Eternal Limited has announced a comprehensive postal ballot seeking shareholder approval for key board appointments through remote e-voting. The voting period is scheduled from February 12, 2026, at 9:00 a.m. (IST) to March 13, 2026, at 5:00 p.m. (IST), with the cut-off date for eligible shareholders set as February 6, 2026.

Independent Directors Re-appointment

The company seeks approval for re-appointing four independent directors for their second consecutive five-year terms. Each director will receive identical remuneration packages during their tenure.

The remuneration structure excludes sitting fees of INR 1,00,000 per meeting for board, committee, and independent director meetings, along with reimbursement of expenses incurred for attending such meetings.

Leadership Transition and New Appointment

A significant proposal involves appointing Deepinder Goyal as Vice Chairman and Non-Executive Director. This follows his transition from the Group CEO role, with Albinder Dhindsa taking over as the new Group CEO. In his letter to shareholders dated January 21, 2026, Goyal explained his decision to step away from day-to-day operations to explore new ideas outside the company's current strategic scope while remaining committed to long-term value creation.

Key Aspects of Goyal's New Role

• Strategic Oversight: Providing guidance on long-term strategy, capital allocation, and sustainable growth
• Governance and Ethics: Supporting board strengthening of governance frameworks and ethical standards
• Leadership Development: Contributing to succession planning and mentorship for senior management
• Institutional Continuity: Acting as source of institutional memory and long-term perspective

Goyal will not draw any remuneration as Vice Chairman and Non-Executive Director. As part of the transition, all his unvested ESOPs will revert to the ESOP pool to strengthen retention opportunities for next-generation leaders.

Company Performance Context

The postal ballot comes amid strong financial performance. Under Goyal's leadership since the 2021 IPO, the company's topline (NOV) has grown over 10x with 60%+ CAGR to INR 86,519 crore in calendar year 2025. The company achieved INR 925 crore of consolidated Adjusted EBITDA profit in CY25, with market capitalization growing approximately 4x since IPO to over INR 2.5 lakh crore.

Voting Process and Timeline

The company has appointed MUFG Intime India Private Limited as the e-voting agency and registrar. Nitesh Latwal, Partner at PI & Associates, will serve as scrutinizer for the postal ballot process. The voting will be conducted entirely through remote e-voting, with no physical postal ballot forms being distributed.

Shareholders whose email addresses are registered with the company, registrar, or depositories as of the cut-off date will receive the notice electronically. The results and scrutinizer's report will be uploaded on the company's website and communicated to BSE and NSE.

Source: Eternal Limited Postal Ballot Notice

Eternal Limited has announced the resignation of Deepinder Goyal from his position as Managing Director and Chief Executive Officer, effective February 1, 2026. The company disclosed this major leadership transition through a regulatory filing dated February 6, 2026, submitted to both BSE and NSE pursuant to Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Leadership Transition Details

Goyal formally tendered his resignation on January 21, 2026, stepping down from his role as Director, MD & CEO along with his positions on various committees. The transition involves Albinder Dhindsa taking over as the new Group CEO, while Goyal will remain on the board as Vice Chairman, subject to shareholder approval.

Strategic Rationale Behind the Change

In his detailed letter to shareholders, Goyal explained his decision stems from a desire to pursue new ideas involving significantly higher-risk exploration and experimentation. He emphasized that these concepts are better suited for pursuit outside a public company framework and do not align with Eternal's current strategic scope.

Goyal stated that while he believes he has the bandwidth to continue his current responsibilities while exploring new ventures, the expectations and legal requirements of being a public company CEO in India demand singular focus. This transition allows Eternal to maintain sharp focus while providing him the flexibility to explore ideas that don't fit the company's risk profile.

Operational Structure and Continuity

The leadership change brings specific operational adjustments while maintaining core business structures:

What Remains Unchanged:

• Partnership between Goyal, Dhindsa, and Akshant continues
• Business CEOs maintain their existing autonomy
• Goyal's involvement in long-term strategy, culture, leadership development, and governance
• Decentralized structure with individual business CEOs

Key Changes:

• Day-to-day execution responsibility transfers to Dhindsa
• Operating priorities and business decisions now under Group CEO purview
• Blinkit remains top priority under Dhindsa's leadership

ESOP Restructuring and Alignment

As part of the transition, Goyal announced that all his unvested ESOPs will revert to the company's ESOP pool. This strategic move ensures Eternal continues offering meaningful wealth-creation opportunities for its next generation of leaders while strengthening long-term retention without additional shareholder dilution.

Goyal emphasized that his financial future remains significantly tied to Eternal, maintaining alignment with long-term shareholder value creation despite the role change.

Company Background and Future Vision

Eternal Limited, formerly known as Zomato Limited, operates under scrip code 543320 with ISIN INE758T01015. Goyal reflected on the company's eighteen-year journey, noting how the initial concept of a menu scanning company has evolved into a multi-billion dollar enterprise serving millions of families daily and providing livelihoods to hundreds of thousands of people.

Despite stepping down from the CEO role, Goyal reiterated his ambitious vision for Eternal, including goals to become India's most valuable company, serve a billion customers, create positive societal impact, and provide livelihoods for millions of Indians. He characterized this change as "a change in title, not in commitment towards outcomes," emphasizing that Eternal remains his life's work.