Clarification in response to Media Report: ''UGRO Promoter Pay Raises Governance Concerns''- Economic Times, 28 May 2026
UGROCAP · price
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UGRO Capital has responded to an Economic Times article questioning promoter compensation for Managing Director Mr. Shachindra Nath. The company states the proposed Rs. 10 Crores compensation is independently verified by Aon as at or below market median across three peer groups. The key governance argument is that as a promoter-classified founder, Mr. Nath is permanently excluded from equity-linked compensation (ESOPs, SARs) that all comparable MDs receive, making cash-only comparisons structurally misleading. The company cites precedent where proxy advisors recommended AGAINST similar compensation at Five-Star Business Finance, SBFC Finance, and MAS Financial, yet shareholders approved in each case. Mr. Nath has provided personal guarantees of Rs. 1,830 Crores to institutional lenders without fee. The Board, with representation from shareholders holding ~25% equity, and a fully independent Nomination and Remuneration Committee, oversee compensation decisions.
No regulatory enforcement is indicated. The clarification addresses governance concerns rather than admitting violations. Historical precedent shows shareholder approval despite proxy advisor opposition at comparable NBFCs.