AGM Agenda Items

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements including Balance Sheet, Statement of Profit & Loss and Cash Flow Statement for the year ended 31st March 2026, together with Reports of the Board of Directors and Auditors.

2. Dividend Declaration: To declare a dividend of ₹1.50 per share (15%) on 1,14,46,290 equity shares of ₹10 each for the year ended 31st March 2026.

3. Director Re-appointment: To appoint a Director in place of Mr. Swapnil Eaga (DIN: 01241535) who retires by rotation and being eligible offers himself for re-appointment.

Special Business:

4. Cost Auditor Remuneration Ratification: To ratify remuneration of ₹55,000 plus GST and out-of-pocket expenses to Shriniwas Diddi & Associates, Cost Accountants, for conducting audit of cost records for FY 2026-27.

5. Director Appointment & Remuneration: To appoint/change designation of Ms. Smruthi Eaga (DIN: 09268342) from Non-Executive (Non-Independent) Director to Whole-time Director (Executive) for 3 years from 1st June 2026 to 31st May 2029, on monthly salary of ₹7 lakh (₹84 lakh annually) plus allowances, benefits and perquisites. This requires special resolution and Central Government approval as she is currently non-resident.

Financial Performance Highlights (FY 2025-26 vs FY 2024-25)

| Particulars | FY 2025-26 (₹ in lakhs) | FY 2024-25 (₹ in lakhs) | Change |

| Revenue from Operations | 10,196.71 | 12,600.79 | -19.08% |

| EBITDA | 1,316.01 | 1,227.10 | +7.25% |

| EBITDA Margin | 12.89% | 9.73% | +316 bps |

| Profit Before Tax | 466.43 | 490.00 | -4.81% |

| Profit After Tax | 342.57 | 356.29 | -3.85% |

| Total Comprehensive Income | 359.99 | 372.76 | -3.43% |

Exceptional Item: Statutory impact of new Labour Codes: ₹46.26 lakhs (one-time provision)

Key Financial Position (as at 31st March 2026)

  • Paid-up Equity Share Capital: ₹1,144.63 lakhs (1,14,46,290 shares of ₹10 each)
  • Total Assets: ₹10,354.96 lakhs
  • Non-Current Assets: ₹5,086.63 lakhs (Property, Plant & Equipment: ₹4,652.46 lakhs)
  • Current Assets: ₹5,268.33 lakhs (Inventories: ₹2,834.59 lakhs, Trade Receivables: ₹1,929.57 lakhs)
  • Total Equity: ₹7,351.24 lakhs
  • Non-Current Liabilities: ₹347.28 lakhs (Borrowings: ₹267.41 lakhs)
  • Current Liabilities: ₹2,656.44 lakhs (Borrowings: ₹569.32 lakhs, Trade Payables: ₹1,377.40 lakhs)

Operational and Strategic Updates

Regulatory Milestone:

The company received approval from European Directorate for the Quality of Medicines & HealthCare (EDQM), qualifying its APIs for supply to European Union markets and other countries accepting EDQM standards. The company is also expecting regulatory inspection by ANVISA, Brazil.

Business Restructuring:

The company decided to discontinue its Finished Dosage Formulations (FDF) business unit at the end of FY 2025-26, considering it non-core to the strategic focus on Active Pharmaceutical Ingredient (API) manufacturing. The wind-down of FDF operations will be completed during FY 2026-27.

Financial Efficiency:

  • Raw material consumption declined by 33.35% compared to previous year
  • Finance costs reduced by 9.92% to ₹168.45 lakhs due to improved working capital management
  • Long-term debt reduced significantly ahead of schedule
  • Employee costs increased due to strategic investment in quality, regulatory, and production teams

Export Performance:

  • Foreign exchange earnings: ₹6196.28 lakhs (PY: ₹6452.34 lakhs)
  • Foreign exchange outgo: ₹1807.87 lakhs (PY: ₹2644.40 lakhs)
  • Export incentives: ₹110.12 lakhs (PY: ₹125.48 lakhs)

Dividend Information

  • Record Date: Friday, 31st July 2026
  • Book Closure: Saturday, 1st August 2026 to Monday, 10th August 2026 (both days inclusive)
  • Dividend Payment: Within 30 days from date of declaration at AGM
  • Taxation: TDS will be deducted as per Finance Act, 2020 provisions
  • Unclaimed Dividend: ₹48.56 lakhs as at 31st March 2026

Director and Management Details

Board Composition:

  • Mr. Purushotham Eaga: Chairman & Managing Director
  • Mr. Swapnil Eaga: Joint Managing Director & CFO
  • Ms. Smruthi Eaga: Non-Executive Director (proposed as Whole-time Director)
  • Mr. Prakash Wadgaonkar: Independent Non-Executive Director
  • Mr. Anoop Doshi: Independent Non-Executive Director
  • Mr. Dharmaraj Rao: Independent Non-Executive Director

Key Managerial Personnel:

  • Mr. Purushotham Eaga: Managing Director
  • Mr. Swapnil Eaga: Joint Managing Director & CFO
  • Ms. Urvashi Khanna: Company Secretary & Compliance Officer

Director Remuneration (FY 2025-26):

  • Mr. Purushotham Eaga: ₹211.32 lakhs
  • Mr. Swapnil Eaga: ₹134.78 lakhs
  • Ms. Smruthi Eaga: ₹62.22 lakhs (as Non-Executive Director)

Corporate Governance and Compliance

  • Board Meetings: 4 meetings held during FY 2025-26
  • Audit Committee: 4 meetings held with 100% attendance by all members
  • Secretarial Audit: Clean report with no qualifications
  • Cost Audit: M/s. Shrinivas Diddi and Associates appointed as Cost Auditor
  • Internal Financial Controls: Adequate and operating effectively as per auditor's report
  • Related Party Transactions: All transactions at arm's length and in ordinary course of business

Shareholding Pattern (as at 31st March 2026)

  • Promoter & Promoter Group: 64.73% (74,08,902 shares)
  • Public Holding: 35.27% (40,37,388 shares)
  • Dematerialized Shares: 95.59% of total paid-up capital
  • Top Shareholders: Mr. Purushotham Eaga (41.23%), Mrs. Eaga Vaishnavi (15.27%), Mr. Swapnil Eaga (5.24%)

Plant Locations and Facilities

  • Unit-I: Plot No. 273/274, MIDC, Akkalkot Road, Solapur 413006
  • Unit-II: Plot No. A-27, MIDC Area, Chincholi, Post Kondi, Taluka Mohol, Dist. Solapur 413255
  • R&D Plant: A-27, A.P.I.E., Balanagar, Hyderabad, Telangana - 500037

Important Dates and Deadlines

  • E-voting Period: Friday, 7th August 2026 (9:00 AM) to Sunday, 9th August 2026 (5:00 PM)
  • AGM Date: Monday, 10th August 2026 at 02:30 PM IST
  • Dividend Record Date: Friday, 31st July 2026
  • Book Closure: 1st August to 10th August 2026

Capital Structure Impact

No change in share capital during the year. The company did not issue any equity shares, convertible securities, or shares with differential voting rights.

Cash Flow Implications

  • Dividend payout of approximately ₹171.69 lakhs if declared
  • Director remuneration commitments if appointments approved
  • Cost auditor remuneration of ₹55,000 plus GST
  • No material cash flow impact from discontinuation of FDF division disclosed

Contingent Liabilities

  • Labour Court matter: ₹100.55 lakhs (dispute regarding worker termination)
  • Bank Guarantees: ₹149.91 lakhs (MPCB: ₹36 lakhs, MSEDCL: ₹113.91 lakhs)
  • Various tax matters under dispute

Forward-looking Statements

The Management Discussion & Analysis contains forward-looking statements about expected growth in CRAMS segment, expansion in regulated markets using EDQM approval, and improvement in profitability through operational efficiencies. These are subject to market conditions, regulatory approvals, and other external factors.

#Tags: #SmruthiOrganics #AGM2026 #FY26Results #Dividend #EDQMApproval #RegulatoryCompliance #Pharma #APIManufacturing #SEBIDisclosure #Neutral