Billionaire founder Deepinder Goyal has relinquished over Rs 1,000 crore worth of unvested employee stock options (ESOPs) at Eternal, marking one of the most significant founder-led governance moves seen in India’s listed internet sector in recent years.The decision comes alongside a leadership transition at the food delivery and quick-commerce major, with Goyal stepping down as Group CEO and moving into the role of Vice Chairman, while Blinkit chief Albinder Dhindsa takes charge of day-to-day operations as Group CEO.As part of the transition, 3.3 crore unvested shares held by Goyal will revert to Eternal’s ESOP pool, expanding it by about 16%. Analysts say the move strengthens the company’s ability to retain and reward talent without near-term shareholder dilution, a key consideration as competition intensifies in the fast-scaling quick-commerce space.“Mr. Goyal’s decision to return unvested ESOPs (> INR 10bn) sets a very high bar for corporate governance,” Abhisek Banerjee of ICICI Securities said, ET reported.At the end of the December quarter, Goyal held a 3.83% stake in Eternal. According to Forbes, his net worth is estimated at around $1.6 billion, underscoring that his personal wealth remains closely linked to the company’s long-term performance.
ESOP pool expansion, dilution deferred
Eternal’s management said the founder’s move provides meaningful flexibility on equity incentives. Speaking during a conference call, CFO Akshant Goyal said the company’s ESOP pool already comprises more than 20 crore shares, with Goyal’s surrendered options adding another 3.3 crore shares.“His (Deepinder’s) ESOPs will perhaps expand that pool by another 3.3 crore shares,” the CFO said, adding that ESOP grants continue to be based on employee performance rather than pool size.He also indicated that the move could push back the need for further equity dilution. “Just because the pool size went up, we may not need to dilute for ESOPs again for slightly longer than what we would have done otherwise. We don’t think we need any dilution in the near future at this point,” he said.
Founder steps back from execution, not ownership
In a letter to shareholders, Goyal said his decision reflects a growing pull towards pursuing ideas that carry significantly higher risk and uncertainty — ventures he believes are better undertaken outside the constraints of a listed company.“Of late, I have found myself drawn to a set of new ideas that involve significantly higher-risk exploration and experimentation,” he wrote. “These are the kinds of ideas that are better pursued outside a public company like Eternal. The expectations, legal and otherwise, of a public company CEO in India demand singular focus.”Goyal stressed that the transition does not dilute his commitment to Eternal’s future. “My financial future remains meaningfully tied to Eternal, and my incentives remain aligned with long-term shareholder value creation. As part of this transition, all of my unvested ESOPs will revert to the ESOP pool,” he said.While operational authority shifts to Dhindsa, Goyal said his role will continue to centre on long-term strategy, leadership development and governance. “While the centre of gravity for operating decisions moves to Albi, my involvement in long-term strategy, culture, leadership development, and ethics and governance, continues,” he wrote.
Brokerages back the move, flag execution risks
Brokerages largely welcomed the leadership change, pointing to Dhindsa’s track record at Blinkit, which has emerged as Eternal’s fastest-growing business.Karan Taurani of Elara Capital said Goyal’s move to Vice Chairman “augurs well” for the company, as it combines founder oversight with operational execution by a seasoned operator. JM Financial said the elevation of Dhindsa is central to Eternal’s growth strategy, noting his role in scaling Blinkit from acquisition to breakeven.However, some analysts cautioned that clarity around governance and execution will be critical in the near term. Motilal Oswal flagged that “the division of responsibilities between management and the board remains unclear as of now,” adding that the change “does introduce some uncertainty to the business.”Nomura stressed that “a smooth transition without any slippage on execution is critical,” while Vivek Maheshwari of Jefferies described the move as “change but no change,” noting that management has clarified there will be no major operational shift in the immediate future.
Blinkit at the centre of growth strategy
Dhindsa will continue to lead Blinkit while assuming broader Group CEO responsibilities. Goyal credited him with building the quick-commerce platform’s operating muscle.“Blinkit’s journey from acquisition to breakeven happened under his leadership,” Goyal wrote. “He built the team, the culture, the supply chain, the operating rhythm. He has the DNA of a battle-hardened founder and his ability to execute far exceeds mine.”Despite stepping back from daily management, Goyal said his ambitions for Eternal remain unchanged. “I want Eternal to become India’s most valuable company. I want us to serve a billion customers. I want us to create the most positive impact on society. I want us to be the source of livelihoods for millions of Indians.”From what Goyal once described as “a menu scanning company,” Eternal has evolved into a consumer internet major with a market capitalisation of about Rs 2.7 lakh crore, serving millions of households daily and supporting hundreds of thousands of livelihoods