Venus Remedies Ltd

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 35^th Annual Report of Venus Remedies

Limited ("Venus" or "Company") for the financial year ended 31 March 2024 In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31

( H in Lakhs, except per equity share data)

During the fiscal year under review, Venus Remedies Limited achieved a turnover ofH57521.24 lacs on a standalone basis and H60144.96 lacs on a consolidated basis. Venus Remedies Limited is a research-driven Indian pharmaceutical company with a global presence. Our primary objective is to translate breakthrough discoveries into meaningful innovations that enhance the quality of life for patients.

With a diverse portfolio of innovative and high-quality products, Venus is dedicated to revolutionizing patient care through its Specialized therapeutic segments such as anti-infective (antibiotics), oncology, neurology, pain management, and skin & wound care, the company aims to meet the evolving needs of healthcare. Recognizing the global urgency surrounding Anti-Microbial Resistance (AMR), Venus Remedies Limited has positioned itself as a frontrunner in addressing this critical issue. Aligning with the World Health Organization's (WHO) recognition of AMR as a severe medical crisis, the company is actively engaged in pioneering solutions to mitigate its impact.

Company's unwavering commitment to research and development is evident in its robust product pipeline. By effectively balancing generic drugs with R&D-driven medications, the company maintains a competitive advantage in the pharmaceutical landscape. This strategic approach ensures a continual focus on addressing current healthcare challenges while anticipating future needs. Leveraging its scientific or "FY24"). prowess and technological capabilities, Venus Remedies

Limited remains at the forefront of pharmaceutical innovation. Through relentless pursuit of breakthrough solutions, the company endeavours to positively transform the lives of patients worldwide.

2024.

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 2023-24.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of 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 2024-25.

The Annual return for the FY 2022-23 has been placed on the website of the Company at https://venusremedies. com/investor information.

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.

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 2023-24 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 were operating effectively. f) the directors have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All Independent Directors have duly submitted the requisite declarations, confirmingtheir 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, 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.

In accordance with section 134(3) of the Companies Act, 2013, 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. 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 qualified of 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 y for the said to ensuring transparent, fair, and accountable processes in the appointment, remuneration, and evaluation of directors and senior management. By adhering to this policy, the Company promotes good governance practices.

At 34^th Annual General Meeting of the company, shareholders have appointed M/s JK 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 Auditor's Report for the financial year ended March 31, 2024, has been issued with an unmodified opinion, by the Statutory Auditors.

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

The Company had appointed M/s P. Chadha & Associates, Company Secretaries (CPN:12409) as the Secretarial Auditor of the Company for financial year 2023-24.

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 2023-24 forms part of Annual Report as Annexure 1.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s P. Chadha & Associates, Company Secretaries, to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed their eligibility for the said re-appointment.

C. L. Bansal & Associates, Cost Accountants (FRN: 101042), was appointed as the Cost Auditor to conduct the audit of Company's cost records for the financial year ended 31st March, 2024.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed C. L. Bansal

& Associates, Cost Accountants, to conduct the cost audit of the Company for FY 2024-25. They have re-appointment. confirmedtheir The Cost Auditor will submit their report by the due date. 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 2024-25 is required to beratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The proposal forms a part of the notice of the AGM. During the year under review, the Cost Auditors have not reported to the Audit Committee.

Company had appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors of the Company for financial year 2023-24. For the Financial Year 2024-25 also Company has appointed M/s Mehra Goel & Co., Chartered Accounts (FRN:000517N) as the Internal Auditors.

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

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

The Company has no Joint Venture or Associates as 2013. The company has defined one wholly owned foreign subsidiary in the name of Venus Pharma GmbH located at Germany. The financial or 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. 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 annexed to the Directors' Report as Annexure-2.

The policy on Related Party Transactions is available on the website of the Company and can be accessed through the website http://www.venusremedies.com. All contracts/ arrangements/ transactions entered into by the Company during the year under review with the related parties were on an arm's length basis. Particulars of Contracts or Arrangements made with related parties as required under Section 134(3)(h) and 188(1) of the Companies Act, 2013 disclosed in form AOC-2 as annexure-3 and also forms part of the financial statement in annual report. Related Party Transactions as per regulation 34(3) and schedule V of Listing Regulations are forming part of the Financial Statements.

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

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

The Board has not recommended the dividend for the year 2023-24.

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

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

1 is

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

The Company has implemented robust risk assessment and mitigation procedures to address the inherent uncertainties associated with the sectors in which it operates. Given the dynamic nature of the business environment, various risks continually emerge and need to be managed effectively.

To ensure comprehensive risk management, the Company categorizes risks into Critical, Major, and Minor categories. Each risk is thoroughly assessed, and appropriate measures are implemented to minimize or mitigate them. By identifying risks at every level of the business processes, the Company establishes control systems that effectively reduce their impact. The Board of Directors plays a crucial role in overseeing the risk management activities. They provide diligent oversight and regularly review the Risk Management Policy to ensure its effectiveness and alignment with the Company's strategic objectives. By maintaining a proactive approach towards risk management, the Company strives to safeguard its operations, protect its stakeholders' interests, and enhance its overall resilience in a constantly evolving business landscape.

A comprehensive Performance Evaluation was carried out for all members of the Board, including the Board itself and its committees. The evaluation framework for the Board was meticulously designed to comply with the stipulations outlined in the Companies Act of 2013 and the Listing Regulations. Furthermore, it adhered to the guidelines provided in the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation process involved the use of a thoughtfully constructed questionnaire encompassing qualitative parameters. Additionally, feedback was collected based on ratings, ensuring a thorough assessment of the Board's performance. The evaluation of all the directors and board as a whole has made as per the Companies Act, 2013. Criteria and framework as adopted by the Board is explained in the Corporate Governance Report which forms part of the Annual Report.

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

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

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

Complaint Committee.

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

Company has not issued any shares with Differential Rights.

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

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

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

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

No promoter holding is under pledge.

There is no change in the nature of business of the

Company

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

During FY 2023-24, no employee is taking remuneration Rs.102 lakhs or more and employees employed for part of the year and in receipt of remuneration of

Rs.8.50 lakhs or more per month in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014. Particulars of employees pursuant to section 134 (3) (q) of the Companies Act, 2013, read with rules thereunder, annexed as annexure 7 to the Directors' Report.

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

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

During the year no dividend or shares were due to be transferred to Investor Education and Protection Fund. Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company at https://venusremedies.com/ investor information The shareholders are encouraged to verify their records and claim their dividends of all the earlier years, if not claimed.

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

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31st March, 2024 forms an integral part of the Financial Statements.

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

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

Mr. NPS Monga (DIN: 09339768) has joined the board of the Company w.e.f. 29th May 2023 as an Independent Non-Executive Director.

Dr. Manu Chaudhary (DIN: 00435834) retires at the ensuing Annual General meeting and being eligible, has offered herself for reappointment.

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.

Internal Financial Control followed by the Company which helps in ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has appointed auditors for internal financial control. Auditors work in line with accounting standards. Various policies and SOPs have been formed for various processes. They are continuously monitoring the efficacy of internal controls/ compliance with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management, control and governance processes.

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, vendors 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.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014]

To,

The Members,

SCO 857, 2nd Floor, C. No. 10 NAC, Manimajra, Chandigarh 160101.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Venus Remedies Limited (hereinafter called "the company" or "the listed entity") having Corporate Identification Number ("CIN") L24232CH1989PLC009705 and registered office at SCO 857, 2 ^nd Floor, C.No. 10 NAC Manimajra, Chandigarh 160101. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. books, papers, minutes book, forms and returns filed and other I. Based on our verification records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2024 complied with statutory provisions listed hereunder and also that company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: (A) We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial March 31, 2024, according to the provisions of: year ended

1. The Companies Act, 2013 ("the Act") and the rules made there under;

2. The Securities Contract (Regulation) Act,1956 ("SCRA") and the rules made there under;

3. The Depositories Act, 1996 and Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act,1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercials Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended upto date. b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended upto date. c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with clients as amended upto date; and d) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended upto date and to the extent applicable to the company.

During the period under review, the provision of the following Regulations (as enumerated in the prescribed format of Form MR-3) were not applicable to the Company: a) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; and e) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021.

6. We have also examined, on test check basis, the relevant documents and records maintained by the Company according to the following laws applicable the Company has materially complied with the provisions as reported by Management of the company: (i) Drugs and Cosmetics Act, 1940; (ii) Drugs (Prices Control) Order, 2013; (iii) Food Safety and Standards Act, 2006.

Please also refer to point no. V for other applicable laws to the company. (B) We have also examined compliance with the applicable clauses/ provisions of the following: (i) Secretarial standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the institute of company Secretaries of India; (ii) The Securities and Exchange Board of India (Listing Obligation Disclosure Requirements) Regulations, 2015; and (iii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

II. During the period under review, the Company has generally complied with the provision of the Acts, Rules, Regulations, Guidelines and Standards etc. except in respect of matters specified below:

III. We further report that the board of directors of the company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the board of directors that took place during the period under review were carried out in compliance with to the Company and the provisions of the relevant act.

IV. We further report that adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting: In case of shorter notice of Board meetings and committee meetings, consents of directors/Independent directors have been obtained. V. We further report that majority decisions are carried through while the dissenting members' views (if any) are captured and recorded as part of the minutes.

VI. As per Management representation given by the Company, We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines referred to above and the following acts and rules prescribed thereunder to the extent applicable to the company: (i) Drugs and Cosmetics Act, 1940; (ii) Drugs (Prices Control) Order, 2013; (iii) Food Safety and Standards Act, 2006.

(iv) The Narcotic Drugs and Psychotropic Substances Act, 1985. (v) Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954

(vi) Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (vii) Food Safety and Standards Act, 2006 (viii) The Indian Copyright Act, 1957 (ix) The Patents Act, 1970 (x) The Trademarks Act, 1999 (xi) The Pharmacy Act 1948 (xii) Drugs Control Act 1950 (xiii) Goods and Services Tax Act, 2017 (xiv) Industrial (Development & Regulation) Act, 1951 (xv) The Environment (Protection) Act, 1986 (xvi) Air (Prevention and Control of Pollution) Act, 1981 (xvii) The Water (Prevention and Control of Pollution) Act, 1974 (xviii) Electricity Act, 2003 and Rules and Regulations thereof.

(xix) Factories Act, 1948

1

(xx) Indian Boilers Act, 1923

(xxi) Standards of Weights & Measure Act ,1976

(xxii) Hazardous waste and other Wastes (Management, Handling & Transboundary Movement) Rules-2016 (xxiii) Petroleum Act, 1934 (xxiv) Employee's Provident Funds and Miscellaneous Provision Act, 1952 (xxv) The Employee's State Insurance Act, 1948 (xxvi) f Vacancies) Act, 1959 & Rules o The Employment Exchange(Compulsory Notification (xxvii) Industrial Employment (Standing Order) Act, 1946 (xxviii) The Maternity Benefit Act, 1961 (xxix) Punjab Welfare Fund Act, 1965 (xxx) Equal Remuneration Act, 1976 (xxxi) The Workmen's Compensation Act, 1923 (xxxii) The Minimum Wages Act, 1948 (xxxiii) The Payment of Wages Act, 1936 (xxxiv) The Payment of Gratuity Act, 1972 (xxxv) The Payment of Bonus Act, 1965 (xxxvi) The Contract La bour (Regulation & Abolition) Act, 1970 & Rules (xxxvii) Punjab Industrial Establishment (National & Festival, Holidays, Sick & Casual Leave) Rules, 1966 (xxxviii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (xxxix) Legal Metrology Act, 2009 (xl) National Building Code, 2016 (xli) The Motor Vehicles Act, 1988 (xlii) The Industrial Disputes Act, 1947 (xliii) E-Waste (Management) Rules, 2016 (xliv) Bio-Medical Waste Management Rules, 2016 effectiveness (xlv) National Pharmaceutical Pricing Authority (xlvi) Applicable laws of state of Haryana, Punjab and Himachal Pradesh However, the compliance by the Company of the applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed by me since the same have been subject to review by statutory auditors and other professionals.

VII. We further report that during the audit period no specific events/ actions has taken place which has major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards.

[Pursuant to Regulation 24A of Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015] I /We, Prince Chadha, Proprietor of P. Chadha & Associates, Company Secretaries have examined: a) all the documents and records made available to us and explanation provided by Venus Remedies Limited ("the Listed entity") having Corporate Identification Number (CIN) L24232CH1989PLC009705 and registered office at SCO-857,2 nd Floor, Cabin No. 2, NAC, Manimajara, Chandigarh-160101. b) the filings/ submissions made by the listed entity to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). c) website of the listed entity i.e. www.venusremedies.com, d) other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended March 31, 2024("Review Period") in respect of compliance with the provisions of: a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI"); The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"); b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; [To the extent applicable] c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; [To the extent applicable] d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [N.A. to Listed entity during the year under review] e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; [N.A. to Listed entity during the year under review] f) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; [N.A. to Listed entity during the year under review] g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; [To the extent applicable] i) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; [N.A. to Listed entity during the year under review] j) other regulations as applicable and circulars/ guidelines issued thereunder; and based on the above examination, I/We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Detail of violation: During the scanning process, one page of the standalone P&L statement was skipped, leading to non-compliance with regulation 33 of SEBI (LODR) 2015.

Observations/ Remarks of the Practicing Company Secretary: The company submitted its complete financial results through XBRL within the required timeframe to the NSE, fulfilling its regulatory obligations. However, during the scanning process, one page of the standalone P&L statement was skipped, resulting in a violation under regulation 33 of SEBI (LODR) 2015.

Management Response: The management acknowledges that during the scanning of documents, one page of the standalone P&L statement was inadvertently skipped, leading the stock exchanges to consider it a violation under regulation 33 of SEBI (LODR) 2015 and impose a fine of Rs. 65,000 by NSE. However, the company had submitted complete results through XBRL within the stipulated time to NSE. The company has applied for the same a waiver of the fine

Detail of violation : During the scanning process, one page of the standalone P&L statement was skipped, leading to non-compliance with regulation 33 of SEBI (LODR) 2015.

Observations/ Remarks of the Practicing Company Secretary: The company submitted its complete financial results through XBRL within the required timeframe to the BSE, fulfilling its regulatory obligations. However, during the scanning process, one page of the standalone P&L statement was skipped, resulting in a violation under regulation 33 of SEBI (LODR) 2015.

Management Response: The management acknowledges that during the scanning of documents, one page of the standalone P&L statement was inadvertently skipped, leading the stock exchanges to consider it a violation under regulation 33 of SEBI (LODR) 2015 and impose a fine of Rs. 50,000 by BSE. However, the company had submitted complete results through XBRL within the stipulated time to BSE. or the same. The company has applied for a waiver of the fine (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial the listed entity.

4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended 31st March, 2024 is given below and forms part of the Board's Report.

The Company remains steadfast in its commitment to energy conservation, actively implementing innovative measures to minimize wastage and optimize consumption. Here are some of the specific initiatives we have undertaken:

1. We completed the duct leak rectification project, resulting in an approximate savings of 18,000 units per month.

2. In 2023-24, we installed a solar plant with a capacity of 302.4 KWp.

3. Replaced old AC units with energy-saving units to reduce energy consumption.

1. By installation of Solar project, we have generated 3,47,403 units of electricity & save approx. more than H24.00 lacs

2. By rectifying the duct leaks, we achieve a monthly savings of around H125,000.

B. Consumption per unit of Production:

There are no specific standards as the consumption per unit depends on the product mix.

VMRC, or the Venus Medical Research Centre, is a multidisciplinary organization specializing in various facets of pharmaceutical research and development. Our expertise spans across several key areas, each contributing to the advancement of medical science of drug candidates and the development of novel therapeutics.

Formulation & Development: We excel in the formulation and development of pharmaceutical products, particularly focusing on cutting-edge technologies such as Novel Drug Delivery Systems (NDDS) and nano technology. Our F&D research extends to targeted drug delivery mechanisms, sustained release formulations, pulsatile drug delivery systems, and the development of Antibiotic Resistance Breakers (ARBs). Additionally, we emphasize the creation of non-infringing formulations to enhance product differentiation, improves drug safety and bio availability. Our proficiency also includes process development and technology transfer, ensuring the successful translation of research findings into practical applications. Another key role of our F&D team is to maintain a robust generics pipeline, ensuring a steady flow of high-quality, cost-effective medications.

Analytical Research: Our analytical research department specialize in establishing robust analytical methods for pharmaceutical compounds and bio analytical assays. Our expertise covers bio analytical method development and validation and a wide range of analyses, including drug-drug interaction studies, stability assessments, and physio-chemical characterization of drug substances and products. Our laboratory engage to spectroscopic, electrochemical and chromatographic or miscellaneous analytical method development and validation of drugs products (parenteral and oral dosages forms) and drug substances. We perform both Liquid Chromatography with tandem mass spectrometry (LC-MS-MS) and High-performance liquid chromatography (HPLC) method development and validation, Assay, RS

and dissolution testing, Residual solvent, organic volatile impurities method development and validation by Gas chromatograph (GC), stability testing, etc. By ensuring the accuracy and reliability of analytical data, we contribute to the quality assurance and regulatory compliance of pharmaceutical products.

Pre-Clinical & DMPK (Drug Metabolism and Pharmacokinetics): We conduct comprehensive pre-clinical studies to evaluate the safety and in multiple animal efficacy models. This includes toxicity studies (such as single & repeated dose studies, repeated dose toxicokinetics study) to assess the potential adverse effects of compounds, in vivo PK-PD

(Pharmacokinetic-Pharmacodynamic) studies to understand drug behavior in the body, and proof-of-concept investigations to validate therapeutic mechanisms. We also specialize in safety pharmacology assessments, QTc studies (evaluating cardiac safety), and pathology evaluations to characterize tissue-level responses to drug treatments.

Cell Culture and Microbial Biotechnology: In the realm of cellular and microbial research, we leverage advanced techniques to explore various aspects of drug development. Our capabilities include genetic characterization of microbial strains, utilizing innovative models such as the hollow fiber infection model for infectious disease research, conducting micro-imaging studies to visualize cellular functions. Additionally, we engage in molecular imaging and profiling studies, assessing gene expression patterns to elucidate drug mechanisms and evaluate efficacy. Our CCMB team has also started gene editing to tackle the resistance in pathogens. Furthermore, we conducts cytotoxicity assays, method validation for microbial testing, to ensure the safety of pharmaceutical products.

Clinical Research: We play a pivotal role in advancing clinical research through the design and execution of clinical trials. Our clinical research department cover the entire study cycle, from feasibility studies to archival and even more assistance provided to marketing authorization of new drugs. In line with high ethical standards, we also ensures that clinical studies are conducted in compliance with regulatory requirements that ensure and protect the safety, wellbeing, and rights of the study subjects. We make sure about the excellence in research at all the phases such as early-phase (Phase I, II) and late-phase (Phase III, IV) clinical studies, aiming to evaluate drug safety, efficacy, and tolerability in human subjects. This includes bridging studies to establish correlations between different patient populations and PK (Pharmacokinetic) studies to assess drug absorption, distribution, metabolism, and excretion. We also specializes in bioavailability/bioequivalence (BA/BE) studies, which are essential for drug development.

Natural Product Research Lab: Recognizing the potential of natural products in drug discovery, we maintain a dedicated research laboratory focused on exploring the therapeutic properties of herbal medicines and plant-derived compounds. Our NPRL division has been at the forefront of herbal medicines research in India for quite some time now, and its scientists have made groundbreaking discoveries that have led to the development of new treatments for various diseases. By combining modern drug delivery systems with ancient herbal wisdom, we develop innovative treatments for various ailments, leveraging the synergistic effects of natural compounds and advanced pharmaceutical technologies.

Intellectual Property Rights (IPR): Our IPR division is responsible for safeguarding the intellectual property associated with our research findings and pharmaceutical innovations. This includes strategic patent portfolio planning and management to secure exclusive rights to novel inventions, conducting infringement investigations to protect against unauthorized use of intellectual property, and providing legal support for patent prosecution and litigation matters. Our IPR division specializes in preparing & prosecuting required patent/copyright/ trademark applications, appeals, re-examinations, interferences, oppositions, & co-operating with the legal team for IP-related litigation matters. By ensuring the robust protection of our intellectual assets, we fosters innovation and incentivizes continued research and development efforts.

Strategic Business Development (SBD): We recognize the importance of strategic partnerships and business collaborations in advancing pharmaceutical research and commercialization. Our SBD department is tasked with identifying opportunities for collaboration, sourcing external expertise as needed, and negotiating partnership agreements at various stages of the drug development process. This includes scouting for new technologies and innovative solutions through in-licensing agreements, as well as evaluating market trends and conducting product valuation assessments to maximize the commercial potential of pharmaceutical innovations.

Drug Regulatory Affairs: Regulatory compliance is essential for the successful development and commercialization of pharmaceutical products. Our regulatory affairs team specializes in preparing regulatory dossiers in electronic

Common Technical Document (eCTD) and Common Technical Document (CTD) formats, facilitating regulatory submissions to domestic regulatory authorities such as the Drug Controller General of India (DCGI), as well as international regulatory bodies (80+ countries including Europe, UK, Australia, etc). We oversee variation filing and regulatory submissions for clinical trial approvals, marketing authorizations, and post-approval lifecycle management activities. By navigating the complex regulatory landscape, we ensure that our pharmaceutical products meet the necessary standards for safety, efficacy, and quality, enabling timely market access and commercialization.

Pharmacovigilance: We are committed to ensuring the safety of pharmaceutical products throughout their lifecycle. Our pharmacovigilance team is responsible for monitoring and assessing adverse drug reactions (ADRs) reported during clinical trials and post-marketing surveillance. This includes managing adverse event case reports, conducting causality assessments to determine the relationship between drug exposure and adverse events, and expedited reporting of serious or unexpected ADRs to regulatory authorities. Additionally, we prepare aggregate safety reports such as Development Safety Update Reports (DSURs), Periodic Safety Update Reports (PSURs), and Pharmacovigilance Plan reports to comply with regulatory requirements. By implementing robust pharmacovigilance practices, we ensure that potential risks associated with pharmaceutical products are identified and mitigated, safeguarding the health and well-being of patients.

Overall, our diverse expertise and comprehensive capabilities encompass every stage of the pharmaceutical research and development process, from early-stage discovery to regulatory approval and commercialization. By leveraging advanced technologies, interdisciplinary collaboration, and a commitment to scientific excellence, we aim to drive innovation in the pharmaceutical industry and improve patient outcomes through the development of safe and effective therapeutics.

THRUST AREAS OF RESEARCH: number We are dedicated to pioneering novel, innovative research products of global quality standards, focusing on therapeutics such as drug development utilizing Next-Generation Drug Delivery Systems (NDDS), targeted drug deliveries, molecular biology research, and non-infringing formulations. We offer complete formulation development services, integrating herbal medicine and nano-formulation research. These efforts aim to introduce ground-breaking solutions catering to critical care and super specialty segments, including anti-infective, anti-cancer, neurology, pain management, skin & wound care.

In a bid to safeguard the efficacy of existing antibiotics and enhance clinical decision-making, we are committed to reducing the toxicity associated with antibiotic use. The innovative Renal Guard Technology specifically targets nephrotoxicity linked with antibiotics like polymyxin B, colistin, and amikacin.

Moreover, we are actively exploring the use of gene editing for creating next generation antimicrobials, emphasizing its commitment to cutting-edge research and development.

The recognition of our contribution to the global antibacterial pipeline is evidenced by the WHO's Antibacterial Pipeline Review (2022 Update), which highlighted 10 preclinical candidates from India, with 5 originating from VMRC. This acknowledgment underscores our significant role in advancing antibacterial research and development on a global scale.

Furthermore, we boasts a robust pipeline in the Hemostatic and Natural Products segments, indicative of our diverse portfolio and commitment to addressing unmet medical needs across various therapeutic areas.

Venus has been strategically cultivating a valuable portfolio of intellectual property (IP) assets. These assets have not only addressed unmet medical needs but have also resulted in the expansion of technologies across various products and applications. These endeavors have not only yielded economic benefits but have also positioned the company strategically and competitively in the marketplace. Furthermore, Venus has gained recognition for delivering unique solutions to medical requirements. The company has a well-established IP policy in place to govern its activities in this domain. The commitment to innovation is evident through the significant of patents filed to date. VMRC has been Venus Remedies has been granted more than 135 patents worldwide and having more than 70 registered trademarks and 9 copyrights for its innovative research products.

BENEFITS DERIVED AS A RESULT OF THE ABOVE R&D: Enhanced Research Capabilities: We have invested in further developing our research capabilities, particularly in areas such as development of in vitro hollow fibre infection model (FibreFlow), upgradation of Organ-on-a-chip labs using dual channel chips, upgrading molecular biology lab with gene editing equipment, upgrading histopathology, biochemistry, and pharmacology labs with best-in-class equipment, etc. By staying at the forefront of advancements in these fields, we have strengthened our position as a leader in pharmaceutical research.

Innovative Approaches: We have encouraged innovative thinking and the exploration of novel approaches, such as gene editing, to our drug development. We have fostered a culture of creativity and experimentation, leading to the exploration of new technologies, methodologies, and therapeutic targets.

Strategic Partnerships: Recognizing the importance of collaboration, we forged strategic partnerships with external stakeholders, including

Veeda Clinical Research, India for clinical study collaboration, Nortis Bio, US for upgrading our

Organ on a chip lab, Newcells Biotech, UK for study publication, etc. These collaborations facilitated knowledge exchange, resource sharing, and access to cutting-edge technologies, bolstering our research endeavors.

Focus on Intellectual Property: We placed a strong emphasis on intellectual property (IP) management and protection. Our Intellectual Property Rights (IPR) division filed three designed patents in last financial year. Our focus safeguarded our innovations and paved the way for future commercialization opportunities.

Continuous Improvement: We embraced a culture of continuous improvement, constantly evaluating, seeking feedbacks and refining processes and practices. We took the advice from the UK MHRA for their guidance on our molecule's development. Our commitment to excellence enable us to optimize minimize risks, and deliver high-quality outcomes consistently.

Talent Development: Recognizing that its greatest asset is our researchers, we invested in talent development initiatives to nurture and empower our workforce. Through training programs, opportunities, and mentorship initiatives, we equipped our scientists with the skills and knowledge needed to excel in their roles. Overall, by capitalizing on our strengths in research expertise, innovation, collaboration, IP management, continuous improvement, and talent development, our team achieved significant our position as a frontrunner in pharmaceutical research and development in FY 2024.

Energizing R&D activities to be recognized globally and expand the focus from product development and IP wealth creation to wealth propagation and deliver timely healthcare solutions for unmet medical needs focused on improving patient outcomes. This imperative will require a focused flexible approach to reach out to the customer, radically evolve the value proposition for future differentiated products and integrate all resources in pursuit of developing, delivering, understanding, and maintaining the best possible therapies and services to the global market. Aligning the priorities across these functions ensures our that Venus develops potential therapeutics in a phased manner to meet the changing demands of the marketplace.

Venus is looking strong in the development of IP wealth cycle that would provide a seamless opportunity to gain predicted outcomes and balance risks.

VRP-034 Clinical Development

VRP-044 and VRP-035 preclinical development Further exploration of gene editing for AMR High throughput screening of ARBs Participation in global scientific platforms and conferences for showcasing the research work and commitment toward Antimicrobial Resistance. Research collaborations with Government and private organizations working on AMR

We have become a pioneer in the Indian pharmaceutical research landscape, by achieving significant milestones, including accreditation by DSIR and obtaining approval from CPCSEA for its animal facilities. Our established India's first Human organ-on-a-chip lab, reflects our commitment to cutting-edge research. Our super-specialty labs like hollow fibre, LCMS-MS, etc, enhances drug development with innovations like our proprietary FibreFlow model for validated Hollow Fibre experiments, setting industry standards.

Our organization sets ambitious targets for technology enhancement, aligning with global standards and competition. Through rigorous upgradation programs, our scientists continuously improve their skills and adopt the latest technologies, benefiting all aspects from research to manufacturing and marketing. Collaboration between scientists and manufacturing teams ensures seamless technology transfer for large-scale production.

Adhering to stringent GXP standards, we maintains a high level of quality across its operations. Our company also invests in technology and product licensing, fostering collaborations with industry partners and academic institutions. We actively seeks collaborations and partnerships with the overarching goal of advancing medical science to alleviate human suffering and create a better future.

Technology collaborations forged in FY24: contributor to wealth generation in the We collaborated with the best clinical research organisation of India - Veeda Clinical Research to conduct the unique clinical trials of our pipeline molecule - VRP-034.

We also collaborated with Nortis Bio, US for upgrading our Organ-on-a-chip lab with Dual Channel Chips.

Venus distinguishes itself among generic drug manufacturers through the commercial launch of innovative products. The company has bolstered its product portfolio by introducing groundbreaking drugs with blockbuster potential. Venus is also recognized for supplying high-quality research products to strategic partners, further enhancing its industry reputation. Notably, Venus has carved out a prominent position in the super-specialty parenteral market, with a strong focus on antimicrobial resistance (AMR) and natural products. Consequently, it has emerged as a leading creator of intellectual property rights (IPR) and a significant Indian pharmaceutical sector.

During the financial year under review Company has not imported any technology.

1. Brief outline on CSR Policy of the Company.

Venus Remedies Limited ("Venus") has formulated its Corporate Social Responsibility (CSR) Policy in compliance with Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy has been duly approved by the Board of Directors of Venus. As a responsible corporate citizen, Venus is dedicated to conducting its business operations and endeavours in a socially responsible and sustainable manner consistently. Venus aims to foster inclusive growth and sustainable development, prioritizing the empowerment of marginalized communities.

The CSR Policy of Venus aims to implement CSR activities in project/program mode, in areas or subjects specified in Schedule VII of the Act, with a particular focus on upliftment of society, education, environment sustainability, women empowerment and healthcare. The CSR Committee of the Board reviews and approves CSR project proposals, ensuring alignment with the broad objectives of the policy.

Venus has partnered with NGOs/Trusts and specialized external agencies, registered with the Ministry of Corporate Affairs and having a CSR Registration Number, to implement CSR projects. This enables Venus to leverage the expertise of these entities in implementing impactful CSR initiatives.

In summary, Venus is committed to fulfilling its CSR obligations as per the applicable regulations, and to make a positive impact on society and the environment through its CSR initiatives.

2. Composition of CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company. https://venusremedies.com/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

6. Average net profit of the company as per section 135(5): D2586.00 Lacs

7. (a) Two percent of average net profit of the company as per section 135(5): D51.72 Lacs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:NIL (c) Amount required to be set off for the financial year, if any: D21.50 lacs (d) Total CSR obligation for the financial year (7a+7b-7c):D30.22 lacs

8. (a) CSR amount spent or unspent for the financial year: CSR amount spent: D31.02 Lacs CSR amount unspent: NIL

(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable (d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: NIL

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): D31,02,460/-(g) Excess amount for set off, if any

9. (a) Details of Unspent CSR amount for the preceding three financial years :NIL projects of the preceding financial year(s): (b)Details of CSR amount spent in the financial year

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

Particulars of employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 for FY 2023-24