Venus Remedies Ltd

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 36^th Annual Report of Venus Remedies Limited ("Venus" or "Company") for the financial year ended 31^st March 2025 ("year under review" or "year" or "FY25").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March 2025.

(Rs. in lakhs, except per equity share data)

In FY 2024-25, Venus Remedies Limited reported strong results, with standalone revenue rising 11.17% to ?63,946.36 lakhs and consolidated revenue up 7.72% to ?64,788.60 lakhs. Profit After Tax grew significantly - 72.34% standalone to ?5,256.33 lakhs and 59.05% consolidated to ?4,531.47 lakhs. EPS improved to ?39.32 (standalone) and ?33.90 (consolidated).

With a diverse and high-quality product portfolio, Venus focuses on specialized therapeutic areas including anti-infectives (antibiotics), oncology, neurology, pain management, and skin and wound care. Through these segments, the company strives to meet the dynamic and evolving needs of global healthcare.

Acknowledging the urgent global threat of Anti-Microbial Resistance (AMR), Venus Remedies has taken a leadership role in combating this crisis. In alignment with the World Flealth Organization's recognition of AMR as a critical global health challenge, the company is deeply engaged in developing pioneering solutions to mitigate its impact.

The company's steadfast commitment to research and development is reflected in its strong product pipeline. By strategically balancing the production of generic drugs with R&D-led formulations, Venus maintains a competitive edge in the pharmaceutical industry. This approach ensures responsiveness to current medical needs while anticipating future healthcare demands.

Flarnessing advanced scientific knowledge and cutting-edge technology, Venus Remedies continues to lead in pharmaceutical innovation. Through its unwavering pursuit of transformative solutions, the company is dedicated to enhancing the quality of life for patients across the globe.

During the period under review, the Company did not undertake any issuance or allotment of shares. As a result, there has been no change in the paid-up share capital of the company during the FY 2024-25.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange (India) Ltd. The Company has paid the requisite annual listing fees to the National Stock Exchange of India Limited and BSE Limited for the FY 2025-26.

The Annual return for the FY 2023-24 has been placed on the website of the Company at https://venusremedies.com/ investorinformation

Board Committees and number of meetings of the Board and Board Committees:

As on the date of this report the Board has the following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee

(v) Executive Committee of Board of Directors

All the recommendations made by the Board committees, including the Audit Committee, were accepted by the Board.

The Board met 5 times during the year under review. The details of the meetingsare provided in the Report on Corporate Governance, which forms a part of this report.

Your Directors pursuant to Section 134(3)(c) of the Companies Act, 2013 state as follows:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2024-25 and of the profit and loss of the company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operate effectively.

(f) the directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All Independent Directors have duly submitted the requisite declarations, confirming their compliance with the prescribed independence criteria under Section 149(6) of the Companies Actand Regulation 16(1 )(b) of the Listing Regulations. They have affirmed their independence and adherence to the Code of Conduct specified in Schedule IV of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency, expertise and holds highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ('MCA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

In accordance with Section 134(3) of the Companies Act, 2013, the Company has established a nomination and remuneration policy. This policy serves as a frameworkfor determining the qualifications, competencies, positive attributes, and independence criteria for directors. It also recommends to the Board a remuneration policy for directors, key managerial personnel, and other senior management.

The policy encompasses various aspects, including the formulation of evaluation criteria for Independent Directors and the Board, the development of a policy on Board diversity, and the identification of qualified individuals for directorship and senior management positions. The policy further recommends their appointment and removal, ensuring a diligent and objective selection process.

The Committee responsible for the nomination and remuneration policy is tasked with handling all aspects of the remuneration package for Whole-time Directors. Furthermore, the Committee evaluates the performance of the Board and provides recommendations for all forms of remuneration payable to senior management.

To access the detailed Nomination and Remuneration Policy, interested parties can visit the Company's official website at www.venusremedies.com.

This policy demonstrates the Company's commitment to ensuring transparent, fair, and accountable processes in the appointment, remuneration, and evaluation of directors and senior management. By adhering to this policy, the Company promotes good governance practices.

At 34^th Annual General Meeting of the company, shareholders have appointed M/sJ.K. Jain & Associates, Chartered Accountants (Registration No. 004025N) as the Statutory Auditors of the Company for a term of 5 years i.e. upto the conclusion of ensuing 39^th AGM. The Auditor's Report for the financial year ended 31^st March, 2025, has been issued with an unmodified opinion, by the Statutory Auditors.

No fraud has been reported by auditors under subsection (12) of section 143.

The Company had appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409) as the Secretarial Auditor of the Company for financial year 2024-25.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to the stock exchanges within the statutory timelines. The Secretarial Audit Report and the Secretarial Compliance Report does not contain any qualification, reservation, observation or adverse remarks. The secretarial audit reportand Secretarial compliance reportfor FY 2024-25 forms part of Annual Report as Annexure-1.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s P. Chadha & Associates, Company Secretaries, to conduct the secretarial audit of the Company for five financial years commencing from FY 2025-26, subject to the approval of Shareholders in ensuing Annual General Meeting. M/s P. Chadha & Associates, Company Secretaries have confirmed their eligibility for the said appointment.

C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the Cost Auditor to conduct the audit of Company's cost records for the financial year ended 31^st March, 2025.

The Board of Directors, on the recommendation of the Audit Committee, has appointed C. L. Bansal & Associates, Cost Accountants, to conduct the cost audit of the Company for FY 2025-26. They have confirmed their eligibility for the said appointment.

The Cost Auditor will submit their reportfor FY 2024-25 by the due date. The Cost Audit Report, for the year ended 31^st March, 2024, was filed with the Central Government within the prescribed time. The Company maintains the cost records as per the provisions of Section 148(1) of the Act. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY 2025-26 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The proposal forms a part of the notice of the AGM.

During the year under review, the Cost Auditors have not reported to the Audit Committee.

Company had appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2024-25. For the Financial Year 2025-26 also Company has appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors.

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments, if any are provided as part of the financial statements under this report.

The Company has no Joint Venture or Associates as defined in the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GrnbFI located in Germany. The financial statement of the subsidiary forming part of this annual report in consolidated financial statement. Separate audited accounts are placed on the Company website www.venusremedies.com.

Venus Pharma GrnbFI, the wholly owned foreign subsidiary has incorporated its wholly owned subsidiary in Flungary with name ofVenus Pharma Kft.

In accordance with Section 129(3) of the Companies Act, 2013, statement on the performance and financial position of the Subsidiary Company in the specified format AOC-1 is annexed to the Directors' Report as Annexure-2.

The policy on Related Party Transactions is available on the website of the Company and can be accessed through the website http://www.venusremedies.com. All contracts/ arrangements/ transactions entered into by the Company during the year under review with the related parties were on an arm's length basis.

Particulars of Contracts or Arrangements made with related parties as required under Section 134(3)(h) and 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-3 and also forms part of the financial statement in annual report. Related Party Transactions as per regulation 34(3) and schedule V of Listed Regulations are forming part of the Financial Statements

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

During the period of review the Company has not transferred any amount to Reserves & Surplus.

The Board has not recommended the dividend for the year 2024-25.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Dividend Distribution policy do not applicable on the Company.

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company and date of this report.

During the review period there were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

The prescribed particulars as required under section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014 are set out in the Annexure-4 & 5 forming a part of this report.

The Company has established robust risk assessment and mitigation procedures to address the uncertainties inherent in its operating sectors. In a constantly evolving business environment, new risks continually emerge, requiring proactive and effective management.

To ensure comprehensive coverage, risks are classified as Critical, Major, or Minor. Each is systematically evaluated, with appropriate controls implemented to minimize or mitigate potential impacts. By identifying risks across all business processes, the Company maintains strong internal controls to reduce exposure.

The Board of Directors provides strategic oversight of risk managementactivities, regularly reviewing the RiskManagement Policy to ensure its relevance and alignment with the Company's objectives. Through this proactive and structured approach, the Company aims to protect its operations, safeguard stakeholder interests, and strengthen its resilience.

A comprehensive performance evaluation was conducted for all members of the Board, including the Board as a whole and

its various committees. The evaluation framework was carefully developed in accordance with the provisions of the Companies Act, 2013, the Listing Regulations, and the Guidance Note on Board Evaluation issued by SEBI.

The process employed a structured questionnaire incorporating qualitative parameters, along with a rating-based feedback mechanism, to ensure a holistic assessment of the Board's functioning and effectiveness.

The evaluation of individual directors and the Board collectively was carried outas perthe prescribed legal framework.The criteria and methodology adopted by the Board are detailed in the Corporate Governance Report, which forms part of the Company's Annual Report.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

The Company has implemented a comprehensive policy to prevent sexual harassment of women in the workplace. In adherence to the provisions outlined in the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013, the Company has successfully established an Internal Complaint Committee.

During the review period, the Company did not receive any complaints of harassment, affirming the effectiveness of our preventive measures and the commitment to maintaining a safe and respectful work environment for all employees, especially women.

Company has not issued any shares with Differential Rights.

During the year under review. Company has not issued any Sweat Equity shares or Employee Stock Options.

A detailed report on Company's CSR initiatives has been provided in the Annexure 6-forming part of Directors report. Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.

A detailed report on the Management discussion and analysis is provided as a separate section in the annual report.

During the year, no event happened which had any impact on the affairs of the Company.

No promoter holding is under pledge.

There is no change in the nature of business of the Company.

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

During FY 2024-25, no employee is taking remuneration ?102 lakhs or more and employees employed for part of the year and in receipt of remuneration of ?8.50 lakhs or more per month in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014. Particulars of employees pursuant to section 134 (3) (q) of the Companies Act, 2013, read with rules thereunder, annexed as annexure - 7 to the Directors' Report.

The company operates not only within the regulatory framework but is also guided by broader business ethics. The idea is to ensure good conscience, transparency, integrity and openness which would lead to accountability of the persons in charge of the company and bring benefits to investors, customers, creditors, employees and the society at large.

During the year no shares (Equity or any other class) or warrants were issued or allotted.

During the year no dividend or shares were due to be transferred to Investor Education and Protection Fund.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company at https:// venusremedies.com/investorinformation The shareholders are encouraged to verify their records and claim their dividends of all the earlieryears, if not claimed.

The Company has followed prescribed Indian Accounting Standards (Ind AS) in preparation of its financial statements.

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31⁵¹ March, 2025 forms an integral part of the Financial Statements.

Company has adopted Vigil Mechanism/Whistle blower policy and same is available on Company Website www.venusremedies.com.

A detailed note on the Board and committee meetings including the composition is given in the Corporate Governance Report which forms part of the Annual Report.

Dr. Suresh Kumar Chadha (DIN: 00449766) Non-Executive Independent Director and Dr. Gilbert Wenzel ( DIN: 01492035) Non-Executive Independent Director of the Company have completed their terms during the financial year 2024-25.

During the year Dr. Anil Kumar (DIN 10718262) and Mr. Jagdish ChanderSharma (DIN 00195489) have been appointed as the Non Executive Independent Director of the company with effect from 13^th August, 2024 for five consecutive years.

Mr. Akshansh Chaudhary (DIN: 08786627) retires at the ensuing Annual General meeting and being eligible, has offered himself for reappointment.

The Board of Directors appointed Mr. Navdeep Sud as the Independent Director for the second term with effect from 19^th June, 2025 for five years.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'), the Company has formulated the Code of Conduct for Prevention of Insider Trading ("Code") to regulate and monitor trading by Designated Persons (DPs) and their immediate relatives. The Code, inter alia, lays down the procedures to be followed by DPs while trading/ dealing in Company shares/ derivatives and while sharing Unpublished Price Sensitive Information (UPSI). The Code includes the Company's obligation to maintain the digital database, mechanism for prevention of insider trading and handling of UPSI, process to familiarise with the sensitivity of UPSI, transactions which are prohibited and manner in which permitted transactions in the securities of the Company shall be carried out.

The Company has established a robust system of internal financial controls to ensure the orderly and efficient conduct of its business. These controls support adherence to Company policies, safeguard

assets, prevent and detect frauds and errors, ensure the accuracy and completeness of accounting records, and enable the timely preparation of reliable financial information.

To strengthen this framework, the Company has appointed auditors to review and assess internal financial controls in line with applicable accounting standards. Comprehensive policies and Standard Operating Procedures (SOPs) have been developed for various business processes. These controls and procedures are subject to continuous monitoring and evaluation.

The internal audit function provides the Audit Committee and the Board of Directors with independent, objective, and reasonable assurance regarding the adequacy and effectiveness of the Company's risk management, control,and governance processes.

The Board of Directors of the Company, based on a legal opinion, has resolved to write off the time-barred unsecured Foreign Currency Convertible Bond (FCCB) liability of ?38.68 crores, which has remained unclaimed for over 10 years and is no longer legally enforceable under applicable laws. Accordingly, the outstanding principal amount of the FCCB liability of ?28.77 crores has been transferred to the Capital Reserve, considering its nature as a capital receipt, while the accrued interest component of ?9.91 crores, being revenue in nature, has been recognized as an exceptional item in the Statement of Profit and Loss for the year ended 31^st March, 2025.

Our digital transformation journey is anchored by Project ONE, a pioneering initiative aimed at creating a seamless, data-driven organisational ecosystem. Through robust in-house systems like Documenso.and SpineNextGen ERP, we've unified data, promoted paperless operations, and empowered every department with tailored digital solutions—from ELNs in R&D and Al-enabled shopfioor monitoring, to CRM expansions and real-time sales tracking in Marketing. Innovative tools like ClickUp, Notion, and PharmaWRKare streamlining workflows, while Al-powered platforms, loT sensors, and predictive analytics are optimising plant operations and supply chain logistics. With upcoming integrations like Luna Intelligence, we are set to further enhance ERP capabilities and drive intelligent, scalable growth across the organisation.

At Venus Remedies, safety, health, and environmental responsibility form the cornerstone of our sustainable growth. In FY25, we reinforced a safety-first culture through rigorous

training, automated systems, and enhanced infrastructure, resulting in only two minor injuries. Our safety framework includes robust incident response, PPE tracking, and CAPA-driven continuous improvement. Employee health was strengthened through regular medical check-ups, stress management programs, and full company-funded insurance coverage. On the environmental front, we reduced over 1.1 million kg of C0₂ emissions through energy optimisation and achieved ISO 14064-1 certification. Wastewater is treated and reused on-site, while green initiatives like plantation drives, water conservation, and recycling underscore our commitment to a greener future. With initiatives like our Venus Green Florizon Committee and upcoming solar and rainwater harvesting projects, we are firmly advancing toward long-term environmental sustainability and employee well-being.

There were no proceedings, either filed by the Company or against the Company, initiated or pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of 31^st March, 2025.

The Board extends its heartfelt appreciation to the diligent and committed employees who have contributed their valuable services across all levels of the organization. We are also grateful for the supportand wise counsel provided by various stakeholders, including analysts, bankers, government agencies, and investors. We acknowledge the guidance offered by our esteemed panel of advisors, as well as the cooperation received from regulatory authorities.

We extend our gratitude to our business associates and suppliers for their collaboration, as well as to the medical fraternity and patients who have entrusted us with their healthcare needs. Last but not least, we express our sincere thanks to our shareholders for their unwavering supportand the trust they have placed in Venus Remedies Limited.