Meeting Details

  • Date of Meeting: Tuesday, 29th September, 2026
  • Time: 10:30 a.m. (IST)
  • Location: Conducted through two-way Video Conference (VC)/Other Audio Visual Means (OAVM)
  • Meeting Type: 38th Annual General Meeting
  • Cut-off date for shareholder eligibility: 22nd September, 2026
  • Total shareholders on cut-off date: 36,232

Proposed Resolutions and Implications

Seven resolutions were proposed and approved at the meeting:

1. Ordinary Resolution: Adoption of Financial Statements for the Financial Year 2025-26

2. Ordinary Resolution: Declaration of Dividend on Equity Shares for Financial Year 2025-26

3. Ordinary Resolution: Re-appointment of Dr. Sunkara Venkata Satya Shiva Prasad (DIN: 10404277) as Director

4. Ordinary Resolution: Approval of Material Related Party Transactions with M/s. VKT Pharma Private Limited (Promoters interested in this resolution)

5. Ordinary Resolution: Approval for Remuneration Payable to the Cost Auditors for Financial Year 2026-27

6. Special Resolution: Re-appointment of Mr. Ramesh Babu Potluri (DIN: 00166381) as Chairman and Managing Director and fixation of remuneration (Promoters interested in this resolution)

7. Special Resolution: Approval to provide loan to SMS Peptides Private Limited, Subsidiary Company (Promoters interested in this resolution)

Voting Process and Methods

  • Remote e-voting period: Opened at 9:00 a.m. on 25th September, 2026 and closed at 5:00 p.m. on 28th September, 2026
  • Voting at AGM: Electronic voting facility provided during the meeting for shareholders who had not voted remotely
  • No physical meeting or proxy arrangement was made as the meeting was conducted entirely through VC/OAVM
  • Scrutinizer: C. Sudhir Babu, Practicing Company Secretary at CSB Associates, Hyderabad
  • Voting system provider: Central Depository Services Limited (CDSL)

Key Voting Outcomes

Overall Participation

  • Total outstanding shares: 93,652,030
  • Total votes polled: 76,001,089 (81.1526% participation)
  • Number of shareholders who voted: 297 members

Resolution-wise Results

Resolution 1: Adoption of Financial Statements
  • Total votes in favour: 75,916,024 (99.8881%)
  • Total votes against: 85,065 (0.1119%)
  • Result: Passed
Resolution 2: Declaration of Dividend
  • Total votes in favour: 75,916,023 (99.8881%)
  • Total votes against: 85,066 (0.1119%)
  • Result: Passed
Resolution 3: Re-appointment of Director
  • Total votes in favour: 75,899,029 (99.8858%)
  • Total votes against: 86,805 (0.1142%)
  • Result: Passed
Resolution 4: Related Party Transactions with VKT Pharma
  • Total votes in favour: 12,155,741 (99.3049%)
  • Total votes against: 85,083 (0.6951%)
  • Promoter votes: Abstained (63,745,010 shares)
  • Result: Passed
Resolution 5: Cost Auditor Remuneration
  • Total votes in favour: 75,916,006 (99.8881%)
  • Total votes against: 85,083 (0.1119%)
  • Result: Passed
Resolution 6: Re-appointment of Chairman & MD
  • Total votes in favour: 12,171,057 (99.4300%)
  • Total votes against: 69,767 (0.5700%)
  • Promoter votes: Abstained (63,745,010 shares)
  • Result: Passed
Resolution 7: Loan to Subsidiary
  • Total votes in favour: 12,155,732 (99.3049%)
  • Total votes against: 85,092 (0.6951%)
  • Promoter votes: Abstained (63,745,010 shares)
  • Result: Passed

Shareholder Category Breakdown

Promoter and Promoter Group

  • Total shares held: 63,745,010
  • Voting participation: 100% through e-voting only
  • Voted in favour on all resolutions where they participated
  • Abstained from voting on resolutions where they were interested parties (Resolutions 4, 6, and 7)

Public Institutions

  • Total shares held: 1,197,735
  • Voting participation: 104,081 shares (8.6898%)
  • Overwhelmingly voted in favour of all resolutions

Public Non-Institutions

  • Total shares held: 28,709,285
  • Voting participation: 12,151,998 shares (42.3278%)
  • High approval rates ranging from 99.29% to 99.9993% across resolutions

Scrutinizer's Role and Findings

  • Scrutinizer: C. Sudhir Babu, Practicing Company Secretary
  • Appointment basis: Section 108 of Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014
  • Key responsibilities: Ensuring fair and transparent e-voting process, issuing scrutinizer's report
  • Findings: All resolutions passed with requisite majority
  • Vote unblocking: Conducted on 29th September, 2026 at 11:40 am in presence of two independent witnesses
  • Invalid votes: Minimal invalid votes recorded only for resolutions where promoters abstained

Compliance Confirmation

  • Conducted in compliance with SEBI (LODR) Regulations, 2015
  • Followed Companies Act, 2013 and relevant Rules
  • Adhered to MCA Circulars (14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 2/2022, 10/2022, 09/2023, 09/2024, 03/2025)
  • Complied with SEBI Circular SEBI/HO/CFD/CFD-PoD-/P/CIR/2024/113 dated October 03, 2024
  • Followed Secretarial Standard on General Meetings (SS-2)

Additional Information

  • Voting results and scrutinizer's report available on company website: www.smspharma.com
  • Advertisement published pursuant to Rule 20(4)(v) of Companies (Management and Administration) Rules, 2014 on 5th September, 2026
  • Notice of AGM dated 27th August, 2026 sent to shareholders electronically with physical copies available upon request