“Mr Goyal’s decision to return unvested ESOPs (> INR 10 billion) sets a very high bar for corporate governance,” said Abhisek Banerjee of ICICI Securities.At the end of the December quarter, Goyal owned 3.83% stake in the company. According to Forbes, his net worth was estimated at around $1.6 billion.
The returned shares expand Eternal’s ESOP pool by approximately 16%, providing new ammunition to retain and reward talent without diluting existing shareholders, a crucial advantage as the company competes for market share in India’s hyper-competitive fast-trading space.
Perennial CFO Akshant Goyal revealed during a conference call that the company’s ESOP pool already holds over 20 crore shares. “Its (Deepinder’s) ESOPs may expand that pool by another 3.3 crore shares,” he said, adding that grants are allocated based on employee performance rather than the size of the pool.
The CFO also indicated that the windfall could delay future equity dilution: “Just because the size of the pool has increased, we may not need to dilute for ESOPs a little longer than what we otherwise would have done. We don’t think we need any dilution at this point in the near future.”Also read | Change but no change? What Deepinder Goyal’s resignation means for the eternal shareholders
The move comes as Goyal is engaged in what he described as “significantly higher risk exploration and experimentation” outside Eternal’s strategic scope – ventures that he believes are unsuitable for a publicly traded company constrained by regulatory expectations and shareholder scrutiny.
“Lately, I have been attracted to a range of new ideas that involve research and experimentation with significantly higher risks,” Goyal wrote in his shareholder letter. “These types of ideas are better pursued outside a public company like Eternal. The expectations, legal and otherwise, of the CEO of a public company in India require a unique focus.”
Still, he emphasized that his financial fortunes remain tied to Eternal’s success: “My financial future remains meaningfully tied to Eternal, and my incentives remain aligned with the creation of long-term shareholder value. As part of this transition, all of my unvested ESOPs will return to the ESOP pool.”
Elara’s Karan Taurani praised the leadership transition, saying Goyal’s move to vice chairman “augurs well” as he “retains strategic oversight and execution is uninterrupted.” He called it a positive development that combines founder-led strategic oversight at board level with proven operator-led execution at Group CEO level.
JM Financial noted that the transition elevates a leader with a proven history of scaling a business that now represents the cornerstone of Eternal’s future growth, citing Dhindsa’s transformation of Blinkit from acquisition to breakeven.
But not all analysts are convinced the transfer will be seamless. Motilal Oswal warned that “the division of responsibilities between management and the board of directors remains unclear so far,” adding that “the change introduces some uncertainty into the company.” Nomura emphasized that “a smooth transition without any delays in implementation is critical.”
Vivek Maheshwari of Jefferies summed up the paradox: “Change but no change. Deepinder Goyal has announced that he will be stepping down from his role as CEO and taking on the position of vice chairman. However, management has made it clear that this will not bring any major change (at least in the short term).”
In fact, Goyal made it clear that while “the center of gravity for operational decisions shifts to Albi,” his own commitment to “long-term strategy, culture, leadership development and ethics and governance continues.”
Dhindsa will continue to focus on Blinkit, Eternal’s largest growth opportunity, while taking on broader Group CEO responsibilities. “Blinkit’s journey from acquisition to breakeven took place under his leadership,” Goyal wrote in a letter to shareholders on Wednesday. “He built the team, the culture, the supply chain and the business rhythm. He has the DNA of a battle-hardened founder and his ability to execute far exceeds mine.”
The founder’s ambitions for Eternal remain unchanged despite his reduced operational role: “I want Eternal to be 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 livelihood for millions of Indians.”
Eighteen years after starting what Goyal called ‘a menu scanning company’, Eternal now has a market capitalization of Rs 2.7 lakh crore, provides livelihood to hundreds of thousands and serves millions of families every day. Whether it can continue that trajectory under new leadership will be determined by its execution in the coming quarters.
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