Board approves Going-out India slump sale to ZEPL and Adonmo-Mygate share swap
Board meeting outcome, October 21, 2026.
By ScoutQuest · · 3 min read
| Line item | Latest | Year ago | YoY | Prev qtr | QoQ |
|---|---|---|---|---|---|
| Revenue from operations | 24,138 | 13,590 | +77.6% | 20,211 | +19.4% |
| Total income | 24,489 | 13,942 | +75.6% | 20,586 | +19% |
| Profit before tax | 323 | 129 | +150% | 272 | +18.8% |
| Profit after tax | 125 | 65 | +92.3% | 92 | +35.9% |
| Total comprehensive income | (311) | 20 | — | 87 | — |
| Basic EPS | 0.14 | 0.07 | +100% | 0.10 | +40% |
- Total income
- Latest 24,489; Year ago 13,942 (+75.6%); Prev qtr 20,586 (+19%)
- Profit after tax
- Latest 125; Year ago 65 (+92.3%); Prev qtr 92 (+35.9%)
- Period
- Quarter ended September 30, 2026
Also decided at the meeting
- Approved Business Transfer Agreement to transfer the Going-out India business to wholly owned subsidiary ZEPL by slump sale for cash consideration of ~INR 130,75,56,871/-, subject to adjustments.
- Going-out India business in subsidiaries OTPL and WEPL to also be consolidated into ZEPL; in-principle approvals granted by their boards on October 21, 2026.
- Approved sale of 11,214 Series B CCPS and 10 equity shares in Adonmo to Mygate in exchange for 1,84,091 Series C1 CCPS and 164 equity shares of Mygate, valued at ~INR 156 crore.
- Company to eventually own ~4.4% fully diluted stake in merged Mygate entity post proposed Adonmo-Mygate merger; transaction to complete on or before 5-Dec-26.
Auditor's review
Conclusion: Unmodified
- Emphasis of matter: Note 5 on orders received from GST authorities regarding GST on delivery charges; Company believes it has a strong case on merits; outcome uncertain.
- Other matter: 17 subsidiaries and 1 trust not reviewed by their auditors (total assets Rs. 2,757 crores; quarter revenue Rs. 248 crores); conclusion not modified.
Results and the auditor's review
The board approved unaudited financial results (standalone and consolidated) for the quarter and half year ended September 30, 2026. Statutory auditors Deloitte Haskins & Sells carried out a limited review and concluded that nothing came to their attention that would suggest the statement does not comply with the applicable accounting standard and disclosure requirements.
An emphasis of matter refers to a note on orders received from GST authorities in respect of GST on delivery charges. The company, supported by external expert advice, is of the view that it has a strong case on merits and the ultimate outcome will be ascertained on disposal of the matter. The review conclusion is not modified for this.
The results also include financial information of certain subsidiaries and a trust that has not been reviewed by their auditors; that information was furnished by management, and the conclusion is not modified for reliance on it.
Going-out India business moved into a wholly owned subsidiary
- A Business Transfer Agreement with Zomato Entertainment Private Limited (ZEPL), a wholly owned subsidiary, to transfer the Going-out India business as a slump sale on a going concern basis.
- Cash consideration: ~INR 130.76 crore, subject to adjustments agreed under the BTA.
- Expected completion within 30 days of the BTA execution date of October 21, 2026.
- The Identified Business had FY2025-26 revenue of INR 587 crore, equal to 5.39% of the company's standalone revenue, and net worth of INR 8 crore as on March 31, 2026.
- The Going-out India business housed in two other wholly owned subsidiaries, Orbgen Technologies Private Limited and Wasteland Entertainment Private Limited, will also be consolidated into ZEPL; their boards gave in-principle approval on October 21, 2026 to evaluate the means and manner of doing this.
- Stated rationale: an internal restructuring to consolidate the business in one subsidiary, streamline the corporate structure and achieve operational synergies. It is a related party transaction between the parent and its wholly owned subsidiary, undertaken at arm's length, with no change in ultimate beneficial ownership.
Adonmo exit, Mygate entry through a share swap
- Sale of 11,214 Series B compulsorily convertible preference shares and 10 equity shares in Adonmo Private Limited to Vivish Technologies Private Limited (Mygate).
- Acquisition of 1,84,091 Series C1 compulsorily convertible preference shares and 164 equity shares in Mygate.
- It is non-cash: the Mygate shares are received as consideration for the Adonmo shares, part of a single transaction.
- This is a step towards a proposed merger of Adonmo into Mygate. After that merger, the other shareholders of Adonmo become shareholders of the merged Mygate entity and Adonmo ceases to exist as a separate entity.
- The stake in Mygate acquired in the swap is valued at approximately INR 156 crore.
- The company will eventually own ~4.4% equity stake on a fully diluted basis in the merged Mygate entity.
- Indicative completion on or before 5-Dec-26, subject to definitive agreements and customary closing conditions.
In simple terms
The Going-out India business is a small slice of the company — 5.39% of standalone revenue and an even smaller share of net worth — and it is being moved from the parent into a wholly owned subsidiary. Ownership stays within the group, so shareholders' economic interest in that business continues.
The Adonmo step converts a holding in one company into a holding in a different, merged entity. The transaction does not fall under related party transactions, and none of the buyers belong to the promoter or promoter group.
Things to keep in mind: both actions are subject to the conditions described above, the Going-out India transfer is expected within the stated window from the signing date, and the Mygate stake value and shareholding percentages relate to stages before and after the proposed merger.
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More numbers
- Cash consideration for Going-out India slump sale~INR 130,75,56,871/-
- Revenue of Identified Business, FY2025-26INR 587 crore
- Identified Business revenue as % of company standalone revenue5.39%
- Net worth of Identified Business as on 31 March 2026INR 8 crore
- Adonmo Series B preference shares sold11,214
- Mygate Series C1 preference shares acquired1,84,091
- Value of stake acquired in MygateINR 156 crore
- Fully diluted stake in merged Mygate entity4.4%
- Total income, latest quarter24,489 (INR crore)
- Total income, year-ago quarter13,942 (INR crore)
- Total income, previous quarter20,586 (INR crore)
- Total comprehensive income, latest quarter(311) (INR crore)
- Total comprehensive income, year-ago quarter20 (INR crore)
- Total comprehensive income, previous quarter87 (INR crore)
- Profit after tax, latest quarter125 (INR crore)
- Profit after tax, year-ago quarter65 (INR crore)
- Profit after tax, previous quarter92 (INR crore)
- Revenue from operations, latest quarter24,138 (INR crore)
- Revenue from operations, year-ago quarter13,590 (INR crore)
- Revenue from operations, previous quarter20,211 (INR crore)
- Profit before tax, latest quarter323 (INR crore)
- Profit before tax, year-ago quarter129 (INR crore)
- Profit before tax, previous quarter272 (INR crore)
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