Eternal Limited — Capital/Financing Update 2021

Nov 29, 2021

To Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

To Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra - Kurla Complex Bandra (E), Mumbai - 400 051

Scrip Code: 543320, Scrip Symbol: ZOMATO ISIN: INE758T01015

Sub: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Updates on Acquisition & Divestment

Dear Sir/Ma'am,

Further to our letter dated November 10, 2021 wherein Company had intimated regarding the proposed acquisition of 6.38% of the share capital of Curefit Healthcare Private Limited ("Curefit") ("Proposed Investment") and the proposed divestment by way of sale of 100% of the share capital of Jogo Technologies Private Limited("FitSo") ("Proposed Divestment") to Curefit Services Private Limited and Curefit, we wish to submit that the Company has executed the transaction agreements for the Proposed Investment and Proposed Divestment ("Transactions"). The Transactions are subject to fulfilment of certain customary conditions precedent and other terms and conditions agreed under the transaction agreements.

Further, prior to the Proposed Divestment, the Company has acquired the remaining equity shares held by existing shareholders of FitSo and subsequent to such acquisition, FitSo has become a wholly owned subsidiary of the Company. Details of such acquisition is given hereunder in Annexure-A

The details as required under Listing Regulations read with SEBI Circular in relation to the Proposed Investment and Proposed Divestment are enclosed as $\textbf{Annexure} - \textbf{A}$ and $\textbf{B}$ respectively.

The above information will also be available on the website of the Company

You are requested to take the same on record. Thanking You By Order of the Board For Zomato Limited (formerly known as Zomato Private Limited and Zomato Media Private Limited)

Sandhya Sethia Company Secretary & Compliance Officer Place: Gurgaon Date: November 29, 2021

ZOMATO LIMITED

(Formerly known as Zomato Private Limited and Zomato Media Private Limited) Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India. CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

Annexure A
s. No	Particulars	Jogo Technologies Private Limited	Hcalthc.arc Curcfit Private Limited
I.	of the entity, Jogo Name target details Ill brief such as size, (FitSo") tun1over etc.	Private Technologies Limited Authorized Share Capital: INR	Curefit Healthca re Private Limited ("Curefit") Authorized Share Capital: INR
		14,05,000 Turnover as at March 31 , 202 1 (latest audited): IJ\'R 26.46 Mn	1,264, 11 ,45,000 Tun1over as at March 31, 202 1 (latest dnifl un-audited): INR 2958.47Mn
2.	Whether the acquisition wou within fall related promoter I promoter group I compames have group interest the entity 111 of acquired? If yes. nanire interest and details thereof and \Ve "arm's length".	ld \Ve have acquired shares of FitSo, party subsidiary of the Company from the transaction(s) and whether the other existing shareholders of FitSo. of shares of subsidiary any Acquisition being Company is a related party transaction. are professionally managed a whether the same IS done at Company with no promoter/promoter group. The transaction is done on the basis of valuation report obtained and is at arms' length.	\Ve are a professionally managed Company with 110 promoter/promoter group and the acquisition of shares of Curetit by the Company does not fall under related party transactions with Company/group companies.
3.	being acquired belongs	Industry to which the entity Sports and fitness facility management and coaching	Technology company engaged in of the business providing software to health, services wellness and fitness comoanies
4.	Objects and effects limited to, disclosure of reasons its business is outside the ma in line of business of the listed entitv)	of The acquisition will enable Company to acquisition (including but not complete the Proposed Divestment of l of FitSo to I 00% of the share capita for acquisition of target entity, if Curefit Services Private Limited and Curetit .	\Ve making a primary are invest,nenl to acquire a minority stake in Curetit.
s.	of Brief details or govenunental regulatory approvals required for the acquisition·	any Not Applicable	Not Applicable
6.	Indicative time period comoletion of the acauisition·	for Completed on November 29, 2021	Expected to be completed by December I 0. 202 1.
7.	- of Nature consideration whether cash consideration or e share swap and details of the same·	Cash consideration - payment through lectronic mode.	Cash considenition - payment through electronic mode.
8.	at which the shares are acquired; equity share Percentage of shareholding I Percentage of Shareholdin	Cost of acquisition or the price Cost of Acguisition: INR 17,385 per g: Presently the Comnanv has acauired 35.44% from	Cost of Acguisition: INR 483.62 per share Percentage of Shareho lding: 6.38 % of the fullv diluted basis

ZOMATO L IMITED

(Formerly known as Zomato Priva1c Limited and Zomato Media Private Limited) Regiskrcd Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 11 00 I 9, Delhi, India. CIN: L93030DL2010PLCl98141, Telephone Number: 0 1 I - 40592373

	control acquired and I or number the existing shareholders of FitSo, upon of shares acquired;			acquisition, FitSo has become wholly owned subsidiarv of the Comoanv.
9.	Brief background about the entity acquired terms m of business products I line acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in briel);	FitSo was incorporated on August 7, of 2015 in India and runs the business with the brand name of Fitso which is a progrmnme subscription-based to Providing its members access ilities. multiple fitness and spons fac Turnover of the last three vears (in INR{in l!ln) :				Curefit Healthcare Pvt Ltd was incorporated on !Vlay 24, 2016 in India and runs the business of developing and licensing software technology, Proprietary Rights and brands in the health, wellness tness sectors and fi Turnover of the last three vears (in INR(in Mn)) :
		March 2021	3 1,	26.46		March 2021	31,	2958.47
		l\1arch 2020	31,	13 1.20		March 2020	3 I,	5674.03
		l\1arch 20 19	3 I,	70.11		March 20 19	3 I,	2329.90

Annexure-B S No. Particulars I. he amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial vear 2. date on which the agreement for sale has been entered into ' ~- he expected date of completion of sale/disposal 4. ,onsideration received from such sale/disposal 5. brief detai Is of buyers and whether any of the buyer,· belong to the promoter/ promoter group/grou1 companies. If ye.s, details thereof 6. ~ betber the transaction would fall within related ,arty transactions? If yes, whether the same is done at "arms len!!th". 7. Rtdditionally, in case of a slump sale, indicative disclosures provided for ama lgamation/merger, shall ~e disclosed by the listed entity with respect to such slumn sale Details Turnover and net worth of FitSo as on March 31 , 2021 is INR 26.46 l\lln and INR -203.53 Mn respectively. Further, FitSo contributed 0.07% towards the consolidated tun1over of the Company and - 0.25% towards the consolidated net worth of the Company. November 29, 2021 December I 0, 2021 INR equivalent of USO 50 Mn Brief Details ofBuverfs): a) Curefit Services P1ivate Limited is in the busine.ss 0 f developing, distribution and licensing Proprietary Rights and providing :Jigital services, including fitness memberships (whether delivered online or offline) and b) Curefit Healthcare Private Ltd is engaged in the business of deve loping and licensing software technology, Proprietary Rights and brands in the healthcare, wellness and fitness sectors. None of the buyers belong to promoter/ oromoter grouo/grouo comoanies. No. Not Applicable