Kunal Bahl and Rohit Kumar Bansal waive most approved remuneration

Kunal Bahl and Rohit Kumar Bansal each retained Rs 2.5 lakh in Financial Year 2026 (FY26) against an approved annual managerial-remuneration ceiling of Rs 5 crore. Bahl and Bansal voluntarily waived remuneration other than that amount in FY26 and disclosed a similar waiver for Financial Year 2027 (FY27), retaining Rs 2.7 lakh each received or to be received.

How much approved remuneration did Bahl and Bansal waive?

Bahl and Bansal each waived remuneration equal to Rs 4.97 crore relative to their respective Rs 5 crore annual ceilings in FY26. The company reported salary of Rs 2.5 lakh for each Joint Managing Director in FY26, and its board took note on November 26, 2025 of their individual intimations waiving remuneration except the amount received during that year.

The Rs 2.5 lakh retained by each executive was 5% of the annual ceiling, leaving 95% not retained relative to that limit. Together, the two executives had a maximum approved annual remuneration of Rs 10 crore, while their disclosed FY26 salaries totalled Rs 5 lakh. The difference measures the gap between a shareholder-approved maximum and remuneration retained, rather than an amount that the company necessarily incurred or paid.

Bahl and Bansal each disclosed that they would waive FY27 remuneration except Rs 2.7 lakh received or to be received. Measured against the same Rs 5 crore annual ceiling, the amount not retained is Rs 4.97 crore for each executive, or 94.6% of the limit. The board took note of both FY27 waiver intimations on September 9, 2026.

What did the shareholder approval permit Bahl and Bansal to receive?

Bahl and Bansal were each approved to receive annual managerial remuneration not exceeding Rs 5 crore for the three-year period from April 1, 2024 to March 31, 2027. Shareholders approved the limits by special resolutions dated July 3, 2025, following the board's recommendation on June 11, 2025, in accordance with Schedule V of the Companies Act, 2013.

The Rs 5 crore amount was a ceiling, not a stated entitlement to receive that amount in every year. The shareholder resolutions authorised the Nomination and Remuneration Committee to revise remuneration periodically, including its structure, within the overall approved limit and as permitted by the Companies Act. The waivers reduced the remuneration retained without changing the disclosed three-year approval period.

Bahl and Bansal were reappointed as whole-time directors for five years from November 5, 2024 under board and shareholder resolutions dated September 5 and September 30, 2024. They were redesignated as Joint Managing Directors effective July 3, 2025 through a board resolution dated June 11, 2025 and a shareholder resolution dated July 3, 2025. The remuneration approvals therefore apply to two continuing promoter-directors whose designations changed during the term.

Why is the FY26 salary figure not a measure of total compensation cost?

The Rs 2.5 lakh FY26 amount reported for each of Bahl and Bansal is labelled salary and excludes remuneration accrued for FY26 that was payable in FY27. This accounting presentation means the reported salary cannot by itself establish all remuneration accrued for FY26, even though the waiver disclosures specify that each executive waived remuneration except the amount received in that year.

The filing does not provide a line-by-line reconciliation between the waiver notices, salary paid and any remuneration accrued in FY26 for payment in FY27. It states that Bahl and Bansal voluntarily waived remuneration except Rs 2.5 lakh each received in FY26, while the table excludes FY26 accruals payable in FY27. The disclosed result is materially below the approved ceiling, but the filing does not state a complete executive-compensation expense for FY26.

The company also said no director was entitled to a bonus, excluding a performance-linked incentive that forms part of remuneration, or to a profit-sharing plan. It further disclosed that none of its directors had a service contract providing benefits on termination of employment. Those statements identify limits on the disclosed director-compensation arrangements, but do not convert an approved remuneration ceiling into an amount paid.

How does Bahl and Bansal's pay compare with other board 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 payments arose under different arrangements. Kamath was entitled to Rs 50,000 for each board or committee meeting, and the reported Rs 9 lakh included an amount accrued in Financial Year 2025 and paid in FY26 while excluding FY26 accruals payable in FY27.

Independent director Simran Khara received Rs 7 lakh in FY26 sitting fees, while Sairee Chahal received Rs 3 lakh. The Rs 3 lakh reported for Chahal included an amount accrued in Financial Year 2025 and paid in FY26, and both independent-director disclosures excluded FY26 accruals payable in FY27. These timing differences mean the reported payments are not directly comparable measures of annual remuneration earned.

The non-executive nominee director was not entitled to remuneration or sitting fees in FY26. Separately, Kamath received Rs 21.6 lakh and Chahal received Rs 20.6 lakh from subsidiary Unicommerce eSolutions Limited in their capacities as directors there. Apart from those disclosed subsidiary payments, the company said directors received no remuneration, commission or sitting fee from subsidiaries in FY26 in that capacity.

What ownership do Bahl and Bansal have alongside their management roles?

Bahl and Bansal together held 23.12% of the company's pre-offer equity share capital on a fully diluted basis as of the red herring prospectus date. Bahl held 56,967,520 equity shares, or 12.19%, and Bansal held 51,082,720 shares, or 10.93%; both were identified as promoters and Joint Managing Directors.

The fully diluted calculation used the equity shares then outstanding plus 12,682,560 equity shares resulting from exercise of vested options under the employee stock option plan. The filing also states that Bahl and Bansal hold equity shares in subsidiary Unicommerce eSolutions Limited, while the other directors do not hold equity shares in the company's subsidiaries. Their disclosed ownership makes the waiver decision relevant both to management remuneration and to promoter interests.

Conclusion

Bahl and Bansal retained Rs 2.5 lakh each in FY26 and disclosed Rs 2.7 lakh each for FY27, against annual remuneration ceilings of Rs 5 crore per executive. The filing distinguishes an approved maximum from remuneration retained, and it also qualifies the FY26 salary table by excluding FY26 amounts accrued for payment in FY27.

The disclosed remuneration approval runs until March 31, 2027. Any later action by the Nomination and Remuneration Committee, fresh shareholder approval, or disclosure of FY26 remuneration accrued and payable in FY27 will clarify whether the low retained amounts continue beyond the two years covered by the waiver intimations.