Eternal Shareholders Approve Board Restructuring, Goyal Named Vice Chairman

Introduction to Shareholder Decision

Shareholders of Eternal Limited, formerly known as Zomato Limited, have approved all five resolutions presented in a postal ballot that concluded on March 13, 2026. The remote e-voting process confirmed significant board changes, including the re-appointment of four independent directors and the formal appointment of founder Deepinder Goyal as the company's Vice Chairman. The results signal strong shareholder confidence in the proposed leadership structure following a period of significant transition for the company.

Background on the Leadership Transition

The postal ballot follows a major leadership shuffle announced earlier in the year. On February 1, 2026, Deepinder Goyal stepped down from his role as Managing Director and Group CEO, a position he held for 18 years. Albinder Dhindsa, CEO of the company's quick commerce arm Blinkit, was appointed as the new Group CEO. Goyal explained his decision in a letter to shareholders, stating a desire to explore new, higher-risk ventures that do not align with the strategic scope of a publicly listed company. This transition allows him to pursue new ideas while remaining involved in Eternal's long-term strategy in a non-executive capacity.

Postal Ballot Process and Details

The voting was conducted exclusively through a remote e-voting platform, with the voting period running from February 12, 2026, to March 13, 2026. The cut-off date for determining shareholder eligibility was February 6, 2026. The process involved a total of 22,95,003 shareholders. MUFG Intime India Private Limited acted as the Registrar and Share Transfer Agent, while Nitesh Latwal of PI & Associates served as the scrutinizer, ensuring compliance with the Companies Act, 2013, and SEBI regulations.

Overwhelming Support for Deepinder Goyal

The appointment of Deepinder Goyal as Vice Chairman and Non-Executive Director was met with near-unanimous approval. The ordinary resolution received a 99.65% approval rate, the highest among all proposals. This strong mandate formalizes his new strategic role, where he will focus on long-term strategy, capital allocation, governance, and leadership development. As part of this transition, Goyal will not draw any remuneration, and all his unvested ESOPs have been returned to the company's ESOP pool to incentivize future leaders without diluting shareholder value.

Re-appointment of Independent Directors

Shareholders also passed four special resolutions to re-appoint independent directors for a second five-year term, ensuring continuity in board oversight. The approval rates varied, indicating a discerning shareholder base.

While all four were re-appointed, Kaushik Dutta's resolution received noticeably lower support at 76.23%. This suggests some shareholder concerns, though the resolution still passed comfortably. Each re-appointed director is set to receive an annual remuneration of ₹1 crore, in addition to sitting fees of ₹1 lakh per meeting.

Strategic Implications of the Board Changes

The approved changes solidify Eternal's governance structure as it navigates its next growth phase under new CEO Albinder Dhindsa. The continued presence of experienced independent directors is crucial for maintaining robust oversight. Goyal's transition to Vice Chairman keeps his strategic vision and institutional knowledge accessible to the board without involving him in day-to-day operations. This structure aims to balance operational focus, led by Dhindsa with a priority on Blinkit, and long-term strategic exploration, guided by Goyal.

Company Performance and Context

These governance changes occur against a backdrop of strong financial performance. Under Goyal's leadership since its 2021 IPO, Eternal's topline has grown significantly, with its market capitalization increasing approximately fourfold to over ₹2.5 lakh crore. The company also achieved a consolidated Adjusted EBITDA profit of ₹925 crore in the 2025 calendar year. This successful track record likely contributed to the shareholders' confidence in the board's proposed leadership framework.

Looking Ahead

With the shareholder mandate secured, Eternal Limited's new leadership structure is formally in place. The market will now watch how the dynamic between new Group CEO Albinder Dhindsa and Vice Chairman Deepinder Goyal unfolds. The immediate focus will be on executing the company's strategy, particularly in the quick commerce sector, while investors will monitor how Goyal balances his strategic role at Eternal with his pursuit of independent ventures. The official results and scrutinizer's report are available on the company's website and stock exchanges.