Easy Trip Planners Limited — M&A Activity 2023

Aug 3, 2023

August 03, 2023

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BSE Ltd. P J Towers, Dalal Street, Fort Mumbai – 400001 Scrip Code: 543272	National Stock Exchange of India Limited (NSE). Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Symbol: EASEMYTRIP

Subject: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“LODR”).

Reference: Intimation dated July 31, 2023 of outcome of the Board Meeting.

Dear Sir/ Madam,

In continuation to our above referenced intimation to the stock exchanges dated July 31, 2023, the Company has, on August 2, 2023 entered into the definitive agreements i.e., the Share Purchase Agreements and the Shareholders’ Agreements with the respective selling shareholders of each of Dook Travels Private Limited , Tripshope Travel Technologies Private Limited and Guideline Travels Holidays India Private Limited (collectively the “ Target Companies ”) in connection with the proposed acquisition of 51% stake in the aggregate paid-up share capital of each of the Target Companies. The purchase consideration for the said proposed acquisitions shall be paid by the Company by way of issuance of its fully paid-up equity shares to the selling shareholders of the respective Target Companies on a preferential basis. Further, the said proposed acquisitions are subject to completion of customary conditions precedent and obtaining the relevant regulatory approvals as may be required under the applicable law(s) including without limitation the approval of the shareholders of the Company.

The detailed disclosure(s) as required under Regulation 30 of the LODR read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (“ Circular ”) for compliance with the relevant provisions of LODR by listed entities concerning the proposed acquisition of the Target Companies by the Company are enclosed as Annexure I , Annexure II and Annexure III to this letter.

The aforesaid information will also be hosted on the website of the Company at www.easemytrip.com.

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You are requested to take the same on your record.

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For Easy Trip Planners Limited

PRIYANKA Digitally signed by PRIYANKA TIWARI TIWARI Date: 2023.08.03 21:15:48 +05'30' Priyanka Tiwari Group Company Secretary and Chief Compliance Officer Membership No.: A50412

Enclosed: As above.

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Annexure I

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Dook Travels Private Limited

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Dook Travels Private Limited (“Dook”) For turnover during the last 3 (three) financial years, please refer to point number 10 in this table.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”.	The proposed acquisition does not fall within the purview of a related party transaction and the promoter/ promoter group of the company does not have any existing interest in Dook.
3.	Industry to which the entity being acquired belongs.	Tours and Travel.
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).	The objective of the proposed acquisition is to further strengthen and inorganically expand the existing business operations of the Company. Upon consummation of the proposed acquisition, Dook will become a subsidiary of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition.	None

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	6.	Indicative time period for completion of the acquisition.	Subject to completion of customary conditions precedent and obtaining the relevant regulatory approvals as may be required under the applicable law(s) including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 2 months.
	7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay the purchase consideration to each of the selling shareholders of Dook in proportion to the number of shares sold by the selling shareholders to the Company by way of issuance of its new fully paid-up equity shares on a preferential basis.
	8.	Cost of acquisition or the price at which the shares are acquired.	The Company will pay an aggregate purchase consideration of INR 16,32,00,000 (Indian Rupees Sixteen Crores Thirty Two Lacs Only) to the selling shareholders.
	9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	15,300 fully paid-up equity shares of Guideline representing 51% of the aggregate paid-up share capital of Dook.
	10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).	Dook is a private limited company incorporated on December 27, 2013 under the provisions of Companies Act, 2013 with its registered office situated at Flat No. 906, 9th Floor, Kanchenjunga Building, 18 Barakhamba Road, New Delhi, Central Delhi-110001. Dook is a Delhi based integrated travel management company with specialization in providing tour and travel packages_inter_ _alia_in CIS and Balkan countries, Turkey,

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UAE and India. Dook is one of biggest Destination Management Companies for CIS Countries. Last 3 (three) financial years’ revenue of Dook (INR Lacs): FY 2022-2023 – 5,252.08 (unaudited) FY 2021-2022 – 1,270.31 (audited) FY 2020-2021 – 285.81 (audited)

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Annexure II

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Tripshope Travel Technologies Private Limited

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Tripshope Travel Technologies Private Limited (“Tripshope”). For turnover during the last 3 (three) financial years, please refer to point number 10 in this table.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”.	The proposed acquisition does not fall within the purview of a related party transaction and the promoter/ promoter group of the company does not have any existing interest in Tripshope.
3.	Industry to which the entity being acquired belongs.	Tours and Travel
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).	The objective of the proposed acquisition is to further strengthen and inorganically expand the existing business operations of the Company. Upon consummation of the proposed acquisition, Tripshope will become a subsidiary of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition.	None

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6.	Indicative time period for completion of the acquisition.	Subject to completion of customary conditions precedent and obtaining the relevant regulatory approvals as may be required under the applicable law(s) including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 2 months.
7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay the purchase consideration to each of the selling shareholders of Tripshope in proportion to the number of shares sold by the selling shareholders to the Company by way of issuance of its new fully paid-up equity shares on a preferential basis.
8.	Cost of acquisition or the price at which the shares are acquired.	The Company will pay an aggregate purchase consideration of INR 17,85,00,000 (Indian Rupees Seventeen Crores Eighty Five Lacs Only) to the selling shareholders.
9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	4,84,500 fully paid-up equity shares of Guideline representing 51% of the aggregate paid-up share capital of Tripshope.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).	Tripshope is a private limited company incorporated on January 15, 2018 under the provisions of Companies Act, 2013 with its registered office at 2nd Floor, Opp Womens College, New Qazi Bagh K. P. Road Anantnag, Jammu & Kashmir – 192101. Tripshope is a travel & leisure solution based out of Kashmir, offering the best in flights, holidays, hotels, and other travel

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products. Tripshope works to provide a great travel experience at the best available prices through the hands of trained experts. Now as Kashmir ushers into a new era, Tripshope is expected to realize its potential. Last 3 (three) financial years’ revenue of Tripshope (INR Lacs): FY 2022-2023 – 427.19 (unaudited) FY 2021-2022 – 273.09 (audited) FY 2020-2021 – 112.06 (audited)

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Annexure III

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Guideline Travels Holidays India Private Limited

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Guideline Travels Holidays India Private Limited (“Guideline”). For turnover during the last 3 (three) financial years, please refer to point number 10 in this table.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”. :	The proposed acquisition does not fall within the purview of a related party transaction and the promoter/ promoter group of the company does not have any existing interest in Guideline.
3.	Industry to which the entity being acquired belongs.	Tours and Travel
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).	The objective of the proposed acquisition is to further strengthen and inorganically expand the existing business operations of the Company. Upon consummation of the proposed acquisition, Guideline will become a subsidiary of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition.	None

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6.	Indicative time period for completion of the acquisition.	Subject to completion of customary conditions precedent and obtaining the relevant regulatory approvals as may be required under the applicable law(s) including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 2 months.
7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay the purchase consideration to each of the selling shareholders of Guideline in proportion to the number of shares sold by the selling shareholders to the Company by way of issuance of its new fully paid-up equity shares on a preferential basis.
8.	Cost of acquisition or the price at which the shares are acquired.	The Company will pay an aggregate purchase consideration of INR 30,60,00,000 (Indian Rupees Thirty Crores Sixty Lacs Only) to the selling shareholders.
9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	12,495 fully paid-up equity shares of Guideline representing 51% of the aggregate paid-up share capital of Guideline.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).	Guideline is a private limited company incorporated on March 22, 2011 under the provisions of Companies Act, 1956 with its registered office situated at 545, Kalbadevi Road, 318 Bharat Photo House, 3rd Floor, Marine Lines, Mumbai – 400002. Guideline group is a pioneer in cruising promotions in India starting with Star Cruises, Dream Cruises, NCL, Royal

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Caribbean Cruises, Resorts World Cruises, Jalesh, MSC, Regent, Crystal and many more. Guideline group has been instrumental in nurturing and growing the cruise market by multiple promotions in both B2B & B2C space. Indeed, Guideline has been a front runner in the cruise market in India for over 2 (two) decades. Last 3 (three) financial years’ revenue of Guideline (INR Lacs): FY 2022-2023 – NIL (unaudited) FY 2021-2022 – NIL (audited) FY 2020-2021 – NIL (audited) * Prior to August 1, 2023, the abovementioned business was carried out in Guideline Travels LLP, an associate entity of Guideline and there was no revenue in Guideline. However, effective from August 1, 2023, the above-mentioned business is being carried out by Guideline. Further, last 3 (three) financial years’ revenue of Guideline Travels LLP (INR Lacs) is as under: FY 2022-2023 – 1358.06 (unaudited) FY 2021-2022 – 481.43 (audited) FY 2020-2021 – 386.06 (audited)

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