Zomato - Bseindia

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zomatozomato.cominfo@zomato .comDate: June 24,2022ToDepartment of Corporate Services,BSE LimitedPhiroze Jeejeebhoy Towers, Dalal Street,Mumbai - 400 001ToListing Department,National Stock Exchange of India LimitedC-1, G-Block, Sandra - Kurla ComplexBandra (E), Mumbai - 400 051Scrip Code: 543320, Scrip Symbol: ZOMATOISIN: INE758T01015Sub: Outcome of the Board meetingDear Sir/Ma'am,Pursuant to Regulation 30 and other applicable provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), read with Securities andExchange Board oflndia circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 ("SEBI Circular") andfurther to our prior intimation dated June 21, 2022 issued under Regulation 29 of the Listing Regulations, wewish to inform you that the board of directors of Zomato Limited ("the Board" and "the Company",respectively) at its meeting held today i.e., June 24, 2022 inter-alia, has considered and approved the followingproposals:1.Acquisition ofup to 33,018 (Thirty-Three Thousand and Eighteen) equity shares of Blink Commerce PrivateLimited (formerly known as Grofers India Private Limited) ("BCPL") for a total purchase consideration ofINR 444 7,4 7,84,078 (Indian Rupees Four Thousand Four Hundred Forty Seven Crores Forty Seven LakhsEighty Four Thousand and Seventy Eight Only) at a price of INR 13,46,986.01 (Indian Rupees ThirteenLakhs Forty Six Thousand Nine Hundred Eighty Six and One Paisa Only) per equity share by issuance andallotment ofup to 62,85,30,012 (Sixty Two Crores Eighty Five Lakhs Thirty Thousand and Twelve) fullypaid-up equity shares of the Company having face value ofINR 1/- (Indian Rupee One) each at a price ofINR 70.76 (Indian Rupees Seventy and Seventy Six Paisa Only) per equity share which is the pricedetermined in accordance with chapter V of the Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), for a consideration otherthan cash (for discharge of entire purchase consideration) from the shareholders ofBCPL. The Companypresently holds 1 (One) equity share and 3,248 (Three Thousand Two Hundred and Forty-Eight) preferenceshares in BCPL. The details as required to be disclosed under Regulation 30 of the Listing Regulations readwith SEBI Circular, is enclosed herewith as Annexure-A.2.Issuance and allotment of up to 62,85,30,012 (Sixty Two Crores Eighty Five Lakhs Thirty Thousand andTwelve) fully paid-up equity shares of the Company having face value ofINR 1/- (Indian Rupee One) eachat a price ofINR 70.76 (Indian Rupees Seventy and Seventy Six Paisa Only) per equity share which is theprice determined in accordance with chapter V of the SEBI ICDR Regulations, for consideration other thancash, being discharge of total purchase consideration ofINR 4447,47,84,078 (Indian Rupees Four ThousandFour Hundred Forty Seven Crores Forty Seven Lakhs Eighty Four Thousand and Seventy Eight Only) forthe acquisition of up to 33,018 (Thirty-Three Thousand and Eighteen) equity shares of BCPL from itsshareholders at a price of INR 13,46,986.01 (Indian Rupees Thirteen Lakhs Forty Six Thousand NineHundred Eighty Six and One Paisa Only) per equity share, on a preferential issue basis on such terms andconditions as agreed and set forth in the agreements, deeds and other documents, subject to the approval byshareholders of the Company and in accordance with the SEBI ICDR Regulations. The details as requiredto be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewithas Annexure-B.ZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatozomato.cominfo@zomato .comThis is to further inform that the board of directors of the Company at its meeting today also approved postalballot notice for the following matters which will be sent to the shareholders and exchange(s):1.2.3.Approval for issuance up to 62,85,30,012 (Sixty Two Crores Eighty Five Lakhs Thirty Thousand andTwelve) equity shares of the Company on preferential basis for consideration other than cash;Approval for formulation, adoption and implementation of Zomato Employee Stock Option Plan 2022 andgrant of employees stock options to the employees of the Company under this Plan; andApproval for grant of employee stock option under Zomato Employee Stock Option Plan 2022 to theemployees of the subsidiary companies of the Company.We further wish to inform you that Company has on June 24, 2022 entered into an amendment to the definitiveagreement dated June 28, 2021 with Grofers International Pte. Ltd, Hands on Trades Private Limited ("HOTPL")and Albinder Singh Dhindsa, modifying certain rights of the Company's in relation to its existing investment inHOTPL ("Agreement"). The Agreement shall come into effect post completion of the acquisition of BCPL bythe Company. The details as required to be disclosed under Regulation 30 of the Listing Regulations read withSEBI Circular, is enclosed as herewith as Annexure-C.This is to further inform the exchange that Zomato Hyperpure Private Limited, material subsidiary of the Companyhas entered into a Business Transfer Agreement with HOTPL and others, agreeing to purchase the warehousingand ancillary services business of HOTPL ("Identified Business") for an aggregate consideration of up to INR60,70,00,000 (Indian Rupees Sixty Crores and Seventy Lakhs Only). The completion of the transfer of theIdentified Business under the Business Transfer Agreement is subject to certain conditions precedent and closingconditions, as agreed under the terms thereof.The Board meeting commenced at 5:00 P.M. and concluded at 6:30 P.M.Request you to kindly take the same on record.Thanking YouBy order of the BoardFor Zomato Limited(formerly known as Zomato Private Limited)Sandhya SethiaCompany Secretary & Compliance OfficerPlace: GurugramDate: June 24, 2022ZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatozomato.cominfo@zomato .comAnnexure As.ParticularsDetailsNo1.Name of the target entity, details in Blink Commerce Private Limited (formerly known as Grofersbrief such as size, turnover etc.India Private Limited) ("BCPL")Authorized Share Capital: INR 45,50,000 (Indian Rupees FortyFive Lakhs Fifty Thousand only)Paid-up Share Capital: INR 35,70,317 (Indian Rupees Thirty FiveLakhs Seventy Thousand Three Hundred and Seventeen only)2.3.4.5.6.7.Whether the acquisition would fallwithin related party transaction(s) andwhether the promoter I promoter groupI group companies have any interest inthe entity being acquired? If yes,nature of interest and details thereofand whether the same is done at "arm'slength".Industry to which the entity beingacquired belongsObjects and effects of acquisition(including but not limited to,disclosure of reasons for acquisition oftarget entity, if its business is outsidethe main line of business of the listedentity)Brief details of any governmental orregulatory approvals required for theacquisition·Indicative time period for completionof the acquisition.Turnover as at March 31, 2022 (audited): INR 2,363.2 MillionWe are a professionally managed Company with no promoter/promoter group and as on date the acquisition of shares of BCPLby the Company does not fall under related party transactions withCompany/group companies.E-commerceThis acquisition is in line with our strategy of investing in thequick commerce business.Not applicable.Acquisition will be completed within a period of 15 (fifteen) daysfrom the later of: (i) date of the approval of special resolution forpreferential issue of equity shares; or (ii) receipt of last of theapproval/ permission required for allotment under the preferentialissue from any regulatory authority or the Central Government(including but not limited to the in-principle approval of the stockexchanges) for issuance of the equity shares to the proposedallottees.Nature of consideration - whether cash Issue of shares for consideration other than cashconsideration or share swap and detailsof the same.The Company will issue and allot up to 62,85,30,012 (Sixty TwoCrores Eighty Five Lakhs Thirty Thousand and Twelve) fully paidup equity shares having face value ofINR 1/- (Indian Rupee One)each at a price ofINR 70.76 (Indian Rupees Seventy and SeventySix Paisa Only) which is the price determined in accordance withchapter V of the SEBI ICDR Regulations per equity share forconsideration other than cash, being discharge of total purchaseconsideration of INR 4447,47,84,078 (Indian Rupees FourZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatos.Particularszomato.cominfo@zomato .comDetailsNoThousand Four Hundred Forty Seven Crores Forty Seven LakhsEighty Four Thousand and Seventy Eight Only) for the acquisitionof up to 33,018 (Thirty-Three Thousand and Eighteen) equityshares of BCPL at a price of INR 13,46,986.01 (Indian RupeesThirteen Lakhs Forty Six Thousand Nine Hundred Eighty Six andOne Paisa Only) per equity share from BCPL's shareholders.8.Cost of acquisition or the price at Acquisition ofup to 33,018 (Thirty Three Thousand and Eighteen)which the shares are acquired;equity shares of BCPL for a total purchase consideration of INR4447,47,84,078 (Indian Rupees Four Thousand Four HundredForty Seven Crores Forty Seven Lakhs Eighty Four Thousand andSeventy Eight Only) at a price of INR 13,46,986.01 (IndianRupees Thirteen Lakhs Forty Six Thousand Nine Hundred EightySix and One Paisa Only) per equity share from BCPL'sshareholders upon the issuance and allotment of up to62,85,30,012 (Sixty Two Crores Eighty Five Lakhs ThirtyThousand and Twelve) fully paid-up equity shares of the Companyhaving face value of INR 1/- (Indian Rupee One) each at a priceof INR 70.76 ( Indian Rupees Seventy and Seventy Six PaisaOnly) per equity share which is the price determined inaccordance with chapter V of the SEBI ICDR Regulations for aconsideration other than cash, being discharge of total purchaseconsideration.9.Percentage of shareholding / control The Company already holds 1 (One) equity share and 3,248 (Threeacquired and / or number of shares Thousand Two Hundred and Forty-Eight) preference shares,acquired;presently in BCPL10. Brief background about the entityacquired in terms of products / line ofbusinessacquired,dateofincorporation, history of last 3 yearsturnover, country in which the acquiredentity has presence and any othersignificant information (in brief);Zomato further proposes to acquire up to 33,018 (Thirty-ThreeThousand and Eighteen) equity shares in BCPLBCPL was incorporated on May 26, 2015 and owns and operatesa mobile and web application based information technologyplatform which acts as a facilitator between third party sellers ofvarious products (such as grocery, fruits and vegetables, bakeryitems, personal care, health and hygiene, pet care and baby careetc.) and potential buyer of goods.It also provides support services to merchants in relation to salesmade on the platform by the merchants, including warehousing,logistics, order fulfilment, payment collection and other servicesand advertisement services for brands.Turnover of the last three vears (in INR (in Mn.):March 31, 2022 (Audited)2,363.2March 31, 2021 (Audited)2,002.6March 31, 2020 (Audited)1,652.8ZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatozomato.cominfo@zomato .comAnnexure Bs.ParticularsDetailsNo1.Type of securities proposed to be issued Equity Shares2.Type of issuance (further publicoffering, rights issue, depositoryreceipts,qualifiedinstitutionsplacement, preferential allotment etc.)Total number of securities proposed tobe issued or the total amount for referential allotment62,85,30,012 (Sixty Two Crores Eighty Five Lakhs ThirtyThousand and Twelve) fully paid-up equity shares of theCompany having face value ofINR 1/- (Indian Rupee One) eachat a price ofINR 70.76 (Indian Rupees Seventy and Seventy SixPaisa Only) per equity share which is the price determined inaccordance with chapter V of the SEBI ICDR RegulationsAdditional details in case of preferentialName oflnvestorOutcome ofissue:subscription- PostAllotment holding*a) Name of investorSVF Growth (Singapore) PTE Ltd28,71,38,736b) post allotment of securities 12,34,86,408Internet Fund III Pte. Ltd.outcome of the tments IV*** Apoletto Asia LtdKTBN GI Ventures LimitedKTBN Venture Fund No. 16Capital Investment LLCDao! KTB G Synergy PrivateEquity 1Rahul Ravindra Raj Mehta3,19,80,4471,97,78,3841,11,93,15679,95, 11158,25,01027,03,109Euler Fund L P21,89,137Grofers International Pte. Ltd7,59,91,6351,50,95,533Bennett Coleman and CompanyLimited* The post-allotment holding does not takes into account theexisting shareholding of Sequoia Capital India Investments IVand Apoletto Asia Ltd.** Sequoia Capital India Investments IV already holds1,33,33,000 equity shares of the Company.*** Apoletto Asia Ltd. already holds 20,70,300 equity sharesof the Company.Issue price / allotted price (in case of Issue Price:The Company will issue and allot up to 62,85,30,012 (Sixty TwoconvertiblesCrores Eighty Five Lakhs Thirty Thousand and Twelve) fullypaid-up Equity Shares having face value of INR 1/- (IndianRupee One) each at a price oflNR 70.76 (Indian Rupees Seventyand Seventy Six Paisa Only) per equity share which is the pricedetermined in accordance with chapter V of the SEBI ICDRRegulations for a consideration other than cash, being dischargeof total purchase consideration of INR 4447,47,84,078 (IndianZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatos.Particularszomato.cominfo@zomato .comDetailsNoRupees Four Thousand Four Hundred Forty Seven Crores FortySeven Lakhs Eighty Four Thousand and Seventy Eight Only) forthe acquisition of up to 33,018 (Thirty-Three Thousand andEighteen) equity shares ofBCPL at a price of lNR 13,46,986.01(Indian Rupees Thirteen Lakhs Forty Six Thousand NineHundred Eighty Six and One Paisa Only) per equity share fromBCPL's shareholders.Number of investors5.12 (Twelve)In case of convertibles - intimation on Not applicableconversion of securities or on lapse ofthe tenure of the instrument.Any cancellation or termination of Noneproposal for issuance of securitiesincluding reasons thereofZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

zomatozomato.cominfo@zomato .comAnnexure-Cs.ParticularsDetailsNo1.Name(s) of parties with whom the agreemententered2.Purpose of entering into the agreement3.4.5.lSGrofers International Pte. Ltd, HOTPL and Albinder SinghDhindsaTo record the amendment to the rights and obligations in relationo management and operation of the Company in HOTPL and toecord the rights of the Company vis-a-vis the other shareholdersofHOTPL.Size of agreementN.A.Shareholding, if any, m the entity with whom the - 8.3871 % on a fully diluted basis in HOTPLagreement is executedSignificant terms of the agreement (in brief) special As set out above, certain existing shareholders of Grofersrights like right to appoint directors, first right to share International Pte. Ltd are exiting from the Grofers Internationalsubscription in case of issuance of shares, right to Pte. Ltd., and accordingly they shall in effect cease to have anyrestrict any change in capital structure etcights m HOTPL. The amendment captures such revisedconstruct.Further, the Company has retained certain existing protectiveights in HOTPL which are necessary to protect its investment,including but not limited to the right to veto on certain limitedidentified matters, the right to appoint a nominee director andliquidation preference. At the same time, the Company has givenup certain other veto rights.Whetherthesaidpartiesarerelatedto No, we are a professionally managed Company with no6.promoter/promoter group/ group companies in any promoter/promoter groupmanner. If yes, nature of relationship7. Whether the transaction would fall within related party As on date, the entering into of this Agreement will not falltransactions? If yes, whether the same is done at "arms within the ambit of related party transactions.length"8. In case of issuance of shares to the parties, details of N.A.issue price, class of shares issued;9. In case of loan agreements, details of lender, nature of N.A.the loan, total amount of loan granted, total amountoutstanding, date of execution of the loanagreement/sanction letter, details of the securityprovided to the lenders for such loan10. Any other disclosures related to such agreements, viz., N.A.details of nominee on the board of directors of thelisted entity, potential conflict of interest arising out ofsuch agreements, etc11. In case of termination or amendment of agreement, The details are captured above.listed entity shall disclose additional details to the stockexchange(s):i. name of parties to the agreement;ii. nature of the agreement;iii. date of execution of the agreement;iv. details of amendment and impact thereof or reasonsof termination and impact thereofZOMATO LIMITED(Formerly known as Zomato Private Limited)Registered Address: Ground Floor 12A, 94 Meghdoot, Nehru Place, New Delhi - 110019, Delhi, India.CIN: L93030DL2010PLC198141, Telephone Number: 011 - 40592373

4 days ago