Kunal Bahl and Rohit Kumar Bansal waive nearly all approved pay

Kunal Bahl and Rohit Kumar Bansal each retained Rs 2.5 lakh in Financial Year 2026 and Rs 2.7 lakh in Financial Year 2027 after voluntarily waiving remuneration, despite shareholder approvals allowing annual managerial remuneration of up to Rs 5 crore each through March 31, 2027. The Rs 5 crore figure is an approved ceiling, not an amount shown as payable or retained.

How much remuneration did Bahl and Bansal waive in FY26 and FY27?

Bahl and Bansal each waived remuneration other than Rs 2.5 lakh in FY26 and Rs 2.7 lakh in FY27. The board took note on November 26, 2025 of each executive's voluntary FY26 waiver, except for Rs 2.5 lakh received during that year. On September 9, 2026, the board took note of each executive's FY27 waiver, except for Rs 2.7 lakh received or to be received during FY27.

Measured against the Rs 5 crore annual ceiling for each Joint Managing Director, the Rs 2.5 lakh retained in FY26 was 0.5% of the approved maximum. The Rs 2.7 lakh FY27 amount was 0.54% of that maximum. These calculations compare the disclosed retained amount with the shareholder-approved limit; they do not establish that the full approved amount had accrued or would otherwise have been paid.

Together, Bahl and Bansal retained Rs 5 lakh in FY26 and Rs 5.4 lakh in FY27. The combined retained amount rose by Rs 0.4 lakh between the two years, or Rs 0.2 lakh per executive, while the combined annual maximum authorised for the two roles remained Rs 10 crore.

What remuneration did shareholders approve for Bahl and Bansal?

Shareholders approved annual managerial remuneration of up to Rs 5 crore for each of Bahl and Bansal for the three-year period from April 1, 2024 to March 31, 2027. The approvals followed a board recommendation dated June 11, 2025 and special resolutions dated July 3, 2025, in accordance with Schedule V of the Companies Act, 2013.

The special resolutions authorised the Nomination and Remuneration Committee to make periodic revisions to remuneration, including its structure, within the overall shareholder-approved limit and as permitted under the Companies Act. The committee authority means that Rs 5 crore was an outer annual cap rather than a fixed salary entitlement.

The FY26 disclosures identify salary of Rs 2.5 lakh for Bahl and Rs 2.5 lakh for Bansal. Each FY26 table excludes remuneration accrued for FY26 and payable in FY27, while the waiver disclosures state that each executive waived remuneration other than the stated amount. For FY27, the prospectus describes Rs 2.7 lakh for each executive as received or to be received, distinguishing that figure from an amount stated solely as paid.

Why are the approved limit and realised pay different?

The approved remuneration and the retained remuneration differ because the first is a shareholder-authorised maximum and the second reflects voluntary waiver notices taken on record by the board. Bahl and Bansal were re-appointed as Whole-time Directors for five years from November 5, 2024 under board resolutions dated September 5, 2024 and shareholder resolutions dated September 30, 2024.

Both executives were redesignated as Joint Managing Directors effective July 3, 2025, following a board resolution dated June 11, 2025 and shareholder approval dated July 3, 2025. The remuneration resolutions cover a separate, defined period ending March 31, 2027, while the board actions of November 2025 and September 2026 record the respective FY26 and FY27 waivers.

The waiver notices did not remove the disclosed Rs 5 crore ceiling for the April 2024 to March 2027 approval term. A similarly low retained amount after FY27 would require remuneration to be set below that maximum or further voluntary waivers by either executive, because the Nomination and Remuneration Committee may revise remuneration structure within the shareholder-approved limit.

How does their FY26 pay compare with other directors' remuneration?

Bahl and Bansal's Rs 2.5 lakh FY26 salary each was below the Rs 9 lakh sitting-fee amount reported for Chairperson Kasaragod Ullas Kamath, although the amounts arise under different remuneration arrangements. Kamath's Rs 9 lakh included an amount accrued in FY25 and paid in FY26, while excluding an amount accrued in FY26 and payable in FY27.

Independent Director Simran Khara received Rs 7 lakh in FY26 sitting fees, while Independent Director Sairee Chahal received Rs 3 lakh. Khara and Chahal were entitled to Rs 50,000 for each board or committee meeting under board resolutions dated April 26, 2023 and July 12, 2025, respectively, within Companies Act limits. The Non-Executive Nominee Director was not entitled to remuneration or sitting fees in FY26.

The company also disclosed FY26 remuneration from subsidiary Unicommerce eSolutions Limited of Rs 21.6 lakh for Kamath and Rs 20.6 lakh for Chahal. Apart from the chairperson item disclosed separately, no director was entitled to deferred compensation accrued in FY26 and payable in FY27. The company also said that directors had no bonus or profit-sharing plan, excluding performance-linked incentive that may form part of remuneration.

What ownership and governance context applies to the waivers?

Bahl and Bansal are promoters and Joint Managing Directors, with disclosed pre-offer holdings of 12.19% and 10.93%, respectively, on a fully diluted basis. Bahl held 56,967,520 equity shares and Bansal held 51,082,720 equity shares, giving them a combined disclosed holding of 23.12%.

As of the Red Herring Prospectus date, the six-member board comprised two Joint Managing Directors, three Independent Directors including two women directors, and one Non-Executive Nominee Director. The company stated that its board composition and committee structure complied with the Securities and Exchange Board of India Listing Regulations and the Companies Act, 2013.

The Nomination and Remuneration Committee comprised Khara as chairperson, with Kamath and Akhil Kumar Gupta as members after its reconstitution effective June 17, 2025. The committee's authority to revise remuneration structure remains subject to the Rs 5 crore annual limit approved for each of Bahl and Bansal through March 31, 2027.

Conclusion

The disclosures show that Bahl and Bansal retained Rs 2.5 lakh each in FY26 and Rs 2.7 lakh each in FY27 despite an annual approved maximum of Rs 5 crore each. The central distinction is between a shareholder-approved cap, which defines the permitted limit, and remuneration retained after voluntary waivers acknowledged by the board.

The next disclosed milestone is March 31, 2027, when the three-year remuneration approval term ends. Any replacement approval, new ceiling or revised remuneration structure would follow the company's board and shareholder governance process, while the FY27 amount remains described as received or to be received.