Meeting Details

  • Date of Meeting: September 30, 2026
  • Meeting Type: 15th Annual General Meeting (AGM)
  • Time: 10:30 A.M. to 11:35 A.M. (IST)
  • Mode: Video Conferencing/Other Audio Visual Means
  • Record Date: September 23, 2026

Proposed Resolutions and Implications

The meeting considered seven resolutions:

1. Ordinary Resolution: Adoption of Audited Standalone and Consolidated Financial Statements for FY 2025-26

2. Ordinary Resolution: Reappointment of Mr. Kunal Bahl (DIN: 01761033) who retires by rotation

3. Special Resolution: Approval of payment of managerial remuneration to Mr. Kapil Makhija, MD & CEO for FY 2026-27

4. Special Resolution: Ratification and waiver of recovery of additional benefit/perquisite payable to Mr. Kapil Makhija

5. Special Resolution: Approval of payment of up to 1% profit sharing commission to Non-Executive Directors

6. Special Resolution: Approval of amendments in Memorandum of Association for incorporating Artificial Intelligence objects

7. Special Resolution: Approval of changes/revisions in the Employee Stock Option Scheme 2019

Voting Process and Methods

The voting process utilized two methods:

  • Remote e-Voting: Conducted through NSDL from September 27, 2026 (9:00 AM IST) to September 29, 2026 (5:00 PM IST)
  • E-Voting during AGM: Conducted during the meeting on September 30, 2026

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 97,124
  • Total shares outstanding: 11,23,79,173
  • Total votes polled: 6,69,14,200 shares (59.5432% participation)
  • Shareholders attended via video conference: Promoters - 5, Public - 37

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes: 6,69,14,310 (59.5433%)
  • In favor: 6,69,13,783 (99.9992%)
  • Against: 527 (0.0008%)
  • Passed: Yes

Resolution 2 (Ordinary - Kunal Bahl Reappointment):

  • Total votes: 6,69,14,200 (59.5432%)
  • In favor: 6,69,13,572 (99.9991%)
  • Against: 628 (0.0009%)
  • Passed: Yes

Resolution 3 (Special - Kapil Makhija Remuneration):

  • Total votes: 6,69,14,200 (59.5432%)
  • In favor: 6,56,08,034 (98.0480%)
  • Against: 13,06,166 (1.9520%)
  • Passed: Yes (Special majority achieved)

Resolution 4 (Special - Waiver of Additional Benefits):

  • Total votes: 6,69,14,200 (59.5432%)
  • In favor: 6,69,04,405 (99.9854%)
  • Against: 9,795 (0.0146%)
  • Passed: Yes (Special majority achieved)

Resolution 5 (Special - 1% Commission to Non-Exec Directors):

  • Total votes: 6,69,14,200 (59.5432%)
  • In favor: 4,94,31,635 (73.8732%)
  • Against: 1,74,82,565 (26.1268%)
  • Passed: No (Failed to achieve special majority requirement)

Resolution 6 (Special - MOA Amendment for AI):

  • Total votes: 6,69,14,310 (59.5433%)
  • In favor: 6,69,13,782 (99.9992%)
  • Against: 528 (0.0008%)
  • Passed: Yes (Special majority achieved)

Resolution 7 (Special - ESOP Scheme 2019 Changes):

  • Total votes: 6,69,14,200 (59.5432%)
  • In favor: 6,48,99,031 (96.9884%)
  • Against: 20,15,169 (3.0116%)
  • Passed: Yes (Special majority achieved)

Category-wise Voting Breakdown

Promoter & Promoter Group (4,04,73,491 shares):

  • Voted 100% in favor on all resolutions
  • Participation: 100% across all resolutions

Public Institutions (36,24,286 shares):

  • Resolution 3: 35.7162% in favor, 64.2838% against
  • Resolution 5: 35.7162% in favor, 64.2838% against
  • Resolution 7: 0.3580% in favor, 99.6420% against
  • Voted 100% in favor on all other resolutions

Public Non-Institutions (6,82,81,396 shares):

  • Showed varying approval rates across different resolutions
  • Highest opposition on Resolution 5 (66.2714% against)
  • Generally high approval rates on other resolutions (99.97%+)

Scrutinizer's Role and Findings

  • Scrutinizer: Mr. Vaibhav Dandawate of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries
  • Appointment Date: August 13, 2026 (Board Meeting)
  • Report Date: September 30, 2026
  • Confirmed no abstained or invalid votes
  • Verified all procedures complied with Companies Act, 2013 and SEBI Regulations
  • Witnesses present during vote unblocking: Ms. Shrena Suhane and Ms. Krati Pandya

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI Master Circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • Secretarial Standard on General Meetings

Additional Information

  • The voting results are available on the company's website: https://unicommerce.com/investor-relations/
  • The company has no shares with differential voting rights
  • Foreign Portfolio Investor voting restrictions under SEBI Master Circular dated May 30, 2024 were not applicable