Smruthi Organics Ltd

AGM details

• AGM held on 10 August 2026 via video conferencing (OAVM); 2:30 PM IST.

Resolutions considered

• Item 1: Adoption of audited financial statements and reports for year ended March 31, 2026; passed.
• Item 2: Dividend of Rs 1.50 per share on 1,446,290 equity shares; passed.
• Item 3: Re-appointment of Swapnil Eaga by rotation; passed.
• Item 4: Ratification of remuneration to cost Auditor for FY 2026-27; passed.
• Item 5: Appointment/remuneration of Ms Smruthi Eaga as Whole-time Director; designation changed; passed.

Voting outcome

• All resolutions passed with requisite majority; no material dissent noted.

Dividend

• Dividend declared: Rs 1.50 per share (face value Rs 10).

Directors

• Swapnil Eaga retired by rotation; re-appointed.
• Ms Smruthi Eaga appointed Whole-time Director; remuneration approved.

Auditors

• Cost Auditor remuneration ratified for FY 2026-27.

Related party transactions

• No material RPTs disclosed.

AGM details

• Date and time: 10 August 2026, 02:30 PM; mode: Video Conferencing.

Ordinary business

• Adopt audited financial statements and reports for year ended 31 March 2026.
• Declare dividend of Rs 1.50 per share.
• Re-appoint director retiring by rotation, eligible for re-appointment.

Special business

• Ratify remuneration to Cost Auditor for FY 2026-27.
• Appoint/change designation of Ms. Smruthi P Eaga to Whole-time Director with remuneration.

Voting results

• Final voting results were not disclosed in the document.
• Combined results to be declared within 48 hours after meeting.

Financial highlights

• Revenue from operations (net) ₹2,930.22 lakh for quarter ended 30-06-2026.
• Total income ₹2,932.78 lakh; other income ₹2.56 lakh.
• Total expenses ₹2,539.90 lakh; material costs ₹1,392.45 lakh.
• Changes in inventories of finished goods & WIP: ₹+228.77 lakh.
• Finance costs ₹449.02 lakh; depreciation ₹160.15 lakh; other expenses ₹584.65 lakh.
• Profit after tax from continuing operations ₹294.41 lakh.
• Net profit for the period ₹287.81 lakh.
• Earnings per equity share for continuing operations: Basic/Diluted ₹2.57.

Discontinued ops & segment structure

• Formulations Marketing Division discontinued from 13 May 2026; API division becomes the sole operating segment.
• Discontinued Formulations results: PAT ₹-6.60 lakh; revenue ₹0.00; expenses ₹8.82 lakh.
• API segment PBT ₹388.54 lakh; Formulation unallocable ₹-8.82 lakh; total PBT ₹380.53 lakh.
• Consolidated PAT ₹285.16 lakh; net profit for the period ₹287.81 lakh.

Auditor's review

• Independent Auditor's Limited Review Report dated 10 Aug 2026.
• Report states results prepared under Ind AS 34 and Regulation 33 with unmodified assurance.

Board action & filing

• Board meeting 10 Aug 2026 approved unaudited results; limited review taken on record.
• Results available on company website; Formulations Division discontinued per May 13, 2026 decision.

AGM Details

• AGM via VC/OAVM on 10 August 2026 at 2:30 PM IST.

Shareholder Records

• Register of Members closed 1–10 August 2026; record date 31 July 2026.

Dividend

• Dividend proposed: Rs 1.50 per share (15%).

Ordinary Resolutions

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appoint Swapnil Eaga, retiring by rotation.

Special Resolutions

• Ratify remuneration for Cost Auditor for FY2026-27.
• Appoint/Change designation of Smruthi Eaga as Whole-time Director for 3 years.
• Remuneration Rs 7 lakh per month; annual increments up to 15%.
• Tenure from 01 June 2026 to 31 May 2029; subject to CG approval.

Voting Details

• e-voting period: 7–9 Aug 2026; prior voters may participate but cannot vote again.

Financial performance

• Revenue from operations: 10,196.71 lakh, down 19.1% YoY.
• EBITDA: 1,316.01 lakh; margin 12.89%.
• PAT: 342.57 lakh; PBT: 466.43 lakh; tax: 123.86.
• Labour Codes impact: 46.26 lakh exceptional item.

Segments & geography

• API revenue: 10,181.12 lakh; Formulation: 24.33; total 10,209.06.
• Domestic revenue: 4,061.82; Export: 6,024.77; total 10,086.59.
• Three customers >10% of revenue totaling 3,361.09.
• Segment assets: API 9,774.01; Unallocable 560.81; Total 10,354.96.

Regulatory & strategy developments

• EDQM approval opens EU markets; ANVISA inspection planned.
• CRAMS opportunities expanding; several engagements in advanced stages.
• DMF portfolio expanding across Europe, Brazil, Korea.
• FDF division wind-down to sharpen API focus.

Capital & liquidity

• Equity share capital: 1,144.63 lakh; no new issuance.
• Total borrowings: 836.73 lakh; net debt: 609.73; gearing 8.29%.
• Cash and cash equivalents: 170.85 lakh; other bank balances: 56.15.
• Promoter holding: 64.73%; 95.59% dematerialised.

Dividend & shareholder matters

• Dividend proposed: Rs 1.50 per equity share for 2025-26.
• Unclaimed dividend: Rs 48.56 lakh; record date 31 July 2026.
• Dividend payable within 30 days after AGM approval.

Governance & risk management

• Board comprises six directors; three independent.
• Ms Smruthi Eaga to be Whole-time Director from 1 June 2026 for three years; salary Rs 7 lakh/month.
• MD remuneration: Purushotham Eaga Rs 1.80 crore; JMD & CFO Swapnil Eaga Rs 1.20 crore.
• Independent Directors met separately; Audit Committee held four meetings; board meetings four.
• Statutory auditors: Gokhale & Sathe; Secretarial: H.R. Thakur; Cost Auditor Rs 55,000 plus GST.

Dematerialisation processing and listing

• Dematerialisation requests processed during quarter ended 30 June 2026; securities listed on corresponding exchanges.
• Physical certificates for dematerialisation mutilated and cancelled after verification; depository name substituted as registered owner within 15 days.

Trading Window

• Trading window closed from 01 July 2026 to 48 hours after Q1 ended June 30, 2026.

Board Update

• Board meeting to approve unaudited results will be informed in due course.

Insider Dealing

• Insiders must not deal in the company's securities during the closure period.