Eternal Ltd

1 Equity Shares allotted against exercise of ESOPs under ESOP 2018/ change in the mode of implementation and administration of ESOP 2018 also include Equity Shares allotted to the employees/ Trust in the ratio of 6699:1, pursuant to the corporate action adjustment made under aforesaid scheme.

iii. Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv. Listing on stock exchanges

The Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited (" NSE") (collectively referred to as ("Stock Exchanges")). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

9. Directors and Key Managerial Personnel ("KMP")

i. Appointment / re-appointment or resignation of director(s)

During the financial year under review, Sanjeev Bikhchandani (DIN: 00065640), non-executive nominee director, liable to retire by rotation was re-appointed by the shareholders in the 14^th Annual General Meeting ("AGM") held on August 28, 2024.

In accordance with the provisions of Section 152 of the Act and articles of association of the Company, Sanjeev Bikhchandani (DIN: 00065640) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Sanjeev Bikhchandani (DIN:

00065640) as non-executive nominee director for shareholders' approval at the ensuing 15^th AGM.

Further, Gunjan Tilak Raj Soni (DIN: 07333270) resigned as non-executive independent director of the Company, with effect from the close of business hours on October 11, 2024, prior to the expiry of her term. The resignation was submitted due to increased work commitments. She had also confirmed that there was no other material reason for her resignation.

ii. Appointment or resignation of KMP

During the financial year under review, there were no changes in the KMP(s).

iii. Declarations from independent director(s)

As on financial year ended on March 31, 2025, independent directors have confirmed that:

they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

they have complied with the code for independent directors prescribed under Schedule IV to the Act;

they have registered themselves with the independent director's databank maintained by the Indian Institute of Corporate Affairs;

they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

they have not been associated with any material supplier, service provider, or customer of the Company;

they have not been partner, proprietor, or employee of the Company's statutory audit firm during the preceding financial year;

they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and

apart from receiving director's remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding financial years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the preceding financial year.

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, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

iv. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters

The Nomination and Remuneration Policy ("NRC Policy") has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Company's directors and senior management personnel of the Company. The core objective of the NRC Policy is to attract, retain, and

reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, there were no changes made to the NRC Policy. The NRC Policy can be accessed at https://b.zmtcdn.com/investor- relations/6409f8fc614a9192103704b895f28e 1d_1744732783.pdf.

Information regarding the composition of the Board and its committees, and other relevant disclosures is available in the Corporate Governance Report, which forms a part of this Annual Report.

10. Number of meetings of Board

During the financial year under review, the Board met 7 (seven) times. The maximum interval between any two meetings of the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the directors therein have been disclosed in the Corporate Governance Report forming part of this Annual Report.

11. Performance evaluation of Board

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors, including independent directors.

The Nomination and Remuneration Committee ("NRC"), in consultation with the Board, defined the evaluation framework and criteria, which focus on both qualitative and quantitative aspects of governance. Key parameters used in the evaluation included:

Composition and diversity of the Board and its committees;

Clarity of roles and responsibilities;

Quality, timeliness, and adequacy of information shared with the Board;

Effectiveness of the Board's decision-making processes and strategic inputs;

Performance of the Chairperson in leading the Board;

Active participation and contribution of individual directors;

Functioning of committees in discharging their responsibilities effectively; and

Compliance with applicable regulatory requirements.

In compliance with Section 149(8) of the Act read with Schedule IV and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of independent directors was carried out. This evaluation was based on parameters laid out by the NRC in line with the Company's policy for evaluation of the performance of the board of directors, which is available on the Company's website and can be accessed at https://b.zmtcdn.com/investor-relations/ 22fae3abe6bf19863f86c68fad637404_1749792720.pdf.

To ensure objectivity and independence in the evaluation process for the financial year 2024-25, the Company engaged Nasdaq Corporate Solutions International Limited ("Nasdaq"), a globally recognised and independent expert in Board evaluation and governance advisory services.

Nasdaq adopted a two-phase methodology:

Survey-Based Assessment: All directors were requested to complete comprehensive evaluation questionnaires tailored to assess the effectiveness of the Board, committees, and individual performance including their self evaluation.

One-on-One Interviews: Nasdaq conducted in-depth, independent interviews with each non-executive director, providing an additional layer of qualitative insights and confidential feedback.

The evaluation provided a holistic view of the functioning of the Board and its committees, delving into governance dynamics, strategic engagement, leadership behaviour, culture, interpersonal effectiveness, and overall organisational vitality.

The findings and recommendations emerging from the evaluation were consolidated by Nasdaq and presented to the Chairperson of the NRC. These findings were then reviewed and discussed with the NRC and subsequently with the Board, ensuring a

transparent and constructive feedback loop. Based on these insights, the Board identified areas of strength as well as opportunities for further enhancement of its effectiveness.

12. Committees of the Board

As on the financial year ended March 31, 2025, the Board has five (5) committees constituted in compliance with the applicable provisions of the Act and SEBI Listing Regulations, as given below:

Audit Committee;

Nomination and Remuneration Committee;

Risk Management Committee;

Stakeholders' Relationship Committee; and Corporate Social Responsibility Committee.

While the Company has constituted several internal committees to facilitate effective management and operations. However, only such committees comprising of members of the Board are included in this Annual Report for disclosure purposes, as given below:

Investment Committee; and Fund Raising Committee.

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

13. Corporate Social Responsibility ("CSR") policy

The CSR Policy reflects its commitment to social welfare and sustainable development. It outlines the guiding principles, responsibilities, and structured approach for implementing meaningful initiatives that positively impact communities, particularly in areas surrounding the Company's area of operations.

A summary of the CSR Policy, along with other mandatory disclosures, is provided in Annexure - II.

14. Vigil mechanism and whistle blower policy

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices.

In pursuit of this commitment, a Vigil Mechanism and Whistle Blower Policy ("the Policy") has been established in accordance with the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a secure and confidential channel for employees, directors, and stakeholders to report any suspected misconduct, unethical behavior, fraud, or violations of the Company's Code of Conduct for employees without fear of retaliation. It also ensures direct access to the Chairperson of the Audit Committee, reinforcing independence and oversight.

Employees and other stakeholders are encouraged to report actual or suspected reportable matters as per the Policy. All reportable matters are objectively reviewed and investigated by an independent investigation team. Outcomes and actions taken are reported to the whistleblower committee and Audit Committee on a periodic basis.

The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee under this Policy. The Policy can be accessed at https://b.zmtcdn.com/investor-re lations/1c3b5842815b3bbedbd30b3538126f bc_1744732585.pdf.

During the financial year under review, 109 reportable matters were investigated and closed in a timely manner as per the Policy.

15. Risk management

i. Risk management policy:

The Board has constituted a Risk Management Committee (" RMC") to design, implement, and monitor the Company's risk management strategies. The RMC ensures that these procedures are effective and continuously reviewed.

The Company has a risk management framework that is embedded in it's decision making process across the organization to proactively identify, access and mitigate risks. The Company has a Risk Management Policy as part of the framework which provides guidance on identifying strategic and operational risks, assigning ownership, and implementing mitigation strategies. It also outlines the "Three Lines of Defence" model-comprising risk owners, the risk management team, and internal audit-for robust risk identification, evaluation, and independent

assurance. The policy was last revised in February, 2025 in line with SEBI Listing Regulations.

The risk management policy can be accessed at https://b.zmtcdn.com/investor-relations/0c43b655 a4f689f7e4b83b6259404afa_1746509347.pdf

The Governance, Risk & Compliance team is responsible for driving the Company's risk management practices. Risks are evaluated based on impact and likelihood, and the effectiveness of mitigants is assessed to ensure appropriate response strategies. This structured approach promotes transparency, minimizes potential adverse impacts on business objectives, and strengthens the Company's position by highlighting risk trends, exposures and emerging threats at both the Company and business segment levels.

ii. Risk and concerns:

In line with the ERM exercise which was conducted for Eternal at a consolidated group level, below are the strategic risks which have been identified and may impact Eternal in the long run. These risks have also been further mapped to the relevant Environmental, Social, and Governance (ESG) pillars from a sustainability standpoint:

Customer Experience Governance

Eternal may face the risk of revenue loss and erosion of brand loyalty if it fails to consistently deliver a superior customer experience. Key risk factors include service unavailability, inconsistent service quality, and ineffective grievance resolution-each of which can contribute to customer dissatisfaction and diminished trust.

Additionally, if Eternal fails to proactively adapt to evolving customer preferences such as changing expectations around product assortment, enhanced platform features and dynamic purchasing behaviors, it may negatively impact customer engagement, reduce retention rates, and constrain long-term growth trajectory of the Company.

To enhance customer experience and consistently deliver superior service, Eternal conducts regular training programs and feedback session for its partners, with focus on service quality and food handling. We work closely with all our partners

including restaurants, delivery partners, and sellers to help them continuously improve their services. We have dedicated support team which ensures timely grievance resolution of customers.

Eternal continuously adapts to evolving customer preferences and purchasing behaviors. We continue to expand product categories and assortment on Blinkit, introduce innovative features on Zomato like group ordering and food rescue, and develop solutions like operating it's own processing facility in Hyperpure to help restaurant partners scale efficiently. These strategic efforts aim to position Eternal as a one-stop solution for diverse customer and partner needs while enhancing agility in a dynamic market.

Driven by innovation and a customer-first mindset, Eternal is committed to setting new benchmarks in service excellence, digital convenience, and longterm customer satisfaction.

Technology Governance

As Eternal continues to scale and innovate in a rapidly evolving digital landscape, it faces heightened exposure to cybersecurity threats. This can compromise on data protection, disrupt services, and erode stakeholder trust leading to significant financial losses, regulatory penalties, and reputational damage. Further, extended app downtime and failure to adapt to emerging technologies may impact customer trust, user experience and business continuity.

Eternal has established dedicated teams and a well- defined governance framework for Cybersecurity, with focus on protecting data, ensuring platform resilience, and maintaining stakeholder trust. We have implemented advanced cybersecurity tools and adopted global best practices to strengthen and safeguard our technology infrastructure.

Regular testing, and proactive maintenance are carried out to identify and address potential threats. Initiatives such as Bug Bounty programs are carried out at regular intervals to highlight vulnerabilities and strengthen our security posture. Information security controls are designed to prevent, detect, and remediate risks, supported by continuous monitoring and periodic audits across our IT landscape.

Additionally, we conduct training and awareness programs to ensure all employees and partners

remain vigilant and aligned with evolving security protocols. As part of our broader digital strategy, we continuously assess and upgrade our systems to stay ahead of emerging technologies, minimize downtime risk, and maintain business continuity in an increasingly dynamic digital environment.

People Management Social

Eternal's ability to attract, retain, and develop top talent across all functions-along with challenges in building leadership pipeline and executing effective succession planning-may impact the Company's long-term capabilities, hinder innovation, and limit its ability to execute strategic priorities and drive sustainable growth.

Eternal offers competitive packages and employee benefits designed to attract and retain top talent in a highly competitive market. We have an Equal Opportunity, Diversity, and Inclusion policy to cultivate a culture of diversity, equity, and inclusion, creating and sustaining an environment where everyone feels valued and respected.

As part of these initiatives, the group provides equal parental leaves, counseling services for employee wellness, period leaves and other benefits to support well-being, reduce burnout, and improve retention. The Company also fosters a culture of mentorship to develop high-performing employees for future leadership roles, promoting both individual and organizational growth.

Eternal has a policy on Succession Planning for the Board and Senior Management Personnel. Additionally, the Company has reward and recognition programs that acknowledge and celebrate employee's achievements, motivating high performance employees.

By prioritizing succession planning, fostering diversity and inclusion, and nurturing talent through mentorship and support programs, Eternal is committed to building a strong, inclusive workforce capable of driving sustained success.

Business Strategy Governance

Eternal may face the risk of revenue stagnation and constrained growth in the absence of well-defined strategy for product innovation, technological advancement, and the effective management of store. This may lead to over-reliance on limited revenue streams, challenges in retaining and

acquiring new customers, and missed opportunities to capture emerging market trends and unlock new growth avenues.

Eternal is committed to enhancing stakeholder experience and driving long-term engagement through innovation, new product development. As a group, we continuously work on our stakeholder feedback to refine our offerings and ensure our services and products are in line with their preference and technological trends. Every new feature or product undergoes rigorous testing to ensure performance, quality, and reliability before launch.

To mitigate over-reliance on any single revenue stream, Eternal has strategically diversified its business across complementary verticals—including restaurant supply via Hyperpure, event, dining and entertainment ticketing through District, and a rapidly growing quick commerce segment via Blinkit.

By embedding innovation into our core strategy, expanding into new markets, and scaling operations with agility, Eternal is well-positioned to capture growth opportunities, adapt to changing market dynamics, and deliver long-term value to all stakeholders.

Competition Governance

Eternal may face negative impact on business, revenue and growth due to new entrants in the market or increased competition from existing competitors. This could lead to pricing pressures, higher customer acquisition costs, and challenges in maintaining product differentiation and customer loyalty.

We have a presence across high-growth business portfolios, which helps reduce reliance on a single service line and strengthens our position in the broader digital commerce ecosystem.

We consistently invest in research, technology, and data-driven insights to innovate our product offerings based on emerging trends and customer feedback. Eternal is deeply committed to providing exceptional customer service, fostering strong stakeholder relationships, and promoting retention and repeat business. We keep harnessing our execution capabilities through differentiated products, effective marketing and promotional activities and improved operational efficiencies across our businesses.

In addition, we closely monitor evolving market dynamics to proactively recalibrate our strategies in response to competitive shifts. We also prioritize the development of high-performing talent and crossfunctional capabilities to strengthen our competitive edge from within.

Eternal remains committed to long-term brand building through responsible, customer-first marketing and educational campaigns—designed to create enduring value, reinforce brand trust, and deepen customer engagement in an increasingly competitive landscape.

Stakeholder Management Governance

Eternal may face revenue loss, operational disruptions, and reputational damage due to ineffective management of key stakeholders. Risks such as delivery partner strikes, last-minute cancellations by artists or sponsors, supply chain interruptions affecting stores and warehouses, unexpected departures of critical third-party vendors, or service discrepancies could significantly impact customer relationships, service continuity, and overall business performance.

Eternal has established dedicated support teams for each key stakeholder group, ensuring proactive relationship management and swift resolution of grievances. We continuously launch targeted initiatives to attract, retain, and empower stakeholders across our platform, fostering longterm partnerships.

To safeguard operational continuity and ensure service excellence, we actively forecast stakeholder needs and implement measures to secure their availability, minimizing disruptions, ensure continuity of services during adverse conditions. We are committed to the well-being of our stakeholders and take various initiatives such as insurance coverage for delivery partners, regular training sessions for health and safety of delivery partners and manpower engaged through third-party vendors.

At Eternal, we recognize that our stakeholders are the backbone of our business across verticals. We remain dedicated to creating a supportive, rewarding, and sustainable ecosystem that enables them to grow and succeed alongside us.

Macro economics Social & Governance

Eternal may face negative impact on its revenue and growth due to fluctuations in global and local macroeconomic conditions and geopolitical volatility. These factors can influence interest rates, inflation, and overall economic stability, potentially eroding consumer confidence and shifting purchasing behaviors. This may lead to decreased demand, increased operational costs, and heightened market uncertainty, challenging company's ability to achieve sustained growth.

Eternal has strategically diversified its business across multiple verticals, catering to wide spectrum of customer needs, price points, and spending capacities. This diversification helps mitigate the impact of macroeconomic fluctuations by reducing dependency on a single customer segment.

The Company also deals in essential goods and services through its Quick Commerce business, which helps maintain steady demand even during periods of economic downturn. Additionally, Eternal continuously monitors both short-term and long-term macroeconomic trends and adapts its strategy accordingly. This includes launching or modifying products based on economic forecasts and reallocating resources efficiently to meet evolving customer needs during periods of volatility.

Through diversification, continuous market analysis, and strategic agility, Eternal strengthens its resilience against macroeconomic and geopolitical uncertainties, supporting sustained growth even in challenging environments.

16. Auditors and auditors' reports

i. Statutory auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years starting from the conclusion of the 10^th AGM till the conclusion of the 15^th AGM. Further, they have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act;

b. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and

c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

M/s. Deloitte Haskins & Sells have given unmodified opinion and have not given any qualification or reservation or adverse remark or disclaimer in their audit report on the audited financial statements (standalone and consolidated) of the Company for the financial year ended on March 31, 2025.

The Board recommends to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), as Statutory Auditors of the Company for the second term of 5 (five) consecutive years starting from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM, subject to the shareholders' approval at the ensuing 15^th AGM.

ii. Secretarial auditors

M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) were appointed as Secretarial Auditors of the Company for the financial year ended on March 31, 2025. The secretarial audit report does not contain any qualification or reservation or observation or adverse remark and is annexed as Annexure - III A.

Further, M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), also acted as Secretarial Auditors for Zomato Hyperpure Private Limited (" ZHPL"), and Blink Commerce Private Limited ("BCPL") material unlisted subsidiaries of the Company for the financial year ended on March 31, 2025. The secretarial audit reports of ZHPL and BCPL are also annexed as Annexure - III B and Annexure - III C, respectively.

The Company has submitted the annual secretarial compliance report with BSE and NSE in compliance of Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://b-zmtcdn.com/ investor-relations/7d5ca9c149918266e34fac2e3292 5eab_1748590074.pdf.

The Board recommends to appoint M/s. Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), a peer-reviewed firm as Secretarial Auditors of the

Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030, subject to the shareholders' approval at the ensuing 15^th AGM.

iii. Internal auditor

Deepak Ahluwalia, Chartered Accountant and Head of Governance, Risk & Compliance for the Company, continues to serve as the Internal Auditor in compliance with Section 138 of the Act.

In this role, he is entrusted with overseeing the internal audit function across business processes, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Company's systems and processes.

In discharge of his duties, he is supported by reputed firms of Chartered Accountants, providing independent assurance on the effectiveness of internal controls and procedures including compliance processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on a quarterly basis.

17. Internal financial controls and their adequacy

Internal financial controls are an integral part of the Company's risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business.

This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Company's business.

Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the

Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

(c) Independent design and operational testing by the Statutory and Secretarial Auditors.

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

18. Human resources

As on the financial year ended on March 31, 2025, the permanent employees on the rolls of the Company were 6,903 (on standalone basis) and 16,375 (on consolidated basis).

The Company's employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - IV.

In terms of Section 136 of the Act, Annual Report and financial statements of the Company are being sent to the shareholders excluding information on details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any shareholder is interested in obtaining a copy of the aforesaid information, such shareholder may send an email to the Company Secretary and Compliance Officer of the Company at companysecretary@eternal.com in this regard.

19. Disclosure regarding employee stock options plans

At Eternal, we view our Employee Stock Option Plan ("ESOP") as a strategic instrument to cultivate a culture of ownership, long-term thinking, and innovation among our team members. The ESOPs are designed to align our people with the Company's growth and success. We aim to reward merit and encourage an entrepreneurial mindset. This approach not only aids in attracting and retaining top talent but also fosters a sense of accountability and shared purpose, driving our collective journey towards enduring success.

During the financial year under review, the Company formulated ESOP 2024 pursuant to the resolution passed by the shareholders on June 29, 2024 through postal ballot. Further, during the financial year under review, the Company has also changed the mode of implementation and administration of ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 from direct route to trust route pursuant to the resolution passed by the shareholders on November 22, 2024 through postal ballot. As on financial year ended on March 31, 2025, the Company has five employees stock option plans ("ESOP Schemes") namely:

i) Foodie Bay Employee Stock Option Plan 2014 ("ESOP 2014");

ii) Zomato Employee Stock Option Plan 2018;

iii) Zomato Employee Stock Option Plan 2021;

iv) Zomato Employee Stock Option Plan 2022; and

v) Zomato Employee Stock Option Plan 2024.

Further, the shareholders vide special resolution dated November 22, 2024 approved providing interest free loan to Trust for implementation of ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 through Trust. Accordingly, during the year under review, the Company has provided interest free loan to the Trust for the aforesaid purpose.

In accordance with the terms of ESOP Schemes, options may be granted to employees of the Company and its subsidiaries which gives them rights to receive equity shares of the Company having face value of INR 1/- (Indian rupee one) each upon exercise.

The Company confirms that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP

Regulations").The Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2014, ESOP 2018, ESOP 2021, ESOP 2022 and ESOP 2024 have been implemented in accordance with the SEBI ESOP Regulations and the resolutions passed by the shareholders of the Company. The said certificates will be made available for inspection by the members electronically during the AGM of the Company.

Further, the details as required to be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at https://b.zmtcdn.com/investor- relations/esopdisclosurefy2025.pdf.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a zero-tolerance on sexual harassment and is committed to fostering a safe, respectful, and inclusive workplace for all. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its associated Rules, the Company has adopted a comprehensive Prevention of sexual harassment ("POSH") Policy.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community.

The Company has structured framework in place for employees to report cases of sexual harassment while ensuring complete confidentiality. The POSH policy can be accessed at https://b.zmtcdn.com/investor-relations/ de2ae4fa2e3a77106b3a201c354ac9fe_1744732203.pdf

To implement and uphold POSH policy, the Company has constituted an Internal Complaints Committee ("ICC") in accordance under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The ICC comprises of diverse members with relevant experience, dedicated to thoroughly investigate each case and make informed decision fairly and impartially. Beyond grievance redressal, the ICC also drives proactive initiatives—including

awareness campaigns, training sessions, and regular communications-to prevent harassment and promote a culture of dignity and inclusion.

Wherever violations have been identified, the Company has taken prompt and appropriate disciplinary action, reinforcing its unwavering commitment to a harassment-free workplace.

Details of complaints received and resolved during the financial year under review by the ICC are given below:

21. Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

22. Conservation of energy, technology absorption, and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are given hereunder:

i. Conservation of energy

The Company is committed towards conservation of energy and climate, which is reaffirmed in our actions and our environmental policy which is also available

on the website of the Company. Eternal continuously strives to reduce the environmental impact of its operations and lower its carbon footprint. It focuses on improving energy efficiency and improving waste management to reduce the overall environment footprint.

During the financial year under review, various initiatives / steps were taken to improve energy conservation and reduce carbon targets such as:

We have taken significant steps towards sustainable operations within our Hyperpure business by initiating transitioning to solar power. In one of our Gurgaon warehouse, we have commissioned a 300KW solar project for generation of clean energy.

We are helping our delivery partners in adoption or shifting to EV vehicles by connecting them with the EV rental agencies through the 'Rent an EV' feature on their app and provides them the option to deduct the rental amount from their payout. Between Zomato and Blinkit, there were more than ~ 52k EV based active delivery partners in March 2025. This further supports our target to move towards 100% EV based deliveries by 2030.

We are dedicated to the rationalization and optimal utilization of electrical equipment usage, including air-conditioning systems, office illumination, and beverage dispensers. This ensures we minimize energy waste and maximize efficiency in our operations.

We continue to prioritize the use of LED lights and LED monitors in our corporate offices, stores / warehouses. This initiative not only reduces energy consumption but also underscores our dedication to energy-efficient infrastructure.

To promote a culture of energy consciousness, we regularly share awareness and educational content with our employees through our internal communication channels. These initiatives encourage simple yet impactful actions, such as switching off lights when leaving meeting rooms and unplugging devices once they are fully charged.

Through these impactful initiatives, we are making substantial strides in energy conservation and carbon reduction, setting a benchmark for sustainability and environmental responsibility.

The details as required under Section 134 of the Act are given hereunder:

ii. Technology absorption

Eternal is a technology-first organization, harnessing the power of artificial intelligence, machine learning, and advanced data science to continuously drive innovation for our key stakeholders. We are committed to using technology to transform every aspect of our business, ensuring a seamless and exceptional experience for all stakeholders.

Eternal introduced Nugget, an AI-native customer support platform that handles over 15 million monthly interactions across Zomato, Blinkit, and Hyperpure, resolving up to 80% of customer grievances autonomously. This has resulted in faster query resolution, personalized support, improved customer satisfaction, and significant cost savings. Nugget is now also available to external businesses, enabling them to enhance their customer support operations effortlessly.

Zomato introduced the Food Rescue feature, aimed at reducing food wastage from order cancellations and promoting a more sustainable food delivery

ecosystem. When an order is canceled and the meal is still fresh, it is instantly offered at a discounted price to nearby customers in its original, untampered packaging. Through seamless tech integration, these orders are shown in real time to active users within the delivery partner's proximity, enabling quick acceptance and rapid delivery. This initiative helps minimize food waste and contributes to more responsible operations.

Zomato launched the web-based Restaurant Services Hub to simplify the process of setting up and running a restaurant. The platform supports restaurant partners with essential services such as FSSAI registration, hygiene audits, and staffing, through a trusted network of vendors. Having served over 6,000 restaurants, it ensures convenience, quality, and cost-efficiency-allowing partners to focus on growing their business without operational burdens. The service is available to all restaurants across India, regardless of their partnership with Zomato.

Blinkit launched the Seller Hub, a self-serve portal that simplifies the onboarding process for sellers looking to list their products on the Blinkit platform. The portal minimizes the need for human support by enabling sellers to register, and complete onboarding requirements independently. It also assists sellers in listing their products, giving them access to millions of customers through Blinkit's wide network of dark stores. This allows sellers to tap into India's rapidly growing quick commerce market and unlock significant growth opportunities.

The details as required under Section 134 of the Act are given hereunder:

iii. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo as required under Section 134 of the Act are given hereunder:

(INR crore)

Foreign exchange earnings and outgo are on an accrual basis.

23. Statutory disclosures

i. Details in respect of frauds reported by auditors

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors and M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

ii. Requirements for maintenance of cost records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. Annual return

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at www.eternal.com.

iv. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of March 31, 2025, to which the financial statements relate and the date of the report.

v. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

vi. Management discussion and analysis report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, management discussion and analysis report is set out as a separate section under this Annual Report.

vii. Business Responsibility and Sustainability Report (“BRSR”)

For the financial year 2024-25, the Company continues its commitment to sustainability reporting by aligning with the BRSR framework. The BRSR maps the Company's sustainability performance against the principles of the National Guidelines on Responsible Business Conduct ("NGRBC").

In line with regulatory requirements outlined by the Securities and Exchange Board of India ("SEBI"), the Company has adhered to the evolving BRSR framework as prescribed in the following circulars:

SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, which defined the BRSR Core framework and mandated reasonable assurance on select ESG indicators;

SEBI Press Release PR No.36/2024 dated December 18, 2024, Public announcement aligning with BRSR Core rollout

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024, which set out uniform industry standards for BRSR Core reporting

SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated March 28, 2025, which introduced relaxations for value chain disclosures and clarified implementation timelines.

The revised BRSR format includes a core set of Key Performance Indicators (KPIs) across nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider. In compliance with this requirement, the Company has appointed Deloitte Haskins & Sells LLP to provide assurance on these core KPIs and select non-core KPIs.

Additionally, while ESG disclosures related to value chain partners remain voluntary for the financial year under review, the Company has proactively included select ESG indicators for its value chain partners in the BRSR. The BRSR is presented as a separate section in this Annual Report in accordance with the above regulatory guidance.

viii. Corporate governance report

The Company has complied with all applicable corporate governance requirements as prescribed under the Act and SEBI Listing Regulations. Report on corporate governance is set out as a separate section under this Annual Report.

ix. Transactions with related parties

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

The policy on materiality of related party transactions and dealing with related party transactions (“RPT Policy") formulated by the Board can be accessed at https://b.zmtcdn.com/investor-relations/8ba6c21fa 54726568a4571a5a78dcbed_1744732656.pdf

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm's length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from the public was outstanding as on March 31,2025. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

xi. Particulars of loan and advances, guarantees and investments

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

xii. Downstream investment

During the financial year under review, the Company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Nondebt Instruments) Rules, 2019 ("NDI Rules") for the downstream investment made in other Indian entities during the financial year ended under review. The Company has also obtained a certificate, confirming compliance with FEMA read with the NDI Rules from M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), Statutory Auditors of the Company in respect of the downstream investment made by the Company.

xiii. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

On October 08, 2024, Nona Lifestyle Private Limited ("Operational Creditor") filed a petition bearing C.P. (IB) - 670/2024 to initiate corporate insolvency resolution process under Section 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 (" Original Petition") against the Company ("Corporate Debtor") before National Company Law Tribunal, Delhi, Bench - II ("NCLT"). The Operational Creditor has alleged non-payment of approximately

INR 1.64 crore for orders placed by Corporate Debtor pertaining to customised uniforms and promotional apparel. Vide Order dated November 25, 2024, the Original Petition was dismissed for want of prosecution without issuance of notice to the Corporate Debtor.

On December 24, 2024, the Operational Creditor filed a restoration application bearing Rst. A (IBC) - 152/2024 ("Restoration Application") for restoration of the Original Petition. As the financial year ended on March 31, 2025, the Restoration Application was pending adjudication. Subsequently, vide Order dated April 03, 2025, NCLT was pleased to reject the Restoration Application and resultant, the Original Petition was also not restored.

xiv. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs ("MCA").

xv. Revision of financial statements and Board Report

During the financial year under review, there were no revisions in the financial statements and Board Report of the Company.

xvi. Utilisation of proceeds of QIP

The Company has issued 33,64,73,755 Equity Shares at an issue price of INR 252.62 per Equity Share, aggregating to INR 8,500 crore through QIP.

Details of utilisation of proceeds of QIP for the financial year under review, are given herein below: