Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Unicommerce eSolutions Limited

Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 10:30 A.M. IST
  • Mode: Video Conference (VC)/Other Audio-Visual Means (OAVM)
  • Cut-off Date for Eligibility: September 23, 2026 (for voting)
  • Deemed Venue: Registered Office of the Company at Mezzanine Floor, A-83, Okhla Industrial Area, Okhla Phase-I, New Delhi 110020

The meeting is being conducted virtually pursuant to MCA Circulars No. 14/2020, 17/2020, 20/2020, 02/2021, 2/2022, 10/2022, 09/2023, 09/2024, and General Circular No. 3/2025, which permit virtual AGMs.

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: Ordinary resolution to consider and adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26 ending March 31, 2026, along with Reports of Board of Directors and Statutory Auditors.

2. Re-appointment of Director: Ordinary resolution to re-appoint Mr. Kunal Bahl (DIN: 01761033) as Director who retires by rotation under Section 152 of Companies Act, 2013.

Special Business

3. Managerial Remuneration Approval: Special resolution to approve payment of remuneration to Mr. Kapil Makhija, Managing Director and CEO, for FY 2026-27:

  • Fixed component: ₹3,00,00,000 (from July 1, 2026 to June 30, 2027)
  • Variable component: Up to ₹70,00,000 (payable in FY 2027-28)
  • Breakdown: ₹60,46,398 (Apr-Jun 2026), ₹2,25,00,000 (Jul 2026-Mar 2027), ₹75,00,000 (Apr-Jun 2027)
  • Additional benefits: Provident fund, gratuity, ESOPs, mediclaim, travel reimbursement, leave encashment

4. Remuneration Regularization: Special resolution to ratify and waive recovery of additional benefit/perquisite up to ₹35 crores payable to Mr. Kapil Makhija for FY 2026-27, representing fair market value of equity shares on exercise of vested options.

5. Non-Executive Director Commission: Special resolution to approve payment of up to 1% of net profits as commission to Non-Executive Directors effective April 1, 2026, in addition to existing fees of ₹5 lakh per year per Independent Director.

6. Memorandum Amendment: Special resolution to amend Memorandum of Association by incorporating Clause 40 for Artificial Intelligence (AI) related objects including AI product development, data commercialization, AI consulting services, and third-party AI licensing.

7. ESOP Scheme Revision: Special resolution to increase Employee Stock Option Scheme 2019 pool by 31,76,471 equity shares to accommodate future grants to eligible employees.

Voting Process and Methods

The Company has appointed National Depository Services (India) Limited (NSDL) as the e-voting agency.

Remote e-Voting Schedule:

  • Commences: Sunday, September 27, 2026 at 09:00 A.M. IST
  • Ends: Tuesday, September 29, 2026 at 05:00 P.M. IST

E-voting during AGM: Available for members who join virtually and haven't voted remotely

Eligibility: Members holding shares in dematerialized or physical form as of September 23, 2026 (Cut-off Date)

Key Voting Information

  • Voting Rights: Proportional to paid-up equity share capital as on September 25, 2026
  • Joint Holders: Only first-named holder can vote
  • Corporate Members: Can authorize representatives via board resolution
  • No Proxy Facility: Due to virtual meeting format
  • Results Declaration: To be announced to stock exchanges after AGM and published on company website

Scrutinizer Appointment

M/s. Makarand M. Joshi & Co. through Mr. Vaibhav Dandawate (COP No. 27947) or failing him Ms. Deepti Kulkarni (COP No. 22502) appointed as Scrutinizer to oversee the e-voting process.

Compliance Confirmation

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and rules thereunder
  • MCA circulars permitting virtual meetings
  • Secretarial Standard-2 on General Meetings

Additional Information

  • Annual Report Availability: On company website, stock exchange websites, and NSDL e-voting portal
  • Document Inspection: Register of Directors, Register of Contracts, and Secretarial Audit certificate available during AGM
  • Green Initiative: Members encouraged to register email for electronic communication
  • Shareholder Grievance: Directed to follow SEBI SCORES portal guidelines before ODR escalation
  • Virtual Meeting Capacity: Limited to 1,000 members on first-come-first-served basis (exceptions for large shareholders, promoters, institutions, directors, KMPs)
  • Question Submission: Members can pre-register as speakers by September 28, 2026, 5:00 P.M. IST