Venus Remedies Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 37th Annual Report of Venus Remedies Limited ("Venus" or "Company") for the financial year ended 31st March 2026 ("year under review" or "year" or "FY26").

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 31st March 2026.

FINANCIAL SUMMARY

(in Lakh, except per equity share data)

	Standalone		Consolidate
Particulars	For the year ended March 31,		For the year ended March 31,
	2026	2025	2026	2025
Revenue from operations	76,873.48	64,447.05	76,959.74	65,289.28
Other Income	1,145.05	1,577.28	1,258.39	1,594.89
Financial Charges	-	-	3.67	6.54
Depreciation	2,469.18	2,161.63	2,567.10	2,250.61
Profit before Tax & Exceptional items	13,067.43	6,916.19	13,415.33	6,191.32
Profit before Tax after Exceptional items	13,067.43	7,907.50	13,415.33	7,182.64
Profit After Tax	9,931.00	5,256.33	10,278.90	4,531.47
(a) Items that will not be reclassified to Profit & Loss (net of Tax)	11.23	(47.98)	11.23	(47.98)
(b) Foreign Currency Translation Reserve	-	-	(81.55)	(25.28)
(c) Items that may be reclassified to Profit & Loss account (net of Tax)	71.30	5.18	71.30	5.18
Total Comprehensive Income for the year	10,013.53	5,213.53	10,279.88	4,463.38
Earning per equity shares:
Basic	74.29	39.32	76.90	33.90
Diluted	74.29	39.32	76.90	33.90

OPERATIONS & COMPANYS STATE OF AFFAIRS

During the financial year ended March 31, 2026, Venus Remedies Limited delivered a strong operational and financial performance, reflecting the Companys continued focus on business growth, operational excellence and enhanced market penetration across domestic and international markets.

On a standalone basis, the Company recorded revenue from operations of 76,873.48 lakh as compared to 64,447.05 lakh in the previous financial year, registering a growth of 19.28%. Profit Before Tax (PBT) stood at 13,067.43 lakh against 7,907.50 lakh in the previous year, reflecting a significant increase of 65.25%. Profit After Tax (PAT) increased to 9,931.00 lakh from 5,256.33 lakh in FY 2024-25, registering a growth of 88.93%.

Total Comprehensive Income for the year amounted to

10,013.53 lakh as compared to 5,213.53 lakh in the previous year. Earnings per Equity Share (Basic and Diluted) increased to 74.29 per share from 39.32 per share in the preceding financial year, demonstrating the Companys improved profitability and enhanced value creation for shareholders.

On a consolidated basis, the Group achieved revenue from operations of 76,959.74 lakh as against 65,289.28 lakh in FY 2024-25, representing a growth of 17.87%. Consolidated Profit Before Tax stood at 13,415.33 lakh compared to 7,182.64 lakh in the previous year, while Consolidated Profit After Tax increased substantially to 10,278.90 lakh from 4,531.47 lakh, reflecting a growth of 126.83%.

The Group reported Total Comprehensive Income of 10,279.88 lakh during the year as compared to 4,463.38 lakh in the previous year. Consolidated Earnings per Equity Share (Basic and Diluted) improved to 76.90 per share as against 33.90 per share in FY 2024-25.

During the year, the Company continued to strengthen its position in key therapeutic segments and expand its presence across regulated and emerging markets. The improved financial performance was driven by higher sales volumes, an improved product mix & enhanced operational efficiencies. The Company also continued to invest in research and development, quality assurance systems, regulatory compliance, and technological advancements to support long-term sustainable growth.

Recognizing the growing global challenge of Anti-Microbial Resistance (AMR), Venus Remedies remained at the forefront of efforts to address this critical healthcare concern. In alignment with global initiatives aimed at combating AMR, the Company continued to focus on developing innovative pharmaceutical solutions and strengthening its portfolio of specialty and research-driven products. Its commitment to scientific excellence and innovation is reflected in a robust product pipeline designed to address evolving healthcare needs.

The Company continues to pursue a balanced business strategy by leveraging its strong generic pharmaceutical portfolio while simultaneously investing in differentiated, research-led formulations. This approach enables Venus Remedies to effectively meet current market demands while creating opportunities for future growth. By harnessing advanced scientific expertise, modern technologies, and a culture of innovation, the Company remains focused on delivering high-quality, affordable healthcare solutions and creating lasting value for patients, healthcare professionals, shareholders, and society at large.

The Board is pleased with the Companys performance during the year and remains confident about its future growth prospects. Supported by a strong product portfolio, robust manufacturing capabilities, increasing global footprint, and continued emphasis on innovation and sustainability, Venus Remedies is well-positioned to capitalize on emerging opportunities in the pharmaceutical sector and deliver sustainable value to all stakeholders.

CHANGE IN CAPITAL STRUCTURE

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 FY 2025-26.

LISTING OF SHARES

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 2026-27.

ANNUAL RETURN:

The Annual return for the FY 2024-25 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:

(iv) Audit Committee

(v) Nomination and Remuneration Committee

(vi) Corporate Social Responsibility Committee (vii) Stakeholders Relationship Committee (viii) 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. All the Board Meetings or committee meetings were held physically and the facility of participation at Board Meetings through video conferencing was provided to those Directors were unable to join physically.

Independent Directors of the Company had their separate meeting on 20th March 2026, in accordance with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations.

The details of the meetings are provided in the Report on Corporate Governance, which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

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 2025-26 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.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has received Declarations of Independence from all the Independent Directors confirming compliance with the requirements as stipulated under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that he / she is not disqualified from being appointed / re-appointed / continuing as an Independent Director as per the criteria laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. The Board has duly assessed the same as part of its annual performance evaluation. Further, the said declarations also confirm that the Independent Directors have registered their names in the Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

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

Further, the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed under Schedule IV of the Act and have adhered to the highest standards of corporate governance. The Board is necessary expertise and experience for performing their roles and responsibilities effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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 framework for 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 Companys official website at www.venusremedies.com.

This policy demonstrates the Companys 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.

STATUTORY AUDITORS AND THEIR REPORTS:

At 34th Annual General Meeting of the company, shareholders have appointed M/s J.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 39th AGM. The Auditors Report for the financial year ended 31st March, 2026, has been issued with an unmodified opinion, by the Statutory Auditors.

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

SECRETARIAL AUDITORS AND THEIR REPORTS:

The Company had appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409) as the Secretarial Auditor of the Company for 5 financial years with effect from FY 2025-26.

The Audit Committee periodically reviews the independence and objectivity of the Statutory Auditors, Internal Auditors and Secretarial Auditors and monitors the effectiveness of the audit process.

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 report and Secretarial compliance report for FY 2025-26 forms part of Annual Report as Annexure-1.

COST AUDITORS AND THEIR REPORTS:

C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the Cost Auditor to conduct the audit of Companys cost records for the financial year ended 31st March, 2026.

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 2026-27. They have confirmed their eligibility for the said appointment. The Cost Auditor will submit their report for FY 2025-26 by the due date.

The Cost Audit Report, for the year ended 31st March, 2025, 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 2026-27 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.

INTERNAL AUDITORS:

Company had appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2025-26. For the Financial Year 2026-27 also Company has appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors.

SECRETARIAL STANDARDS:

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

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:

Pursuant to Section 186 of the Companies Act 2013 and Regulation 34(3) read with Schedule V of the SEBI 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.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. The company has one wholly owned foreign subsidiary in the name of Venus Pharma GmbH located in Germany.

Venus Pharma GmbH, the wholly owned foreign subsidiary has incorporated its wholly owned subsidiary in Hungary with name of Venus Pharma Kft.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements and audited financial statements of the subsidiary(ies) are hosted on the Companys website at www.venusremedies.com.

Pursuant to the provisions of Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiary(ies) have been prepared and forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of the Companys subsidiaries and their contribution to the overall performance of the Company in Form AOC-1 is annexed to the Directors Report as Annexure-2

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(1) (c) of the Securities & Exchange Board of India (Listing Obligations

& Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, and the same is placed on the website at https://www.venusremedies.com. The Company has no material subsidiary.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Pursuant to the amendments in the SEBI Listing Regulations the Company has revised its Related Party Transactions Policy to align it with the requirements of the said Regulations. The updated Policy has been uploaded on the Companys website at www.venusremedies.com.

All Related Party Transactions (RPTs) entered into during FY 2025-26 were on an arms length basis and in the ordinary course of business and disclosed in the Financial Statements.

The Audit Committee has periodically reviewed the RPTs for FY 2025-26 and also approved the estimated RPTs for FY 2026-27, as required under the law.

There were no materially significant RPTs made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at Large.

The Company did not enter any transaction, contract or arrangement with related parties, that could be considered material in accordance with the Act, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The details of the related party transactions as per IND AS 24 have been provided in the standalone & Consolidated financial statements.

AUDIT COMMITTEE COMPOSITION

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

TRANSFER TO RESERVES:

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

DIVIDEND

The Board of Directors has recommended final dividend of C10/- (100%) per equity share of face value of C10/- each for Financial year 2025-26 and if approved by the members at the ensuing 37th Annual General Meeting ("AGM") would be paid to those members whose names appear in the Register of Members as on the Record Date mentioned in the Notice convening the AGM. The payment of dividend, if approved at ensuing AGM would be made after deduction of income tax at source.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, effective 19 November 2025, dividend, if declared by the members, shall be paid only through electronic modes. Accordingly, the Company would not be able to make dividend payments through physical instruments such as warrants and cheques.

DIVIDEND DISTRIBUTION POLICY

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

MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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-3 & 4 forming a part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

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 management activities, regularly reviewing the Risk Management Policy to ensure its relevance and alignment with the Companys objectives. Through this proactive and structured approach, the Company aims to protect its operations, safeguard stakeholder interests, and strengthen its resilience.

BOARD EVALUATION:

A comprehensive performance evaluation was undertaken for all members of the Board, including the Board as a whole and its various Committees. The evaluation framework was developed in accordance with the provisions of the Companies Act, 2013, the Listing Regulations. The process involved a structured questionnaire comprising qualitative parameters along with a rating-based feedback mechanism to ensure a holistic assessment of the Boards functioning and effectiveness. The evaluation of individual directors as well as the Board collectively was carried out in line with the prescribed legal framework. The criteria and methodology adopted by the Board are detailed in the Corporate Governance Report forming part of the Companys Annual Report.

KEY MANAGERIAL PERSONNEL:

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

Sr. No.	Names	Designation
1	Mr. Pawan Chaudhary	Managing Director
2	Mrs. Neha Kodan	Company Secretary
3	Mr. Pawan Chaudhary	CFO

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

Your Company firmly believes in fostering a safe, supportive, and inclusive workplace environment where its core values are reflected through responsible and respectful behaviour. A positive workplace culture and enriching employee experience remain integral to the Companys organizational philosophy. The Company continues to undertake various measures to ensure a workplace free from discrimination and harassment on the basis of gender.

The Company has implemented a comprehensive policy on prevention of sexual harassment of women at the workplace. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee to address and redress complaints relating to sexual harassment.

During the year under review, no complaints pertaining to sexual harassment were received by the Company, which reflects the effectiveness of the preventive measures adopted and the Companys continued commitment towards maintaining a safe, secure, and respectful work environment for all employees, particularly women.

SHARE CAPITAL y Issue of shares with di_erential rights

Company has not issued any shares with Differential Rights.

y Issue of sweat equity share

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Committee ("CSR") in terms of the requirements of Section 135 of the Companies Act, 2013 read with the rules made thereunder.

The CSR Policy and Annual Action Plan for financial year 2025-26 are available on the website of the Company at www.venusremedies.com .

The Chief Financial Officer of the Company has certified that the CSR funds disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board. The Annual Report on CSR for FY 2026 is annexed to this report as Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS

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

EVENT HAVING BEARING ON AFFAIRS OF THE COMPANY

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

PLEDGE OF PROMOTERS SHAREHOLDING

No promoter holding is under pledge.

CHANGE IN THE NATURE OF BUSINESS

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

DEPOSITS:

During the financial year ended March 31, 2026, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Rules framed thereunder. Hence, the Company does not have any unclaimed deposits as on the date of the Balance Sheet. The Company complies with the requirement of filing the requisite return with respect to amount(s) not considered as deposits.

PARTICULARS OF EMPLOYEES:

During FY 2025-26, no employee is taking remuneration C102 Lakh or more and employees employed for part of the year and in receipt of remuneration of C8.50 Lakh 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 – 6 to the Directors Report.

CORPORATE GOVERNANCE:

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.

SHARE/ WARRANTS ISSUED DURING THE YEAR:

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

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

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 earlier years, if not claimed.

DISCLOSURE OF ACCOUNTING TREATMENT

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

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31st March, 2026 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism Framework for Directors and Employees to report genuine concerns. The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism Framework under the Act and Regulation 22 of SEBI Listing Regulations. This policy provides for adequate safeguards against victimization of persons who complains under the mechanism. The Policy is available on Company Website www.venusremedies.com.

COMMITTEES OF THE BOARD:

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.

DIRECTORS

As on March 31, 2026, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive Director, Non-Executive Directors and Independent Directors

Mr. Saransh Chaudhary (DIN: 08752105) has been appointed as the Additional Director (Whole Time Director) by Board of Directors w.e.f. 26th May 2026 and the appointment will be regularizedat at ensuing Annual General Meeting, subject to shareholders approval.

Dr. Gurminder Singh Bedi (DIN:11713102) has been appointed as the Additional Director (Non-Executive Independent Director) by Board of Directors w.e.f. 26th May 2026 and the appointment will be regularized at ensuing Annual General Meeting, subject to shareholders approval.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation every year. Accordingly, Mr. Ashutosh Jain (DIN: 01336895) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The requisite resolutions for the above appointments/ re-appointment forms part of the Notice of the ensuing AGM.

The Board of Directors recommends the above appointments/ re-appointment of directors for approval of the members.

CODE FOR PREVENTION OF INSIDER TRADING

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 Companys 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.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 Companys risk management, control, and governance processes.

IT INITIATIVES

In FY26, Venus Remedies accelerated its journey from digital maturity to enterprise-wide digital transformation through Project ONE, built around the vision of "ONE Data, ONE Process," creating a unified, centralised data ecosystem that improved decision-making, operational visibility, scalability, and data integrity while replacing legacy manual and Excel-based processes with validated digital systems. Supported by Project Elevate, the Company fostered an AI-first culture by embedding artificial intelligence across compliance, research, analytics, documentation, communication, and daily workflows. Digital initiatives including Project Hyperlink, GMP Online, ICD Online, and the Venus Global Fulfillment Center enhanced manufacturing digitisation, compliance monitoring, inventory planning, production scheduling, supply chain visibility, and operational efficiency across more than 100 countries. Simultaneously, advancements in paperless workflows, CRM integration, IoT-enabled monitoring, cybersecurity, and data governance strengthened collaboration, regulatory readiness, customer engagement, and data security, positioning Venus Remedies as a smart, data-driven, and globally competitive enterprise capable of scaling growth efficiently and sustainably.

During the financial year under review, no material IT security breaches or incidents were reported. The Company conducts periodic security risk assessments and continuously strengthens its security controls and processes to address evolving cyber threats. The appropriate preventive and detective measures have been implemented to ensure the confidentiality, integrity, and availability of information and systems.

SAFETY, HEALTH, AND ENVIRONMENT _SHE_

At Venus Remedies, safety, health, and environmental responsibility form the cornerstone of our sustainable growth. In FY26, 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 strengthened our sustainability efforts through energy optimisation initiatives that significantly reduced carbon emissions and achieved ISO 14064-1 certification. Wastewater is treated and reused on-site, while green initiatives such as plantation drives, water conservation, and recycling programmes reinforce our commitment to environmental stewardship. Through focused efforts led by the Venus Green Horizon Committee, along with planned solar energy and rainwater harvesting projects, we continue to advance our long-term sustainability objectives while promoting environmental responsibility and employee well-being.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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 March, 2026.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees as per the Act. Adequate facilities and support are provided in line with statutory requirements.

DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING CO_OPERATION TO ROC IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY

The Company has appointed Mrs. Neha Kodan, Company Secretary & Compliance Officer, as the Designated Person for furnishing information and extending co-operation to ROC in respect of beneficial interest in the shares of the Company to ensure compliance with the MCA notification on this matter

ACKNOWLEDGMENTS

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 support and 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 support and the trust they have placed in Venus Remedies Limited.