Easy Trip Planners Limited — M&A Activity 2024

Dec 7, 2024

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December 07, 2024

BSE Ltd. National Stock Exchange of India Limited P J Towers, Dalal Street, (NSE). Exchange Plaza, Bandra Kurla Fort Mumbai – 400001 Complex, Bandra East, Mumbai – 400051 Scrip Code: 543272 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 September 17, 2024 and November 15, 2024 regarding outcome of the respective Board Meetings.

Dear Sir/ Madam,

In continuation to our above referenced intimations to the stock exchanges dated September 17, 2024 and November 15, 2024, the Company has, on December 06, 2024 entered into the following definitive agreements with the relevant parties therein:

(a) Pflege Home Health Care Center L.L.C (“Pflege”):

• (i) Share Purchase Agreement, and (ii) Investment cum Shareholders’ Agreement.

(b) Jeewani Hospitality Private Limited (“Jeewani”):

• (i) Share Subscription Agreement, and (ii) Shareholders’ Agreement.

(c) Planet Education Australia Pty Ltd (“Planet”):

• (i) Share Purchase Agreement, and

• (ii) Shareholders’ Agreement.

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in connection with the proposed acquisition(s)/ investment(s) of 49.03%, 50%, and 49% stake in the aggregate paid-up share capital of Pflege, Jeewani and Planet respectively.

The purchase consideration and/ or the subscription amount, as the case may be, for the said proposed acquisition(s)/ investment(s) shall be paid by the Company by way of equity share swap, i.e., issuance of its own fully paid-up equity shares to the relevant parties on preferential basis. Further, the said proposed acquisition(s)/ investment(s) is subject to the completion of customary conditions precedent and obtaining the relevant regulatory approvals as may be required, if any, 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(s)/ investment(s) of the target company by the Company is enclosed as Annexures 1, 2 and 3 to this letter.

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

You are requested to take the same on your record.

For Easy Trip Planners Limited

PRIYANKA Digitally signed by PRIYANKA TIWARI TIWARI Date: 2024.12.07 17:13:11 +05'30'

Priyanka Tiwari Group Company Secretary and Chief Compliance Officer Membership No.: A50412

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Annexure 1

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Pflege

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Pflege Home Health Care Center L.L.C (“Pflege”) 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/ investment 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 Pflege.
3.	Industry to which the entity being acquired belongs.	Pflege is engaged in the business of medical tourism with assisting patients in Indian subcontinent, Turkey, Thailand, Singapore and Malaysia and provide high-quality, compassionate home healthcare to people of all ages in the comfort and convenience of their own homes.
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/ investment is to further diversify and inorganically expand the existing business operation of the Company.

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		Upon consummation of the proposed acquisition/ investment, Pflege will become an associate of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition.	None
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), if any, including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 3-4 months.
7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay by way of share swap, i.e., issuance of the Company’s own new fully paid-up equity shares to Mr. Bhisham Sheoran and Pflege on preferential basis.
8.	Cost of acquisition or the price at which the shares are acquired.	The Company will make the following payments aggregating to INR 29,83,05,000 (Indian Rupees Twenty Nine Crores Eighty Three Lacs Five Thousand Only): (a) the purchase consideration of INR 19,83,05,000 (Indian Rupees Nineteen Crores Eighty Three Lacs Five Thousand Only) to Mr. Bhisham Sheoran (selling shareholder of Pflege), and (b) the subscription money of INR 10,00,00,000 (Indian Rupees Ten Crores Only) to Pflege.

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9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	176 fully paid-up shares of Pflege representing an aggregate of 49.03% of the aggregate paid-up share capital on a fully diluted basis (39% consisting of 117 shares will be acquired through purchase from Mr. Bhisham Sheoran and the remaining 10.03% consisting of 59 shares through subscription of fully paid-up share capital of Pflege).
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).	Pflege is a limited liability company registered on February 21, 2021 in the Emirate of Dubai in accordance with the provisions of U.A.E Commercial Companies Law No.(2) of 2015 and Law No. (13) of 2011 and operating under licenses issued by Department of Economy and Tourism with Home Health Care Center and Dubai Health Authority having its registered office is at Office No 602, AL Zarooni Building, Sheikh Zayed Road, Al Barsha 1, Dubai, U.A.E Pflege is engaged in the business of medical tourism with assisting patients in Indian subcontinent, Turkey, Thailand, Singapore and Malaysia and provide high-quality, compassionate home healthcare to people of all ages in the comfort and convenience of their own homes. Last 3 (three) financial years’ (January 1stto December 31stof the same year) turnover of Pflege: FY 2023 – AED 41,29,257 (audited) FY 2022 – AED 53,16,814 (audited) FY 2021 – NIL (As the business operation started after January1, 2022)

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Annexure 2

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Jeewani

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Jeewani Hospitality Private Limited (“Jeewani”) 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/ investment 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 Jeewani.
3.	Industry to which the entity being acquired belongs.	Jeewani is_inter alia_engaged in the business of construction, development and operation of hotels.
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/ investment is to inorganically expand the existing business 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), if any, including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 3-4 months.
7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay by way of share swap, i.e., issuance of the Company’s own new fully paid-up equity shares to Jeewani onpreferential basis.
8.	Cost of acquisition or the price at which the shares are acquired.	INR 1,00,00,00,000 (Indian Rupees One Hundred Crores Only).
9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	90,00,000 (Ninety Lacs) fully paid-up equity shares of the face value of INR 10 (Indian Rupees Ten Only) each of Jeewani representing 50% of the aggregate post- issue paid-up share capital on a fully diluted basis.
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).	Jeewani is a private limited company incorporated on February 17, 2024 under the provisions of Companies Act, 2013 with its registered office located at C/o Ochi Ram Jiwani, Bagn Bijeshar Ayodhya, Ayodhya RS, Faizabad – 224123, Uttar Pradesh, India. Jeewani is_inter alia_engaged in the business of construction, development and operation of hotels.

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Last 3 (three) financial years’ turnover of Jeewani ( INR Lacs ): FY 2023-2024 – NIL FY 2022-2023 – NIL FY 2021-2022 – NIL Since Jeewani was incorporated on February 17, 2024, it currently does not have any turnover.

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Annexure-3

Disclosure in terms of Regulation 30 of the LODR read with the Circular related to proposed acquisition of Planet

Sl. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Planet Education Australia Pty Ltd (“Planet”) 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/ investment 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 Planet.
3.	Industry to which the entity being acquired belongs.	Planet is engaged in the business of International Student recruitment, International Student placement, coaching for various entrance tests like IELTS, TOEFL, GMT, GRE, SAT etc. for international education including opening of Educational Institutes for coaching thereof, Student Accommodation services, Overseas Student Health Insurance services, Education Loan assistance, Student Travel services, Forex Assistance services.
4.	Objects and effects of acquisition (includingbut not limited to,	The objective of the proposed acquisition/ investment is to inorganicallyexpand the

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	disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).	existing business operations of the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition.	None
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), if any, including without limitation the approval of the shareholders of the Company, consummation of the proposed acquisition is expected to be completed in the next 3-4 months.
7.	Nature of consideration - whether cash consideration or share swap and details of the same.	The Company proposes to pay by way of share swap, i.e., issuance of the Company’s own new fully paid-up equity shares to (a) Mr. Gagandeep Singh, and (b) Sanket Champaklal Shah (both the selling shareholders of Planet) on preferential basis.
8.	Cost of acquisition or the price at which the shares are acquired.	The Company proposes to pay the aggregate purchase consideration of INR 39,20,00,000 (Indian Rupees Thirty Nine Crores Twenty Lacs Only) by way of equity share swap, i.e., issuance of the Company’s own new fully paid-up equity shares in equal proportion to: (a) Mr. Gagandeep Singh, and (b) Sanket Champaklal Shah (both the selling shareholders of Planet) on preferential basis.

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9.	Percentage of shareholding/ control acquired and / or number of shares acquired.	490 (Four Hundred Ninety) fully paid-up shares of Planet representing 49% of the aggregate paid-up share capital on a fully diluted basis.
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).	Planet is an Australian Company having its registered office at 3 Parramatta Square Level 14, 153 Macquarie Street, Parramatta NSW 2150. Planet is engaged in the business of International Student recruitment, International Student placement, coaching for various entrance tests like IELTS, TOEFL, GMT, GRE, SAT etc. for international education including opening of Educational Institutes for coaching thereof, Student Accommodation services, Overseas Student Health Insurance services, Education Loan assistance, Student Travel services, Forex Assistance services Last 3 (three) financial years’ (July 1stto June 30thof the next year) turnover of Planet: FY 2023-2024 – AUD 14,87,043 (provisional) FY 2022-2023 – AUD 21,98,699 (audited) FY 2021-2022 – AUD 7,33,038 (audited)

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