Meeting Details

The 15th Annual General Meeting was held on Wednesday, September 30, 2026, at 10:30 A.M. IST through Video Conference/Other Audio-Visual Means. The meeting concluded at 11:35 A.M. IST.

Attendance

A total of 42 members representing 4,11,56,842 shares attended the meeting. The meeting was chaired by Mr. Kasaragod Ullas Kamath, Chairman and Non-Executive Independent Director.

Directors and Key Managerial Personnel in Attendance:

  • Mr. Kasaragod Ullas Kamath (Chairman and Non-Executive Independent Director)
  • Mr. Kunal Bahl (Nominee Director, Non-Independent and Non-Executive)
  • Mr. Rohit Kumar Bansal (Nominee Director, Non-Independent and Non-Executive)
  • Mr. Kapil Makhija (Managing Director and Chief Executive Officer)
  • Ms. Sairee Chahal (Non-Independent and Non-Executive Director)
  • Mr. Bharat Venishetti (Nominee Director, Non-Independent and Non-Executive)
  • Mr. Anurag Mittal (Chief Financial Officer)
  • Mr. Prankur Chaturvedi (General Counsel)

Other Representatives:

  • M/s Price Waterhouse Chartered Accountants LLP (Incoming Secretarial Auditors)
  • CS Naresh Verma of M/s Naresh Verma & Associates, Company Secretaries
  • CS Vaibhav Dandawate, Representatives of M/s Makarand M. Joshi & Co., Practicing Company Secretaries (Scrutinizers)

Proceedings Summary

The meeting commenced with an opening script by Mr. Prankur Chaturvedi, General Counsel. Mr. Kasaragod Ullas Kamath chaired the meeting and delivered his speech. Mr. Kunal Bahl provided insights on the company's growth and artificial intelligence's impact on commerce. Mr. Rohit Bansal expressed gratitude and noted Unicommerce serves over 8,000 businesses across marketing, operations and logistics automation. Mr. Kapil Makhija provided an overview of the company's operational and financial performance for 2025-26.

Voting Process

The company provided members with e-voting facilities for all resolutions. There was no voting by show of hands. A Q&A session was conducted for registered shareholders, with questions answered by Mr. Kapil Makhija and Mr. Anurag Mittal. E-voting remained open for 30 minutes after the meeting conclusion for members who hadn't voted previously.

Resolutions Considered

Seven resolutions were placed at the meeting:

Ordinary Business:

1. To consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 with Reports of Board of Directors and Statutory Auditors

2. To re-appoint Mr. Kunal Bahl (DIN: 01761033) as a Director who retires by rotation

Special Business:

3. To approve payment of managerial remuneration to Mr. Kapil Makhija for FY 2026-27 and thereafter

4. To ratify and waive recovery of additional benefit/perquisite payable/paid to Mr. Kapil Makhija for FY 2026-27

5. To approve payment of up to 1% profit sharing commission to Non-Executive Directors effective April 1, 2026

6. To approve amendments in Memorandum of Association for incorporating Artificial Intelligence objects

7. To consider and approve changes/revisions in the "Unicommerce eSolutions Limited - Employee Stock Option Scheme 2019"

Voting Results and Scrutinizer

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries was appointed as Scrutinizer to scrutinize the voting process. All resolutions were passed on September 30, 2026, subject to receipt of requisite majority. The Chairman authorized the Managing Director to declare voting results, intimate stock exchanges, and place results on the company website.

Compliance Statement

The meeting was held in compliance with General Circulars issued by the Ministry of Corporate Affairs and SEBI, and applicable provisions of the Companies Act, 2013 and Rules made thereunder.