SMS Pharmaceuticals Ltd — AGM Information 2024

Sep 30, 2024

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Date: 30[th] September, 2024

To, The Manager, The Manager, Corporate Filings Department, Listing Compliance Department, Bombay Stock Exchange Limited, National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 001 Mumbai - 400 051.

Security Code: 532815 Symbol: SMSPHARMA

Dear Sir / Madam,

Sub: Summary of proceedings of 36[th] Annual General Meeting (AGM) of Shareholders of SMS Pharmaceuticals Limited.

Pursuant to Regulation 30 read with Para A of Part A of schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find the enclosed summary of proceedings of 36[th] Annual General Meeting of the Company held on Monday, 30[th] September, 2024 at 11.00 a.m.(IST), through two-way Video Conference/ Other Audio Visual Means, to transact the business as stated in the Notice dated 05[th] August, 2024, convening the AGM.

We request you to kindly take the same on record

Thanking you,

Yours faithfully,

For SMS Pharmaceuticals Limited

THIRUMALESH Digitally signed by THIRUMALESH TUMMA TUMMA Date: 2024.09.30 17:36:48 +05'30'

Thirumalesh Tumma Company Secretary Encl : a/a

SUMMARY OF PROCEEDINGS OF THE 36[TH] ANNUAL GENERAL MEETING OF SMS PHARMACEUTICALS LIMITED

The 36[th] Annual General Meeting (AGM) of the Members of SMS Pharmaceuticals Limited (the Company) was held on Monday, the 30[th] September, 2024 at 11.00 a.m (IST) via Video Conferencing(VC) / Other Audio Visual Means(OAVM). The Company, while conducting the Meeting, adhered to the circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) and in compliance of the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. Thirumalesh Tumma, Company Secretary, welcomed the Members to the Meeting and briefed them on certain points relating to the participation at the Meeting through VC/OAVM.

Mr. Ramesh Babu Potluri, Chairman and Managing Director of the Board chaired the Meeting. The Chairman declared that as the requisite quorum being present, the meeting was called to order. Since there was no physical attendance of Members and in compliance with the Circulars issued by MCA and SEBI, the requirement of appointing proxies was not applicable.

Following Directors of the Company attended the Meeting through video conference:

Sl. No.	Name of the Director	Designation	Mode of attending the Meeting
1	Mr. Ramesh Babu Potluri	Chairman & Managing Director	Physically present at the registered office and participated through VC
2	Mr. Shravan Kudaravalli	Independent Director & Chairman of Audit Committee	Physically present at the registered office and participated through VC
3	Mr. Sarvepalli Srinivas	Independent Director	Participated through VC from Noida
4	Mr. Trilok Potluri	Non-Executive Director	Physically present at the registered office and participated through VC

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5	Dr. Sunkara Venkata Satya Shiva Prasad	Non-Executive Director and Chairman of Stakeholder Relationship Committee	Physically present at the registered office and participated through VC
6	Dr. Suresh Kumar Gangavarapu	Independent Director	Physically present at the registered office and participated through VC
7	Mrs. Shanti Sree Bolleni	Independent Director and Chairperson of Nomination and Remuneration Committee	Physically present at the registered office and participated through VC
8	Mr. Lakshmi Narayana Tammineedi	Chief Financial Officer	Physically present at the registered office and participated through VC
9	Mr. Thirumalesh Tumma	Company Secretary	Physically present at the registered office and participated through VC

Statutory Auditors and Scrutinizer

Sl. No.	Name of the Director	Designation	Mode of attending the Meeting
1	Mr. V. Nagendra Rao	Statutory Auditor M/s. Suryanarayana & Suresh Chartered Accountants	Participated through VC from Hyderabad
2	Mr. A. Venkateswara Rao	Internal Auditor M/s. Adusumilli and Associates	Participated through VC from Hyderabad
3	Mr. C. Sudhir Babu	M/s. CSB Associates, Company Secretaries, Scrutinizer	Physically present at the registered office and participated through VC

Leave of obscene was granted to Mr. Vamsi Krishna Potluri, Executive Director of the Company.

With the consent of the Shareholders, the Notice convening the AGM was taken as read.

The Chairman expressed his views with respect to the Industry scenario, growth outlook, performance of the Company, challenges, opportunities going forward and other related matters.

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In pursuance of the relevant provisions of Companies Act 2013 read with the SEBI (LODR) Regulations, 2015 as amended from time to time, the Company has provided the E-voting facility by Central Depository Services (India) Limited (CDSL) to the Shareholders to cast their vote as mentioned in the Notice of the AGM where the e-voting period was kept open from 26[th] September, 2024 (9.00 a.m.) to 29[th] September, 2024 (5.00 p.m.). Further the remote e-voting facility was also made available during the AGM for the benefit of Members who were present during the Meeting and had not cast their votes earlier through remote e-voting.

The following items of business, as per the Notice convening the 36[th] AGM of the Company were transacted at the meeting.

ORDINARY BUSINESS:

1. Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31[st] March, 2024, and the reports of the Board of Directors and Auditors thereon. Ordinary Resolution

2. Declaration of dividend on Equity shares for the financial year 2023-2024. Ordinary Resolution

3. Re-appointment of Mr. Vamsi Krishna Potluri (DIN: 06956498) who retires by rotation, and being eligible, and offers himself for reappointment. Ordinary Resolution

SPECIAL BUSINESS:

1. Approval of material related party transaction(s) with VKT Pharma Private Limited. Ordinary Resolution

2. Approval of remuneration payable to the cost auditor for the financial year 2024-2025. Ordinary Resolution

3. Appointment of Mr. Trilok Potluri (DIN: 07634613) as a Non-Executive Non Independent Director. Ordinary Resolution

4. Appointment of Dr. Sunkara Venkata Satya Shiva Prasad (DIN: 10404277) as a Non-Executive Non Independent Director. Ordinary Resolution

5. Appointment of Dr. Suresh Kumar Gangavarapu (DIN: 00183128) as an Independent Director. Special Resolution

6. Appointment of Mrs. Shanti Sree Bolleni (DIN: 07092258) as an Independent Director. Special Resolution

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1. Re-Appointment of Mr. Sarvepalli Srinivas (DIN: 02292051) as an Independent Director. Special Resolution

The Chairman then invited the Members to express their views, ask questions and seek clarifications on the operational and financial performance of the Company on the resolutions set out in the Notice. The Members were given an opportunity to speak in the order in which they had registered their names. After giving sufficient time to all Members who wished to speak, the Chairman along with other Directors appropriately responded to the queries raised by them.

The Chairman informed the Members that Mr. C. Sudhir Babu, Practicing Company Secretary (Membership No; FCS 7666), Proprietor of M/s CSB Associates, Company Secretaries, was the Scrutinizer appointed by the Board to scrutinize the e-voting process during the meeting and through remote e-voting, in a fair and transparent manner.

The Chairman authorized Mr. Thirumalesh Tumma, Company Secretary to accept and countersign the Scrutinizer’s Report and declare the consolidated e-voting results on receipt of the scrutinizer’s report. He informed the members that the combined results of the remote e-voting as well as e-voting during the AGM would be announced within 48 hours form the conclusion of the Meeting and the results along with the Scrutinizer’s report would be intimated to the Stock Exchanges in terms of Listing Regulations and would be placed on the website of the Company.

The Chairman, on behalf of the Board of Directors of the Company extended gratitude towards Mr. Sarat Kumar Pakalapati and Dr. Neelaveni Thummala Independent Directors of the Company, who have completed their second term of Independent Directorships in August, 2024 for their dedicated service, commitment and contributions during their tenure.

The Chairman then thanked the members for their continued support and for attending and participating in the meeting. He also thanked the Directors for joining the Meeting virtually. The e-voting facility was kept open for another 15 minutes from the conclusion of the meeting to enable the members to cast their vote, who have not voted in the remote e-voting.

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The AGM concluded at about 11.40 a.m. (IST).

This is for your information and records

Thanking you

Yours faithfully

For SMS Pharmaceuticals Limited

THIRUMALESH TUMMA Thirumalesh Tumma Company Secretary

Digitally signed by THIRUMALESH TUMMA Date: 2024.09.30 17:37:08 +05'30'

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