Going-out India business to move to wholly owned arm by slump sale; Adonmo shares swapped for Mygate stake
Eternal's board on October 21, 2026 approved the Q2/H1 FY26 unaudited results, limited-reviewed by Deloitte.
By ScoutQuest · · 3 min read
- Slump sale consideration
- ~INR 130.76 crore
- Transferred business revenue (FY 2025-26)
- INR 587 crore, 5.39% of standalone revenue
- Mygate merged entity stake
- ~4.4% stake valued at INR 156 crore (INR 112 crore invested in Adonmo)
Two decisions in one board meeting
The board of Eternal Ltd (formerly Zomato Ltd) met on October 21, 2026 and approved the unaudited standalone and consolidated results for the quarter and half year ended September 30, 2026, which were subjected to limited review by Deloitte Haskins & Sells. Alongside, it approved a business transfer agreement with a wholly owned subsidiary and a share swap involving its Adonmo investment.
Going-out business moves into a wholly owned subsidiary
- The Company will transfer its Going-out India business, together with its assets and liabilities, to Zomato Entertainment Private Limited (ZEPL), a wholly owned subsidiary, by way of slump sale on a going concern basis.
- Cash consideration is ~INR 130.76 crore, payable by ZEPL to the Company, subject to adjustments agreed under the business transfer agreement.
- Revenue of the transferred business for FY 2025-26 was INR 587 crore, representing 5.39% of the Company's revenue on a standalone basis.
- This is a related party transaction between a parent and its wholly owned subsidiary, stated to be at arm's length at a value determined as per Rule 53 of the Income-tax Rules, 2026. The change in shareholding pattern of the entities is stated as Nil.
- The Going-out business housed in two other wholly owned subsidiaries, Orbgen Technologies Private Limited (OTPL) and Wasteland Entertainment Private Limited (WEPL), is also to be consolidated into ZEPL; the boards of ZEPL, OTPL and WEPL granted in-principle approval on the same date to evaluate the means and manner of doing this.
- Stated rationale: an internal restructuring to streamline the group's corporate structure and achieve operational synergies, with no change in ultimate beneficial ownership or control of the transferred business.
- The Company is described as professionally managed with no identifiable promoter.
Adonmo shares exchanged for Mygate shares
- The Company will sell 11,214 Series B compulsorily convertible preference shares and 10 equity shares of Adonmo Private Limited to Vivish Technologies Private Limited (Mygate), and acquire 1,84,091 Series C1 compulsorily convertible preference shares and 164 equity shares of Mygate.
- This is a single transaction: all of the Company's Adonmo shares go to Mygate in lieu of Mygate shares. The consideration is non-cash.
- It is a step towards a proposed merger of Adonmo and Mygate, after which all other Adonmo shareholders become shareholders of the merged Mygate entity and Adonmo ceases to exist as a separate entity.
- On a fully diluted basis the Company will eventually hold ~4.4% of the merged Mygate entity. That stake is currently valued at INR 156 crore, against INR 112 crore the Company had invested in Adonmo in January 2022.
- The transaction is subject to execution of definitive agreements and fulfilment of customary closing conditions. The share sale agreement is targeted on or before 31-Oct-26 and completion on or before 5-Dec-26.
- Neither side belongs to a promoter or promoter group, and the transaction is stated not to be a related party transaction.
Auditor's review
Deloitte's conclusion on the consolidated results is not modified. The review report draws attention to a note on orders received from GST authorities in respect of GST on delivery charges, where the Company, supported by external expert advice, believes it has a strong case on merits and says the outcome will be ascertained on disposal of the matter. The results also include financial information of subsidiaries and a trust that their auditors have not reviewed, which the management considers not material to the Group.
What a retail investor can take away
- The going-out transfer is internal: cash moves from a subsidiary to the parent, ownership does not change and no new shares are issued, so it is primarily a structure and reporting change for the group.
- The Adonmo-to-Mygate swap exchanges one unlisted holding for another. The stake received is currently valued at INR 156 crore against INR 112 crore invested in Adonmo in January 2022, but that value is realised only if the proposed merger goes through.
- Both transactions have stated conditions and completion timelines still to be met.
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More numbers
- Cash consideration payable by ZEPL for the Going-out India business~INR 130,75,56,871/-
- Revenue of the Identified Business, FY 2025-26INR 587 crore
- Identified Business revenue as share of standalone revenue5.39%
- Company's investment in Adonmo (January 2022)INR 112 crore
- Current value of stake in merged Mygate entityINR 156 crore
- Stake in merged Mygate entity, fully diluted~ 4.4%
- Mygate Series C1 compulsorily convertible preference shares acquired1,84,091
- Adonmo Series B compulsorily convertible preference shares sold11,214
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