SMS Pharmaceuticals Ltd — Board/Management Information 2024

Aug 5, 2024

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Date: 05[th] August, 2024

To The Manager, Corporate Filings Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001.

Security Code: 532815

The Manager, Listing Compliance Department, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Symbol: SMSPHARMA

Dear Sir/Madam,

Subject: Intimation under Regulation 30 read with Schedule III of the Securities and Exchange Board of India (“SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and SEBI Circular No. SEBI/HO/CFD/CFD-POD-1/P/CIR/ 2023/123 dated July 13, 2023:

With reference to the cited subject matter, we would like to inform you that the Board of Directors of the Company at their meeting held today i.e., 05[th] August, 2024, have inter- alia , considered and approved:

1. Re-appointment of Mr. Srinivas Sarvepalli (DIN: 02292051) as an Independent Director of the Company for a second term of 5 (five) years with effect from 12[th] August, 2024 to 11[th] August, 2029, subject to approval of the shareholders.

2. Appointment of Mr. Trilok Potluri (DIN: 07634613) as an additional Non- Executive Non Independent Director of the Company with effect from 12[th] August, 2024, subject to approval of the shareholders.

3. Appointment of Dr. Sunkara Venkata Satya Shiva Prasad (DIN: 10404277) as an additional Non- Executive Non Independent Director of the Company with effect from 12[th] August, 2024, subject to approval of the shareholders.

4. Appointment of Dr. Suresh Kumar Gangavarapu (DIN: 00183128) as an additional Non- Executive Independent Director of the Company for a term of 5 (Five) years from 12[th] August, 2024 to 11[th] August, 2029, subject to approval of the shareholders.

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1. Appointment of Mrs. Shanti Sree Bolleni (DIN: 07092258) as an additional NonExecutive Independent Director of the Company for a term of 5 (Five) years from 12[th] August, 2024 to 11[th] August, 2029, subject to approval of the shareholders.

2. Mr. Sarath Kumar Pakalapati (DIN: 01456746) will cease to be an Independent Director of the Company, with effect from close of working hours on 11[th] August, 2024 after completion of his second term of directorship which was from 12[th] August, 2019 to 11[th] August, 2024. Consequently, he will also cease to be the Chairperson of Stakeholders Relationship Committee, Member of the Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

3. Smt. Dr. Neelaveni Thummala (DIN: 00065571) will cease to be an Independent Director of the Company, with effect from close of working hours on 11[th] August, 2024 after completion of her second term of directorship which was from 12[th] August, 2019 to 11[th] August, 2024. Consequently, she will also cease to be the Chairperson of Nomination and remuneration Committee and Member of the Audit Committee and Stakeholders Relationship Committee.

8. Reconstitution of Committees: In view of the above appointments and completion of tenure of Directorship, the Board approved reconstitution and revised the following committees with effect from 12[th] August, 2024:

Audit Committee:
Mr. Shravan Kudaravalli	Chairman
Dr. Suresh Kumar Gangavarapu	Member
Mr. Vamsi Krishna Potluri	Member
Nomination and Remuneration Committee:
Mrs. Shanti Sree Bolleni	Chairman
Dr. Suresh Kumar Gangavarapu	Member
Dr. Sunkara Venkata Satya Shiva Prasad	Member
Mr. Trilok Potluri	Member

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Stakeholders Relationship Committee: Dr. Sunkara Venkata Satya Shiva Prasad Chairman Mr. Trilok Potluri Member Mr. Srinivas Sarvepalli Member Mrs. Shanti Sree Bolleni Member

Corporate Social Responsibility Committee: Mr. Ramesh Babu Potluri Chairman Mr. Shravan Kudaravalli Member Mr. Srinivas Sarvepalli Member

In this regards please find the enclosed copy of:

• i. The details as required in terms of Regulation 30 of the SEBI Listing Regulations, read with SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023.

• ii. Further, in terms of BSE Circular bearing Reference No. LIST/COMP/14/2018-19 and NSE Circular bearing Reference No. NSE/CML/2018/24 dated June 20, 2018, we have received confirmation from Mr. Srinivas Sarvepalli, Mr. Trilok Potluri, Dr. Sunkara Venkata Satya Shiva Prasad, Dr. Suresh Kumar Gangavarapu and Mrs. Shanti Sree Bolleni that they are not debarred from accessing capital markets and / or restrained from holding the office of director by virtue of any order of the SEBI or any other such authority.

The meeting is commenced at 01.00 p.m and concluded at 03.05 pm.

Please take the above intimation on your records.

Thanking you Yours faithfully

For SMS Pharmaceuticals Limited

THIRUMALESH Digitally signed by THIRUMALESH TUMMA TUMMA Date: 2024.08.05 15:17:05 +05'30' Thirumalesh Tumma Company Secretary & Compliance Officer

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- The details required to be furnished under SEBI Circular SEBI/HO/CFD/CFD PoD1/P/CIR/2023/123 dated July 13, 2023

Re-appointment of Mr. Srinivas Sarvepalli (DIN: 02292051) as an Independent Director

Sr. No.		Particulars	Details
1.		Reason for change viz~~. appointment,~~ re-appointment,~~resignation, removal,~~ ~~death or otherwise~~	Mr. Srinivas Sarvepalli (DIN: 02292051) has been re-appointed as an Independent Director of the Company
2.		Date of ~~appointment~~/re- appointment/~~cessation~~(as applicable) & Term of appointment/re- appointment	Date of re appointment:12thAugust, 2024 He has re-appointed as a Non- Executive Independent Director for a second consecutive term of five years, with effect from 12thAugust, 2024 to 11thAugust, 2029, not liable to retire byrotation.
3.		Brief Profile (in case of appointment):	Mr. Sarvepalli Srinivas holds a B.Com. Degree from the University of Delhi and Post-Graduation in Mass Communication from Indian Institute of Mass Communication. He is an accomplished Business leader with over 3 decades of proven leadership experience in leading Public / Private Sector enterprises with decisive and forward thinking with a strong vision and strategic capability. He has excellent people skills and problem- solving capability, exceptional blend of fiscal and management capabilities, financially astute, strategic thinking and highly analytical. He has a consistent track record of increasing sales and growing bottom line, while spearheading operational improvements in varied business

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		verticals, cross-sector exposure with effective vision, excel in dynamic, demanding environments, while remaining pragmatic and focused. Professional Experience: Over 35 years of experience in leading Public / Private Sectors. He served as -National Handloom Development Corporation Ltd (NHDC) – Managing Director -National Textile Corporation Ltd (NTC) – Chairman & Managing Director.(between 2013 to 2018)
4.	Disclosure of relationships between directors (in case of appointment of a director).	NIL

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

Sr. No.		Particulars	Details
1.		Reason for change viz. appointment, ~~re-~~ ~~appointment,~~ ~~resignation,~~ ~~removal, death or otherwise~~	Mr. Trilok Potluri (DIN: 07634613) appointed as an Non – Executive Non-Independent Director of the Company.
2.		Date of appointment/~~re-~~ ~~appointment/cessation~~ (as applicable) & Term of appointment~~/re-~~ ~~appointment~~	w.e.f 12thAugust, 2024
3.		Brief Profile (in case of appointment):	Mr. Trilok Potluri has completed his undergrad in Computer Science at BITS Pilani-Dubai and has pursued his diploma in the field of Arts & Design and Game Design from Vancouver Film School. He is a passionate game designer and a serial entrepreneur with a 9+ years of management experience encompassing the avenues of Gaming, Animation, F&B & IT services.

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		He has expertise skills in Strategic planning, Monitoring & evaluating, financial planning, Business Management, Communication Tactical Market Planning, Organizational strategy, structure and dealt with various domestic and international clients. Professional Experience  Zynga Games Inc. (2013-2016) —Game Designer  Pixalot Labs (2016 onwards) - Founder, Director & CEO  Lucratech Solutions (2019 onwards) - Co- Founder & Director
4.	Disclosure of relationships between directors (in case of appointment of a director).	Mr. Trilok Potluri is son of Mr. Ramesh Babu Potluri who is Chairman and Managing Director of the Company and Mr. Trilok Potluri is brother of Mr. Vamsi Krishna Potluri who is an Executive Director of the Company.

Appointment of Dr. Sunkara Venkata Satya Shiva Prasad (DIN: 10404277) as a NonExecutive Non Independent Director

Sr. No.		Particulars	Details
1.		Reason for change viz. appointment, ~~re-~~ ~~appointment,~~ ~~resignation,~~ ~~removal,~~ ~~death~~ ~~or~~ ~~otherwise~~	Dr. Sunkara Venkata Satya Shiva Prasad (DIN: 10404277) has appointed as an Non – Executive Non-Independent Director of the Company.
2.		Date of appointment/~~re-~~ ~~appointment/cessation~~(as applicable) & Term of appointment/~~re-~~ ~~appointment~~	w.e.f 12thAugust, 2024
3.		Brief Profile (in case of appointment):	Dr. Sunkara Venkata Satya Shiva Prasad served in Indian Revenue Service from 1988 to 2021. He completed his Doctorate in Agricultural

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		sciences from Indian Agricultural Research Institute, New Delhi. He was selected for IRS in the year 1988. He was under gone training at National Academy of Direct Taxes in Accountancy, Companies Act, and also Industrial finance and management. He worked in various capacities as Assistant commissioner, Additional commissioner, Commissioner, Principal Commissioner and Retired as Chief Commissioner of Income Tax. Throughout his carrier he dealt with Accounting issues, Corporate finance issues, Industrial management and Industrial finance issues while working in Hyderabad, Bengaluru, Kolkata, Coimbatore etc. He had rich exposure regarding Accountancy issues, administration of Companies Act and Industrial Finance Management. He also had exposure to business restructuring of companies in accordance with Income tax act and other statutes.
4.	Disclosure of relationships between directors (in case of appointment of a director).	Dr. Sunkara Venkata Satya Shiva Prasadis father-in law of Mr. Vamsi Krishna Potluri who is an Executive Director of the Company.

Appointment of Dr. Suresh Kumar Gangavarapu (DIN: 00183128) as an Independent Director of the Company

Sr. No.		Particulars	Details
1.		Reason for change viz. appointment, ~~re-appointment, resignation, removal,~~ ~~death or otherwise~~	Dr. Suresh Kumar Gangavarapu (DIN: 00183128) has appointed as an Independent Director of the Company.
2.		Date of appointment/~~re-~~ ~~appointment/cessation~~(as applicable) & Term of appointment/re- appointment	w.e.f 12thAugust, 2024 Appointed as a Non-Executive Independent Director for a term of five years, with effect from 12th August,2024 to 11th August,2029,

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		not liable to retire by rotation.
3.	Brief Profile (in case of appointment):	Dr. Suresh Kumar Gangavarapu holds an MBBS degree from Gandhi Medical College, Hyderabad and M.S. (General Surgery) from Gulbarga University, Karnataka. He worked with the Ministry of Health, Government of Algeria between 1978 and 1983. He is a Consultant Surgeon at several multispecialty hospitals at Hyderabad. He has rich experience in Corporate Business Strategies, formulating financial strategies, Strategic Planning, Corporate affairs, especially in pharmaceuticals business. He also served as an Independent Director in a leading Pharmaceutical Company.
4.	Disclosure of relationships between directors (in case of appointment of a director).	NIL

Appointment of Mrs. Shanti Sree Bolleni (DIN: 07092258) as an Independent Director of the Company

Sr. No.		Particulars	Details
1.		Reason for change viz. appointment, ~~re-appointment~~,~~resignation, removal,~~ ~~death or otherwise~~	Mrs. Shanti Sree Bolleni (DIN: 07092258) has appointed as an Independent Director of the Company.
2.		Date of appointment/~~re-~~ ~~appointment~~/~~cessation~~(as applicable) & Term of appointment/re- appointment	w.e.f 12thAugust, 2024 Appointed as a Non-Executive Independent Director for a term of five years, with effect from 12th August, 2024 to 11th August, 2029, not liable to retire byrotation.
		~~pp~~ & Term appointment
3.		Brief Profile (in case of appointment):	Mrs. Shanti Sree Bolleni is a Fellow Member of the Institute of Chartered Accountants of India

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Holding Certificate of Practice since
August, 1984 and Designated
Partner of M/s. Tukaram & Co LLP.,
Chartered Accountants, Hyderabad.
She is currently serving as an
Independent Director in the
following Companies:
 BN Rathi Securities Ltd - Since
February, 2015
 Nava Limited - Since
October, 2019
 Nava Bharat Energy India
Limited - Since October, 2022
 Rain Industries Ltd - Since
February, 2023
 Rain Cements Ltd - Since
February, 2023
 Rain CII Corbon (Vizag) Limited -
Since February, 2023
 Nava Bharat Projects Limited -
Since May, 2024
She is serving as a Nominee Trustee
on the Board of M/s. Pullela
Gopichand Badminton Foundation
Since October, 2018.
She is serving as an Executive
Committee Member on the Board of
Vijaya Society, running 2 Schools by
the name of Vijaya Public School
(English Medium and Telugu
Medium) at Challapalli, Krishna
District, Andhra Pradesh since 2012.

She served as a Nominee Director (nominated by SBI) on the Board of State Bank of Hyderabad from March 2015 to 31st March, 2017 i.e., till the date of Merger with SBI.

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		She served as Governing Council Member of The AP Tax Bar Association from 2008 to 2012 and as a President of the Association for the year 2010-11. She also served as an External Member, Board of Studies, Department of Commerce, Osmania University College for Women (Autonomous University), Koti, Hyderabad.
4.	Disclosure of relationships between directors (in case of appointment of a director).	NIL

Cessation/Completion of Tenure of Mr. Sarath Kumar Pakalapati (DIN: 01456746) as an Independent Director of the Company

Sr. No.		Particulars	Details
1.		Reason for change viz.~~appointment,~~ ~~re-appointment, resignation, removal,~~ ~~death or~~Cessation	Mr. Sarath Kumar Pakalapati (DIN: 01456746) will cease to be an Independent Director of the Company for second term with effect from close of working hours on 11th August,2024.
2.		Date of ~~appointment/re-~~ ~~appointment/~~cessation (as applicable) ~~&~~ ~~Term~~ ~~of~~ ~~appointment/re-~~ ~~appointment~~	11thAugust, 2024
3.		Brief Profile (in case of appointment):	NA
4.		Disclosure of relationships between directors (in case of appointment of a director).	NA

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Cessation/Completion of Tenure of Smt. Dr. Neelaveni Thummala (DIN: 00065571) as an Independent Director of the Company

		an Independent Director	of the Company
Sr. No.		Particulars	Details
1.		Reason for change viz.~~appointment,~~ ~~re-appointment, resignation, removal,~~ ~~death or~~Cessation	Smt. Dr. Neelaveni Thummala (DIN: 00065571) will cease to be an Independent Director of the Company for the second term, with effect from close of working hours on 11thAugust,2024.
2.		Date of ~~appointment/re-~~ ~~appointment/~~cessation (as applicable) ~~&~~ ~~Term~~ ~~of~~ ~~appointment/re-~~ ~~appointment~~	11thAugust, 2024
3.		Brief Profile (in case of appointment):	NA
4.		Disclosure of relationships between directors (in case of appointment of a director).	NA

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