Remus Pharmaceuticals Ltd Directors Report

To the Members,

Remus Pharmaceuticals Limited

Your Directors are pleased to present the Tenth (10 th ) Directors Report of your company on the operations and performance along with the Audited Financial Statements and the Auditors Report thereon, for the year ended on March 31, 2025 ("year under review/2024-25/2025/FY25"). Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance (standalone and consolidated) for the Financial Year ended March 31, 2025 is summarized below:

Standalone & Consolidated Financial Highlights

( in crores except EPS)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24*	FY 2024-25	FY 2023-24*
Total Income	82.07	66.75	625.34	215.77
Total Expenses before Depreciation &	(53.18)	(42.94)	(574.67)	(183.98)
Finance cost
Profit / (Loss) before Depreciation &	28.89	23.81	50.67	31.79
Finance Cost
Depreciation	(1.87)	(1.12)	(1.87)	(1.12)
Finance Cost	(0.38)	(0.34)	(1.46)	(0.50)
Profit / (Loss) Before exceptional and extraordinary items and tax	26.64	22.35	47.34	30.17
Less: Exceptional items	-	-	-	-
Profit / (Loss) Before tax	26.64	22.35	47.34	30.17
Less: Current Year Tax and	(6.74)	(5.74)	(8.92)	(5.89)
Deferred Tax
Profit / (Loss) from continuing operations	19.90	16.62	38.42	24.28
Profit / (Loss) from discontinuing operations	-	-	-	-
Profit for the period	19.90	16.62	38.42	24.28
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss	81.74	83.83	81.87	84.70
(ii) Income Tax relating to items that will not be reclassified to profit or loss	(11.69)	(11.99)	(11.69)	(11.99)
B. (i) Items that will be reclassified to profit or loss	(0.07)	(0.09)	(0.07)	(0.01)
(ii) Income Tax relating to items that will be reclassified to profit or loss	0.02	0.02	0.02	0.02
Total Comprehensive Income for the period	89.90	88.39	108.55	97.01
Earnings Per Share (EPS)	33.75	29.40	65.21	42.97

* The Company voluntarily adopted IND- AS for the first time w.e.f. April 01, 2024, hence the financials for FY 2023-24 have been restated.

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS:

2.1 a. Standalone Performance

During the year under review, the standalone total income was 82.07 Crores ( 79.16 crores is revenue from operation), which is 22.95% higher than the previous years income of 66.75 Crores. The company recorded a profit of 19.90 Crores, showing an increase of 19.74% compared to the previous years profit of 16.62 Crores. EPS of the Company stood at 33.75 per share as compared to last years of 29.40 per share. b. Consolidated Performance

During the year under review, the consolidated total income for the year was 625.34 Crores ( 620.36 crores is revenue from operation), which is 189.92% higher than the previous years income of 215.77 Crores. The consolidated profit stood at 38.42 Crores, reflecting a 58.23% increase over the previous years profit of 24.28 Crores.

2.2 Details of utilisation of proceeds from Initial Public Offer (IPO):

The Company had successfully concluded its maiden public issue of equity shares during the year 2023-24 aggregating to 47.69 Crores. 3,88,000 equity shares of the company were listed on the NSE (EMERGE) Platform on May 29, 2023.

The details of utilisation of IPO proceeds as on March 31, 2025 is as follows:

(Amount in Crores)

Objects of the Issue	Amount Allocated for the Object	Amount Utilized	Balance available in HDFC Bank
Public Issue Expenses	1.00	1.00	-
To meet working capital requirements	30.31	30.31	-
Funding investment for acquisition and General Corporate Purpose	16.38	16.38	-
Total	47.69	47.69	-

During the year under review, the Company successfully utilized the funds raised through its Initial Public Offering (IPO) in accordance with the objectives stated in the offer document. The utilization of IPO proceeds has been monitored by the Audit Committee and is in compliance with the applicable regulatory requirements.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Board reports that no material changes and commitments affecting the financial position of the

Company have occurred between the end of the financial year ending March 31, 2025 and the date of this Report.

4. DIVIDEND:

During the year under review, the Directors have declared 1 st interim dividend of 1.00/- (Rupee One only) per equity share of 10/- (Rupees Ten only) each. The Directors of your Company have recommended final dividend of 0.50 (Fifty paise only) for the financial year 2024-25.

The total dividend pay-out for FY2024-25 is 1.5/- (One Rupee and Fifty paise only) per equity share of 10/- each [previous year 6/- (Rupees Six only) per equity share of 10/- (Rupee Ten only) each].

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy. The policy is available on the website of the Company at https://remuspharma.com/ policies/.

Pursuant to the Finance Act, 2020 (the Act for this section), dividend income is taxable in the hands of Members and the Members are requested to refer to the Finance Act, 2020 and amendments thereof.

As per the Act, your Company is expected to deposit 10% of the dividend to the Income Tax Department as TDS on your behalf. Members can submit their tax-exemption forms along with other required documents to the Company at cs@remuspharma.com. The requisite form for claiming tax exemption can be downloaded from Companys RTA i.e., MUFG Intime India Private Limiteds website. The URL for the same is https://web.in.mpms.mufg.com/client-downloads. html -> On this page, select the General tab. All the forms are available under the head "Form 15G / 15H / 10F".

5. CHANGE IN THE NATURE OF THE BUSINESS:

During the Financial Year 2024-25, there was no change in the nature of business of the Company and continues to be in the same line of business as per the main object of the Company.

6. REGISTERED OFFICE:

During the Financial year 2024-25, there was no change in registered office address.

7. FINANCE:

During the year, the Company created a charge of 1.50

Crores, which was duly registered with the appropriate authority. The borrowing is made from HDFC Bank Limited. The members of the Company, at the Annual General Meeting held on September 20, 2024, approved the enhancement of the Companys borrowing limits up to 50 crores, along with the limit for the creation of charges, mortgages, liens, pledges, or hypothecations on the

Companys assets for an amount not exceeding 50 crores.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Companys Directors make the following statement pursuant to Sections 134(3)(c) and 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: a. In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures; b. The Directors have 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 and of the profit of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d. The Directors have 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 operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding 10 Crore and Net worth not exceeding 25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate

Governance are not applicable to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

10. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF THE BOARD OF DIRECTORS: a. Board meetings:

The Board of the Company meets regularly to discuss various business matters. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. Additionally, the board has also constituted management committee to carry out day-to-day activities and for taking prompt decisions/actions, efficient management and better administration and co-ordination.

The Company had 06 Board meetings during the financial year under review on:

Sr. No.	Date of Meeting	Sr. No.	Date of Meeting
1.	23.04.2024	4.	14.08.2024
2.	16.05.2024	5.	09.11.2024
3.	10.06.2024	6.	27.02.2025

Attendance of Directors in the Meetings:

Sr. No.	Name of Director	Designation	Number of Board Meetings attended during the year
1.	Mr. Arpit Deepakkumar Shah	Managing Director	6/6
2.	Mr. Swapnil Jatinbhai Shah*	Chairman and Whole- Time Director	6/6
3.	Ms. Roma Vinodbhai Shah	Whole- Time Director	6/6
4.	Mrs. Anar Swapnil Shah**	Whole- Time Director	5/6
5.	Mr. Vishrut Pathak	Non- Executive, Independent Director	2/6
6.	Mr. Balwant Purohit	Non- Executive, Independent Director	4/6
7.	Ms. Sanjana Sanjeev Shah	Non- Executive, Independent Director	5/6

*Change in designation of Mr. Swapnil Jatinbhai Shah from Chairman & Whole -Time Director to Chairman & Non- Executive, Non- Independent Director w.e.f. May 18, 2025

**Change in designation of Mrs. Anar Swapnil Shah from Whole- Time Director to Non- Executive, Non- Independent Director w.e.f. May 18, 2025

The time gap between two consecutive Board meetings was less than 120 days, and the requisite quorum, as prescribed under the Act and the Listing Regulations, was present at all meetings b. Appointment & Re-appointment of Directors:

1. Retire by Rotation

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the

Company, Mr. Arpit Deepakkumar Shah (DIN: 07214641) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The

Directors recommend the resolution relating to the re-appointment of Mr. Arpit Deepakkumar

Shah (who is liable to retire by rotation), as Director of the Company.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of Mr. Arpit Deepakkumar Shah are furnished in the Annexure-A to the Notice of the 10th AGM.

2. Re- appointment of Directors

2.1. Re-appointment of Mr. Arpit Deepakkumar Shah as the Managing Director, to hold office for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive)

In terms of Section 196 of the Act, the Nomination and Remuneration Committee (NRC) of the Board of Directors of the

Company at its meeting held on August 29, 2025, recommended the reappointment of Mr. Arpit Deepakkumar Shah (DIN: 07214641) as the Managing Director of the

Company for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive) and liable to retire by rotation.

The Board of Directors at its meeting held on August 29, 2025, discussed and approved the proposal of the NRC for the reappointment of Mr. Arpit Deepakkumar Shah. Further details regarding the reappointment of Mr. Arpit Shah forms part of the 10 th AGM Notice.

2.2. Re-appointment of Ms. Roma Vinodbhai

Shah as a Whole Time Director, to hold office for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive)

In terms of Section 196 of the Act, the Nomination and Remuneration Committee (NRC) of the Board of Directors of the

Company at its meeting held on August 29,

2025, recommended the reappointment of

Ms. Roma Vinodbhai Shah (DIN: 07214632) as a Whole Time Director of the Company for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15 , 2029 (both days inclusive) and liable to retire by rotation.

The Board of Directors at its meeting held on August 29, 2025, discussed and approved the proposal of the NRC for the reappointment of Ms. Roma Shah. Further details regarding the reappointment of Ms. Roma Shah forms part of the 10 th AGM Notice.

2.3. Re-appointment of Mr. Swapnil Jatinbhai Shah as the Chairman and Non- Executive, Non- Independent Director, to hold office for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive)

In terms of Section 152 of the Act, the Nomination and Remuneration Committee (NRC) of the Board of Directors of the

Company at its meeting held on August 29, 2025, recommended the reappointment of

Mr. Swapnil Jatinbhai Shah (DIN: 05259821) as the Chairman and Non- Executive, Non- Independent Director of the Company for a period of 3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive) and liable to retire by rotation.

The Board of Directors at its meeting held on August 29, 2025, discussed and approved the proposal of the NRC for the reappointment of Mr. Swapnil Shah. Further details regarding the reappointment of Mr. Swapnil Shah forms part of the 10 th AGM Notice.

2.4. Re-appointment of Mrs. Anar Swapnil Shah as a Non- Executive, Non- Independent

Director, to hold office for a period of

3 (Three) years i.e., commencing from January 16, 2026 to January 15, 2029 (both days inclusive)

In terms of Section 152 of the Act, the Nomination and Remuneration Committee (NRC) of the Board of Directors of the

Company at its meeting held on August 29, 2025, recommended the reappointment of Mrs. Anar Swapnil Shah (DIN: 06895297) as the Non- Executive, Non- Independent

Director of the Company for a period of 3 (Three) years i.e., commencing from January

16, 2026 to January 15, 2029 (both days inclusive) and liable to retire by rotation. The Board of Directors at its meeting held on August 29, 2025, discussed and approved the proposal of the NRC for the reappointment of Mrs. Anar Shah. Further details regarding the reappointment of Mrs. Anar Shah forms part of the 10 th AGM Notice. c. Independent Directors:

In terms of the provisions of Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations the following are the Independent Directors of the Company:

Sr.	Name	DIN	Designation
No.
1.	Mr. Vishrut Chandramauli Pathak	03278445	Non- Executive, Independent Director
2.	Mr. Balwant Purohit	09806032	Non- Executive, Independent Director
3.	Ms. Sanjana Sanjeev Shah	09811689	Non- Executive, Independent Director

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the

Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Further, there has been no change in the circumstances affecting their status as Independent

Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

During the year under review, the Independent Directors met on March 18, 2025 without presence of Non - Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Companys Management and the Board.

d. Familiarization Program for Independent Directors:

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

e. Resignation, Cessation and changes in Directors and Key Managerial Personnel:

During the year under review there were no resignations or new appointments of Directors or Key

Managerial Personnel (KMP) of the Company.

Further, none of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and Listing Regulations.

Subsequent to the end of the financial year and up to the date of this Report, the following changes took place in the composition of the Board of Directors:

1. Mr. Swapnil Jatinbhai Shah (DIN: 05259821) conveyed his intention to step down as the Whole Time Director of the Company from closure of business hours on May 17, 2025, however, consented to continue as the Chairman and Non-Executive, Non- Independent Director of the

Company. Based on the recommendation of the

Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 17,

2025, approved his continued association as the

Chairman and Non- Executive, Non- Independent Director with effect from May 18, 2025 for the remaining period of his tenure.

2. Mrs. Anar Swapnil Shah (DIN: 06895297) conveyed her intention to step down as the Whole Time Director of the Company from closure of business hours on May 17, 2025, however, consented to continue as a Non-Executive, Non-Independent Director of the

Company. Based on the recommendation of

Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May

17, 2025 has approved her continued association as a Non- Executive, Non- Independent Director with effect from May 18, 2025 for the remaining period of her tenure.

f. Committees of the Board:

The Company has constituted the following Committees of the Board of Directors:

1. Audit Committee

The composition of the Audit Committee as on March 31, 2025 is as under:

Sr.	Name of Director	Designation	Nature of Directorship
No.
1	Mr. Vishrut Pathak	Chairperson	Non- Executive Independent Director
2	Mr. Balwant Purohit	Member	Non- Executive Independent Director
3	Ms. Sanjana Shah	Member	Non- Executive Independent Director
4	Mr. Arpit Shah	Member	Managing Director
5	Mr. Swapnil Shah	Member	Chairman and Whole-time Director*

* Change in designation of Mr. Swapnil Jatinbhai Shah from Chairman & Whole -Time Director to Chairman & Non- Executive, Non- Independent Director w.e.f. May 18, 2025

In accordance with the requirements of section 177 of the Act, the Board has established a qualified and independent Audit Committee. The committee comprises of 5 (Five) members and the majority of members are Independent Directors. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

Replace with this- During the year under review, the audit committee met 6(Six) times on April 23, 2024, May 16, 2024, August 14, 2024, November 09, 2024, January 11, 2025 and February 27, 2025.

2. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as on March 31, 2025 is as under:

Sr.	Name of Director	Designation	Nature of Directorship
No.
1	Mr. Balwant Purohit	Chairperson	Non- Executive Independent Director
2	Mr. Arpit Shah	Member	Managing Director
3	Mr. Swapnil Shah	Member	Chairman and Whole-time Director*

* Change in designation of Mr. Swapnil Jatinbhai Shah from Chairman & Whole -Time Director to Chairman & Non- Executive, Non- Independent Director w.e.f. May 18, 2025

In accordance with the provisions of section 178 of the Act, the Company has framed a Stakeholders Relationship Committee (SRC) that is responsible for handling investor grievances. The committee is comprised of 3 (Three) members, and the Chairperson of committee is an Independent Director.

As on March 31, 2025, no complaints are pending on the SEBI SCORES portal.

During the year under review, the Stakeholders Relationship Committee met 1(one) time on November 09, 2024.

3. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on March 31, 2025 is as under:

Sr.	Name of Director	Designation	Nature of Directorship
No.
1	Ms. Sanjana Shah	Chairperson	Non- Executive, Independent Director
2	Mr. Balwant Purohit	Member	Non- Executive, Independent Director
3	Mr. Vishrut Pathak	Member	Non- Executive, Independent Director

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee. In accordance with the provisions of Section 178 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), composition, terms of reference of which are in conformity with the said provisions. The committee comprises of 3 (Three) members and all the members are Independent Directors. During the year under review, the Nomination and Remuneration Committee met 1(one) time on August 14, 2024.

4. Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility Committee as on March 31, 2025 is as under:

Sr. No.	Name of Director	Designation	Nature of Directorship
1	Mr. Arpit Shah	Chairperson	Managing Director
2	Mr. Swapnil Shah*	Member	Chairman and Whole-Time Director
3	Ms. Roma Shah	Member	Whole-Time Director
4	Mr. Balwant Purohit	Member	Non- Executive Independent Director

* Change in designation of Mr. Swapnil Shah from Chairman & Whole -Time Director to Chairman & Non- Executive, Non- Independent Director w.e.f. May 18, 2025

The Corporate Social Responsibility Committee is responsible to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.To recommend the amount of expenditure to be incurred on the CSR activities and to Monitor the CSR activities undertaken by the Company.

During the year under review, the Corporate Social Responsibility Committee met met 2(two) times on May 16, 2024 and March 31, 2025.

g. Board Diversity:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure. h. Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of the performance of the Board and its Committees and of the Directors individually and the findings were thereafter shared with the Board Members as well as the Chairman of the Company.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the

Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The

Board of Directors expressed their satisfaction with the evaluation process.

i. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are as under:

Sr.	Name	Designation
No.
1	Mr. Arpit Shah	Managing Director
2	Mr. Swapnil Shah	Chairman and Whole - Time Director*
3	Ms. Roma Shah	Whole - Time Director
4	Mrs. Anar Shah	Whole - Time Director**
5	Ms. Anjali Shah	Chief Financial Officer
6	Ms. Deval Patel	Company Secretary

* Change in designation of Mr. Swapnil Shah from Chairman & Whole -Time Director to Chairman & Non- Executive, Non- Independent Director w.e.f. May 18, 2025

**Change in designation of Mrs. Anar Shah from Whole- Time Director to Non- Executive, Non- Independent Director w.e.f. May 18, 2025

11. MEETING OF MEMBERS OF THE COMPANY:

During the year under review, the Members of the Company met two times, in 9 th AGM held on September 20, 2024 and 1(One) Extra Ordinary General Meeting held on May 21, 2024 through VC/OAVM.

12. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has following Subsidiary Companies as on

March 31, 2025:

Relius Pharma SRL, a subsidiary in Bolivia having office at Avenue4 th Ring, Building Torre Duo, Floor 16, Department/Local/Office: B, No. 4200, Street: Equipetrol, U.V. 0059, MZA. 0055, Santa Cruz, Bolivia, with 99% shareholding.

Espee Global Holdings LLC, a subsidiary in United States of America having office at 1701 E Rd, Suite 636, Schaumburg, Illinois 60173, with 56.67% membership interest.

Espee Biopharma & Finechem LLC, step down subsidiary of Espee Global Holdings LLC having office at1701 Woodfield Rd, Suite 636, Schaumburg, Illinois 60173.

Relius Pharmaceuticals LTDA, a subsidiary in Guatemala having office at6 th Avenue 1 - 36, Zone 14, Plaza Los Arcos Building Level 5, Office 5A, Guatemala Guatemala, with 99% shareholding.

The Company does not have a wholly-owned subsidiary as on March 31, 2025. There was no joint venture during the

Financial Year under review.

Furthermore, after the closure of the financial year and prior to the date of this Report, a subsidiary company in name and style of Espee Global Clinical Trial Services Private Limited was incorporated in India on July 24, 2025.

There has been no material change in the nature of the business of the Subsidiary Company/(ies) and further, pursuant to the provisions of Section 129(3) of the Act, read with applicable rules of the Companies (Accounts)

Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiaries in Form AOC-1 is attached to the Boards Report of the Company as

Annexure-A. Further, pursuant to the provisions of Section

136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Company are available on the website of the Company. The Company Secretary will make these documents available for inspection, electronically up to the date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.

13. AUDITORS AND AUDIT REPORTS: a. Statutory Auditors:

The Members of the Company at their 09 th Annual General Meeting held on September 20, 2024, had approved the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountant (Firm Registration No. 107361W) as the Statutory Auditors of the Company for a first term of five years from the conclusion of 09 th Annual General Meeting till the conclusion of the 14 th Annual General Meeting of the Company to be held in the calendar year 2029.

Statutory Auditors Report:

The notes of the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks. The Statutory Auditors, M/s. Pankaj R. Shah & Associates, have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. Further, the Directors have reviewed the Auditors Report.

b. Internal Auditors:

The Board upon recommendation of Audit Committee had appointed M/s. B.J. Patel and J.L Shah (FRN:

104148W) as the Internal Auditors of the Company in E its meeting held on May 16, 2024 to carry the internal audit for FY 2024-2025.

The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems.

Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.

Subsequent to the closure of financial year, the Board, upon recommendation of Audit Committee, have appointed Sharp and Tannan Associates, an independent firm of Chartered Accountants (FRN: 109983W), to act as an Internal Auditors of the Company for the Financial Year 2025-26.

c. Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, and Secretarial Audit for the Financial Year ended on

March 31, 2025, issued by Mr. Tapan Shah, Practicing Company Secretary (COP No.: 2839), Ahmedabad is annexed as Annexure-B and to this Report.

14. COST RECORDS:

The Company is not required to comply with the requirements of maintaining the cost records, specified by the Central Government, under provisions of Section 148(1) of the Act and accordingly no such records are made or maintained by the Company.

15. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In todays dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company were 68 as on March 31, 2025.

16. PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure-C to this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure-D to this report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CAUTIONARY STATEMENT:

A detailed chapter on Management Discussion and Analysis pursuant to the Regulation 34 of Listing Regulations, forms part of this Annual Report. The statements in this Annual Report, especially those with respect to Management Discussion and Analysis, describing the objectives of the Company, expectations, estimates and projections, may constitute forward looking statements within the meaning of applicable law. Actual results might differ, though the expectations, estimates and projections are based on reasonable assumptions. The details and information used in the said report have been taken from publicly available sources. Any discrepancies in the details or information are incidental and unintentional. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of date. The discussion and analysis as provided in the said report should be read in conjunction with the Companys financial statements included herein and the notes thereto.

19. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

The Board of Directors of the Company, in terms of sub-rule 4 of Rule 9 of the Companies (Management and Administration) Rules, 2014, has authorized Company Secretary and Compliance Officer as the Designated Person for the purpose of furnishing and extending co-operation for providing, information to the Registrar of Companies or any such other officer authorised by the Ministry Corporate Affairs with respect to beneficial interest in of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In accordance with Section 135 of the Companies Act,

2013, the Company became liable to contribute towards

Corporate Social Responsibility ("CSR") in the financial year 2024 25, having earned a net profit exceeding 5 crores in the financial year 2023 24. CSR provisions will continue to apply in the current financial year as well, since the Company has again recorded net profits exceeding 5 crores in FY 2024 25, as stipulated under Section 135 of the Act.

The CSR Policy of the Company is available on its official website. The Annual Report on CSR activities is annexed as Annexure-E and forms an integral part of this Report.

During the year, the Company has spent more than 2% of the average net profits of the three immediately preceding financial years, in compliance with CSR requirements.

21. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, and the amendments thereof, the Company has formulated and amended from time to time, a "Code of

Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the

Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company.

22. BORROWING:

Particulars of borrowing are given in the financial statements of the Company read with notes to financial statements which may be read in conjunction with this report.

23. INSURANCE:

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

24. RISK MANAGEMENT:

The members may please note that the Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

The Board of Directors of the Company have identified various risks and also has mitigation plans for each risk identified and it has a Risk Management system which ensures that all risks are timely identified and mitigated. The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals.

25. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal

Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place.

The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective internal control.

The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns. The

Companys Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information. The aforesaid Policy is also available on the website of the Company. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee.

27. POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:

In compliance with Section 178(3) of the Companies Act, 2013 the company has formulated Nomination and Remuneration Policy for determining qualifications, positive attributes and independence of directors and other matters related to appointment of Directors.

The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission),

Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of

Director and criteria for appointment and removal of

Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the

Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company

28. CODE OF CONDUCT:

The Directors have laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have affirmed compliance with the said Code for the Financial

Year under review.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31,

2025 is available on the website of the Company at https://remuspharma.com/annual-reports/.

30. LITIGATION:

There was no material litigation outstanding as on March 31,

2025 and the details of pending litigation, if any, including tax matters are disclosed in the Financial Statements.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans and guarantees given and the investments made under the provisions of Section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.

32. PARTICULARSOFCONTRACTSORARRANGEMENTS

WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN THE PRESCRIBED FORM:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. The material related party transactions entered into by the Company with the related parties during the financial year under review, are disclosed in Form AOC-2 annexed as Annexure-F as per Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. In line with the provisions of the Act the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Companys website. The Company has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Further, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements.

None of the Independent Directors have any pecuniary relationship with your Company.

33. LISTING FEES:

The Companys equity shares are listed under the SME Segment of the National Stock Exchange of India Limited ("NSE") popularly known as NSE EMERGE Platform since May 29, 2023. The Company confirms that it has paid the annual listing fees for the Financial Year 2025-26 to the NSE.

34. OTHER STATUTORY DISCLOSURES:

The disclosures in this Boards report have been made for the items prescribed in Section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review.

a. Public Deposits (Deposit from the public falling within the ambit of Section 73 of the Act and the Rules made thereof):

The 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 financial statements.

b. Share Capital: Authorised Capital:

The Authorized Share Capital of the Company is 2,00,00,000/- (Rupees Two Crore Only) divided into 2,00,000 (Two Lakhs) Equity Shares of 10 each.

During the year under review, the authorised share capital of the Company was increased from

2,00,00,000 (Rupees Two Crores), divided into 20,00,000 (Twenty Lakhs) equity shares of 10 each, to 12,50,00,000 (Rupees Twelve Crores Fifty Lakhs), divided into 1,25,00,000 (One Crore Twenty-Five Lakh) equity shares of 10 each. This increase was approved by the members of the Company through a resolution passed in the Extra-Ordinary General Meeting held on May 21, 2024.

Issued, Subscribed & Paid-Up Capital:

During the period under review, the Paid-up equity capital of the Company increased from 1,47,30,000/- to 5,89,20,000/- pursuant to bonus issue in ratio of 3:1. The Company allotted 44,19,000 equity shares having face value of 10 each on June 10, 2024. The trading of such bonus equity shares commenced on

June 20, 2024.

Further, during the period under review, your

Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.

Hence, as on 31/03/2025, the Paid up Share Capital of the Company was 5,89,20,000 (Rupees Five Crores and Eighty Nine Lakhs Twenty Thousand only) divided into 58,92,000 (Fifty Eight lakhs and Ninty

Two Thousand) Equity Shares of 10 (Rupees Ten only) each.

Further, after the completion of the financial year and before adoption of Boards report the Company allotted 58,92,000 equity shares pursuant to bonus issue in ratio of 1:1. Accordingly, paid- up share capital of the Company stood enhanced to 11,78,40,000.

The trading for the said equity shares began from July

08, 2025 pursuant to approval received from National Stock Exchange of India Limited (NSE), and hence paid up share capital increased upto 11,78,40,000 (Rupees Eleven Crores and Seventy Eight Lakhs Fourty Thousand only) divided into 1,17,84,000 (One crore and Seventy Lacs Eighty Four Thousand) Equity Shares of 10 (Rupees Ten only) each.

c. Issue of equity shares with differential rights as to dividend, voting or otherwise:

During the Financial Year under review, the Company has not issued shares with or without differential voting rights as to dividend, voting or otherwise.

d. Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

The Company has not issued any shares including sweat equity shares to any of the employees of the Company under any scheme during the Financial Year under review.

e. Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Companys operations in future:

During the year under review, there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

f. Disclosure under Section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money or the Company does not provide any loan or financial arrangement to its employees, for the purchase of its own shares. Accordingly, no disclosure is required under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

g. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA):

The Company has in place a Policy for prevention of

Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints

Committee has been set up to redress complaints received regarding sexual harassment. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.

h. Application or proceeding pending under Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code and hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

i. Difference between amounts of valuation:

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable for the period under this report.

j. Frauds:

During the financial year under review, neither the

Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under the provisions of section 143(12) of the Act, any instances of fraud committed against the Company by its officers employees, the details of which would need to be mentioned in the report of the Board.

k. Disclosure of accounting treatment:

The financial statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounting) Rules, 2014 as amended and other recognized accounting practices and policies, as applicable.

l. One-time settlement with Banks or Financial Institutions:

There was no instance of one-time settlement with any Bank or Financial Institution during the Financial Year 2024-25.

m. Statement on Compliance with Maternity Benefit

Provisions:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act. The

Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

35. SAFETY & ENVIRONMENT:

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.

36. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 10 th Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

37. SECRETARIAL STANDARDS:

The Company has complied with all the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review. or

38. ACKNOWLEDGMENT:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.

39. CAUTIONARY STATEMENT:

Statement in the Boards Report and the Management Discussion and Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Remus Pharmaceuticals Limited

Sd/-	Sd/-
Swapnil Jatinbhai Shah	Arpit Deepakkumar Shah
Chairman and Non-Executive,	Managing Director
Non- Independent Director	(DIN: 07214641)
(DIN: 05259821)

Date: August 29, 2025 Place: Ahmedabad