statements, whether due to fraud or error, design
and prudent; and design, implementation and and perform audit procedures responsive to those
maintenance of adequate internal financial controls, risks and obtain audit evidence that is sufficient
that were operating effectively for ensuring the and appropriate to provide a basis for our opinion.
accuracy and completeness of the accounting The risk of not detecting a material misstatement
records, relevant to the preparation and presentation resulting from fraud is higher than for one resulting
of the financial statements that give a true and fair from error, as fraud may involve collusion, forgery,
view and are free from material misstatement, intentional omissions, misrepresentations, or the
whether due to fraud or error, which have been used override of internal control.
for the purpose of preparation of the consolidated • Obtain an understanding of internal financial
financial statements by the Directors of the Parent, controls relevant to the audit in order to design
as aforesaid. audit procedures that are appropriate in the
In preparing the consolidated financial statements, circumstances. Under section 143(3)(i) of the Act,
the respective Board of Directors of the companies we are also responsible for expressing our opinion
included in the Group and of its associate are on whether the Parent has adequate internal
responsible for assessing the ability of the respective financial controls with reference to consolidated
entities to continue as a going concern, disclosing, financial statements in place and the operating
effectiveness of such controls.
as applicable, matters related to going concern and
using the going concern basis of accounting unless •
Evaluate the appropriateness of accounting
the respective Board of Directors either intend policies used and the reasonableness of accounting
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Company Overview Statutory Reports Financial Statements: Consolidated
estimates and related disclosures made by the evaluate the effect of any identified misstatements
management. in the consolidated financial statements.
• Conclude on the appropriateness of management’s We communicate with those charged with governance
use of the going concern basis of accounting and, of the Parent and such other entities included in
based on the audit evidence obtained, whether the consolidated financial statements of which we
a material uncertainty exists related to events are the independent auditors regarding, among
or conditions that may cast significant doubt other matters, the planned scope and timing of the
on the ability of the Group and its associate to audit and significant audit findings, including any
continue as a going concern. If we conclude that significant deficiencies in internal financial controls
a material uncertainty exists, we are required that we identify during our audit.
to draw attention in our auditor’s report to the We also provide those charged with governance with
related disclosures in the consolidated financial a statement that we have complied with relevant
statements or, if such disclosures are inadequate, ethical requirements regarding independence and to
to modify our opinion. Our conclusions are based communicate with them all relationships and other
on the audit evidence obtained up to the date of matters that may reasonably be thought to bear on
our auditor’s report. However, future events or our independence and where applicable, related
conditions may cause the Group and its associate safeguards.
to cease to continue as a going concern.
From the matters communicated with those charged
• Evaluate the overall presentation, structure and with governance, we determine those matters
content of the consolidated financial statements, that were of most significance in the audit of the
including the disclosures and whether the consolidated financial statements of the current year
consolidated financial statements represent the and are therefore the key audit matters. We describe
underlying transactions and events in a manner these matters in our auditor’s report unless law or
that achieves fair presentation. regulation precludes public disclosure about the
• Obtain sufficient appropriate audit evidence matter or when, in extremely rare circumstances, we
regarding the financial information of the, entities determine that a matter should not be communicated
within the Group and its associate to express an in our report because the adverse consequences of
opinion on the consolidated financial statements. doing so would reasonably be expected to outweigh
We are responsible for the direction, supervision the public interest benefits of such communication.
and performance of the audit of the financial Other Matters
statements of such entities included in the
(a) We did not audit the financial statements of certain
consolidated financial statements of which we are
subsidiaries and trust, whose financial statements
the independent auditors. For the other entities
reflect total assets of INR 2,902 crores as at March
included in the consolidated financial statements,
31, 2024, total revenues of INR 5,527 crores and
which have been audited by other auditors, such
net cash inflows amounting to INR 42 crores for
other auditors remain responsible for the direction,
the year ended on that date, as considered in
supervision and performance of the audits carried
the consolidated financial statements. These
out by them. We remain solely responsible for our
financial statements have been audited by other
audit opinion.
auditors whose reports have been furnished to
Materiality is the magnitude of misstatements in the us by the Management and our opinion on the
consolidated financial statements that, individually consolidated financial statements, in so far as it
or in aggregate, makes it probable that the economic relates to the amounts and disclosures included
decisions of a reasonably knowledgeable user of the in respect of these subsidiaries and trust and our
consolidated financial statements may be influenced. report in terms of subsection (3) of Section 143
We consider quantitative materiality and qualitative of the Act, in so far as it relates to the aforesaid
factors in (i) planning the scope of our audit work subsidiaries and trust is based solely on the
and in evaluating the results of our work; and (ii) to reports of the other auditors.
158
Company Overview Statutory Reports Financial Statements: Consolidated
(b) We did not audit the financial information of c) The Consolidated Balance Sheet, the Consolidated
certain subsidiaries whose financial information Statement of Profit and Loss including Other
reflect total assets of INR 92 crores as at Comprehensive Income, the Consolidated
March 31, 2024, total revenues of INR 14 crores Statement of Cash Flows and the Consolidated
and net cash outflows amounting to INR 9 crores Statement of Changes in Equity dealt with by
for the year ended on that date, as considered this Report are in agreement with the relevant
in the consolidated financial statements. The books of account maintained for the purpose
consolidated financial statements also include of preparation of the consolidated financial
the Group’s share of net profit/loss of INR Nil for statements.
the year ended March 31, 2024, as considered in
d) In our opinion, the aforesaid consolidated financial
the consolidated financial statements, in respect
statements comply with the Ind AS specified
of one associate, whose financial information have
under Section 133 of the Act.
not been audited by us. These financial information
are unaudited and have been furnished to us by the e) On the basis of the written representations
Management and our opinion on the consolidated received from the directors of the Parent as on
financial statements, in so far as it relates to the March 31, 2024, taken on record by the Board
amounts and disclosures included in respect of of Directors of the Company and the reports of
these subsidiaries and associate, is based solely on the statutory auditors of subsidiary companies
such unaudited financial information. In our opinion incorporated in India, audited by other auditors
and according to the information and explanations referred to in the above Other Matters section
given to us by the Management, these financial none of the directors of the Group companies,
information are not material to the Group. incorporated in India is disqualified as on
Our opinion on the consolidated financial statements March 31, 2024, from being appointed as a director
above and our report on Other Legal and Regulatory in terms of Section 164 (2) of the Act.
Requirements below, is not modified in respect of the f) With respect to the adequacy of the internal
above matters with respect to our reliance on the work financial controls with reference to consolidated
done and the reports of the other auditors and the financial statements and the operating
financial information certified by the Management. effectiveness of such controls, refer to our
separate Report in “Annexure A” which is based
Report on Other Legal and Regulatory
on the auditor’s reports of the Parent and nine
Requirements subsidiary companies. Our report expresses an
1. As required by Section 143(3) of the Act, based on unmodified opinion on the adequacy and operating
our audit and on the consideration of the reports effectiveness of internal financial controls with
of the other auditors on the separate financial reference to consolidated financial statements of
statements of, subsidiaries, referred to in the those companies.
Other Matters section above we report, that:
g) With respect to the other matters to be included
a) We have sought and obtained all the information in the Auditor’s Report in accordance with the
and explanations which to the best of our requirements of section 197(16) of the Act, as
knowledge and belief were necessary for the amended,
purposes of our audit of the aforesaid consolidated
financial statements. In our opinion and to the best of our information and
according to the explanations given to us and based
b) In our opinion, except for not complying with on the auditor’s reports of subsidiary companies
requirement of audit trail, as stated in paragraph incorporated in India, the remuneration paid by
(i)(vi) below, proper books of account as required the Parent and such subsidiaries companies, to
by law maintained by the Group and its associate its directors during the year is in accordance with
including relevant records relating to preparation the provisions of section 197 of the Act.
of the aforesaid consolidated financial statements
have been kept so far as it appears from our h) The Modification relating to complying with
examination of those books and the reports of the the requirements of audit trial is as stated in
other auditors. paragraph (b) above.
159
Company Overview Statutory Reports Financial Statements: Consolidated
i) With respect to the other matters to be included been received by the Parent company or
in the Auditor’s Report in accordance with Rule any of such subsidiaries from any persons
11 of the Companies (Audit and Auditors) Rules, or entities, including foreign entities
2014, as amended in our opinion and to the best of (“Funding Parties”), with the understanding,
our information and according to the explanations whether recorded in writing or otherwise,
given to us: that the Parent or any of such subsidiaries
shall, directly or indirectly, lend or invest in
i. The consolidated financial statements other persons or entities identified in any
disclose the impact of pending litigations manner whatsoever by or on behalf of the
on the consolidated financial position of the Funding Party (“Ultimate Beneficiaries”) or
Group and its associate. provide any guarantee, security or the like
ii. The Group and its associate did not have any on behalf of the Ultimate Beneficiaries.
material foreseeable losses on long-term (c) Based on the audit procedures performed
contracts including derivative contracts. that have been considered reasonable
iii. There were no amounts which were required and appropriate in the circumstances
to be transferred to the Investor Education performed by us and those performed by
and Protection Fund by the Parent and its the auditors of the subsidiaries which are
subsidiary companies incorporated in India. companies incorporated in India whose
financial statements have been audited
iv. (a) T he respective Managements of the under the Act, nothing has come to our or
Parent and its subsidiaries which are other auditors notice that has caused us
companies incorporated in India, whose or the other auditors to believe that the
financial statements have been audited representations under sub-clause (i) and
under the Act, have represented to us and (ii) of Rule 11(e), as provided under (a) and (b)
to the other auditors of such subsidiaries above, contain any material misstatement.
respectively that, to the best of their
v. The Parent and its subsidiaries which are
knowledge and belief as disclosed in the
companies incorporated in India, whose
notes to accounts, no funds have been financial statements have been audited under
advanced or loaned or invested (either the Act, have not declared or paid any dividend
from borrowed funds or share premium during the year and have not proposed final
or any other sources or kind of funds) by dividend for the year.
the Parent or any of such subsidiaries to or
in any other persons or entities, including vi. Based on our examination which included test
foreign entities (“Intermediaries”), with checks and based on the other auditor’s reports
the understanding, whether recorded in of its subsidiary companies incorporated in
writing or otherwise, that the Intermediary India whose financial statements have been
shall, directly or indirectly lend or invest audited under the Act, except for the instances
mentioned below, the Parent Company and
in other persons or entities identified in
its subsidiary companies, incorporated in
any manner whatsoever by or on behalf
India have used accounting software for
of the Parent company or any of such
maintaining their respective books of account
subsidiaries (“Ultimate Beneficiaries”) or
for the year ended March 31, 2024, which have
provide any guarantee, security or the like
a feature of recording audit trail (edit log)
on behalf of the Ultimate Beneficiaries. facility and the same has operated throughout
(b) The respective Managements of the Parent the year for all relevant transactions recorded
and its subsidiaries which are companies in the software except:
incorporated in India, whose financial In respect of Parent Company:
statements have been audited under the
Act, have represented to us and to the other (a) For certain accounting software, audit trail
auditors of such subsidiaries respectively was not enabled at the database level to log
that, to the best of their knowledge any direct data changes,
and belief, as disclosed in the note to (b) For an accounting software, for maintenance
accounts , no funds (which are material of payroll records, operated by third party
either individually or in aggregate) have software service provider, in the absence
160
Company Overview Statutory Reports Financial Statements: Consolidated
161
Company Overview Statutory Reports Financial Statements: Consolidated
Report on the Internal Financial Controls and its subsidiary companies, which are companies
with reference to consolidated financial incorporated in India, based on our audit. We
conducted our audit in accordance with the Guidance
statements under Clause (i) of Sub-
Note on Audit of Internal Financial Controls Over
section 3 of Section 143 of the Companies Financial Reporting (the “Guidance Note”) issued by
Act, 2013 (“the Act”) the Institute of Chartered Accountants of India and
In conjunction with our audit of the consolidated the Standards on Auditing, prescribed under Section
Ind AS financial statements of the Company as at 143(10) of the Companies Act, 2013, to the extent
and for the year ended March 31, 2024, we have applicable to an audit of internal financial controls
audited the internal financial controls with reference with reference to consolidated financial statements.
to consolidated financial statements of Zomato Those Standards and the Guidance Note require that
Limited (hereinafter referred to as “Parent”) and its we comply with ethical requirements and plan and
nine subsidiary companies which are companies perform the audit to obtain reasonable assurance
incorporated in India, as of that date. about whether adequate internal financial controls
with reference to consolidated financial statements
Management’s Responsibility for was established and maintained and if such controls
Internal Financial Controls operated effectively in all material respects.
The respective Board of Directors of the Parent, its
Our audit involves performing procedures to
nine subsidiary companies which are companies
obtain audit evidence about the adequacy of
incorporated in India, are responsible for establishing
the internal financial controls with reference to
and maintaining internal financial controls with
consolidated financial statements and their operating
reference to consolidated financial statements based
effectiveness. Our audit of internal financial controls
on, “the internal control with reference to consolidated
with reference to consolidated financial statements
financial statements criteria established by the
included obtaining an understanding of internal
respective Companies considering the essential
financial controls with reference to consolidated
components of internal control stated in the
financial statements, assessing the risk that a
Guidance Note on Audit of Internal Financial Controls
material weakness exists and testing and evaluating
Over Financial Reporting issued by the Institute
the design and operating effectiveness of internal
of Chartered Accountants of India (ICAI)”. These
control based on the assessed risk. The procedures
responsibilities include the design, implementation
selected depend on the auditor’s judgement, including
and maintenance of adequate internal financial
the assessment of the risks of material misstatement
controls that were operating effectively for ensuring
of the financial statements, whether due to fraud
the orderly and efficient conduct of its business,
or error.
including adherence to the respective company’s
policies, the safeguarding of its assets, the prevention We believe that the audit evidence we have obtained
and detection of frauds and errors, the accuracy and and the audit evidence obtained by the other auditors
completeness of the accounting records and the of nine subsidiary companies which are companies
timely preparation of reliable financial information, incorporated in India, in terms of their reports
as required under the Companies Act, 2013. referred to in the Other Matters paragraph below, is
sufficient and appropriate to provide a basis for our
Auditor’s Responsibility audit opinion on the internal financial controls with
Our responsibility is to express an opinion on reference to consolidated financial statement of the
the internal financial controls with reference to Parent and its nine subsidiary companies which are
consolidated financial statements of the Parent companies incorporated in India.
162
Company Overview Statutory Reports Financial Statements: Consolidated
Meaning of Internal Financial Controls are subject to the risk that the internal financial control
with reference to consolidated financial with reference to consolidated financial statements
may become inadequate because of changes in
statements
conditions, or that the degree of compliance with the
A company ’s internal financial control with
policies or procedures may deteriorate.
reference to consolidated financial statements is a
process designed to provide reasonable assurance
Opinion
regarding the reliability of financial reporting and
the preparation of financial statements for external In our opinion to the best of our information and
purposes in accordance with generally accepted according to the explanations given to us and based
accounting principles. A company’s internal financial on the consideration of the reports of the other
control with reference to consolidated financial auditors referred to in the Other Matters paragraph
statements includes those policies and procedures below, the Parent and its nine subsidiary companies
that (1) pertain to the maintenance of records that, which are companies incorporated in India, have, in
in reasonable detail, accurately and fairly reflect all material respects, an adequate internal financial
the transactions and dispositions of the assets of controls with reference to consolidated financial
the company; (2) provide reasonable assurance that statements and such internal financial controls
transactions are recorded as necessary to permit with reference to consolidated financial statements
preparation of financial statements in accordance were operating effectively as at March 31, 2024,
with generally accepted accounting principles and based on the criteria for internal financial control
that receipts and expenditures of the company are with reference to consolidated financial statements
being made only in accordance with authorisations established by the respective companies considering
of management and directors of the company; and (3) the essential components of internal control stated
provide reasonable assurance regarding prevention in the Guidance Note on Audit of Internal Financial
or timely detection of unauthorised acquisition, use Controls Over Financial Reporting issued by the
or disposition of the company’s assets that could Institute of Chartered Accountants of India.
have a material effect on the financial statements.
Other Matters
Inherent Limitations of Internal Our aforesaid report under Section 143(3)(i) of the
Financial Controls with reference to Act on the adequacy and operating effectiveness
consolidated financial statements of the internal financial controls with reference
Because of the inherent limitations of internal financial to consolidated financial statements insofar as
controls with reference to consolidated financial it relates to nine subsidiary companies which are
statements, including the possibility of collusion or companies incorporated in India, is based solely on
improper management override of controls, material the corresponding reports of the auditors of such
misstatements due to error or fraud may occur and companies incorporated in India.
not be detected. Also, projections of any evaluation
of the internal financial controls with reference to Our opinion is not modified in respect of the above
consolidated financial statements to future periods matters.
Sd/-
Vikas Khurana
(Partner)
Place: Gurugram (Membership No. 503760)
Date: May 13, 2024 UDIN: 224503760BKFDGW7976
163
Company Overview Statutory Reports Financial Statements: Consolidated
Particulars Note As at As at
March 31, 2024 March 31, 2023
Assets
Non-current assets
Property, plant and equipment 3 287 209
Capital work-in-progress 3 18 7
Right-of-use asset 35 690 427
Goodwill 4 4,717 4,717
Other intangible assets 4 754 991
Financial assets
Investments 5 10,365 2,280
Other financial assets 11 747 1,894
Tax assets (net) 12 221 116
Other non-current assets 13 99 127
Total non-current assets 17,898 10,768
Current assets
Inventories 14 88 83
Financial assets
Investments 6 1,280 4,485
Trade receivables 7 794 457
Cash and cash equivalents 8 309 218
Bank balances other than cash and cash equivalents 9 422 799
Loans 10 - 0
Other financial assets 11 2,324 4,418
Other current assets 13 241 371
Total current assets 5,458 10,831
Equity
Equity share capital 15 (a) 868 836
Other equity 15 (b) 19,545 18,624
Equity attributable to owners of the Parent 20,413 19,460
Non-controlling interests (7) (7)
Total equity 20,406 19,453
164
Company Overview Statutory Reports Financial Statements: Consolidated
Particulars Note As at As at
March 31, 2024 March 31, 2023
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 16 - 6
Lease liabilities 35 588 351
Other financial liabilities 18 3 5
Provisions 20 88 94
Deferred tax liabilities 38 188 249
Total non-current liabilities 867 705
Current liabilities
Financial liabilities
Borrowings 16 - 35
Lease liabilities 35 161 115
Trade payables 17
a. total outstanding dues of micro enterprises and small
15 9
enterprises
b. total outstanding dues of creditors other than micro
871 670
enterprises and small enterprises
Other financial liabilities 18 644 310
Other current liabilities 19 363 276
Provisions 20 29 26
Total current liabilities 2,083 1,441
Total liabilities 2,950 2,146
The accompanying notes are an integral part of the consolidated financial statements.
165
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars Note For the year ended For the year ended
March 31, 2024 March 31, 2023
Income
Revenue from operations 21 12,114 7,079
Other income 22 847 682
Total income (I) 12,961 7,761
Expenses
Purchases of stock-in-trade 23 2,887 1,438
Changes in inventories of stock-in-trade 24 (5) (43)
Employee benefits expense 25 1,659 1,465
Finance costs 26 72 49
Depreciation and amortisation expenses 27 526 437
Other expenses 28 7,531 5,429
Total expenses (II) 12,670 8,775
166
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars Note For the year ended For the year ended
March 31, 2024 March 31, 2023
Other comprehensive income / (loss) for the year
55 (99)
(XII = X+XI)
Total comprehensive income / (loss) for the year
406 (1,070)
(XIII = IX+ XII)
The accompanying notes are an integral part of the consolidated financial statements.
167
Consolidated Statement of Change in Equity
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Equity shares of INR 1 each issued, subscribed and fully Number (INR crores) Number (INR crores) Number (INR crores)
paid
As at April 01, 2023 8,55,35,09,770 855 18,95,34,357 19 8,36,39,75,413 836
Add : bonus shares issued during the year (pursuant to 3,25,03,548 3 - - 3,25,03,548 3
exercise of employee stock options)
Company Overview
Equity shares of INR 1 each issued, subscribed and fully Number (INR crores) Number (INR crores) Number (INR crores)
paid
As at April 01, 2022 7,87,19,32,776 787 22,89,92,198 23 7,64,29,40,578 764
Add: shares issued during the year (refer note 31(a)) 62,85,30,012 63 - - 62,85,30,012 63
Add : bonus shares issued during the year (pursuant to 1,28,41,983 1 - - 1,28,41,983 1
exercise of employee stock options)
Add: shares issued on exercise of employee stock 4,02,04,999 4 - - 4,02,04,999 4
options
Less: shares issued by ESOP Trust on exercise of - - (3,94,57,841) (4) 3,94,57,841 4
employee stock options
As at March 31, 2023 8,55,35,09,770 855 18,95,34,357 19 8,36,39,75,413 836
168
Financial Statements: Consolidated
Consolidated Statement of Change in Equity (Contd.)
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
B. Other equity
For the year ended March 31, 2024 (INR crores)
Description Equity attributable to owners of the Parent Non-controlling Total
interests Equity
Other equity
169
Financial Statements: Consolidated
Consolidated Statement of Change in Equity (Contd.)
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
B. Other equity
For the year ended March 31, 2023 (INR crores)
Description Attributable to the equity holders of the Parent Non-controlling Total
interests
Other equity
170
Financial Statements: Consolidated
Consolidated Statement of Change in Equity (Contd.)
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Description Attributable to the equity holders of the Parent Non-controlling Total
interests
Other equity
The accompanying notes are an integral part of the consolidated financial statements.
Chartered Accountants
Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
171
Financial Statements: Consolidated
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
172
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
173
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
The accompanying notes are an integral part of the consolidated financial statements.
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
(Chief Financial Officer) (Company Secretary)
(PAN No. AIVPG9914G) (A-29579)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
174
Company Overview Statutory Reports Financial Statements: Consolidated
The Company is incorporated and domiciled in India • Defined benefits plan obligations and plan assets
under the provisions of the Companies Act applicable (if any) measured at fair value;
in India. The Company is listed on National Stock
Exchange of India Limited and BSE Limited. The • Share based payments.
registered office of the Company is located at GF –
This note provides a list of the material accounting
12A, 94, Meghdoot, Nehru Place, New Delhi - 110019.
policies adopted in the preparation of these
As on August 10, 2022, the Group has acquired consolidated financial statements.
the Blink Commerce Private Limited (“Blinkit”)
The consolidated financial statements comprise
and warehousing and ancillary service business
the financial statements of the Company and its
(“Warehousing Division”) of Hands on Trade Private
subsidiaries (including trusts) and its share of profit
Limited (“HOTPL”), Blinkit which is a quick commerce
and loss of joint venture and associate for the year
online platform facilitating quick delivery of goods
ended March 31, 2024 and March 31, 2023.
and other essentials by connecting the end users,
delivery personnel and sellers and providing delivery The consolidated financial statements are presented
services; and warehousing and ancillary services in Indian Rupees “INR” or “ `” and all amounts disclosed
business (“Warehousing division”) of HOTPL which in the consolidated financial statement have been
provides warehousing and ancillary services to the rounded off to the nearest crores (as per requirement
sellers. of Schedule III), unless otherwise stated. Further,
amounts which are less than half a crore are appearing
The Group’s consolidated financial statements for
as “0”.
the year ended March 31, 2024 were approved by
the Board of Directors and authorised for issue on
2.2 Basis of consolidation
May 13, 2024.
Subsidiaries:
2 Basis of Preparation of consolidated Subsidiaries include all the entities over which the
financial statements Group has control. Control is achieved when the
Group is exposed, or has rights, to variable returns
2.1 Basis of preparation from its involvement with the investee and has the
hese consolidated financial statements have been
T ability to affect those returns through its power over
prepared in accordance with Indian Accounting the investee.
175
Company Overview Statutory Reports Financial Statements: Consolidated
The Group re-assesses whether or not it controls an about the relevant activities require unanimous
investee if facts and circumstances indicate that there consent of the parties sharing control.
are changes to one or more of the three elements of
control. Consolidation of a subsidiary begins when the The considerations made in determining whether
Group obtains control over the subsidiary and ceases significant influence or joint control are similar
when the Group loses control. Assets, liabilities, to those necessary to determine control over the
subsidiaries.
income and expenses of a subsidiary acquired or
disposed off during the years are included in the The Group’s investments in its associates or joint
consolidated financial statements from the date the venture are accounted for using the equity method.
Group gains control until the date the Group ceases to Under the equity method, the investment in a joint
control the subsidiary. venture is initially recognised at cost. The carrying
amount of the investment is adjusted to recognise
Consolidated financial statements are prepared using changes in the Group’s share of net assets of the
uniform accounting policies for like transactions and associates or joint venture since the acquisition date.
other events in similar circumstances. If a member of Goodwill relating to the associate or joint venture is
the Group uses accounting policies other than those included in the carrying amount of the investment and
adopted in the consolidated financial statements for is not tested for impairment individually.
like transactions and events in similar circumstances,
appropriate adjustments are made to that Group The consolidated statement of profit and loss reflects
members’ statements in preparing the consolidated the Group’s share of the results of operations of
financial statements to ensure conformity with the the associate or joint venture. Any change in OCI of
Group’s accounting policies. those investees is presented as part of the Group’s
OCI. In addition, when there has been a change
The consolidated financial statements of all entities recognised directly in the equity of the joint venture,
used for the purpose of consolidation are drawn up to the Group recognises its share of any changes, when
same reporting date as that of the parent Company, applicable, in the consolidated statement of changes
i.e., year ended on March 31, 2024 and March 31, 2023. in equity. Unrealised gains and losses resulting from
transactions between the Group and associate,
Investment in associates and joint ventures or joint venture are eliminated to the extent of the
Associate interest in the associate or joint venture.
An associate is an entity over which the Group has
significant influence. Significant influence is the If an entity’s share of losses of an associate or joint
venture equals or exceeds its interest in the associate
power to participate in the financial and operating
or joint venture (which includes any long term
policy decisions of the investee but is not control or
interest that, in substance, form part of the Group’s
joint control over those policies.
net investment in the associate or joint venture),
Joint Venture the entity discontinues recognising its share of
further losses. Additional losses are recognised only
A joint venture is a type of joint arrangement whereby
to the extent that the Group has incurred legal or
the parties that have joint control of the arrangement
constructive obligations or made payments on behalf
have rights to the net assets of the joint venture. Joint
of the associate or joint venture. If the associate or
control is the contractually agreed sharing of control
joint venture subsequently reports profits, the entity
of an arrangement, which exists only when decisions
resumes recognising its share of those profits only
176
Company Overview Statutory Reports Financial Statements: Consolidated
after its share of the profits equals the share of losses estimates and assumptions that effect the reported
not recognised. amounts of revenues, expenses, assets and liabilities
and the disclosure of contingent liabilities, at the
The aggregate of the Group’s share of profit and loss end of the reporting year. Although these estimates
of an associate and a joint venture is shown on the are based on the management’s best knowledge
face of the consolidated statement of profit and loss. of current events and actions, uncertainty about
these assumptions and estimates could result
The financial statements of the associate or joint
in the outcomes requiring a material adjustment
venture are prepared for the same reporting year as
to the carrying amounts of assets or liabilities in
the Group. When necessary, adjustments are made
future years.
to bring the accounting policies in line with those of
the Group.
The estimates and underlying assumptions are
After application of the equity method, the Group reviewed on an ongoing basis. Revisions to accounting
determines whether it is necessary to recognise an estimates are recognised in the year in which the
impairment loss on its investment in its associate estimate is revised if the revision affects only that
or joint venture. At each reporting date, the Group year, or in the year of the revision and future years
determines whether there is objective evidence if the revision affects both current and future years.
that the investment in the associate or joint
venture is impaired. If there is such evidence, the In particular, information about the significant areas
Group calculates the amount of impairment as the of estimation, uncertainty and critical judgements
difference between the recoverable amount of the in applying accounting policies that have the most
associate or joint venture and its carrying value significant effect on the amounts recognised in the
and then recognises the loss as ‘Share of profit of consolidated financial statements are disclosed in
an associate or joint venture’ in the consolidated note no 2.4.
statement of profit and loss.
b) Business combination and goodwill
Upon loss of significant influence over associate Business combinations are accounted for as follows:
or joint control over the joint venture, the Group
measures and recognises any retained investment Business combinations (other than common control
at its fair value. Any difference between the carrying business combinations) - Acquisition Method
amount of the associate or joint venture upon loss T he cost of an acquisition is measured as the
of significant influence or joint control and the fair aggregate of the consideration transferred measured
value of the retained investment and proceeds from at acquisition date fair value and the amount of any
disposal is recognised in the consolidated statement non-controlling interests in the acquiree.
of profit and loss.
At the acquisition date, the identifiable assets
2.3 Summary of material accounting acquired and the liabilities assumed are recognised
at their acquisition date fair values (except certain
policies
assets and liabilities which are required to be
a) Use of estimates measured as per the applicable standard). For this
The preparation of the consolidated financial purpose, the liabilities assumed include contingent
statements in conformity with the principles of Ind liabilities representing present obligation and they are
AS requires the management to make judgements, measured at their acquisition fair values irrespective
177
Company Overview Statutory Reports Financial Statements: Consolidated
of the fact that outflow of resources embodying • There is no unconditional right to defer the
economic benefits is not probable. settlement of the liability for at least twelve
months after the reporting year.
For each business combination, the Group elects
whether to measure the non-controlling interests The Group classifies all other liabilities as non-
in the acquiree at fair value or at the proportionate current.
share of the acquiree’s identifiable net assets.
Deferred tax assets and liabilities are classified as
Acquisition-related costs are expensed as incurred.
non-current assets and liabilities.
When the Group acquires a business, it assesses the
The operating cycle is the time between the
financial assets and liabilities assumed for appropriate
classification and designation in accordance with acquisition of assets for processing and their
the contractual terms, economic circumstances and realisation in cash and cash equivalents. The
pertinent conditions as at the acquisition date. Group has identified twelve months as its
operating cycle.
c) Current versus non- current classification
The Group presents assets and liabilities in the d) Foreign currencies
consolidated statement of assets and liabilities based The Group’s consolidated financial statements are
on current/ non-current classification. An asset is presented in INR, which is also the Parent Company’s
treated as current when it is: functional currency.
• Expected to be realised or intended to be sold or The financial statements of each of the Group entity
consumed in normal operating cycle.
are measured using the currency of the primary
• Held primarily for the purpose of trading. economic environment in which the entities forming
part of the Group operates (“functional currency”).
• It is expected to be realised within twelve months The functional currency is normally the currency in
after the reporting year, or which the entities forming part of Group primarily
generates and expends cash.
• Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at Transactions and balances
least twelve months after the reporting year.
Transactions in foreign currencies are initially
All other assets are classified as non-current. recorded at their respective functional currencies
using the spot rates at the date when the transaction
A liability is current when: first qualifies for recognition. However, for practical
reasons, the Group uses an average rate if the average
• It is expected to be settled in normal operating
approximates the exchange rates at the date of the
cycle.
transaction.
• Held primarily for the purpose of trading.
Monetary assets and liabilities denominated in foreign
• It is due to be settled within twelve months after currencies are translated at the functional currency
the reporting year, or spot rates of exchange at the reporting date.
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Company Overview Statutory Reports Financial Statements: Consolidated
Exchange differences arising on settlement or would use when pricing the asset or liability, assuming
translation of monetary items are recognised in that market participants act in their economic best
consolidated statement of profit and loss. interest.
Non-monetary items that are measured in terms of A fair value measurement of a non-financial asset
historical cost in a foreign currency are translated takes into account a market participant’s ability to
using the exchange rates at the dates of the initial generate economic benefits by using the asset in its
transactions. highest and best use or by selling it to another market
participant that would use the asset in its highest and
Foreign operations
best use.
On consolidation, the assets and liabilities of foreign
operations are translated into Indian Rupees at the The Group uses valuation techniques that are
rate of exchange prevailing at the reporting date and appropriate in the circumstances and for which
their consolidated financial statements of profit and sufficient data are available to measure fair value,
loss are translated at exchange rates prevailing at maximising the use of relevant observable inputs and
the dates of the transactions. For practical reasons, minimising the use of unobservable inputs.
the Group uses an average rate for the period to
translate income and expense items, if the average All assets and liabilities for which fair value is
rate approximates the exchange rates at the dates of measured or disclosed in the consolidated financial
the transactions. The exchange differences arising statements are categorised within the fair value
on translation for consolidation are recognised in OCI. hierarchy, described as follows, based on the
On disposal of a foreign operation, the component of lowest level input that is significant to the fair value
OCI relating to that particular foreign operation is measurement as a whole:
recognised in the consolidated statement of profit
and loss. • Level 1 — Quoted (unadjusted) market prices in
active markets for identical assets or liabilities.
e) Fair value measurement
Fair value is the price that would be received to sell • Level 2 — Valuation techniques for which the
an asset or paid to transfer a liability in an orderly lowest level input that is significant to the fair
transaction between market participants at the value measurement is directly or indirectly
measurement date. The fair value measurement is observable.
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either: • Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair
• In the principal market for the asset or liability, or
value measurement is unobservable.
• In the absence of a principal market, in the most
For assets and liabilities that are recognised in the
advantageous market for the asset or liability.
consolidated financial statements on a recurring
The principal or the most advantageous market must basis, the Group determines whether transfers have
be accessible by the Group. occurred between levels in the hierarchy by re-
assessing categorisation (based on the lowest level
The fair value of an asset or a liability is measured input that is significant to the fair value measurement
using the assumptions that market participants as a whole) at the end of each reporting year.
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Company Overview Statutory Reports Financial Statements: Consolidated
For the purpose of fair value disclosures, the Group Improvements to leasehold assets not owned by the
has determined classes of assets and liabilities on Group are amortized over the lease year or estimated
the basis of the nature, characteristics and risks of useful life of such improvements, whichever is lower.
the asset or liability and the level of the fair value
hierarchy as explained above. The management has estimated the useful lives and
residual values of all property, plant and equipment
f) Property, plant and equipment
and adopted useful lives based on management’s
Property, plant and equipment (“PPE”) are stated at
technical assessment of their respective economic
cost, less accumulated depreciation and accumulated
useful lives. The residual values, useful lives and
impairment loss (if any). Such cost includes the
methods of depreciation of property, plant and
expenditure directly attributable to bringing the
equipment are reviewed at each financial year end
asset to the location and condition necessary for it
and adjusted prospectively (if any).
to be capable of operating in the manner intended by
management. Depreciation on the assets purchased during the
Subsequent costs on a PPE are included in the asset’s year is provided on pro-rata basis from the date of
carrying amount only when it is probable that future purchase of the assets. Individual assets costing
economic benefits associated with the item will flow less than ` 5,000 are fully depreciated in the year of
to the Group and the cost of the item can be measured purchase.
reliably. The carrying amount of any component
accounted for as a separate asset is derecognised An item of property, plant and equipment and any
when replaced. Rest of the subsequent costs are significant part initially recognised is derecognised
charged to the statement of profit and loss in the upon disposal or when no future economic benefits
reporting period in which they are incurred. are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as
Capital work in progress is stated at cost, net of the difference between the net disposal proceeds
accumulated impairment loss, if any. and the carrying amount of the asset) is included in
the consolidated statement of profit and loss when
Depreciation on all property plant and equipment
the asset is derecognised.
are provided on a straight-line method based on the
estimated useful life of the asset, which is as follows: g) Goodwill and other intangible assets
Property, plant and Useful Useful lives Goodwill represents the cost of acquired business as
equipment lives as per estimated by established at the date of acquisition of the business
Schedule II management in excess of the acquirer’s interest in the net fair value
of the identifiable assets, liabilities and contingent
Air Conditioner 5 years 1-5 years
liabilities less accumulated impairment losses, if any.
Electrical
10 years 1-5 years Goodwill is tested for impairment annually or when
Equipments
events or circumstances indicate that the implied fair
Furniture & Fittings 10 years 1-5 years
value of goodwill is less than the carrying amount.
Computers 3 years 1-3 years
Plant and Machinery 15 years 1 -10 years Intangible assets acquired separately are measured
Motor Vehicles 8 years 5-8 years on initial recognition at cost. The cost of intangible
Telephone assets acquired in a business combination is their fair
5 years 2 years
Instruments value at the date of acquisition.
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Company Overview Statutory Reports Financial Statements: Consolidated
Following initial recognition, intangible assets are straight-line basis over their estimated useful life
carried at cost less any accumulated amortisation and which is as follows:
accumulated impairment losses. Internally generated
Nature of assets Life
intangibles, excluding capitalised development costs,
are not capitalised and the related expenditure is Brand 2-5 years
Customer contracts and relationship 1 -10 years
reflected in consolidated statement of profit and loss
Distribution network 5 years
in the year in which the expenditure is incurred.
Technology platform 5 years
The useful lives of intangible assets are assessed as Content/ reviews 5 years
either finite or indefinite. Trademarks 5 years
Restaurant listing platform 6 years
Software and websites (other than those acquired in Non-Compete 2-5 years
business combination) with finite lives are amortised Domain/ Website 3 years
on a straight-line basis over the estimated useful
life being 1-3 years. All intangible assets (other than The amortisation year and method are reviewed
goodwill) are assessed for impairment whenever at least at each financial year-end. If the expected
there is an indication that the intangible asset may be useful life of the asset is significantly different from
impaired. The useful life and the amortisation method previous estimates, the amortisation year is changed
for an intangible asset with a finite useful life are accordingly.
reviewed at least at the end of each reporting year.
h) Leases
Changes in the expected useful life or the expected
The Group assesses at contract inception whether a
pattern of consumption of future economic benefits
contract is, or contains, a lease. That is, if the contract
embodied in the asset are considered to modify the
conveys the right to control the use of an identified
amortisation year or method, as appropriate and are
asset for a year of time in exchange for consideration.
treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite Group as a lessee
lives is recognised in the consolidated statement of The Group applies a single recognition and
profit and loss unless such expenditure forms part of measurement approach for all leases, except for
carrying value of another asset. short-term leases and leases of low-value assets.
The Group recognises lease liabilities to make lease
An intangible asset is derecognised upon disposal payments and right-of-use assets representing the
(i.e., at the date the recipient obtains control) or right to use the underlying assets.
when no future economic benefits are expected from
Right of use assets
its use or disposal. Any gains or losses arising from
The Group recognises right-of-use assets at the
derecognition of an intangible asset are measured as
commencement date of the lease (i.e., the date the
the difference between the net disposal proceeds and
underlying asset is available for use). Right-of-use
the carrying amount of the asset and are recognised
assets are measured at cost, less any accumulated
in the consolidated statement of profit and loss when
depreciation and accumulated impairment losses and
the asset is derecognised.
adjusted for any remeasurement of lease liabilities.
Intangible assets acquired in business combination, The cost of right-of-use assets includes the amount
include brand, consumer contracts and relationship, of lease liabilities recognised, initial direct costs
technology platform, content review, trademarks incurred and lease payments made at or before
and non-compete which are amortized on a the commencement date less any lease incentives
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Company Overview Statutory Reports Financial Statements: Consolidated
received. Right-of-use assets are depreciated on a in an index or rate used to determine such lease
straight-line basis over the shorter of the lease term payments) or a change in the assessment of an option
and the estimated useful lives of the assets. The to purchase the underlying asset.
company has lease contracts for office premises Short term leases and lease of low value assets
having a lease term ranging from 1 to 9 years. The Group applies the short-term lease recognition
If ownership of the leased asset transfers to the exemption to its short-term leases of machinery and
Group at the end of the lease term or the cost reflects equipment (i.e., those leases that have a lease term of
the exercise of a purchase option, depreciation is 12 months or less from the commencement date and
calculated using the estimated useful life of the asset. do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption to
The right-of-use assets are also subject to
leases of office equipment that are considered to be
impairment. Refer to the accounting policies in
low value. Lease payments on short-term leases and
section (s) Impairment of non-financial assets.
leases of low-value assets are recognised as expense
Lease liabilities on a straight-line basis over the lease term.
At the commencement date of the lease, the Group
i) Inventories
recognises lease liabilities measured at the present
Inventories are valued at lower of cost and net
value of lease payments to be made over the lease
realisable value. Cost is determined on first in first
term. The lease payments include fixed payments
out basis. Inventory cost includes purchase price
(including in substance fixed payments) less any lease
and other directly attributable costs (such as taxes
incentives receivable, variable lease payments that
other than those subsequently recovered from the
depend on an index or a rate and amounts expected
tax authorities), freight inward and other related
to be paid under residual value guarantees. The lease
incidental expenses incurred in bringing the inventory
payments also include the exercise price of a purchase to its present condition and location.
option reasonably certain to be exercised by the
Group and payments of penalties for terminating the Net realisable value is the estimated selling price in
lease, if the lease term reflects the Group exercising the ordinary course of business less estimated cost
the option to terminate. Variable lease payments that necessary to make the sale.
do not depend on an index or a rate are recognised j) Revenue recognition
as expenses (unless they are incurred to produce The Group generates revenue from online food
inventories) in the year in which the event or condition delivery transactions, quick commerce marketplace
that triggers the payment occurs. transactions, warehousing services, advertisements,
In calculating the present value of lease payments, subscriptions, sale of traded goods and other ancillary
the Group uses its incremental borrowing rate at the services.
lease commencement date because the interest Revenue towards satisfaction of a performance
rate implicit in the lease is not readily determinable. obligation is measured at the amount of transaction
After the commencement date, the amount of lease price (net of variable consideration) allocated towards
liabilities is increased to reflect the accretion of that performance obligation. The transaction price
interest and reduced for the lease payments made. of goods sold and services rendered is net of any
In addition, the carrying amount of lease liabilities taxes collected from customers, which is remitted
is remeasured if there is a modification, a change in to government authorities and variable consideration
the lease term, a change in the lease payments (e.g., on account of various discounts and rebates offered
changes to future payments resulting from a change by the Group. The transaction price is an amount
182
Company Overview Statutory Reports Financial Statements: Consolidated
of consideration to which the entity expects to Service provided by third party/restaurant partners
be entitled in exchange for transferring promised and commission income:
goods or services. Consideration includes goods or The Group considers itself as a principal in an
services contributed by the customer, as non-cash arrangement when it controls the goods or service
consideration, over which Group has control. provided. The Group has concluded that it does not
control the goods or service provided by the third
Where performance obligation is satisfied over time,
party merchants/Restaurants.
the Group recognizes revenue over the contract
period. Where performance obligation is satisfied at The Group recognises the commission revenue earned
a point in time, the Group recognizes revenue when from Restaurant Partners/third party merchants on a
customer obtains control of promised goods and point of time basis.
services in the contract. Incentives
Platform services and transactions The Group provides various types of incentives to the
The Group operates as an internet portal connecting users to promote the transactions on its platform.
the Users, Restaurant Partners/Third party merchants In most of the cases Group is not responsible for
and the Delivery Partners. The Group has separate services to the user or does not receive consideration
contractual arrangement with the User, Restaurant from the user. In such cases, the Group does not
Partners/Third party merchants and the Delivery consider the user as a customer and hence the
Partners respectively which specify the rights and incentives paid to users are recorded as expenses.
obligations of each of the parties. A user initiates Further, the Group does not consider User as a
the transaction which requires acceptance from customer of the Restaurant partner/ third party
the Restaurant Partners/Third party merchants and merchants for the services provided by the Group, as
Delivery Partner. The acceptance of the transaction, the Group is not providing the goods and services of
combined with the contractual agreement creates Restaurant partner/ third party merchants. In case
enforceable rights and obligations for each of the where Group has considered the users as a customer,
parties. the incentives paid to users are netted off in revenue
Identification of customer against the amount charged from the users.
The Group considers a party to be a customer if a) it is Advertisement revenue
providing any services to the party and b) is receiving Advertisement revenue is derived principally from
any consideration from the party. Based on the the sale of online advertisements which is usually run
contractual arrangement, the Restaurant Partners/ over a contracted period of time. The revenue from
Third party merchants are considered as customers. advertisements is thus recognised over this contract
In case of end user, the Group has entered in two period as the performance obligation is met over the
types of arrangement: contract period. There are some contracts where in
addition to the contract period, the Company assures
1. The users are considered customers in limited
certain clicks/impressions (which are generated each
circumstances when a specific service fee is
time viewers on our platform clicks/views through the
charged to the user and
advertiser’s advertisement on the platform) to the
2. The users are considered as customers where the advertisers. In these cases, the revenue is recognised
Group, is responsible for delivery of goods to the when both the conditions of time period and number
end users. of clicks/impressions assured are met.
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Company Overview Statutory Reports Financial Statements: Consolidated
184
Company Overview Statutory Reports Financial Statements: Consolidated
sheet date, then excess is recognized as an asset discounted using the market yields at the end of the
(representing a reduction in future payment or a cash reporting year that have terms approximating to the
refund). terms of the related obligation. Remeasurements
as a result of experience adjustments and changes
In case of other foreign subsidiary companies and
in actuarial assumptions are recognised in Profit
foreign branches, contributions are made as per
and loss.
the respective country laws and regulations. The
same is charged to consolidated statement of profit l) Taxes
and loss. There is no obligation beyond the Group’s Current income tax
contribution. Current income tax assets and liabilities are measured
at the amount expected to be recovered from or paid
The Group operates a defined benefit gratuity plan in
to the taxation authorities. The tax rates and tax
India and United Arab Emirates.
laws used to compute the amount are those that are
The cost of providing benefits under the defined enacted or substantively enacted, at the reporting
benefit plan is determined using the projected unit date in the countries where the Group operates and
credit method. generates taxable income.
Remeasurements, comprising of actuarial gains and
Current income tax relating to items recognised
losses, excluding amounts included in net interest
outside consolidated profit and loss is recognised
on the net defined benefit liability are recognised
outside consolidated profit and loss (either in other
immediately in the consolidated statement of assets
comprehensive income or in equity). Current tax
and liabilities with a corresponding debit or credit
items are recognised in correlation to the underlying
to OCI in the year in which they occur. They are then
transaction either in OCI or directly in equity.
accumulated in a separate reserve. Remeasurements
Management yearly evaluates positions taken in
are not reclassified to consolidated statement of
the tax returns with respect to situations in which
profit and loss in subsequent years.
applicable tax regulations are subject to interpretation
The Group recognises the following changes in the and establishes provisions where appropriate.
net defined benefit obligation as an expense in the
consolidated statement of profit and loss: Advance taxes and provisions for current income
taxes are presented in the consolidated statement
•
Service costs comprising current service
of assets and liabilities after off setting advance tax
costs, past-service costs, gains and losses on
paid and income tax provision arising in the same tax
curtailments and non-routine settlements; and
jurisdiction and where the relevant tax paying unit
• Net interest expense intends to settle the asset and liability on a net basis.
Compensated Absences
Deferred taxes
In some countries the Group has liabilities for earned
Deferred tax is provided using the liability method
leaves which are not expected to be settled wholly
on temporary differences between the tax bases of
within 12 months after the end of the period in which
assets and liabilities and their carrying amounts for
the employees render the related service. These
financial reporting purposes at the reporting date.
obligations are therefore measured as the present
value of expected future payments to be made in Deferred tax liabilities are recognised for all taxable
respect of services provided by employees up to temporary differences, except:
the end of the reporting period by actuaries using • When the deferred tax liability arises from the
the projected unit credit method. The benefits are initial recognition of goodwill or an asset or
185
Company Overview Statutory Reports Financial Statements: Consolidated
liability in a transaction that is not a business tax asset to be utilised. Unrecognised deferred tax
combination and, at the time of the transaction, assets are re-assessed at each reporting date and are
affects neither the accounting profit nor taxable recognised to the extent that it has become probable
profit and loss and does not give rise to equal that future taxable profits will allow the deferred tax
taxable and deductible temporary differences. asset to be recovered.
• In respect of taxable temporary differences Deferred tax assets and liabilities are measured at the
associated with investments in subsidiaries, tax rates that are expected to apply in the year when
associates and interests in joint ventures, when the asset is realised or the liability is settled, based
the timing of the reversal of the temporary on tax rates (and tax laws) that have been enacted or
differences can be controlled and it is probable substantively enacted at the reporting date.
that the temporary differences will not reverse
in the foreseeable future. Deferred tax relating to items recognised outside
consolidated statement of profit and loss is
Deferred tax assets are recognised for all deductible recognised outside consolidated statement of profit
temporary differences, the carry forward of unused and loss (either in other comprehensive income
tax credits and any unused tax losses. Deferred tax or in equity). Deferred tax items are recognised in
assets are recognised to the extent that it is probable correlation to the underlying transaction either in OCI
that taxable profit will be available against which or directly in equity.
the deductible temporary differences and the carry
forward of unused tax credits and unused tax losses Deferred tax assets and deferred tax liabilities are
can be utilised, except: offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and
• When the deferred tax asset relating to the the deferred taxes relate to the same taxable entity
deductible temporary difference arises from and the same taxation authority.
the initial recognition of an asset or liability in a
transaction that is not a business combination m) Share based payments
and, at the time of the transaction, affects neither mployees (including senior executives) of the Group
E
the accounting profit nor taxable profit and receive remuneration in the form of share-based
loss and does not give rise to equal taxable and payments, whereby employees render services as
deductible temporary differences. consideration for equity instruments (equity-settled
transactions).
• In respect of deductible temporary differences
associated with investments in subsidiaries, The cost of equity-settled transactions is determined
associates and interests in joint ventures, by the fair value at the date when the grant is made
deferred tax assets are recognised only to the using an appropriate valuation model.
extent that it is probable that the temporary
differences will reverse in the foreseeable future That cost is recognised, together with a corresponding
and taxable profit will be available against which increase in share-based payment (SBP) reserves in
the temporary differences can be utilized. equity, over the year in which the performance and/or
service conditions are fulfilled in employee benefits
The carrying amount of deferred tax assets is reviewed expense. The cumulative expense recognised for
at each reporting date and reduced to the extent that equity-settled transactions at each reporting date
it is no longer probable that sufficient taxable profit until the vesting date reflects the extent to which
will be available to allow all or part of the deferred the vesting period has expired and the Group’s best
186
Company Overview Statutory Reports Financial Statements: Consolidated
estimate of the number of equity instruments that the Company, measured at the cancellation date. Any
will ultimately vest. The expense or credit in the such excess from the fair value of equity instrument
consolidated statement of profit and loss for a year shall be recognised as an expense.
represents the movement in cumulative expense
recognised as at the beginning and end of that year The dilutive effect of outstanding options is reflected
and is recognised in employee benefits expense. as additional share dilution in the computation of
diluted earnings per share.
Service and non-market performance conditions are
not taken into account when determining the grant n) Segment reporting
date fair value of awards, but the likelihood of the Operating segments are defined as components of
conditions being met is assessed as part of the Group’s an enterprise for which discrete financial information
best estimate of the number of equity instruments that is available that is evaluated regularly by the chief
will ultimately vest. Market performance conditions operating decision maker (“CODM”), in deciding how
are reflected within the grant date fair value. Any to allocate resources and assessing performance.
other conditions attached to an award, but without The Group’s CODM is the Chief Executive Officer and
an associated service requirement, are considered Managing Director of the Company.
to be non-vesting conditions. Non-vesting conditions
The Group’s reporting segments till June 30, 2023
are reflected in the fair value of an award and lead to
were as follows:
an immediate expensing of an award unless there are
also service and/or performance conditions. 1. India food ordering and delivery
No expense is recognised for awards that do not 2. Hyperpure supplies (B2B business)
ultimately vest because non-market performance
and/or service conditions have not been met. Where 3. Quick commerce
awards include a market or non-vesting condition, 4. All other segments (residual)
the transactions are treated as vested irrespective
of whether the market or non-vesting condition is Owing to changes in the information provided to
satisfied, provided that all other performance and/or the CODM, with effect from July 01, 2023, the Group
service conditions are satisfied. has identified “Going out” as a new operating and
reportable segment, which was earlier presented as
When the terms of an equity-settled award are a part of “All other segments”. Thus, the segments for
modified, the minimum expense recognised is the the Group are now as follows:
expense had the terms had not been modified, if the
original terms of the award are met. An additional 1. India food ordering and delivery
expense is recognised for any modification that 2. Hyperpure supplies (B2B business)
increases the total fair value of the share-based
3. Quick commerce
payment transaction or is otherwise beneficial to the
employee as measured at the date of modification. 4. Going Out
5. All other segments (residual)
For cancelled options, the payment made to the
employee shall be accounted for as a deduction India food ordering and delivery is the online platform
from equity, except to the extent that the payment through which the Group facilitate food ordering and
exceeds the fair value of the equity instruments of delivery of the food items by connecting the end
187
Company Overview Statutory Reports Financial Statements: Consolidated
users, restaurant partners and independent delivery preference dividends and attributable taxes) by
partner. the weighted average number of equity shares,
compulsorily convertible cumulative preference
Hyperpure is our farm-to-fork supplies offering for shares and compulsorily convertible preference
restaurants in India and sale of items to businesses shares outstanding during the year.
for onward sales.
For the purpose of calculating diluted earnings per
Quick commerce comprises of online marketplace share, the net profit and loss for the year attributable
platform (“Marketplace”) which enables listing of to equity shareholders of the Parent Company and
items sold on the Marketplace by the sellers. End the weighted average number of shares outstanding
users are able to place orders of these listed items during the year are adjusted for the effects of all
on the mobile application which are delivered to their dilutive potential equity shares.
doorsteps within minutes. Quick commerce also
includes warehousing and ancillary services provided
p) Treasury shares
The Group has created an Employee Benefit Trust
to the sellers on the Marketplace.
(EBT). The Group uses EBT as a vehicle for distributing
Going-out is a combination of our Dining-out and shares to employees under the employee stock option
Zomato Live business verticals; Customers / end schemes. The Group treats EBT as its extension and
users use our dining-out offering to search and shares held by EBT are treated as treasury shares.
discover restaurants, reserve tables, avail offers and
Own equity instruments that are held by the trust
make payments while dining-out at restaurants. In our
are recognised at cost and deducted from equity. No
Zomato Live offering, customers can discover and
gain or loss is recognised in consolidated statement
book tickets through our platform for various kinds of
of profit and loss on the purchase, sale, issue, or
entertainment events including our Zomaland event.
cancellation of the Group’s own equity instruments.
The Group has combined and disclosed balancing Any difference between the carrying amount and
number in all other segments which are not reportable. the consideration, if reissued, is recognised in other
equity.
Revenue and expenses directly attributable to
segments are reported under each reportable q) Provisions and contingent liabilities
segment. Expenses which are not directly identifiable Provisions
to any reporting segment have been allocated to Provisions are recognised when the Group has
respective segments based on the number orders, a present obligation (legal or constructive) as a
number of employees or gross market value as result of a past event, it is probable that an outflow
reviewed by CODM. of resources embodying economic benefits will
be required to settle the obligation and a reliable
The amounts presented in note 39 for the comparative estimate can be made of the amount of the obligation.
periods has been revised to meet the requirements of The expense relating to a provision is presented in the
Ind AS 108. consolidated statement of profit and loss net of any
reimbursement.
o) Earnings per share
asic earnings per share are calculated by dividing the
B If the effect of the time value of money is material,
net profit and loss for the year attributable to equity provisions are discounted using a current pre-tax rate
shareholders of the Parent Company (after deducting that reflects, when appropriate, the risks specific to
188
Company Overview Statutory Reports Financial Statements: Consolidated
the liability. When discounting is used, the increase in In order for a financial asset to be classified and
the provision due to the passage of time is recognised measured at amortised cost or fair value through
as a finance cost. OCI, it needs to give rise to cash flows that are ‘solely
payments of principal and interest (SPPI)’ on the
Contingent liabilities principal amount outstanding. This assessment is
Contingent liability is a possible obligation that referred to as the SPPI test and is performed at an
arises from past events and the existence of which instrument level. Financial assets with cash flows
will be confirmed only by the occurrence or non- that are not SPPI are classified and measured at
occurrence of one or more uncertain future events fair value through profit or loss, irrespective of the
not wholly within the control of the Group, or is a business model.
present obligation that arises from past event but
is not recognised because either it is not probable The Company’s business model for managing
that an outflow of resources embodying economic financial assets refers to how it manages its financial
benefits will be required to settle the obligation, or assets in order to generate cash flows. The business
a reliable estimate of the amount of the obligation model determines whether cash flows will result
cannot be made. Contingent liabilities are disclosed from collecting contractual cash flows, selling the
and not recognised. financial assets, or both. Financial assets classified
and measured at amortised cost are held within a
r) Financial instruments business model with the objective to hold financial
A financial instrument is any contract that gives rise assets in order to collect contractual cash flows while
to a financial asset of one entity and a financial liability financial assets classified and measured at fair value
or equity instrument of another entity. through OCI are held within a business model with the
objective of both holding to collect contractual cash
Financial assets flows and selling.
Initial recognition and measurement:
Financial assets are classified, at initial recognition, Purchases or sales of financial assets that require
as subsequently measured at amortised cost, fair delivery of assets within a time frame established by
value through other comprehensive income (OCI) and regulation or convention in the market place (regular
fair value through profit or loss. The classification way trades) are recognised on the trade date, i.e.,
of financial assets at initial recognition depends the date that the Group commits to purchase or sell
on the financial asset’s contractual cash flow the asset.
characteristics and the Company’s business model for
Subsequent Measurement
managing them.
Debt instruments: Subsequent measurement of
debt instruments depends on the Group’s business
All financial assets are recognised initially at fair value
model for managing the asset and the cash flow
plus, (in the case of financial assets not recorded at
characteristics of the asset. There are three
fair value through consolidated statement of profit
measurement categories into which the Group
or loss) transaction costs that are attributable to
classifies its debt instruments:
the acquisition of the financial asset. Transaction
costs of financial assets carried at fair value through
• A mortised cost: Assets that are held for
profit or loss expensed off in the statement of profit
collection of contractual cash flows those cash
& loss. Trade receivable that does not contain a
flows represent solely payments of principal and
significant financing component are measured at
interest are measured at amortised cost. Interest
transaction price.
income from these financial assets is included in
189
Company Overview Statutory Reports Financial Statements: Consolidated
finance income using the effective interest rate measured at FVOCI are not reported separately
method. Any gain or loss arising on derecognition from other changes in fair value.
and impairment losses (if any) are recognised
directly in profit or loss. The Group’s financial Changes in the fair value of financial assets at fair
assets subsequently measured at amortised value through profit or loss are recognised in the
cost includes trade receivables, loans and certain statement of profit and loss.
other financial assets etc.
The Group has made an irrevocable election to
• air value through other comprehensive
F present subsequent changes in the fair value
income (FVOCI): Assets that are held for of certain investment in equity and preference
collection of contractual cash flows and for instruments not held for trading in other
selling the financial assets, where the assets’ comprehensive income.
cash flows represent solely payments of
principal and interest, are measured at FVOCI. Derecognition
Movements in the carrying amount are taken A financial asset (or, where applicable, a part of a
through OCI except for the recognition of financial asset or part of a group of similar financial
impairment gains or losses, interest income assets) is primarily derecognised (i.e., removed from
and foreign exchange gains and losses which the Group’s consolidated financial statements of
are recognised in profit and loss. When the assets and liabilities) when:
financial asset is derecognised, the cumulative
i) The rights to receive cash flows from the asset
gain or loss previously recognised in OCI is
have expired, or
reclassified from equity to profit or loss.
ii) The Group has transferred its rights to receive
Fair value through profit or loss: Assets
•
cash flows from the asset or has assumed an
that do not meet the criteria for amortised
obligation to pay the received cash flows in full
cost or FVOCI are measured at fair value
without material delay to a third party under a
through profit or loss. A gain or loss on a debt
‘pass-through’ arrangement; and either (a) the
investment that is subsequently measured at
Group has transferred substantially all the risks
fair value through profit or loss is recognised
and rewards of the asset, or (b) the Group has
in profit or loss.
neither transferred nor retained substantially
The Group subsequently measures all equity all the risks and rewards of the asset, but has
investments at fair value. transferred control of the asset.
Where the Group’s management has elected When the Group has transferred its rights to
to present fair value gains and losses on equity receive cash flows from an asset or has entered
investments in other comprehensive income, into a pass-through arrangement, it evaluates
there is no subsequent reclassification of fair if and to what extent it has retained the risks
value gains and losses to profit or loss following and rewards of ownership. When it has neither
the derecognition of the investment. Dividends transferred nor retained substantially all of the
from such investments are recognised in profit or risks and rewards of the asset, nor transferred
loss when the Group’s right to receive payments control of the asset, the Group continues to
is established. Impairment losses (and reversal recognise the transferred asset to the extent of
of impairment losses) on equity investments the Group’s continuing involvement. In that case,
190
Company Overview Statutory Reports Financial Statements: Consolidated
the Group also recognises an associated liability. he Group’s financial liabilities include trade and other
T
The transferred asset and the associated liability payables and borrowings including bank overdrafts
are measured on a basis that reflects the rights and liability component of convertible instruments.
and obligations that the Group has retained.
Subsequent measurement
Continuing involvement that takes the form of a The measurement of financial liabilities depends on
guarantee over the transferred asset is measured their classification, as described below:
at the lower of the original carrying amount of the
asset and the maximum amount of consideration inancial liabilities at amortised cost (Loans and
F
that the Group could be required to repay. borrowings)
After initial recognition, interest-bearing loans and
Impairment of financial assets borrowings are subsequently measured at amortised
The Group assesses on a forward looking basis the cost using the EIR method. Gains and losses are
expected credit losses associated with its assets recognised in profit or loss when the liabilities are
carried at amortised cost and FVOCI debt instruments. derecognised as well as through the EIR amortisation
Different impairment methodologies are applied process.
depending on whether there has been a significant
increase in credit risk or not. For trade receivables, Amortised cost is calculated by taking into account
the Group applies the simplified approach required any discount or premium on acquisition and fees
by Ind AS 109, which requires expected lifetime or costs that are an integral part of the EIR. The
losses to be recognised from initial recognition of EIR amortisation is included as finance costs in the
the receivables. statement of profit and loss. This category generally
applies to borrowings.
he application of simplified approach does not
T
require the Group to track changes in credit risk. inancial liabilities at fair value through profit or loss
F
Rather, it recognizes impairment loss allowance Financial liabilities at fair value through profit or loss
based on lifetime ECLs at each reporting date, right include financial liabilities held for trading or financial
from its initial recognition. The Group has established liabilities designated upon initial recognition as at fair
a provision matrix that is based on its historical value through profit or loss.
credit loss experience, adjusted for forward-looking
inancial liabilities are classified as held for trading
F
factors specific to the debtors and the economic
if they are incurred for the purpose of repurchasing
environment.
in the near term.
Financial liabilities
ains or losses on liabilities held for trading are
G
Initial recognition and measurement recognised in the consolidated statement of profit
Financial liabilities are classified, at initial recognition, and loss.
as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, as appropriate. Financial liabilities designated upon initial
recognition at fair value through profit or loss are
All financial liabilities are recognised initially at fair designated as such at the initial date of recognition
value and, in the case of loans and borrowings and and only if the criteria in Ind AS 109 are satisfied.
payables, net of directly attributable transaction For liabilities designated as FVTPL, fair value gains/
costs. losses attributable to changes in own credit risk
191
Company Overview Statutory Reports Financial Statements: Consolidated
are recognized in OCI. These gains/ losses are not and is written down to its recoverable amount. In
subsequently transferred to P&L. However, the Group assessing value in use, the estimated future cash
may transfer the cumulative gain or loss within equity. flows are discounted to their present value using a
All other changes in fair value of such liability are pre-tax discount rate that reflects current market
recognised in the consolidated statement of profit assessments of the time value of money and the
and loss. risks specific to the asset. In determining fair value
less costs of disposal, recent market transactions
Derecognition are taken into account. If no such transactions can
A financial liability is derecognised when the obligation be identified, an appropriate valuation model is used.
under the liability is discharged or cancelled or These calculations are corroborated by valuation
expires. When an existing financial liability is replaced multiples, quoted share prices for publicly traded
by another from the same lender on substantially companies or other available fair value indicators.
different terms, or the terms of an existing liability
are substantially modified, such an exchange or The Group bases its impairment calculation on
modification is treated as the derecognition of the detailed budgets and forecast calculations, which
original liability and the recognition of a new liability. are prepared separately for each of the Group’s CGUs
The difference in the respective carrying amounts is to which the individual assets are allocated. These
recognised in the consolidated statement of profit budgets and forecast calculations generally cover
and loss. a year of five years. For longer years, a long-term
growth rate is calculated and applied to project future
Offsetting of financial instruments cash flows after the fifth year. To estimate cash
Financial assets and financial liabilities are offset flow projections beyond years covered by the most
and the net amount is reported in the consolidated recent budgets/forecasts, the Group extrapolates
statement of assets and liabilities if there is a currently cash flow projections in the budget using a steady or
enforceable legal right to offset the recognised declining growth rate for subsequent years, unless
amounts and there is an intention to settle on a net an increasing rate can be justified. In any case, this
basis, to realise the assets and settle the liabilities growth rate does not exceed the long-term average
simultaneously. growth rate for the products, industries, or country
or countries in which the entity operates, or for the
s) Impairment of non-financial assets
market in which the asset is used.
The Group assesses at each reporting date, whether
there is an indication that an asset may be impaired. Impairment losses are recognised in the consolidated
If any indication exists, or when annual impairment statement of profit and loss.
testing for an asset is required, the Group estimates the
asset’s recoverable amount. An asset’s recoverable For the purpose of impairment testing, goodwill
amount is the higher of an asset’s or cash-generating acquired in a business combination is allocated to
unit’s (CGU) fair value less costs of disposal and its cash-generating units that are expected to benefit
value in use. Recoverable amount is determined from the combination, irrespective of whether other
for an individual asset, unless the asset does not assets or liabilities of the acquiree are assigned to
generate cash inflows that are largely independent those units.
of those from other assets or groups of assets. When
the carrying amount of an asset or CGU exceeds its A cash generating unit to which goodwill has been
recoverable amount, the asset is considered impaired allocated is tested for impairment annually, or more
192
Company Overview Statutory Reports Financial Statements: Consolidated
frequently when there is an indication that the unit differences to the extent regarded as an adjustment
may be impaired. For the business which are similar to the borrowing costs.
in nature for the purpose of impairment testing of
goodwill, the Company considers such businesses u) Cash and cash equivalents
as one cash generating unit. Cash and cash equivalent in the consolidated
statement of assets and liabilities comprise cash at
If the recoverable amount of the cash generating banks and on hand and short-term deposits with an
unit is less than its carrying amount, the impairment original maturity of three months or less, which are
loss is allocated first to reduce the carrying amount subject to an insignificant risk of changes in value.
of any goodwill allocated to the unit and then to the
For the purpose of the consolidated statement of
other assets of the unit pro rata based on the carrying
cash flows, cash and cash equivalents consist of
amount of each asset in the unit. cash and short-term deposits, as defined above,
net of outstanding bank overdrafts (if any) as they
For assets excluding goodwill, an assessment is made
are considered an integral part of the Group’s cash
at each reporting date to determine whether there is
management.
an indication that previously recognised impairment
losses no longer exist or have decreased. If such v) Events occurring after the balance sheet
indication exists, the Group estimates the asset’s or date
CGU’s recoverable amount. A previously recognised Based on the nature of the event, the Group identifies
impairment loss is reversed only if there has been the events occurring between the balance sheet date
a change in the assumptions used to determine the and the date on which the consolidated financial
asset’s recoverable amount since the last impairment statements are approved as ‘Adjusting Event’ and ‘Non-
loss was recognised. The reversal is limited so that adjusting event’. Adjustments to assets and liabilities
the carrying amount of the asset does not exceed its are made for events occurring after the balance sheet
recoverable amount, nor exceed the carrying amount date that provide additional information materially
that would have been determined, net of depreciation, affecting the determination of the amounts relating
had no impairment loss been recognised for the asset to conditions existing at the balance sheet date or
in prior years. Such reversal is recognised in the because of statutory requirements or because of
consolidated statement of profit and loss unless the their special nature. For non-adjusting events, the
Group may provide a disclosure in the consolidated
asset is carried at a revalued amount, in which case,
financial statements considering the nature of the
the reversal is treated as a revaluation increase.
transaction.
t) Borrowing costs
Borrowing costs directly attributable to the
2.4 Significant accounting judgements,
acquisition, construction or production of an asset estimates and assumptions
that necessarily takes a substantial year of time to The preparation of the financial statements requires
management to make judgements, estimates and
get ready for its intended use or sale are capitalised
assumptions that affect the reported amounts of
as part of the cost of the asset. All other borrowing
revenues, expenses, assets and liabilities. Uncertainty
costs are expensed in the year in which they occur.
about these assumptions and estimates could result
Borrowing costs consist of interest and other costs
in outcomes that require a material adjustment to
that an entity incurs in connection with the borrowing
of funds. Borrowing cost also includes exchange
193
Company Overview Statutory Reports Financial Statements: Consolidated
the carrying amount of assets or liabilities affected consistent with the currencies of the post-
in future periods. employment benefit obligation.
The key assumptions concerning the future and Further details about gratuity obligations are given
other key sources of estimation uncertainty at the in note 33.
reporting date, that have a significant risk of causing
a material adjustment to the carrying amounts of Fair value measurement of financial instruments
assets and liabilities within the financial year, are When the fair values of financial assets and financial
described below: liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets,
a. The Group based its assumptions and estimates their fair value is measured using valuation techniques
on parameters available when the consolidated and inputs to be used. The inputs to these models
financial statement were prepared. are taken from observable markets where possible,
but where this is not feasible, a degree of judgement
b. Existing circumstances and assumptions about is required in establishing fair values. Judgements
future developments, however, may change due include considerations of inputs such as liquidity
to market changes or circumstances arising that risk, credit risk and volatility. Changes in assumptions
are beyond the control of the Group. Such changes about these factors could affect the reported fair
are reflected in the assumptions when they occur. value of financial instruments.
194
Company Overview Statutory Reports Financial Statements: Consolidated
influence over the investee. Significant influence is advertisement and sales promotion expenses. Some
the power to participate in the financial and operating of the factors considered in management’s evaluation
policy decisions of the investee but does not of such incentives being payments on behalf of
constitute control or joint control over those policies. restaurant merchants include whether the incentives
The Company exercises significant judgment in are given at the Group’s discretion, contractual
order to assess whether it controls or has significant agreements with the restaurant merchants, business
influence over the investee. strategy and objectives and design of the incentive
program(s), etc.
Incentives
As disclosed in Note 2.3 (j), the Group provides Deferred tax recognition
incentives to its transacting users in various forms Deferred tax asset (DTA) is recognized only when
including credits and direct payment discounts to and to the extent there is convincing evidence that
promote traffic on its platform. All incentives given to the Company will have sufficient taxable profits in
the users where the Group is responsible for delivery future against which such assets can be utilized.
are recorded as a reduction of revenue to the extent of Significant management judgment is required to
the revenue earned from that user on a transaction by determine the amount of deferred tax assets that can
transaction basis. The amount of incentive in excess be recognised, based upon the likely timing and the
of the revenue earned from the transacting users level of future taxable profits together with future tax
is recorded as advertisement and sales promotion planning strategies, recent business performance
expense. In other cases, where Group is not responsible and developments.
for delivery, management is required to determine
whether the incentives are in substance a payment
on behalf of the restaurant merchants and should
therefore be recorded as a reduction of revenue or
195
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Leasehold Air Electrical Furniture Computers Motor Telephone Plant & Total
improve- Conditioner Equipement and Vehicles Instrument Machinery
ment fitting
transfer
Disposal (2) (0) (2) (2) (16) (0) (1) (4) (27) -
Transfer to PPE - - - - - - - - - (16)
Foreign currency translation reserve* 0 0 0 0 0 0 0 - 0 -
At March 31, 2023 86 0 35 21 95 1 3 122 363 7
Additions 30 - 39 4 42 0 1 99 215 55
Disposal (1) - (1) (1) (17) (0) (0) (29) (49) -
Transfer to PPE - - - - - - - - - (44)
Foreign currency translation reserve* 0 0 0 0 0 0 0 - 0 -
At March 31, 2024 115 0 73 24 120 1 4 192 529 18
Accumulated depreciation
Statutory Reports
Net Block
At March 31, 2023 45 - 24 12 35 1 0 91 209 7
At March 31, 2024 57 - 43 8 43 1 1 133 287 18
196
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Software Trademarks Brand Customer Distribution Tech Content/ Restaurants Non Total other
and Contract & Network Platform Reviews Listing Compete intangible
website Relationship Platform assets
Gross carrying value
At March 31, 2022 11 3 288 61 - 85 6 1 135 589 1,553
Additions 0 - 797 49 50 225 - - 45 1,166 3,507
Deletions / adjustments (0) (0) (123) - - - - - (135) (258) -
Adjustment on account of sale of
- - - - - - - - - - -
business
Company Overview
Accumulated amortization
At March 31, 2022 11 3 203 15 0 56 4 0 99 392 2
Charge for the year 0 - 135 32 6 41 - - 42 256 -
Statutory Reports
Impairment Loss
At March 31, 2022 0 0 51 47 - 18 1 1 - 118 341
Foreign currency translation reserve* - - - - - - - - - - -
At March 31, 2023 0 0 51 47 - 18 1 1 - 118 341
Foreign currency translation reserve* - - - - - - - - - - -
At March 31, 2024 0 0 51 47 - 18 1 1 - 118 341
Net Block
At March 31, 2023 - - 694 18 44 196 - - 39 991 4,717
At March 31, 2024 4 - 535 - 34 151 - - 30 754 4,717
197
Financial Statements: Consolidated
The recoverable value of India food ordering and delivery CGU is determined based on the market value of the
Company.The recoverable value of BCPL CGU is estimated based on the discounted cash flows method. The
significant unobservable inputs used in the estimation of recoverable value are discount rate and terminal
growth rate. The discount rate used for such computations is the weighted average cost of capital of the
Company which contain such CGU.
The estimated recoverable amount of CGU exceeded its carrying amount and accordingly, no impairment was
recognised.
No reasonably possible change in the terminal growth rate would cause the recoverable amount to fall shorter
than the carrying amount.
198
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
199
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
200
Company Overview Statutory Reports Financial Statements: Consolidated
201
Company Overview Statutory Reports Financial Statements: Consolidated
For the purpose of the statement of cash flows, cash and cash equivalents comprise of the following:
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Bank deposits with original maturity of more than three months but less 419 794
than 12 months
Bank balances (including deposits) held as margin money 3 5
Total bank balances other than cash and cash equivalents 422 799
10 Loans
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Current
Loan to related party (refer note 37)
Considered good- unsecured - 0
Total current Loans - 0
202
Company Overview Statutory Reports Financial Statements: Consolidated
Non-current
Unsecured, considered good, unless stated otherwise
Margin money deposits 1 1
Bank deposits with original maturity for more than 12
662 1,782
months
Interest accrued on fixed deposits and others 32 63
Security deposits 52 48
Total non-current other financial assets 747 1,894
Current
Unsecured, considered good, unless stated otherwise
Bank deposits with original maturity for more than 12 months 1,397 3,911
Margin money deposits 27 9
Interest accrued on fixed deposits and others 419 264
Security deposit 34 17
Less: impairment allowance (9) 25 (8) 9
Amount recoverable in cash 126 125
Less: impairment allowance (56) 70 (19) 106
Amount recoverable from payment gateways 386 120
Less: impairment allowance - 386 (1) 119
Total current other financial assets 2,324 4,418
Non-current
Advance tax / tax deducted at source 225 118
Less: provision for tax (4) (2)
Total tax assets 221 116
203
Company Overview Statutory Reports Financial Statements: Consolidated
13 Other assets
(INR crores)
Non-current
Prepaid expenses 85 101
Capital advances 14 26
Less: impairment allowance (0) 14 (0) 26
Total non-current other assets 99 127
Current
Staff imprest 1 1
Less: impairment allowance (1) 0 (1) 0
Advances to supplier 67 64
Less: impairment allowance (19) 48 (13) 51
Prepaid expenses 41 42
Other advances - 5
Balance with statutory/government authorities 176 297
Less: impairment allowance (24) 152 (24) 273
Total current assets 241 371
14 Inventories
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
204
Company Overview Statutory Reports Financial Statements: Consolidated
205
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
i) Reconciliation of the shares outstanding at the beginning and at the end of the
reporting year
Equity shares
Particulars As at March 31, 2024 As at March 31, 2023
206
Company Overview Statutory Reports Financial Statements: Consolidated
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.
As per records of the Company, including its register of shareholders/members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownership of shares. The Company is professionally managed and does not have an identifiable promoter.
iii) In the period of five years immediately preceding March 31, 2024:
i) The Company had allotted 76,376 fully paid up shares of face value INR 9,000/- each during the year
ended March 31, 2020 pursuant to business combination with Uber India Systems Private Limited for
non-cash consideration.
ii) The Company had allotted 1,576 fully paid up equity shares of face value INR 1/- each during the year
ended March 31, 2021 pursuant to acquisition of Jogo Technologies Private Limited (“FitSo”) for non
cash consideration.
iii) The Company has approved and allotted bonus shares during the financial year ended March 31, 2022
in the ratio of 1:6699 to existing equity shareholders and has also approved bonus issuance to option
holders whose name appears in the register of employee stock options, which will be issued basis the
equity shares held by the option holders upon the exercise of the option.
iv) During the previous year ended March 31, 2023 Zomato Limited had acquired 33,018 equity shares of
Blink Commerce Private Limited (formerly known as Grofers India Private Limited) (“BCPL”) by issuance
and allotment of 62,85,30,012 equity shares (refer note 31(a)).
v) For details of shares reserved for issue under the employee stock option (ESOP) plan of the Group,
please refer note 34.
207
Company Overview Statutory Reports Financial Statements: Consolidated
Treasury shares
Balance at the beginning of the year 19 23
Less : shares issued by ESOP Trust on exercise of employee stock
(5) (4)
options
14 19
Remeasurements of the defined benefit plans
Balance at the beginning of the year (6) (10)
Add: during the year 3 4
(3) (6)
208
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Foreign currency translation reserve
Balance at the beginning of the year 37 29
Add during the year 0 8
37 37
Equity instruments through other comprehensive income
Balance at the beginning of the year 74 10
Add / (less) : during the year 60 (111)
Add: Transfer to Retained earning (refer note 36) - 175
134 74
Debt instruments through other comprehensive income
Balance at the beginning of the year 0 -
Add : during the year (8) 0
(8) 0
209
Company Overview Statutory Reports Financial Statements: Consolidated
16 Borrowings
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
17 Trade payables
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Trade payables
Total outstanding dues of micro enterprises and small enterprises 15 9
Total outstanding dues of creditors other than micro enterprises and
871 670
small enterprises
Total trade payables 886 679
Trade payables are non-interest bearing and are normally settled on 0-60 days terms.
210
Company Overview Statutory Reports Financial Statements: Consolidated
Non Current
Security deposit payable 3 5
Total non-current other financial liabilities 3 5
Current
Capital creditors 17 11
Security deposit payable 7 1
Amount payable to merchant 588 271
Payable to customers 13 12
Other payable 19 15
Total current other financial liabilities 644 310
Unearned revenue 22 35
Advances from customers 17 17
Statutory dues :
Provident fund payable 5 3
Employee state insurance payable 0 -
Professional tax payable 0 -
Goods and services tax payable 224 153
TDS payable 83 66
Other statutory dues payable 0 0
Others 12 2
Total other current liabilities 363 276
20 Provisions
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Non-current
Provisions for gratuity (refer note 33) 60 52
Provisions for compensated absences (refer note 33) 28 42
Total non-current provisions 88 94
211
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Current
Provisions for gratuity (refer note 33) 12 8
Provisions for compensated absences (refer note 33) 17 18
Total current provisions 29 26
Sale of services
Revenue from services 8,943 5,563
Sale of goods
Revenue from sale of traded goods 3,171 1,472
* Pertaining to provision of services in the United Arab Emirates (UAE) to Talabat Middle East Internet Services Company LLC (Talabat)
for its delivery business in UAE.
** The above revenues are net of adjustments amounting to INR 194 crores (March 31, 2023: INR 13 crores) on account of discounts
and consideration payable to customers.
212
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars For the year ended March 31, 2023
Contract balances
The following table provides information about receivables and contract liabilities
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
*This includes unbilled receivable of INR 136 crores (March 31, 2023: INR 78 crores).
Notes:
1. The unbilled receivable primarily relate to the Group’s rights to consideration for work completed but
not billed at the reporting date on which the Group’s right to consideration is unconditional. A right to
consideration is unconditional if only the passage of time is required before payment of that consideration
is due.
2. Contract liabilities relates to payments received in advance of performance and unearned revenue against
which amount has been received from customer but services are yet to be rendered on the reporting date
either in full or in parts. Contract liabilities are recognised on completion / satisfaction of performance
obligation
a) Changes in unearned revenue during the year ended were as follows:
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening balance 35 51
Additions during the year 21 35
Less: revenue recognized (25) (50)
Less: adjustments to revenue due to a contract modification or
(9) (1)
foreign exchange difference
Closing balance * 22 35
*The closing unearned revenue is expected to recognised within 1 year.
213
Company Overview Statutory Reports Financial Statements: Consolidated
b) Changes in advances from customers during the year ended were as follows:
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening balance 17 18
Additions during the year 12 9
Less: revenue recognised (9) (4)
Less: advances written back (3) (6)
Closing balance 17 17
22 Other income
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest income on:
- On financial assets measured at amortised cost:
- Bank deposits 214 405
- Government securities 38 67
- Others 6 52
- On financial assets at fair value through other
comprehensive income
- Debentures or bonds 320 0
- Government securities 110 -
- Income tax refund 1 5
Net gain arising on financial assets measured at fair
value through profit or loss:
- Net gain on sale of mutual fund units 146 75
- Fair value gain / (loss) on mutual fund units (17) 129 16 91
Other non operating Income
Liabilities written back 9 28
Profit on sale of property, plant and equipment (net) - 1
Gain on termination of lease contracts (refer note 35) 10 8
Foreign exchange gain (net) 1 3
Others * 9 22
Total other income 847 682
* includes INR Nil crores (March 31, 2023: INR 14 crores) amortisation of unearned revenue relating to assignment of certain restaurant
contracts pertaining to its delivery business in the United Arab Emirates (UAE) to Talabat Middle East Internet Services Company
LLC (Talabat).
214
Company Overview Statutory Reports Financial Statements: Consolidated
23 Purchases of stock-in-trade
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
26 Finance costs
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest
- To others 2 5
Others
- Bank charges 3 2
- Other charges 0 1
Interest on lease liabilities (refer note 35) 67 41
Total finance cost 72 49
215
Company Overview Statutory Reports Financial Statements: Consolidated
28 Other expenses
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Power and fuel 51 23
Rent (refer note 35) 44 42
Rates and taxes 42 35
Repairs and maintenance 67 30
Advertisement and sales promotion 1,432 1,227
Outsourced support cost 330 297
Delivery and related charges 3,915 2,537
Travelling and conveyance 32 24
Freight and cartage 170 115
Packaging and consumables 124 57
Server and communication cost 185 159
IT support services 300 228
Recruitment cost 5 6
Insurance 63 45
Commission and brokerage 112 92
Postage and courier cost 21 13
Printing and stationary 4 3
Security expense 48 28
Event infrastructure and artist fee 34 43
Legal and professional fee 74 80
Bad debts written-off 3 7
Less: bad debt against opening provision (2) 1 (6) 1
Loss on sale of property, plant and equipment 1 -
Provision for doubtful debts and advances 68 30
Amount written off 15 37
Less: amount written off against opening provision (15) - (37) -
Warehousing management expenses 211 129
Miscellaneous expenses 7 30
Payment gateway charges 190 155
Total other expenses 7,531 5,429
216
Company Overview Statutory Reports Financial Statements: Consolidated
29 Exceptional items
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
The following reflects the income and equity share data used in the basic and diluted EPS computations.
Profit / (loss) attributable to owners of the Parent (INR crores) 351 (971)
Weighted average number of equity shares in calculating basic
8,49,34,97,136 8,10,11,58,888
EPS
Weighted average number of equity shares in calculating diluted
8,75,52,46,830 8,10,11,58,888
EPS
Face value of equity shares (INR) 1 1
Basic earnings per share (INR) 0.41 (1.20)
Diluted earnings per share (INR)* 0.40 (1.20)
* For the year ended March 31, 2023 employee stock options are not considered for calculation of EPS since they were anti-dilutive
in nature.
217
Company Overview Statutory Reports Financial Statements: Consolidated
On August 10, 2022, Zomato Limited completed the above acquisition by issuing 62,85,30,012 fully paid-up
equity shares of Zomato Limited having face value of INR 1/- (Indian Rupee One) for 91.04% ownership interest.
The same was accounted using the share price of Zomato Limited as on the acquisition date of INR 55.45 per
equity share which amounted to INR 3,485 crores.
Total consideration of INR 3,828 crores includes INR 3,485 crores for which shares were issued as mentioned
above and INR 343 crores of fair value of existing ownership interest of 8.96% in BCPL as on date of acquisition.
218
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Balances recognised
on acquisition
Liabilities
Borrowings 1,193
Lease liabilities 172
Other financial liabilities 21
Provisions 11
Trade payables 270
Other current liabilities 17
Total Liabilities (B) 1,684
Purchase consideration
Equity shares issued (62,85,30,012 equity shares of INR 1 each) 63
Premium on issue of equity shares (62,85,30,012 equity shares at INR 54.45 each) 3,422
Issuance of ESOPs for unvested ESOPs of BCPL employees 20
Total purchase consideration 3,505
Calculation of goodwill
Purchase consideration 3,505
Fair value of existing ownership interest of 8.96% in BCPL as on date of acquisition. 343
DTL created on fair value of intangible assets 293
Less: identifiable net assets at fair value and fair value of intangible assets (634)
Goodwill arising on acquisition 3,507
#Useful lives are estimated to 1 year for customer relationships and 5 years for rest of the intangible assets.
The excess of the purchase consideration paid over the fair value of assets acquired has been attributed to
goodwill. The primary items that generated this goodwill are the value of the estimated synergies and entering
into quick commerce business neither of which qualify as an intangible asset. Goodwill is not tax-deductible.
219
Company Overview Statutory Reports Financial Statements: Consolidated
Acquired receivables
(INR crores)
Particulars Amount
Fair value of acquired receivables 43
Gross contractual amount of receivables 43
Contractual cash flows not expected to be collected -
If the acquisition had taken place at the beginning of the year, revenue from continuing operations would have
been higher by INR 152 crores and the loss before tax from continuing operations for the Group from BCPL
would have been higher by INR 437 crores.
From the date of acquisition, BCPL has contributed INR 572 crores of revenue and INR 754 crores of loss to
the loss before tax from operations of the Group (before inter-company eliminations).
220
Company Overview Statutory Reports Financial Statements: Consolidated
Calculation of goodwill
Purchase consideration 61
Less: fair value of net assets (61)
Goodwill -
#
includes INR 2.5 crores for share-based payment reserve.
Acquired receivables
(INR crores)
Particulars Amount
Fair value of acquired receivables 56
Gross contractual amount of receivables 56
Contractual cash flows not expected to be collected -
If the acquisition had taken place at the beginning of the year, revenue from continuing operations would
have been higher by INR 106 crores and the loss before tax from continuing operations for the Group from
Warehousing division would have been lower by INR 42 crores.
From the date of acquisition, Warehousing division has contributed INR 237 crores of revenue and INR 1 crore
of loss to the loss before tax from operations of the Group (before intra segment elimination).
Analysis of cash flows on acquisition:
(INR crores)
Particulars Amount
Transaction costs for the acquisition of warehousing division of HOTPL 0
Net cash acquired on the acquisition of warehousing division of HOTPL -
Net cash flow on acquisition 0
221
Company Overview Statutory Reports Financial Statements: Consolidated
Current liabilities - -
Equity - -
Proportion of the Group’s ownership - -
Group's share in equity - -
Carrying amount of investment as at March 31, 2024 and
- -
March 31, 2023
Other income - -
Other expenses - 0
Net profit / (loss) - (0)
Proportion of the Group’s ownership - 49%
Group’s share of profit/ (loss) for the year - (0)
*For the period from April 01, 2022 to October 25, 2022
The Group had no contingent liabilities or capital commitments relating to its interest in Zomato Media WLL
as at March 31, 2023.
The carrying value of investment in the joint venture is Nil as the share of accumulated losses is higher than
the investment in joint venture, hence Group’s share of profit/ (loss) is not reported in consolidated financial
statements.
222
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Defined benefit
60 20 6 26 (3) (3) 0 - (11) - 72
obligation
Benefit
60 20 6 26 (3) (3) 0 - (11) - 72
Statutory Reports
liability
Changes in the defined benefit obligation as at March 31, 2023: (INR crores)
Description April 01, Gratuity cost charged to consolidated Remeasurements of the Exchange Contribution Benefits Liability March 31,
2022 statement of profit and loss defined benefit plans difference on by employer paid acquired 2023
translations on account
Service Net Sub-total Remeasurement Subtotal of foreign of business
Cost interest (recognized of defined recognized operations combination
expense in statement benefit in OCI
of profit and obligation
loss, refer
note 25)
Defined benefit
45 16 4 20 (4) (4) 1 - (12) 10 60
obligation
Benefit
45 16 4 20 (4) (4) 1 - (12) 10 60
223
Financial Statements: Consolidated
liability
Company Overview Statutory Reports Financial Statements: Consolidated
Due to its defined benefits plans, the Company is exposed to the following risks:
Changes in discount rate - A decrease in yield will increase plan liability and vice-versa.
Salary risk - An increase in the salary of the plan participants will increase the plan’s liability and vice-versa.
A quantitative sensitivity analysis for significant assumption is as shown below:
(INR crores)
Particulars Sensitivity As at As at
Level March 31, 2024 March 31, 2023
1% increase (3) (3)
Discount rate
1% decrease 3 4
1% increase 2 3
Future salary increase
1% decrease (2) (3)
10% increase (2) (2)
Attrition rates
10% decrease 2 2
The sensitivity analysis above have been determined based on a method that extrapolates the impact on
defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of
year.
The average remaining future service at the end of the reporting year is 14.73 - 29.22 years (March 31, 2023:
11.92 - 29.81 years).
The weighted average duration of defined benefit obligation, at the end of year is 2.39 - 7.35 years
(March 31, 2023: 3.62 - 17.21 years).
(INR crores)
Maturity analysis (the projection of gross payments) March 31, 2024 March 31, 2023
Less than one year 12 8
Year 1-2 11 9
Year 2-5 31 23
Over 5 year 42 54
(INR crores)
Remeasurement of defined benefit obligation recognized As at As at
in OCI March 31, 2024 March 31, 2023
224
Company Overview Statutory Reports Financial Statements: Consolidated
c) Compensated absence : The amount of the provision INR 45 crores (March 31, 2023: INR 60 crores)
A quantitative sensitivity analysis for significant assumption as at March 31, 2024 & March 31, 2023 are as
shown below:
(INR crores)
Particulars Sensitivity Level As at As at
March 31, 2024 March 31, 2023
1% increase (1) (3)
Discount rate
1% decrease 2 3
1% increase 1 3
Future salary increase
1% decrease (1) (3)
10% increase (1) (1)
Attrition rates
10% decrease 1 2
d) The principal assumptions used in determining gratuity obligations for the Group’s plan is shown below:
Particulars As at March 31, 2024 As at March 31, 2023
India UAE India UAE
Discount rate 6.9% - 7.3% 3.6% - 4.3% 7.2% - 7.4% 3.6%
Future salary increases #
13% - 15% 13% 13% - 15% 13%
Retirement age (years) 58 58 58-60 58
Mortality rates inclusive of provision for IAL2012-14Ult NLTUK2015-17 IAL2012-14Ult NLTUK2015-17
disability
Employee turnover (age)
Up to 30 Years 20%-30% 30% 20%-30% * 30%
Above 30 Years 25% 25% 25% 25%
# For the year ended March 31, 2024 future salary increases for Blink Commerce Private Limited (formerly known as Grofers India
Private Limited) is 15% ( March 31, 2023 : 15%).
* For the year ended March 31, 2024 employee turnover (age) in Zomato Hyperpure Private Limited : 30% (March 31, 2023 : 8%).
225
Company Overview Statutory Reports Financial Statements: Consolidated
34 Share-based payments
General Employee Share-option Plan (GESP):
The Foodie Bay Employee Stock Option Plan 2014 (“ESOP 2014”) was approved by the shareholders of the
Company on June 27, 2014 (last amendment was done by the Board of directors on February 10, 2022) for
granting aggregate 27,089 Employees stock options (“ESOPs/Option(s)”) of the Company. The Company
further increased number of Options by 5,364 under the ESOP 2014 at the extraordinary general meeting
of shareholders held on September 07, 2015 and 9,313 Options under the ESOP scheme at the extra
ordinary general meeting of shareholders held on March 04, 2016. The ESOP 2014 covers grant of Options
to the specified employees covered under ESOP 2014. Further, bonus issuance in the ratio 1:6699 to equity
shareholders was approved by the shareholders at their meeting held on April 05, 2021. Accordingly,
the number of shares that can be issued under the ESOP 2014 increased from 41,766 to 27,98,32,200.
The Zomato Employee Stock Option Plan 2018 (“ESOP 2018”) was approved by the shareholders of the
Company on October 22, 2018 (last amendment was done by the Board of directors on February 10, 2022)
for granting aggregate 30,150 Employees stock options (“ESOPs/Option(s)”) which were reduced to 18,135
Options vide Extraordinary General Meeting held on September 04, 2020. The ESOP 2018 covers grant of
Options to the specified employees covered under ESOP 2018. Further, bonus issuance in the ratio 1:6699 to
equity shareholders was approved by the shareholders at their meeting held on April 05, 2021. Accordingly,
the number of shares that can be issued under the ESOP 2018 increased from 18,135 to 12,15,04,500.
Zomato Employee Stock Option Plan 2021 (“ESOP 2021”) was approved by the shareholders of the Company on
April 05, 2021 (last amendment was done by the Board of directors on February 10, 2022) for grant aggregating
50,25,00,000 Employees stock option (“ESOPs/Option(s)”) of the Company. The ESOP 2021 covers grant of
Options to the specified employees covered under ESOP 2021.
Zomato Employee Stock Option Plan 2022 (“ESOP 2022”) was approved by the shareholders of the Company
through postal ballot on July 25, 2022, for grant aggregating 3,36,55,902 Employees stock option (“ESOPs/
Option(s)”) of the Company. The ESOP 2022 covers grant of Options to the specified employees covered under
ESOP 2022.
ESOP 2014
Outstanding at April 01 21,750 11,185 28,457 14,293
Granted during the year 5,642 1 2,195 1
Exercised during the year 7,464 14,033 5,889 13,286
Forfeited/expired during the year 1,686 120 3,013 84
Outstanding at the end of the year 18,242 12,237 21,750 11,185
Exercisable at the end of the year 10,747 38,558 14,678 27,885
226
Company Overview Statutory Reports Financial Statements: Consolidated
227
Company Overview Statutory Reports Financial Statements: Consolidated
The following tables list the inputs to the models used for the GESP plans for the year ended March 31, 2024
and March 31, 2023 (model used: Black Scholes valuation model)
228
Company Overview Statutory Reports Financial Statements: Consolidated
The following are the amounts recognised in statement of profit and loss:
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Depreciation expense of right-of-use assets 159 93
Interest on lease liabilities 67 41
Gain on termination of lease contracts (10) (8)
Total 216 126
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted
basis:
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Less than one year 235 160
One to five years 659 408
More than five years 62 21
Closing balance 956 589
The Group does not face a liquidity risk with regard to its lease liabilities as the current assets are sufficient
to meet the obligations related to lease liabilities as and when they fall due.
The weighted average incremental borrowing rate applied to lease liabilities is 11% (for Blink Commerce Private
Limited, till September 2023, the weighted average borrowing rate to lease liabilities is 15%.).
Rental expense recorded for short-term leases are INR 33 crores (March 31, 2023: INR 28 crores) and for low
value assets are INR 11 crores (March 31, 2023: INR 14 crores).The aggregate depreciation on right-of-use
assets has been included under depreciation and amortisation expense in the consolidated statement of
profit and loss.
229
Company Overview Statutory Reports Financial Statements: Consolidated
The carrying value and fair value of financial instruments by categories as at March 31, 2023 were
as follows:
(INR crores)
Particulars Amortised Fair value Fair value Total
cost through profit through other carrying
or loss comprehensive value
income
Assets:
Cash and cash equivalents (refer note 8) 218 - - 218
Bank balances other than cash and cash
799 - - 799
equivalents (refer note 9)
Investments (current) (refer note 6)
- Mutual funds - 3,537 - 3,537
-Government securities 948 - - 948
230
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars Amortised Fair value Fair value Total
cost through profit through other carrying
or loss comprehensive value
income
Investment (non-current) (refer note 5) (other than
in subsidiary)
- Equity instruments* - - 2,163 2,163
- Government securities 67 - - 67
- Debentures or bonds - - 50 50
Trade receivables (refer note 7) 457 - - 457
Loans (refer note 10) 0 - - 0
Other financial assets (refer note 11) 6,312 - - 6,312
Total 8,801 3,537 2,213 14,551
Liabilities:
Trade payables (refer note 17) 679 - - 679
Borrowings (refer note 16) 41 - - 41
Lease liabilities (refer note 35) 466 - - 466
Other financial liabilities (refer note 18) 315 - - 315
Total 1,501 - - 1,501
* The equity securities are not held for trading and the Group has made an irrevocable election at initial recognition to recognise
changes in fair value through OCI rather than profit or loss as these are strategic investments and the Group considered this to be
more relevant.
he following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring
T
basis as at March 31, 2024:
(INR crores)
Carrying Value Fair value measurement at end of
Particulars the reporting year using
Assets Level 1 Level 2 Level 3
Assets
Investments
- Mutual funds 1,167 1,167 - -
- Debentures or bonds 5,723 - 5,723 -
- Government securities 2,467 - 2,467 -
- Equity instruments 2,223 - - 2,223
231
Company Overview Statutory Reports Financial Statements: Consolidated
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a
recurring basis as at March 31, 2023:
(INR crores)
Carrying Value Fair value measurement at end of
Particulars the reporting period using
Assets Level 1 Level 2 Level 3
Assets
Investments
- Mutual funds 3,537 3,537 - -
- Debentures or bonds 50 - 50 -
- Equity instruments 2,163 - - 2,163
There were no transfers between Level 1 and Level 2 fair value measurements during the year ended
March 31, 2024 and March 31, 2023.
Fair value hierarchy of assets and liabilities measured at amortised cost:
(INR crores)
Carrying Value Fair value measurement at end of
Particulars the reporting year using
Assets Level 1 Level 2 Level 3
232
Company Overview Statutory Reports Financial Statements: Consolidated
iv) The investments in Government securities and debentures or bonds are valued by referring to market
inputs including quotes, trades, poll, primary issuances for securities and /or underlying securities
issued by the same or similar issuer for similar maturities and movement in benchmark security, etc.
v) The fair value of non-current other financial assets, long term borrowings and non-current other
financial liabilities is estimated by discounting future cash flows using current rates applicable to
instruments with similar terms, currency, credit risk and remaining maturities.
Significant unobservable inputs used in Level 3 fair value along with its sensitivity:
233
Company Overview Statutory Reports Financial Statements: Consolidated
Sensitivity analysis for the year ended March 31, 2023 is shown below:
Financial assets Significant unobservable % change Fair value
inputs significant change
unobservable inputs
Investment in Equity instruments Weighted average cost of (+) 5 (49)
capital (“WACC”) (-) 5 57
(Ranging from 15% to 60%)
Terminal Growth Rate (5%) (+) 5 5
(-) 5 (5)
Revenue multiple (+) 5 22
(Ranging from 1.2x to 6.6x) (-) 5 (23)
Risk management is carried out by senior management for cash and cash equivalent, trade receivable,
investments, deposits with banks, foreign currency risk exposure and liquidity risk.
Market risk
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. The Group ensures optimisation of cash
through fund planning and robust cash management practices.
234
Company Overview Statutory Reports Financial Statements: Consolidated
Investment in bank deposits and certain government securities are measured at amortised cost and
are fixed interest rate bearing instruments and hence not subject to interest rate volatility. The Group
also invests in mutual fund schemes of leading fund houses, such investments are susceptible to market
interest risks which may impact the return and value of such investments. However, given the relatively
short tenure of underlying portfolio of the mutual fund schemes in which the Group has invested, such
risk is not significant. Investments in debenture or bonds and certain government securities are subject to
interest rate risk which are fair valued through other comprehensive income to recognise market volatility.
Sensitivity analysis
The following table demonstrate the sensitivity to a reasonably possible change in interest rates:
(INR crores)
Financial asset Exposure % change in Change in fair value Change in fair value
input during the year ended during the year ended
March 31, 2024 March 31, 2023
Debenture or bonds 5,723 (+)1 (169) (1)
Government securities 2,467 (+)1 (102) -
A reduction in interest rates would have an equal and opposite effect on the Group’s financial statements.
he Group has established an allowance for impairment that represents its expected credit losses in respect
T
of trade and other receivables. The management uses a simplified approach for the purpose of computation
of expected credit loss for trade receivables and 12 months expected credit loss for other receivables, further
an impairment analysis is performed at each reporting date on an individual basis for major parties.
utstanding customer receivables are regularly and closely monitored. Basis historical trend, the Group
O
provides for any outstanding beyond 180 days. The trade receivables on the respective reporting dates are
net off the allowance which is sufficient to cover the entire lifetime loss of sales recognised including those
that are currently less than 180 days outstanding. The Group further assesses impairment of major parties
and provide for any outstanding before 180 days if they are credit impaired.
235
Company Overview Statutory Reports Financial Statements: Consolidated
he Group has made investments in government securities which carries sovereign rating and debenture or
T
bonds which are rated AAA; which do not have a default history.
he Group’s treasury maintains its cash and cash equivalents and deposits – with banks, financial and other
T
institutions, having a good reputation and past track record which are considered to carry a low credit risk.
Similarly, counterparties of the Company’s other receivables carry either negligible or very low credit risk.
Further, the Company reviews the creditworthiness of the counter-parties on the basis of its ratings and
financial strength for all the above assets on an ongoing basis and if required, takes necessary mitigation
measures.
he Group has established an allowance for impairment that represents its expected credit losses in respect
T
of investments in debt instruments. The management uses a 12 months expected credit loss approach after
taking into account the time value of money and other reasonable information available as a result of past
events, current conditions and forecasts of future economic conditions.
For trade receivable ageing, refer note 44.
Liquidity risk
Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time. The
Group has established an appropriate liquidity risk management framework for the management of the Group’s
short, medium and long-term funding and liquidity requirements.
he Group’s principal sources of liquidity are cash and cash equivalents. The Group manages liquidity risk
T
by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows and by
matching the maturity profiles of financial assets and liabilities. Accordingly, no liquidity risk is perceived.
The table below provides details regarding the contractual maturities of financial liabilities as at
March 31, 2024:
(INR crores)
Particulars Less than More than
1-5 years Total
1 year 5 years
Trade payables 886 - - 886
Lease liabilities (undiscounted value)
235 659 62 956
(refer note 35)
Borrowings - - - -
Other financial liabilities 644 3 647
236
Company Overview Statutory Reports Financial Statements: Consolidated
The table below provides details regarding the contractual maturities of financial liabilities as at
March 31, 2023:
(INR crores)
Particulars Less than More than
1-5 years Total
1 year 5 years
Trade payables 679 - - 679
Lease liabilities (undiscounted value)
160 408 21 589
(refer note 35)
Borrowings 35 6 - 41
Other financial liabilities 310 5 - 315
Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity shareholders of the parent. The primary objective of
the Group’s capital management is to maximise the shareholder value. As at March 31, 2024 the Group has no
debt, therefore, there are no externally imposed capital requirements.
Joint venture Zomato Media WLL (closed w.e.f. October 25, 2022)
Key management personnel Deepinder Goyal (Managing Director and Chief Executive Officer)
(“KMP”) Kaushik Dutta (Chairman and Independent Director)
Namita Gupta (Independent Director)
Douglas Lehman Feagin (Nominee director) (resigned as nominee director
w.e.f. February 09, 2023)
Sanjeev Bikhchandani (Nominee Director)
Gunjan Tilak Raj Soni (Independent Director)
Aparna Popat Ved (Independent Director)
Sutapa Banerjee (Independent Director)
Akshant Goyal (Chief Financial Officer)
Sandhya Sethia (Company Secretary)
237
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Remuneration to KMP
Salaries and other employee benefits (1) (2) 170 376 - - - - - - 170 376
Directors remuneration and sitting fees (3) 2 2 - - - - - - 2 2
Reimbursement of expenses (KMP) - 0 - - - - - - - 0
(1)
Remuneration to the key managerial personnel does not include the provisions made for gratuity and leave encashment, as they are determined on an actuarial basis for the Company as a whole.
(2)
Includes a charge of INR 169 crores (March 31, 2023 : INR 375 crores) towards share based payment expense. -
Company Overview
(3)
At year end March 31, 2024, remuneration and sitting fees payable to Directors is INR 0 crore ( March 31, 2023: INR 1 crore)
off investments
Zomato Media WLL - - - (0) - - - - - (0)
Interest on loan
ZMT Europe, LDA - - - - 0 0 - - 0 0
238
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Trade Payable
Sutapa Banerjee 0 - - - - - - - 0 -
239
Financial Statements: Consolidated
Company Overview Statutory Reports Financial Statements: Consolidated
38 Income Tax
(a) Major components of tax expense/(income):
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(b) Components of deferred tax assets / (liabilities) recognised in the Balance Sheet:
(INR crores)
Particulars For the year ended Amount For the year ended
March 31, 2023 recognised in March 31, 2024
profit and loss
(Gain)/loss
(i) Deferred tax liability relating to
temporary differences on business (249) (61) (188)
combination
(ii) Deferred tax assets - -
Deferred Tax assets/ (liabilities) (249) (61) (188)
240
Company Overview Statutory Reports Financial Statements: Consolidated
(c) Deductible temporary differences for which no deferred tax asset is recognised in the
Balance Sheet:
As at the year ended on March 31, 2024 and March 31, 2023, the Group is having deductible temporary
differences, brought forward losses and unabsorbed depreciation under the tax laws. However in the absence
of reasonable certainty of realization, deferred tax assets have not been created. The unused tax losses expire
upto 8 years.
(INR crores)
Particulars Expiry Date For the year ended For the year ended
March 31, 2024 March 31, 2023
39 Segment information:
Operating segments are defined as components of an enterprise for which discrete financial information is
available that is evaluated regularly by the chief operating decision maker (”CODM”), in deciding how to allocate
resources and assessing performance. The Group’s chief operating decision maker is the Managing Director
and Chief Executive Officer of the Company.
The Group’s reporting segments till June 30, 2023 were as follows:
3. Quick commerce
241
Company Overview Statutory Reports Financial Statements: Consolidated
Owing to changes in the information provided to the CODM, with effect from July 01, 2023, the Group has
identified “Going out” as a new operating and reportable segment, which was earlier presented as a part of
“All other segments”. Thus, the segments for the Group are now as follows:
3. Quick commerce
4. Going out
India food ordering and delivery comprises of online marketplace platform through which the Group facilitates
listing and online ordering of food items and delivery of these food items by connecting end users, restaurant
partners and independent delivery partner.
Hyperpure is our farm-to-fork supplies offering for restaurants in India and sale of items to businesses for
onward sales.
Quick commerce comprises of online marketplace platform (“Marketplace”) which enables listing of items
sold on the Marketplace by the sellers. End users are able to place orders of these listed items on the mobile
application which are delivered to their doorsteps within minutes. Quick commerce also includes warehousing
and ancillary services provided to the sellers on the Marketplace.
Going-out is a combination of our Dining-out and Zomato Live business verticals; Customers / end users use
our dining-out offering to search and discover restaurants, reserve tables, avail offers and make payments
while dining-out at restaurants. In our Zomato Live offering, customers can discover and book tickets through
our platform for various kinds of entertainment events including our Zomaland event.
The Group has combined and disclosed balancing number in all other segments which are not reportable.
Revenue and expenses directly attributable to segments are reported under each reportable segment.
Expenses which are not directly identifiable to any reporting segment have been allocated to respective
segments based on the number of orders, number of employees or gross market value as reviewed
by CODM.
Summarised segment information for the year ended March 31, 2024 and March 31, 2023 are as
follows:
(INR crores)
Particulars March 31, 2024 March 31, 2023
Revenue from operations (external customers)
India food ordering and delivery 6,361 4,533
Hyperpure supplies (B2B business) 3,172 1,506
Quick Commerce business 2,301 806
Going Out 258 171
All other segments (Residual) 22 63
Total 12,114 7,079
242
Company Overview Statutory Reports Financial Statements: Consolidated
(INR crores)
Particulars March 31, 2024 March 31, 2023
Information about major customers: No single customer represents 10% or more of the Group’s total revenue
for the year ended March 31, 2024 and March 31, 2023 respectively.
The Company has revenues primarily from customers domiciled in India and substantially all of the Company’s
non-current assets (other than financial instruments) are domiciled in India.
243
Company Overview Statutory Reports Financial Statements: Consolidated
244
Company Overview Statutory Reports Financial Statements: Consolidated
% Equity interest
Sr. Name of the Relationship Principal activities Country of March 31, 2024 March 31, 2023
No. Company incorporation
245
Company Overview Statutory Reports Financial Statements: Consolidated
% Equity interest
Sr. Name of the Relationship Principal activities Country of March 31, 2024 March 31, 2023
No. Company incorporation
(b) The Group has estimated amount of contract remaining to be executed on capital account not provided
for, net of advances as at March 31, 2024 is INR 79 crores (March 31, 2023: INR 20 crores).
(c) The Group has made long term strategic investments in certain subsidiary companies, which are in their
initial/developing stage of operation and would generate growth and returns over a period of time. These
subsidiaries/associates have incurred significant expenses for building the brand and market share which
have added to the losses of these entities. The parent has committed to provide support to each of its
subsidiaries in the event they are unable to meet their individual liabilities.
(a) In December 2023, the Company received Show Cause Notices (SCNs) from the GST authorities requiring
the Company to show cause why a tax liability of INR 420 crores along with the interest and penalty for
the period from October 29, 2019 to March 31, 2022 should not be demanded and recovered. The alleged
amount is calculated on the delivery charges collected by the Company from the end user on behalf of the
delivery partners. The Company, supported by the external independent expert’s advice, is of the view that
it has a strong case on merits.
(b) The Group has certain pending litigations pertains to consumer cases and other legal cases amounting to
INR 10 crores (March 31, 2023: INR 9 crores).
246
Company Overview Statutory Reports Financial Statements: Consolidated
(c) During the year ended March 31, 2022, the Company was served with a copy of a writ petition filed by the
Indian Federation of APP-Based Transport Workers (IFAT) and two others, which is in the nature of a public
interest litigation before the Hon’ ble Supreme Court of India. The writ petition has been filed against 5
ministries of the Union of India (i.e. Ministry of Labour and Employment, Ministry of commerce and Industry,
Ministry of Consumer Affairs, food and public distribution, Ministry of Road Transport and Highways,
Ministry of Electronic and Information Technology) and aggregators such as ANI Technologies Pvt Ltd (Ola),
Uber India Systems Pvt. Ltd. (Uber) and Bundl Technologies Pvt. Ltd. (Swiggy) and Zomato Limited have
been made a party to the writ petition. The petitioners have sought several alternative reliefs, including
a declaration to recognise app based/ gig workers as ‘workers’ under various labour/social legislations;
directions to the Government of India for promulgating schemes extending social security benefits to gig/
app based workers which schemes are yet to be formulated. At this stage, there is no specific obligation
that can be ascribed to the Company pending the Hon’ble Court’s final decision in the Writ Petition.
(d) During the year ended March 31, 2022, the Company received an order under Section 26(1) of the Competition
Act, 2002, under which the Hon’ble Competition Commission of India (CCI) initiated an investigation into
certain aspects of the Company’s business. The Company continues to work closely with the Hon’ble CCI
to assist them with their inquiry and explain to the Hon’ble CCI why all its practices are in compliance with
competition laws and do not have any adverse effect on competition in India.
Not yet Less than 1-2 years 2-3 years More than
due * 1 year 3 years
Micro enterprises and small 5 10 0 0 - 15
enterprises
Others 815 46 6 2 1 870
Disputed dues-others 1 - 0 - 0 1
Not yet Less than 1-2 years 2-3 years More than
due* 1 year 3 years
Micro enterprises and small 1 8 0 - - 9
enterprises
Others 593 69 4 3 1 670
Disputed dues-others - - - 0 - 0
* represents unbilled trade payables
247
Company Overview Statutory Reports Financial Statements: Consolidated
Projects in progress 18 - - - 18
248
Company Overview Statutory Reports Financial Statements: Consolidated
Projects in progress 7 - - - 7
There is no project whose completion is overdue or has exceeded its cost compared to its original plan
during the year.
46 D uring the year ended March 31, 2022, the Company completed initial public offer (IPO) of
1,23,35,52,631 equity shares of face value of INR 1 each at an issue price of INR 76 per share,
comprising fresh issue of 1,18,42,10,526 shares and offer for sale of 4,93,42,105 by Info Edge
(India) Limited (existing shareholder). Pursuant to the IPO, the equity shares of the Company were
listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on July 23, 2021.
The Company received an amount of INR 8,728 crores (net of IPO expenses of INR 272 crores) from
proceeds out of fresh issue of equity shares which were fully utilised during the previous financial
year ended March 31, 2023.
(INR crores)
Objects of the issue as per Amount to be Utilisation up to Unutilised
prospectus utilised as per March 31, 2023 as on
prospectus March 31, 2023
249
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
250
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
251
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
252
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
88 Chai Kahani Cafes And Services Private Limited Trade receivables Customer 0 0
89 Chef Style Grand Private Limited Trade receivables Customer 0 0
90 Convenant Ark Ventures Private Limited Trade receivables Customer 0 0
91 Crazy About Pizzaa Private Limited Trade receivables Customer - 0
92 Crispbread Confectioneries Private Limited Trade receivables Customer - 0
93 Crr Fnb Services Private Limited Trade receivables Customer 0 0
94 Ddoy Exports And Traders Private Limited Trade receivables Customer - 0
95 Deepforest Private Limited Trade receivables Customer 0 -
96 Deja Brew Cafe Private Limited Trade receivables Customer - 0
97 Dosursu Food Products Private Limited Trade receivables Customer - 0
98 Dsquare Foods Private Limited Trade receivables Customer 0 -
99 Fish N Chips Foods Private Limited Trade receivables Customer - 0
253
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
Private Limited
107 Internatural Food Products Private Limited Trade receivables Customer - 0
108 Kakka Buvva Foods Private Limited Trade receivables Customer 0 0
109 Kerman'S Hospitality Service Private Limited Trade receivables Customer 0 0
110 Khanabadosh India Private Limited Trade receivables Customer 0 -
111 Kripalu Enterprises (Opc) Private Limited Trade receivables Customer 0 0
112 Krsna Hospitality Private Limited Trade receivables Customer - 0
Statutory Reports
254
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
255
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Balance as at March 31, 2024 112% 22,775 391% 1,371 91% 50 350% 1,421
Balance as at March 31, 2023 107% 20,806 -12% 117 102% (101) -1% 16
256
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
257
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Limited)
Balance as at March 31, 2024 2% 468 -184% (645) 0% (0) -159% (645)
Balance as at March 31, 2023 2% 364 78% (754) -1% 1 70% (754)
Foreign
Pt Zomato Media Indonesia
(Indonesia)
Balance as at March 31, 2024 0% - 0% (0) 0% (0) 0% (0)
Statutory Reports
258
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
259
Financial Statements: Consolidated
260
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(Vietnam)
Balance as at March 31, 2024 0% - 0% - 0% - 0% -
Balance as at March 31, 2023 0% 0 0% (0) 0% 0 0% 0
Delivery 21 INC
Balance as at March 31, 2024 0% (14) 0% - 0% 0 0% 0
Balance as at March 31, 2023 0% (14) 0% 1 1% (1) 0% 0
261
Financial Statements: Consolidated
Notes to the Consolidated Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Subsidiaries
Balance as at March 31, 2024 0% (7) 0% - 0% (0) 0% (0)
Balance as at March 31, 2023 0% (7) 0% (0) 0% 0 0% -
Foreign
ZMT Europe, LDA.
Balance as at March 31, 2024 0% - 0% - 0% - 0% -
Balance as at March 31, 2023 0% - 0% (0) 0% - 0% (0)
Consolidation Adjustments
Balance as at March 31, 2024 -20% (3,992) -47% (163) 0% (0) -40% (163)
Balance as at March 31, 2023 -12% (2,299) 14% (136) 0% 0 13% (135)
Total
Balance as at March 31, 2024 100% 20,406 100% 351 100% 55 100% 406
Balance as at March 31, 2023 100% 19,453 100% (971) 100% (99) 100% (1,070)
262
Financial Statements: Consolidated
Company Overview Statutory Reports Financial Statements: Consolidated
49 The Ministry of Corporate Affairs (MCA) introduced certain requirements, where accounting softwares
used by the Parent Company and its subsidiaries Company’s should have a feature of recording audit trail of
each and every transaction (effective April 01, 2023). The Group has an IT environment which is adequately
governed with General Information Technology Controls (GITCs) for financial reporting process and the
parent and subsidiaries Company’s incorporated in India, has assessed all of its IT applications that are
relevant for maintaining books of accounts.
The parent and subsidiaries incorporated in India has used accounting software for maintaining its books
of account for the year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software,
except that:
· I n respect of certain inhouse developed software(s) and accounting software, the audit trail feature was
not enabled at the database level to log any direct changes to the database.
· I n respect of a software used for payroll processing and purchase records (implemented w.e.f August
17, 2023) in which the database is maintained by a third party software service provider, the Group is in
the discussion with a third party service provider to implement audit trail feature at database level.
The parent and subsidiaries company incorporated in India, has not noted any tampering of the audit trail
feature in respect of the software for which the audit trail feature was operating.
50 (a) No funds (which are material either individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Parent or any of the subsidiaries to or in any other person(s) or entity(is), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Parent or any of the subsidiaries (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) No funds (which are material either individually or in the aggregate) have been received by the
Parent or any of the subsidiaries from any person(s) or entity(is), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Parent or any
of the subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
51 Zomato Payment Private Limited (ZPPL) (a Subsidiary of the Company) has decided to voluntarily
surrender the certificate of authorization obtained by the ZPPL from the Reserve Bank of India (“RBI”) to
operate as an online payment aggregator under the Payment and Settlements Systems Act, 2007. Further,
it also decided to voluntarily surrender its application with the RBI (for which it previously received in-
principle authorization) to operate as an issuer of pre-paid payment instruments, under the Payment and
Settlement Systems Act, 2007 and the Master Direction on Prepaid Payment Instruments.However, the
other operations of ZPPL will continue.
52 Recent pronouncements:
(A) The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment
Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective for annual periods
beginning on or after April 01, 2023. The Company applied these amendments for the first-time.
263
Company Overview Statutory Reports Financial Statements: Consolidated
(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to
Ind AS 12
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no
longer applies to transactions that give rise to equal taxable and deductible temporary differences such
as leases. The Company previously recognised for deferred tax on leases on a net basis. As a result of
these amendments, the Company has recognised a separate deferred tax asset in relation to its lease
liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify
for offset as per the requirements of Ind AS 12, there is no impact in the balance sheet.
There are no standards that are notified and not yet effective as on the date.
264
Company Overview Statutory Reports Financial Statements: Standalone
In our opinion and to the best of our information and Emphasis of Matter
according to the explanations given to us and based We draw attention to Note 39 to the standalone
on the consideration of report of the other auditor on financial statements relating to the show cause
financial statements of Foodie Bay Employees ESOP notices (SCNs) received by the Company from GST
Trust (“trust”) referred to in the Other Matters section authorities in respect of GST on delivery charges. The
below the aforesaid standalone financial statements Company, supported by the external expert’s advice,
give the information required by the Companies Act, is of the view that, it has a strong case on merits.
2013 (“the Act”) in the manner so required and give Given the uncertainty involved, the ultimate outcome
a true and fair view in conformity with the Indian
will be ascertained on the disposal of above matter.
Accounting Standards prescribed under section 133
of the Act, read with the companies (Indian Accounting Our conclusion is not modified in respect of this
standards) Rules 2015, as amended (“Ind AS”) and matter.
other accounting principles generally accepted in
India, of the state of affairs of the Company as at Key Audit Matters
March 31, 2024 and its profit, total comprehensive Key audit matters are those matters that, in our
income, its cash flows and the changes in equity for professional judgment, were of most significance in
the year ended on that date. our audit of the standalone financial statements of
the current year. These matters were addressed in
Basis for Opinion the context of our audit of the standalone financial
We conducted our audit of the standalone financial statements as a whole and in forming our opinion
statements in accordance with the Standards on thereon and we do not provide a separate opinion
Auditing (“SAs”) specified under section 143(10) of on these matters, we have determined the matters
the Act. Our responsibilities under those Standards described below to be the key audit matters to be
are further described in the Auditor’s Responsibility communicated in our report.
265
Company Overview Statutory Reports Financial Statements: Standalone
266
Company Overview Statutory Reports Financial Statements: Standalone
267
Company Overview Statutory Reports Financial Statements: Standalone
Information Other than the Financial other irregularities; selection and application of
Statements and Auditor’s Report appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
Thereon
and design, implementation and maintenance of
• The Company’s Board of Directors is responsible adequate internal financial controls, that were
for the other information. The other information operating effectively for ensuring the accuracy and
comprises the information included in the Board’s completeness of the accounting records, relevant
report, but does not include the consolidated
to the preparation and presentation of the financial
financial statements, standalone financial
statements that give a true and fair view and are free
statements and our auditor’s report thereon. The
from material misstatement, whether due to fraud
Board report is expected to be made available to
or error.
us after the date of this auditor’s report.
In preparing the standalone financial statements,
• Our opinion on the standalone financial statements management and Board of Directors is responsible
does not cover the other information and we will for assessing the Company’s ability to continue as
not express any form of assurance conclusion a going concern, disclosing, as applicable, matters
thereon. related to going concern and using the going concern
• In connection with our audit of the standalone basis of accounting unless the Board of Directors
financial statements, our responsibility is to read either intend to liquidate the Company or to cease
the other information identified above when it operations, or has no realistic alternative but to do so.
becomes available and, in doing so, consider The Company’s Board of Directors are also responsible
whether the other information is materially for overseeing the Company’s financial reporting
inconsistent with the standalone financial process.
statements or our knowledge obtained during
the course of our audit or otherwise appears to Auditor’s Responsibility for the Audit of
be materially misstated. the Standalone Financial Statements
• When we read the Board’s report if we conclude Our objectives are to obtain reasonable assurance
that there is a material misstatement therein, we about whether the standalone financial statements
are required to communicate the matter to those as a whole are free from material misstatement,
charged with governance as required under SA whether due to fraud or error and to issue an
720 ‘The Auditor’s responsibilities Relating to auditor’s report that includes our opinion. Reasonable
Other Information’. assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance
Responsibilities of Management and with SAs will always detect a material misstatement
Those Charged with Governance for the when it exists. Misstatements can arise from fraud or
Standalone Financial Statements error and are considered material if, individually or in
The Company’s Board of Directors is responsible for the aggregate, they could reasonably be expected to
the matters stated in section 134(5) of the Act with influence the economic decisions of users taken on
respect to the preparation of these standalone the basis of these standalone financial statements.
financial statements that give a true and fair view As part of an audit in accordance with SAs, we exercise
of the financial position, financial performance professional judgment and maintain professional
including other comprehensive income, cash
skepticism throughout the audit. We also:
flows and changes in equity of the Company in
accordance with the accounting principles generally •
Identify and assess the risks of material
accepted in India, including Ind AS specified under misstatement of the standalone financial
section 133 of the Act. This responsibility also statements, whether due to fraud or error, design
includes maintenance of adequate accounting and perform audit procedures responsive to those
records in accordance with the provisions of the risks and obtain audit evidence that is sufficient
Act for safeguarding the assets of the Company and appropriate to provide a basis for our opinion.
and for preventing and detecting frauds and The risk of not detecting a material misstatement
268
Company Overview Statutory Reports Financial Statements: Standalone
resulting from fraud is higher than for one resulting been audited by other auditor remain responsible
from error, as fraud may involve collusion, forgery, for the direction, supervision and performance of
intentional omissions, misrepresentations or the the audits carried out by them. We remain solely
override of internal control. responsible for our audit opinion.
• Obtain an understanding of internal financial Materiality is the magnitude of misstatements in the
controls relevant to the audit in order to design standalone financial statements that, individually or
audit procedures that are appropriate in the in aggregate, makes it probable that the economic
circumstances. Under section 143(3)(i) of the Act, decisions of a reasonably knowledgeable user of the
we are also responsible for expressing our opinion standalone financial statements may be influenced.
on whether the Company has adequate internal We consider quantitative materiality and qualitative
financial controls with reference to standalone factors in (i) planning the scope of our audit work
financial statements in place and the operating and in evaluating the results of our work; and (ii) to
effectiveness of such controls. evaluate the effect of any identified misstatements
• Evaluate the appropriateness of accounting in the standalone financial statements.
policies used and the reasonableness of We communicate with those charged with governance
accounting estimates and related disclosures regarding, among other matters, the planned scope
made by the management. and timing of the audit and significant audit findings,
• Conclude on the appropriateness of management’s including any significant deficiencies in internal
use of the going concern basis of accounting and financial controls that we identify during our audit.
based on the audit evidence obtained, whether a We also provide those charged with governance with
material uncertainty exists related to events or a statement that we have complied with relevant
conditions that may cast significant doubt on the ethical requirements regarding independence and to
Company’s ability to continue as a going concern. communicate with them all relationships and other
If we conclude that a material uncertainty exists, matters that may reasonably be thought to bear on
we are required to draw attention in our auditor’s our independence and where applicable, related
report to the related disclosures in the standalone safeguards.
financial statements or if such disclosures are
inadequate, to modify our opinion. Our conclusions From the matters communicated with those charged
are based on the audit evidence obtained up to with governance, we determine those matters
the date of our auditor’s report. However, future that were of most significance in the audit of the
events or conditions may cause the Company to standalone financial statements of the current period
cease to continue as a going concern. and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
• Evaluate the overall presentation, structure and regulation precludes public disclosure about the
content of the standalone financial statements, matter or when, in extremely rare circumstances, we
including the disclosures and whether the determine that a matter should not be communicated
standalone financial statements represent the in our report because the adverse consequences of
underlying transactions and events in a manner doing so would reasonably be expected to outweigh
that achieves fair presentation. the public interest benefits of such communication.
• Obtain sufficient appropriate audit evidence
Other Matters
regarding the financial information of the
Company which include the trust to express an We did not audit the financial statements of trust
opinion on the standalone financial statements. included in the standalone financial statements of
We are responsible for the direction, supervision the Company whose financial statements reflect
and performance of the audit of the financial total assets of INR 25 crores as at March 31, 2024
statements of such entities included in the and total revenue of INR Nil for the year ended on
standalone financial statements of which we are that date, as considered in the standalone financial
the independent auditors. For the trust included in statements. The financial statements of trust have
the standalone financial statements, which have been audited by the other auditor whose reports
269
Company Overview Statutory Reports Financial Statements: Standalone
have been furnished to us by the management and to our separate Report in “Annexure A”. Our
our opinion in so far as it relates to the amounts and report expresses an unmodified opinion on
disclosures included in respect of the trust and our the adequacy and operating effectiveness of
report in terms of subsection (3) of Section 143 of the the Company’s internal financial controls with
Act, in so far as it relates to trust, is based solely on reference to standalone financial statements.
the report of such other auditor.
g) With respect to the other matters to be
Our opinion on the standalone financial statements included in the Auditor’s Report in accordance
and our report on Other Legal and Regulatory with the requirements of section 197(16)of the
Requirements below is not modified in respect of Act, as amended,
these matters.
In our opinion and to the best of our information
Report on Other Legal and Regulatory and according to the explanations given to us,
Requirements the remuneration paid by the Company to its
directors during the year is in accordance with
1. As required by Section 143(3) of the Act, based on
the provisions of section 197 of the Act.
our audit and on the consideration of the reports of
other auditor on the separate financial statement, h) The Modification relating to complying with
referred to in the Other Matters section above, we the requirements of audit trial is as stated in
report that: paragraph (b) above.
a)
We have sought and obtained all the i) With respect to the other matters to be
information and explanations which to the best included in the Auditor’s Report in accordance
of our knowledge and belief were necessary with Rule 11 of the Companies (Audit and
for the purposes of our audit. Auditors) Rules, 2014, as amended in our
opinion and to the best of our information and
b) In our opinion, except for not complying with
according to the explanations given to us:
requirements of Audit trail as stated in (i)(vi)
proper books of account as required by law i. The Company has disclosed the impact of
have been kept by the Company so far as it pending litigations on its financial position
appears from our examination of those books. in its standalone financial statements.
c) The Balance Sheet, the Statement of Profit and ii. The Company did not have any long-term
Loss including Other Comprehensive Income, contracts including derivative contracts
the Cash Flow Statement and Statement of for which there were any material
Changes in Equity dealt with by this Report foreseeable losses.
are in agreement with the relevant books of
iii. There has no amounts which were required
account.
to be transferred to the Investor Education
d) In our opinion, the aforesaid standalone and Protection Fund by the Company
financial statements comply with the Ind AS during the year March 31, 2024.
specified under Section 133 of the Act.
iv. (a) The Management has represented that,
e) On the basis of the written representations to the best of its knowledge and belief,
received from the directors as on as disclosed in the notes to the accounts
March 31, 2024 taken on record by the Board of no funds (which are material either
Directors, none of the directors is disqualified individually or in the aggregate) have
as on March 31, 2024 from being appointed as been advanced or loaned or invested
a director in terms of Section 164(2) of the Act. (either from borrowed funds or share
premium or any other sources or kind
f) With respect to the adequacy of the internal
of funds) by the Company to or in any
financial controls with reference to standalone
other person(s) or entity(ies), including
financial statements of the Company and the
foreign entities (“Intermediaries”),
operating effectiveness of such controls, refer
with the understanding, whether
270
Company Overview Statutory Reports Financial Statements: Standalone
271
Company Overview Statutory Reports Financial Statements: Standalone
Further, during the course of our audit, we did 2. As required by the Companies (Auditor’s Report)
not come across any instance of the audit trail Order, 2020 (“the Order”) issued by the Central
feature being tampered with in respect of the Government in terms of Section 143(11) of the Act,
accounting software for which the audit trail we give in “Annexure B” a statement on the matters
feature was operating. specified in paragraphs 3 and 4 of the Order.
As proviso to Rule 3(1) of the Companies For Deloitte Haskins & Sells
(Accounts) Rules, 2014 is applicable from Chartered Accountants
April 1, 2023 reporting under Rule 11 (g) of (Firm’s Registration No. 015125N)
the Companies (Audit and Auditors) Rules,
Sd/-
2014 on preservation of audit trail as per
Vikas Khurana
the statutory requirements for record
(Partner)
retention is not applicable for the year ended
Place: Gurugram (Membership No. 503760)
March 31, 2024.
Date: May 13, 2024 UDIN: 24503760BKFDGV2205
272
Company Overview Statutory Reports Financial Statements: Standalone
Report on the Internal Financial Guidance Note on Audit of Internal Financial Controls
Controls with reference to standalone Over Financial Reporting (the “Guidance Note”) issued
by the Institute of Chartered Accountants of India and
financial statements under Clause (i)
the Standards on Auditing prescribed under Section
of Sub-section 3 of Section 143 of the 143(10) of the Companies Act, 2013, to the extent
Companies Act, 2013 (“the Act”) applicable to an audit of internal financial controls
We have audited the internal financial controls with with reference to standalone financial statements.
reference to standalone financial statements of Those Standards and the Guidance Note require that
Zomato Limited (“the Company”) as at March 31, we comply with ethical requirements and plan and
2024 in conjunction with our audit of the standalone perform the audit to obtain reasonable assurance
financial statements of the Company for the year about whether adequate internal financial controls
ended on that date which includes internal financial with reference to standalone financial statements
controls with reference to standalone financial was established and maintained and if such controls
statements of the Company. operated effectively in all material respects.
273
Company Overview Statutory Reports Financial Statements: Standalone
process designed to provide reasonable assurance standalone financial statements to future periods are
regarding the reliability of financial reporting and subject to the risk that the internal financial control
the preparation of financial statements for external with reference to standalone financial statements
purposes in accordance with generally accepted may become inadequate because of changes in
accounting principles. A company’s internal financial conditions, or that the degree of compliance with the
control with reference to standalone financial policies or procedures may deteriorate.
statements includes those policies and procedures
that (1) pertain to the maintenance of records that, Opinion
in reasonable detail, accurately and fairly reflect In our opinion, to the best of our information and
the transactions and dispositions of the assets of according to the explanations given to us, the
the company; (2) provide reasonable assurance that Company has, in all material respects, an adequate
transactions are recorded as necessary to permit internal financial controls with reference to
preparation of financial statements in accordance standalone financial statements and such internal
with generally accepted accounting principles and financial controls with reference to standalone
that receipts and expenditures of the company are financial statements were operating effectively as at
being made only in accordance with authorisations March 31, 2024 based on the criteria for internal
of management and directors of the company; and (3) financial control with reference to standalone
provide reasonable assurance regarding prevention financial statements established by the Company
or timely detection of unauthorised acquisition, use considering the essential components of internal
or disposition of the company’s assets that could control stated in the Guidance Note on Audit of
have a material effect on the financial statements. Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants
Inherent Limitations of Internal Financial of India.
Controls with reference to standalone
financial statements For Deloitte Haskins & Sells
Chartered Accountants
Because of the inherent limitations of internal financial
(Firm’s Registration No. 015125N)
controls with reference to standalone financial
statements, including the possibility of collusion or Sd/-
improper management override of controls, material Vikas Khurana
misstatements due to error or fraud may occur and (Partner)
not be detected. Also, projections of any evaluation Place: Gurugram (Membership No. 503760)
of the internal financial controls with reference to Date: May 13, 2024 UDIN: 24503760BKFDGV2205
274
Company Overview Statutory Reports Financial Statements: Standalone
In terms of the information and explanations sought (f) No proceedings have been initiated during
by us and given by the Company and the books of the year or are pending against the Company
account and records examined by us in the normal as of March 31, 2024 for holding any benami
course of audit and to the best of our knowledge and property under the Benami Transactions
belief, we state that: (Prohibition) Act, 1988 (as amended in 2016)
(i) (a) The Company has maintained proper records and rules made thereunder.
showing full particulars, including quantitative
(ii) (a) The Company does not have any inventory
details and situation of Property, plant and
equipment and relevant details of right-of-use and hence reporting under clause (ii)(a) of the
assets. Order is not applicable.
(b) The Company has maintained proper records (b) According to the information and explanations
showing full particulars of intangible assets. given to us, at any point of time of the year,
the Company has not been sanctioned any
(c) The Company has a program of verification working capital facility from banks or financial
of property, plant and equipment and right- institutions and hence reporting under clause
to-use assets, as per which IT assets such (ii)(b) of the Order is not applicable.
as (Computers and telephone instrument)
are physically verified once in 2 years and all (iii) The Company has not provided any guarantee or
other assets including right of use assets are security and granted any advances in the nature
physically verified once in 3 years, which, in
of loans, secured or unsecured, to companies,
our opinion, is reasonable having regard to
firms, Limited Liability Partnerships or any other
the size of the Company and the nature of
its assets. Pursuant to the program, some of parties during the year. The Company has made
the IT assets were due for verification during investment in and granted secured/unsecured loans
the year and were physically verified by the to companies during the year, in respect of which:
Management during the year. According to the
information and explanations given to us, no (a) The Company has provided loans during the
material discrepancies were noticed on such year and details of which are given below:
verification. Particulars Loans
(INR in crores)
(d) The Company does not have any immovable
properties including right of use assets and A. Aggregate amount
hence reporting under clause (i)(d) of the Order granted / provided during
is not applicable. the year:
– Subsidiaries 0.1
(e) The Company has not revalued any of its – Others NIL
property, plant and equipment (including Right B. Balance outstanding as
of Use assets) and intangible assets during at balance sheet date in
the year. respect of above cases:
– Subsidiaries NIL
– Others NIL
275
Company Overview Statutory Reports Financial Statements: Standalone
(b) The investments made and conditions of complied with the provisions of section 186 of the
all above mentioned loans provided, during Companies Act, 2013 in respect of grant of loans
the year are, in our opinion, prima facie, not and making investments. The Company has not
prejudicial to the Company’s interest. granted any loans, made investments, or provided
guarantees under Section 185 of the Companies
(c) In respect of loans granted by the Company,
Act 2013.
the schedule of repayment of principal and
payment of interest has been stipulated (v) The Company has not accepted any deposit
and the repayments or receipts of principal or amounts which are deemed to be deposits.
amounts and interest have been regular as per Hence reporting under clause (v) of the Order is
stipulations. not applicable.
(d) In respect of loans granted by the Company, (vi) Having regard to the nature of the Company’s
there is no loan outstanding as at the balance business / activities, reporting under clause (vi)
sheet date. of the Order is not applicable.
(e) No loan or advance in the nature of loan (vii) In respect of statutory dues:
granted by the Company which has fallen due
during the year, has been renewed or extended (a) Undisputed statutory dues, including Goods
or fresh loans granted to settle the overdue of and Services tax, Income-tax, Employees’
existing loans given to the same parties. State Insurance Act, 1948, cess and other
material statutory dues applicable to the
(f) According to information and explanations Company have been regularly deposited
given to us and based on the audit procedures
by it with the appropriate authorities and
performed, the Company has not granted any
the company has generally been regular in
loans or advances in the nature of loans either
depositing provident fund and professional
repayable on demand or without specifying
tax to the appropriate authorities. We have
any terms or period of repayment during the
been informed that the provisions of the
year. Hence, reporting under clause (iii)(f) is
Service Tax, Sales Tax, duty of Excise, duty of
not applicable.
Customs, Value Added Tax are not applicable
(iv) In our opinion and according to the information to the Company.
and explanations given to us, the Company has
There were no material undisputed amounts payable in respect of Goods and Services tax, Professional
tax, Provident Fund, Employees’ State Insurance Act, 1948, Income-tax, cess and other material
statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they
became payable.
(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March
31,2024 on account of disputes are given below:
Name of Statute Nature of Dues Amount Period to which Forum where dispute is
(INR in the Amount pending
crores)* Relates
Finance act 1994 Service tax 184 October 2014 - Commissioner, Central
June 2017 Tax, GST Delhi
Goods and Services Goods & Service 2 July 2017 - March Joint Commissioner
Tax Act 2017 Tax 2018 Appeals, Karnataka
276
Company Overview Statutory Reports Financial Statements: Standalone
Name of Statute Nature of Dues Amount Period to which Forum where dispute is
(INR in the Amount pending
crores)* Relates
Goods and Services Goods & Service 12 FY 2018-2021 Additional
Tax Act 2017 Tax Commissioner, CGST
Gurugram
Goods and Services Goods & Service 2 July 2017 - March Joint Commissioner
Tax Act 2017 Tax 2018 Appeals, Delhi
Goods and Services Goods & Service 1 April 2020 - Nov Joint Commissioner
Tax Act 2017 Tax 2022 Appeals, Tamil Nadu
(viii) There were no transactions relating to previously (d) As informed to us, the company has not raised
unrecorded income that were surrendered or any money as short-term fund. Hence, reporting
disclosed as income in the tax assessment under under clause (ix)(d) of the Order is not applicable.
the Income Tax Act, 1956 (43 of 1961) during the
year. (e)
On an overall examination of the financial
statements of the Company, the Company has
(ix) (a) The Company has not taken any loans or other not taken any funds from any entity or person
borrowings from any lender. Hence reporting on account of or to meet the obligations of its
under clause (ix)(a) of the Order is not applicable subsidiary & associate.
to the Company.
(f) The Company has not raised any loans during the
(b) The Company has not been declared willful year and hence reporting on clause (ix)(f) of the
defaulter by any bank or financial institution or Order is not applicable.
government or any government authority.
(x) (a) The Company has not raised moneys by way of
(c) The Company has not taken any term loan during further public offer (including debt instruments)
the year and there are no unutilized term loans during the year.
at the beginning of the year and hence, reporting
under clause (ix)(c) of the Order is not applicable.
277
Company Overview Statutory Reports Financial Statements: Standalone
(b) During the year the Company has not made any (xiv) (a) In our opinion the Company has an adequate
preferential allotment or private placement internal audit system commensurate with the
of shares or convertible debentures (fully or size and the nature of its business.
partly or optionally). In regard to the private
placement of shares made till March 31, 2021 (b)
We have considered, the internal audit
we report that out of some part of unutilised reports issued to the Company during the
funds at the beginning of the year, Prima- year and covering the period from April 2023
facie have been utilised during the year for the to December 2023 as per plan of the Company
purpose for which they were raised and some for the period under audit.
portion of the amount raised which remain
unutilised during the year, have been invested in (xv) In our opinion, during the year the Company has
mutual funds/ Government securities / Bonds not entered into any non-cash transactions
and bank deposits as on March 31, 2024. with its directors or persons connected with its
directors and hence provisions of section 192 of
(xi) (a) To the best of our knowledge, no fraud by the the Companies Act, 2013 are not applicable to the
company and no material fraud on the Company Company.
has been noticed or reported during the year.
(xvi) The Company is not required to be registered
(b) To the best of our knowledge, no report under under section 45-IA of the Reserve Bank of India
sub-section (12) of section 143 of the Companies Act, 1934. Hence, reporting under clause (xvi)(a),
Act has been filed in Form ADT-4 as prescribed (b) and (c) of the Order is not applicable.
under rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government, during With respect to the Indian entities, the Group
the year and upto the date of this report. does not have any CIC as part of the Group and
accordingly reporting under clause (xvi)(d) of the
(c) We have taken into consideration the whistle Order is not applicable.
blower complaints received by the Company
during the year. (xvii) The Company has not incurred cash losses during
the financial year covered by our audit and the
(xii) The Company is not a Nidhi Company and hence immediately preceding financial year.
reporting under clause (xii) of the Order is not
applicable. (xviii) There has been no resignation of the statutory
auditors of the Company during the year.
(xiii) In our opinion, the Company is in compliance with
Section 177 and 188 of the Companies Act, where (xix) On the basis of the financial ratios, ageing and
applicable, for all transactions with the related expected dates of realization of financial assets and
parties and the details of related party transactions payment of financial liabilities, other information
have been disclosed in the financial statements accompanying the financial statements and
etc. as required by the applicable accounting our knowledge of the Board of Directors and
standards. Management plans and based on our examination
of the evidence supporting the assumptions,
nothing has come to our attention, which causes
278
Company Overview Statutory Reports Financial Statements: Standalone
us to believe that any material uncertainty exists (xx) The company has incurred average net loss in the
as on the date of the audit report indicating that period of three immediately preceding financial
Company is not capable of meeting its liabilities years and hence, it is not required to spend any
existing at the date of balance sheet as and when money under sub-section (5) of section 135 of the
they fall due within a period of one year from the Act. Accordingly, reporting under clause (xx) of the
balance sheet date. We, however, state that this Order is not applicable to the Company for the year.
is not an assurance as to the future viability of
the Company. We further state that our reporting For Deloitte Haskins & Sells
is based on the facts up to the date of the audit Chartered Accountants
report and we neither give any guarantee nor any (Firm’s Registration No. 015125N)
assurance that all liabilities falling due within a Sd/-
period of one year from the balance sheet date, will Vikas Khurana
get discharged by the Company as and when they (Partner)
fall due. Place: Gurugram (Membership No. 503760)
Date: May 13, 2024 UDIN: 24503760BKFDGV2205
279
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars Note As at As at
March 31, 2024 March 31, 2023
Assets
Non-current assets
Property, plant and equipment 3 62 59
Right-of-use assets 32 123 134
Goodwill 4 1,209 1,209
Other intangible assets 4 4 0
Financial assets
Investments 5 18,445 8,862
Loans 10 - 958
Other financial assets 11 717 1,863
Tax assets (net) 12 176 96
Other non-current assets 13 42 2
Total non-current assets 20,778 13,183
Current assets
Inventories 14 - 0
Financial assets
Investments 6 927 3,832
Trade receivables 7 69 62
Cash and cash equivalents 8 181 123
Bank balances other than cash and cash equivalents 9 278 276
Other financial assets 11 2,015 4,400
Other current assets 13 77 51
Total current assets 3,547 8,744
Total assets 24,325 21,927
Equity
Equity share capital 15(a) 868 836
Other equity 15(b) 21,907 19,970
Total equity 22,775 20,806
Liabilities
Non-current liabilities
Financial liabilities
Lease liabilities 32 107 126
Provisions 19 49 57
Total non-current liabilities 156 183
280
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars Note As at As at
March 31, 2024 March 31, 2023
Current liabilities
Financial liabilities
Lease liabilities 32 42 31
Trade payables 16
a. total outstanding dues of micro enterprises and small
5 3
enterprises
b. total outstanding dues of creditors other than micro
476 363
enterprises and small enterprises
Other financial liabilities 17 547 289
Other current liabilities 18 304 230
Provisions 19 20 22
Total current liabilities 1,394 938
Total liabilities 1,550 1,121
The accompanying notes are an integral part of the standalone financial statements.
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
(Chief Financial Officer) (Company Secretary)
(PAN No. AIVPG9914G) (A-29579)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
281
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars Note For the year ended For the year ended
March 31, 2024 March 31, 2023
Income
Revenue from operations 20 6,622 4,707
Other income 21 920 800
Total income (I) 7,542 5,507
Expenses
Purchases of stock-in-trade 22 5 1
Changes in inventories of stock-in-trade 23 0 (0)
Employee benefits expense 24 965 1,117
Finance costs 25 18 16
Depreciation and amortisation expenses 26 73 140
Other expenses 27 5,070 4,116
Total expenses (II) 6,131 5,390
Profit before exceptional items and tax (III= I-II) 1,411 117
Exceptional items (IV) 28 39 -
Profit before tax (V= III-IV) 1,372 117
Tax expense : 35
Current tax 1 0
Deferred tax - -
Total tax expense (VI) 1 0
Profit for the year (VII= V-VI) 1,371 117
282
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars Note For the year ended For the year ended
March 31, 2024 March 31, 2023
(b) Items that will be reclassified to profit or loss:
(i) Exchange differences on translation of foreign
1 8
operations
(ii) Debt instruments through other comprehensive
(8) 0
income
(iii) Income tax relating to above - -
Subtotal (IX) (7) 8
Other comprehensive income / (loss) for the year
50 (101)
(X=VIII+IX)
Total comprehensive income for the year (XI = VII+X) 1,421 16
The accompanying notes are an integral part of the standalone financial statements.
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
(Chief Financial Officer) (Company Secretary)
(PAN No. AIVPG9914G) (A-29579)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
283
Standalone Statement of Change in Equity
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
options
As at March 31, 2024 8,81,97,83,744 882 13,95,28,706 14 8,68,02,55,038 868
Equity shares of INR 1 each issued, subscribed and fully paid Number (INR crores) Number (INR crores) Number (INR crores)
As at April 01, 2022 7,87,19,32,776 787 22,89,92,198 23 7,64,29,40,578 764
Add: shares issued during the year (refer note 40) 62,85,30,012 63 - - 62,85,30,012 63
Add : bonus shares issued during the year (pursuant to exercise of 1,28,41,983 1 - - 1,28,41,983 1
employee stock options)
Add: shares issued on exercise of employee stock options 4,02,04,999 4 - - 4,02,04,999 4
Less: shares issued by ESOP Trust on exercise of employee stock - - (3,94,57,841) (4) 3,94,57,841 4
options
As at March 31, 2023 8,55,35,09,770 855 18,95,34,357 19 8,36,39,75,413 836
284
Financial Statements: Standalone
Standalone Statement of Change in Equity
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
B. Other equity
For the year ended March 31, 2024 (INR crores)
Description Other equity Total
Capital reserve Share-based Securities Retained Treasury Business Equity Debt instruments Foreign Remeasurements
payment premium earnings shares transfer instruments through other currency of the defined
reserve adjustment through other comprehensive translation benefit plans
reserve comprehensive income reserve
income
285
Financial Statements: Standalone
Standalone Statement of Change in Equity (Contd.)
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
B. Other equity
For the year ended March 31, 2023 (INR crores)
Description Other equity Total
Capital Share-based Securities Retained Treasury Business Equity Debt instruments Foreign Remeasurements
reserve payment premium earnings shares transfer instruments through other currency of the defined
reserve adjustment through other comprehensive translation benefit plans
reserve comprehensive income reserve
income
286
Financial Statements: Standalone
Standalone Statement of Change in Equity (Contd.)
for the year ended March 31, 2023
CIN : L93030DL2010PLC198141
B. Other equity
(INR crores)
Description Other equity Total
Capital Share-based Securities Retained Treasury Business Equity Debt instruments Foreign Remeasurements
reserve payment premium earnings shares transfer instruments through other currency of the defined
reserve adjustment through other comprehensive translation benefit plans
reserve comprehensive income reserve
income
The accompanying notes are an integral part of the standalone financial statements.
Chartered Accountants
Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
287
Financial Statements: Standalone
Company Overview Statutory Reports Financial Statements: Standalone
(INR crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
A) Cash flows from operating activities
Profit before tax 1,372 117
Adjustment to reconcile profit before tax to net cash
flows
Liabilities written back (4) (10)
Depreciation on property, plant and equipment and
72 60
depreciation on right-of-use assets
Amortisation on intangible assets 1 80
Provision for doubtful debts and advances 50 13
Net gain on mutual funds (80) (79)
Provision/(reversal) for impairment in value of investment
39 -
in subsidiaries
Gain on termination of lease contracts (1) (3)
Interest income on government securities (107) (67)
Interest income on debentures or bonds (320) (0)
Amortisation of premium / (discount) on government
(41) 14
securities
Amortisation of premium / (discount) on bonds 0 -
Share based payment expense 322 455
Interest expense 0 -
Profit on sale of property, plant and equipment (net) (1) (1)
Interest on lease liabilities 16 14
Interest income on bank deposits and others (186) (560)
Interest income on income tax refund - (4)
Gain on disposal of investment (6) -
Operating profit before working capital changes 1,126 29
Movements in working capital :
- Trade receivables (13) 104
- Other financial assets (17) (168)
- Other assets (73) 14
- Inventory 0 (0)
- Other financial liabilities 257 253
- Provisions (13) 11
- Other liabilities 78 33
- Trade payables 115 (25)
Cash generated from operations 1,460 251
Income taxes refund / (paid) (net) (81) (27)
Net cash generated from operating activities (A) 1,379 224
288
Company Overview Statutory Reports Financial Statements: Standalone
(INR crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
B) Cash flows from investing activities
Purchase of property, plant and equipment (including
capital work in progress, capital advances and capital (38) (58)
creditors)
Proceeds from sale of property, plant and equipment 1 1
Investments in bank deposits (having maturity of more than
(1,368) (4,386)
3 months)
Proceeds from maturity of bank deposits (having maturity
5,185 8,150
of more than 3 months)
Proceeds from redemption of mutual fund units 23,145 9,555
Investment in mutual fund units (20,995) (10,760)
Investment in government securities (2,420) (565)
Proceeds from maturity of government securities 935 -
Investment in debentures or bonds (5,772) (50)
Loan given (0) (1,008)
Loan received back 958 425
Investment in subsidiaries (1,537) (2,278)
Disposal of investment in subsidiary company 6 -
Interest received 599 592
Net cash generated from / (used in) investing activities (B) (1,301) (382)
289
Company Overview Statutory Reports Financial Statements: Standalone
(INR crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
The accompanying notes are an integral part of the standalone financial statements.
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
(Chief Financial Officer) (Company Secretary)
(PAN No. AIVPG9914G) (A-29579)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
290
Company Overview Statutory Reports Financial Statements: Standalone
291
Company Overview Statutory Reports Financial Statements: Standalone
ii. Business combinations and goodwill • Held primarily for the purpose of trading;
Business combinations are accounted as follows:
• Expected to be realised within twelve months
Business combinations (other than common control after the reporting year, or
business combinations) - Acquisition Method • Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
The cost of an acquisition is measured as the
least twelve months after the reporting year.
aggregate of the consideration transferred measured
at acquisition date fair value and the amount of any All other assets are classified as non-current.
non-controlling interests in the acquiree.
A liability is current when:
At the acquisition date, the identifiable assets
• It is expected to be settled in normal operating
acquired and the liabilities assumed are recognised
cycle
at their acquisition date fair values (except certain
assets and liabilities which are required to be • It is held primarily for the purpose of trading
measured as per the applicable standard). For this
purpose, the liabilities assumed include contingent • It is due to be settled within twelve months after
liabilities representing present obligation and they are the reporting year, or
measured at their acquisition fair values irrespective • There is no unconditional right to defer the
of the fact that outflow of resources embodying settlement of the liability for at least twelve
economic benefits is not probable. months after the reporting year.
For each business combination, the Company elects The Company classifies all other liabilities as non-
whether to measure the non-controlling interests current.
in the acquiree at fair value or at the proportionate
share of the acquiree’s identifiable net assets. Deferred tax assets and liabilities are classified as
non-current assets and liabilities.
Acquisition-related costs are expensed as incurred.
The operating cycle is the time between the acquisition
When the Company acquires a business, it assesses of assets for processing and their realisation in cash
the financial assets and liabilities assumed for and cash equivalents. The Company has identified
appropriate classification and designation in twelve months as its operating cycle.
accordance with the contractual terms, economic iv. Foreign currencies
circumstances and pertinent conditions as at the The Company’s standalone financial statements are
acquisition date. presented in Indian rupees, which is the Company’s
functional currency.
iii. Current versus non-current classification
The Company presents assets and liabilities in The financial statements of each of the foreign
the balance sheet based on current/ non-current operations (‘branches’) are measured using the
classification. An asset is treated as current when currency of the primary economic environment in
it is: which the branches forming part of Company operates
(“functional currency”). The functional currency is
• Expected to be realised or intended to be sold or
normally the currency in which the foreign branches
consumed in normal operating cycle;
primarily generate and spends cash.
292
Company Overview Statutory Reports Financial Statements: Standalone
Transactions and balances • In the absence of a principal market, in the most
Transactions in foreign currencies are initially advantageous market for the asset or liability.
recorded in the functional currencies using the spot
The principal or the most advantageous market must
rates at the date when the transaction first qualifies
be accessible by the Company.
for recognition. However, for practical reasons,
the Company uses an average rate if the average The fair value of an asset or a liability is measured
approximates the actual rate at the date of the using the assumptions that market participants
transaction. would use when pricing the asset or liability, assuming
that market participants act in their economic best
Monetary assets and liabilities denominated in foreign interest.
currencies are translated at the functional currency
spot rates of exchange at the reporting date. A fair value measurement of a non-financial asset
takes into account a market participant’s ability to
Exchange differences arising on settlement or generate economic benefits by using the asset in its
translation of monetary items are recognised in profit highest and best use or by selling it to another market
or loss. participant that would use the asset in its highest and
best use.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated The Company uses valuation techniques that are
using the exchange rates at the dates of the initial appropriate in the circumstances and for which
transactions. sufficient data are available to measure fair value,
maximizing the use of relevant observable inputs and
Foreign Operations (‘branches’) minimizing the use of unobservable inputs.
On consolidation, the assets and liabilities of foreign
All assets and liabilities for which fair value is
operations are translated into Indian rupees at the
measured or disclosed in the standalone financial
rate of exchange prevailing at the reporting date
statements are categorised within the fair value
and their statements of profit or loss are translated
hierarchy, described as follows, based on the
at exchange rates prevailing at the dates of the
lowest level input that is significant to the fair value
transactions. For practical reasons, the Company
measurement as a whole:
uses an average rate to translate income and
expense items. The exchange differences arising on • Level 1: Quoted (unadjusted) market prices in
translation for consolidation are recognised in OCI. active markets for identical assets or liabilities.
On disposal of a foreign operation, the component of • Level 2: Valuation techniques for which the lowest
OCI relating to that foreign operation is recognised in level input that is significant to the fair value
profit or loss. measurement is directly or indirectly observable.
v. Fair value measurement • Level 3: Valuation techniques for which the lowest
Fair value is the price that would be received to sell level input that is significant to the fair value
an asset or paid to transfer a liability in an orderly measurement is unobservable.
transaction between market participants at the For assets and liabilities that are recognized in the
measurement date. The fair value measurement is standalone financial statements on a recurring
based on the presumption that the transaction to sell basis, the Company determines whether transfers
the asset or transfer the liability takes place either: have occurred between levels in the hierarchy by re-
• In the principal market for the asset or liability, or assessing categorization (based on the lowest level
293
Company Overview Statutory Reports Financial Statements: Standalone
input that is significant to the fair value measurement Improvements to leasehold assets not owned by
as a whole) at the end of each reporting year. the Company are amortized over the lease year
or estimated useful life of such improvements,
For the purpose of fair value disclosures, the Company
whichever is lower.
has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of The management has estimated the useful lives and
the asset or liability and the level of the fair value residual values of all property, plant and equipment
hierarchy as explained above. and adopted useful lives based on management’s
vi. Property, plant and equipment technical assessment of their respective economic
Property, plant and equipment (“PPE”) are stated at useful lives. The residual values, useful lives and
cost, less accumulated depreciation and accumulated methods of depreciation of property, plant and
impairment loss, if any. Such cost includes the equipment are reviewed at each financial year end
expenditure directly attributable to bringing the and adjusted prospectively (if any).
asset to the location and condition necessary for it
Depreciation on the assets purchased during the
to be capable of operating in the manner intended by
year is provided on pro-rata basis from the date of
management.
purchase of the assets. Individual assets costing
Subsequent costs on a PPE are included in the asset’s less than INR 5,000 are fully depreciated in the year
carrying amount only when it is probable that future of purchase.
economic benefits associated with the item will
flow to the Company and the cost of the item can An item of property, plant and equipment and any
be measured reliably. The carrying amount of any significant part initially recognized is derecognised
component accounted for as a separate asset is upon disposal or when no future economic benefits
derecognised when replaced. Rest of the subsequent are expected from its use or disposal. Any gain or loss
costs are charged to the statement of profit and loss arising on derecognition of the asset (calculated as
in the reporting period in which they are incurred. the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the
Capital work in progress is stated at cost, net of income statement when the asset is derecognized.
accumulated impairment loss, if any.
vii. Goodwill and other intangible assets
Depreciation on all property plant and equipment Goodwill represents the cost of acquired business as
are provided on a straight-line method based on the established at the date of acquisition of the business
estimated useful life of the asset, which is as follows: in excess of the acquirer’s interest in the net fair value
Property, plant and Useful Useful lives of the identifiable assets, liabilities and contingent
equipment lives as per estimated by liabilities less accumulated impairment losses, if any.
Schedule II management Goodwill is tested for impairment annually or when
events or circumstances indicate that the implied fair
Air Conditioner 5 years 3 years
value of goodwill is less than the carrying amount.
Electrical Equipment’s 10 years 3 years
Furniture & Fittings 10 years 3 years Intangible assets acquired separately are measured
Computers 3 years 2 years on initial recognition at cost. The cost of intangible
Motor Vehicles 8 years 8 years assets acquired in a business combination is their fair
value at the date of acquisition.
Telephone Instruments 5 years 2 years
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Company Overview Statutory Reports Financial Statements: Standalone
Following initial recognition, intangible assets are Non-compete which are amortized on a straight-
carried at cost less any accumulated amortization and line basis over their estimated useful life which is as
accumulated impairment losses. Internally generated follows:
intangibles, excluding capitalized development costs,
Nature of Assets Life
are not capitalized and the related expenditure is
reflected in profit or loss in the year in which the Brand 2 -3 years
expenditure is incurred. Technology platform 5 years
Trademarks 5 years
The useful lives of intangible assets are assessed as
Non-Compete 3 years
either finite or indefinite.
The amortization year and method are reviewed
Software and websites (other than those acquired in at least at each financial year end. If the expected
business combination) with finite lives are amortized useful life of the asset is significantly different from
on a straight-line basis over the estimated useful previous estimates, the amortization year is changed
economic life being 1-3 years. All Intangible assets accordingly.
(other than goodwill) are assessed for impairment
whenever there is an indication that the intangible viii. Leases
asset may be impaired. The useful life and the he Company assesses at contract inception whether
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amortization method for an intangible asset with a contract is, or contains, a lease. That is, if the
a finite useful life are reviewed at least at the end contract conveys the right to control the use of an
of each reporting year. Changes in the expected identified asset for a year of time in exchange for
useful life or the expected pattern of consumption consideration.
of future economic benefits embodied in the asset
are considered to modify the amortization year or Company as a lessee
method, as appropriate and are treated as changes in The Company applies a single recognition and
accounting estimates. The amortization expense on measurement approach for all leases, except for
intangible assets with finite lives is recognized in the short-term leases and leases of low-value assets. The
statement of profit and loss unless such expenditure Company recognizes lease liabilities to make lease
forms part of carrying value of another asset. payments and right-of-use assets representing the
right to use the underlying assets.
An intangible asset is derecognized upon disposal
(i.e., at the date the recipient obtains control) or Right-of-use assets
when no future economic benefits are expected from The Company recognizes right-of-use assets at the
its use or disposal. Any gains or losses arising from commencement date of the lease (i.e., the date the
derecognition of an intangible asset are measured as underlying asset is available for use). Right-of-use
the difference between the net disposal proceeds and assets are measured at cost, less any accumulated
the carrying amount of the asset and are recognized depreciation and accumulated impairment losses and
in the statement of profit or loss when the asset is adjusted for any remeasurement of lease liabilities.
derecognized. The cost of right-of-use assets includes the amount
of lease liabilities recognized, initial direct costs
Intangible assets acquired in business combination, incurred and lease payments made at or before
include brand, technology platform, trademarks and the commencement date less any lease incentives
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Company Overview Statutory Reports Financial Statements: Standalone
received. Right-of-use assets are depreciated on a In addition, the carrying amount of lease liabilities
straight-line basis over the shorter of the lease term is remeasured if there is a modification, a change in
and the estimated useful lives of the assets. The the lease term, a change in the lease payments (e.g.,
Company has lease contracts for office premises changes to future payments resulting from a change
having a lease term ranging from 1-9 years. in an index or rate used to determine such lease
payments) or a change in the assessment of an option
If ownership of the leased asset transfers to to purchase the underlying asset.
the Company at the end of the lease term or the
cost reflects the exercise of a purchase option, Short-term leases and leases of low-value assets
depreciation is calculated using the estimated useful The Company applies the short-term lease recognition
life of the asset. exemption to its short-term leases of machinery and
equipment (i.e., those leases that have a lease term of
The right-of-use assets are also subject to 12 months or less from the commencement date and
impairment. Refer to the accounting policies in do not contain a purchase option). It also applies the
section (xvii) Impairment of non-financial assets. lease of low-value assets recognition exemption to
leases of office equipment that are considered to be
Lease liabilities low value. Lease payments on short-term leases and
At the commencement date of the lease, the Company leases of low-value assets are recognized as expense
recognizes lease liabilities measured at the present on a straight-line basis over the lease term.
value of lease payments to be made over the lease
term. The lease payments include fixed payments ix. Inventories
(including in substance fixed payments) less any lease Inventories are valued at lower of cost and net
incentives receivable, variable lease payments that realisable value. Cost is determined on first in first
depend on an index or a rate and amounts expected out basis. Inventory cost includes purchase price
to be paid under residual value guarantees. The lease and other directly attributable costs (such as taxes
payments also include the exercise price of a purchase other than those subsequently recovered from the
option reasonably certain to be exercised by the tax authorities), freight inward and other related
Company and payments of penalties for terminating incidental expenses incurred in bringing the inventory
the lease, if the lease term reflects the Company to its present condition and location.
exercising the option to terminate. Variable lease
Net realisable value is the estimated selling price in
payments that do not depend on an index or a rate
the ordinary course of business less estimated cost
are recognized as expenses (unless they are incurred
necessary to make the sale.
to produce inventories) in the year in which the event
or condition that triggers the payment occurs. x. Revenue recognition
The Company generates revenue from online food
In calculating the present value of lease payments, delivery transactions, advertisements, subscriptions,
the Company uses its incremental borrowing rate at sale of traded goods and other platform services.
the lease commencement date because the interest
rate implicit in the lease is not readily determinable. Revenue towards satisfaction of a performance
After the commencement date, the amount of lease obligation is measured at the amount of transaction
liabilities is increased to reflect the accretion of price (net of variable consideration) allocated towards
interest and reduced for the lease payments made. that performance obligation. The transaction price
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Company Overview Statutory Reports Financial Statements: Standalone
of goods sold and services rendered is net of any service provided. The Company has concluded that
taxes collected from customers, which is remitted it does not control the goods or service provided by
to government authorities and variable consideration the Restaurants.
on account of various discounts and rebates offered
The Company recognises the commission revenues
by the Company. The transaction price is an amount
earned from Restaurant Partners on a point of time
of consideration to which the entity expects to
basis.
be entitled in exchange for transferring promised
goods or services. Consideration includes goods or Incentives
services contributed by the customer, as non-cash The Company provides various types of incentives to
consideration, over which Company has control. the users to promote the transactions on its platform.
Where performance obligation is satisfied over time,
the Company recognizes revenue over the contract In most of the cases, the Company is not responsible
period. Where performance obligation is satisfied for services to the user or does not receive
at a point in time, the Company recognizes revenue consideration from the user. In such cases, the
when customer obtains control of promised goods Company does not consider the User as a customer
and services in the contract. and hence the incentives paid to Users are recorded
as expenses. Further, the Company does not consider
Platform services and transactions User as a customer of the Restaurant Partner for the
The Company operates as an internet portal connecting services provided by the Company, as the Company
the Users, Restaurant Partners and the Delivery is not providing the goods and services of Restaurant
Partners. The Company has separate contractual Partner. In case where Company has considered the
arrangement with the User, Restaurant Partners and users as a customer, the incentives paid to users are
the Delivery Partners respectively which specify the netted off in revenue against the amount charged
rights and obligations of each of the parties. A user from the users.
initiates the transaction which requires acceptance
from the Restaurant Partner and Delivery Partner. Advertisement revenue
The acceptance of the transaction, combined with the Advertisement revenue is derived principally from
contractual agreement creates enforceable rights and the sale of online advertisements which is usually run
obligations for each of the parties. over a contracted period of time. The revenue from
advertisements is thus recognised over this contract
Identification of customer period as the performance obligation is met over the
The Company considers a party to be a customer if contract period. There are some contracts where in
a) it is providing any services to the party and b) is addition to the contract period, the Company assures
receiving any consideration from the party. Based certain clicks/impressions (which are generated each
on the contractual arrangement, the Restaurant time viewers on our platform clicks/views through the
Partners are considered as customers. The users are advertiser’s advertisement on the platform) to the
considered customers in limited circumstances when advertisers. In these cases, the revenue is recognised
a specific service fee is charged to the user. when both the conditions of time period and number
of clicks/impressions assured are met.
Service provided by Restaurant Partners and
commission income: Subscription revenue
The Company considers itself as a principal in an Revenues from subscription contracts are recognized
arrangement only when it controls the goods or over the subscription period on systematic basis in
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Company Overview Statutory Reports Financial Statements: Standalone
accordance with terms of agreement entered into The Company recognizes a contract asset when there
with customer. exists a right to receive consideration in exchange for
goods or services already transferred to the customer
Sign-up revenue which is conditional on something other than passage
The Company receives a sign-up amount from its of time (e.g. The Company’s future performance
restaurant partners and delivery partners. These obligation).
are recognised on receipt or over a period of time in
accordance with terms of agreement entered into Trade receivables
with such relevant partner. A receivable represents the Company’s right to an
amount of consideration that is unconditional (i.e.,
Delivery facilitation services only the passage of time is required before payment
The Company is a technology platform provider of the consideration is due).
enabling delivery partners to provide their delivery
Contract liabilities
services to the Restaurant Partners/Users and may
The Company recognizes a contract liability for an
charge a fee for providing the platform services to
obligation to transfer goods or services to a customer
Delivery Partners which is recognised as revenue
for which the Company has received consideration (or
on a point in time basis. The Company has no control
the amount is due) from the customer.
over the delivery services provided by the delivery
partners. xi. Retirement and other employee benefits
Retirement benefit in the form of provident fund and
Sale of traded goods social security is a defined contribution scheme.
Revenue is recognized to depict the transfer of control The Company has no obligation, other than the
of promised goods to merchants upon the satisfaction contribution payable to the provident fund/social
of performance obligation under the contract in an security. The Company recognizes contribution
amount that reflects the consideration to which the payable to the provident fund scheme/ social security
entity expects to be entitled in exchange for those scheme as an expense, when an employee renders
goods. Consideration includes goods contributed by the related service. If the contribution payable to
the customer, as non-cash consideration, over which the scheme for service received before the balance
entity has control. sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognized as
The amount of consideration disclosed as revenue is a liability after deducting the contribution already
net of variable considerations like incentives or other paid. If the contribution already paid exceeds the
items offered to the customers. contribution due for services received before the
balance sheet date, then excess is recognized as an
Interest
asset (representing a reduction in future payment or
Interest income is recognized using the effective a cash refund).
interest method. Interest income is included under
the head “other income” in the statement of profit and In case of other foreign branches, contributions
loss. are made as per the respective country laws and
regulations. The same is charged to statement of
Contract balances: profit and loss on accrual basis. There is no obligation
Contract assets beyond the Company’s contribution.
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Company Overview Statutory Reports Financial Statements: Standalone
• In respect of taxable temporary differences Deferred tax assets and liabilities are measured at the
associated with investments in subsidiaries, tax rates that are expected to apply in the year when
when the timing of the reversal of the temporary the asset is realised or the liability is settled, based
differences can be controlled and it is probable on tax rates (and tax laws) that have been enacted or
that the temporary differences will not reverse in substantively enacted at the reporting date.
the foreseeable future. Deferred tax relating to items recognised outside
profit or loss is recognised outside profit or loss
eferred tax assets are recognised for all deductible
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(either in other comprehensive income or in equity).
temporary differences, the carry forward of unused
Deferred tax items are recognised in correlation to
tax credits and any unused tax losses. Deferred tax
the underlying transaction either in OCI or directly in
assets are recognised to the extent that it is probable equity.
that taxable profit will be available against which
the deductible temporary differences and the carry Deferred tax assets and deferred tax liabilities are
forward of unused tax credits and unused tax losses offset if a legally enforceable right exists to set off
can be utilised, except: current tax assets against current tax liabilities and
the deferred taxes relate to the same taxable entity
• When the deferred tax asset relating to the and the same taxation authority.
deductible temporary difference arises from
the initial recognition of an asset or liability in a
xiii. Share based payment
Employees (including senior executives) of the
transaction that is not a business combination
Company receive remuneration in the form of share-
and, at the time of the transaction, affects neither
based payments, whereby employees render services
the accounting profit nor taxable profit or loss and as consideration for equity instruments (equity-
does not give rise to equal taxable and deductible settled transactions).
temporary differences.
The cost of equity-settled transactions is determined
• In respect of deductible temporary differences by the fair value at the date when the grant is made
associated with investments in subsidiaries, using an appropriate valuation model.
deferred tax assets are recognised only to the
extent that it is probable that the temporary That cost is recognized, together with a corresponding
differences will reverse in the foreseeable future increase in share-based payment (SBP) reserves in
equity, over the year in which the performance and/or
and taxable profit will be available against which
service conditions are fulfilled in employee benefits
the temporary differences can be utilized.
expense. The cumulative expense recognized for
The carrying amount of deferred tax assets is reviewed equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the
at each reporting date and reduced to the extent that
vesting period has expired and the Company’s best
it is no longer probable that sufficient taxable profit
estimate of the number of equity instruments that
will be available to allow all or part of the deferred
will ultimately vest. The statement of profit and loss
tax asset to be utilised. Unrecognised deferred tax expense or credit for a year represents the movement
assets are re-assessed at each reporting date and are in cumulative expense recognized as at the beginning
recognised to the extent that it has become probable and end of that year and is recognized in employee
that future taxable profits will allow the deferred tax benefits expense.
asset to be recovered.
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Company Overview Statutory Reports Financial Statements: Standalone
will be required to settle the obligation, or a reliable The Company’s business model for managing
estimate of the amount of the obligation cannot be financial assets refers to how it manages its financial
made. Contingent liabilities are disclosed and not assets in order to generate cash flows. The business
recognized. model determines whether cash flows will result
from collecting contractual cash flows, selling the
xvi. Financial instruments financial assets, or both. Financial assets classified
A financial instrument is any contract that gives rise and measured at amortised cost are held within a
to a financial asset of one entity and a financial liability business model with the objective to hold financial
or equity instrument of another entity. assets in order to collect contractual cash flows while
financial assets classified and measured at fair value
Financial assets through OCI are held within a business model with the
Initial recognition and measurement: objective of both holding to collect contractual cash
Financial assets are classified, at initial recognition, flows and selling.
as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI) and Purchases or sales of financial assets that require
fair value through profit or loss. The classification of delivery of assets within a time frame established by
financial assets at initial recognition depends on the regulation or convention in the market place (regular
financial asset’s contractual cash flow characteristics way trades) are recognised on the trade date, i.e., the
and the Company’s business model for managing date that the company commits to purchase or sell
them. the asset.
All financial assets are recognised initially at fair value Subsequent Measurement
plus, (in the case of financial assets not recorded at Debt instruments
fair value through consolidated statement of profit Subsequent measurement of debt instruments
or loss) transaction costs that are attributable to depends on the Company’s business model for
the acquisition of the financial asset. Transaction managing the asset and the cash flow characteristics
costs of financial assets carried at fair value through of the asset. There are three measurement
profit or loss are expensed off in the statement of categories into which the Company classifies its debt
profit & loss. Trade receivable that does not contain instruments:
a significant financing component are measured at
transaction price. A mortised cost: Assets that are held for
•
collection of contractual cash flows those cash
In order for a financial asset to be classified and flows represent solely payments of principal and
measured at amortised cost or fair value through interest are measured at amortised cost. Interest
OCI, it needs to give rise to cash flows that are ‘solely income from these financial assets is included in
payments of principal and interest (SPPI)’ on the finance income using the effective interest rate
principal amount outstanding. This assessment is method. Any gain or loss arising on derecognition
referred to as the SPPI test and is performed at an and impairment losses (if any) are recognised
instrument level. Financial assets with cash flows directly in profit or loss. The Company’s financial
that are not SPPI are classified and measured at assets subsequently measured at amortised cost
fair value through profit or loss, irrespective of the includes trade receivables, loans and certain
business model. other financial assets etc.
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Company Overview Statutory Reports Financial Statements: Standalone
Changes in the fair value of financial assets at fair Continuing involvement that takes the form of a
value through profit or loss are recognised in the guarantee over the transferred asset is measured at
statement of profit and loss. the lower of the original carrying amount of the asset
and the maximum amount of consideration that the
The Company has made an irrevocable election to Company could be required to repay.
present subsequent changes in the fair value of certain
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of any goodwill allocated to the unit and then to the distributing shares to employees under the employee
other assets of the unit pro rata based on the carrying stock option schemes. The Company treats EBT as
amount of each asset in the unit. its extension and shares held by EBT are treated as
treasury shares.
For the purpose of impairment testing of Goodwill
in relation to Uber Eats Business acquisition, the Own equity instruments that are held by the trust are
Company has considered the business of Uber recognised at cost and deducted from equity. No gain
Eats acquisition and Zomato business as one Cash or loss is recognised in profit or loss on the purchase,
generating unit as nature of both business is same. sale, issue or cancellation of the Company’s own
equity instruments. Any difference between the
For assets excluding goodwill, an assessment is made carrying amount and the consideration, if reissued,
at each reporting date to determine whether there is is recognised in the other equity.
an indication that previously recognised impairment
losses no longer exist or have decreased. If such xx. Events occurring after the balance sheet
indication exists, the Company estimates the asset’s date
or CGU’s recoverable amount. A previously recognised Based on the nature of the event, the company
impairment loss is reversed only if there has been a identifies the events occurring between the balance
change in the assumptions used to determine the sheet date and the date on which the standalone
asset’s recoverable amount since the last impairment financial statements are approved as ‘Adjusting
loss was recognised. The reversal is limited so that Event’ and ‘Non-adjusting event’. Adjustments to
the carrying amount of the asset does not exceed its assets and liabilities are made for events occurring
recoverable amount, nor exceed the carrying amount after the balance sheet date that provide additional
that would have been determined, net of depreciation, information materially affecting the determination
had no impairment loss been recognised for the asset of the amounts relating to conditions existing at
in prior years. Such reversal is recognised in the the balance sheet date or because of statutory
statement of profit or loss unless the asset is carried requirements or because of their special nature. For
at a revalued amount, in which case, the reversal is non-adjusting events, the company may provide a
treated as a revaluation increase. disclosure in the standalone financial statements
considering the nature of the transaction.
xviii. Cash and cash equivalents
Cash and cash equivalent in the balance sheet 2.3 Significant accounting judgements, estimates
comprise cash at banks and on hand and short-term
and assumptions
deposits with an original maturity of three months
The preparation of the financial statements requires
or less, which are subject to an insignificant risk of
management to make judgements, estimates and
changes in value.
assumptions that affect the reported amounts of
For the purpose of the statement of cash flows, cash revenues, expenses, assets and liabilities. Uncertainty
and cash equivalents consist of cash and short-term about these assumptions and estimates could result
deposits, as defined above, net of outstanding bank in outcomes that require a material adjustment to
overdrafts (if any) as they are considered an integral the carrying amount of assets or liabilities affected
part of the company’s cash management. in future periods.
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Company Overview Statutory Reports Financial Statements: Standalone
which have the most significant effect on the amounts Fair value measurement of financial instruments
recognised in the financial statements: hen the fair values of financial assets and financial
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liabilities recorded in the balance sheet cannot be
he key assumptions concerning the future and other
T measured based on quoted prices in active markets,
key sources of estimation uncertainty at the reporting their fair value is measured using valuation techniques
date, that have a significant risk of causing a material and inputs to be used. The inputs to these models
adjustment to the carrying amounts of assets and are taken from observable markets where possible,
liabilities within the financial year, are described below: but where this is not feasible, a degree of judgement
a. The Company based its assumptions and is required in establishing fair values. Judgements
estimates on parameters available when the include considerations of inputs such as liquidity
standalone financial statement were prepared. risk, credit risk and volatility. Changes in assumptions
b. Existing circumstances and assumptions about about these factors could affect the reported fair
future developments, however, may change due to value of financial instruments.
market changes or circumstances arising that are
beyond the control of the Company. Such changes are Impairment of Goodwill
reflected in the assumptions when they occur. oodwill recognised on business combination is
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tested for impairment on annual basis or whenever
Defined benefit plans (Gratuity benefits) there is an indication that the recoverable amount
he cost of the defined benefit gratuity plan and
T of the cash generating unit (CGU) is less than the
the present value of the gratuity obligation are carrying amount. The calculation of value in use of a
determined using actuarial valuations. An actuarial CGU involves use of significant assumptions including
valuation involves making various assumptions that future economic and market conditions.
may differ from actual developments in the future.
These include the determination of the discount rate, Significant influence assessment
future salary increases and mortality rates. Due to the hen the Company invests in an entity, it also assesses
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complexities involved in the valuation and its long- whether it has significant influence over the investee.
term nature, a defined benefit obligation is highly Significant influence is the power to participate in
sensitive to changes in these assumptions. the financial and operating policy decisions of the
investee but does not constitute control or joint
All assumptions are reviewed at each reporting date. control over those policies. The Company exercises
The parameter most subject to change is the significant judgment in order to assess whether it has
discount rate. In determining the appropriate significant influence over the investee or not.
discount rate for plans operated, the management
considers the interest rates of government bonds Incentives
in currencies consistent with the currencies s disclosed in Note 2.2 (x), the Company provides
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of the post-employment benefit obligation. incentives to its transacting users in various forms
The mortality rate is based on publicly available including credits and direct payment discounts to
mortality table . The mortality table tend to change promote traffic on its platform. All incentives given
only at interval in response to demographic changes. to the users where the Company is responsible for
Future salary increases and gratuity increases are delivery are recorded as a reduction of revenue to
based on expected future inflation rates. the extent of the revenue earned from that user on
a transaction by transaction basis. The amount of
urther details about gratuity obligations are given
F incentive in excess of the revenue earned from the
in note 30. transacting users is recorded as advertisement
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Company Overview Statutory Reports Financial Statements: Standalone
and sales promotion expense. In other cases, determine whether there is any indication that those
where Company is not responsible for delivery, investments have suffered an impairment loss.
management is required to determine whether the Where the carrying amount of investments exceeds
incentives are in substance a payment on behalf of its recoverable amount, the investment is considered
the restaurant merchants and should therefore be impaired and is written down to its reccoverable
recorded as a reduction of revenue or advertisement amount. An impairment loss (if any) is recognised in
and sales promotion expenses. Some of the factors statement of profit and loss.
considered in management’s evaluation of such
incentives being payments on behalf of restaurant Deferred tax recognition
merchants include whether the incentives are eferred tax asset (DTA) is recognized only when
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given at the Company’s discretion, contractual and to the extent there is convincing evidence that
agreements with the restaurant merchants, business the Company will have sufficient taxable profits in
strategy and objectives and design of the incentive future against which such assets can be utilized.
program(s), etc. Significant management judgment is required to
determine the amount of deferred tax assets that can
Impairment of Investment in subsidiaries and be recognised, based upon the likely timing and the
joint venture level of future taxable profits together with future tax
he Company asses the carrying amounts of
T planning strategies, recent business performance
investment in subsidiaries and joint venture to and developments.
308
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Additions 7 - 5 1 22 0 0 35
Disposal (0) - (0) (0) (10) (0) (0) (10)
Foreign currency translation
0 0 0 0 0 0 0 0
reserve*
At March 31, 2024 69 0 13 8 83 1 3 177
Accumulated depreciation
At March 31, 2022 25 0 3 1 42 0 3 74
Statutory Reports
Depreciation 8 0 1 1 20 0 0 30
Disposals - - (0) (0) (11) (0) (0) (11)
Foreign currency translation
0 0 0 0 0 0 0 0
reserve*
At March 31, 2023 33 0 4 2 51 (0) 3 93
Depreciation 7 - 3 2 21 0 0 33
Disposals (0) - (0) (0) (11) (0) (0) (11)
Foreign currency translation
0 0 0 0 0 0 0 0
reserve*
At March 31, 2024 40 0 7 4 61 0 3 115
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Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Deletion/Adjustments - - - - - - -
Foreign currency translation reserve* - - - - - - -
At March 31, 2024 15 2 - 60 - 77 1,209
Accumulated amortization
At March 31, 2022 10 2 91 50 99 252 -
For the year 0 - 34 10 36 80 -
Deletions / adjustments - - (125) - (135) (260) -
Foreign currency translation reserve* 0 - - - - 0 -
At March 31, 2023 10 2 - 60 - 72 -
Statutory Reports
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Financial Statements: Standalone
No reasonably possible change in the inputs (used for recoverable value calculation) would cause the recoverable amount of the above CGUs to fall shorter than
their carrying value.
Company Overview Statutory Reports Financial Statements: Standalone
311
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
312
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
313
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
* includes cost of stock options allocated to subsidiary companies for stock options given to employees of subsidiary companies.
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Company Overview Statutory Reports Financial Statements: Standalone
The allowance for doubtful debts and changes in the allowance for
doubtful accounts during the year, were as follows:
Opening balance 22 24
Add: addition / (reversal) of impairment allowance of trade receivables-
6 2
credit impaired
Less: write offs/adjustments (20) (4)
Closing balance 8 22
Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.
* includes amount of INR 2 crores ( March 31, 2023 : INR 38 crores) receivable from related party (refer note 34)
Refer note 43 for trade receivable ageing
No trade or other receivable are due from directors or other officers of the company either severally or jointly
with any other person. Except as disclosed in note 34 , no trade or other receivable are due from firms or
private companies respectively in which any director is a partner, a director or a member.
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Company Overview Statutory Reports Financial Statements: Standalone
For the purpose of the statement of cash flows, cash and cash equivalents comprise of the following:
(INR crores)
Particulars
As at As at
March 31, 2024 March 31, 2023
Bank deposits with original maturity of more than three months but less
278 273
than 12 months
Bank balances (including deposits) held as margin money - 3
Total bank balances other than cash and cash equivalents 278 276
10 Loans
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Non-current
Loan to related party (refer note 34)
- Considered good- secured - 750
- Considered good- unsecured - 208
Total non-current Loans - 958
316
Company Overview Statutory Reports Financial Statements: Standalone
Non-current
Unsecured, considered good, unless stated otherwise
Margin money deposits 1 -
Bank deposits with original maturity for more than 12 months 662 1,782
Interest accrued on fixed deposits and others 32 63
Security deposits 22 18
Total non-current other financial assets 717 1,863
Current
Unsecured, considered good, unless stated otherwise
Bank deposits with original maturity for more than 12 months 1,186 3,889
Interest accrued on fixed deposits and others * 411 267
Security deposit 3 3
Less: impairment allowance - 3 (0) 3
Margin money deposits 3 0
Receivable from related party (refer note 34) 81 52
Amount recoverable in cash 114 118
Less: impairment allowance (56) 58 (19) 99
Amount recoverable from payment gateways 273 91
Less: impairment allowance - 273 (1) 90
Total current other financial assets 2,015 4,400
* includes interest receivable on intercompany loans amounting to INR Nil crores ( March 31, 2023 INR 6 crores) (refer note 34)
Non-current
Advance tax / tax deducted at source 179 98
Less: provision for tax (3) (2)
Total tax assets 176 96
317
Company Overview Statutory Reports Financial Statements: Standalone
13 Other assets
(INR crores)
Particulars As at March 31, 2024 As at March 31, 2023
Non-Current
Capital advances 0 1
Prepaid expenses 42 1
Total non-current other assets 42 2
Current
Staff imprest 0 0
Less: impairment allowance - 0 (0) 0
Advances to supplier 43 19
Less: impairment allowance (11) 32 (7) 12
Prepaid expenses 28 11
Other advances - 5
Balance with statutory/government authorities 26 33
Less: impairment allowance (9) 17 (10) 23
Total current other assets 77 51
14 Inventories
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
318
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Nil (March 31, 2023: 93,05,51,391) Class E 0.0001% Compulsorily Convertible
- 93
Preference Shares of face value of INR 1/- ("Class E")
Nil (March 31, 2023: 19,06,53,540) Class F 0.0001% Compulsorily
- 38
Convertible Preference Shares of face value of INR 2/- ("Class F")
Nil (March 31, 2023: 10,885) Class G 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR - 7
6,700/- ("Class G")
Nil (March 31, 2023: 83,425) Class H 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 55
("Class H")
Nil (March 31, 2023: 1,16,350) Class I 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 78
("Class I")
Nil (March 31, 2023: 1,20,000) Class J 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 80
("Class J")
Nil (March 31, 2023: 76,376) Non-Voting 0.00000010% Class Non
Voting I-2 Compulsorily Convertible Cumulative Preference Shares - 69
of face value of INR 9,000 ("Class Non Voting I-2")
Nil (March 31, 2023: 1,200) Class J2 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 1
("Class J2")
Nil (March 31, 2023: 16,000) Class J3 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 11
("Class J3")
Nil (March 31, 2023: 40,000) Class J4 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 27
("Class J4")
Nil (March 31, 2023: 12,700) Class J5-1 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 9
("Class J5-1")
Nil (March 31, 2023: 12,700) Class J5-2 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 9
("Class J5-2")
Nil (March 31, 2023: 1,270) Class J6 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 1
("Class J6")
Nil (March 31, 2023: 85,500) Class J7 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 57
("Class J7")
Nil (March 31, 2023: 50,000) Class K 0.00000015% Compulsorily
Convertible Cumulative Preference Shares of face value of INR 6,700/- - 34
("Class K")
1,449 1,449
319
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.
As per records of the Company, including its register of shareholders/members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownership of shares. The Company is professionally managed and does not have an identifiable promoter.
320
Company Overview Statutory Reports Financial Statements: Standalone
iii) In the period of five years immediately preceding March 31, 2024:
i) The Company had allotted 76,376 fully paid up shares of face value INR 9,000/- each during the year
ended March 31, 2020 pursuant to business combination with Uber India Systems Private Limited for
non-cash consideration.
ii) The Company had allotted 1,576 fully paid up equity shares of face value INR 1/- each during the year
ended March 31, 2021 pursuant to acquisition of Jogo Technologies Private Limited (“FitSo”) for non
cash consideration.
iii) The Company has approved and allotted bonus shares during the financial year ended March 31, 2022
in the ratio of 1:6699 to existing equity shareholders and has also approved bonus issuance to option
holders whose name appears in the register of employee stock options, which will be issued basis the
equity shares held by the option holders upon the exercise of the option.
iv) During the previous year ended March 31, 2023 the Company had acquired 33,018 equity shares of Blink
Commerce Private Limited (formerly known as Grofers India Private Limited) (“BCPL”) by issuance and
allotment of 62,85,30,012 equity shares (refer note 40)
v) For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company,
please refer note 31.
Capital reserve
Balance at the beginning of the year 3 3
3 3
Securities Premium
Balance at the beginning of the year 24,710 21,289
Add: premium on issue of equity shares - 3,422
Less: bonus issue of equity shares (pursuant to exercise of employee
(3) (1)
stock options)
Less: transaction cost on issue of shares (0) (0)
24,707 24,710
Share-based payment reserve
Balance at the beginning of the year 1,293 1,126
Add: share based payment expense 322 455
Add: share based payment expense allocated to subsidiary companies 193 50
Add: ESOP issuance for unvested ESOPs on acquisition - 22
Less: transfer to retained earning on exercise of employee stock
(1,125) (360)
options
683 1,293
321
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Retained earnings
Balance at the beginning of the year (6,109) (6,418)
Add: transfer from share-based payment reserve on exercise of
1,125 360
employee stock options
Add: amount collected by ESOP trust on exercise of employee stock
9 7
options (net of tax)
Less: transfer from other comprehensive income (refer note 33) - (175)
Add: profit during the year 1,371 117
Less: share based payment on cash settlement of option (fractional
(0) (0)
shares)
Net deficit in the statement of profit and loss (3,604) (6,109)
Treasury shares
Balance at the beginning of the year 19 23
Less : shares issued by ESOP trust on exercise of employee stock
(5) (4)
options
14 19
Business transfer adjustment reserve
Balance at the beginning of the year (43) (43)
Add / (less) during the year - -
(43) (43)
Remeasurements of the defined benefit plans
Balance at the beginning of the year (7) (9)
Add / (less) during the year (3) 2
(10) (7)
Foreign currency translation reserve
Balance at the beginning of the year 30 22
Add / (less) during the year 1 8
31 30
Equity instruments through other comprehensive income
Balance at the beginning of the year 74 10
Add / (less) during the year 60 (111)
Add: Transfer to retained earning (refer note 33) - 175
134 74
Debt instruments through other comprehensive income
Balance at the beginning of the year 0 -
Add / (less) during the year (8) 0
(8) 0
Total 21,907 19,970
322
Company Overview Statutory Reports Financial Statements: Standalone
323
Company Overview Statutory Reports Financial Statements: Standalone
16 Trade payables
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Trade payables
Total outstanding dues of micro enterprises and small enterprises
5 3
(refer note 37 for details of dues to micro and small enterprises)
Total outstanding dues of creditors other than micro enterprises and
476 363
small enterprises*
Total trade payables 481 366
*includes amount of INR 0 crores (March 31, 2023 INR 5 crores) payable to related parties. (refer note 34)
Trade payables are non-interest bearing and are normally settled on 0-60 days terms.
Refer note 42 for trade payable ageing
Current
Capital creditors 2 0
Security deposit payable 0 1
Amount payable to merchant 496 244
Payable to related parties (refer note 34) 19 19
Payable to customers 13 12
Other payable 17 13
Total current other financial liabilities 547 289
324
Company Overview Statutory Reports Financial Statements: Standalone
Unearned revenue 21 32
Advances from customers 6 7
Statutory dues :
Provident fund payable 3 2
Employee state insurance payable 0 -
Professional tax payable 0 -
Goods and services tax payable 210 147
Tax deducted at source payable 52 41
Others 12 1
Total other current liabilities 304 230
19 Provisions
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
Non-current
Provisions for gratuity (refer note 30) 36 33
Provisions for compensated absences (refer note 30) 13 24
Total non-current provisions 49 57
Current
Provisions for gratuity (refer note 30) 8 7
Provisions for compensated absences (refer note 30) 12 15
Total current provisions 20 22
325
Company Overview Statutory Reports Financial Statements: Standalone
Sale of services
Service revenue (refer note 34) 6,601 4,650
Royalty income (refer note 34) 17 13
Sale of goods
Revenue from sale of traded goods 4 0
Other operating revenue * - 44
Total revenue from operations ** 6,622 4,707
* Pertaining to provision of services in the United Arab Emirates (UAE) to Talabat Middle East Internet Services
Company LLC (Talabat) for its delivery business in UAE.
** The above revenues are net of adjustments amounting to INR 187 crores (March 31, 2023: INR 8 crores) on
account of discounts and consideration payable to customers.
(INR crores)
Particulars For the year ended March 31, 2023
326
Company Overview Statutory Reports Financial Statements: Standalone
Contract balances
The following table provides information about receivables and contract liabilities:
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Trade receivables * 69 62
Contract liabilities 27 39
* This includes unbilled receivable of INR 6 crores (March 31, 2023: INR 4 crores).
Notes:
1. The unbilled receivable primarily relate to the Group’s rights to consideration for work completed but
not billed at the reporting date on which the Group’s right to consideration is unconditional. A right to
consideration is unconditional if only the passage of time is required before payment of that consideration
is due.
2. Contract liabilities relates to payments received in advance of performance and unearned revenue against
which amount has been received from customer but services are yet to be rendered on the reporting date
either in full or in parts. Contract liabilities are recognised on completion / satisfaction of performance
obligation
a) Changes in unearned revenue during the year ended is as follows :
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening balance 32 49
Additions during the year 20 32
Less: revenue recognized (23) (48)
Less: adjustments to revenue due to a contract modification or
(8) (1)
foreign exchange difference
Closing balance * 21 32
*The closing unearned revenue is expected to recognised within 1 year .
b) Changes in advances from customers during the year ended were as follows:
(INR crores)
For the year ended For the year ended
Particulars
March 31, 2024 March 31, 2023
Opening balance 7 9
Additions during the year 4 6
Less: revenue recognized (3) (4)
Less: advances written back (2) (4)
Closing balance 6 7
327
Company Overview Statutory Reports Financial Statements: Standalone
21 Other income
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest income on:
- On financial assets measured at amortised cost:
- Bank deposits 182 398
- Government securities 38 67
- Others * 4 162
- On financial assets at fair value through other
comprehensive income
- Debentures or bonds 320 0
- Government securities 110 -
- Income tax refund - 4
Net gain arising on financial assets measured at fair
value through profit or loss:
- Net gain on sale of mutual fund units 94 66
- Fair value gain / (loss) on mutual fund units (14) 80 13 79
Other non operating income
Liabilities written back 4 10
Gain on termination of lease contracts (refer note 32) 1 3
Foreign exchange gain (net) - 1
Profit on sale of property, plant and equipment (net) 1 1
Income from cross charge (refer note 34) 174 56
Others ** 6 19
Total other income 920 800
*includes amount of interest on loan INR 2 crores (March 31, 2023 INR 113 crores) pertaining to related party. (refer note 34)
** includes INR Nil crores (March 31, 2023: INR 14 crores) amortization of unearned revenue relating to assignment of certain
restaurant contracts pertaining to its delivery business in the United Arab Emirates (UAE) to Talabat Middle East Internet Services
Company LLC (Talabat).
22 Purchase of stock-in-trade
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Purchases of stock-in-trade 5 1
Purchases of stock-in-trade 5 1
328
Company Overview Statutory Reports Financial Statements: Standalone
25 Finance costs
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest
- to others 0 -
Others
-Bank charges 2 2
-Other charges - -
Interest on lease liabilities (refer note 32) 16 14
Total finance cost 18 16
329
Company Overview Statutory Reports Financial Statements: Standalone
27 Other expenses
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Power and fuel 2 1
Rent (refer note 32) 11 11
Rates and taxes 5 8
Repairs and maintenance 17 12
Advertisement and sales promotion 1,233 1,094
Outsourced support cost 102 193
Delivery and related charges 2,959 2,135
Travelling and conveyance 18 17
Server and communication cost 97 108
IT support services 289 223
Recruitment cost 4 4
Insurance 53 40
Payment gateway charges 149 137
Security expense 5 5
Legal and professional fee (refer note 34) 50 75
Payment to auditors (refer detail below) 2 2
Bad debts written-off 20 1
Less: bad debt against opening provision (20) - (1) -
Loss on sale of property, plant and equipment (net) - -
Amount written off 15 37
Less: amount written off against opening provision (15) - (37) -
Postage and courier cost 20 11
Provision for doubtful debts and advances 50 13
Foreign exchange loss (net) 1 -
Miscellaneous expenses 3 26
Total other expenses 5,070 4,116
A. Payment to auditor
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
As auditor
- Statutory audit 1 1
- Quarterly limited reviews 0 0
In other capacity
- Certification & other services (Group reporting) 0 1
- Reimbursement of expenses 0 0
1 2
330
Company Overview Statutory Reports Financial Statements: Standalone
28 Exceptional items
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Zomato Payments Private Limited (ZPPL) (a subsidiary of the Company) has decided to voluntarily surrender
the certificate of authorization obtained by the ZPPL from the Reserve Bank of India (“RBI”) to operate as an
online payment aggregator under the Payment and Settlements Systems Act, 2007. Further, ZPPL also decided
to voluntarily surrender its application with the RBI (for which it previously received in-principle authorization)
to operate as an issuer of pre-paid payment instruments, under the Payment and Settlement Systems Act,
2007 and the Master Direction on Prepaid Payment Instruments.
However, the other operations of ZPPL will continue. The Company has performed the Impairment assessment
under Ind AS 36 and recognised an impairment loss of INR 39 crores in the profit and loss account (as exceptional
item) on its investments in ZPPL, on account of the same.
Profit attributable to equity holders of the Company (INR crores) 1,371 117
Weighted average number of equity shares in calculating basic EPS 8,49,34,97,136 8,10,11,58,888
Weighted average number of equity shares in calculating diluted
8,75,52,46,830 8,66,42,34,819
EPS
Face value of equity shares (INR) 1 1
Basic earnings per share (INR) 1.61 0.14
Diluted earnings per share (INR) 1.57 0.13
331
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Defined benefit
40 11 3 14 3 3 0 - (13) 44
obligation
Benefit liability 40 11 3 14 3 3 0 - (13) 44
Changes in the defined benefit obligation during the year ended March 31, 2023:
(INR crores)
Statutory Reports
Description April 01, Gratuity cost charged to standalone Remeasurements of the Exchange Contribution Benefits March
2022 statement of profit and loss defined benefit plans difference on by employer paid 31, 2023
translations
Service Net Sub-total Remeasurement Subtotal of foreign
Cost interest (recognized in of defined benefit recognized operations
expense statement of obligation in OCI
profit and loss,
refer note 24)
Defined benefit
37 9 2 11 (2) (2) 0 - (6) 40
obligation
Benefit liability 37 9 2 11 (2) (2) 0 - (6) 40
Due to its defined benefits plans, the Company is exposed to the following risks:
Changes in discount rate - A decrease in yield will increase plan liability and vice-versa.
Salary risk - An increase in the salary of the plan participants will increase the plan’s liability and vice-versa.
332
Financial Statements: Standalone
Company Overview Statutory Reports Financial Statements: Standalone
The sensitivity analysis above have been determined based on a method that extrapolates the impact on
defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the
reporting date.
The average remaining future service at the end of the reporting year is 28.62 - 29.22 years (March 31, 2023:
27.49 - 29.15 years).
The weighted average duration of defined benefit obligation, at the end of the reporting year is 6.44 - 6.85
years (March 31, 2023: 5.93 - 6.36 years).
(INR crores)
Maturity analysis (the projection of gross payments) As at As at
March 31, 2024 March 31, 2023
333
Company Overview Statutory Reports Financial Statements: Standalone
c) Compensated absence:
The amount of the provision INR 25 crores (March 31, 2023: INR 39 crores)
(INR crores)
Particulars Sensitivity level As at As at
March 31, 2024 March 31, 2023
1% increase (1) (1)
Discount rate
1% decrease 1 1
1% increase 1 1
Future salary increase
1% decrease (1) (1)
10% increase (0) (1)
Attrition rates
10% decrease 1 1
d) The principal assumptions used in determining gratuity obligations for the Company’s plan is shown
below:
31 Share-based payments
General Employee Share-option Plan (GESP):
The Foodie Bay Employee Stock Option Plan 2014 (“ESOP 2014”) was approved by the shareholders of the
Company on June 27, 2014 (last amendment was done by the Board of directors on February 10, 2022) for
granting aggregate 27,089 Employees stock options (“ESOPs/Option(s)”) of the Company. The Company
further increased number of Options by 5,364 under the ESOP 2014 at the extraordinary general meeting of
shareholders held on September 07, 2015 and 9,313 Options under the ESOP scheme at the extra ordinary
general meeting of shareholders held on March 04, 2016.The ESOP 2014 covers grant of Options to the specified
employees covered under ESOP 2014 .
Further, bonus issuance in the ratio 1:6699 to equity shareholders was approved by the shareholders at their
meeting held on April 05, 2021. Accordingly, the number of shares that can be issued under the ESOP 2014
increased from 41,766 to 27,98,32,200.
334
Company Overview Statutory Reports Financial Statements: Standalone
The Zomato Employee Stock Option Plan 2018 (“ESOP 2018”) was approved by the shareholders of the Company
on October 22, 2018 (last amendment was done by the Board of directors on February 10, 2022) for granting
aggregate 30,150 Employees stock options (“ESOPs/Option(s)”) which were reduced to 18,135 Options vide
Extraordinary General Meeting held on September 04, 2020. The ESOP 2018 covers grant of Options to the
specified employees covered under ESOP 2018.
Further, bonus issuance in the ratio 1:6699 to equity shareholders was approved by the shareholders at their
meeting held on April 05, 2021. Accordingly, the number of shares that can be issued under the ESOP 2018
increased from 18,135 to 12,15,04,500.
Zomato Employee Stock Option Plan 2021 (“ESOP 2021”) was approved by the shareholders of the Company on
April 05, 2021 (last amendment was done by the Board of directors on February 10, 2022) for grant aggregating
50,25,00,000 Employees stock option (“ESOPs/Option(s)”) of the Company. The ESOP 2021 covers grant of
Options to the specified employees covered under ESOP 2021.
Zomato Employee Stock Option Plan 2022 (“ESOP 2022”) was approved by the shareholders of the Company
through postal ballot on July 25, 2022, for grant aggregating 3,36,55,902 Employees stock option (“ESOPs/
Option(s)”) of the Company. The ESOP 2022 covers grant of Options to the specified employees covered under
ESOP 2022.
Particulars Year ended March 31, 2024 Year ended March 31, 2023
ESOP 2014 Number WAEP (INR) Number WAEP (INR)
Outstanding at April 01 21,750 11,185 28,457 14,293
Granted during the year 5,642 1 2,195 1
Exercised during the year 7,464 14,033 5,889 13,286
Forfeited/expired during the year 1,686 120 3,013 84
Outstanding at the end of the year 18,242 12,237 21,750 11,185
Exercisable at the end of the year 10,747 38,558 14,678 27,885
Particulars Year ended March 31, 2024 Year ended March 31, 2023
ESOP 2018 Number WAEP (INR) Number WAEP (INR)
335
Company Overview Statutory Reports Financial Statements: Standalone
Particulars Year ended March 31, 2024 Year ended March 31, 2023
ESOP 2021 Number WAEP (INR) Number WAEP (INR)
Outstanding at April 01 33,01,70,124 1 36,85,25,258 1
Granted during the year 4,11,30,223 1 23,50,793 1
Exercised during the year 22,86,79,200 1 4,02,03,082 1
Forfeited/expired during the year 23,06,192 1 5,02,845 1
Outstanding at the end of the year 14,03,14,955 1 33,01,70,124 1
Exercisable at the end of the year 6,70,790 1 19,43,17,670 1
Particulars Year ended March 31, 2024 Year ended March 31, 2023
ESOP 2022 Number WAEP (INR) Number WAEP (INR)
Outstanding at April 01 2,11,48,941 1 - -
Granted during the year 1,40,16,384 1 2,49,35,907 1
Exercised during the year 50,86,374 1 - -
Forfeited/expired during the year 36,35,262 1 37,86,966 1
Outstanding at the end of the year 2,64,43,689 1 2,11,48,941 1
Exercisable at the end of the year 30,73,139 1 - -
Total expense arising from share based payment transaction for the year is INR 322 crores (March 31, 2023:
INR 455 crores) has been charged to standalone statement of profit and loss. Further share based payment
expense allocated to subsidiary companies INR 193 crores (March 31, 2023 : INR 50 crores)
The weighted average remaining contractual life for the share options outstanding was 7.16 years (March 31,
2023 : 7.27 years)
The weighted average fair value of options granted during the year was INR 96 (March 31, 2023 :INR 54)
For ESOP 2014, the range of exercise prices for options outstanding at the end of the year was INR 1 to INR
2,50,000 (March 31, 2023 : INR 1 to 2,50,000)
For ESOP 2018, 2021 and 2022, the range of exercise prices for options outstanding at the end of the year was
INR 1 (March 31, 2023 : INR 1)
The following tables list the inputs to the models used for the GESP plans for the year ended March 31, 2024
and March 31, 2023 (model used: Black Scholes valuation model)
GESP GESP
336
Company Overview Statutory Reports Financial Statements: Standalone
The expected life of the share options is based on historical data and current expectations and is not
necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption
that the historical volatility over a period similar to the life of the options is indicative of future trends, which
may also not necessarily be the actual outcome.
There are no market performance conditions existing as at March 31, 2024 and March 31, 2023.
32 Right-of-use asset and leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
Particulars Building
As at April 01, 2022 26
Additions 150
Deletions (12)
Depreciation expense (30)
As at March 31, 2023 134
Additions 29
Deletions (1)
Depreciation expense (39)
As at March 31, 2024 123
Set out below are the carrying amounts of lease liabilities recognised and the movements during the year:
Particulars Building
As at April 01, 2022 31
Additions 140
Deletions (15)
Accretion of interest 14
Payments (13)
As at March 31, 2023 157
Additions 29
Deletions (2)
Accretion of interest 16
Payments (51)
As at March 31, 2024 149
337
Company Overview Statutory Reports Financial Statements: Standalone
The following are the amounts recognised in the statement of profit and loss:
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Depreciation expense of right-of-use assets 39 30
Interest on lease liabilities 16 14
Gain on termination of lease contracts (1) (3)
Total 54 41
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted
basis:
(INR crores)
Particulars As at As at
March 31, 2024 March 31, 2023
The Company does not face a liquidity risk with regard to its lease liabilities as the current assets are sufficient
to meet the obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases are INR 8 crores (March 31, 2023: INR 10 crores) and for low
value assets are INR 3 crores (March 31, 2023: INR 1 crore).
The aggregate depreciation on right-of-use assets has been included under depreciation and amortisation
expense in the standalone statement of profit and loss.
The weighted average incremental borrowing rate applied to lease liabilities is 11%.
33 Fair value of financial instruments assets and liabilities
(a) Financial instrument by category
The carrying value and fair value of financial instruments by categories as at March 31, 2024 are as follows:
338
Company Overview Statutory Reports Financial Statements: Standalone
The carrying value and fair value of financial instruments by categories as at March 31, 2023 are as follows:
339
Company Overview Statutory Reports Financial Statements: Standalone
340
Company Overview Statutory Reports Financial Statements: Standalone
341
Company Overview Statutory Reports Financial Statements: Standalone
342
Company Overview Statutory Reports Financial Statements: Standalone
Sensitivity analysis
The following table demonstrate the sensitivity to a reasonably possible change in interest rates:
(INR crores)
Financial asset Exposure % change Change in fair Change in fair
in input value during the value during the
year ended year ended
March 31, 2024 March 31, 2023
Debenture or bonds 5,723 (+)1 (169) (1)
Government securities 2,467 (+)1 (102) -
A reduction in interest rates would have an equal and opposite effect on the company’s financial statements.
ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to foreign currencies is negligible, with the
exception of the AED, where the net exposure amounts to 0 crore (March 31, 2023: 1 crore). The Company keeps
a regular track of all the changes in foreign currency rates to monitor and manage this foreign currency risk.
Credit risk
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 INR 77 crores (March 31, 2023: INR 84 crores). Trade receivables are typically unsecured and are derived
from revenue earned from customers primarily located in India and Middle East. Credit risk has always been
managed by the Company 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.
On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment
loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade
receivables. The provision matrix takes into account available external and internal credit risk factors such as
the Company’s historical experience for customers and adjusted for forward-looking information.
The Company has established an allowance for impairment that represents its expected credit losses in respect
of trade and other receivables. The management uses a simplified approach for the purpose of computation
of expected credit loss for trade receivables and 12 months expected credit loss for other receivables further
an impairment analysis is performed at each reporting date on an individual basis for major parties.
Outstanding customer receivables are regularly and closely monitored. Basis historical trend, the Company
provides for any outstanding beyond 180 days. The trade receivables on the respective reporting dates are
343
Company Overview Statutory Reports Financial Statements: Standalone
net off the allowance which is sufficient to cover the entire lifetime loss of sales recognised including those
that are currently less than 180 days outstanding.
The Company has made investments in government securities which carries sovereign rating and debenture
or bonds which are rated AAA; which do not have a default history.
The Company’s treasury maintains its cash and cash equivalents and deposits – with banks, financial and
other institutions, having a good reputation and past track record which are considered to carry a low credit
risk. Similarly, counterparties of the Company’s other receivables carry either negligible or very low credit
risk. Further, the Company reviews the creditworthiness of the counter-parties on the basis of its ratings and
financial strength for all the above assets on an ongoing basis and if required, takes necessary mitigation
measures.
The Company has established an allowance for impairment that represents its expected credit losses in
respect of investments in debt instruments. The management uses a 12 months expected credit loss approach
after taking into account the time value of money and other reasonable information available as a result of
past events, current conditions and forecasts of future economic conditions.
For trade receivable ageing, refer note 43.
Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time.
The Company has established an appropriate liquidity risk management framework for the management of
the Company’s short, medium and long-term funding and liquidity requirements.
The Company’s principal sources of liquidity are cash and cash equivalents. The Company manages liquidity
risk by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows and
by matching the maturity profiles of financial assets and liabilities. Accordingly, no liquidity risk is perceived.
The table below provides details regarding the contractual maturities of financial liabilities as at
March 31, 2024:
(INR crores)
Particulars Less than 1 year 1-5 years More than 5 years Total
Trade payables 481 - - 481
Lease liabilities (undiscounted value) 55 120 - 175
(refer note 32)
Other financial liabilities 547 - - 547
The table below provides details regarding the contractual maturities of financial liabilities as at
March 31, 2023:
(INR crores)
Particulars Less than 1 year 1-5 years More than 5 years Total
Trade payables 366 - - 366
Lease liabilities (undiscounted value) 46 149 - 195
(refer note 32)
Other financial liabilities 289 - - 289
Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of
the Company’s capital management is to maximise the shareholder value. As at March 31, 2024, the Company
has no debt, therefore, there are no externally imposed capital requirements.
344
Company Overview Statutory Reports Financial Statements: Standalone
345
Company Overview Statutory Reports Financial Statements: Standalone
Key Management Deepinder Goyal (Managing Director and Chief Executive Officer)
Personnel (“KMP”) Kaushik Dutta (Chairman and Independent Director)
Namita Gupta (Independent Director)
Douglas Lehman Feagin (Nominee director) (resigned as nominee director w.e.f.
February 09, 2023)
Sanjeev Bikhchandani (Nominee Director)
Gunjan Tilak Raj Soni (Independent Director)
Aparna Popat Ved (Independent Director)
Sutapa Banerjee (Independent Director)
Akshant Goyal (Chief Financial Officer)
Sandhya Sethia (Company Secretary)
346
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Remuneration to KMP
Salaries and other employee benefits (1) (2) 170 376 - - - - - - 170 376
(3)
Directors remuneration and sitting fees 2 2 - - - - - - 2 2
Reimbursement of expenses (KMP) - 0 - - - - - - - 0
(1) Remuneration to the key managerial personnel does not include the provisions made for gratuity and leave encashment, as they are determined on an actuarial basis for the
Company as a whole.
(2) Includes a charge of INR 169 crores (March 31, 2023 : INR 375 crores) towards share based payment expense.
Company Overview
(3) At year end March 31, 2024, remuneration and sitting fees payable to Directors is INR 0 crore ( March 31, 2023: INR 1 crore)
Investment in subsidiaries
Zomato Hyperpure Private Limited - - 700 600 - - - - 700 600
Zomato Entertainment Private Limited - - 54 - - - - - 54 -
Zomato Local Services Private Limited - - 8 0 - - - - 8 0
Zomato Payments Private Limited - - 20 19 - - - - 20 19
Zomato Financial Services Limited - - 4 9 - - - - 4 9
Statutory Reports
347
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
348
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
349
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
350
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
- Advertisement expense - - 7 1 - - - - 7 1
- Loaned staff expenses - - 0 - - - - - 0 -
- Leave encashment & Gratuity - - 3 - - - - - 3 -
Zomato Entertainment Private Limited
- Sponsorship expenses - - - 5 - - - - - 5
- Loaned staff expenses - - 0 - - - - - 0 -
- Leave encashment & Gratuity - - 0 - - - - - 0 -
- Advertisement expense - - 0 - - - - - 0 -
Zomato Financial Services Limited
- Leave encashment & Gratuity - - - 0 - - - - - 0
Zomato Local Services Private Limited
- Leave encashment & Gratuity - - 0 0 - - - - 0 0
Airveda Technologies Private Limited
- Procurement of AQI monitoring devices &
- - - - - - 0 0 0 0
subscription
351
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Sutapa Banerjee
- Professional services 0 - - - - - - - 0 -
Interest on loan
Zomato Hyperpure Private Limited - - 0 6 - - - - 0 6
Blink Commerce Private Limited - - 2 106 - - - - 2 106
Zomato Entertainment Private Limited - - 0 0 - - - - 0 0
Zomato Local Services Private Limited - - 0 - - - - - 0 -
Company Overview
352
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Nature of Transactions Key Management Personnel Subsidiary/ Step down Joint Venture Other related parties Total
subsidiary
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
353
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Additional disclosure required under Sec 186(4) of the Companies Act 2013
(INR crores)
Name of related parties Rate of Interest Nature March 31, 2024 March 31, 2023
354
Financial Statements: Standalone
Company Overview Statutory Reports Financial Statements: Standalone
35 Income Tax
(a) Major components of tax expense/(income):
(INR crores)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(i) Current Income Tax:
Current tax expense 1 0
Adustment for current tax of prior period - -
(ii) Deferred Tax:
Tax expense on origination / reversal of temporary
- -
differences
Income tax expense reported in the Statement of profit and
1 0
loss
(c) Items for which no deferred tax asset is recognised in the Balance Sheet:
As at the year ended on March 31, 2024 and March 31, 2023, the Company is having deductible temporary
differences, brought forward losses and unabsorbed depreciation under the tax laws. However in the absence
of reasonable certainty of realization, deferred tax assets have not been created. The unused tax losses expire
upto 8 years.
355
Company Overview Statutory Reports Financial Statements: Standalone
(INR crores)
Particulars Expiry Date For the year ended For the year ended
March 31, 2024 March 31, 2023
Deferred tax assets / (liabilities) arising on
account of:
Business loss March 31, 2026 - 58
Business loss March 31, 2027 - 447
Business loss March 31, 2028 1,877 1,929
Business loss March 31, 2029 644 644
Business loss March 31, 2030 1,030 1,043
Long term capital loss March 31, 2029 4 4
Long term capital loss March 31, 2031 0 0
Long term capital loss March 31, 2032 250 -
Unabsorbed depreciation No expiry period 154 860
Other temporary differences No expiry period (597) (470)
Total 3,362 4,515
36 Segment information :
The Company publishes the standalone financial statements along with the consolidated financial statements,
therefore in accordance with Ind AS 108, ‘Operating Segments’, the Company has disclosed the segment
information only in the consolidated financial statements.
37 Details of dues to micro and small enterprises as defined under MSMED Act 2006 :
(INR crores)
Particulars March 31, 2024 March 31, 2023
a) The principal amount and the interest due thereon remaining unpaid
to any supplier as at the end of each accounting year
Principal amount due to micro and small enterprises 5 3
Interest due on above - -
b) The amount of interest paid by the buyer in terms of section 16 of the
MSMED Act 2006 along with the amounts of the payment made to the - -
supplier beyond the appointed day during each accounting year
c) The amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed day
- -
during the year) but without adding the interest specified under the
MSMED Act 2006
d) The amount of interest accrued and remaining unpaid at the end of
0 0
each accounting year
e) The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
0 0
actually paid to the small enterprise for the purpose of disallowance
as a deductible expenditure under section 23 of the MSMED Act 2006
Dues to micro and small enterprises have been determined to the extent such parties have been identified on
the basis of information collected by the Management.
356
Company Overview Statutory Reports Financial Statements: Standalone
40 During the previous year ended March 31, 2023, the Board of Directors of the Company on June 24, 2022
had approved acquisition of 33,018 (thirty three thousand and eighteen) equity shares of Blink Commerce
Private Limited (“BCPL”) (formerly known as Grofers India Private Limited) for a total purchase consideration
of INR 4,448 crores at a price of INR 13,46,986.01 per equity share by issuance and allotment of 62,85,30,012
(sixty two crores eighty five lakhs thirty thousand and twelve) fully paid-up equity shares of the Company
having face value of INR 1/- (Indian Rupee One) each at a price of INR 70.76 per equity share which was
357
Company Overview Statutory Reports Financial Statements: Standalone
the price determined in accordance with chapter V of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018 (”SEBI ICDR Regulations”), for a consideration
other than cash (for discharge of entire purchase consideration) from the shareholders of BCPL.
On August 10, 2022, the Company completed the above acquisition by issuing 62,85,30,012 fully paid-up
equity shares of the Company having face value of INR 1/- (Indian Rupee One). The same was accounted
using the share price of the Company as on the acquisition date of INR 55.45 per equity share which
amounted to INR 3,485 crores.Total investment of INR 3,828 crores includes INR 3,485 crores for which
shares were issued as mentioned above and INR 343 crores of fair value of existing ownership interest of
8.96% in BCPL as on date of acquisition.
Additionally, as on August 10, 2022, Zomato Hyperpure Private Limited, material subsidiary of the Company
had acquired the warehousing and ancillary services business (“Warehousing division”) of Hands on Trades
Private Limited (“HOTPL”, fellow subsidiary of BCPL until August 9, 2022), for an aggregate consideration
of INR 61 crores paid in cash.
41 The Company has made long term strategic investments in certain subsidiary companies, which are in
their initial/developing stage of operation and would generate growth and returns over a period of time.
These subsidiaries have incurred significant expenses for building the brand, market share and operations
which have added to the losses of these entities. The parent has committed to provide support to each of
its subsidiaries in the event they are unable to meet their individual liabilities.
Owing to the losses incurred by Zomato Hyperpure Private Limited (“ZHPL”), Blink Commerce Private
Limited (”BCPL”) (formerly known as Grofers India Private Limited) and Zomato Entertainment Private
Limited (”ZEPL”) (accumulated losses as of March 31, 2024 being INR 643 crores and INR 70 crores for
ZHPL and ZEPL respectively and losses of INR 1,399 crores for BCPL during the period August 10, 2022
to March 31, 2024) (“subsidiary companies”), the Company carried out an impairment assessment basis
fair value of the entity determined by a valuer using discounted future cashflows approach. Based on the
review of the performance and future plan of the subsidiary companies, the Company concluded that no
impairment is required as on March 31, 2024. The same was noted by the Audit Committee and the Board.
During the year ended March 31, 2024 and March 31, 2023, the Company conducted impairment tests of
its investments in subsidiaries. The recoverable value of the investments in subsidiaries are estimated
using Discounted cash flow method (“DCF”). The significant unobservable inputs used in the estimation
of recoverable value together with a quantitative sensitivity analysis as at March 31, 2024 and March 31,
2023 are as shown below:
Sensitivity analysis for the year ended March 31, 2024 is shown below:
(INR crores)
Significant unobservable inputs % change Change in
in input recoverable value
Weighted average cost of capital (+) 5 (1,021)
("WACC") (Ranging from 23% to 34%) (-) 5 1,175
Terminal growth rate (+) 5 55
(Ranging from 4% to 5%) (-) 5 (54)
358
Company Overview Statutory Reports Financial Statements: Standalone
Sensitivity analysis for the year ended March 31, 2023 is shown below:
(INR crores)
Significant unobservable inputs Sensitivity Change in
level in % recoverable value
Not yet Less than 1-2 years 2-3 years More than
due* 1 year 3 years
Not yet Less than 1-2 years 2-3 years More than
due* 1 year 3 years
359
Company Overview Statutory Reports Financial Statements: Standalone
* The amount of not yet due includes unbilled dues of INR 6 crores and INR 4 crores as at March 31, 2024 and March 31, 2023 respectively.
44 During the year ended March 31, 2022, the Company completed initial public offer (IPO) of 1,23,35,52,631
equity shares of face value of INR 1 each at an issue price of INR 76 per share, comprising fresh issue of
1,18,42,10,526 shares and offer for sale of 4,93,42,105 by Info Edge (India) Limited (existing shareholder).
Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on July 23, 2021.
The Company received an amount of INR 8,728 crores (net of IPO expenses of INR 272 crores) from proceeds
out of fresh issue of equity shares which were fully utilised during the previous financial year ended
March 31, 2023.
(INR crores)
360
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
361
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
362
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
363
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
(INR crores)
Sr. Name of the struck off Company Nature of transactions Relationship with the Balance outstanding Balance outstanding
No. with struck off Company struck off Company as at March 31, 2024* as at March 31, 2023*
364
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
46 Ratios :
Particulars Numerator Denominator March 31, 2024 March 31, 2023 Variance Reasons for Variance*
365
Financial Statements: Standalone
Notes to the Standalone Financial Statements
for the year ended March 31, 2024
CIN : L93030DL2010PLC198141
Particulars Numerator Denominator March 31, 2024 March 31, 2023 Variance Reasons for Variance*
Return on
Investment (%)
(a) Investment Income generated from
Time weighted Ratio has improved due to increase in
in Equity investment designated at 2.76% (4.65%) -159%
average investments valuation of Investments.
instruments FVTOCI
(b) Return on
Time weighted Ratio has improved due to change in
investment Investment income 7.03% 4.93% 43%
average investments asset allocation & higher yields.
(treasury funds)
(c) Return on
investment
Company Overview
Investment income
(treasury funds Time weighted Ratio has improved due to change in
including realised & 6.95% 4.93% 41%
including mark to average investments asset allocation & higher yields.
unrealised gains
market through
OCI)
* Ratios variances have been explained for any change by more than 25% as compared to the previous year.
Statutory Reports
366
Financial Statements: Standalone
Company Overview Statutory Reports Financial Statements: Standalone
47 The Ministry of Corporate Affairs (MCA) introduced certain requirements, where accounting softwares
used by the Company should have a feature of recording audit trail of each and every transaction (effective
April 01, 2023). The Company has an IT environment which is adequately governed with General information
technology controls (GITCs) for financial reporting process and the Company has assessed all of its IT
applications that are relevant for maintaining books of accounts.
The Company has used accounting software for maintaining its books of account for the year ended
March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software, except that:
· I n respect of certain inhouse developed software, the audit trail feature was not enabled at the database
level to log any direct changes to the database.
· In respect of a software used for payroll processing and purchase records (implemented w.e.f August
17, 2023) in which the database is maintained by a third party software service provider, the Company is
in the discussion with a third party service provider to implement audit trail feature at database level.
The Company has not noted any tampering of the audit trail feature in respect of the software for which
the audit trail feature was operating.
48 (a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(s), including foreign entity(s) (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(b) o funds (which are material either individually or in the aggregate) have been received by the
N
Company from any person(s) or entity(s), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
49 Recent pronouncements:
(a) The Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting Standards)
Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective for
annual periods beginning on or after April 01, 2023. The Company applied these amendments for the
first-time.
367
Company Overview Statutory Reports Financial Statements: Standalone
(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to
Ind AS 12
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no
longer applies to transactions that give rise to equal taxable and deductible temporary differences such
as leases. The Company previously recognised for deferred tax on leases on a net basis. As a result of
these amendments, the Company has recognised a separate deferred tax asset in relation to its lease
liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify
for offset as per the requirements of Ind AS 12, there is no impact in the balance sheet.
There are no standards that are notified and not yet effective as on the date.
Sd/- Sd/-
Akshant Goyal Sandhya Sethia
(Chief Financial Officer) (Company Secretary)
(PAN No. AIVPG9914G) (A-29579)
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 13, 2024 Date: May 13, 2024 Date: May 13, 2024
368