Eternal transfers Going-out India business to a subsidiary for ₹131 crore

Mergers & acquisitions
Retailing

Blacklitt Research21 October 20263 min read

Eternal (NSE: ETERNAL), formerly Zomato, agreed to transfer its Going-out India business to its wholly owned subsidiary Zomato Entertainment Private Limited for about ₹131 crore in cash, it said in a filing on 21 Oct 2026. Its market value was ₹2,87,674 crore at the 21 Oct 2026 close of ₹312.35.

Key highlights

Cash consideration: about ₹130.76 crore, subject to agreed adjustments
Business revenue in FY2025-26: ₹587 crore, or 5.39% of standalone revenue
Net worth of the business at 31 Mar 2026: ₹8 crore, or 0.02% of standalone net worth
Expected completion within 30 days of the agreement

The business transfer in numbers

Term	Detail
Business transferred	Going-out India, a dining-out and entertainment ticketing business, with its assets and liabilities
Buyer	Zomato Entertainment Private Limited, a wholly owned subsidiary
Route	Slump sale on a going concern basis
Agreement date	21 Oct 2026
Related-party transaction	Yes, between parent and wholly owned subsidiary; the filing says it is at arm's length

Why the business is moving to one subsidiary

The filing describes the transfer as part of an internal restructuring to consolidate the Going-out India business, which runs across several group entities, into one wholly owned subsidiary. The aim it gives is to streamline the group's corporate structure and achieve operational synergies. Two other wholly owned subsidiaries that also run Going-out India businesses, Orbgen Technologies and Wasteland Entertainment, will later be consolidated into the same entity, and their boards gave in-principle approval on 21 Oct 2026. In the half year to 30 Sep 2026, the Going-out segment posted a loss of ₹116 crore in Eternal's consolidated results.

The Mygate and Adonmo share swap

Eternal will sell all its shares in Adonmo Private Limited, an ambient digital advertising platform, to Vivish Technologies Private Limited, which operates Mygate, in return for Mygate shares. Eternal would receive 1,84,091 Series C1 compulsorily convertible preference shares and 164 equity shares of Mygate, and give up 11,214 Series B preference shares and 10 equity shares of Adonmo. Mygate runs a technology platform for gated communities and had turnover of ₹229 crore in FY2025-26. The swap is a step toward a merger of Adonmo and Mygate, after which Eternal would hold about 4.4% of the merged company on a fully diluted basis. The filing values that stake at ₹156 crore, and Eternal invested ₹112 crore in Adonmo in January 2022.

What the transfers mean for Eternal's shareholders

The filing says the economic interest in the transferred business stays with the parent, so the change is in which subsidiary holds the business. It also says the transfer has no impact on the standalone results. The Mygate stake is about 4.4% after the proposed merger, and the share swap depends on definitive agreements and customary closing conditions. The next dated steps are completion of the business transfer within 30 days of the agreement, and the Mygate share swap on or before 5 Dec 2026.

Reference: Original filing (PDF)

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