Zomato Puts A Lid On Foreign Ownership: Caps It At 49.5% To Stay Truly Indian

Zomato Eternal has announced that its board has approved a proposal to cap total foreign ownership in the company at 49.5% of its equity instruments, in a move aimed at maintaining its status as an Indian-owned and controlled entity under Indian foreign exchange regulations.

The decision, approved through a shareholder resolution, aligns with various provisions under the Companies Act, 2013, the Foreign Exchange Management Act (FEMA), the Consolidated FDI Policy Circular of 2020, and other applicable regulatory frameworks.

Scope and Implementation of the Cap

The cap will apply to all foreign investments—whether through Foreign Direct Investment (FDI), Foreign Portfolio Investment (FPI), or indirect ownership—across both primary and secondary markets.

The cap explicitly excludes investments made on a non-repatriation basis, which are typically permitted for Non-Resident Indians (NRIS) under more relaxed norms.

By setting this cap at 49.5% on a fully diluted basis, Zomato Eternal aims to ensure that it remains compliant with FEMA regulations that require Indian companies to retain majority domestic ownership and control to be classified as Indian entities.

The board has also authorised the company’s senior management—including the Managing Director & CEO, CFO, and Company Secretary—to take all necessary steps to implement the cap. This includes filing with regulators such as the Reserve Bank of India (RBI), Registrar of Companies (ROC), stock exchanges, and any other relevant authorities.

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Current Foreign Shareholding in Zomato

According to BSE data, Foreign investors hold a significant stake in Zomato. The largest portion, 38.62%, is held by Foreign Portfolio Investors, amounting to over 372 crore shares. Other notable foreign investors include Antfin Singapore Holding Pte. Ltd. with 1.95%, Camas Investments Pte. Ltd. with 1.74%, and DF International Partners II LLC with 1.34%.

Government-related investors such as the Government of Singapore (1.13%), Government Pension Fund Global (1.12%), and the Kuwait Investment Authority Fund (1.08%) also hold sizable stakes in food dele.

Additionally, Dunearn Investments (Mauritius) and Vanguard Total International Stock Index Fund each hold around 1.1% of the company.    

Prominent Indian Shareholders

Apart from foreign investors, some other notable shareholders in Zomato include Deepinder Goyal, the founder and CEO, who holds about 6.94 crore shares, which is 3.83% of the company.

Naukri.com parent company Info Edge (India) Limited is one of the biggest shareholders, owning approximately 119.47 crore shares, which make up 12.38% of Zomato’s total shareholding.