Directors Report of Remus Pharmaceuticals Ltd.

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS:

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

Standalone & Consolidated Financial Highlights

( ? in crores except EPS)

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:

2.1 a. Standalone Performance

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

b. Consolidated Performance

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

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

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

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

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

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

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

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

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

The Board reports that no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the financial
year ending March 31, 2025 and the date of this Report.

4. DIVIDEND:

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

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

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

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

As per the Act, your Company is expected to deposit 10%
of the dividend to the Income Tax Department as TDS on

your behalf. Members can submit their tax-exemption forms
along with other required documents to the Company at
[email protected]. The requisite form for claiming tax
exemption can be downloaded from Company''s RTA i.e.,
MUFG Intime India Private Limited''s website. The URL for the
same is https://web.in.mpms.mufg.com/client-downloads.
html -> On this page, select the General tab. All the forms are
available under the head "Form 15G / 15H / 10 F".

5. CHANGE IN THE NATURE OF THE BUSINESS:

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

6. REGISTERED OFFICE:

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

7. FINANCE:

During the year, the Company created a charge of ? 1.50
Crores, which was duly registered with the appropriate
authority. The borrowing is made from HDFC Bank Limited.

The members of the Company, at the Annual General
Meeting held on September 20, 2024, approved the
enhancement of the Company''s borrowing limits up to
?50 crores, along with the limit for the creation of charges,
mortgages, liens, pledges, or hypothecations on the
Company''s assets for an amount not exceeding ? 50 crores.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Company''s Directors make the following statement

pursuant to Sections 134(3)(c) and 134(5) of the Act, which

is to the best of their knowledge and belief and according to

the information and explanations obtained by them:

a. In the preparation of the annual accounts, the
applicable accounting standards have been followed
to the extent applicable to the Company and there are
no material departures;

b. The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the
profit of the Company for that period;

c. The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other
irregularities;

d. The Directors have prepared the annual accounts on a
going concern basis;

e. The Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

f. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws

and that such systems were adequate and operating
effectively.

9. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the
Compliance with the Corporate Governance provisions shall
not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not
exceed ing ? 10 Crore and Net worth not exceed ing ? 25
Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on
the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption
(b); hence compliance with the provisions of Corporate
Governance are not applicable to the Company and it does
not form the part of the Annual Report for the financial
year 2024-25.

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

a. Board meetings:

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

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

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

Attendance of Directors in the Meetings:

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

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

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

The time gap between two consecutive Board
meetings was less than 120 days, and the requisite
quorum, as prescribed under the Act and the Listing
Regulations, was present at all meetings

b. Appointment & Re-appointment of Directors:

1. Retire by Rotation

Pursuant to provisions of Section 152(6) of
the Act and the Articles of Association of the
Company, Mr. Arpit Deepakkumar Shah (DIN:
07214641) retires by rotation and being eligible,
offers himself for re-appointment at the ensuing
Annual General Meeting of the Company. The
Directors recommend the resolution relating to
the re-appointment of Mr. Arpit Deepakkumar
Shah (who is liable to retire by rotation), as
Director of the Company.

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

2. Re- appointment of Directors

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

In terms of Section 196 of the Act, the
Nomination and Remuneration Committee
(''NRC'') of the Board of Directors of the
Company at its meeting held on August 29,
2025, recommended the reappointment
of Mr. Arpit Deepakkumar Shah (DIN:
07214641) as the Managing Director of the
Company for a period of 3 (Three) years
i.e., commencing from January 16, 2026 to
January 15, 2029 (both days inclusive) and
liable to retire by rotation.

The Board of Directors at its meeting held on
August 29, 2025, discussed and approved the
proposal of the NRC for the reappointment
of Mr. Arpit Deepakkumar Shah.

Further details regarding the re¬
appointment of Mr. Arpit Shah forms part
of the 10^th AGM Notice.

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

In terms of Section 196 of the Act, the
Nomination and Remuneration Committee
(''NRC'') of the Board of Directors of the
Company at its meeting held on August 29,
2025, recommended the reappointment of
Ms. Roma Vinodbhai Shah (DIN: 07214632)
as a Whole Time Director of the Company for
a period of 3 (Three) years i.e., commencing
from January 16, 2026 to January 15,2029
(both days inclusive) and liable to retire
by rotation.

The Board of Directors at its meeting
held on August 29, 2025, discussed and
approved the proposal of the NRC for the
reappointment of Ms. Roma Shah.

Further details regarding the re¬
appointment of Ms. Roma Shah forms part
of the 10^th AGM Notice.

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

In terms of Section 152 of the Act, the
Nomination and Remuneration Committee
(''NRC'') of the Board of Directors of the
Company at its meeting held on August 29,
2025, recommended the reappointment of
Mr. Swapnil Jatinbhai Shah (DIN: 05259821)
as the Chairman and Non- Executive, Non¬
Independent Director of the Company for a
period of 3 (Three) years i.e., commencing
from January 16, 2026 to January 15, 2029
(both days inclusive) and liable to retire
by rotation.

The Board of Directors at its meeting
held on August 29, 2025, discussed and
approved the proposal of the NRC for the
reappointment of Mr. Swapnil Shah.

Further details regarding the re¬
appointment of Mr. Swapnil Shah forms
part of the 10^th AGM Notice.

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

In terms of Section 152 of the Act, the
Nomination and Remuneration Committee
(''NRC'') of the Board of Directors of the
Company at its meeting held on August 29,
2025, recommended the reappointment
of Mrs. Anar Swapnil Shah (DIN: 06895297)
as the Non- Executive, Non- Independent
Director of the Company for a period of 3
(Three) years i.e., commencing from January

16, 2026 to January 15, 2029 (both days
inclusive) and liable to retire by rotation.

The Board of Directors at its meeting
held on August 29, 2025, discussed and

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

During the year under review there were no
resignations or new appointments of Directors or Key
Managerial Personnel (KMP) of the Company.

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

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

1. Mr. Swapnil Jatinbhai Shah (DIN: 05259821)
conveyed his intention to step down as the Whole
Time Director of the Company from closure
of business hours on May 17, 2025, however,
consented to continue as the Chairman and Non¬
Executive, Non- Independent Director of the
Company. Based on the recommendation of the
Nomination and Remuneration Committee, the
Board of Directors, at its meeting held on May 17,
2025, approved his continued association as the
Chairman and Non- Executive, Non- Independent
Director with effect from May 18, 2025 for the
remaining period of his tenure.

2. Mrs. Anar Swapnil Shah (DIN: 06895297)
conveyed her intention to step down as the
Whole Time Director of the Company from
closure of business hours on May 17, 2025,
however, consented to continue as a Non¬
Executive, Non-Independent Director of the
Company. Based on the recommendation of
Nomination and Remuneration Committee, the
Board of Directors, at its meeting held on May
17, 2025 has approved her continued association
as a Non- Executive, Non- Independent Director
with effect from May 18, 2025 for the remaining
period of her tenure.

approved the proposal of the NRC for the
reappointment of Mrs. Anar Shah.

Further details regarding the re¬
appointment of Mrs. Anar Shah forms part
of the 10^th AGM Notice.

c. Independent Directors:

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

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

The Company has received necessary declaration
from each Independent Director of the Company
under the provisions of Section 149(7) of the Act and
applicable provisions of the Listing Regulations, that
they meet the criteria of independence as laid down
in Section 149(6) of the Act and Regulation 16(1)
(b) of the Listing Regulations. In the opinion of the
Board, the Independent Directors fulfil the criteria of
independence as provided under the Act, Rules made
thereunder read with applicable provisions of the
Listing Regulations, and they are independent of the
management and also possess requisite qualifications,
experience, and expertise and hold highest standards
of integrity. Further, there has been no change in the
circumstances affecting their status as Independent
Directors of the Company. The Board has taken on
record the declarations of the Independent Directors,
after undertaking due assessment of the veracity
of the same.

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

d. Familiarization Program for Independent
Directors:

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

f. Committees of the Board:

The Company has constituted the following Committees of the Board of Directors:
1. Audit Committee

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

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

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

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

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

2. Stakeholders Relationship Committee

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

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

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

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

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

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

3. Nomination and Remuneration Committee

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

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

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

During the year under review, the Nomination and Remuneration Committee met 1(one) time on August 14, 2024.

4. Corporate Social Responsibility Committee

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

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

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

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

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

i. Key Managerial Personnel:

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

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

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

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

g. Board Diversity:

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

h. Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules
made thereunder and as provided in Schedule IV to the
Act and applicable regulations of Listing Regulations,
the Nomination and Remuneration Committee has

11. MEETING OF MEMBERS OF THE COMPANY:

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

12. SUBSIDIARY COMPANY, JOINT VENTURES AND
ASSOCIATE COMPANIES:

The Company has following Subsidiary Companies as on
March 31, 2025:

carried out an annual evaluation of the performance
of the Board and its Committees and of the Directors
individually and the findings were thereafter shared
with the Board Members as well as the Chairman of
the Company.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and the Chairman of the Company
was evaluated by the Independent Directors. The
Board of Directors expressed their satisfaction with
the evaluation process.

• Relius Pharma SRL, a subsidiary in Bolivia having
office at Avenue 4^th Ring, Building Torre Duo, Floor
16, Department/Local/Office: B, No. 4200, Street:
Equipetrol, U.V. 0059, MZA. 0055, Santa Cruz, Bolivia,
with 99% shareholding.

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

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

• Relius Pharmaceuticals LTDA, a subsidiary in Guatemala
having office at 6^th Avenue 1 - 36, Zone 14, Plaza Los
Arcos Building Level 5, Office 5A, Guatemala City,
Guatemala, with 99% shareholding.

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

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

There has been no material change in the nature of the
business of the Subsidiary Company/(ies) and further,
pursuant to the provisions of Section 129(3) of the Act,
read with applicable rules of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the
financial statements of the Company''s Subsidiaries in Form
AOC-1 is attached to the Board''s Report of the Company as
Annexure-A. Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the Company
including consolidated financial statements along with
relevant documents and separate audited accounts in
respect of Subsidiary Company are available on the website
of the Company. The Company Secretary will make these
documents available for inspection, electronically up to the
date of ensuing AGM, upon receipt of a request from any
Member of the Company interested in obtaining the same.

13. AUDITORS AND AUDIT REPORTS:

a. Statutory Auditors:

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

Statutory Auditors'' Report:

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

b. Internal Auditors:

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

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

The Audit Committee has approved the terms of
reference and also the scope of work of the Internal
Auditors. The scope of work of the Internal Auditors
includes monitoring and evaluating the efficiency
and adequacy of the internal control systems.
Internal Auditors present their audit observations
and recommendations along with the action plan of
corrective actions to the Audit Committee.

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

c. Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to
the provisions of Section 204 of the Act read with
applicable rules of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
and Secretarial Audit for the Financial Year ended on
March 31, 2025, issued by Mr. Tapan Shah, Practicing
Company Secretary (COP No.: 2839), Ahmedabad is
annexed as Annexure-B and to this Report.

14. COST RECORDS:

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

15. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL
RELATIONS:

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

16. PARTICULARS OF EMPLOYEES:

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

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

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

18. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT & CAUTIONARY STATEMENT:

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In accordance with Section 135 of the Companies Act,
2013, the Company became liable to contribute towards
Corporate Social Responsibility ("CSR") in the financial year
2024-25, having earned a net profit exceeding ?5 crores in
the financial year 2023-24. CSR provisions will continue to
apply in the current financial year as well, since the Company
has again recorded net profits exceeding ?5 crores in FY
2024-25, as stipulated under Section 135 of the Act.

The CSR Policy of the Company is available on its official
website. The Annual Report on CSR activities is annexed
as Annexure-E and forms an integral part of this Report.
During the year, the Company has spent more than 2% of
the average net profits of the three immediately preceding
financial years, in compliance with CSR requirements.

21. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, and the amendments thereof, the Company has
formulated and amended from time to time, a "Code of
Conduct for Prevention of Insider Trading" and "Code of
Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information" for regulating, monitoring
and reporting of trading in shares of the Company by the
Promoters, Designated Persons, Key Managerial Personnel,
Directors, Employees, Connected Persons and Insiders of
the Company. The said codes are in accordance with the
said Regulations and are also available on the website of
the Company.

22. BORROWING:

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

23. INSURANCE:

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

24. RISK MANAGEMENT:

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

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

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

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

and scale of the business operations of the Company for
the Financial Year under review. Adequate internal financial
controls with respect to financial statements are in place.
The Company has documented policies and guidelines for
this purpose. Its Internal Control System has been designed
to ensure that the financial and other records are reliable
for preparing financial and other statements and for
maintaining accountability of assets.

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

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

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

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

The policy lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The Policy broadly
lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission),
Key Managerial Personnel and Senior Management.
The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of
Directors Key Managerial Personnel / Senior Management
and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board
of Directors. The Nomination and Remuneration Policy as
approved by the Board of Directors has been uploaded on
the website of the Company

28. CODE OF CONDUCT:

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

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act,
the annual return of the Company as on March 31,
2025 is available on the website of the Company at
https://remuspharma.com/annual-reports/.

30. LITIGATION:

There was no material litigation outstanding as on March 31,
2025 and the details of pending litigation, if any, including
tax matters are disclosed in the Financial Statements.

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

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

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) IN THE PRESCRIBED FORM:

All related party transactions that were entered into during
the financial year were on an arm''s length basis and were
in the ordinary course of business and were placed before
the Audit Committee and also before the Board for their
review and approval. The material related party transactions
entered into by the Company with the related parties during
the financial year under review, are disclosed in Form AOC-2
annexed as Annexure-F as per Section 134(3)(h) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014.

In line with the provisions of the Act the Company
has formulated a Related Party Transactions Policy for
determining materiality of Related Party Transactions and
also the manner for dealing with Related Party Transactions.
The Related Party Transactions Policy is uploaded on the
Company''s website. The Company has maintained a register
under Section 189 of the Act and particulars of Related
Party Transactions are entered in the Register, whenever
applicable. Further, Related Party disclosures in compliance
with the applicable Accounting Standards have been given
in the Notes to the Financial Statements.

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

33. LISTING FEES:

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

34. OTHER STATUTORY DISCLOSURES:

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

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

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

b. Share Capital:

Authorised Capital:

The Authorized Share Capital of the Company is ?

2.00. 00.000/- (Rupees Two Crore Only) divided into

2.00. 000 (Two Lakhs) Equity Shares of ? 10 each.

During the year under review, the authorised
share capital of the Company was increased from
?2,00,00,000 (Rupees Two Crores), divided into

20.00. 000 (Twenty Lakhs) equity shares of ?10 each,
to ?12,50,00,000 (Rupees Twelve Crores Fifty Lakhs),
divided into 1,25,00,000 (One Crore Twenty-Five Lakh)
equity shares of ?10 each. This increase was approved
by the members of the Company through a resolution
passed in the Extra-Ordinary General Meeting held on
May 21,2024.

Issued, Subscribed & Paid-Up Capital:

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

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

Hence, as on 31/03/2025, the Paid up Share Capital
of the Company was '' 5,89,20,000 (Rupees Five
Crores and Eighty Nine Lakhs Twenty Thousand only)
divided into 58,92,000 (Fifty - Eight lakhs and Ninty
Two Thousand) Equity Shares of '' 10 (Rupees Ten
only) each.

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

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

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

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

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

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

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

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

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

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

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

The Company has in place a Policy for prevention of
Sexual Harassment at the workplace in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All the employees of the Company are
covered under the said policy. Internal Complaints
Committee has been set up to redress complaints
received regarding sexual harassment. There were no
complaints pending for the Redressal at the beginning
of the year and no complaints received during the
financial year.

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

No application has been made under the Insolvency
and Bankruptcy Code and hence, the requirement

to disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with
their status as at the end of the financial year is not
applicable.

i. Difference between amounts of valuation:

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

j. Frauds:

During the financial year under review, neither the
Statutory Auditors nor the Secretarial Auditor have
reported to the Audit Committee, under the provisions
of section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in the report of the Board.

k. Disclosure of accounting treatment:

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

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

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

m. Statement on Compliance with Maternity Benefit
Provisions:

The Company declares that it has duly complied with
the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended
the statutory benefits prescribed under the Act. The
Company remains committed to fostering an inclusive
and supportive work environment that upholds

the rights and welfare of its women employees in
accordance with applicable laws.

35. SAFETY & ENVIRONMENT:

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

36. GREEN INITIATIVES:

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

37. SECRETARIAL STANDARDS:

The Company has complied with all the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India during the year under review.

38. ACKNOWLEDGMENT:

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

39. CAUTIONARY STATEMENT:

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

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

Sd/- Sd/-

Swapnil Jatinbhai Shah Arpit Deepakkumar Shah

Chairman and Non-Executive, Managing Director

Non- Independent Director (DIN: 07214641)

(DIN: 05259821)

Date: August 29, 2025
Place: Ahmedabad

---

Mar 31, 2024

Your directors are pleased to present the 09^th Annual Report of your company on the operations and performance along with the Audited Financial Statements and the Auditor''s Report thereon, for the year ended on 31^st March, 2024. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance (standalone and consolidated) for the Financial Year ended March 31, 2024 is

^{summarized below:} (_? in Lakhs)

Particulars	2023-24	2023-24	2022-23
	(Consolidated)	(Standalone)	(Standalone)
Revenue from Operations	21249.96	6349.65	4,502.73
Other Income	539.95	369.40	157.73
Total Revenue	21789.91	6719.05	4,660.46
Expenses:
Cost of materials consumed	-	-	-
Purchases of Stock-in-Trade	16499.24	2920.98	2,013.69
Changes in inventories of finished goods work-in-progress and Stock-in-Trade	(66.62)	(137.83)	130.23
Employee benefit expenses	742.33	655.85	547.01
Finance costs	48.44	31.73	23.25
Depreciation and amortization expenses	89.59	89.59	47.73
Other expenses	1294.03	906.26	757.16
Total expenses	18607.01	4466.58	3,519.07
Profit/(Loss) before Tax	3182.90	2252.47	1,141.39
Less: Tax Expenses
Current Tax	659.62	644.95	300.00
Tax of earlier years (Net)	(3.07)	(3.07)	(0.29)
Deferred Tax liability	(71.38)	(71.38)	(8.60)
Profit for the period	2597.73	1681.97	850.28
Minority Interest	444.03	-	-
Profit for the period after Minority Interest	2153.70	-	-

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:

2.1 The total income for the year stood at ? 6719.05 lakhs, which is higher by 44.17% than the previous year''s total Income of ? 4660.46 lakhs. While the company has earned the profit of ? 1681.97 lakhs, which is also higher by 97.81% as compared to the previous year''s Profit of ? 850.28 Lakhs.

The consolidated income for the year stood at ? 21789.9 lakhs, and the consolidated profit after minority interest stood at ? 2,153.70 Lakhs.

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

The Company got Listing Approval from NSE for Initial Public Offer of 3,88,000 Equity Shares of face value of ? 10/- each at a price of ? 1229/- on May 26, 2023. The 3,88,000 equity shares of the company were listed on the NSE (EMERGE) Platform on May 29, 2023.

The Company has successfully concluded its maiden public issue of equity shares during the year 2023-24 aggregating to ? 4,768.52 lakhs.

The details of utilisation of IPO proceeds as on March 31, 2024 is as follows:

/ A m ai inf m 5 I nl/Url

Objects of the Issue	Amount Allocated for the Object	Amount Utilized	Balance available in HDFC Bank	Fixed Deposits available in HDFC bank
Public Issue Expenses	100.00	98.83	1.17	-
To meet working capital requirements	3030.36	1930.36	-	1,100.00
Funding investment for acquisition and General Corporate Purpose	1,638.16	1,638.16
Total	4,768.52	3,667.35	1.17	1,100.00

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

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2024 and the date of this Report.

4. DIVIDEND:

During the year under review, the Directors have declared 1^st interim dividend of ? 2.00/- (Rupees Two only) per equity share of ? 10/- (Rupee Ten only) each and 2^nd interim dividend ? 4.00/- (Rupees Four only) per equity share of ? 10/- (Rupee Ten only) each for the year ended March 31,2024.

As the Company has other pipelined projects for growth the Directors of your Company have not recommended final dividend for the financial year 2023-24.

The total dividend payout for FY24 is ? 6/- (Rupees Six only) per equity share of ? 10/- each [previous year ? 2/- (Rupees Two only) per equity share of ? 10/- (Rupee Ten only) each].

The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The policy is available on the website of the Company at https://remuspharma.com/policies/

5. CHANGE IN THE NATURE OF THE BUSINESS:

During the Financial Year 2023-24, there was no change in the nature of Business of the Company and continues to be in the same line of business as per the main object of the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Company''s Directors make the following statement pursuant to Sections 134(3)(c) and 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

d. The Directors have prepared the annual accounts on a going concern basis;

_e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding ? 10 Crore and Net worth not exceeding ? 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

8. Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance are not applicable to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

9. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

a. Board meetings:

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

The Company had 10 Board meetings during the financial year under review on:

Sr. No.	Date of Meeting	Sr. No.	Date of Meeting
1.	01-05-2023	6.	15-09-2023
2.	16-05-2023	7.	19-10-2023
3.	24-05-2023	8.	28-12-2023
4.	29-05-2023	9.	07-02-2024
5.	04-08-2023	10.	14-02-2024

Attendance of Directors in the Meetings:

Sr. No.	Name of Director	Designation	Number of Board Meetings attended during the year
1.	Mr. Arpit Deepakkumar Shah	Managing Director	6/10
2.	Mr. Swapnil Jatinbhai Shah	Chairman and WholeTime Director	10/10
3.	Ms. Roma Vinodbhai Shah	Whole- Time Director	8/10
4.	Mrs. Anar Swapnil Shah	Whole- Time Director	8/10
5.	Mr. Vishrut Pathak	Independent Director	5/10
6.	Mr. Balwant Purohit	Independent Director	4/10
7.	Ms. Sanjana Sanjeev Shah	Independent Director	5/10

The time gap between two consecutive Board meetings was less than 120 days and the necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

b. Appointment & Re-appointment of Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Swapnil Jatinbhai Shah (DIN: 05259821) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Swapnil Jatinbhai Shah (who is liable to retire by rotation), as Director of the Company.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of Mr. Swapnil Jatinbhai Shah is furnished in the Annexure B to the Notice of the 09^th AGM.

c. Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide for the definition of Independent Director. The following are the Independent Directors of the Company:

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

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

d. Familiarization Program for Independent Directors:

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

e. Resignation, Cessation and Changes in Key Managerial Personnel:

During the year under review, none of the Directors or Key Managerial Personnel have tendered their resignation and no person was appointed as a Director or Key Managerial Personnel of the Company.

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

f. Committees of the Board:

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

1. Audit Committee

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

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

During the year under review, the audit committee met 6 (Six) times.

2. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as on March 31, 2024 is as under:

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

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

As on March 31, 2024, no complaints are pending on the SEBI SCORES portal.

During the year under review, the Stakeholders Relationship Committee met 1(One) time. Further, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

3. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on March 31, 2024 is as under:

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

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

During the year under review, the Nomination and Remuneration Committee met 1(One) time.

4. Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility Committee as on March 31, 2024 is as under:

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

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

During the year under review, the Corporate Social Responsibility Committee met 2(Two) times.

g. Board Diversity:

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

h. Annual Performance evaluation by the Board:

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

i. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are as under:

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

10. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has following Subsidiary Companies as on March 31, 2024:

• Relius Pharma SRL, a subsidiary in Bolivia having office at 4to Anillo, Ed.Torre Duo, Piso 16, Of B, Barrio Equipetrol, Santa Cruz-Bolivia, with 99% Shareholding. During the year under review, the Company held 63.20 % and the remaining funds for completing 99% were transferred after the end of financial year but before the date of Board''s report.

• Espee Global Holdings LLC, a subsidiary in United States of America having office at1701 E Woodfield Rd, Suite 636, Schaumburg, Illinois 60173, with 56.67% membership interest.

The Company does not have a wholly-owned subsidiary as on March 31, 2024. There was no joint venture during the Financial Year under review.

During the year under review, the Company was holding 49.89% of the stake of Ratnatris Pharmaceuticals Private Limited (RPPL), making it an associate company. However, the Company sold all its investment in RPPL, therefore with effect from December 12, 2023, RPPL ceased to be an associate company.

Further, during the year a subsidiary company in name and style of Relius Pharmaceuticals LTDA was incorporated in Guatemala wherein the Company will infuse amount up to USD 5000 (US Dollars Five Thousand only) as capital towards the share subscription.

There has been no material change in the nature of the business of the Subsidiary Company and further, pursuant to the provisions of Section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiary in Form AOC-1 is attached to the Board''s Report of the Company as Annexure A. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Company are available on the website of the Company. The Company Secretary will make these documents available for inspection, electronically up to the date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.

11. EXTRA-ORDINARY GENERAL MEETINGS AND POSTAL BALLOTS

During the year there was one (1) extra-ordinary general meeting of the shareholders was held through VC/OAVM on March 13, 2024. Further, there were no resolutions passed by Postal ballot during the year.

12. AUDITORS AND AUDIT REPORTS:

a. Statutory Auditors:

During the year, due to resignation of M/s. Parikh & Majmudar, Chartered Accountants w.e.f. February 06, 2024, the erstwhile statutory auditors of the Company, the Board of Directors in the meeting held on February 07, 2024, recommended the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountants (Firm Registration No. 107361W) as Statutory Auditors of the Company to fill the casual vacancy and the members by way of resolution passed at the Extra-Ordinary general meeting held on March 13, 2024 had appointed M/s. Pankaj R. Shah & Associates, Chartered Accountants (Firm Registration No. 107361W), as the Statutory Auditors of the Company to hold office till the conclusion of 09^th AGM, to be held in year 2024.

The Board of Directors has, based on the recommendation of the Audit Committee, considering the experience and expertise of M/s. Pankaj R. Shah & Associates, Chartered Accountants, at its meeting held on August 14, 2024, proposed the appointment of M/s Pankaj R. Shah & Associates (Firm Registration No. 107361W) Chartered Accountants as the Statutory Auditors of the Company for a period of 05 years, to hold the office from the conclusion of this 09th Annual General Meeting till the conclusion of 14^th Annual General Meeting to be held in calendar year 2029. M/s. Pankaj R. Shah & Associates , have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with the provisions of Section 139 read with Section 141 of the Act. The proposal of their appointment is included in the Notice of Annual General Meeting sent herewith. The Audit Committee and the Board of Directors recommend the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountants, as the Statutory Auditors, at Annual General Meeting and at such remuneration as may be mutually agreed between the Statutory Auditors and the Board of Directors of the Company.

b. Statutory Auditors'' Report:

The notes of the financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remarks. The Statutory Auditors, M/s. Pankaj R. Shah & Associates , have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. Further, the Directors have reviewed the Auditor''s Report.

Further, the observations of Statutory Auditor in its reports on the financials are self-explanatory and therefore do not call for any further comments. Furthermore, there are no qualifications, reservations or adverse remarks contain in the Auditor''s Report for the year under review.

c. Internal Auditors:

The Company has appointed M/s. BJ. Patel and J.L Shah (FRN: 104148W) as the Internal Auditors of the Company in the Board Meeting held on May 29, 2023. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.

d. Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Secretarial Audit for the Financial Year ended on March 31, 2024, issued by Mr. Tapan Shah, Practicing Company Secretary, Ahmedabad is annexed as Annexure B and to this Report.

13. COST RECORDS:

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

14. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today''s dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company were 48 as on March 31, 2024.

15. PARTICULARS OF EMPLOYEES:

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

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

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

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CAUTIONARY STATEMENT:

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

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are applicable to the Company.

The CSR policy is available on the website of your Company. The Annual Report on CSR activities is annexed as Annexure F and forms part of this report. The Company has spent more than 2% of the average net profits of your Company, during the three years immediately preceding financial year.

19. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the amendments thereof, the Company has formulated and amended from time to time, a "Code of Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company.

20. BORROWING:

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

21. INSURANCE:

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

22. RISK MANAGEMENT:

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

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

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

The Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the 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 the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

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

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

25. POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company

26. CODE OF CONDUCT:

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

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2024 is available on the website of the Company at https://remuspharma.com/annual-reports/.

28. LITIGATION:

There was no material litigation outstanding as on March 31, 2024 and the details of pending litigation, if any, including tax matters are disclosed in the Financial Statements.

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

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN THE PRESCRIBED FORM:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. The material related party transactions entered into by the Company with the related parties during the financial year under review, are disclosed in Form AOC-2 annexed as Annexure G as per Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

In line with the provisions of the Act the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company''s website. The Company has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Further, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements.

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

31. LISTING FEES:

The Company''s equity shares are listed under the SME Segment of the National Stock Exchange of India Limited ("NSE") popularly known as NSE EMERGE Platform since May 29, 2023. The Company confirms that it has paid the annual listing fees for the Financial Year 2024-25 to the NSE.

32. OTHER STATUTORY DISCLOSURES:

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

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

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

b. Share Capital:

Authorised Capital:

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

Issued, Subscribed & Paid-Up Capital:

The issued, subscribed and paid-up capital of the Company is ? 1,47,30,000 (One Crore Forty- Seven Lakhs Thirty Thousand only) divided into 14,73,000 (Fourteen Lakhs Seventy -Three Thousand) equity shares of ? 10 each.

During the period under review, the Paid-up equity capital of the Company increased from ? 1,08,50,000/- to ? 1,47,30,000/- pursuant to the Initial Public Offer and hence, issued and allotted 3,88,000 equity shares of ? 10 each at the premium of ? 1219 per equity share .

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

Further, after the completion of the financial year and before adoption of Board''s report the Company allotted 44,19,000 equity shares pursuant to bonus issue in the ratio of 3:1. Accordingly, paid- up share capital of the Company stood enhanced to ? 5,89,20,000. The trading for the said equity shares began from June 20, 2024 pursuant to approval received from National Stock Exchange of India Limited(NSE) .

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

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

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

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

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

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

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

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

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

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.

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

No application has been made under the Insolvency and Bankruptcy Code and hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

i. Difference between amounts of valuation:

The requirement to disclose the details of difference between amount of the valuation done at the time of

one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable for the period under this report.

j. Frauds:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under the provisions of section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the report of the Board.

k. Disclosure of accounting treatment

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

33. SAFETY & ENVIRONMENT

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

34. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 8th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

35. SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.

36. ACKNOWLEDGMENT:

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

37. CAUTIONARY STATEMENT

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

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

Swapnil Jatinbhai Shah A rp it De e pa kkumar Shah

Chairman and Whole Time Director Managing Director

(DIN: 05259821) (DIN: 07214641)

Date: August 14, 2024 Place: Ahmedabad

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the audited financial statements, for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS	(Rs. In Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	4,502.73	2,471.71
Other Income	157.73	72.00
Total Revenue	4,660.46	2,543.71
Expenses:
Cost of materials consumed	-	-
Purchases of Stock-in-Trade	2,013.69	1,270.64
Changes in inventories of finished goods work-in-progress and Stock-in-Trade	130.23	-43.87
Employee benefit expenses	547.01	342.35
Finance costs	23.25	8.72
Depreciation and amortization expenses	47.73	15.48
Other expenses	757.16	489.05
Total expenses	3,519.07	2,082.37
Profit/(Loss) before Tax	1,141.39	461.34
Less: Tax Expenses
Current Tax	300.00	119.40
Tax of earlier years (Net)	(0.29)	-
Deferred Tax liability	(8.60)	(1.47)
Profit for the period	850.28	343.41

2. COMPANY''S PERFORMANCE

The total income for the year stood at Rs. 4660.46 lakhs, which is higher by 83.21% than the previous year''s total Income of Rs. 2543.72 lakhs. While the company has earned the profit of Rs. 850.28 lakhs, which is also higher by 147.60% as compared to the previous year’s Profit of Rs. 343.41 Lakhs.

3. MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure 1.

4. INITIAL PUBLIC OFFER & LISTING OF SHARES

Your Company got Listing Approval from NSE for Initial Public Issue of 3,88,000 Equity Shares of face value of Rs. 10/- each at a price of Rs.1229/- on May 26,2023.

The 3,88,000 equity shares of the company were listed on the NSE (EMERGE) Platform on May 29, 2023.

Your Company has successfully concluded its maiden public issue of equity shares during the year 2023-24 aggregating to Rs. 4,768.52 lakhs.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Act and the Company''s Articles of Association, Ms. Roma Vinodbhai Shah (DIN: 07214632) retires by rotation and being eligible, offers herself for re-appointment. Relevant resolutions seeking shareholders'' approval forms part of the Notice.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Further, during the year 2022-23, the following changes have been made in Board of Directors of the Company:

Name of Director	Category Cum Designation	Appointment/ Change in Designation	Date of Appointment/ Change in Designation
Mr. Vishrut Chandramauli Pathak	Additional Director designated as Independent Director	Appointment	January 06,2023
Mr. Balwant Purohit	Additional Director as designated Independent Director	Appointment	January 06,2023
Ms. Sanjana Sanjeev Shah	Additional Director designated as Independent Director	Appointment	January 06,2023
Mr. Arpit Deepakkumar Shah	Managing Director	Change in Designation	January 16, 2023
Mr. Swapnil Jatinbhai Shah	Chairman and Whole Time Director	Change in Designation	January 16, 2023
Ms. Roma Vinodbhai Shah	Whole Time Director	Change in Designation	January 16, 2023
Mrs. Anar Swapnil Shah	Whole Time Director	Change in Designation	January 16, 2023
Mr. Vishrut Chandramauli Pathak	Non- Executive Independent Director	Change in Designation	January 21, 2023

Mr. Balwant Purohit	Non- Executive Independent Director	Change in Designation	January 21, 2023
Ms. Sanjana Sanjeev Shah	Non- Executive Independent Director	Change in Designation	January 21, 2023

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

• Mr. Arpit Deepakkumar Shah- Managing Director

• Mr. Swapnil Jatinbhai Shah - Chairman and Whole Time Director

• Ms. Roma Vinodbhai Shah - Whole Time Director

• Mrs. Anar Swapnil Shah- Whole Time Director

• Ms. Anjali Shah - Chief Financial Officer*

• Ms. Deval Patel- Company Secretary and Compliance Officer**

*Ms. Anjali Shah has been appointed as Chief Financial Officer of the Company w.e.f January 06,2023.

** Ms. Deval Patel has been appointed as Company Secretary and Compliance Officer w.e.f. January 06, 2023.

As on March 31, 2023 the Board Composition is as follows: -

Name of Director	DIN	Category Cum Designation	Date of Appointment/ Change in Designation	No. of shares held as on March 31, 2022
Mr. Arpit Deepakkumar Shah	07214641	Managing Director	January 16, 2023	2,50,000
Mr. Swapnil Jatinbhai Shah	05259821	Chairman and Whole Time Director	January 16, 2023	2,50,000
Ms. Roma Vinodbhai Shah	07214632	Whole Time Director	January 16, 2023	2,50,000
Mrs. Anar Swapnil Shah	06895297	Whole Time Director	January 16, 2023	2,50,000
Mr. Vishrut Chandramauli Pathak	03278445	Non- Executive Independent Director	January 21, 2023	Nil
Mr. Balwant Purohit	09806032	Non- Executive Independent Director	January 21, 2023	1,000
Ms. Sanjana Sanjeev Shah	09811689	Non- Executive Independent Director	January 21, 2023	Nil

6. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the general reserve out of the amount available for appropriation.

7. DIVIDEND

The Board has recommended a final dividend at the rate of 20% of face value of Equity shares i.e. Rs. 2/- per share for financial year ending March 31,2023, subject to approval of members at the ensuing AGM. The total dividend pay-out will amount to Rs. 29.46 Lakhs. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose name appears in the Company’s Register of Members as on the record date of September 15, 2023, and the dividend pay-out date will within 30 days from date of declaration. In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“SEBI Listing Regulations”), the dividend distribution policy of the Company is available on the Company’s website.

8. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 does not apply to the Company as the Company has not declared any dividend prior to the proposed dividend, in any of the earlier financial years.

10. SHARE CAPITAL

Authorised Capital: -

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

During the period under review the members of the Company in the general meeting held on November 19,2022 had increased the Authorised Share Capital of the Company from Rs. 1,00,00,000/- (Rupees One Crore Only) to Rs. 2,00,00,000/- (Rupees Two Crore Only).

Issued, Subscribed & Paid-Up Capital: -

The issued, subscribed and paid-up capital of the Company is Rs. 1,08,50,000 (One Crore Eight Lakhs Fifty Thousand only) divided into 10,85,000 (Ten Lakhs Eighty-Five Thousand) equity shares of Rs. 10 each.

During the period under review, the Paid-up equity capital of the Company increased from Rs. 1,00,00,000/- to Rs. 1,08,50,000/- pursuant to the issuance of shares on preferential basis by the Company.

The Company has issued and allotted 85,000(Eighty-Five Thousands) equity shares of INR 10/- each per share, at a premium of INR 490/- each per share, making total of INR 500/- per share to various investors on December 30,2022 by way of preferential issue.

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

Further, after the completion of the financial year and before adoption of Board''s report the Company came out with the Initial Public Offer and hence, issued and allotted 3,88,000 equity shares of Rs. 10 each at the premium of Rs. 1219 per equity share. Accordingly, paid-up share capital of the Company stood enhanced to Rs. 1,47,30,000. The Company got listed on the NSE EMERGE platform of National Stock Exchange on May 29,2023.

11. CHANGE IN CONSTITUTION AND NAME OF THE COMPANY

During the period under review, the Company had converted itself from the Private Limited Company to Public Limited Company and hence the Company was issued new Certificate of incorporation dated January 06,2023 in the name of Remus Pharmaceuticals Limited.

The members’ of the Company in their general meeting held on January 02,2023 have adopted new Articles of Association and Memorandum of Association pursuant to Conversion of the Company from Private Limited to Public Limited Company.

12. GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Date of Meeting	Type of Meeting
01	01.09.2022	Extra Ordinary General Meeting
02	30.09.2022	Annual General Meeting
03	19.11.2022	Extra Ordinary General Meeting
04	05.12.2022	Extra Ordinary General Meeting
05	10.12.2022	Extra Ordinary General Meeting
06	20.12.2022	Extra Ordinary General Meeting
07	02.01.2023	Extra Ordinary General Meeting
08	21.01.2023	Extra Ordinary General Meeting

13. DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

14. CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of the Company.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report is that the company got the Listing Approval of Draft Red Herring Prospectus (DRHP) for Initial Public Issue of 3,88,000 Equity Shares of face value of Rs. 10/- each on May 26, 2023.

After submission of Red Herring Prospectus (RHP) and Prospectus for Initial Public Issue, the company received the Final Approval for Listing of Equity shares on NSE (EMERGE) platform on May 26, 2023.

The Company got listed on NSE EMRGE on May 29, 2023 with listing price of Rs. 1711.25/- per equity share against the issue price of Rs. 1229/- per equity share.

DETAILS OF THE ISSUE OF EQUITY SHARES THROUGH IPO

Equity Shares Offered through Public Issue	3,88,000 Equity Shares aggregating up to Rs. 4768.52 lakhs
Out of which:
Issue Reserved for the Market Makers	19,500 Equity Shares aggregating up to Rs. 239.66 lakhs
Net Issue to the Public	3,68,500 Equity Shares aggregating up to Rs. 4528.87 lakhs
Out of which
A. QIB Portion	Not more than 1,84,200 Equity Shares aggregating up to Rs. 2263.82 lakhs
Of which
Anchor Investor Portion	1,10,500 Equity Shares aggregating up to Rs. 1358.05 lakhs
Net QIB Portion	73,700 Equity Shares aggregating up to Rs. 905.77 lakhs
B. Non- Retail Portion	Not less than 55,300 Equity Shares aggregating up to Rs. 679.64 lakhs
C. Retail Portion	Not less than 1,29,000 Equity Shares aggregating up to Rs. 1585.41 lakhs

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

A. CONSERVATION OF ENERGY:

(i)	The steps taken or impact on the conservation of energy;		There were no major steps taken for conservation of energy during the year
(ii)	The steps taken by the company for utilizing alternate sources of energy;		Nil

(iii)

The capital investment on energy conservation equipment;

Nil

B. TECHNOLOGY ABSORPTION:
(i)	The efforts made towards technology absorption;	The Company has not taken any technology in particular or entered into any technology agreement during the period. During the year, no further development is done for research
(ii)	The Benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii)	In case of imported technology (imported during the last 5 years reckoned from the beginning of financial year) -	No foreign technology is involved.
	a) The details of technology imported;	Nil
	b) The year of Import;	Nil
	c) Whether the technology been fully absorbed	Nil
	d) If not fully absorbed, areas where absorption has not taken place, and reasons there of; and	Nil
(iv)	The expenditure incurred on research and development.	Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:

	Particulars	Current Year (Amount in Lakhs)
A)	Foreign Exchange Earning	4395.41
B)	Foreign Exchange Outgo
1.	CIF Value of Capital Goods
2.	CIF Value of inputs
3.	Other	178.16

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

(a) financial; (b) legal and regulatory;(c) operating; and(d) commercial risks, including health, safety and environment.

The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals.

18. CORPORATE SOCIAL RESPONSIBILITY

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

19. INSURANCE

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

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2022-23 and hence, no complaint is pending as on March 31, 2023 for redressal.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

22. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

During the period under review, the members of the Company in their meeting held on December 10 ,2022 increased the limits under section 185 and 186 from Rs. 25 Crore, up to an amount of Rs. 100 crore. Further, the limits under section 185 and 186 were further increased from Rs. 100 crores up to Rs. 200 crores by the members of the Company in their meeting held on December 20,2022.

24. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. MAINTENANCE OF COST RECORDS AND COST AUDIT

Maintenance of Cost Records has been specified by the Central Government, under sub -section (1) of section 148, of the Companies Act, 2013, and records in not applicable to the Company.

26. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

27. FORMAL ANNUAL EVALUATION

As per the provisions of Companies Act, 2013, every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

During the year under review the company was neither the listed entity nor had the paid-up share capital of twenty-five crore rupees or more and hence the said provisions were not applicable to your company.

28. STATUTORY AUDITORS

The Company has appointed M/s. Parikh & Majmudar, Chartered Accountants (FRN-107525W) Ahmedabad for a period of Five years from the conclusion of 5^th Annual General Meeting till the conclusion of the 10th Annual General Meeting to conduct Audit from Financial year 2019-2020 to year 2023-2024. So, there will be no re-appointment of Auditors at the ensuing AGM of the Company.

The notes forming part of the accounts are self-explanatory as far as Auditor’s Report is concerned and therefore, it does not require any further comments.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company was not falling under criteria of Secretarial Audit for FY 2022- 23.

30. ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company''s website.

31. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and remuneration) Rules, 2014 have been annexed as Annexure- 2.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 of the Act in Form AOC-2 are annexed herewith as ANNEXURE: 3 to this report.

33. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

34. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

36. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

37. INTERNAL AUDITOR

During the period under review, the provisions relating to appointment of Internal Auditors were not applicable to the Company.

38. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Internal controls encompass a set of rules, policies and procedures to provide reasonable assurance for achievement of the organizational objectives in operational effectiveness and efficiency, reliable financial reporting and compliance with laws, regulations and policies. Your Company’s internal control systems are commensurate with the size and nature of its operations, which records transactions and operations; ensures protection against misuse or loss of the Company’s assets; ensures efficiency in operations of the plant and facilitates transparency and accuracy of financial reporting.

39. DEPOSITS

The Company has not invited deposit from members or public.

40. WEBSITE

The corporate website is https://remuspharma.com/ reflecting the details and business of the company. Also, the website displays financial & corporate information.

41. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

42. REPORTING FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

43. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(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 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 this Act 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; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for 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 the timely preparation of reliable financial information.

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

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

45. SECRETARIAL STANDARDS OF ICSI

Your company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.

46. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. The Company has a " VIGIL MECHANISM / WHISTLE BLOWER POLICY", the copy of which is available on the website of the Company, namely https: //remuspharma.com/

47. SAFETY & ENVIRONMENT

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

48. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 8th Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

49. ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.