ZOMATO LIMITED

1 RED HERRING PROSPECTUSD ated July 6, 2021 Please read Section 32 of the Companies Act, 2013 Book Built OfferZOMATO LIMITEDOur Company was incorporated as DC Foodiebay Online Services Private LIMITED , a private LIMITED company under the Companies Act, 1956, at New Delhi, pursuant to a certificate of incorporation dated January 18, 2010 issued by the Assistant Registrar of Companies, NCT of Delhi and haryana . For details of changes in name and registered office of our Company since incorporation, see History and Certain Corporate Matters beginning on page Office: Ground Floor, 12A, 94 Meghdoot, Nehru Place, New Delhi 110 019; Tel: +91 011 4059 2373 Corporate Office: Ground Floor, Tower C, Vipul Tech Square, Golf Course Road, Sector 43, Gurgaon 122 009; Tel: +91 124 426 8565 Contact Person: Sandhya Sethia, Company Secretary and Compliance Officer; E-mail: ; Corporate Identity Number: U93030DL2010 PLC198141 OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTERINITIAL PUBLIC OFFERING OF [ ] EQUITY SHARES OF FACE VALUE OF ` 1 EACH OF OUR COMPANY ( EQUITY SHARES ) FOR CASH AT A PRICE OF ` [ ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [ ] PER EQUITY SHARE FOR THE FRESH ISSUE) ( OFFER PRICE ) AGGREGATING UP TO ` 93,750 MILLION, COMPRISING A FRESH ISSUE OF [ ] EQUITY SHARES AGGREGATING UP TO ` 90,000 MILLION ( FRESH ISSUE ) AND AN OFFER FOR SALE OF UP TO [ ] EQUITY SHARES BY INFO EDGE (INDIA) LIMITED ( INFO EDGE OR THE SELLING SHAREHOLDER , AND SUCH EQUITY SHARES, THE OFFERED SHARES ) AGGREGATING UP TO ` 3,750 MILLION ( OFFER FOR SALE , AND TOGETHER WITH THE FRESH ISSUE, THE OFFER ).

2 THIS OFFER INCLUDES A RESERVATION OF UP TO 6,500,000 EQUITY SHARES AGGREGATING UP TO ` [ ] MILLION (CONSTITUTING UP TO [ ]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR PURCHASE BY ELIGIBLE EMPLOYEES (THE EMPLOYEE RESERVATION PORTION ). THE OFFER AND THE NET OFFER WOULD CONSTITUTE AT LEAST [ ]% AND [ ]% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL, details, see Offer Information beginning on page Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR ) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( SEBI ICDR Regulations ). This Offer is being made in accordance with Regulation 6(2) of the SEBI ICDR Regulations and through a Book Building Process wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs , and such portion, the QIB Portion ).

3 Our Company may, in consultation with the Selling Shareholder and the Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ( Anchor Investor Portion ), out of which one-third shall be available for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs.

4 Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidder(s) in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares may be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount ( ASBA ) process by providing details of their respective bank account (including UPI ID (defined hereinafter) in case of Retail Individual Bidder(s)) in which the corresponding Bid Amounts will be blocked by the SCSBs, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.

5 For details, see Offer Procedure beginning on page IN RELATION TO THE FIRST OFFERThis being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 1 each. The Floor Price, Cap Price and Offer Price should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after RISKI nvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved.

6 The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors beginning on page S AND SELLING SHAREHOLDER S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer; that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission or inclusion of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

7 Further, the Selling Shareholder accepts responsibility for and confirms statements made or undertaken expressly by the Selling Shareholder in this Red Herring Prospectus solely in relation to itself and the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Selling Shareholder assumes no responsibility for any other statements, made by or relating to our Company or its business in this Red Herring Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an in-principle approval from BSE and NSE for the listing of the Equity Shares pursuant to letters dated May 10, 2021 and May 19, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS Kotak Mahindra Capital Company Limited1st Floor, 27 BKCPlot No. C - 27, G BlockBandra Kurla ComplexBandra (East), Mumbai 400 051 Tel: +91 22 4336 0000E-mail: Grievance e-mail: Registration No.

8 : INM000008704 Morgan Stanley India Company Private LIMITED 18th Floor, Tower 2 One World Centre Plot -841, Jupiter Textile Mill Compound, Senapati Bapat MargLower Parel, Mumbai 400 013 Tel: +91 22 6118 1000E-mail: Grievance e-mail: Registration No.: INM000011203 Credit Suisse Securities (India) Private Limited9th Floor, Ceejay House Plot FShivsagar Estate, Dr. Annie Besant RoadWorli, Mumbai 400 018 Tel: +91 22 6777 3885E-mail: Grievance e-mail: Registration No.: INM000011161 BOOK RUNNING LEAD MANAGERSREGISTRAR TO THE OFFERBofA Securities India LimitedGround Floor, A Wing, One BKC, G BlockBandra Kurla Complex Bandra (East), Mumbai 400 051 Tel: +91 22 6632 8000E-mail: Grievance E-mail: Registration No.: INM000011625 Citigroup Global Markets India Private Limited1202, 12th Floor, First International Financial CentreG-Block, C54 & 55, Bandra Kurla ComplexBandra (East), Mumbai 400 098 Tel: +91 22 6175 9999E-mail: Grievance E-mail: Registration No.: INM000010718 Link Intime India Private LimitedC-101, 247 Park, 1st Marg, Vikhroli WestMumbai 400 083 Tel: +91 22 4918 6200E-mail: Grievance e-mail: Registration No.

9 : INR000004058 BID/OFFER PROGRAMMEBID/OFFER OPENS ONWednesday, July 14, 2021*BID/OFFER CLOSES ONFriday, July 16, 2021* Our Company may, in consultation with the Selling Shareholder and the Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.(This page is intentionally left blank) (ii) TABLE OF CONTENTS SECTION I: GENERAL .. 1 DEFINITIONS AND ABBREVIATIONS .. 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION .. 18 FORWARD-LOOKING STATEMENTS .. 24 SUMMARY OF THE OFFER DOCUMENT .. 26 SECTION II: RISK FACTORS .. 36 SECTION III: INTRODUCTION .. 69 THE 69 SUMMARY OF RESTATED FINANCIAL INFORMATION .. 71 GENERAL 77 CAPITAL STRUCTURE .. 86 OBJECTS OF THE OFFER .. 114 BASIS FOR OFFER 121 STATEMENT OF SPECIAL TAX BENEFITS .. 123 SECTION IV: ABOUT OUR COMPANY .. 131 OUR BUSINESS .. 131 INDUSTRY OVERVIEW OUR MARKET OPPORTUNITY.

10 153 KEY REGULATIONS AND POLICIES IN INDIA .. 158 HISTORY AND CERTAIN CORPORATE MATTERS .. 165 OUR MANAGEMENT .. 194 OUR PRINCIPAL SHAREHOLDERS .. 210 DIVIDEND 211 SECTION V: FINANCIAL 212 FINANCIAL STATEMENTS .. 212 OTHER FINANCIAL INFORMATION .. 306 CAPITALISATION STATEMENT .. 308 FINANCIAL INDEBTEDNESS .. 309 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .. 310 SECTION VI: LEGAL AND OTHER 326 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .. 326 GOVERNMENT AND OTHER APPROVALS .. 331 OUR GROUP COMPANIES .. 333 OTHER REGULATORY AND STATUTORY DISCLOSURES .. 343 SECTION VII: OFFER INFORMATION .. 361 TERMS OF THE 361 OFFER STRUCTURE .. 366 OFFER PROCEDURE .. 369 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .. 385 SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION .. 387 SECTION IX: OTHER INFORMATION .. 401 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .. 401 407 ANNEXURE A US RESALE LETTER.