Clarification in Response to Media Report: UGRO Promoter Pay Raises Governance Concerns - Economic Times, 28 May 2026
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UGRO Capital has issued a clarification responding to Economic Times coverage questioning promoter compensation for Managing Director Mr. Shachindra Nath. The company claims the proposed Rs. 10 Crores compensation (Rs. 7 Crores fixed + Rs. 3 Crores deferred) is at or below market median, as independently verified by Aon. The company argues Mr. Nath is a professional entrepreneur classified as promoter by law and is excluded from equity compensation (ESOPs, SARs) unlike peer MDs, making cash-only comparisons structurally flawed. UGRO cites precedents at Five-Star Business Finance, SBFC Finance, and MAS Financial where shareholders approved compensation despite AGAINST recommendations from proxy advisors. The company emphasizes variable pay is an enabling resolution only with multiple governance safeguards including independent NRC and board approval requiring 2/3rd majority.
This is a defensive clarification ahead of an AGM vote on executive compensation. While no regulatory action has been taken, governance concerns raised in media could influence shareholder voting. The stock may see near-term volatility depending on how institutional investors view the compensation package and the company's governance justifications.