Senores Pharmaceuticals MD, chairman and AGM

• To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  6 for0 against
• To appoint Mr. Sanjay Shaileshbhai Majmudar (DIN: 00091305), who retires by rotation as a Director and being eligible, offers himself for re-appointment

  ›Against Bandhan Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No governance concern identified w.r.t. the profile, time commitment and past attendance of the Director. Governance concern: Skewed remuneration in favor of Promoter ED, and the proposed Director is a member of NRC, responsible for remuneration practice.

  4 for2 against
• To appoint Mr. Arpit Deepakkumar Shah (DIN: 07214641), who retires by rotation as a Director and being eligible, offers himself for re-appointment

  ›Against Bandhan Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern identified w.r.t the merits of the proposed appointee. Governance Concern: Low Board meeting attendance in last 3 FYs.
  • HSBC Mutual FundA vote AGAINST the nominee is warranted because: • Arpit Shah has failed to attend at least 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation.

  3 for3 against
• Appointment of Mr. Viranchi Arvindbhai Shah (DIN: 01598001) as a Non-Executive Independent Director of the Company for a term of 5 (Five) Consecutive Years

  6 for0 against
• Approval of ‘Senores Pharmaceuticals Employee Stock Option Scheme 2026

  ›Against Bandhan Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance & Transparency Concern: The NRC has been given discretion to determine Exercise Period, which may differ from employee to employee. As a result, Exercise Period has been inadequately defined. Additionally, in regards to the Company has provided a broad range of discounts in the proposed Exercise Pricing formula.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The scheme provides for grant of stock options with an exercise price, at a discount of up to 50 percent to the market price on grant date. • The company has not specified the performance parameters, weightages, performance targets and thresholds for performance based vesting.

  3 for3 against
• Approval of grant of employee stock options to the employees of the Subsidiary Company(ies) of the Company under ‘Senores Pharmaceuticals Employee Stock Option Scheme 2026

  ›Against Bandhan Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundNo concern is identified w.r.t the extension of its benefits to the employees of its subsidiaries per se. Governance & Transparency Concern: Proposed extension is Inter-linked with Resolution #5.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme provides for grant of stock options with an exercise price, at a discount of up to 50 percent to the market price on grant date. • The company has not specified the performance parameters, weightages, performance targets and thresholds for performance based vesting.

  3 for3 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH HAVIX GROUP INC. D/B/A AAVIS PHARMACEUTICALS

  ›Against Bandhan Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundThe company holds 57.69% stake and 16.96% is held by Senores Pharmaceuticals Inc (wholly owned subsidiary), making the effective shareholding to 74.65% in Havix Group Inc. (doing business as) Aavis Pharmaceuticals (Havix). Havix is engaged in the contract development & manufacturing of generic pharmaceutical formulations for US and Canada. The transactions with Havix aggregated Rs. 829.0 mn in FY26. The proposed transactions include financial assistance in the form of a corporate guarantee and a loan to be given, along with sale of goods, services, transfer of fixed assets, interest income, etc. The transactions are in the ordinary course of business and on an arm’s length basis. The company has clarified that the interest rate can range from 8% to 10%. However, for related party transactions involving provision of financial assistance, the company must disclose the details regarding such support to be extended in proportion to Havix's effective shareholding. Given this concern, we are unable to support the resolution.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: The Company has not adequately disclosed the basis for arm’s length pricing, in absence of which shareholders cannot make informed decisions regarding the proposed RPTs; Significant Shift between the quantum of previous year RPTs and the proposed limit, however, no specific justification for the same. Transparency Concern: The Company is extending support to the proposed entities however, it is unclear if the other shareholders are extending similar support or if the Company is being compensated for the additional risk it is taking.

  4 for2 against
• TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH RATNATRIS PHARMACEUTICALS PRIVATE LIMITED

  ›Against HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The company has not provided sufficient information to assess the fairness of the transaction. • The company may take disproportionate risk relative to its economic interest, without compelling justification.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: The Company has not adequately disclosed the basis for arm’s length pricing, in the absence of which shareholders cannot make informed decisions regarding the proposed RPTs. Transparency Concern: The Company is extending support to the proposed entities; however, it is unclear if the other shareholders are extending similar support or if the Company is being compensated for the additional risk it is taking. Lack of clarity w.r.t. sustainability of RPT limits given the financials of the Company and the related parties.

  4 for2 against
• TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH APNAR PHARMA PRIVATE LIMITED

  6 for0 against
• TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS BETWEEN THE FELLOW SUBSIDIARIES OF THE COMPANY VIZ. HAVIX GROUP INC. D/B/A AAVIS PHARMACEUTICALS AND SENORES PHARMACEUTICALS INC.

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Unclear how the sale of capital assets falls within the ordinary course of business.

  5 for1 against
• TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS BETWEEN THE FELLOW SUBSIDIARIES OF THE COMPANY VIZ. HAVIX GROUP INC. D/B/A AAVIS PHARMACEUTICALS AND APNAR PHARMA PRIVATE LIMITED

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Unclear how the sale of capital assets falls within the ordinary course of business.

  5 for1 against
• TO CONSIDER AND APPROVE ENHANCEMENT OF EXISTING LIMIT TO ADVANCE ANY LOAN/GIVE GUARANTEE/PROVIDE SECURITY UNDER SECTION 185 OF THE COMPANIES ACT, 2013

  ›Against Bandhan Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundThe shareholders had earlier approved at the meeting held on 26 October 2023, the limit for giving loans, guarantees, providing securities and making investments up to Rs. 5.0 bn. As on 31 March 2025 the company had made investments/granted loans and provided guarantees of ~Rs. 4.7 bn (including investment/granted loans) under Section 186. However, the company has not disclosed the extent of limits utilized under Section 186 for FY26 in the meeting notice. The company should clearly disclose the extent of limits utilized under Section 186 for FY26 in the meeting notice. Further, this is an enabling approval, and it allows the company to give loans/ guarantees/ provide securities to anybody corporate, including promoter group companies. We believe the company must disclose granular details, including the names of the companies, the nature and size of their operations, and the terms of support, to enable shareholders to make an informed decision. Given the lack of clarity, we do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of information.
  • Motilal Oswal Mutual FundCompliant with the law. Governance & Transparency Concern: Lack of adequate disclosure as the Company has not provided details of the recipients. Umbrella / Blanket approval proposed to cover any person/entity in the proposed limit.

  3 for3 against
• TO CONSIDER AND APPROVE ENHANCEMENT OF THE EXISTING LIMIT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

  1 for0 against
• VARIATION IN THE OBJECTS / TERMS OF UTILISATION OF THE INITIAL PUBLIC OFFERING (“IPO”) PROCEEDS AND EXTENSION OF TIME LIMIT FOR UTILISATION OF THE IPO PROCEEDS

  6 for0 against