Unicommerce eSolutions passes 6 of 7 resolutions at 15th AGM
- Unicommerce eSolutions passed 6 of 7 resolutions at its 15th AGM held on September 30, 2026
- Resolution No. 5 on up to 1% profit sharing commission for Non-Executive Directors was not passed, with 1,74,82,565 votes (26.1268%) cast against
- Amendment to Memorandum of Association for AI objects approved with 99.9992% votes in favour
- Changes to Employee Stock Option Scheme 2019 passed with 96.9884% votes in favour
- Managerial remuneration for Kapil Makhija for FY27 onwards approved with 98.0480% votes in favour
*this image is generated using AI for illustrative purposes only.
Unicommerce eSolutions Limited shareholders passed six of seven resolutions at the 15th Annual General Meeting (AGM) held on September 30, 2026, with the proposal for a 1% profit sharing commission for Non-Executive Directors failing to secure the requisite majority.
The AGM was conducted through video conferencing in compliance with Ministry of Corporate Affairs and Securities and Exchange Board of India guidelines. The record date for the meeting was September 23, 2026, with a total of 97,124 shareholders on record. Of these, 5 promoter and promoter group members and 37 public shareholders attended via video conferencing. The session commenced at 10:30 am and concluded at 11:35 am. Remote e-voting ran from September 27, 2026 at 9:00 am to September 29, 2026 at 5:00 pm, with National Securities Depository Limited (NSDL) facilitating the e-voting platform.
Voting results by resolution
Shareholders voted on seven agenda items. The scrutinizer's consolidated report, issued by Vaibhav Dandawate, Partner at M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, confirmed the outcome of each resolution. The total shares outstanding stood at 11,23,79,173.
| Resolution | Description | Type | Votes polled | Votes in favour | Votes against | % in favour | Result |
|---|---|---|---|---|---|---|---|
| 1 | Adoption of audited financial statements for FY26 | Ordinary | 6,69,14,310 | 6,69,13,783 | 527 | 99.9992% | Passed |
| 2 | Re-appointment of Kunal Bahl as Director | Ordinary | 6,69,14,200 | 6,69,13,572 | 628 | 99.9991% | Passed |
| 3 | Managerial remuneration for Kapil Makhija for FY27 onwards | Special | 6,69,14,200 | 6,56,08,034 | 13,06,166 | 98.0480% | Passed |
| 4 | Ratification and waiver of additional benefits for Kapil Makhija for FY27 | Special | 6,69,14,200 | 6,69,04,405 | 9,795 | 99.9854% | Passed |
| 5 | Up to 1% profit sharing commission for Non-Executive Directors | Special | 6,69,14,200 | 4,94,31,635 | 1,74,82,565 | 73.8732% | Not passed |
| 6 | Amendment to Memorandum of Association for AI objects | Special | 6,69,14,310 | 6,69,13,782 | 528 | 99.9992% | Passed |
| 7 | Changes to Employee Stock Option Scheme 2019 | Special | 6,69,14,200 | 6,48,99,031 | 20,15,169 | 96.9884% | Passed |
Resolution on Non-Executive Director commission fails
Resolution No. 5, which sought approval for payment of up to 1% profit sharing commission to Non-Executive Directors effective April 1, 2026, did not pass. Public institutional shareholders voted 64.2838% against the proposal, while public non-institutional shareholders voted 66.2714% against. The promoter and promoter group voted entirely in favour. Overall, 1,74,82,565 votes were cast against the resolution, representing 26.1268% of votes polled, insufficient for the special resolution threshold.
ESOP and AI amendments approved
Shareholders approved changes to the Unicommerce eSolutions Limited Employee Stock Option Scheme 2019, with 96.9884% of votes polled in favour. Public institutional shareholders voted 99.6420% against this resolution, while the promoter group and public non-institutional shareholders voted overwhelmingly in favour. The amendment to the Memorandum of Association to incorporate Artificial Intelligence related objects passed with 99.9992% of votes in favour.
Strategic focus and governance
During the meeting, Kunal Bahl, Promoter and Nominee Director, highlighted how artificial intelligence is transforming commerce and enterprise software. Rohit Bansal, Co-promoter and Nominee Director, noted that the company is positioned at the core of commerce operations, serving over 8,000 businesses across marketing, operations, and logistics automation platforms. Kapil Makhija, Managing Director and CEO, provided an overview of the company's operational and financial performance for the fiscal year ended March 31, 2026.
The meeting was chaired by Kasaragod Ullas Kamath, Chairman and Non-Executive Independent Director. Key managerial personnel present included Kunal Bahl, Rohit Kumar Bansal, Kapil Makhija, Sairee Chahal, Bharat Venishetti, Anurag Mittal (CFO), and Prankur Chaturvedi (General Counsel). M/s Price Waterhouse Chartered Accountants LLP were present as incoming statutory auditors. The voting results were submitted to stock exchanges on October 1, 2026 in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Historical Stock Returns for Unicommerce eSolutions
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.76% | -2.80% | -3.76% | -0.29% | -40.71% | -60.06% |
How will the rejection of the 1% profit-sharing commission impact Unicommerce's ability to attract and retain independent board talent in future cycles?
What specific AI-driven product integrations or strategic partnerships is Unicommerce planning to announce following the approval of its Memorandum of Association amendment?
Will the significant opposition from public institutional shareholders regarding the ESOP changes lead to a revised compensation strategy for employees in FY27?
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