We have audited the accompanying standalonefinancial statements of Eternal Limited (the"Company"), which comprise the Balance Sheet asat March 31, 2026, and the Statement of Profit andLoss (including Other Comprehensive Income), theStatement of Cash Flows and the Statement ofChanges in Equity for the year ended on that date,and notes to the financial statements, including asummary of material accounting policies and otherexplanatory information which includes Foodie BayEmployees ESOP Trust ("trust") (herein referred to as"the standalone financial statements").
In our opinion and to the best of our informationand according to the explanations given to us andbased on the consideration of reports of the otherauditor on separate financial statements of FoodieBay Employees ESOP Trust ("trust") referred toin the Other Matters section below, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 (the "Act") in themanner so required and give a true and fair view inconformity with the Indian Accounting Standardsprescribed under section 133 of the Act, ("Ind AS")and other accounting principles generally acceptedin India, of the state of affairs of the Company as atMarch 31, 2026, its profit and other comprehensiveloss, its cash flows and the changes in equity for theyear ended on that date.
We conducted our audit of the standalone financialstatements in accordance with the Standards onAuditing ("SA"s) specified under section 143(10) ofthe Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibilityfor the Audit of the Standalone Financial Statementssection of our report. We are independent of theCompany in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants ofIndia ("ICAI") together with the ethical requirementsthat are relevant to our audit of the standalonefinancial statements under the provisions of the Actand the Rules made thereunder, and we have fulfilledour other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics.We believe that the audit evidence obtained by usand the audit evidence obtained by the other auditorin terms of their reports referred to in the OtherMatters section below, is sufficient and appropriate toprovide a basis for our audit opinion on the standalonefinancial statements.
We draw attention to Note 35(a) to the standalonefinancial statement relating to the orders receivedby the Company from GST authorities in respect ofGST on delivery charges. The Company, supportedby the external expert's advice, is of the view that,it has strong case on merits. Given the uncertaintyinvolved, the ultimate outcome will be ascertained onthe disposal of the above matter.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in ourprofessional judgment, were of most significance inour audit of the standalone financial statements ofthe current period. These matters were addressed inthe context of our audit of the standalone financialstatements as a whole, and in forming our opinionthereon, and we do not provide a separate opinionon these matters. We have determined the mattersdescribed below to be the key audit matters to becommunicated in our report:
Sr. No.
Key Audit Matter
Auditor's Response
1.
Fair valuation of investment in other entities
Principal audit procedures performed:
(Refer note 5 & 29 of the standalone financial
• Evaluated the design, implementation and tested
statement)
operating effectiveness of relevant internalcontrols relating to determination of the fair
The Company has made investmentsin CureFit Healthcare Private Limited,
value of investment in the said entities.
Shiprocket Limited, Samast Technologies
• Evaluated the objectivity and competence of the
Private Limited and Adonmo Private Limited
specialist engaged by the Company and reviewed
where the aggregate carrying value of theseinvestments as on March 31, 2026, is INR 1,781
the valuation report issued by such specialist.
crores. These investments are measured
• With the assistance of our valuation specialists,
at Fair Value through Other Comprehensive
we have assessed overall reasonableness of
Income ('FVTOCI') as at March 31, 2026.
the methodology used and assumptions usedparticularly those relating to the weighted
We considered the valuation assumptions
average cost of capital, terminal growth rate and
relating to weighted average cost of capital,terminal growth rate, revenue multiple and
revenue multiple.
the methodology in estimation of fair value of
• Assessed the adequacy of the disclosures made
these investments as a key audit matter dueto the significance of the investment amountand the significant estimates and judgementinvolved in determination of fair value.
in the financial statements.
2.
Revenue Recognition
(Refer note 18 & 2.2.ix of the standalone
• We obtained an understanding, evaluated the
financial statement)
design and tested the operating effectivenessof (i) the general IT controls, automated controls
The Company provides an e-commerce
and control over system generated reports
platform that enables merchants to sell their
relevant for revenue recognition by involving
food items to users through the platform. The
our IT specialist; (ii) controls over recording
Company mainly generates revenue through
of revenue relating to food delivery business;
commission revenue.
and (iii) control over reconciliations performedbetween the commission revenue recorded and
The Company's revenue process is largelyautomated and relies significantly on its IT
amount received from payment gateway;
systems.
• We tested inter se reconciliations between
We considered accuracy of commissionrevenue relating to food delivery as a key audit
reports generated from relevant IT systems with
general ledger;
matter because of the complexity of the IT
• We tested, on a sample basis, underlying
systems and significance of volumes of data
contracts, identifying the key terms and
processed by the IT systems.
attributes from the contracts and checking themagainst the underlying data from the systemused in the transaction processes and thenrecalculating the revenue amount.
• Assessed the adequacy of the disclosures madein the financial statements.
Sr. No. Key Audit Matter
3. Impairment of investment in a subsidiaries
(Refer note 5 & 37 of the standalone financial
the operating effectiveness of relevant internal
Investments in subsidiaries are accounted
controls relating to impairment assessment of
for at cost less impairment in the Company's
investment in subsidiary.
standalone financial statements;
• Evaluated the reasonableness of the business
If impairment indicators exist, the recoverable
assumptions relating to future revenue growth;
amounts of the investments in subsidiaries
• Evaluated the objectivity and competency of the
are estimated in order to determine the
extent of the impairment loss, if any. Any
the valuation report issued by such specialist;
such impairment loss is recognised in the
• We have used our valuation specialists to assess
Statement of Profit and Loss;
overall reasonableness of the assumptions
During the current year, based on identified
used particularly those relating to the weighted
impairment indicators, management has
average cost of capital , terminal growth rate and
carried out impairment assessment by
revenue multiple, as applicable;
comparing the carrying value of these
• Performed sensitivity analysis on the key
investments to their recoverable amount
assumptions such as weighted average cost
to determine whether an impairment was
of capital, terminal growth rate and revenue
required to be recognized.
multiple, as applicable;
We considered the assumptions relating
to future revenue growth and the valuationassumptions, specifically, the assumptionsrelating to weighted average cost of capital,terminal growth rate and revenue multiple, asapplicable, used in estimation of recoverablevalue of the investment in Zomato HyperpurePrivate Limited (with carrying value of INR2,414 Crores as on March 31, 2026), OrbgenTechnologies Private Limited (with carryingvalue of INR 1,441 Crores as on March 31, 2026),Wasteland Entertainment Private Limited (withCarrying value of INR 877 Crores as on March31, 2026) and Blink Commerce Private Limited(with Carrying value of INR 9,597 Crores as onMarch 31, 2026) as key audit matter due to thesignificance of the investment amount and thesignificant estimates and judgement involvedin estimation of these assumptions.
• The Company's Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the Boardreport, but does not include the consolidated
financial statements, standalone financialstatements and our auditor's report thereon. TheBoard report is expected to be made available tous after the date of this auditor's report.
Our opinion on the standalone financial statementsdoes not cover the other information and we will
not express any form of assurance conclusionthereon.
• I n connection with our audit of the standalonefinancial statements, our responsibility is to readthe other information identified above when itbecomes available and, in doing so, considerwhether the other information is materiallyinconsistent with the standalone financialstatements or our knowledge obtained during thecourse of our audit or otherwise appears to bematerially misstated.
• When we read the Board report, if we concludethat there is a material misstatement therein, weare required to communicate the matter to thosecharged with governance as required under SA 720'The Auditor's responsibilities Relating to OtherInformation'.
The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the Act withrespect to the preparation of these standalonefinancial statements that give a true and fair viewof the financial position, financial performanceincluding other comprehensive income, cash flowsand changes in equity of the Company in accordancewith the accounting principles generally accepted inIndia, including Ind AS specified under section 133 ofthe Act. This responsibility also includes maintenanceof adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent;and design, implementation and maintenance ofadequate internal financial controls, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevantto the preparation and presentation of the financialstatements that give a true and fair view and are freefrom material misstatement, whether due to fraud orerror.
In preparing the standalone financial statements,management and Board of Directors are responsible
for assessing the Company's ability to continue asa going concern, disclosing, as applicable, mattersrelated to going concern and using the going concernbasis of accounting unless the Board of Directorseither intend to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Company's Board of Directors is also responsiblefor overseeing the Company's financial reportingprocess.
Our objectives are to obtain reasonable assuranceabout whether the standalone financial statementsas a whole are free from material misstatement,whether due to fraud or error, and to issue anauditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not aguarantee that an audit conducted in accordancewith SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud orerror and are considered material if, individually or inthe aggregate, they could reasonably be expected toinfluence the economic decisions of users taken onthe basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Id enti f y a n d a ssess th e risks of materi almisstatement of the standalone financialstatements, whether due to fraud or error, designand perform audit procedures responsive tothose risks, and obtain audit evidence that issufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higherthan for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal financialcontrols relevant to the audit in order to designaudit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of theAct, we are also responsible for expressing ouropinion on whether the Company has adequateinternal financial controls with reference to
standalone financial statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by the management.
• Conclude on the appropriateness ofmanagement's use of the going concern basisof accounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company's ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are requiredto draw attention in our auditor's report to therelated disclosures in the standalone financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor's report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether thestandalone financial statements represent theunderlying transactions and events in a mannerthat achieves fair presentation.
• Obtain sufficient appropriate audit evidenceregarding the financial information of theCompany which includes the trust to express anopinion on the standalone financial statements.We are responsible for the direction, supervisionand performance of the audit of the financialstatements of such entities included in thestandalone financial statements of which we arethe independent auditor. For the trust included inthe standalone financial statements, which havebeen audited by the other auditor, such otherauditor remain responsible for the direction,supervision and performance of the auditscarried out by them. We remain solely responsiblefor our audit opinion.
Materiality is the magnitude of misstatements in thestandalone financial statements that, individually orin aggregate, makes it probable that the economicdecisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced.
We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatementsin the standalone financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internalfinancial controls that we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear onour independence, and where applicable, relatedsafeguards.
From the matters communicated with those chargedwith governance, we determine those mattersthat were of most significance in the audit of thestandalone financial statements of the current periodand are therefore the key audit matters. We describethese matters in our auditor's report unless law orregulation precludes public disclosure about thematter or when, in extremely rare circumstances, wedetermine that a matter should not be communicatedin our report because the adverse consequences ofdoing so would reasonably be expected to outweighthe public interest benefits of such communication.
We did not audit the financial statements of trustincluded in the standalone financial statements ofthe Company whose financial statements reflecttotal assets of ' 34 crores as at 31st March 2026 andtotal revenue of ' Nil and net cash inflows to ' Nilfor the year ended on that date, as considered inthe standalone financial statements. The financialstatements of trust have been audited by the otherauditor whose reports have been furnished to us, andour opinion in so far as it relates to the amounts anddisclosures included in respect of the trust and ourreport in terms of subsection (3) of Section 143 ofthe Act, in so far as it relates to the aforesaid trust, isbased solely on the report of such other auditor.
Our opinion on the standalone financial statementsand our report on Other Legal and RegulatoryRequirements below is not modified in respect ofthese matters.
1. As required by Section 143(3) of the Act, based onour audit and on the consideration of the reportsof the other auditor on the separate financialstatements of the trust, referred to in the OtherMatters section above, we report that:
a) We have sought and obtained all theinformation and explanations which tothe best of our knowledge and belief werenecessary for the purposes of our audit.
b) In our opinion, proper books of accountas required by law have been kept by theCompany so far as it appears from ourexamination of those books, except for notcomplying with the requirement of audit trailas stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profitand Loss including Other ComprehensiveIncome, the Statement of Cash Flows andStatement of Changes in Equity dealt withby this Report are in agreement with therelevant books of account.
d) In our opinion, the aforesaid standalonefinancial statements comply with the Ind ASspecified under Section 133 of the Act.
e) On the basis of the written representationsreceived from the directors as on March31, 2026 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2026 from being appointed asa director in terms of Section 164(2) of theAct.
f) The modification relating to the maintenanceof accounts and other matters connectedtherewith, is as stated in paragraph (b) above.
g) With respect to the adequacy of theinternal financial controls with referenceto standalone financial statements of theCompany and the operating effectiveness ofsuch controls, refer to our separate Reportin "Annexure A". Our report expresses anunmodified opinion on the adequacy andoperating effectiveness of the Company'sinternal financial controls with reference tostandalone financial statements.
h) With respect to the other matters to beincluded in the Auditor's Report in accordance
with the requirements of section 197(16) ofthe Act, as amended, in our opinion and to thebest of our information and according to theexplanations given to us, the remunerationpaid by the Company to its directors duringthe year is in accordance with the provisionsof section 197 of the Act.
i) With respect to the other matters to beincluded in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended in ouropinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impactof pending litigations on its financialposition in its standalone financialstatements - Refer Note 35 to thestandalone financial statements;
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii. There were no amounts which wererequired to be transferred to the InvestorEducation and Protection Fund by theCompany.
iv. (a) The Management has represented
that, to the best of its knowledge andbelief, no funds have been advancedor loaned or invested (either fromborrowed funds or share premium orany other sources or kind of funds)by the Company to or in any otherperson(s) or entity(ies), includingforeign entities ("Intermediaries"),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, directlyor indirectly lend or invest in otherpersons or entities identified inany manner whatsoever by or onbehalf of the Company ("UltimateBeneficiaries") or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(b) The Management has represented,that, to the best of its knowledgeand belief, no funds have beenreceived by the Company from anyperson(s) or entity(ies), including
foreign entities ("Funding Parties"),with the understanding, whetherrecorded in writing or otherwise,that the Company shall, directly orindirectly, lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalfof the Funding Party ("UltimateBeneficiaries") or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(c) Based on the audit proceduresperformed that have beenconsidered reasonable andappropriate in the circumstances,nothing has come to our notice thathas caused us to believe that therepresentations under sub-clause(i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain anymaterial misstatement.
v. The company has not declared or paidany dividend during the year and has notproposed final dividend for the year.
vi. Based on our examination, which includedtest checks, the Company has usedaccounting software for maintainingits books of account for the year endedMarch 31, 2026, which has a feature ofrecording audit trail (edit log) facilityand the same has operated throughoutthe year for all relevant transactionsrecorded in the software(s), except that:
(a) in respect of certain accountingsoftware(s), the audit trail log fordirect data changes at database levelin the software is being maintainedthroughout the year, at any given
point in time for a period up to 30days for all relevant transactionsrecorded in the software.
(b) in respect of an accountingsoftware(s) operated by third partysoftware service provider, formaintaining payroll records andpurchase records, in the absenceof an independent auditor 's systemand organization controls reportcovering the requirement of audittrail at database level, we are unableto comment whether the audit trailat database level was enabled andoperated throughout the year andwhether there were any instances ofthe audit trail (edit log) feature beentampered with.
Further, during the course of our audit,we did not come across any instance ofthe audit trail feature being tamperedwith in respect of the said accountingsoftware for the period for which theaudit trail feature was operating and logwas maintained.
Additionally, the audit trail that wasenabled and operated for the year endedMarch 31, 2024 and year ended March 31,2025, has been preserved by the Companyas per the statutory requirements forrecord retention, as stated in Note 44 tothe financial statements.
2. As required by the Companies (Auditor's Report)Order, 2020 ("the Order") issued by the CentralGovernment in terms of Section 143(11) of the Act,we give in "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells
Chartered Accountants(Firm's Registration No. 015125N)
Sd/-
Vikas Khurana
(Partner)
Place: Gurugram (Membership No. 503760)
Date: April 28, 2026 (UDIN: 26503760ARSMCA1359)