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AUDITOR'S REPORT

Eternal Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 303986.05 Cr. P/BV 9.80 Book Value (₹) 32.15
52 Week High/Low (₹) 368/213 FV/ML 1/1 P/E(X) 830.70
Bookclosure EPS (₹) 0.38 Div Yield (%) 0.00
Year End :2026-03 

We have audited the accompanying standalone
financial statements of Eternal Limited (the
"Company"), which comprise the Balance Sheet as
at March 31, 2026, and the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date,
and notes to the financial statements, including a
summary of material accounting policies and other
explanatory information which includes Foodie Bay
Employees ESOP Trust ("trust") (herein referred to as
"the standalone 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
auditor on separate financial statements of Foodie
Bay Employees ESOP Trust ("trust") referred to
in the Other Matters section below, the aforesaid
standalone 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, ("Ind AS")
and other accounting principles generally accepted
in India, of the state of affairs of the Company as at
March 31, 2026, its profit and other comprehensive
loss, its cash flows and the changes in equity for the
year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing ("SA"s) 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 Standalone Financial Statements
section of our report. We are independent of the
Company 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 standalone
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 auditor
in terms of their reports referred to in the Other
Matters section below, is sufficient and appropriate to
provide a basis for our audit opinion on the standalone
financial statements.

Emphasis of Matter

We draw attention to Note 35(a) to the standalone
financial statement relating to the orders received
by the Company from GST authorities in respect of
GST on delivery charges. The Company, supported
by the external expert's advice, is of the view that,
it has strong case on merits. Given the uncertainty
involved, the ultimate outcome will be ascertained on
the disposal of the above matter.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone 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:

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 internal
controls relating to determination of the fair

The Company has made investments
in 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 these
investments 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 used
particularly 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 due
to the significance of the investment amount
and the significant estimates and judgement
involved in determination of fair value.

in the financial statements.

2.

Revenue Recognition

Principal audit procedures performed:

(Refer note 18 & 2.2.ix of the standalone

• We obtained an understanding, evaluated the

financial statement)

design and tested the operating effectiveness
of (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 performed
between the commission revenue recorded and

The Company's revenue process is largely
automated and relies significantly on its IT

amount received from payment gateway;

systems.

• We tested inter se reconciliations between

We considered accuracy of commission
revenue 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 them
against the underlying data from the system
used in the transaction processes and then
recalculating the revenue amount.

• Assessed the adequacy of the disclosures made
in the financial statements.

Sr. No. Key Audit Matter

Auditor's Response

3. Impairment of investment in a subsidiaries

Principal audit procedures performed:

(Refer note 5 & 37 of the standalone financial

• Evaluated the design, implementation and tested

statement)

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

specialist engaged by the Company and reviewed

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

• Assessed the adequacy of the disclosures made

to future revenue growth and the valuation
assumptions, specifically, the assumptions
relating to weighted average cost of capital,
terminal growth rate and revenue multiple, as
applicable, used in estimation of recoverable
value of the investment in Zomato Hyperpure
Private Limited (with carrying value of INR
2,414 Crores as on March 31, 2026), Orbgen
Technologies Private Limited (with carrying
value of INR 1,441 Crores as on March 31, 2026),
Wasteland Entertainment Private Limited (with
Carrying value of INR 877 Crores as on March
31, 2026) and Blink Commerce Private Limited
(with Carrying value of INR 9,597 Crores as on
March 31, 2026) as key audit matter due to the
significance of the investment amount and the
significant estimates and judgement involved
in estimation of these assumptions.

in the financial statements.

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

• The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the Board
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 standalone 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 standalone
financial statements, our responsibility is to read
the other information identified above when it
becomes available and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained during the
course of our audit or otherwise appears to be
materially misstated.

• When we read the Board 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
Board of Directors for the Standalone
Financial Statements

The Company's Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these standalone
financial statements that give a true and fair view
of the financial position, financial performance
including other comprehensive income, cash flows
and changes in equity of the Company in accordance
with the accounting principles generally accepted in
India, including Ind AS specified under section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting 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.

In preparing the standalone financial statements,
management and Board of Directors are responsible

for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the Board of Directors
either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company's Board of Directors is also responsible
for overseeing the Company's financial reporting
process.

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

Our objectives are to obtain reasonable assurance
about whether the standalone 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 standalone financial statements.

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

• Id enti f y a n d a ssess th e risks of materi al
misstatement of the standalone 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
controls 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 Company has adequate
internal financial controls with reference to

standalone 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 Company's ability 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 standalone 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 Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone 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
Company which includes the trust to express an
opinion on the standalone financial statements.
We are responsible for the direction, supervision
and performance of the audit of the financial
statements of such entities included in the
standalone financial statements of which we are
the independent auditor. For the trust included in
the standalone financial statements, which have
been audited by the other auditor, such other
auditor 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
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone 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 standalone financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
financial controls 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
standalone financial statements of the current period
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

We did not audit the financial statements of trust
included in the standalone financial statements of
the Company whose financial statements reflect
total assets of ' 34 crores as at 31st March 2026 and
total revenue of ' Nil and net cash inflows to ' Nil
for the year ended on that date, as considered in
the standalone financial statements. The financial
statements of trust have been audited by the other
auditor whose reports have been furnished to us, and
our opinion in so far as it relates to the amounts and
disclosures included in respect of the trust and our
report in terms of subsection (3) of Section 143 of
the Act, in so far as it relates to the aforesaid trust, is
based solely on the report of such other auditor.

Our opinion on the standalone financial statements
and our report on Other Legal and Regulatory
Requirements below is not modified in respect of
these matters.

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 auditor on the separate financial
statements of the trust, 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.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books, except for not
complying with the requirement of audit trail
as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Cash Flows and
Statement of Changes in Equity dealt with
by this Report are in agreement with the
relevant books of account.

d) In our opinion, the aforesaid standalone
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 as on March
31, 2026 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2026 from being appointed as
a director in terms of Section 164(2) of the
Act.

f) The modification relating to the maintenance
of accounts and other matters connected
therewith, is as stated in paragraph (b) above.

g) With respect to the adequacy of the
internal financial controls with reference
to standalone financial statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report
in "Annexure A". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company's
internal financial controls with reference to
standalone financial statements.

h) 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, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of section 197 of the Act.

i) 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 Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements - Refer Note 35 to the
standalone financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

iii. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company.

iv. (a) The Management has represented

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(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 Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge
and belief, no funds have been
received by the Company from any
person(s) or entity(ies), including

foreign entities ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall, directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been
considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us 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 misstatement.

v. The company has not declared or paid
any dividend during the year and has not
proposed final dividend for the year.

vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining
its books of account for the year ended
March 31, 2026, which has a feature of
recording audit trail (edit log) facility
and the same has operated throughout
the year for all relevant transactions
recorded in the software(s), except that:

(a) in respect of certain accounting
software(s), the audit trail log for
direct data changes at database level
in the software is being maintained
throughout the year, at any given

point in time for a period up to 30
days for all relevant transactions
recorded in the software.

(b) in respect of an accounting
software(s) operated by third party
software service provider, for
maintaining payroll records and
purchase records, in the absence
of an independent auditor 's system
and organization controls report
covering the requirement of audit
trail at database level, we are unable
to comment whether the audit trail
at database level was enabled and
operated throughout the year and
whether there were any instances of
the audit trail (edit log) feature been
tampered with.

Further, during the course of our audit,
we did not come across any instance of
the audit trail feature being tampered
with in respect of the said accounting
software for the period for which the
audit trail feature was operating and log
was maintained.

Additionally, the audit trail that was
enabled and operated for the year ended
March 31, 2024 and year ended March 31,
2025, has been preserved by the Company
as per the statutory requirements for
record retention, as stated in Note 44 to
the financial statements.

2. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the Act,
we give in "Annexure B" a statement on the matters
specified 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)

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