Zomato founder Deepinder Goyal gives up ₹1,000-crore ESOPs in major governance move

The surrender of unvested stock options by founder Deepinder Goyal coincides with a leadership reshuffle at Eternal, strengthening employee incentives, deferring dilution, and reinforcing governance standards as competition intensifies in quick commerce.

Zomato founder Deepinder Goyal has voluntarily relinquished more than ₹1,000 crore worth of unvested employee stock options at Eternal, the listed entity that houses Zomato and Blinkit, in what analysts describe as a landmark corporate governance decision in India’s internet sector.

The move comes alongside a significant leadership transition. Goyal has stepped down as Group Chief Executive Officer and assumed the role of Vice Chairman, while Blinkit CEO Albinder Dhindsa has been elevated to Group CEO, taking charge of day-to-day operations across the company’s businesses.

ESOP pool expansion without immediate dilution

As part of the decision, around 3.3 crore unvested shares previously allotted to Goyal will return to Eternal’s ESOP pool, expanding it by nearly 16%. Management said the expanded pool will enhance the company’s ability to reward and retain talent without triggering near-term equity dilution — a key concern as competition in food delivery and quick commerce continues to intensify.

Speaking on a post-earnings call, Chief Financial Officer Akshant Goyal said Eternal’s ESOP pool already exceeds 20 crore shares, and the returned options further strengthen its incentive framework. He added that ESOP grants will remain performance-linked and that the company does not anticipate dilution in the near future.

Market participants have widely welcomed the move. Analysts noted that founder-led surrender of unvested ESOPs is rare among listed Indian technology companies and reflects a strong commitment to long-term shareholder interests.

Founder steps back from execution, retains long-term role

In a letter to shareholders, Goyal said the leadership change reflects his desire to pursue higher-risk ideas that are better explored outside the constraints of a public company. He clarified that his financial interests remain closely tied to Eternal and aligned with long-term value creation.

While operational control shifts to Dhindsa, Goyal said he will continue to focus on long-term strategy, leadership development, culture, and governance. Dhindsa, who will continue to lead Blinkit, has been credited with building the quick-commerce platform into Eternal’s fastest-growing business.

Brokerages broadly supported the transition, citing Dhindsa’s execution track record. However, some cautioned that clarity in governance roles and a smooth handover will be critical in the near term.

Despite stepping away from daily management, Goyal reiterated his ambition to build Eternal into one of India’s most valuable consumer internet companies, serving hundreds of millions of users and creating large-scale economic impact.