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SMS Pharmaceuticals Ltd Capital/Financing Update 2025

Nov 12, 2025

62302_rns_2025-11-12_6ab04bd9-ef25-4099-aee3-d4acecc465a3.pdf

Capital/Financing Update

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Date: 12[th] November, 2025

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: Report of the Monitoring Agency with respect to utilization of proceeds of the Preferential issue of warrants of SMS Pharmaceuticals Limited.

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Monitoring Agency Report in respect of utilization of proceeds of the Preferential issue of convertible warrants for the quarter ended 30[th] September, 2025 issued by CARE Ratings Limited, Monitoring Agency.

We request to kindly take note of the same

Thanking you

Yours faithfully

For SMS Pharmaceuticals Limited

THIRUMALE Digitally signed by THIRUMALESH TUMMA SH TUMMA Date: 2025.11.12 18:25:00 +05'30'

Thirumalesh Tumma Company Secretary

Encl: a/a

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No. CARE/HRO/GEN/2025-26/1034

The Board of Directors

SMS Pharmaceuticals Limited

H No: 8-2-334/3 and 4, Plot No: 72, Opp SBI Executive Enclave, Road No: 5 Hyderabad Telangana - 500096

November 12, 2025

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended 09/30/2025 - in relation to the Convertible share warrants - Private placement issue of SMS Pharmaceuticals Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs.114.30 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended 09/30/2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated 03/27/2025.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Y Tejeshwar Reddy Associate Director [email protected]

CARE Ratings Limited

==> picture [124 x 173] intentionally omitted <==

401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Hyderabad - 500 029 Phone: +91-40-4010 2030

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in

CIN-L67190MH1993PLC071691

Report of the Monitoring Agency

Name of the issuer: SMS Pharmaceuticals Ltd For quarter ended: 09/30/2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature:

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Name and designation of the Authorized Signatory: Y Tejeshwar Reddy Designation of Authorized person/Signing Authority: Associate Director

CARE Ratings Limited

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401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Hyderabad - 500 029 Phone: +91-40-4010 2030

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in

CIN-L67190MH1993PLC071691

1) Issuer Details:

Name of the issuer : SMS Pharmaceuticals Limited Name of the promoter : Ramesh Babu Potluri Industry/sector to which it belongs : Healthcare - Pharmaceuticals

2) Issue Details

Issue Period : 03/07/2024 to 03/13/2024 Type of issue (public/rights) : Private placement Type of specified securities : Convertible Share Warrants IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 114.30 crore

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Particulars Reply Source of information / certifications
considered by Monitoring Agency for
preparation of report
Comments of the
Monitoring Agency
Comments of the
Board of Directors
Whether all utilization is as per the disclosures in the Offer
Document?
Yes Offer document (Form PAS-4 and EGM
notice) and Chartered Accountant
certificate*
Proceeds from the share warrants
issue have been utilized for the
objects mentioned in the offer
document and EGM notice.
As per the CA certificate, the
utilized
funds
amounting
to
Rs.90.48 crore as of September
30, 2025. However, CA certified,
out of the said proceeds, Rs.61.9
crore (Q1: Rs.38.1 crore and Q2:
Rs.23.8
crore)
is
towards
temporary reduction in working
capital.
No comments received
Whether shareholder approval has been obtained in case of No deviation Management certificate No deviations No comments received
CARE Ratings Limited
401, Ashoka Scintilla, 3-6-520, Himayat Nagar,
Hyderabad - 500 029
Phone: +91-40-4010 2030
CIN-L67190MH1993PLC071691
Corporate Office :4th Floor, Godrej Coliseum,
Somaiya Hospital Road, Off Eastern Express
Highway, Sion (E), Mumbai - 400 022
Phone: +91-22-6754 3456 • www.careedge.in
3
Particulars Reply Source of information / certifications
considered by Monitoring Agency for
preparation of report
Comments of the
Monitoring Agency
Comments of the
Board of Directors
material deviations# from expenditures disclosed in the Offer
Document?
Whether the means of finance for the disclosed objects of the
issue have changed?
No Offer document (Form PAS-4 and EGM
notice) and Chartered Accountant
certificate*
and
Management
certificate
No No comments received
Is there any major deviation observed over the earlier monitoring
agency reports?
No Chartered Accountant certificate* and
Management certificate
No
deviations
from
earlier
monitoring report issued for
Q1FY26.
No comments received
Whether all Government/statutory approvals related to the
object(s) have been obtained?
Yes Management certificate As per management confirmation,
all necessary approvals required
for
the
objects
have
been
obtained from time to time.
No comments received
Whether
all
arrangements
pertaining
to
technical
assistance/collaboration are in operation?
Not
applicable
Management Certificate As per management confirmation,
these
arrangements
are
not
applicable.
No comments received
Are there any favorable/unfavorable events affecting the viability
of these object(s)?
No Management Certificate Not applicable No comments received
Is there any other relevant information that may materially affect
the decision makingof the investors?
No Management certificate No. Funds have been raised within
the stipulated timelines.
No comments received
  • Certificate from Suryanarayana & Suresh, Chartered Accountants (Statutory auditor) dated October 30, 2025.

Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

  • (i) Cost of objects –

CARE Ratings Limited

401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Hyderabad - 500 029 Phone: +91-40-4010 2030

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Corporate Office :4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

4

Sr.
No
Sr.
No
Sr.
No
Item
Head
Item
Head
Source of information /
certifications considered by
Monitoring Agency for
preparation of report
Source of information /
certifications considered by
Monitoring Agency for
preparation of report
Source of information /
certifications considered by
Monitoring Agency for
preparation of report
Original cost Original cost Original cost Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
(as per the Offer
Document) in Rs.
Crore
Revised Cost
in Rs. Crore
Comments of
the Monitoring
Agency
Reason for cost
revision
Proposed
financing option
Particulars of -firm
arrangements
made
1 Capital Expenditure Chartered Accountant
certificate*, Bank statements
and Offer document (Form
PAS-4 and EGM notice)
62.87 NA NA No comments received
2 WorkingCapital 40.00 NA NA No comments received
3 General Corporate Purposes 11.43 NA NA No comments received
Total 114.30
* Certificate from Suryanarayana & Suresh, Chartered Accountants
(ii)Progress in the objects –
(Statutory auditor) dated October 30, 2025.
Sr.
No
Item Head Source of information
/ certifications
considered by
Monitoring Agency for
preparation of report
Amount as
proposed
in the Offer
Document in
Rs. Crore
Amount
received
till
Septem
ber 30,
2025
Amount utilised in Rs. Crore Total
unutilis
Comments of the Board of
Directors
As at
beginning
of the
quarter in
Rs. Crore
During Reasons for
idle funds
Proposed
course of
action
the At the end
ed
quarter
in Rs.
Crore
of the
quarter in
Rs. Crore
amoun
t in Rs.
crore
1 Capital
Expenditure
Chartered Accountant
certificate*, Bank
statements and Offer
document (Form PAS-4
and EGM notice).
62.87 114.30 17.14 0.00 17.14 45.73 Nil utilisation in Q2FY26. No comments received
2 WorkingCapital 40.00 11.43 0.00 11.43 28.57 In Q2FY26, the company deployed
unutilized funds amounting to Rs.23.8
crore (in addition to Rs.38.10 crore in
Q1FY26)
temporarily
for
working
capital requirement as per the offer
document and EGM Notice. The funds
were transferred to SBI CC account, and
the
outstanding
working
capital
balance is reduced to that extent.
The company has drawing power to an
extent of ~Rs.190 crore for the three
The
Company
has
temporarily deployed an
amount of Rs.6,191 lakhs,
raised
through
the
preferential
issue,
in
working capital accounts in
order to optimise the
utilisation of funds and
reduce finance costs. The
Audit
Committee
has
advised
that
the
said
3 General
Corporate
Purposes
11.43 0.00 0.00 0.00 11.43
CARE Ratings Limited
401, Ashoka Scintilla, 3-6-520, Himayat Nagar,
Hyderabad - 500 029
Phone: +91-40-4010 2030
CIN-L67190MH1993PLC071691
Corporate Office :4th Floor, Godrej Coliseum,
Somaiya Hospital Road, Off Eastern Express
Highway, Sion (E), Mumbai - 400 022
Phone: +91-22-6754 3456 • www.careedge.in
5
Sr.
No
Item Head Source of information
/ certifications
considered by
Monitoring Agency for
preparation of report
Amount as
proposed
in the Offer
Document in
Rs. Crore
Amount
received
till
Septem
ber 30,
2025
Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Total
unutilis
Comments of the Monitoring Agency Comments of the Board of
Directors
Comments of the Board of
Directors
As at
beginning
of the
quarter in
Rs. Crore
During Reasons for
idle funds
Proposed
course of
action
the At the end
ed
quarter
in Rs.
Crore
of the
quarter in
Rs. Crore
amoun
t in Rs.
crore
months
ended
September
2025
justifying the temporary deployment of
funds
towards
working
capital
requirements.
amount be re-transferred
to
the
specified
bank
account
as
and
when
required for the execution
of theproject.
114.30 114.30 28.57 0.00 28.57 85.73^

* Certificate from Suryanarayana & Suresh, Chartered Accountants (Statutory auditor) dated October 30, 2025.

^As per the offer document, Interim use of issue proceeds can be utilised for temporary deployment of working capital. Hence, the company had utilised the funds Rs. 38.10 crore Q1FY26 and Rs. 23.8 crores in Q2FY26, while the balance amount of Rs. 23.83 crores maintained in the monitoring account.

Note: The company must spend the funds within 2 years from the date of receipt. As the funds were received in three tranches with first tranche received on March 15, 2024 amounting to Rs.28.58 crore, the same is to be spent by March 14, 2026. SMS had already spent Rs.28.57 crore till September 30, 2025.

(iii) Deployment of unutilized proceeds:

Sr.
No.
Type of instrument and name of the entity invested in Amount invested Maturity date Earning Return on
Investment (%)
Market Value as at the
end of quarter
1 Monitoringaccount,State bank of India 23.83 - - - -
2 Temporarilydeployed towards workingcapital requirements 61.90 - - - -

(iv) Delay in implementation of the object(s) –

Completion Date Delay (no. of days/ Comments of the Board of Directors Comments of the Board of Directors
Objects Asper the offer document Actual months) Reason of delay Proposed course of action
Capital Expenditure Within 24 months from receipt of funds for Ongoing* NA No comments received
CARE Ratings Limited
401, Ashoka Scintilla, 3-6-520, Himayat Nagar,
Hyderabad - 500 029
Phone: +91-40-4010 2030
CIN-L67190MH1993PLC071691
Completion Date Delay (no. of days/ Comments of the Board of Directors Comments of the Board of Directors
Objects Asper the offer document Actual months) Reason of delay Proposed course of action
WorkingCapital the Warrants NA No comments received
General Corporate Purposes NA No comments received

*While the outer timeline is 2 years from the date of receipt of funds for implementation of the above objects. A detailed schedule for the project implementation is not available and hence Care Ratings is unable to ascertain the actual progress towards the same.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Source of information / certifications
Amount
Sr. No Item Head^ considered by Monitoring Agency for Comments of Monitoring Agency Comments of the Board of Directors
in Rs. Crore
preparation of report
1 General Corporate Purposes 0.00 Chartered Accountant certificate*, Bank
statements and offer document
Proceeds are yet to be utilized. No comments received
Total
  • Certificate from Suryanarayana & Suresh, Chartered Accountants (Statutory auditor) dated October 30, 2025.

^ Section from the offer document related to GCP:

“General Corporate Purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws.”

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CARE Ratings Limited

401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Hyderabad - 500 029 Phone: +91-40-4010 2030

Corporate Office :4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022 Phone: +91-22-6754 3456 • www.careedge.in

==> picture [147 x 111] intentionally omitted <==

CIN-L67190MH1993PLC071691

7

Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor which is peer reviewed audit firm appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from statutory auditor which is peer reviewed audit firm, lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

==> picture [30 x 21] intentionally omitted <==

CARE Ratings Limited

401, Ashoka Scintilla, 3-6-520, Himayat Nagar, Hyderabad - 500 029 Phone: +91-40-4010 2030

==> picture [124 x 172] intentionally omitted <==

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in

CIN-L67190MH1993PLC071691

8