zomato zomato.

com
[email protected]

To To
Department of Corporate Services, Listing Department,
SSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Dalal Street, C-1, G-Slock, Sandra - Kurla Complex
Mumbai - 400 001 Sandra (E), Mumbai - 400 051

Scrip Code: 543320, Scrip Symbol: ZOMATO

ISIN: INE758T01015

Sub: Annual Secretarial Compliance Report for the financial year ended March 31, 2022

Dear Sir/ Ma' am,

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with SEBI Circular No. CIR/CFD/CMDl/27/2019 dated February 08, 2019, please find
enclosed the annual secretarial compliance report obtained for the financial year ended March 31, 2022
issued by M/s Chandrasekaran Associates.

The information is also available on the website of the Company i.e.www.zomato.com

Kindly take the same on record.

Thanking You,
For Zomato Limited
(Formerly known as Zomato Private Limited)

Sandhya Sethia
(Company Secretary & Compliance Officer)
Date: May 26, 2022
Place: Gurugram
Encl: As above

ZOMATO LIMITED
(Formerly known as Zomato Private Limited)
Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.
CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373
 >rp it A t, r C CHANDRASEl<ARAN ASSOCIATES®
COMPANY SECRETARIES

SECRETARIAL CO MPLIANCE RE PO RT OF ZO MATO LI M ITED

FOR THE Y EAR ENDE D MARCH 31, 2 0 22

To,
The Board of Directors
Zomato Limited
(Formerly Zomato Private Limited)
Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019

We M/s. Chandrasekaran Associates have examined:

(a) All the documents and records made available to us and explanation provided by
Zomato Limited (" the Listed Entity"),
(b) The filings/ submissions made by the listed entity to the stock exchanges,
(c) Website of the listed entity,
(d) Any other document/ filing, as may be relevant, which has been relied upon to
make this certification,

for the year ended March 31, 2022 (" Review Pe ri od ") in respect of compliance with the
provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (" SEBI Act") and the
Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (" SCRA"), rules made thereunder
and the Regulations, circulars, guidelines issued thereunder by the Securities and
Exchange Board of India (" SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued
thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to the extent ap plica ble;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 to the extent applicable;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regul ations, 2011 to the extent applicable;

(d) Securities and Exchange Board of India (Buyback of Securities)

Regulations, 2018; Not Applicable during the Review Period ;

(e) Securities and Exchange Board of India (Share Based Employee Ben efits and
Sweat Equity) Regulations, 2021 and Securities and Exchange Board of India
(Share Based Employee Benefits) Re gulations, 2014 prior to its repealment to the
extent applicable; ·

1 I

11-F, Pocket-IV, Mayur Vihar Phase-I, Delhi-110 091 .

Phone : 2271 0514, 2271 3708, E-mail : [email protected], visit us at: www.cacsindia .com
CHANDRASEKARAN ASSOCIATES Continuation .. ..... ......... ..... .. .

(f) The Securities and Exchange Board of India (Issu e and Listing of Non-Converti ble
Securities ) Regulations, 2021 and Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Reg ulation, 2008 prior t o its repealment to the
ext en t appl icable ; Not Applicable during t he Review Peri od;

(g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and
Redeemable Preference Shares) Regu lations, 2013 ; Not Applicable during the
Review Period

(h) Securities and Exchange Board of India (Prohi bition of Insider Trad ing )
Regulations, 2015;

(i) The Depositories Act, 1996 and th e Regulations and Bye- laws fram ed th ereunde r
t o t he extent of Regul ati on 76 of Securities and Exchange Boa rd of I nd ia
( Depositories and Participants) Regul ations, 2018 to the extent applica ble;

(j) The Securities and Exchange Board of India (Registrars to an Issue and Sh are
Transfer Agents) Reg ulations, 1993 regarding the Companies Act and dealing wit h
client to the extent of securities issued ;

( k) Securities and Exchange Board of India (Investor Protection and Education Fund)
Regulations, 2009.

and based on the above examination, We hereby report that, during th e Rev iew Period:

(a) Th e Listed Entity has complied with the provisions of the above Reg ulations and
circulars/ guidelines issued thereunde r.

( b) The Li sted Entity has maintained prope r records under the provisions of the above
Regulations and circul ars/ guide lines issued thereun de r insofar as it ap pea rs from our
examination of those records .

(c) The Listed Entity has suitably included the conditions as mention ed in Para 6(A) and
6( B) of the SEBI Circular CIR/CFD/C MD l/114/2019, dated Octo be r 18, 2019 in the
t erms of appointment of statutory au ditor of the Company .

(d) The following are the details of actions taken ag ainst the Listed Entity/ +ts
promoters"/ directo rs/ material su bsidiaries either by SEBI or by Stock Exchan ges
(i ncluding under the St andard Operati ng Procedures issued by SEBI throu gh vari ous
ci rculars ) under the aforesaid Acts/ Regulations and circulars/ gu idelines issued
thereunder:
Sr. Action Details of viol ation Details of Observations/
No. t aken by action taken remarks of the
E.g . fines, Practicing
warning Company
letter, Secretary, if any.
de barment,
etc.
NIL NIL NIL NIL

(" During the period under review, the Company was having no prom

21 g (,
CHfiN DRfiSEKfiRfiN ASSOCIATES Continuation ... ....... ...... ..... .. .

(e) The listed entity has t aken the following actions to comply with the observations
made in previous rep orts :

Sr. Observations of Observations made in !Actions Comments of the

No. ithe Practicing the secretarial !taken by the Practicing Company
Com pany compliance report for listed entity, Secretary on t he
Secretary in the yea r ended ... if any actions t aken by
lthe previous the listed entity
reports

Not Applicable during the review period

For Chandrasekaran Associates

Company Secretaries
FRN: P1988DE0 02500
Peer Review Certificate No .: 1428/2021

Dr. S Chandrasekaran
Senior Partner
Membership No. 1644
Certificate of Practice No. 715
UDIN: F001644D00031 656 3

Date: May 13, 2022

Place: New Delhi

Notes :

(i) Due to restricted movement amid COVID-19 pandemic, we conducted the

secretarial audit by examining the Secretarial Records including Minutes,
Documents, Registers and other records etc., and some of them received by way
of electronic mode from the Company and could not be verified from the original
records. The management has confirmed that the records submitted to us are the
tr ue and correct.

(ii} This Report is limited to the Statutory Compliances on laws / regulations /

guidelines listed in our report which have been complied by the Company up to
the date of this Report pertaining to financial year ended March' 2022 .

31