Venmax Drugs & Pharmaceuticals Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting the 37^th Annual Report of the Company, together with the Audited accounts for the financial year ended 31^st March 2026.

Financial Highlights (Rs. In Lakhs)

Particulars	2025-2026	2024-2025
Sales	802.49	80.73
Other Income	16.04	105.32
Total Income	818.53	186.05
Total Expenses	790.83	187.46
Profit/(Loss) Before Tax	27.70	(1.41)
Current Year Tax	2.88	0.00
Deferred Tax	(0.01)	(0.36)
Profit/(Loss) After Tax	24.82	(1.05)

State of Company Affairs

The Company is engaged in the business of pharmaceutical products, drug intermediates and APIs. During the year under review, the Company achieved a turnover of Rs. 802.49 Lakhs as against Rs. 80.73 Lakhs during the previous financial year and earned a profit of Rs. 24.82 Lakhs. The Board of Directors of the Company is exploring new business opportunities and is confident of expanding and strengthening the Companys business operations in the coming years.

Dividend

In view of the Companys future business plans and the need to conserve resources for business growth and expansion, the Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2026.

Transfer to Reserves

The Board of Directors has transferred an amount of Rs.24.82 Lakhs to the General Reserve during the year. Changes in Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company, which remained at Rs.22,00,00,000/- (Rupees Twenty-Two Crores Only) divided into 2,20,00,000 (Two Crore Twenty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The paid-up share capital of the Company increased from Rs.5,23,89,300/- (Rupees Five Crores Twenty-Three Lakhs Eighty Nine Thousand Three Hundred Only) divided into 52,38,930 (Fifty-Two Lakhs Thirty-Eight Thousand Nine Hundred and Thirty Only) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.11,58,29,300/- (Rupees Eleven Crores Fifty Eight Lakhs Twenty Nine Thousand Three Hundred Only) divided into 1,15,82,930 (One Crore Fifteen Lakhs Eighty Two Thousand Nine Hundred and Thirty Only) Equity Shares of Rs.10/- (Rupees Ten Only) each during the year due to the conversion of 63,44,000 Convertible Equity Share Warrants into an equal number of Equity Shares.

The 1,00,25,000 Convertible Equity Share Warrants were issued on a preferential basis during the previous financial year at an issue price of Rs.20/- per warrant. As on March 31, 2026, 36,81,000 Convertible Equity Share Warrants remained outstanding and were pending conversion into Equity Shares.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 12th November 2025 approved a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, providing for the amalgamation of Hatri Pharma Private Limited ("Transferor Company") with Venmax Drugs and Pharmaceuticals Limited ("Transferee Company").

Pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submitted the draft Scheme of Amalgamation/Merger to the stock exchanges and successfully received the No Objection Certificate (NOC) from BSE Limited on May 15, 2026.

Following the receipt of the NOC from BSE, the Company filed a First Motion Application before the Honorable National Company Law Tribunal (NCLT), Hyderabad Bench on August 1, 2026 for approval of the draft Scheme of Amalgamation/Merger between Hatri Pharma Private Limited (Transferor Company) and Venmax Drugs & Pharmaceuticals Limited (Transferee Company). The Company is awaiting for registration of the application filed with the Tribunal.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred between 31^st March 2026 and August 31, 2026 (Date of the Report)

Out of 36,81,000 Convertible Equity Share Warrants of Rs.20/- each outstanding as on March 31, 2026, the Company has received the requisite subscription/call money and converted 29,00,999 warrants into 29,00,999 Equity Shares of Rs.10/- each.

The balance 7,80,001 Convertible Equity Share Warrants were forfeited by the Board of Directors due to nonpayment of the requisite subscription/call money by the respective warrant holders, after providing the prescribed notice of forfeiture to the warrant holders.

Nature of Business

The Company is engaged in the business of business of pharmaceutical products; drug intermediaries & API’s etc. and there has been no change in the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

A copy of the Annual Return for the F.Y 2025-26 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3) (a) and is available at the following link: www.venmaxdrugs.com

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 or Loss of the Company for the Year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Swapneswar Mishra (DIN: 09594775), who retires by rotation at the conclusion of this 37^th AGM and offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his re- appointment.

b. Composition of Board of Directors

As on March 31, 2026 the Board constitutes the following directors:

Sl. No. Name of Director	DIN	Designation
1 Mr. Venkata Rao Sadhanala	02906370	Managing Director
2 Mr. Dasi Reddy Rakesh	071 1 2785	No n-Executive, Non-Independent Director
3 Mr. Swapneswar Mishra	09594775	Non-Executive, Non-Independent Director
4 Mr. Gundluru Reddeppa	10419527	Non-Executive, Independent Director
5 Mrs. Padmaja Kalyani Sadhanala	03096445	Non-Executive, Non-Independent Director
6 Revoor Ramachandra	00490051	Non-Executive, Independent Director

c. Changes in Directors and KMP:

During the period ended 31^st Mach 2026 the following changes took place in the Directors and KMP.

Sl. No Name of Director/KMP	Nature of Change	Date of such change
1 Mrs. Pilli Meena Kumari	Resigned as (Non-Executive Independent Director)	02/09/2025
2 Mrs. Dakshita Jain	Appointe d as Additional Director (Non-Executive Independent Director)	02/09/2025
3 Mrs. Dakshita Jain	Resigned as ( Non-Executive Independent Director)	24/11/2025
4 Mr. Venkata Rao Sadhanala	Change in designation from Whole Time Director to Managing Director	11/03/2026
5 Mrs. Padmaja Kalyani Sadhanala	Appointed as Additional Director (Non-Executive Non-Independent Director)	30/03/2026
6 Revoor Ramachandra	Appointed as Additional Director (Non-Executive Independent Director)	30/03/2026

d. Changes Subsequent the Financial Year

There were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company during the year under review and up to the date of this Directors Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘ Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange Earnings or Outflow.

Secretarial Audit

Pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/statutory provisions, if any, as amended from time to time, the Company at its 36^th AGM had appointed Kashinath Sahu & Co, Company Secretaries (Firm Registration Number: 4807) were appointed as Secretarial Auditors of the Company for a period of 5 consecutive years commencing from F.Y.2025-26 to F.Y. 2029-30. The Secretarial Audit Report for the F.Y. 2025-26 is annexed herewith as ‘Annexure-B‘.

During the year under review, there were no qualifications, reservations or adverse remarks reported by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his duties as Secretarial Auditor.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary on its compliance and forms an integral part of this Board’s Report as “Annexure- C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, 16 (Sixteen) Meetings of the Board were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried out annual evaluation / annual performance evaluation, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from the Independent Directors of the Company to the effect that they are Meeting the criteria of Independence as provided in sub-section (6) of section 149 of the Act and of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory Auditors of the Company at the 34^th AGM for a term of 5 consecutive financial year starting from 2023-24 to 2027-28 and shall hold office until the conclusion of 39^th Annual General Meeting. Your directors recommend their appointment. The said auditors have submitted their report for the financial year 2025-26 without any adverse remark.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act,2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition, Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the recommendation made by the Audit Committee during the period were accepted by the Board of Directors.

The Composition, details of meeting held, Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition, details of meeting held, Attendance, Powers and Role of the nomination & Remuneration Committee are included in Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship _Committee are included in Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the Stakeholders’ Relationship Committee. The Composition, details of meeting held, Attendance, Powers and Role of the Stakeholders Committee are included in Corporate Governance Report.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during the Financial Year under review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2025-2026, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

The related parties transactions entered by the Company during the period under review was done in the ordinary course of business and on arm’s length basis as such the provisions of section 188 of the Companies Act, 2013 and the same is detailed in form AOC - 2 as per Annexure-E to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Joint venture or Associate Company.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. The web link for the policy is as follows: www.venmaxdrugs.com .

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of determining materiality of an event or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

Policy on directors appointment, remuneration & other details

The Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company’s shareholders may refer the Company’s website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under subsection (3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concerns Status and Companys Operations in future

The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the Going Concern Status and Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period under review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts/Securities lying for a period of seven years. Therefore, there were no Funds/Securities which were required to be transferred to Investor Education and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to our Company

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from Trading in the Securities of VENMAX DRUGS AND PHARMACEUTICALS LIMITED at the time, when there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the Year under review, no complaint of harassment at the workplace was received by the Committee.

Acknowledgement

Your directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Consultants, Auditors, Suppliers, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.

Your directors also wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Date: August 31, 2026	By Order of the Board of Directors
Place: Hyderabad
	Sd/-	Sd/-
	Venkata Rao Sadhanala	Dasi Reddy Rakesh
	Managing Director	Director
	(DIN: 02906370)	(DIN: 07112785)