OPERATIONS & COMPANY'S STATE OF AFFAIRS

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

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

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

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

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

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
the FY 2024-25.

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 2025-26.

ANNUAL RETURN

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

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

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

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee

(v) Executive Committee of Board of Directors

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

The Board met 5 times during the year under review. The details of
the 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 2024-25 and of the profit and
loss of the company for that period.

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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 Company's official website at
www.venusremedies.com.

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

STATUTORY AUDITORS AND THEIR REPORTS

At 34^th 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
39^th AGM. The Auditor's Report for the financial year ended
31^st March, 2025, has been issued with an unmodified opinion,
by the Statutory Auditors.

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

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 financial year 2024-25.

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

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

COST AUDITORS AND THEIR REPORTS

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

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

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

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

INTERNAL AUDITORS

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

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

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

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

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

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

PARTICULARS OF CONTRACT OR ARRANGEMENTS
MADE WITH RELATED PARTIES

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

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

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

DIVIDEND DISTRIBUTION POLICY

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

MATERIAL CHANGES OCCURRED AFTER END OF
FINANCIAL YEAR

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY'S
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-4 & 5 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 Company's
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 conducted for
all members of the Board, including the Board as a whole and

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

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

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

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:

OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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

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

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

SHARE CAPITAL

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

Company has not issued any shares with Differential Rights.

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

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

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 PROMOTER'S 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

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

PARTICULARS OF EMPLOYEES

During FY 2024-25, no employee is taking remuneration H102
lakhs or more and employees employed for part of the year
and in receipt of remuneration of H8.50 lakhs or more per
month in accordance with the provisions of section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personal) Rules,
2014. Particulars of employees pursuant to section 134 (3) (q) of
the Companies Act, 2013, read with rules thereunder, annexed as
annexure - 7 to the Directors' Report.

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
31^st March, 2025 forms an integral part of the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Company has adopted Vigil Mechanism/ Whistle blower policy and
same 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

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

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

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

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

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 Company's obligation to maintain the
digital database, mechanism for prevention of insider trading and
handling of UPSI, process to familiarise with the sensitivity of UPSI,
transactions which are prohibited and manner in which permitted
transactions in the securities of the Company shall be carried out.

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
Company's risk management, control, and governance processes.

FOREIGN CURRENCY CONVERTIBLE BONDS

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

IT INITIATIVES

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

SAFETY, HEALTH, AND ENVIRONMENT (SHE)

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

training, automated systems, and enhanced infrastructure,
resulting in only two minor injuries. Our safety framework
includes robust incident response, PPE tracking, and CAPA-driven
continuous improvement. Employee health was strengthened
through regular medical check-ups, stress management
programs, and full company-funded insurance coverage.
On the environmental front, we reduced over 1.1 million kg of
CO₂ emissions through energy optimisation and achieved ISO
14064-1 certification. Wastewater is treated and reused on-site,
while green initiatives like plantation drives, water conservation,
and recycling underscore our commitment to a greener future.
With initiatives like our Venus Green Horizon Committee and
upcoming solar and rainwater harvesting projects, we are firmly
advancing toward long-term environmental sustainability 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^st March, 2025.

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.

For and on behalf of Board of Directors,
For VENUS REMEDIES LIMITED

Sd/-

Pawan Chaudhary

Place: Panchkula Chairman & Managing Director

Date: 8^th July, 2025 DIN-00435503