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Zomato Ltd Price Band: ₹ 72 - ₹ 76 Issue Open: July 14, 2021 Issue Close: July 16, 2021

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Zomato Ltd Price Band: ₹ 72 - ₹ 76 Issue Open: July 14, 2021 Issue Close: July 16, 2021 NVS Wealth Managers Pvt. Ltd. Investment Advisers Zomato Ltd Price Band: ₹ 72 - ₹ 76 Issue Open: July 14, 2021 Issue Close: July 16, 2021 Initial Public Offer of up to ~123 Crs. Equity Shares of FV Rs. 1/- each aggregating up to Rs. 9,375 Crs. comprising a Fresh Issue of up to ~118 Crs. Equity Shares aggregating up to Rs. 9,000 Crs. and an Offer for Sale of up to ~5 Crs. Equity Shares aggregating up to Rs. 375 Crs. at a Price Band of Rs. 72 - Rs. 76 per Equity Share. Post Issue Market Capitalization at the Higher Price Band of Rs. 76 works out to around Rs. 59,600 Crs. INTRODUCTION ■ Incorporated in 2010, Zomato Ltd is One of the Leading Online Food Service Platforms in terms of the value of food sold as of March, 2021. ■ Customers use the Company’s platform to Search and Discover Restaurants, Read / Write Customer Generated Reviews and View and Upload Photos, Order Food Delivery, Book a Table and Make Payments while Dining-out at restaurants. ■ On the other hand, Zomato provides Restaurant Partners with Industry-specific Marketing Tools which enable them to engage and acquire customers to grow their business while also providing a reliable and efficient last mile delivery service. ■ Zomato serves the market with a unique all-in-one food service platform: FOOD DELIVERY DINING OUT ZOMATO PRO HYPERPURE Largest online food India's preferred Exclusive customer paid Farm-to-fork supplies delivery Company in India destination for dining out membership program offering for restaurants in search and discovery India One of India's largest Largest food-focused Flat percentage discounts "Hyperpure Inside" tag to hyperlocal delivery restaurant listing and across food delivery and assure customers of networks, delivering ~94% review platform in terms dining out quality of ingredients orders in ~30mins of customer base Primary contributor to Largest online table Topline including delivery reservation platform in charges India ■ As of March 2021, the Company was present in 525 cities in India with 3,89,932 Active Restaurants Listings, 1,69,802 Active Delivery Partners and 3.2 Crs. average Monthly Active Users (MAU). ■ Zomato’s Mobile Application is the Most Downloaded Food and Drinks Application in India in each of the last three Fiscals on iOS App Store and Google Play combined. ■ While the Company had a footprint across 23 countries outside India, Zomato has made a strategic call to focus only on the Indian Market going forward given the large market opportunity in India. KEY OPERATING AND FINANCIAL METRICS PARTICULARS FY2019 FY2020 FY2021 Average Monthly Active Users (MAU) (in Crs.) 2.93 4.15 3.21 Average Monthly Transacting Users (MTU) (in Crs.) 0.56 1.07 0.68 Active Food Delivery Restaurants 94,286 1,43,089 1,48,384 SHAREHOLDING PATTERN PRE-ISSUE POST-ISSUE CATEGORY OF HOLDING HOLDING SHAREHOLDER HOLDING AS A % HOLDING AS A % PRE-ISSUE POST-ISSUE Promoters* - - - - Public 6,38,11,36,950 95.80% 7,56,53,47,476 96.40% Non-Promoter Non-Public 27,98,32,200 4.20% 27,98,32,200 3.60% Total 6,66,09,69,150 100.00% 7,84,51,79,676 100.00% *Professionally Managed Company and does not have an Identifiable Promoter. FINANCIAL PERFORMANCE AT A GLANCE PARTICULARS (Rs. in Crs.) FY2019 FY2020 FY2021 Total Income 1,398 2,743 2,118 EBITDA (2,158) (2,167) (342) PBT# (2,210) (2,264) (490) PAT (1,011) (2,386) (816) EPS (2.50) (5.40) (1.50) Equity Share Capital (FV Rs. 1/-)* 0.03 0.03 0.03 Reserves 2,356 457 7,644 Networth 2,568 703 8,093 Cash & Cash Equivalents 2,376 684 3,109 *In April 2021, the Company issued a Bonus in the Ratio of 6,699 Equity Shares for every 1 held and also converted all classes of Convertible Preference Shares thereby taking the total Equity Share Capital to Rs. 666 Crs. #Exceptional Items List as follows: PARTICULARS FY2019 FY2020 FY2021 Reversal of fair value on contingent consideration on assignment of contracts* - (36) (92) Fair value loss on financial instruments at fair value through profit or loss** (33) 26 (233) Impairment of intangible assets - (15) - Impairment of Goodwill - (96) - Income on assignment of contracts* 888 - - Fair value of deferred consideration on assignment of contracts* 222 - - Fair value gain/(loss) of contingent consideration on assignment of contracts* 121 - - Interest income on fair value of deferred consideration on assignment of 1.8 - - contracts* Total 1,200 (122) (325) * On 01 March 2019, the Company assigned certain restaurant contracts pertaining to its delivery business in the United Arab Emirates (UAE) to Talabat Middle East Internet Services Group LLC (‘Talabat’) for a consideration amounting to USD 172 Millions (INR 1,192 Crs.) to be paid either as upfront, deferred or upon rendering of services (ranging from 2-4 years, based upon management's estimate), as per terms of the agreement. Zomato will continue to render certain services to Talabat in UAE as part of this agreement. Further, the agreement also involves a contingent consideration amounting to USD 11 Millions (INR 76 Crs.) to be paid to the Group at each anniversary, subject to compliance with certain performance conditions. As on 31 March 2020, the Company recorded the contingent consideration of amounting to USD 12.28 Millions (INR 92 Crs.) on the basis of fair valuation carried out by an independent valuer. During the year ended 31 March 2021, the Company revisited their estimates and concluded that they will not be able to meet the performance conditions. Accordingly, the Company has reversed the contingent consideration during the year and disclosed the same as exceptional items. **The Company entered into an agreement dated 21 January 2020 to purchase Uber Eats assets in India for a consideration of INR 1,376 Crs. Against this consideration, the Company issued 76,376 Compulsory Convertible Cumulative Preference Shares (CCCPS) at a value of INR 180,153 each which was classified as financial liability. As per terms of the agreement, the Seller was entitled to convert all, but not less than all the seller CCCPS instrument into Ordinary Shares upon the earlier of: 1. Expiry of 2 (two) years from the date of allotment of the Seller CCCPS; or 2. The Buyer receives Investment from one or more bona fide financing transactions of an aggregate amount of USD 550 Millions in cash. As at 18 December 2020, the Company raised the subsequent funding of USD 550 Millions after CCCPS issued to Uber Eats due to which one of condition mentioned above was triggered, accordingly the Company calculated 91,373 Equity Shares to be issued to Uber Eats on conversion and reclassified the same as equity in the books of account. The Company has done the fair valuation of CCCPS issued to Uber Eats as on 18 December 2020 and calculated the fair value of INR 1,609 Crs. and loss of INR 232.96 Crs. has been accounted for in the restated consolidated statement of profit and loss as an exceptional item. THE MANAGEMENT NAME DESIGNATION Kaushik Dutta Chairman, Independent Director Aparna Popat Ved Independent Director Gunjan Tilakraj Soni Independent Director Namita Gupta Independent Director Sutapa Banerjee Independent Director Deepinder Goyal Executive Director Douglas Feagin Non-Executive Director IPO DETAILS IPO Date July 14, 2021 - July 16, 2021 Issue Type Book Built Issue IPO Issue Size Rs. 9,375 Crs. Face Value ₹ 1 per Equity Share IPO Price ₹ 72 - ₹ 76 Market Lot 195 Shares Kotak Mahindra Capital Company Ltd, Morgan Stanley India Company Pvt Lead Managers Ltd, Credit Suisse Securities (India) Pvt Ltd, BofA Securities India Ltd and Citigroup Global Markets India Pvt Ltd. Registrar to the Issue Link Intime India Pvt Ltd ■ The Offer for Sale includes up to ~4.9 Crs. Equity Shares aggregation up to Rs. 375 Crs. sold by Info Edge (India) Ltd. ■ 75% of the total IPO shares reserved for QIB, 15% for Non - Institutional Investors and 10% for Retail Investors. ■ Bids for the IPO can be made for a minimum of 195 Equity Shares and in multiples of 195 Equity Shares thereafter. We recommend Investors to apply for the IPO with a cautious view. * To subscribe to the IPO please click here or the ‘Subscribe’ button on the cover page. Address: 702, Embassy Centre, Nariman Point, Mumbai – 400021 | Tel: 022 6153 9100 / 136 / 137 Email: [email protected] | Website: www.nvswealthmanagers.com Disclaimer: NVS Wealth Managers Pvt. Ltd. is a SEBI registered investment advisory company. Securities markets are subject to rapid and unexpected price movements and past performance is not necessarily an indication to future performance. The investor should carefully consider whether investing in Equity and other Equity related instruments is appropriate for him/her in light of his/her experience, objectives, risk profile, financial resources and other relevant circumstances. NVS Wealth Managers Pvt. Ltd. is not liable for any liability whatsoever in connection with any investments in Equity and other Equity related instruments made by the investor on the basis of advice provided by NVS Wealth Managers Pvt. Ltd. NVS Wealth Managers Pvt. Ltd. or any of their directors, employees or affiliates or representatives and other personnel shall not be liable for any loss, damage of any nature whatsoever, including but not limited to direct, indirect, punitive special, exemplary, consequential as also any loss of revenue or loss of profit in any way arising from investments in Equity and other Equity related instruments made by the investor on the basis of advice provided by NVS Wealth Managers Pvt. Ltd. Investors must undertake their own independent analysis and reach their own conclusion regarding the appropriateness of investing in any securities or investment strategies discussed or recommended by NVS Wealth Managers Pvt.
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