Eternal Limited (formerly Zomato) has approved a significant internal restructuring by transferring its ‘Going-out India’ business to its wholly-owned subsidiary, Zomato Entertainment Private Limited (ZEPL), via a slump sale. This move aims to consolidate the business within a single entity, streamlining corporate structure and achieving operational synergies. The transaction also involves consolidating the ‘Going-out India’ business from two other subsidiaries, OTPL and WEPL, into ZEPL.
Eternal Limited Restructures ‘Going-out India’ Business
Eternal Limited, formerly known as Zomato Limited, has announced a strategic internal restructuring aimed at consolidating its ‘Going-out India’ business segment. The company’s Board of Directors has approved entering into a Business Transfer Agreement (BTA) with its wholly-owned subsidiary, Zomato Entertainment Private Limited (ZEPL).
Slump Sale to ZEPL
Under the approved BTA, Eternal Limited will transfer its ‘Going-out India’ business, including all associated assets and liabilities, to ZEPL through a slump sale. This transaction is structured as a going concern transfer. Furthermore, the ‘Going-out India’ business currently housed in two other wholly-owned subsidiaries, Orbgen Technologies Private Limited (OTPL) and Wasteland Entertainment Private Limited (WEPL), will also be consolidated into ZEPL. The boards of ZEPL, OTPL, and WEPL have granted in-principle approval to evaluate the implementation of this business consolidation.
Strategic Rationale and Synergies
The primary objective of this restructuring is to streamline the group’s corporate structure and enhance operational synergies by consolidating the ‘Going-out India’ business into a single, wholly-owned subsidiary. This initiative is part of an overall internal restructuring exercise. The company’s unaudited financial results for the quarter and half-year ended September 30, 2026, were also considered and approved during the Board meeting held on October 21, 2026.
Adonmo and Mygate Transaction
In a related development, Eternal Limited has also approved the sale of 11,214 Series B compulsorily convertible preference shares and 10 equity shares in Adonmo Private Limited to Vivish Technologies Private Limited (‘Mygate’). Concurrently, the company will acquire 1,84,091 Series C1 compulsorily convertible preference shares and 164 equity shares in Mygate. This transaction is positioned as a step towards a proposed merger between Adonmo and Mygate, resulting in Eternal Limited owning approximately 4.4% equity stake in the merged Mygate entity, valued at approximately INR 156 crore.
Source: BSE
