Meeting Details

The 41st Annual General Meeting of Morepen Laboratories Limited was held on Saturday, 26th September 2026, at 1:00 PM. The meeting concluded at 2:15 PM. It was conducted entirely through Video Conferencing/ Other Audio-Visual Means (VC/OAVM) in compliance with MCA circulars and SEBI regulations.

Summary of Proposed Resolutions and Implications

Seven resolutions were proposed for shareholder approval:

Item No. 1: Ordinary Resolution

Adoption of the audited financial statements, including consolidated financial statements, for the financial year ended 31st March 2026, together with the reports of the Directors and Auditors.

Item No. 2: Ordinary Resolution

Declaration of a final dividend of ₹0.20 per equity share (face value ₹2 each) for the financial year ended 31st March 2026.

Item No. 3: Ordinary Resolution

Appointment of Mr. Sanjay Suri (DIN: 00041590), who retired by rotation, as a Director.

Item No. 4: Ordinary Resolution

Ratification of remuneration of M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors for the financial year 2026-27.

Item No. 5: Special Resolution

Elevation and change in designation of Mr. Sanjay Suri (DIN: 00041590) from Whole-Time Director to Managing Director.

Item No. 6: Special Resolution

Re-appointment of Mr. Sushil Suri (DIN: 00012028) as the Chairman & Managing Director.

Item No. 7: Special Resolution

Extension of the approved timeline for hiving off the Medical Devices Business of the Company into its subsidiary, Morepen Medipath Limited (formerly Morepen Medtech Limited), as a going concern on a slump sale basis. This was noted as a material related party transaction.

Voting Process and Methods

The company provided a remote e-voting facility through National Securities Depository Limited (NSDL) to all members holding shares as of the cut-off date, Saturday, 19th September 2026.

  • Remote e-voting period: Commenced on Wednesday, 23rd September 2026 at 9:00 a.m. and ended on Friday, 25th September 2026 at 5:00 p.m.
  • E-voting during AGM: An additional opportunity was provided during the AGM itself, with an extra 15 minutes allotted after the meeting's conclusion, for members who had not voted via remote e-voting.

Key Voting Outcomes

All seven resolutions were passed. The detailed results, including a category-wise breakdown from the NSDL report, are as follows:

Overall Participation

  • Total Shareholders on Record Date: 402,591
  • Shareholders Attending via VC: 92 (32 Promoters, 60 Public)
  • Total Valid Votes Cast (Across all resolutions): Ranged from ~45.24 million to ~240.21 million votes, representing between 8.26% and 43.84% of the total outstanding shares (547,953,699).

Resolution-wise Results

1. Adoption of Annual Accounts (Ordinary)

  • Total Valid Votes: 240,059,508
  • In Favour: 240,055,499 (99.9983%)
  • Against: 4,009 (0.0017%)
  • Promoter & Promoter Group: 100% in favour (194,967,088 votes)
  • Public Institutions: 100% in favour (5,526,026 votes)
  • Public Non-Institutions: 99.9899% in favour (39,562,385 votes; 4,009 against)

2. Declaration of Final Dividend (Ordinary)

  • Total Valid Votes: 240,210,898
  • In Favour: 240,207,057 (99.9984%)
  • Against: 3,841 (0.0016%)
  • Promoter & Promoter Group: 100% in favour (194,967,088 votes)
  • Public Institutions: 100% in favour (5,677,432 votes)
  • Public Non-Institutions: 99.9903% in favour (39,562,537 votes; 3,841 against)

3. Appointment of Mr. Sanjay Suri (Ordinary)

  • Total Valid Votes: 240,210,948
  • In Favour: 240,205,596 (99.9978%)
  • Against: 5,352 (0.0022%)
  • Promoter & Promoter Group: 100% in favour (194,967,088 votes)
  • Public Institutions: 100% in favour (5,677,432 votes)
  • Public Non-Institutions: 99.9865% in favour (39,561,076 votes; 5,352 against)

4. Ratification of Cost Auditors (Ordinary)

  • Total Valid Votes: 240,210,948
  • In Favour: 240,206,450 (99.9981%)
  • Against: 4,498 (0.0019%)
  • Promoter & Promoter Group: 100% in favour (194,967,088 votes)
  • Public Institutions: 100% in favour (5,677,432 votes)
  • Public Non-Institutions: 99.9886% in favour (39,561,930 votes; 4,498 against)

5. Mr. Sanjay Suri as Managing Director (Special)

  • Total Valid Votes: 234,693,207
  • In Favour: 234,669,774 (99.9900%)
  • Against: 23,433 (0.0100%)
  • Promoter & Promoter Group: 100% in favour (189,449,848 votes)
  • Public Institutions: 99.7362% in favour (5,662,455 votes; 14,977 against)
  • Public Non-Institutions: 99.9786% in favour (39,557,471 votes; 8,456 against)

6. Re-appointment of Mr. Sushil Suri (Special)

  • Total Valid Votes: 233,507,878
  • In Favour: 233,408,394 (99.9574%)
  • Against: 99,484 (0.0426%)
  • Promoter & Promoter Group: 100% in favour (188,264,018 votes)
  • Public Institutions: 98.3423% in favour (5,583,320 votes; 94,112 against)
  • Public Non-Institutions: 99.9864% in favour (39,561,056 votes; 5,372 against)

7. Extension for Medical Devices Hive-off (Special)

  • Total Valid Votes: 45,243,860
  • In Favour: 39,584,424 (87.4913%)
  • Against: 5,659,436 (12.5087%)
  • Promoter & Promoter Group: Did not cast votes (0 votes)
  • Public Institutions: 0.6273% in favour (35,612 votes; 5,641,820 against)
  • Public Non-Institutions: 99.9555% in favour (39,548,812 votes; 17,616 against)

Note: The Scrutinizer's report noted that 5,062,872 cancelled equity shares pursuant to an NCLT order were not considered in the vote calculations.

Scrutinizer's Role and Findings

Mr. Praveen Dua, Proprietor of M/s. PD & Associates, Practising Company Secretary (Membership No. FCS 3573), was appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner. His responsibilities included overseeing the remote e-voting and e-voting during the AGM. He submitted a Consolidated Scrutinizer's Report dated 26th September 2026 (Annexure-I), which confirmed the voting process was conducted properly and provided the detailed results. The relevant records were handed over to the Company Secretary for safekeeping.

Compliance Confirmation

The disclosure confirms compliance with:

  • Section 108 of the Companies Act, 2013 and the accompanying rules.
  • Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
  • MCA circulars regarding holding AGMs through VC/OAVM.

The results were published on the company's website (www.morepen.com) and NSDL's e-voting portal (www.evoting.nsdl.com).

Other Relevant Information

The disclosure notes that information relating to resolutions 5 and 6 (management appointments) had already been submitted to the exchanges separately in accordance with Regulation 30 of the SEBI LODR Regulations and a SEBI master circular, and was thus excluded from this filing for brevity.