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SMS Pharmaceuticals Ltd AGM Information 2025

Sep 29, 2025

62302_rns_2025-09-29_01b1aea9-cb2b-440c-b185-90702b525419.pdf

AGM Information

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==> picture [241 x 159] intentionally omitted <==

Date: 29[th] September, 2025

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 the 37th Annual General Meeting of the Company- Disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015

In continuation to our letter dated 6[th] September, 2025, we wish to inform you that the 37th Annual General Meeting (“AGM”) of the Members of the Company was held today, i.e. Monday, 29[th] September, 2025, through video conference/ other audio-visual means in compliance with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI) and other applicable provisions of the Companies Act, 2013.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part A of Schedule III thereto, please find enclosed the summary of proceedings of the AGM.

This disclosure will also be hosted on the Company's website www.smspharma.com

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: 2025.09.29 15:12:46 +05'30'

Thirumalesh Tumma

Company Secretary Encl : a/a

SUMMARY OF PROCEEDINGS OF THE 37[TH] ANNUAL GENERAL MEETING OF SMS PHARMACEUTICALS LIMITED

The 37th Annual General Meeting (“AGM”) of the Members of SMS Pharmaceuticals Limited (“Company”) was held today, i.e. Monday, 29[th] September, 2025 at 11:00 a.m. (IST) through video conference (“VC”) / other audio visual means (“OAVM”) in compliance with the provisions of the Companies Act, 2013 read with rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time, in this regard.

Mr. Thirumalesh Tumma, Company Secretary & Compliance Officer of the Company welcomed the Members to the Meeting and briefed them on details relating to their 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. As the Members are not required to physical present, and in line with the circulars issued by the Ministry of Corporate Affairs and SEBI, the provision for appointing proxies was not applicable.

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

Sl.
No.
Name of the Person Designation Mode of attending the Meeting
1 Mr. Ramesh Babu
Potluri
Chairman
&
Managing
Director
Physically present at the registered
office andparticipated 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 Dr. Suresh Kumar
Gangavarapu
Independent Director Participated
through
VC
from
Hyderabad
5 Mrs.
Shanti
Sree
Bolleni
Independent Director and
Chairperson of Nomination
and
Remuneration
Committee
Participated
through
VC
from
Hyderabad
6 Mr. Vamsi Krishna
Potluri
Executive Director Physically present at the registered
office andparticipated through VC
7 Dr. Sunkara Venkata
Satya Shiva Prasad
Non-Executive Director and
Chairman of Stakeholder
RelationshipCommittee
Physically present at the registered
office and participated through VC
8 Mr. Trilok Potluri Non-Executive Director Physically present at the registered
office and participated through VC

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9 Mr.
Lakshmi
Narayana
Tammineedi
Chief Financial Officer Physically present at the registered
office and participated through VC
10 Mr.
Thirumalesh
Tumma
Company Secretary Physically present at the registered
office andparticipated through VC
Statutory Auditors and Scrutinizer Statutory Auditors and Scrutinizer 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
Physically present at the
registered
office
and
participated through VC
3 Mr. C. Sudhir Babu M/s.
CSB
Associates,
Company
Secretaries, Scrutinizer
Physically present at the
registered
office
and
participated through VC

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.

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 25[th] September, 2025 (9.00 a.m.) to 28[th] September, 2025 (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 37[th] AGM of the Company were transacted at the meeting.

Item
No.
Agenda Item Type
of
resolution
Ordinary/ Special
Ordinary Business:
1. Adoption of Audited Standalone and Consolidated Financial
Statements of the Company for the Financial Year ended 31stMarch,
2025,and the reports of the Board of Directors and Auditors thereon.
Ordinary
2. Declaration of dividend on Equity shares for the financial year 2024-
2025
Ordinary
3. Re-appointment of Mr. Trilok Potluri (DIN: 07634613), who retires by
rotation, at this Annual General Meeting and being eligible, offers
himself for re-appointment
Ordinary

2

Special Business: Special Business:
4. Approval of material related party transaction(s) with VKT Pharma
Private Limited
Ordinary
5. Approval for remuneration payable to the Cost Auditors for the Financial
Year 2025-2026
Ordinary
6. Approval for Appointment of Secretarial Auditors of the Company Ordinary
7. Approval for re-appointment of Mr. Vamsi Krishna Potluri (DIN: 06956498)
as Executive Director and fix the remuneration
Special

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 two working days 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 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.

The AGM concluded at about 12. 05 p.m. (IST).

This is for your information and records

Thanking you

Yours faithfully

For SMS Pharmaceuticals Limited

THIRUMALESH Digitally signed by THIRUMALESH TUMMA TUMMA Date: 2025.09.29 15:13:01 +05'30'

Thirumalesh Tumma Company Secretary

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