Deal Talk

Easy Trips, Without Cash: Exploring Easemytrip’s Cashless Foreign and Domestic Share Swaps

1. INTRODUCTION

A recent trend coming up in the market is utilizing non-cash share-swaps for the purpose of acquisitions and investments. This structure can be utilized for the purposes of acquiring an Indian entity or an overseas entity. In case of a share swap, an acquirer acquires the shares of another company (either through a primary or secondary acquisition) and as consideration for the acquisition, the acquirer issues its own shares to the other company / selling shareholders of such other company (“Share Swap”).

Easy Trip Planners Limited (“EaseMyTrip”) is currently using this strategy for acquiring stakes in three companies – Pflege Home Health Care Centre LLC (“Pflege”), Jeewani Hospitality Private Limited (“Jeewani”) and Planet Education Australia Pty Ltd (“Planet”). Everything was going smoothly, until recently when Stakeholders Empowerment Services (“SES”) released a report advising shareholders to vote against the resolution of EaseMyTrip to issue shares on preferential basis for the acquisition of Pflege, Jeewani and Planet.

The baffling question is – why did SES oppose this move?

In this edition of Deal Talk, we discuss the complex Share Swap structures adopted by EaseMyTrip for the aforesaid acquisitions and along with considerations to keep in mind while structuring such share-swap acquisitions and why did SES oppose the resolutions.

2. EASEMYTRIP’s ACQUISITIONS

As per publicly reported information, EaseMyTrip is planning the following acquisitions in 2025:

• Pflege: Pflege is a limited liability company registered in 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. Pflege is a pioneering company engaged in medical tourism and actively assists patients in Indian subcontinent, Turkey, Thailand, Singapore and Malaysia.

• Jeewani: Jeewani is a private limited company incorporated in India and engaged in the business of construction, development and operation of hotels.

• Planet: Planet is an Australian company engaged in the business of international student recruitment, international student placement, coaching of various entrance tests like IELTS, TOEFL, GMT, GRE, SAT, etc. for international education. Planet is also engaged in opening of educational institutions for coaching of the aforementioned tests, student accommodation services, overseas student health insurance, education loan assistance, student travel services and forex assistance services.

Interestingly, EaseMyTrip’s primary motivation to undertake each of the above acquisitions stems from a desire to further diversify and inorganically expand their existing business operations globally.

A structural representation of the Share Swaps are as follows –

i Pflege Acquisition

ii Jeewani Acquisition 

iii  Planet Acquisition 

3. IDENTIFYING THE UNDERLYING SHARE SWAPS

Before we delve into the legal considerations that may have been relevant to each of these acquisitions, let us identify the underlying Share Swaps in each of these deals –

i. Pflege Acquisition

The Pflege Acquisition can be broken down into the following three legs:

• Acquisition of 39% shareholding of Pflege by EaseMyTrip, which is an overseas entity, from Mr. Bhisham Sheoran (“ODI Secondary”),

• Primary investment by EaseMyTrip into Pflege for 10.03% shareholding of Pflege (“ODI Primary”), and

• Payment of consideration by EaseMyTrip to Mr. Bhisham Sheoran⁴ and Pflege in the form of allotment of its own shares (“FDI Primary”).

Based on the above, the Pflege Acquisition has two forms of Share Swaps: an

• ODI Primary – FDI Primary Share Swap and

• ODI Secondary – FDI Primary Share Swap.

ii. Jeewani Acquisition

The Jeewani Acquisition can be broken down into the following two legs:

• Acquisition of 50% shareholding of Jeewani, an Indian company, by EaseMyTrip,

• Payment of consideration to Jeewani in the form of allotment of its own shares.

Based on the above, the Jeewani Acquisition has one form of Share Swap:

• Resident – Resident Share Swap.

iii. Planet Acquisition

The Planet Acquisition can be broken down into the following two legs:

• Acquisition of 49.03% shareholding of Planet by EaseMyTrip, which is an overseas entity, from Mr. Gagandeep Singh and Mr. Sanket Champaklal Shah (“Planet ODI Secondary”),

• Payment of consideration by EaseMyTrip Mr. Gagandeep Singh and Mr. Sanket Champaklal Shah⁵ in the form of allotment of its own shares (“Planet FDI Primary”).

Therefore, the Planet Acquisition has one form of Share Swap: an

• ODI Secondary – FDI Primary Share Swap.

4. LEGAL CONSIDERATIONS APPLICABLE TO SHARE SWAPS

Each of EaseMyTrip’s acquisitions constitute differing forms of Share Swaps. Share Swaps must meet a variety of requirements under major Indian legislations such as merger control laws, tax laws, foreign exchange control laws, company law, etc.

Further, given that each of these Share Swaps include EaseMyTrip, which is a listed company, laws governing listed securities enacted by the Securities and Exchange Board of India (“SEBI”) also get triggered.

Let us now delve into an assessment of the laws typically applicable to Share Swaps, and how each of them is being specifically triggered in EaseMyTrip’s acquisitions.

i. Foreign exchange control considerations:

Share Swaps involving non-resident shareholders and / or companies will have to be undertaken in compliance with the Foreign Exchange Management Act, 1999 (“FEMA”) and the allied regime enacted thereunder.

• Compliance with the NDI Rules:

  As mentioned above, each of the Pflege Acquisition and Planet Acquisition have FDI Primary as a step in their swaps. The Jeewani Acquisition is a domestic share swap; therefore, the NDI Rules will not be applicable to the same. The NDI Rules, as per Rule 6(a) read with Schedule I allows an Indian company to issue equity instruments to a person resident outside India against swap of equity instruments. As per the NDI Rules, foreign direct investment (“FDI”) into Indian companies can occur without prior approval of the Indian government so long as the Indian company falls in the “automatic route” under Schedule I of the NDI Rules. Therefore, if the Indian company falls under the automatic route, then a share swap would not require government approval.  

  The Pflege Acquisition consisted of an FDI Primary wherein EaseMyTrip allotted its own shares to non-residents. Similarly, the Planet Acquisition also consisted of the Planet FDI Primary involving allotment to non-resident individual shareholders of Planet.

  However, since investments into the tourism sector fall under the 100% automatic route, these transactions did not need to factor in a potential requirement for the prior approval of the Indian government under the NDI Rules.

   

• Prior approval under the Press Note No. 3 (2020 Series) (“PN3”):

  In addition to the NDI Rules, the parties may have also had to evaluate whether any prior approval of the Indian government is required under the PN3. As per the PN3, prior government approval is required in case of any FDI from entities of countries that share land-borders with India, or where the beneficial owner of an investment into India is situated in or is a citizen of such land-bordering countries. PN3 was enacted in 2020 to curb opportunistic investments from China and other land bordering countries.⁶

  The PN3 consideration is relevant for the Pflege Acquisition and Planet Acquisition, since both of them involve FDI into EaseMyTrip (in lieu of the Share Swap). Accordingly, in case any of the proposed allottees of EaseMyTrip’s shares in these transactions (i.e. Pflege, Jeewani, Planet, Mr. Bhisham Sheoran, Mr. Gagandeep Singh and Mr. Sanket Champaklal Shah) are resident in / have beneficial owners that are situated in land-bordering countries, such allotment would be subject to government approval under the PN3. Basis the publicly available information, neither of the acquirers of the shares of EaseMyTrip are resident of/have beneficial owners that are situated in land-bordering countries.

ii. Overseas investment law considerations:

The Pflege Acquisition and Planet Acquisition involves issuance / transfer of shares of an unlisted foreign company (amounting to more than 10% shareholding) to an Indian company. Considering that Pflege and Planet are unlisted foreign companies, the acquisition of shares by EaseMyTrip constitutes an “overseas direct investment” (“ODI”) under the Foreign Exchange Management (Overseas Investment) Rules, 2022 (“OI Rules”).⁷

Rule 11 read with Schedule I of the OI Rules clarifies the mechanisms through which ODI can be undertaken by Indian entities, which under Para 2 (v) of Schedule I, permits ODI by way of a ‘swap of securities’. Accordingly, the Pflege Acquisition and Planet Acquisition constitute permissible modes of undertaking ODI under the OI Rules.

However, ODI is subject to certain additional factors that also need to be met, namely –

• Net worth criteria

  Thetotal financial commitment made by an Indian entity in all the foreign entities, taken together at the time of undertaking such commitment, shall not exceed 400 percent of its net worth as on the date of the last audited balance sheet.⁸

  The total consideration for the Pflege Acquisition and Planet Acquisition is INR 69,03,05,000. As per the audited financial statements of EaseMyTrip for FY 23-24, the net worth of EaseMyTrip is INR 637,90,90,000.⁹ Further, while the exact amount of financial commitment by EaseMyTrip in foreign entities is not available as on the proposed date of consummation of the Pflege Acquisition and Planet Acquisition, we note from the audited financial statements for FY 23-24 that EaseMyTrip has no foreign investments.¹⁰ Accordingly, since the proposed investment does not exceed 400 percent of EaseMyTrip’s net worth as on the date of the audited financial statements for FY 23-24, the first requirement under the OI Rules is met.

• Financial services criteria

  AnIndian entity that is engaged in “financial services” activities in India can make ODI into a foreign entity engaged directly or indirectly in financial services only if –

  • the Indian entity has posted net profits during the preceding three financial years;

  • the Indian entity is registered with or regulated by a financial services regulator in India;

  • the Indian entity has obtained approval as may be required from the regulators of such financial services activity, both in India and the host country or host jurisdiction, as the case may be, for engaging in such financial services:

  However, if the Indian entity is not engaged in “financial services” and seeks to invest in a foreign entity which is directly or indirectly engaged in “financial services”¹¹ activities, the Indian entity should have posted net profits during the preceding three financial years.

  In respect of the above, the following two-fold determination is to be made to determine whether the Pflege Acquisition and Planet Acquisition must meet the aforementioned criteria –

  • Is EaseMyTrip (being the Indian entity) engaged in “financial services” activities?

  • Are the foreign companies in which EaseMyTrip is undertaking ODI (namely, Pflege and Planet) engaged directly or indirectly in “financial services” activities?

  With respect to (i) above, it is to be noted that as per the Business Responsibility & Sustainability Report of EaseMyTrip for FY 23-24, the NIC Code for activities contributing to 100% of the turnover of EaseMyTrip is 7911 (Tour and Travel related services). Accordingly, it can be stated that EaseMyTrip is not engaged in financial services activities in India.

  On the other hand, based on the disclosures made by EaseMyTrip to stock exchanges and publicly available information, Pflege is a home health care provider based in Dubai, which offers medical tourism services through licensed doctors around the globe, along with supporting services such as visa assistance and airport drop and pickups.¹² Separately, Planet provides students with guidance through their admission processes to universities in Australia, with a range of services such as counseling, course selection, coaching, visa applications, etc.¹³ Therefore, it is safe to assume that each of the foreign target companies are also not involved directly or indirectly in “financial services” activities.

iii. SEBI considerations:

The issuance and allotment of specified securities¹⁴ by listed companies is governed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR”). ICDR is applicable to the present scenario since EaseMyTrip is a listed company.

The preferential allotment of such securities, for consideration other than cash, must comply with the following requirements:

• Approval through special resolution:

  Any issuance of specified securities must be approved by the shareholders of the listed company by way of a special resolution.¹⁵

  Accordingly, prior to effectuating the Pflege Acquisition / Jeewani Acquisition / Planet Acquisition, EaseMyTrip must receive the consent of 75% of its shareholders through a special resolution.

• Valuation requirements:

  Another equally important consideration is the valuation requirement that is prescribed under the ICDR. Consideration other than cash, discharged by way of a swap of shares, should be backed by a valuation report issued by an independent registered valuer and submitted to the stock exchanges where the issuer is listed. However, the stock exchanges have the ability to get the valuation done by another valuer in case they are not satisfied with the appropriateness of the valuation.¹⁶

  Therefore, the Share Swaps occurring pursuant to each of the aforementioned acquisitions are required to be justified through a valuation report issued in respect of these transactions.

   

• Pricing guidelines:

  The pricing guidelines under Regulation 164 of the ICDR are to be followed for a preferential issue in case the shares of the issuer company are “frequently traded”. The shares of an issuer company are considered to be “frequently traded” in case the equity shares of the issuer have been listed on a recognized stock exchange for a period of 90 trading days or more as on the “relevant date” (which, for the purposes of these acquisitions would be the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue¹⁷).

  Considering that EaseMyTrip’s shares are “frequently traded”, the price of the equity shares to be allotted must not be the higher of:

  • 90 days’ volume weighted average price of related equity shares quoted on the recognized stock exchange preceding the relevant date, or

  • 10 trading days’ volume weighted average prices of related equity shares quoted on a recognized stock exchange, preceding the relevant date,¹⁸

  unless the method of determination specified in the articles of association provide a higher floor price than the one that may be arrived at using the aforementioned methods of calculation.

• Other requirements for conducting preferential issue:

  Regulation 160 of the ICDR specified certain other requirements that are also to be met prior to conducting a preferential issuance, such as –

  • The securities being issued must be fully paid-up;

  • Equity shares held by proposed allottees in the issuer, if any, are in dematerialized form;

  • An in-principle application has been made to the stock exchange on the day that a notice for the shareholders’ meeting has been sent to the shareholders.

  Pursuant to the valuation requirements set out above, EaseMyTrip procured a valuation report from Samarth Valuation Advisory LLP, a registered valuer, for issuing a pricing certificate under the ICDR (“Pricing Certificate”). The Pricing Certificate: (i) assessed the fair value of the equity shares as per internationally accepted valuation standards of the Institute of Chartered Accountants of India as on September 30, 2024; and (ii) determined the floor price of shares as per Chapter V of the ICDR on December 6, 2024. The Pricing Certificate computed the fair value of shares to be INR 16.66 and the floor price (as per the ICDR) to be INR 18.22 per equity share.

  Relying on the above, EaseMyTrip’s proposed issue price towards the allottees pursuant to the Pflege Acquisition, Jeewani Acquisition and Planet Acquisition was INR 18.22 per share.

iv. Merger control considerations:

Under the regime set out pursuant to the Competition Act, 2002 (“Competition Act”), transactions amounting to “combinations” are notifiable (i.e. subject to the prior approval of the Competition Commission of India (“CCI”)) if they cross the thresholds set out in Section 5 of the Competition Act.

That being said, under the Competition (Minimum Value of Assets and Turnover) Rules, 2024, combinations are exempt from mandatory prior notification to the CCI if the target entity’s consolidated assets or turnover, as per its latest audited financial statements, fall below either of the following thresholds: (i) assets of less than INR 450 crore (Indian Rupees Four Hundred and Fifty Crores) in India; or (ii) turnover of less than INR 1,250 crore (Indian Rupees One Thousand Two Hundred and Fifty Crores) in India (the “De Minimis Exemption”).

Interestingly, from September 10, 2024, the merger control regime was overhauled and in addition to the thresholds set out in Section 5 of the Competition Act, the Competition Commission of India (Combination) Regulations, 2024 (“Combination Regulations”) were introduced, which brought in deal value threshold (“DVT”). DVT is an additional mechanism against which transactions are required to assess the requirement of mandatory notification to the CCI (over and above the Section 5 thresholds). As per the DVT, the following transactions are notifiable (irrespective of the availability of the De Minimis Exemption): (i) the value of the transaction is INR 2,000 crores (i.e. approximately USD 231 million) or more (“Value Test”); and (ii) the target has “substantial business operations” in India, each as per the manner set out in the Combination Regulations.

A transaction would be exempt from notification under the DVT only if it is able to avail any of the exemptions set out under the Competition (Criteria for Exemptions of Combinations) Rules 2024 (“General Exemptions”).

Accordingly, any combination which either breaches the thresholds under Section 5 or triggers the DVT would be required to be mandatorily notified to the CCI, unless such combination can either avail the De Minimis Exemption (only in case the notifiability is due to breach of thresholds under Section 5) or the General Exemptions (in case the notifiability is due to breach of thresholds under Section 5 or trigger of DVT).

The proposed issuance of shares to the allottees pursuant to each of the Pflege Acquisition, Jeewani Acquisition and Planet Acquisition cumulatively amounts to approximately INR 234,00,00,000 (Indian Rupees Two Hundred Thirty Four Crores). Accordingly, neither of these transactions (either individually or when interconnected) cross the Value Test and trigger the DVT.

Further, as per the audited financial statements of EaseMyTrip for FY 23-24, the consolidated assets amount to INR 893,61,30,000 (Indian Rupees Eight Hundred Ninety Three Crore Sixty One Lakh Thirty Thousand) and the consolidated turnover is INR 609,08,10,000 (Indian Rupees Six Hundred Nine Crore Eight Lakh Ten Thousand).¹⁹ Accordingly, EaseMyTrip will be able to avail the De Minimis Exemption for each of the Pflege Acquisition, Jeewani Acquisition and Planet Acquisition.

V. Tax considerations:

• Pflege Acquisition: For the purposes of the ODI Secondary as part of the Pflege Acquisition, the shareholder Mr. Brishram Sheoran will be taxable as per the tax laws of his jurisdiction of residence for the gains derived by him as part of the Acquisition.

• Jeewani Acquisition: Given that the entire Jeewani Acquisition is structure as a primary swap, there shall be no taxable event at the time of Share Swap of Jeewani Acquisition.

• Planet Acquisition: For the purposes of Planet ODI Secondary as part of the Planet Acquisition, the gains derived by Mr. Gagandeep Singh and Mr. Sanket Champaklal Shah as part of the sale of the shares held by them in Planet will be taxable as per the tax laws of his jurisdiction of residence.

vi. Company law considerations:

Under the Companies Act, 2013 (“Companies Act”) read with ancillary regulations, the power of further issuance of share capital stems from Section 42 read with Section 62. Section 62 (1) (c) specifically deals with the issuance of securities for consideration other than cash. The critical requirements to be met for non-cash share swaps under the Companies Act are as follows –

• Approval through special resolution:

  Similar to the ICDR, the issuance must be approved by the shareholders through a special resolution.

• Valuation requirements:

  The price of the shares must be determined by a valuation report issued by an independent valuer,²⁰ as evidenced by the Pricing Certificate.

5. Are Pflege, Planet and Jeewani a “subsidiary company” of EaseMyTrip under the Companies Act?

As set out above, pursuant to the Share Swaps, EaseMyTrip intends to acquire nearly half of the total shareholding in Pflege, Planet and Jeewani. An interesting consideration that therefore emerges is as to whether these companies are its subsidiaries under the Companies Act, and if not, whether there is any reason why?

Under Section 2(87) of the Companies Act, a company becomes a “subsidiary company” if either of the following conditions are met: (i) the holding company controls the composition of the board of directors; or (ii) the holding company exercises / controls more than half of the total voting power, either by itself or through one or more subsidiary companies.

As per the disclosure made by EaseMyTrip on the stock exchanges on December 7, 2024, it appears that there is no board seat that is being acquired on the board of any of the three companies. Thus, part (i) of the definition of “subsidiary company” does not apply. Further, EaseMyTrip is not acquiring more than 50% shareholding in any of the companies. Since this leads to a situation where it cannot exercise “more than half of the total voting power” in these companies, part (ii) of the definition is also not met. Accordingly, Pflege, Planet and Jeewani are not subsidiary companies of EaseMyTrip.

However, the question still remains – would this have been a deliberate move?

Looks like at-least for Jeewani it would be. According to Section 19 of the Companies Act, a subsidiary company cannot hold any shares in its holding company except in the case where such subsidiary company holds the shares of its holding company (a) as the legal representative of a deceased member of the holding company or (b) as a trustee or (c) even before it became a subsidiary company of the holding company. Further, holding companies are restricted from allotting or transferring their shares to any of its subsidiary companies.

If EaseMyTrip would have acquired more than half of the total voting power in Jeewani, this company would have become a “subsidiary company” of EaseMyTrip under the Companies Act and the share swap would not be possible because of the restriction set out in Section 19 of the Companies Act. Thus, it is possible that the total shareholding acquired in Jeewani pursuant to the Share Swap was decided keeping this consideration in mind. 

6. SES’ RECOMMENDATIONS AGAINST THE SHARE SWAPS

As mentioned above, under Regulation 160 of the ICDR, preferential issuances by listed companies are required to be approved by a special resolution of the shareholders. Institutional and retail shareholders alike often place reliance on the reports and recommendations of proxy advisors to understand the implications of such corporate actions.

In this regard, on January 07, 2025, SES released a report with its recommendations to shareholders in respect of the proposed preferential allotment of shares of EaseMyTrip (which included the issuances pursuant to the Pflege Acquisition, Jeewani Acquisition and Planet Acquisition).  

The agenda being proposed by EaseMyTrip was seeking shareholders’ approval towards primary issuances of equity shares of EaseMyTrip to each of Pflege, Jeewani, Planet, Mr. Bhisham Sheoran, Mr. Gagandeep Singh, and Mr. Sanket Champaklal Shah, on a non-cash basis (collectively, the “Non-Cash Allotment”). Along with these issuances, they had also sought shareholders’ approval for allotment of equity shares to Ms. Jacqueline Genevieve Fernandes on a cash basis (the “Cash Allotment”). Each of these are non-promoter individuals.

The total size of issue was 12,84,47,034 (Twelve Crore Eighty Four Lakh Forty Seven Thousand Thirty Four) fully paid-up equity shares having a face value of INR 1 each, at an issue price of INR 18.22 per share that collectively took the issue size to approximately INR 234,00,00,000 (Indian Rupees Two Hundred Thirty Four Crores).

Broadly, the proxy advisor had two major observations whilst analyzing the aforesaid transaction:

• The potential dilution in EaseMyTrip would cumulatively amount to 3.49% (with the Cash Allotment constituting a mere 0.07% dilution of the existing shareholders’ shareholding); and

• Although the valuation report obtained for the Non-Cash Allotment and Cash Allotment refers to the consideration of a “fair equity share swap ratio” it only provides a price determination for EaseMyTrip’s shares and does not separately account for the valuation / information of Pflege, Jeewani, or Planet.

7. Non-Cash Allotment

SES referred to Rule 13(2)(d) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 163(3) of the ICDR to note that in case of the allotment of securities for consideration other than cash, a justification of the valuation must be provided pursuant to a “valuation report” from a registered valuer.

The proxy advisor had the following specific observations in relation to the valuation report –

• They referred to the language set out in the aforesaid regulations and noted that considering that the Non-Cash Allotment involves an underlying transaction of a share swap, the valuation report of the target companies should also be provided to the shareholders.

• Further, since the valuation report of Pflege, Jeewani and Planet were not provided, SES referred to the last year revenue information of these companies to note that the stakes being acquired were significantly lesser than the consideration being paid to the shareholders of Planet, Jeewani and Pflege through the share swap.

Accordingly, SES was of the view that the valuation was not providing shareholders with a clear picture to gauge the value of the consolidated proposed acquisitions, making the valuation unfair and non-transparent. Further, they noted that the proposed dilution of shareholding in EaseMyTrip was also not adequately justified due to the above factors.

Thus, they recommended voting against the Non-Cash Allotment on account of a “compliance concern”.

8. Cash Allotment

With respect to the Cash Allotment, SES noted that since the shares were being issued in lieu of cash, the aforementioned concerns with respect to valuation would not arise (as there is no involvement of the target companies in this transaction). Additionally, the cumulative dilution as a result of the Cash Allotment was noted to be insignificant.

Therefore, no concerns were raised with respect to the Cash Allotment.

9. CONCLUSION

The EaseMyTrip Share Swaps highlight the growing role of non-cash structures in corporate expansion. While the deals align with EaseMyTrip’s vision for diversification and inorganic growth, the complex regulatory landscape surrounding foreign exchange laws, SEBI regulations, tax implications, and merger control adds layers of compliance, which will have to be borne in mind by dealmakers across the industry at the time of structuring similar Share Swaps.

In addition to a complex array of laws that need to be navigated whilst structuring Share Swaps, specifically in the case of listed companies, dealmakers will also have to be wary of other stakeholders such as proxy advisory firms and ensure that factors such as valuation transparency and shareholder dilution concerns are adequately resolved to ensure greater disclosure and justification in share swap transactions.

Authors

- Anurag Shah, Parina Muchhala and Nishchal Joshipura

You can direct your queries or comments to the relevant member.

¹https://www.bseindia.com/xml-data/corpfiling/AttachHis/9bd571cc-1908-4f1d-bc84-b6f14a658f24.pdf

²Ibid.

³Ibid.

⁴Based on the assumption that Mr. Bhisham Sheoran will be a non-resident under the Foreign Exchange Management Act, 1999.

⁵Based on the assumption that Mr. Gagandeep Singh and Mr. Sanket Champaklal Shah will be non-residents under the Foreign Exchange Management Act, 1999. It appears that they are both based currently in Australia, as available at: https://www.planeteducation.info/our-team. 

⁶Available at: https://dpiit.gov.in/sites/default/files/pn3_2020.pdf. 

⁷As per the OI Rules, “Overseas Direct Investment” or “ODI” means investment by way of acquisition of unlisted equity capital of a foreign entity, or subscription as a part of the memorandum of association of a foreign entity, or investment in ten per cent, or more of the paid-up equity capital of a listed foreign entity or investment with control where investment is less than ten per cent. of the paid-up equity capital of a listed foreign entity.

⁸Para 3 (1), Schedule I of the OI Rules.

⁹https://www.bseindia.com/xml-data/corpfiling/AttachHis/021a2e21-36c8-4236-b44d-b60647883660.pdf.

¹⁰Please refer to “Note No. 10” of the “Notes to Accounts” of the Consolidated Financial Statements of EaseMyTrip for FY 23-24.

¹¹As per Schedule I, a foreign entity shall be considered to be engaged in the business of financial services activity if it undertakes an activity, which if carried out by an entity in India, requires registration with or is regulated by a financial sector regulator in India.

¹²https://pflegehealthcare.com/about-us.

¹³https://www.planeteducation.info/international-education.

¹⁴Under the ICDR, “specified securities” means equity shares and convertible securities.

¹⁵Regulation 160 (b), ICDR.

¹⁶Regulation 163 (3), ICDR.

¹⁷Regulation 161 a), ICDR.

¹⁸Regulation 164 (1), ICDR.

¹⁹https://www.bseindia.com/xml-data/corpfiling/AttachHis/021a2e21-36c8-4236-b44d-b60647883660.pdf.

²⁰Section 62 (1) (c), Companies Act.

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