Registered & Corporate Office: Plot No. 19-111, Road No. 71, Opp. Bharatiya Vidya Bhavan Public School, Jubilee Hills Hyderabad - 500 096.Telangana. INDIA, Tel: +91-40-6628 8888, Fax: +91-40-23551402 CIN : L24239AP1987PLC008066 Email: [email protected], www.smspharma.com

Date: 8th February, 2019

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

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.

Security Code: 532815

Symbol: SMSPHARMA

Dear Sir/Madam,

Subject: Change in Nominee Director of Exim Bank of India,

This is to inform you that Exim Bank has withdrawn their nominee director Mr. Utpal Gokhale from the Board of M/s SMS Pharmaceuticals Limited and in his place Ms. Shilpa Waghmare has been appointed as their Nominee director vide their letter dated 31st January, 2019, A copy of the letter is attached for your information and records,

Please take the same on your records,

Yours faithfully For SMS PHARMACEUTICALS LIMITED

Ir. \'vN JJ~ V S Venkatish Company Secretary

wrefer frafe - strate Sc. EXPORT-IMPORT BANK OF INDIA

$(A(K \text{top}))$

टेबाणिस सल्लिक an gaba firannas

Debasish Mallick Deputy Managing Director

DMDM:94:19

January 31, 2019

श्री रमेश बाबू पोटल्री अध्यक्ष एवं प्रबंध निदेशक एस एम एस फार्मास्युटिकल्स लि. प्लॉट नंबर-19 III, भारतीय विदया भवन पब्लिक स्कूल के सामने, रोड नंबर71 , जूबली हिल्स, हैदराबाद500096

Mr. Ramesh Babu Potluri Chairman & Managing Director SMS Pharmaceuticals Ltd. Plot No. 19-III., Opp. Bhartiya Vidya Bhavan Public School, , Road No. 71, Jubilee Hills, Hyderabad 500096

प्रिय महोदय Dear Sir,

कंपनी के निदेशक मंडल में भारतीय निर्यात-आयात बैंक (एक्जिम बैंक) के नामिती की नियुक्ति Appointment of a nominee of Export-Import Bank of India (Exim Bank) on the Company's Board of Directors

हम एक्ज़िम बैंक की ओर से सहर्ष सूचित करते हैं कि सुश्री शिल्पा वाघमारे, महाप्रबंधक को आपकी कंपनी के निदेशक मंडल में हमारे बैंक के नामिती के रूप में तत्काल प्रभाव से नियु) क्त किया गया है।

We are happy to convey on behalf of Exim Bank, the appointment of Ms. Shilpa Waghmare, General Manager, as our nominee on the Board of Directors of your Company, with immediate effect.

1. आपकी कंपनी के निदेशक मंडल में नामिती निदेशक के रूप में स्श्री शिल्पा वाघमारे की नियुक्ति एक्ज़िम बैंक

तथा आपकी कंपनी के बीच किए गए ऋण प्रलेखीकरण करार के प्रावधानों एवं भारतीय निर्यात-आयात बैंक

अधिनियम, 1981 की धारा 32 के आधार पर की गई है। (विवरण अनूलग्नक I में संलग्न है)

The appointment of Ms. Shilpa Waghmare as a Nominee Director on your Board is pursuant to the provisions of loan documentation entered into between Exim Bank and your Company and Section 32 of the Export-Import Bank of India Act, 1981 (Exim Act). [Extract enclosed at Annexure I).

1. आपकी कंपनी में एक्ज़िम बैंक के नामिती निदेशक के रूप में सूश्री शिल्पा वाघमारे की नियुक्ति संबंधी नियम

एवं शर्ते अनुलग्नक II में दिए गए हैं।

The terms of appointment of Ms. Shilpa Waghmare as Exim Bank's Nominee Director on the Board are specified at Annexure II.

1. "J>;ft fuo:crr Cli 1'1<1'11): 3fT11'f;-.n-g * Q for;jj <H ~ 0),- ~ fo't?;~fiF 0),- ^~* Fa'! "1 forct 0),- ^~* ,,~ '" . '" ~ Q\4i"1IQ <mJCfIcti'to),-~W~6<1~~~~I. ~ '"

Ms. Shilpa Waghmare will get in touch with the Company in order to effectively complete ali statutory formalities in connection with his appointment as Exim Bank's nominee on your Board.

1. ~ ~ 0),- m~ PITt ~ 'hl P-T ~ <R<'t 6 ctm "J>;ft fuo:crr ClIEl<HI): q;)- ~ 3fR ~ f.' '" <iwr W;C; vcr '86"11 dl <fir 31T~rr <R<'t 6 P-T ~ ~ 31T~rr <R<'t 6 f<\; ~ Fa'!':J,forct ~.n-g <fir ~ J.trnrrti", ~I

We value our relationship with your Company and look forward to your support and cooperation to Ms. Shilpa Waghmare. We do hope that this step would contribute positively towards enriching the Board's discussions.

Please acknowledge receipt.

~, Yours faithfully,

.. ~.

(~ 1<'h Debasish Mallick)

1iOj,{>1d<ij<'h: <r~ Enci: as above

r Annexure I

The Export-Import Bank Of India Act, 1981 Section 32 (Extract)

Arrangement with Exim Bank on appointment of direction to prevail.

1. (1) Where any arrangement entered into by the Exim Bank with a company provides for the appointment by the Exim Bank of one or more directors of such company, such provision and any appointment of directors made in pursuance thereof shall be valid and effective notwithstanding anything to the contrary contained in the Companies Act, 1956, or in any other law for the time being in force or in the memorandum, articles of association or any other instrument relating to the company, and any provision regarding share qualification, age limit, number of directorships, removal from office of directors and such like conditions contained in any such law or instrument aforesaid, shall not apply to any director appointed by the Exim Bank in pursuance of the arrangement as aforesaid.

2. (2) Any director appointed as aforesaid shall

3. (a) hold office during the pleasure of the Exim Bank and may be removed or substituted by any person by order in writing of the Exim Bank;
4. (a) not incur any obligation or liability by reason only of his being a director or for anything done or omitted to be done in good faith in the discharge of his duties as a director or anything in relation thereto;
5. (b) not be liable to retirement by rotation and shall not be taken into account for computing the number of directors liable to such retirement.

Continuation

Annexure II

Terms of Appointment of Nominee Director pursuant to Section 32 of Exim Act

• 1 . Exim Bank's Nominee Director is not required to hold any qualification shares and shall not be liable to retire by rotation . His/Her appointment shall not be sub'ect to the approval of your Board of Directors or the genera ody of shareholders and shall be valid and - effective for all purposes notwithstanding an hing to the contrary contained in the Companies Act, 2013, or any other law for the time being in force or in your Memorandum and Articles of Association or any other related instrument.
• 1. By virtue of Section 32 (2) of Exim Bank Act, Exim Bank's Nominee Director shall:
• (a) hold office during the pleasure of Exim Bank and may be removed or substituted by any person by an order in writing of Exim Bank;
• (b) not incur any obligation or liability by reason only of his being a director or for anything done or omitted to be done in good faith in the discharge of his duties as a director or anything in relation thereto;
• (c) not be taken into account for computing the number of directors liable to retirement by rotation.
• 1. The sitting fees or any other remuneration payable to Exim Bank's Nominee Director for attending meetings of the Board/Committee shall accrue to Exim Bank and shall be paid by you directly to Exim Bank. The Company shall also reimburse all travelling and halting allowances and any other expenses payable by Exim Bank to its Nominee Director in connection with his /her attending such meetings. Exim Bank's Nominee Director would submit a claim to the Company for reimbursement of the amount incurred by him/her towards travelling and halting allowances. It may therefore, please be ensured that the amounts of sitting fees, and the travelling and halting allowances payable to Exim Bank's Nominee Director by the Company in respect of the Board/Committee Meetings attended by the Nominee Director, are paid at the concerned Meeting itself by means of a crossed demand draft/pay order drawn in favour of Export-Import Bank of India, Mumbai.
• 1. The Company shall give a minimum of seven days' notice to the Nominee Director and to Exim Bank of the ensuing Board/Committee meeting and shall forward the agenda items and copies of all papers circulated amongst directors of the Company including background papers, sufficiently in advance to the Nominee Director as also to Exim Bank's Chief General Manager - Corporate Banking at Exim Bank's Head Office. Copies of minutes of the proceedings of the meetings of the Board/Committee shall be furnished to

EXPORT-IMPORT BANK OF INDIA

~iill~l« ql?",,,, '3"Q' 11"i'l f.mTq;

Debasish Mallick Deputy Managing Director

DMDM:139:19

January 31, 2019

Mr. Ramesh Babu Potluri Chairman and Managing Director SMS Pharmaceuticals Ltd. . Plot No. 19-111, Opp. Bhartiya Vidya Bhavan Public School Road No. 71, Jubilee Hills, Hyderabad - 500096.

Dear Sir,

EximBank Nominee Director: Withdrawal

We hereby withdraw our nomination of Mr. Utpal Gokhale, General Manager from the Board of your Company. Accordingly, Mr. Utpal Gokhale ceases to be the Nominee Director of the Company, with immediate effect.

We would like to take this opportunity to express our sincere appreciation for the excellent cooperation and courtesies extended to Mr. Utpal Gokhale, and look forward to the continued growth of our business relationship.

Yours faithfully,

(Debasish Mallick) ~,