Eternal Limited has informed the exchange regarding proposed restructuring, acquisition and divestment.

Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers C-1, G-Block, Bandra - Kurla Complex Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 543320, Scrip Symbol: ETERNAL ISIN: INE758T01015 Sub.: Outcome of the Board Meeting held on October 21, 2026 Dear Sir/ Ma’am, Pursuant to Regulation 30, 33 and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with circulars issued by SEBI (“SEBI Circular”), we wish to inform you that the board of directors of Eternal Limited (formerly known as Zomato Limited) (“Board” and “Company”, respectively) at its meeting held today i.e. October 21, 2026, inter alia, has considered and approved: 1. Unaudited financial results (standalone and consolidated) for the quarter and half year ended on September 30, 2026 (“Financial Results”). Further, the said results have been subjected to limited review by M/s Deloitte Haskins & Sells, statutory auditors of the Company. A copy of Financial Results, along with the limited review report issued by the statutory auditors, are enclosed. 2. Business Transfer Agreement (“BTA”) between the Company and Zomato Entertainment Private Limited (“ZEPL”), a wholly owned subsidiary of the Company, to transfer the Going-out India business housed in the Company, along with its respective assets and liabilities (collectively referred to as “Identified Business”) to ZEPL, by way of slump sale, on a going concern basis. The details as required under the Listing Regulations read with SEBI Circular is enclosed as Annexure – A. Subsequently, the Going-out India business housed in two other wholly owned subsidiaries of the Company - Orbgen Technologies Private Limited (“OTPL”) and Wasteland Entertainment Private Limited (“WEPL”), will also be consolidated into ZEPL. In order to enable this, the board of directors of ZEPL, OTPL and WEPL, have also granted in-principle approval at their respective board meetings held on October 21, 2026, to evaluate the means and manner of implementing the aforesaid business consolidation. The BTA and aforesaid consolidation is being undertaken as part of an overall internal restructuring exercise to consolidate the Going-out India business operating across various group entities, in a single wholly owned subsidiary - ZEPL to streamline the group’s corporate structure and achieve operational synergies. 3. Sale of 11,214 (Eleven thousand two hundred fourteen) Series B compulsorily convertible preference shares and 10 (Ten) equity shares in Adonmo Private Limited (“Adonmo”) to Vivish Technologies Private Limited (“Mygate”) and acquisition of 1,84,091 (One lakh eighty four thousand ninety one) Series C1 compulsorily convertible preference shares and 164 (One hundred sixty four) equity shares in Mygate. ETERNAL LIMITED (Formerly known as Zomato Limited) Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, India CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373 The sale and acquisition of shares mentioned above is part of a single transaction (“Transaction”) wherein the Company will transfer all of its shares in Adonmo to Mygate in lieu of Mygate shares as consideration. The Transaction is a step towards a merger proposed to be executed by Adonmo and Mygate (“Proposed Merger”). Post completion of the Proposed Merger, all other shareholders of Adonmo will become shareholders of the merged Mygate entity and Adonmo will cease to exist as a separate entity. The Company will eventually own ~ 4.4% equity stake on a fully diluted basis in the merged Mygate entity. This stake is currently valued at INR 156 crore. The Company had invested INR 112 crore in Adonmo in January 2022. Adonmo is one of India’s leading ambient digital advertising platforms, operating a cloud- connected network of screens across residential communities. Mygate is a technology platform focused on improving the living experience within residential gated communities by offering visitor management, security, accounting, and community engagement for residents. The Transaction is subject to execution of definitive agreements, fulfilment of certain customary closing conditions precedent and other terms and conditions under the transaction documents. The details as required in respect of sale and acquisition of shares, under the Listing Regulations read with SEBI Circular are enclosed as Annexure – B1 and Annexure - B2 respectively. The meeting of the Board commenced at 1:00 P.M. and concluded at 3:10 P.M. The above information will also be hosted on the website of the Company i.e.www.eternal.com. For Eternal Limited (Formerly known as Zomato Limited) Sandhya Sethia Company Secretary & Compliance Officer Date: October 21, 2026 ETERNAL LIMITED (Formerly known as Zomato Limited) Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, India CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373 Annexure - A Sr No. Particulars Details 1. The amount and percentage of the Revenue of the Identified Business for FY 2025- turnover or revenue or income and 26 is INR 587 crore representing 5.39% of the net worth contributed by such revenue of the Company on a standalone basis. business unit or division or subsidiary or associate company of Net worth of the Identified Business as on 31 the listed entity during the last March 2026, is INR 8 crore representing 0.02% of financial year the net worth of the Company on a standalone basis. 2. Date on which the agreement for sale October 21, 2026. has been entered into 3. The expected date of completion of Within 30 days of the execution date of the BTA. sale/disposal 4. Consideration received from such Cash consideration of an amount of ~INR sale/ disposal (In case of cash 130,75,56,871/- (Indian rupees one hundred thirty consideration – amount or otherwise crore seventy five lakh fifty six thousand eight share exchange ratio) hundred and seventy one only), will be paid by ZEPL to the Company, subject to the adjustments as agreed under the BTA. 5. Brief details of buyers and whether ZEPL, wholly owned subsidiary of the Company. any of the buyers belong to the promoter/ promoter group/ group The Company is professionally managed and does companies. If yes, details thereof not have an identifiable promoter. 6. Whether the transaction would fall Yes. The transaction is between parent and within related party transactions? If wholly-owned subsidiary. Hence, the transaction yes, whether the same is done at falls within related party transactions. “arm’s length” Yes. The transaction shall be undertaken at the value determined as per Rule 53 of the Income- tax Rules, 2026. The proposed transfer is being undertaken as part of an internal group restructuring, pursuant to which there will be no change in the ultimate beneficial ownership or control of the transferred business, and the entire economic interest therein shall continue to vest with the holding company, and hence would be at arm’s length. 7. Whether the sale, lease or disposal The proposed transaction pertains to transfer of of the undertaking is outside the the Identified Business by way of slump sale on a scheme of arrangement? If yes, going concern basis to ZEPL. Hence, this details of the same including regulation is not applicable. compliance with regulation 37A of Listing Regulations 8. Area of business of the entity(ies) Company - E-commerce platform enabling food discovery, ordering and delivery. ZEPL - Business of organizing events and ancillary services. ETERNAL LIMITED (Formerly known as Zomato Limited) Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, India CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373 9. Rationale for amalgamation/ merger The proposed transfer is part of an internal [Showing first 8,000 characters — download PDF for full document]