Unicommerce Esolutions CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 30 Sep 2025, 5 fund houses

• To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Report of the Board of Directors and the Statutory Auditors thereon.MoreLess

  5 for0 against
• To appoint a Director in place of Mr. Bharat Venishetti (DIN 08317416), who retires by rotation in terms of provisions of section 152 of the Companies Act, 2013 or other applicable provisions, if any, and being eligible, offers himself for re appointment."MoreLess

  5 for0 against
• To appoint Ms. Price Waterhouse Chartered Accountants, Chartered Accountants as Independent Statutory Auditors of the Company in place of Ms S.R. Batliboi and Associates LLP, Chartered Accountants.

  5 for0 against
• To appoint CS Naresh Verma (FCS 5403 and CP No. 4424), sole proprietor of Ms Naresh Verma and Associates as Secretarial Auditors of the Company.

  5 for0 against
• To approve payment of managerial remuneration to Mr. Kapil Makhija, Managing Director and Chief Executive Officer (Key Managerial Personnel) of the Company for the financial year 2025-26.

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundKapil Makhija, 44, was appointed as Whole-time Director designated as CEO from 12 September 2017 and subsequently appointed as Managing Director and CEO from 19 December 2023. He is responsible for driving the company’s growth strategy and business execution and oversees its technology and corporate functions. He attended all six (100%) board meetings held in FY25. There is discrepancy in his past pay disclosures: The annual report states that he was paid Rs. 32.3 mn in FY24 and Rs. 26.0 mn in FY25, whereas the notice records his pay as Rs. 28.2 mn in FY24 and Rs. 32.3 mn in FY25. The company must clarify the reason for this discrepancy. His pay is not in line with industry peers and is not commensurate with size and scale of business operations. The company now seeks shareholder approval to pay him Rs. 32.3 mn for FY26, excluding perquisites and ESOP benefits as minimum remuneration. He received Rs. 10.1 mn for the term – 1 April 2025 to 31 August 2025. He was last granted 3,700 options (947,200 options post-bonus issue) in FY23 (pre-listing), with fair value aggregating Rs. 29.3 mn. The company has not provided guidance regarding his future grants nor is there an absolute cap in place. Therefore, we are unable to ascertain his aggregate pay for FY26. The company must quantify the stock options that he is eligible to receive, including the performance metrics which determine the variable pay. In the absence of disclosures, we do not support the resolution.

  4 for1 against
• To approve the Ratification or waiver of the recovery of additional perquisite given to Mr. Kapil Makhija, Managing Director and chief executive officer (key managerial personnel) of the company for the financial year 2025-26.MoreLess

  5 for0 against
• To offer, Issue and allot Equity Shares on Preferential Basis.

  5 for0 against

Mutual fund votes, meeting of 19 Apr 2025, 6 fund houses

• To offer, issue and allot Equity Shares on Preferential Basis.

  ›Against Bank of India Mutual Fund, Nippon India Mutual Fund

  • Bank of India Mutual FundAs per the company’s filing dated 11 November 2024 and the postal ballot notice dated 20 March 2025, Unicommerce eSsolutions Limited (Unicommerce) had acquired a 42.76% equity stake (on a fully diluted basis) in Shipway for a cash consideration of Rs. 684.0 million. However, a corrigendum, issued by the company on 7 April 2025 states that it had acquired a 47.51% stake for the same consideration. The company is now seeking shareholders’ approval to acquire the remaining equity through a stock swap arrangement. We expect the company to disclose the financials of Shipway. The share exchange ratio will be 79,279.8 equity shares of face value Re. 1 each in Unicommerce for every 100 equity shares of Rs. 10 each in Shipway. The residual shareholders of Shipway will be issued ~6.0 mn shares of Unicommerce as consideration. We raise the following concerns regarding the proposed transaction: (i) It is unclear if Unicommerce acquired 42.76% equity stake or 47.51% equity stake in Shipway in November 2024 for a consideration of Rs 684.0 mn. (ii) As per the current valuation report, Shipway is valued at Rs. 1,790.68 mn. This represents a 24% increase compared to Shipway’s valuation when Unicommerce acquired 47.51% equity stake in November 2024. The company has not disclosed a rationale for the increase in Shipway’s valuation within four months. Given the lack of clarity regarding Unicommerce’s shareholding in Shipway and the increase in Shipway’s valuation, we are unable to support the resolution.
  • Nippon India Mutual FundLack of Clarity

  4 for2 against
• Alteration of Article of Association of the company.

  ›Against HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • HDFC Mutual FundSoftbank and B2 capital can appoint a nominee director on the board as long as they hold 8% of the equity share capital: which is low. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for the alteration of the Articles of Association ( AoA ). Clauses 23.1.2.2 and 23.1.2.3 provide a special right to the promoter group to nominate Non-Executive, Non-Independent directors to the Board. The primary role of NRC is to identify and recommend appropriate personnel to the Board, on the basis of criteria formulated by them. Once the proposed Articles are approved, NRC s role will be restricted towards showing an approval sign to the nominations proposed by the promoter group. The proposed clause appears to undermine the spirit of the law laid regarding the role of NRC. Hence, we are voting against.
  • Motilal Oswal Mutual FundCompliant with law; Governance concern: Provisions which might undermine the role of NRC Committee; Disproportionate rights to nominate 1 director with 8% equity.

  3 for3 against

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

No

The chair is related to the managing director

No

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.