UGRO Capital AGM passes six resolutions, rejects compensation plan
UGRO Capital held its 33rd AGM on May 29, 2026, approving six resolutions such as the adoption of financial statements and the re-appointment of key directors and auditors. While the re-appointment of Vice Chairman & MD Mr. Shachindra Nath passed, a special resolution regarding his compensation failed to secure the required three-fourths majority. Additionally, shareholders approved the grant of employee stock options under the 2022 scheme.
*this image is generated using AI for illustrative purposes only.
UGRO Capital Limited conducted its 33rd Annual General Meeting (AGM) on May 29, 2026, through video conferencing, resulting in the approval of six resolutions and the rejection of one special resolution concerning executive compensation. The meeting, scrutinized by M/s Pankaj Nigam and Associates, Company Secretaries, saw significant participation from public institutions and non-institutions, with the total votes polled reaching 90,930,788 shares.
Voting Overview
The remote e-voting process was open from May 26, 2026, to May 28, 2026, followed by e-voting during the AGM. The total number of shareholders on the cut-off date of May 22, 2026, was 40,041. The voting rights were determined based on shareholding as of the cut-off date. The table below summarizes the voting results for the key resolutions passed during the meeting.
| Resolution | Votes In Favour | Votes Against | % of Votes In Favour | Result |
|---|---|---|---|---|
| Adoption of Standalone Financial Statements | 90,895,220 | 755 | 99.9992 | Passed |
| Adoption of Consolidated Financial Statements | 90,895,220 | 730 | 99.9992 | Passed |
| Re-appointment of Director (Mr. Rohit Goyal) | 90,533,694 | 397,094 | 99.5633 | Passed |
| Appointment of Statutory Auditors | 90,929,968 | 820 | 99.9991 | Passed |
| Re-appointment of Vice Chairman & MD | 50,918,901 | 40,011,887 | 55.9974 | Passed |
| Grant of Employee Stock Options | 90,533,759 | 397,029 | 99.5634 | Passed |
Ordinary Business Outcomes
Shareholders approved the adoption of the audited standalone and consolidated financial statements for the year ended March 31, 2026. The resolutions received overwhelming support, with over 99.99% of votes polled in favour. Mr. Rohit Goyal was re-appointed as a director, retiring by rotation, with 99.56% of votes in favour. Additionally, G.P. Kapadia and Co., Chartered Accountants, were appointed as statutory auditors.
Special Business and Executive Compensation
The re-appointment of Mr. Shachindra Nath as Vice Chairman and Managing Director was approved, receiving 55.99% of votes in favour. However, the special resolution to approve the payment of variable compensation components and the unpaid portion of fixed compensation for Mr. Shachindra Nath did not pass. The resolution received 55.99% votes in favour, falling short of the required three-fourths majority of the total valid votes cast needed for a special resolution.
Employee Stock Options
A special resolution to approve the grant of employee stock options to employees of the subsidiary under the UGRO Capital Employee Stock Option Scheme – 2022 was passed with 99.56% of votes in favour. This approval allows the company to issue stock options to eligible employees of its subsidiary.
Historical Stock Returns for UGRO Capital
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.06% | -0.45% | -9.11% | -44.06% | -44.13% | -12.97% |
How will the rejection of the special resolution regarding executive compensation impact the retention strategy for Mr. Shachindra Nath and other top management?
What specific steps will the management take to address shareholder concerns that led to the significant opposition against the Vice Chairman & MD's re-appointment?
Will the company propose a revised compensation package for the executive leadership in the upcoming board meeting to resolve the current impasse?
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