Smruthi Organics Limited will hold its 37th Annual General Meeting on August 10, 2026, via video conferencing to transact business including the adoption of financial statements for the year ended March 31, 2026. The meeting, scheduled to commence at 2:30 p.m. IST, will be conducted without the physical presence of shareholders at a common venue in compliance with Ministry of Corporate Affairs and SEBI circulars. The company has fixed Friday, July 31, 2026, as the record date to determine shareholder eligibility for the dividend and participation in the meeting.

The Board proposes a dividend of ₹1.50 per share, equivalent to 15%, on 1,14,46,290 equity shares of ₹10 each for the financial year 2025-2026. Shareholders will consider the adoption of the audited financial statements, including the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement, along with the reports of the Board of Directors and Auditors. The register of members and share transfer books will remain closed from August 1, 2026, to August 10, 2026, for the purpose of the AGM and dividend determination.

Key Resolutions

The meeting features five resolutions, covering ordinary and special business. The ordinary business includes the adoption of accounts, dividend declaration, and the appointment of a director in place of Mr. Swapnil Eaga, who retires by rotation and is eligible for re-appointment. The special business includes the ratification of remuneration for the Cost Auditor and the appointment of Ms. Smruthi Eaga as Whole-time Director.

Director Appointment and Remuneration

Shareholders will vote on a special resolution to appoint Ms. Smruthi Eaga as Whole-time Director (Executive) for a period of three years from June 1, 2026, to May 31, 2029. Ms. Eaga, currently a Non-Executive (Non-Independent) Director, will receive a remuneration of ₹7 lakhs per month, totaling ₹84 lakhs per annum, plus allowances, benefits, and perquisites. The Board is authorized to grant annual increments not exceeding 15% of the relevant remuneration. The appointment requires approval from the members and the Central Government, as Ms. Eaga is currently not a resident of India.

The resolution also seeks ratification for the remuneration of the Cost Auditor, Shrinivas Diddi & Associates, for the audit of cost records for the financial year ending March 31, 2027. The fees are set at ₹55,000 plus applicable GST and reimbursement of out-of-pocket expenses. Mr. H.R. Thakur, Practicing Company Secretary, has been appointed as the scrutinizer to conduct the e-voting process.

Financial Performance

For the financial year ended March 31, 2026, Smruthi Organics reported a Profit After Tax of ₹342.57 lakh. Net sales and other income stood at ₹10,209.06 lakh, while total expenses amounted to ₹9,696.37 lakh. The company reported a profit before tax of ₹466.43 lakh, with a tax expense of ₹123.86 lakh. The profitability was impacted by lower sales revenue, geopolitical uncertainties, and an exceptional charge relating to the statutory impact of new Labour Codes.

Smruthi Organics reported a 3.85% decline in net profit to Rs 342.57 lakh for the financial year ended March 31, 2026. Revenue from operations fell 19.08% to Rs 10,196.71 lakh, driven by lower volumes in select domestic and export product categories and pricing pressure in the market. Despite the revenue decline, the company achieved a significant improvement in profitability, with EBITDA margin expanding by 316 basis points to 12.89%.

The company’s Board of Directors has recommended a dividend of Rs 1.50 per equity share (15%) for the year ended March 31, 2026. The record date for determining shareholder eligibility for the dividend is July 31, 2026. The Annual General Meeting is scheduled for August 10, 2026.

Financial Performance

The decline in revenue was partially offset by a strategic focus on value-driven pricing and export orders with better realisations, which helped cushion the impact of volume softness. EBITDA grew 7.25% to Rs 1,316 lakh, reflecting improved operational efficiencies, better product mix, and disciplined resource utilisation. Finance costs fell 9.92% to Rs 168.45 lakh due to improved working capital management.

Profit Before Tax stood at Rs 466.43 lakh compared to Rs 490.00 lakh in the prior year. The marginal decline in Profit After Tax was largely attributable to a one-time exceptional provision of Rs 46.26 lakh related to the statutory impact of the new Labour Codes. Adjusted for this item, the company delivered improved underlying profitability.

Operational Highlights

The company continued its efforts on alternate sourcing, vendor consolidation, and backward integration to reduce input cost dependence. Raw material consumption declined by 33.35% compared to the previous year. Employee costs grew during the year as the company strengthened its quality, regulatory, and production teams in preparation for regulatory inspections and market entry in European and other regulated markets.

A landmark regulatory milestone was achieved during the year with the receipt of approval from the European Directorate for the Quality of Medicines & HealthCare (EDQM). This certification qualifies the company's APIs for supply to European Union markets and is expected to be a meaningful contributor to export revenue. The company is also expecting a regulatory inspection by ANVISA, Brazil.

At the end of FY 2025–26, the Board decided to discontinue the Finished Dosage Formulations (FDF) business unit to focus on its core Active Pharmaceutical Ingredient (API) manufacturing. The wind-down of FDF operations is expected to be completed during the current year and is not anticipated to have a material adverse impact on the financial position.