Independent Auditor's Report

To The Members of Zomato Limited
Report on the Audit of the Consolidated
Financial Statements

Opinion

We have audited the accompanying consolidated
financial statements of Zomato Limited ("the
Parent"/ "the Company") and its subsidiaries and
trusts (the Parent, its subsidiaries and its trusts
together referred to as "the Group") which includes
the Group's share of loss in its associate and joint
venture, which comprise the Consolidated Balance
Sheet as at March 31, 2023, and the Consolidated
Statement of Profit and Loss (including Other
Comprehensive Loss), the Consolidated Cash
Flow Statement and the Consolidated Statement
of Changes in Equity for the year then ended, and
a summary of significant accounting policies and
other explanatory information (herein referred to as
"the consolidated financial statements").

In our opinion and to the best of our information
and according to the explanations given to us,
and based on the consideration of reports of the
other auditors on separate financial statements of
the subsidiaries and trust referred to in the Other
Matters section below the aforesaid consolidated
financial statements give the information required
by the Companies Act, 2013 ("the Act") in the manner
so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as
amended ('Ind AS') and other accounting principles
generally accepted in India, of the consolidated
state of affairs of the Group as at March 31, 2023,
and their consolidated loss, their consolidated total
comprehensive loss, their consolidated cash flows

and their consolidated changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial
statements in accordance with the Standards on
Auditing (SAs) specified under section 143 (10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibility
for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the
Group, its associate and joint venture in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together with
the ethical requirements that are relevant to our audit
of the consolidated financial statements under the
provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI's
Code of Ethics. We believe that the audit evidence
obtained by us and the audit evidence obtained by the
other auditors in terms of their reports referred to in
the sub-paragraph (a) of the Other Matters section
below is sufficient and appropriate to provide a basis
for our audit opinion on the consolidated financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the consolidated financial statements of
the current year. These matters were addressed in
the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report.

Information Other than the Financial
Statements and Auditor's Report
Thereon

• The Parent's Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board's
report, but does not include the consolidated
financial statements, standalone financial
statements and our auditor's report thereon. The
Board report is expected to be made available to
us after the date of this auditor's report.

• Our opinion on the consolidated financial
statements does not cover the other information
and we will not express any form of assurance
conclusion thereon.

• I n connection with our audit of the consolidated
financial statements, our responsibility is to read
the other information identified above when it

becomes available, compare with the financial
statements of the subsidiaries and trust audited
by the other auditors, to the extent it relates to
these entities and, in doing so, place reliance
on the work of the other auditors and consider
whether the other information is materially
inconsistent with the consolidated financial
statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated. Other information so far
as it relates to the subsidiaries and trust is traced
from their financial statements audited by the
other auditors.

• When we read the Board's Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance as required under SA
720 'The Auditor's responsibilities Relating to
Other Information'.

Responsibilities of Management and
Those Charged with Governance for the
Consolidated Financial Statements

The Parent's Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these consolidated
financial statements that give a true and fair view
of the consolidated financial position, consolidated
financial performance including other comprehensive
loss, consolidated cash flows and consolidated
changes in equity of the Group including its associate
and joint venture in accordance with the Ind AS and
other accounting principles generally accepted
in India. The respective Board of Directors of the
companies included in the Group and of its associate
and joint venture are responsible for maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding the
assets of the Group and its associate and its joint
venture and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are free
from material misstatement, whether due to fraud
or error, which have been used for the purpose of
preparation of the consolidated financial statements
by the Directors of the Parent, as aforesaid.

In preparing the consolidated financial statements,
the respective Board of Directors of the companies
included in the Group and of its associate and joint
venture are responsible for assessing the ability
of the respective entities to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the respective Board of Directors
either intends to liquidate their respective entities or
to cease operations, or has no realistic alternative but
to do so.

The respective Board of Directors of the companies
included in the Group and of its associate and joint
venture are also responsible for overseeing the

financial reporting process of the Group and of its
associate and joint venture.

Auditor's Responsibility for the Audit of
the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance
about whether the consolidated financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit.
We also:

• Identify and assess the risks of material
misstatement of the consolidated financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Parent has adequate internal
financial controls with reference to consolidated
financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by the
management.

• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events
or conditions that may cast significant doubt on
the ability of the Group and its associate and joint
venture to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to
the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor's report. However, future events or
conditions may cause the Group and its associate
and joint venture to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and
content of the consolidated financial statements,
including the disclosures, and whether the
consolidated financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial information of the entities
within the Group and its associate and joint venture
to express an opinion on the consolidated financial
statements. We are responsible for the direction,
supervision and performance of the audit of the
financial statements of such entities included in
the consolidated financial statements of which we
are the independent auditors. For the other entities
included in the consolidated financial statements,
which have been audited by other auditors, such
other auditors remain responsible for the direction,
supervision and performance of the audits carried
out by them. We remain solely responsible for our
audit opinion.

Materiality is the magnitude of misstatements in the
consolidated financial statements that, individually
or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
consolidated financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to

evaluate the effect of any identified misstatements
in the consolidated financial statements.

We communicate with those charged with governance
of the Parent regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
consolidated financial statements of the current year
and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matters

a) We did not audit the financial statements of
certain subsidiaries and trust, whose financial
statements reflect total assets of INR 27,411
million as at March 31, 2023 and total revenue
of INR 23,737 million for the year ended on that
date, as considered in the Consolidated Financial
Statements. These financial statements have
been audited by other auditors whose reports have
been furnished to us by the Management, and our
opinion on Consolidated Financial Statements, in
so far as it relates to the amounts and disclosures
included in respect of these subsidiaries and
trust and our report in terms of subsection (3) of
Section 143 of the Act, in so far as it relates to the
aforesaid subsidiaries and trusts, is based solely
on the report of other auditors.

b) We did not audit the financial information of
certain subsidiaries and trust, whose financial

information reflect total assets of INR 1,037
million as at March 31, 2023 and total revenues
of INR 312 million for the year ended on that
date, as considered in the consolidated
financial statements. The consolidated financial
statements also include the Group's share of net
loss of INR 3 million for the year ended March 31,
2023, as considered in the consolidated financial
statements, in respect of an associate and a joint
venture, whose financial information have not
been audited by us. These financial information
are unaudited and have been furnished to us
by the Management and our opinion on the
consolidated financial statements, in so far as it
relates to the amounts and disclosures included in
respect of these subsidiaries, trust, joint venture
and associate is based solely on such unaudited
financial information. In our opinion and according
to the information and explanations given to us by
the Management, these financial information are
not material to the Group.

Ou r opi nion on th e con soli d ated fin a n ci al
statements above and our report on Other Legal
and Regulatory Requirements below, is not
modified in respect of the above matters with
respect to our reliance on the work done and the
reports of the other auditors and the financial
information certified by the Management.

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143(3) of the Act, based
on our audit and on the consideration of the
reports of the other auditors on the separate
financial statements of the subsidiaries referred
to in the Other Matters section above, we
report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated
financial statements.

b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept
so far as it appears from our examination of those
books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss including Other
Comprehensive Loss, the Consolidated Statement
of Cash Flows and the Consolidated Statement of
Changes in Equity dealt with by this Report are
in agreement with the relevant books of account
maintained for the purpose of preparation of the
consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial
statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations
received from the directors of the Parent as on
March 31, 2023 taken on record by the Board of
Directors of the Company and the reports of
the statutory auditors of subsidiary companies
incorporated in India, audited by other auditors
referred to in the above Other Matters section,
none of the directors of the Group companies
incorporated in India is disqualified as on
March 31, 2023 from being appointed as a director
in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to consolidated
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure A" which is based
on the auditors' reports of the Parent and nine
subsidiary companies. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of internal financial controls with
reference to consolidated financial statements of
those companies.

g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended.

In our opinion and to the best of our information and
according to the explanations given to us and based
on the auditor's report of subsidiaries companies
incorporated in India, the remuneration paid by
the Parent and such subsidiaries companies to its
directors during the year is in accordance with the
provisions of section 197 of the Act.

h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the best of
our information and according to the explanations
given to us:

(i) The consolidated financial statements
disclose the impact of pending litigations
on the consolidated financial position of the
Group, its associate and its joint venture.
Refer Note 44 to the consolidated financial
statements.

(ii) The group, its associates and joint venture
did not have any material foreseeable losses
on long-term contracts including derivative
contracts.

(iii) There were no amount which were required
to be transferred, to the Investor Education
and Protection Fund by the Parent and its
subsidiary companies incorporated in India.

(iv) (a) The respective Managements of the Parent

and its subsidiaries which are companies
incorporated in India whose financial
statements have been audited under the
Act have represented to us and the other
auditors of such subsidiaries respectively
that, to the best of their knowledge and
belief, as disclosed in the notes to the
accounts, 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 such subsidiaries to or in
any other person(s) or entity(ies), 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 Company or any of such
subsidiaries ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(b) The respective Managements of the Parent
Company and its subsidiaries which are
companies incorporated in India whose
financial statements have been audited
under the Act have represented to us and
the other auditors of such subsidiaries
respectively that, to the best of their
knowledge and belief, as disclosed in
the notes to accounts, no funds (which
are material either individually or in the
aggregate) have been received by the
Parent Company or any of such subsidiaries
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded
in writing or otherwise, that the Parent
Company or any of such 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.

(c) Based on the audit procedures that
has been considered reasonable and
appropriate in the circumstances
performed by us and those performed by
the auditors of the subsidiaries which are
companies incorporated in India whose
financial statements have been audited
under the Act, nothing has come to our
or other auditor's notice that has caused
us or the other auditors to believe that
the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under (a)
and (b) above, contain any material mis¬
statement.

(v) The Parent and its subsidiaries which are
companies incorporated in India, whose
financial statements have been audited under
the Act, have not declared or paid any dividend
during the year and has not proposed final
dividend for the year.

(vi) Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining
books of account using accounting software

which has a feature of recording audit
trail (edit log) facility is applicable w.e.f.
April 1, 2023 to the Parent and its subsidiaries
which are companies incorporated in India,
and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014
is not applicable for the financial year ended
March 31, 2023.

2. With respect to the matters specified in clause
(xxi) of paragraph 3 and paragraph 4 of the
Companies (Auditor's Report) Order, 2020 ("CARO"/
"the Order") issued by the Central Government in

terms of Section 143(11) of the Act, according
to the information and explanations given to us,
and based on the CARO reports issued by us and
the auditors of respective companies included in
the consolidated financial statements to which
reporting under CARO is applicable, as provided to
us by the Management of the Parent Company, we
report that there are no qualifications or adverse
remarks by the respective auditors in the CARO
reports of the said companies included in the
consolidated financial statements except for the
following:

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No. 015125N)

Sd/-

Vikas Khurana

(Partner)

Place: Gurugram (Membership No. 503760)

Date: May 22, 2023 UDIN: 23503760BGYDQA2211)