Eternal Limited — Capital/Financing Update 2022

Aug 4, 2022

zomato.com info@zomato.com

To Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

To Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra - Kurla Complex Bandra (E), Mumbai - 400 051

Scrip Code: 543320, Scrip Symbol: ZOMATO ISIN: INE758T01015

Sub: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')

Dear Sir/Ma' am,

This is further to our announcement dated July 26, 2022 relating to the preferential issue of up to 62,85,30,012 (Sixty-Two Crores Eighty Five Lakhs Thirty Thousand and Twelve) equity shares of the Company for a consideration other than cash, being the discharge of total purchase consideration of Rs. 44,47,47,84,078 (Rupees Four Thousand Four Hundred Forty-Seven Crores Forty-Seven Lakhs Eighty Four Thousand and Seventy Eight Only) for the acquisition ofup to 33,018 (Thirty Three Thousand and Eighteen) equity shares of Blink Commerce Private Limited ("Blinkit") which has been approved by the shareholders of the Company and which is subject to regulatory approval. In this regard, please note that:

• The Company had obtained a valuation report dated June 24, 2022, from Ernst and Young Merchant Banking Services LLP, registered valuer ("EY") ("Original Report"). Issue price per share as per the Original Report is INR 70.76/- (Indian Rupees Seventy and Seventy Six Paisa) per share, which was referred in Point No. 12 of Item No. 1 forming part of Explanatory Statement annexed to the postal ballot notice dated June 24, 2022 ("Notice").
• The Original Report is in absolute and complete compliance with all provisions of applicable laws including Clause 12 (1) (c) of the Articles of Association (AoA) of the Company, the Companies Act, 2013, relevant rules made thereunder and SEBI (ICDR) Regulations, 2018.
• Pursuant to specific request(s) by the National Stock Exchange oflndia Limited ("NSE") and BSE Limited ("BSE"), the Company had obtained another report ( dated July 20, 2022) from EY using different valuation methodologies viz. net asset value and comparable trading multiples ("New Report").
• The New Report was not an addendum to the Original Report and had no bearing or relevance on the issue price of the shares, since the issue price per share, arrived at as per SEBI ICDR (as per the Original Report), is higher than the value(s) per share as per the New Report. It was solely obtained pursuant to specific request of the exchange(s) and submitted to them (BSE on July 20, 2022 and NSE on July 21, 2022).

• Thee-voting on the preferential issue closed on July 25, 2022 at 5:00 P.M. and voting results along with the scrutiniser report were submitted with the exchange(s) on July 26, 2022 in which 97.19% of the shareholders voted in favour of the proposed issuance.
• Pursuant to discussions with the exchange(s), and to comply with the request of the exchange(s) (NSE dated August 3, 2022 & BSE dated August 4, 2022), we wish to state that the New Report was placed before the Board on August 4, 2022 and after evaluating the price of the equity shares from the Original Report and New Report, the Board has concluded that the fair market value per equity share of the Company would remain unchanged i.e. INR 70. 76/- (Indian Rupees Seventy and Seventy Six Paisa) per share, which is the issue price (as per the Original Report) disclosed to the shareholders in the Notice.

You are requested to take the above information on record.

Thanking You By order of the Board For Zomato Limited (F~ known as Zomato Private Um;ted)

Sandhya Sethia Company Secretary & Compliance Officer Place: Gurugram Date: August 5, 2022