Key Agenda Items & Resolutions

Ordinary Business

Item No. 1: Adoption of Financial Statements

  • To consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, together with reports of Board of Directors and Auditors.
  • Proposed as an Ordinary Resolution.

Item No. 2: Re-appointment of Director retiring by rotation

  • To re-appoint Prof. Seyed E Hasnain (DIN: 02205199) as a Director liable to retire by rotation.
  • Proposed as an Ordinary Resolution.
  • Profile: 72 years old, appointed on April 30, 2010, renowned molecular biologist, Padma Shri recipient. Attended 7/7 Board meetings in FY 2025-26. Holds no shares. Entitled only to sitting fees.

Special Business

Item No. 3: Approval of Related Party Transaction (RPT) for appointment to office of profit

  • To approve the appointment of Dr. Madhavi Jasti, MD (daughter of Chairman & MD Mr. Venkateswarlu Jasti and Whole-time Director Mrs. Sudha Rani Jasti) to an office of profit in the Company's Wholly Owned Subsidiaries (WOS) in USA and Singapore.
  • Role: Overseeing and managing medical affairs, regulatory coordination, and medical monitoring of all clinical development activities.
  • Effective Date: September 1, 2026.
  • Remuneration: USD 400,000 per annum initially, revisable subject to an aggregate maximum of USD 1,000,000 per annum.
  • Payment: To be borne and paid by the WOSs in USD outside India.
  • Rationale: Based on her professional qualifications (MD from USA, over 10 years of relevant experience) and business requirements of the WOSs. Deemed an arm's length transaction in the ordinary course of business.
  • Materiality: The proposed remuneration represents 53% of the Company's consolidated turnover for FY 2025-26 (C7.11 crore), classifying it as a Material RPT requiring shareholder approval under SEBI LODR Reg. 23(4) and Companies Act, 2013.
  • Previous Transactions: Nil, as the contract commences post-approval.
  • Shareholding of Related Party: Dr. Madhavi Jasti holds 1,000 equity shares in the listed entity.
  • Interested Parties: Mr. Venkateswarlu Jasti (Chairman & MD, holds 2,201 shares) and Mrs. Sudha Rani Jasti (Whole-time Director, holds 15,28,535 shares) are financially interested.
  • Voting Restrictions: Related parties as per SEBI LODR shall not vote on this resolution.
  • Proposed as an Ordinary Resolution. Approved by the Audit Committee and Board on July 8, 2026.

Item No. 4: Re-appointment of Dr. Vajja Sambasiva Rao as Independent Director

  • To re-appoint Dr. Vajja Sambasiva Rao (DIN: 09233939) as a Non-Executive Independent Director for a second consecutive term of five years, from January 21, 2027, to January 20, 2032.
  • Special Circumstance: Requires a Special Resolution as he will attain the age of 75 on January 21, 2027.
  • Justification: Based on performance evaluation, his extensive experience in project/financial management, strategic planning, and corporate governance. The Board believes his competence remains unimpaired.
  • Current Term: First term appointed from January 30, 2024, to January 20, 2027.
  • Qualifications: MSc and Ph.D. in Chemistry from BITS Pilani, former Vice-Chancellor of SRM University-AP.
  • Remuneration: Entitled only to sitting fees. Holds no shares in the Company.
  • Other Directorships: Resigned from Cohance Lifesciences Ltd. (formerly Suven Pharmaceuticals Ltd.) on September 29, 2023. Holds no other listed directorships.
  • Attended 7/7 Board meetings in FY 2025-26.
  • Proposed as a Special Resolution. Recommended by the Nomination and Remuneration Committee and approved by the Board on July 8, 2026.

Item No. 5: Variation in utilisation of Preferential Issue proceeds

  • To approve a variation in the utilisation of proceeds from the preferential issue approved by members on June 5, 2025.
  • Original Issue Details: 6,40,02,999 Convertible Warrants at C134 per warrant, aggregating C857.64 crores.
  • Reason for Variation: Reassessment of infrastructure requirements (lower CAPEX need) and increased funding needs for advanced clinical development programs.
  • Proposed Reallocation: Reduction in Object 1(c) (CAPEX for new R&D center) from C20,000 lakh to C12,500 lakh. Increase in Object 1(a) (clinical development expenses) from C40,000 lakh to C47,500 lakh. Objects 1(b) (R&D) and 2 (GCP) remain unchanged at C13,000 lakh and C12,764.02 lakh respectively.
  • Utilisation Status (as of March 31, 2026): Total raised: C85,764.02 lakh. Total utilised: C26,068.64 lakh. Unutilised balance: C59,695.38 lakh.
  • Breakdown of Utilisation:
  • Object 1(a): Utilised C18,878.64 lakh of revised C47,500.00 lakh allocation.
  • Object 1(b): Utilised C4,039.99 lakh of C13,000.00 lakh allocation.
  • Object 1(c): Utilised C298.72 lakh of revised C12,500.00 lakh allocation.
  • Object 2: Utilised C2,851.29 lakh of C12,764.02 lakh allocation.
  • Geographical Utilisation: Clinical development funds (Object 1a) may now be deployed through WOSs in both the USA and Singapore (originally only USA) for operational efficiency.
  • Monitoring Agency: CRISIL Ratings Limited is appointed. Reports showing nil deviation up to March 31, 2026, have been filed with stock exchanges.
  • Proposed as a Special Resolution. Recommended by the Audit Committee and approved by the Board on July 8, 2026.

AGM & Voting Details

  • AGM Date & Time: Tuesday, August 25, 2026, at 11:30 AM IST.
  • Mode: Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • Cut-off date for e-voting: Tuesday, August 18, 2026.
  • Remote e-voting period: From 9:00 AM IST on Friday, August 21, 2026, to 5:00 PM IST on Monday, August 24, 2026.
  • Scrutiniser: Smt. D. Renuka, Practicing Company Secretary (Membership No. A11963).
  • Annual Report Availability: Available at http://www.suven.com/annualreports.aspx

Financial Impact Disclosure

  • The remuneration for Dr. Madhavi Jasti (Item 3) is a material cash outflow for the WOSs, contractually capped at USD 1,000,000 per annum.
  • The variation in fund utilisation (Item 5) does not change the total amount raised (C857.64 cr) but reallocates the unutilised balance (C596.95 cr as of Mar 31, 2026) towards different objects within the approved purpose.