The Board of Directors of the Company ("Board") hereby submits the board report for the financial year ended
on March 31, 2026 (" Board Report") on the business, operations and performance of Eternal Limited (formerly
known as Zomato Limited) ("the Company"/ " Eternal").

1. Financial highlights

The highlights on the Company's financial statements on a standalone and consolidated basis are summarised
below:

(INR crore)

2. State of the Company's affairs

Company overview

The Company is one of the first home-grown new-age
tech companies listed in India and operates through
four key business segments:

• Food delivery: A technology platform that
provides customers with a seamless, on-demand
solution to search and discover restaurants,
order food, and have it delivered reliably
and auickly.

• F uick commerce: Platform offering doorstep
delivery of products across categories
(fresh, staples, electronics, beauty, general
merchandise, festive needs ).

• F oing-out: Going-out segment addresses the
'going-out' needs of our customers and enables
discovery and transactions for large going-out
experiences including dining-out, movies, sports
& other live events, shopping etc.

• F 2B supplies: B2B business supplying quality food
ingredients and other products to restaurants.

Financial results

Consolidated revenue from operations grew 169%
YoY to INR 54,364 crore in FY26 from INR 20,243 crore
in FY25 primarily driven by shift to inventory model
in quick commerce where revenue now also includes
the full monetary value of goods sold (and not just the
marketplace commission):

• Food delivery revenue grew 26% YoY to INR 10,159
crore in FY26, primarily driven by higher order
volumes and increase in revenue per order.

• Quick commerce revenue grew 626% YoY to INR
37,779 crore in FY26 primarily driven by shift to
inventory model where revenue now also includes
the full monetary value of goods sold (and not
just the marketplace commission).

• Going-out revenue grew 32% YoY to INR 973 crore
in FY26 driven by growth across all categories
including dining-out, movies and events.
FY26 was also the first full financial year post
acquisition of entertainment ticketing business
in FY25.

• B2B supplies revenue declined 13% YoY to INR
5,366 crore in FY26, driven by scale down of
the non-restaurant business following the shift
to inventory model in quick commerce. Core
restaurant supplies business continued to grow
YoY.

Consolidated Adjusted EBITDA improved to INR
1,189 crore in FY26 from INR 1,079 crore in FY25.
Improvement in Adjusted EBITDA profitability was
primarily driven by (a) improvement in food delivery
Adjusted EBITDA margin and (b) reduction in losses
in our quick commerce business and B2B supplies
business.

Consolidated EBITDA for the full fiscal year was
positive INR 1,208 crore. Consolidated PAT declined
to INR 366 crore in FY26 compared to INR 527 crore
in FY25 largely due to increase in depreciation
& amortization expense in the quick commerce
business.

Note: To supplement our financial information presented in
accordance with IND AS, we consider certain financial measures
that are not prepared in accordance with IND AS, including Adjusted
Revenue and Adjusted EBITDA. We use these financial measures in
conjunction with IND AS measures as part of overall assessment
of our performance to evaluate the effectiveness of our business
strategies and to communicate with our board of directors

concerning our business and financial performance. We believe
these non-GAAP financial measures provide useful information to
investors about our business and financial performance, enhance
their overall understanding of our past performance and future
prospects, and allow for greater transparency with respect to
metrics used by our management in their financial and operational
decision making. We are presenting these non-GAAP financial
measures to assist our investors and because we believe that
these non-GAAP financial measures provide an additional tool for
investors to use in comparing results of operations of our business
over multiple periods. Information given also includes information
related to material subsidiaries. Non-GAAP measures used by us
are defined below:

a) Adjusted EBITDA = Consolidated EBITDA ( ) share-based
payment expense (-) rental paid for the period pertaining to
'IND AS 116 leases'

b) EBITDA = Profit/loss as per financials excluding(i) tax expense
(ii) other income (iii) depreciation and amortization expense
(iv) finance cost and (v) exceptional items

3. Subsidiary(ies)

As at the closure of the financial year ended March
31, 2026, the Company has 16 (sixteen) direct
subsidiaries and 4 (four) step down subsidiaries, and
did not have any associate company or joint venture.
During the financial year under review, 2 (two) wholly
owned subsidiaries were incorporated and 3 (three)
step down subsidiaries were dissolved/ liquidated as
detailed below:

• Zomato Malaysia Sdn. Bhd., dissolved with effect
from August 8, 2025.

• Blinkit Foods Limited, incorporated on August 18,
2025.

• Zomato Internet Hizmetleri Ticaret Anonim
Sirketi, liquidated with effect from December 9,
2025.

• Eternal General Service Foundation, incorporated
on December 18, 2025.

• Zomato Netherlands B.V., dissolved with effect
from January 27, 2026.

During the financial year under review, the Department
of Registrar of Companies, Sri Lanka published the
notification ("Publication") for strike off of Zomato
Media (Private) Limited ("ZMPL"), wholly owned
subsidiary of the Company situated in Sri Lanka, to
be effective upon the expiry of three months from the
date of Publication. Further, the Company received
confirmation that ZMPL was struck off from the
Register of Companies, Sri Lanka with effect from
April 2, 2026.

In accordance with the Section 129 of the Companies
Act, 2013 read with rules framed thereunder ("Act"),
a statement containing the salient features of the
financial statements of the subsidiaries of the
Company in form AOC-1 is annexed as Annexure - I.

In accordance with Section 136 of the Act and
the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"),

the audited financial statements, including the
consolidated financial statements and financial
results of the subsidiaries are available atLink.

4. Change in nature of business

During the financial year under review, there has been
no change in the nature of business of the Company.

5. Dividend

During the financial year under review, the Board
has not recommended any dividend. The dividend
distribution policy of the Company is available at
Link.

6. Amount proposed to be transferred
to reserves

During the financial year under review, the Company
has not proposed to transfer any amount to the
reserves.

7. Capital structure

During the financial year under review, there is no
change in the authorised, issued, subscribed and paid
up share capital of the Company.

Authorised share capital

The authorised share capital of the Company
as on financial year ended on March 31, 2026 is
INR 14,48,63,29,341/- (Indian rupees one thousand
four hundred forty eight crore sixty three lakh
twenty nine thousand three hundred and forty one
only) divided into 14,48,63,29,341 (One thousand four
hundred forty eight crore sixty three lakh twenty nine
thousand three hundred and forty one) equity shares
having face value of INR 1/- (Indian rupee one) each
("Equity Shares").

Issued, subscribed and paid up share
capital

The issued, subscribed and paid up share capital of the
Company as on financial year ended on March 31, 2026
is INR 9,65,03,50,647/- (Indian rupees nine hundred
sixty five crore three lakh fifty thousand six hundred
and forty seven only), divided into 9,65,03,50,647 (Nine
hundred sixty five crore three lakh fifty thousand six
hundred and forty seven) Equity Shares.

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.

8. Directors and Key Managerial
Personnel (“KMP")

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

During the financial year under review, following
appointment/re-appointment of directors were
approved by shareholders on March 13, 2026:

• K aushik Dutta (DIN: 03328890) as Independent
Director of the Company for a second term of 5
(five) consecutive years commencing from March
1, 2026 to February 28, 2031.

• K amita Gupta (DIN: 07337772) as Independent
Director of the Company for a second term of 5
(five) consecutive years commencing from March
1, 2026 to February 28, 2031.

• Deepinder Goyal (DIN: 02613583) as Vice
Chairman & Non-Executive Director of the
Company effective from March 13, 2026.

• K utapa Banerjee (DIN: 02844650) as Independent
Director of the Company for a second term of 5
(five) consecutive years commencing from April
12, 2026 to April 11, 2031.

• K parna Popat Ved (DIN: 08661466) as Independent
Director of the Company for a second term of 5
(five) consecutive years commencing from April
19, 2026 to April 18, 2031.

Further, Deepinder Goyal (DIN: 02613583) resigned
as Director, Managing Director & Chief Executive
Officer of the Company, effective from the close of
business hours on February 1, 2026.

In accordance with the provisions of Section 152 of
the Act and articles of association of the Company,
Sanjeev Bikhchandani (DIN: 00065640) Non-Executive
Nominee Director ("Nominee Director"), who has
been longest in office since his last election, is liable
to retire by rotation at the ensuing Annual General
Meeting ("AGM") and, being eligible, has offered
himself for re-appointment. The Board recommends
his re-appointment as non-executive nominee
director for shareholders' approval.

Appointment or resignation of KMP

During the financial year under review, Deepinder
Goyal (DIN: 02613583) resigned as Director, Managing
Director & Chief Executive Officer of the Company,
effective from the close of business hours on
February 1, 2026.

Further, Albinder Singh Dhindsa was appointed
as Chief Executive Officer and Key Managerial
Personnel of the Company effective from February
1, 2026. Additionally, he continues to be whole time
director in Blink Commerce Private Limited.

Declarations from independent director(s)

The Independent Directors have confirmed
compliance with the Code for Independent Directors
prescribed under Schedule IV to the Act and
independence under the Act and the SEBI Listing
Regulations, including inter-alia the criteria as
detailed below:

• t hey have registered themselves with the
independent director's databank maintained by
the Indian Institute of Corporate Affairs;

• t hey are not material supplier, service provider or
customer or a lessor or lessee of the Company;

• t hey have not been an employee, proprietor
or partner, of the firm of auditors or company
secretaries in practice, of the Company or its

subsidiaries in any of the three immediately
preceding financial years and the financial year
ended March 31, 2026;

• t hey have not been an employee or proprietor
or a partner of any legal or consulting firm that
had business transactions with the Company or
its subsidiaries, amounting to 10 (ten) per cent or
more of the gross turnover of such firm, in any of
the three immediately preceding financial years
and the financial year ended March 31, 2026;

• a part from receiving director's remuneration
(including sitting fees), there have not been any
material pecuniary relationship or transaction
with the Company or its subsidiaries or their
promoters or directors during the three
immediately preceding financial years and
financial year ended March 31, 2026, exceeding
the limits specified under the Act and SEBI Listing
Regulations;

• t hey have not been linked to a non profit
organisation that receives significant
contribution from the Company or its directors
or its subsidiaries or that holds 2 (two) per cent or
more of the total voting power of the Company;

• 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 duties with an objective
independent judgment and without any external
influence;

• t either they nor their relative(s) have held the
position of a key managerial personnel in the
Company or its subsidiaries in any of the three
immediately preceding financial years and the
financial year ended March 31, 2026.

Accordingly, based on the declarations received from
all independent directors, the Board has confirmed
that, in their opinion, independent directors of the
Company are the 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.

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 formulated in compliance with
Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations. It serves as a comprehensive
framework governing the nomination, evaluation,
and compensation of the Company's directors and
senior management personnel. The objective of
this NRC Policy is to attract, retain, and incentivize
talent to drive the Company's sustainable growth and
long-term success.

There have been no changes in the NRC Policy during
the financial year under review. The NRC Policy is
available at Link.

9. Number of meetings of Board

During the financial year under review, the Board
met 8 (eight) times. The maximum interval between
any two meetings of the Board did not exceed 120
days. Details of the Board meetings held, including
the attendance of the directors therein have been
disclosed in the Corporate Governance Report
forming part of this Annual Report.

10. Performance evaluation

The Company recognises that an effective board
evaluation process is integral to strong corporate
governance and supports the Board in continuously
enhancing its effectiveness. Accordingly, the
Company has adopted a structured framework for the
annual evaluation of the performance of the Board, its
committees, the chairman and individual directors,
including independent directors.

The Nomination and Remuneration Committee
("NRC"), in consultation with the Board, oversees the
evaluation framework and criteria. The evaluation,
inter alia, considered the following aspects:

• B oard composition, diversity and the mix of skills

and experience;

• B larity of roles, responsibilities and accountability;

• B uality, timeliness and adequacy of information
provided to the Board;

• B ffectiveness of Board deliberations, strategic
oversight and decision-making;

• B eadership of the chairman and the functioning
of the Board;

• B ontribution and performance of individual
directors;

• Effectiveness of the Board committees in
discharging their responsibilities.

In compliance with Section 149 of the Act, Regulation
17 of the SEBI Listing Regulations and the Company's
policy for evaluation of the performance of the board
of directors, the performance evaluation of each
independent director was carried out considering
the aspects related to fulfillment of independence
criteria and independence from management.

During the financial year under review, the Company
engaged Nasdaq Corporate Solutions International
Limited ("Nasdaq"), an independent governance
advisory firm, to facilitate the evaluation process. The
evaluation was conducted through a combination of
structured questionnaires, wherein all directors were
requested to complete comprehensive evaluation
questionnaires tailored to capture an objective
overview of the overall performance and one-on-one
interviews with independent directors, providing an
additional layer of qualitative insights and feedback.

The independent and comprehensive evaluation,
consolidated by Nasdaq, assessed the Board's
overall vitality, offering deep insights into its
leadership mindset, strategic engagement, cultural
ethos, interpersonal dynamics, and governance
practices.

Following a review by the NRC and subsequent
deliberation by the Board, the findings reaffirmed
that the Board and its committees continue to
function effectively and provide appropriate strategic
oversight. It also provided constructive insights
to support the Board's ongoing focus on strategic

engagement and governance excellence. The Board
has considered these insights to further strengthen
its governance framework in line with its commitment
to continuous improvement and long-term value
creation.

11. Committees of the Board

As on the financial year ended March 31, 2026, the
Board has 7 (seven) committees comprising of
Board members as detailed below:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• R isk Management Committee;

• R orporate Social Responsibility Committee;

• Investment Committee; and

• Fund Raising Committee.

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

12. Corporate Social Responsibility
(“CSR") policy

The CSR policy sets out the Company's approach
towards social welfare and sustainable development.
It provides the guiding principles, responsibilities,
and framework for undertaking meaningful initiatives
that positively impact communities, particularly in
areas surrounding the Company's operations.

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

13. Vigil mechanism and whistle
blower policy

The Company is committed to maintain the highest
standards of integrity, transparency, and ethical
conduct.

In alignment with the Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations, our
Vigil Mechanism and Whistle Blower Policy ("Policy")
provides a secure, confidential channel for employees,
directors, and stakeholders to report instances of
misconduct, fraud, unethical practices, or violations
of the Code of Conduct. The Policy is available atLink.

This framework ensures direct access to the
chairperson of the Audit Committee and includes
strict safeguards against any form of retaliation
or victimization. All reported concerns undergo
independent investigation, with key findings
presented periodically to the relevant committees.

During the financial year under review, the Company
confirms that no individual was denied access to the
Audit Committee's chairperson. For the financial
year under review, 9 (nine) reportable matters were
thoroughly investigated and successfully resolved
under the provisions of the Policy.

14. Risk management

The Board has established a Risk Management
Committee (" RMC") to supervise the Company's risk
governance framework and verify the effectiveness
of its mitigation strategies.

Integrated directly into core decision-making
processes, this framework enables the systematic
identification, assessment, monitoring, and
mitigation of strategic and operational risks. The
Risk Management Policy details the corporate risk
governance structure-including the "Three Lines
of Defence" model-and defines clear lines of risk
ownership, the said policy is available atLink.

Implementation of this framework is driven by
the Governance, Risk & Compliance team, which
evaluates risks based on its likelihood and impact.
This structured methodology enhances transparency,
supports well-informed decisions, and bolsters the
Company's capacity to navigate emerging risks and
opportunities.

Risks and Concerns

In line with the Enterprise Risk Management ("ERM")
exercise conducted for Eternal at a consolidated
level, below are the strategic risks that have been
identified and may impact Eternal in the long run.
These risks have been further mapped to the relevant
Environmental, Social, and Governance ("ESG") pillars
from a sustainability standpoint, with their changing
trends over the past fiscal year tracked closely by
the RMC.

* Competition | Governance

Eternal faces an intensifying competitive landscape
across both established and emerging segments,
which can directly hinder growth, compress operating
margins, and reduce overall platform revenue and
profitability. Key risk factors include capital-fueled
expansions by quick commerce rivals and the entry
of new players. Furthermore, aggressive competitor
tactics-such as eliminating user handling fees
and lowering delivery fee thresholds-exert strong
pricing pressure, triggering risk of customer
migration or heightened monthly inactivity on our B2C
marketplaces.

To protect market share and strengthen our
operational moats, Eternal continues to evolve its
business strategy from rapid expansion to sustained
efficiency. Blinkit has strategically transitioned to an
inventory-owned model to achieve absolute control
over pricing, product availability, and margins,
supplemented by Hyperpure entering the B2C market
as a core seller for fresh and perishable products.
Concurrently, Zomato has scaled user retention
and expanded affordability features by introducing
consumer-centric options like "Healthy Mode" and
budget-conscious "Meals under 250," while the
District app continues to establish exclusive global
partnerships with international agencies to secure
premium event inventories.

Driven by execution capabilities and strategic agility,
Eternal is dedicated to sustaining its ecosystem
leadership through disciplined cost efficiencies and
differentiated consumer offerings.

* Regulatory Compliances | Governance

As a leading digital platform, Eternal operates under
an evolving legislative and supervisory framework,
where any failure to track, interpret, or communicate
regulatory updates can lead to significant operational

disruptions, heavy financial penalties, or license
cancellations. The compliance landscape has become
increasingly demanding following the notification
of new centralized Labor Codes which introduced
rigid system obligations and social security fund
contributions for our fleet. Additionally, heightened
platform governance requirements-including
explicit data principal consent under Digital Personal
Data Protection Rules, strict country-of-origin
metrology declarations, Bureau of Indian Standards
hallmarking, and enforcement directives from
authorities to eliminate delivery speed claims from
marketing narratives-require continuous, resource¬
intensive platform modifications.

To maintain high standards of statutory adherence,
Eternal's public policy, product, and legal teams
proactively engage with governing authorities to
ensure consistent framework alignments. On the
technology front, our data governance structures
have been enhanced to incorporate robust consent
management systems and transparent country-of-
origin discovery filters, while the entire property
onboarding flow for dark stores has been embedded
with mandatory legal due diligence layers.

Eternal remains committed to fostering an
uncompromised culture of compliance, embedding
transparent regulatory tracking directly into the core
design of our business processes.

* Stakeholder Management | Governance

Eternal's highly distributed operational model relies
on the seamless alignment of key stakeholders,
making the platform vulnerable to sudden operational
breakthroughs or revenue losses from service
lapses. Labor volatility, underscored by nationwide
or regional gig worker strikes orchestrated by
platform unions over social security structures,
presents an immediate threat to last-mile fulfillment
continuity and order volumes. Similarly, supply chain
constraints across our B2B verticals-driven by
intensive competitive hiring and high turnover among
warehouse personnel seeking aggressive payout
structures-can restrict our ability to reliably fulfill
demand during peak business windows. To mitigate
friction and fortify stakeholder relationships, our
city and central teams have established responsive
communication protocols and structured grievance
channels. During high-demand and festive

windows, we actively calibrate our rate cards and
performance incentives to reward partners fairly,
ensuring continuous fleet availability and safe
operations through local coordination. Hyperpure is
actively aligning its payout structures with market
dynamics to match competitive frequencies and
has collaborated with third-party vendors to extend
enhanced social security scheme onboarding and
visibility to warehouse personnel. Furthermore, our
commitment to systemic equity is reinforced through
large-scale platforms, such as hosting the inclusive
growth conference in New Delhi to advance collective
partner well-being.

Recognizing that our partners form the vital
infrastructure of our business, Eternal is dedicated
to cultivating a fair, rewarding, and deeply sustainable
ecosystem for all participants.

* Macro-Economics | Social & Governance

Fluctuations in localized and global economic
conditions, alongside broader geopolitical volatility,
can severely restrict consumer discretionary
spending and compress corporate operating
margins. Escalations in international conflicts pose
severe logistics constraints, leading to dual-impact
crises such as global energy transit bottlenecks
that simultaneously inflate platform delivery costs
and disrupt the fuel and LPG dependencies of our
restaurant partners. Such structural shortages
directly manifest as revenue bottlenecks, causing
impact in order volumes and restricting restaurant
supply capabilities across our core B2C and B2B
segments. Eternal leverages its multi-vertical
business architecture to reduce dependency on any
single market segment or price point, providing a
natural cushion against macro-level discretionary
contractions. To insulate our fleet from volatile crude
oil metrics, Zomato and Blinkit have accelerated their
strategic transition to EV-based logistics, optimizing
local routes and enhancing fleet efficiency. Our
procurement teams have strengthened supply chain
resilience by diversifying our supplier base and
building robust inventory reserves, while proactively
planning for alternative energy options to protect
our restaurant partners during macro bottlenecks.
Through continuous macroeconomic monitoring
and structured financial discipline, Eternal remains
agile, maintaining its capacity to deliver long-term
stakeholder value despite global uncertainties.

* Brand / Reputation | Governance

In an environment heavily driven by digital interactions,
Eternal faces persistent brand exposure from adverse
publicity, social media perception pressures, and
ineffective customer experiences during complex
operations. Public narratives can shift rapidly due to
political criticism regarding gig worker welfare, public
protests, or administrative and crowd management
bottlenecks during major co-produced ticketing
events. Such incidents can inflate negative social
media mentions, trigger elevated refund requests,
and place sudden stress on platform support
infrastructures, presenting a challenge to long-term
user retention and brand loyalty. To safeguard brand
health and maintain public trust, Eternal utilizes
advanced analytics tools to pre-emptively monitor
social narratives and deploy immediate corporate
communications. We consistently validate our
commitment to our fleet through wide-ranging
transparency initiatives regarding partner earnings
and have rolled out multi-city road safety campaigns
in coordination with local authorities. For our going-
out verticals, platform features have been upgraded
to include consumer-friendly safeguards such as a
"Refund Guarantee Fee" for flexible cancellations
and upfront payment capabilities to secure high-
demand inventory smoothly. Guided by long-term
transparency and a responsible marketing approach,
Eternal continues to reinforce consumer trust and
secure its brand equity across all touchpoints.

* Black Swan Disruption | Governance

Unforeseen, large-scale catastrophic events-
including severe geopolitical conflicts, regional trade
or tariff disruptions, public health emergencies, and
localized security incidents-pose fundamental risks to
consumer behavior and financial stability. Given that a
substantial concentration of group Gross Merchandise
Value (GMV) is anchored within top-tier urban metros,
any localized mobility restriction, trade deadlock,
or supply shock can trigger severe operational and
financial vulnerabilities across our consolidated
network. To ensure uninterrupted business continuity
under adverse conditions, Eternal has systematically
decentralized its operational footprint and established
a geographically distributed supply architecture. We
intentionally source critical inventory and materials
from a diversified pool of independent vendors across
separate regions, eliminating over-reliance on singular

supply vectors. Furthermore, the Company is actively
embedding advanced technological solutions-
including deeper logistically focused automated
systems-to systematically reduce platform
dependency on highly volatile human and energy
variables. By prioritizing deep system resilience
and predictive planning, Eternal stands prepared
to navigate complex, large-scale disruptions while
safeguarding core operational integrity.

15. Auditors and auditors' reports

Statutory auditors

M/s. Deloitte Haskins & Sells , Chartered Accountants
(Firm Registration No.: 015125N and Peer
Review Certificate No.: 017816) ("Deloitte"), were
re-appointed as the Statutory Auditors of the
Company for a second term of 5 (five) consecutive
years to hold office from the conclusion of 15^th AGM,
held in 2025, till the conclusion of 20^th AGM. Further,
Deloitte on their appointment confirmed that:

• t heir appointment is within the limit prescribed
under Section 141 of the Act;

• t hey are not disqualified from continuing as
statutory auditors under Section 141 of the Act;
and

• t hey hold a valid certificate issued by the peer
review board of the Institute of Chartered
Accountants of India.

Deloitte has given an unmodified opinion and has
not given any qualification or reservation or adverse
remark or disclaimer in their audit report on the
financial statements (standalone and consolidated)
of the Company for the financial year ended on March
31, 2026.

Secretarial auditors

M/s. Chandrasekaran Associates, Company
Secretaries (Firm Registration No.: P1988DE002500
and Peer Review Certificate No.: 6689/2025) ("CACS")
were appointed 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. Further, CACS on their appointment confirmed
that:

• their appointment is within the limits laid down
under the guidelines of Institute of Company
Secretaries of India ("ICSI");

• they are not disqualified from continuing as
secretarial auditors under Section 204 of the
Act, Company Secretaries Act, 1980, SEBI Listing
Regulations and Securities and Exchange Board
of India circulars;

• they hold a valid peer review certificate issued by
the ICSI.

The secretarial audit report issued for the financial
year ended on March 31, 2026 does not contain any
qualification or reservation or observation or adverse
remark and is annexed as Annexure - III A.

Further, CACS were also appointed 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, 2026. 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 Limited ("BSE") and
National Stock Exchange of India Limited ("NSE")
(collectively referred to as "Stock Exchanges")
in compliance of Regulation 24A of the SEBI
Listing Regulations and same is available at
Link.

Internal auditor

Deepak Ahluwalia, Chartered Accountant, Global Head
- Governance, Risk & Compliance of the Company,
continues to act as the Internal Auditor of the Company
in accordance with Section 138 of the Act.

He oversees the internal audit function across
domains including business processes, IT systems
information security, regulatory compliance,
health and safety and data protection, with a focus
on strengthening internal controls and driving
continuous improvement. In carrying out this
responsibility, he is supported by reputed firms of
chartered accountants that provide independent
assurance on the effectiveness of internal controls,
procedures and compliance processes.

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

16. Internal financial controls and
their adequacy

As an integral component of the Company's risk
and governance framework, internal financial
controls mitigate financial and operational risks to
ensure orderly and efficient business conduct. This
framework secures adherence to corporate policies,
safeguards assets, prevents and detects fraud,
maintains the accuracy of accounting records, and
facilitates the timely preparation of reliable financial
statements.

Commensurate with the scale of its operations, the
Company maintains a robust internal control system
over financial reporting. This framework ensures
that all transactions are duly authorized, recorded,
and reported in compliance with the applicable
accounting standards. Key controls have been
thoroughly documented, automated where feasible,
and embedded directly into core business processes.

Oversight and assurance regarding control
effectiveness are delivered to the Board through
three structured lines of defense:

• Management Oversight: Maintained through
ongoing business reviews and self-assessments.

• Risk Compliance: Driven by continuous
monitoring from the Governance, Risk, and
Compliance function.

• I ndependent Audits: Verified through
comprehensive design and operational testing
by the Statutory and Secretarial Auditors.

The Company confirms that its internal financial
controls were adequate and operating effectively
throughout the financial year under review. This
evaluation is further validated by the Statutory
Auditors, whose independent testing revealed no
material weaknesses or significant deficiencies.

17. Human resources

As on the financial year ended on March 31, 2026, the
permanent employees on the rolls of the Company
were 6,750 (on standalone basis) and 21,995
(on consolidated basis).

At Eternal, we believe that our people are fundamental
to building enduring businesses and delivering
sustainable long-term growth. We remain focused
on attracting, developing, and retaining exceptional
talent while fostering a culture of meritocracy,
ownership, accountability, collaboration, and
continuous learning. Through meaningful
opportunities for growth and development, we seek
to empower our employees to contribute to the
Company's success and create lasting value for all
stakeholders. We believe that a strong and engaged
workforce is fundamental to driving sustainable
growth, innovation, 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 the
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.

18. Disclosure regarding employee
stock options plans

At Eternal, we view our Employee Stock Option Plan
("ESOP") as a strategic instrument to foster a culture
of ownership and long-term value creation. ESOPs
are designed to align employee interests with the
Company's long-term growth and success while
rewarding sustained contribution and performance.
By linking long-term incentives to employee
contributions and the Company's outcomes, ESOPs
reinforces ownership, accountability, and long-term
thinking, while supporting the attraction, retention,
and engagement of exceptional talent.

The Company has five employee stock option plans
("ESOP Schemes") as on the financial year ended on
March 31, 2026, namely:

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

• F omato Employee Stock Option Plan 2018
("ESOP 2018");

• F omato Employee Stock Option Plan 2021
("ESOP 2021");

• F omato Employee Stock Option Plan 2022
("ESOP 2022");and

• F omato Employee Stock Option Plan 2024
("ESOP 2024").

Further, there has been no change in the ESOP
Schemes during the financial year under review.

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 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 certificate(s) 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. If any shareholder is interested in
obtaining a copy of the aforesaid certificates, such
shareholder may send an email to the Company
Secretary and Compliance Officer of the Company at
companysecretary@eternal.com.

Further, the details as required to be disclosed under
Regulation 14 of the SEBI ESOP Regulations are
available atLink.

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

The Company maintains a zero-tolerance approach
towards sexual harassment and is committed to
provide a safe, respectful, and inclusive workplace.

In compliance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and the rules thereunder,
the Company has adopted a Prevention of Sexual
Harassment ("POSH") policy.

The POSH policy is inclusive and gender-neutral,
covering employees across genders, including those
who identify as members of the LGBTQI community.
The Company has established a robust framework for
reporting and addressing complaints while ensuring
confidentiality.

The POSH policy is available atLink.

To implement the POSH policy, the Company has
constituted an Internal Complaints Committee ("ICC")
in accordance with the Section 4 of the POSH Act. The
ICC comprises members with relevant and diverse
experiences, and is responsible for investigating
complaints, ensuring fair and impartial resolution,
and promoting awareness through training and
sensitization initiatives designed to prevent
harassment and promote a culture of dignity and
inclusion.

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

Number of complaints received/filed during 27
the financial year

Number of complaints disposed off during 24¹

the financial year

Number of cases pending for more than 0
ninety days

Number of complaints pending as on the end 5²

of the financial year

Number of complaints disposed off during the financial year
includes 2 (two) complaints that were received in previous
financial year and disposed off in current financial year within
stipulated timelines.

²The 5(five) complaints pending as on the closure of the financial
year ended March 31, 2026 were subsequently resolved within the
stipulated timelines.

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

Committed to workplace inclusivity and the principle
of shared parenting, the Company provides an
Equal Parental Leave aligned with the Maternity

Benefit Act, 1961. We take a holistic approach to
working parents by offering structured return to
work frameworks, professional counselling and
mental wellness initiatives. Further, our corporate
daycare partnerships and creche facilities provide
the practical infrastructure necessary to support
an optimal work life balance. Further, all applicable
provisions of the Maternity Benefit Act, 1961, have
been complied by the Company during the financial
year under review.

21. 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:

Conservation of energy

Eternal remains deeply committed to energy
conservation and climate action, principles that are
firmly embedded in our operations and detailed in our
environmental policy which is available on the website
of the Company. Eternal continually strives to minimize
the overall environmental impact of its operations
and lower its carbon footprint by prioritizing energy
efficiency and waste management.

During the financial year under review, we
implemented several key initiatives to advance our
sustainability goals and drive carbon reduction:

• Equipment Optimization: Use of electrical
equipment was streamlined across the
organisation-including air-conditioning systems,
office lighting, and beverage dispensers-to
minimize energy waste and maximize operational
efficiency.

• Energy-Efficient Infrastructure: Deployment of
LED lighting and monitors was prioritised across
our corporate offices, stores, and warehouses,
reinforcing our commitment to sustainable
facility management.

• Culture of Conservation: To foster energy
consciousness, we consistently distribute
educational content across internal
communication channels. These campaigns
encourage our workforce to adopt simple,

impactful habits, such as turning off lights in
empty meeting rooms and unplugging fully
charged devices.

Through these targeted efforts, Eternal is making
substantial strides in energy conservation and carbon
reduction, setting a strong benchmark for corporate
sustainability and environmental responsibility.

The details of conservation of energy are given
hereunder:

Technology absorption

Eternal continuously explores and deploys
technological, product, and service innovations
across its business portfolio. Notable recent
advancements in financial FY26 include:

• Nugget: Originally introduced in FY25, Nugget is
an Al-native customer support platform designed
to autonomously manage and resolve customer
grievances. Its deployment has significantly
accelerated query resolution times, enabled
highly personalized support, and elevated overall
customer satisfaction while driving substantial
cost efficiencies. Furthermore, Nugget is offered
as a B2B solution, allowing external businesses to
effortlessly upgrade their own customer support
operations.

• Healthy Mode: Launched on the Zomato app in
FY26, "Healthy Mode" empowers users to make
highly informed dietary choices. Rather than
focusing solely on calories, this feature assigns
a comprehensive "Healthy Score"-ranging from
'Low' to 'Super'-to every dish based on essential
nutritional elements such as proteins, complex
carbohydrates, fiber, and micronutrients. Such
information is derived from restaurants' item
description data and food images, which is
analysed via our proprietary Al-model.

• Ambulance Service: Enabled on the Blinkit app,
with an aim to bring reliable emergency support
closer to the consumers, addressing a wide range
of emergencies including cardiac arrest, seizure,
roadside accident as well as OPD (Outpatient
Department) cases. The service is equipped
with essential life-saving equipment, including
stretcher, scoop, wheelchair, vital-monitoring
devices, oxygen cylinder, AED (Automated
External Defibrillator), a suction machine, and
essential medicine and fluid.

• Parental Controls Feature: Blinkit being the first
quick commerce platform, where consumers
can set a 6-digit PIN to hide sensitive items from
certain product categories, such that younger
age groups can browse the app without seeing
age inappropriate products. In case there are any

changes made to these settings, the consumer is
notified about the same.

• Print Store: Enables consumers to upload
documents, passport-sized photos and pictures
for printing and have them delivered within
minutes through the Blinkit app, making it a
convenient solution for last-minute needs.

• Pharma Category: Blinkit deployed a seamless,
teleconsultation and prescription verification
workflow. Under this framework, customer-
uploaded prescriptions undergo structured
pharmacist review, with automated escalation to
certified physicians for secondary verification if
required. For unprescribed orders, the app instantly
connects users to certified doctors for on-demand
consultations and e-prescription issuance.

The details of technology absorption are given hereunder:

Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo
are given hereunder:

Foreign exchange earnings and outgo are on an accrual basis.

22. Statutory disclosures
Requirements for maintenance of cost
records

During the financial year under review, requirement
for maintenance of cost records under Section
148 of the Act is not applicable on the Company.
Consequently, the appointment of a cost auditor is
not required.

Details in respect of frauds reported by
auditors

During the financial year under review, pursuant to
Section 143 of the Act, Deloitte, Statutory Auditors,
Deepak Ahluwalia, Global Head - Governance,
Risk & Compliance and Internal Auditors and CACS,
Secretarial Auditors have not reported any instance
of frauds committed in the Company, by its officers
or employees to the Audit Committee.

Annual return

The annual return of the Company as on the financial
year ended on March 31, 2026 in terms of Section 92
and Section 134 of the Act is available atLink.

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, 2026, to which the
financial statements relate and the date of this Board
Report.

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

During the financial year under review, 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.

Further, there has been no change in the legal status
of the Company during the financial year under review.

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.

Business Responsibility and Sustainability
Report ("BRSR")

For the financial year under review, the Company
continues to prepare its sustainability disclosures
in accordance with the BRSR framework. The BRSR
enables the Company to report its sustainability
performance in line with the principles of the
National Guidelines on Responsible Business Conduct
("NGRBC").

The Company has adopted the evolving BRSR
framework in accordance with Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated
January 30, 2026 read with guidelines, press releases
as may be issued from time to time by SEBI.

In accordance with the aforementioned circulars, the
Company has appointed Deloitte Haskins & Sells LLP
to provide assurance on the core Key Performance
Indicators ("KPIs") and select non-core KPIs included
in the Assurance Report of the BRSR.

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

Corporate governance report

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

Transactions with related parties

In terms of provisions of Section 188 of the Act,
transactions entered into with related parties during
the financial year under review were in the ordinary
course of business and on an arm's length basis.
Further, disclosure in Form AOC-2 under Section 134
of the Act is not applicable for the year under review.

Related party transactions entered during the
financial year under review 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. Further, the Company did not enter into any
materially significant related party transactions that
required the approval of shareholders.

The policy on the materiality of related party
transactions and dealings with related party
transactions is available atLink.

Deposits

The Company has not accepted any deposits from the
public within the meaning of Section 73 of the Act and no
amount on account of principal or interest on deposits
from the public was outstanding as on March 31, 2026.

Accordingly, disclosures related to deposits as
required to be made under the Act are not applicable
to the Company.

Particulars of loans 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 of the SEBI Listing Regulations are
given in the notes forming part of the financial
statements provided in this Annual Report.

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

As on the financial year ended on March 31, 2026, the
Company doesn't have any application or proceeding
pending under Insolvency and Bankruptcy Code,
2016. Further, during the financial year under
review, Nona Lifestyle Private Limited ("Operational
Creditor") whose original petition under Section 9 of
Insolvency and Bankruptcy Code, 2016 was dismissed
by the National Company Law Tribunal, Delhi Bench
II ("NCLT") on November 25, 2024, filed a restoration
application which was also rejected by the NCLT vide
its order dated April 3, 2025.

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
specified by the ICSI.

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.

^2aIncludes reimbursement of the following amounts incurred by the
Company during the financial year ended March 31, 2025, which
has been withdrawn from issue proceeds during the financial year
ended March 31,2026.

- Expenditure towards setting up and running operations of Dark
Stores and warehouses - INR 31.84 crore.

- Advertising, marketing and branding initiatives across our
business offerings - INR 41.03 crore.

- Investment in our technology infrastructure and capabilities,
including cloud infrastructure and software and towards
development of our technological capabilities - INR 3.67 crore.

^2bIncludes below amounts which have been paid during the
financial year ended March 31,2026 and are currently forming part
of the unutilized proceeds. Such amounts have been paid from the
current account and will be considered as utilized in the financial
year ending on March 31, 2027 when such amounts will be utilized
from the unutilized proceeds.

- Advertising, marketing and branding initiatives across our
business offerings - INR 131.32 crore.

- Investment in our technology infrastructure and capabilities,
including cloud infrastructure and software and towards
development of our technological capabilities - INR 70.04 crore.

Valuation done at the time of one time
settlement

Disclosure w.r.t. details of difference between
amount of the valuation done at the time of one time
settlement and the valuation done while taking loan
from the banks or financial institutions along with the
reasons thereof, is not applicable for the financial
year under review.

Other disclosures

In addition, the following disclosures are provided for
the financial year under review:

• There was no requirement to transfer any funds
and equity shares to the investor education and
protection fund.

• The Company has not made any provision of
money for the purchase of its own shares by
employees or by trustees for the benefits of
employees.

• There were no corporate actions undertaken by
the Company. Accordingly, there are no instances
of failure or non-compliance required to be
reported.

• There has been no change in the charter
documents of the Company. The power to
change, amend, or completely replace the charter
documents lies exclusively with the shareholders
of the Company.

23. Directors responsibility statement

In accordance with the provisions of Section 134 of

the Act, directors to the best of their knowledge and

belief confirm and state that:

• I n the preparation of the annual accounts for
the financial year ended on March 31, 2026, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

• T he directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company as at the end of
the financial year March 31, 2026 and of the profit
of the Company for that period;

• T he directors have taken proper and sufficient
care for the 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 fraud and other
irregularities;

• T he directors have prepared the annual accounts
on a going concern basis;

• T he directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

• The directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Acknowledgments

The Board would also like to thank all stakeholders including but not limited to shareholders, customers,
delivery partners, restaurant partners and all other business associates for their continuous support to the
Company and their confidence in its management.

We look forward to their continuous support in the future.

For and on behalf of the Board

Eternal Limited (Formerly known as Zomato Limited)

Sd/- Sd/-

Kaushik Dutta Deepinder Goyal

Chairman & Independent Director Vice Chairman & Non - Executive Director
DIN: 03328890 DIN:02613583

Date: July 22, 2026 Date: July 22, 2026

Place: New Delhi Place: New Delhi