What the board approved
On October 21, 2026, Eternal Limited (formerly Zomato Limited) disclosed three board decisions. First, it approved a Business Transfer Agreement to move its Going-out India business — the dining-out and entertainment-ticketing arm housed in the parent — into wholly owned subsidiary Zomato Entertainment Private Limited (ZEPL) by way of a slump sale on a going-concern basis. The Going-out businesses sitting in two other subsidiaries, Orbgen Technologies (OTPL) and Wasteland Entertainment (WEPL), are also to be folded into ZEPL, with in-principle approvals granted at those subsidiaries' boards the same day.
The company framed this as an internal restructuring to consolidate the Going-out business, spread across group entities, into a single wholly owned subsidiary — streamlining the corporate structure and seeking operational synergies. Because the transfer is between parent and wholly owned subsidiary, it is a related-party transaction, which the filing states will be undertaken at arm's length per Rule 53 of the Income-tax Rules, with no change in ultimate ownership or control.
The Adonmo-for-Mygate swap
Separately, the board approved a single transaction in which Eternal transfers all its shares in Adonmo Private Limited — an ambient digital advertising platform operating screens across residential communities — to Vivish Technologies Private Limited ("Mygate") in exchange for Mygate shares. The deal is a step toward a proposed merger of Adonmo into Mygate, after which Adonmo would cease to exist as a separate entity.
Per the filing, Eternal would end up holding roughly 4.4% of the merged Mygate entity on a fully diluted basis (5.4% immediately after the swap, before the merger). The company had originally invested in Adonmo in January 2022, and the filing attributes a current value to the stake it will receive. The transaction is subject to definitive agreements and customary closing conditions, with the acquisition targeted for completion on or before December 5, 2026.
The results that accompanied the board meeting
The restructuring was disclosed alongside limited-reviewed standalone and consolidated results for the quarter and half-year ended September 30, 2026. The filing notes the Going-out transfer has no impact on the standalone results for the period, as it is a subsequent event.
The auditor drew attention to ongoing GST matters: the company is contesting Show Cause Notices and Demand Orders from GST authorities on delivery charges and, supported by external expert advice, states it has a strong case on merits, with the outcome to be ascertained on disposal of the matter.