Annual report for FY 2025-26.

VENUS 6nioy gnliouarf ons Date and Annual Report of the company for FY 2025-26. Dear Sir/Madam, ln terms of Regulation 34(1 ) of the SEBl (LODR) Regulations, 2015, kindly be informed that the 37th Annual General Meeting of the Company is scheduled to be held on Thursday, August 20, 2026, at 11 :30 a.in. (1 ST) through video Conferencing ('VC") / Other Audio Vlsual Means ("OAVM"). In terms of the requirements Of Regulation 34(1) of the SEBl (Listing Obligations and Disclosure Requirements) (Listing Regulations), we are submitting herewith the Annual Report of the Company and the Notice of AGM for the financial year 2025-26, which is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (RTA)/Depository Participants (DPs). Further, in accordance with Regulation 36(1)(b) Of the ListingRegulations,theCompanyisalsosendingalettertothoseMemberswhosee-mailaddresses are not registered with the Company/RTAVDPs, providing the weblink from where the Annual Report for the financial year 2025-26 can be accessed on the Company's website. The cut-off date for determining eligible shareholders for remote e-voting/ e- voting will be on Thursday, August 13, 2026. Any person who is a member of the company as on Thursday, August 13, 2026 shall be entitled to vote through remote e-voting/ e-voting. The remote e-voting period commences on Monday, August 17, 2026 (9:00 a.in.) and ends on Wednesday, August 19, 2026 (5 :00 p.in.). The remote e-voting module shall be disabled by MUFG lntime India Pvt. Ltd. for voting thereafter. Record date for the purpose of dividend is 7th August 2026. The detailed notice of the 37th Annual General Meeting along with Annual Report for the FY 2025- 26 are enclosed herewith. We request you to take the above on records. Thanking you Yours faithfully, for VENUS REWIEDIES LIMITED Neha (Company Secretary) M. No. F8374 VEllus REMEDIES LIMITED coxpofate omcc : Uult-I : 51-52, IndustrraJ Arca, Phase-I, PanchkuLa (Hry.) a ::i5.2+5T|u7S2%3*a%?2S3%-6'9FF¥S!T[%_23€:;3ds[ndia 134113, India Reed. Ofnce : Uult-II : SCO 857, Cabin No. 10, 2nd Flcor, NAG, Manimajra, Chandigarh (U.T.) 160101, India TF#?;n:#9Si2¥4d2Eis£%L??#8r[=Epiphase-HErfu.), Website : www.venusremedies. com wwu/ vmrcindia.com Unit-V : ©ffiE± VENUS PHARMA Gmbl] email : inftxgivnusrernedics.com AM Einhnhof I-3, D-59368, C[N No. : L24232CH l989PI,C009705 Weme, Germany SGS CORPORATE OVERVIEW VENUS REMEDIES LIMITED Registered Office :SCO 857, Cabin no. 10, 2nd Floor, NAC Manimajra, Chandigarh 160101 Corporate Office: 51-52, Industrial Area, Phase-1, Panchkula-134113, Haryana CIN:L24232CH1989PLC009705 NOTICE OF 37th ANNUAL GENERAL MEETING Notice is hereby given that 37th Annual General Meeting of Members of the company is scheduled to be held on 20th August 2026 at 11:30 A.M. through Video Conferencing/ Other Audio-Visual Means (“VC/OAVM”) Facility to transact the following business: ORDINARY BUSINESS(ES) re-appointed as director of the Company liable to retire by rotation.” 1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial 5. To re-appoint Mr. Peeyush Jain (DIN: 00440361) as year ended 31st March 2026 and the reports of the director liable to retire by rotation: Board of Directors and Auditor thereon: “Resolved that pursuant to the applicable provision(s) of “RESOLVED THAT the audited standalone financial the applicable law(s) (including any amendments thereto statements of the Company for the financial year ended or re-enactment thereof for the time being in force), in 31st March 2026 and the reports of the Board of Directors accordance with the Articles of Association of the Company, and Auditor thereon as circulated to the members with the Mr. Peeyush Jain (DIN: 00440361), Deputy Managing Director notice of the Annual General Meeting, be and are hereby of the Company, who retires by rotation and being eligible received, considered and adopted.” has offered himself for re-appointment, be and is hereby re-appointed as director of the Company liable to retire by 2. To receive, consider and adopt the audited consolidated rotation.” financial statements of the Company for the financial year ended 31st March 2026 and the report of the SPECIAL BUSINESS(ES) Auditor thereon: 6. To ratify remuneration of the cost auditor for the “RESOLVED THAT the audited consolidated financial financial year 2026-27: statements of the Company for the financial year ended To consider and, if thought fit, to pass with or without 31st March 2026 and the report of Auditor thereon, as modification, the following resolution as an ORDINARY circulated to the members with the notice of the Annual RESOLUTION: General Meeting, be and are hereby received, considered and adopted.” “RESOLVED THAT Resolved that pursuant to the applicable provision(s) of the applicable law(s) (including any 3. To declare dividend on equity shares: amendments thereto or re-enactment thereof for the time “Resolved that the final dividend of Rs.10/- (Rupees Ten being in force), and upon recommendation of the Audit only) per equity share (i.e. 100% on the face value of 10/-), Committee and the Board of Directors, the remuneration as recommended by the Board of Directors, for the financial of Rs.1,10,000/- (Rupees One Lac and Ten thousand only) year ended 31st March, 2026, be and is hereby declared.” plus applicable taxes and reimbursement of out-of-pocket expenses to be paid to M/s C. L. Bansal & Associates, Cost 4. To re-appoint Mr. Ashutosh Jain (DIN: 01336895) as Auditors, to audit the cost records maintained by the director liable to retire by rotation: Company for the financial year 2026-27, as approved by the “Resolved that pursuant to the applicable provision(s) of Board on the recommendation of the Audit Committee, be the applicable law(s) (including any amendments thereto and is hereby ratified and confirmed.” or re-enactment thereof for the time being in force), in accordance with the Articles of Association of the Company, “RESOLVED FURTHER THAT the Board of Directors be and is Mr. Ashutosh Jain (DIN: 01336895), Executive Director of hereby authorised to do all such acts, deeds, matters and the Company, who retires by rotation and being eligible things and take all such steps as may be deemed necessary, has offered himself for re-appointment, be and is hereby proper, or expedient to give effect to the above resolution.” ANNUAL REPORT 2025-26 VENUS REMEDIES LIMITED 7. To appoint Mr. Saransh Chaudhary as Executive Director of leave, though payable, shall not be included in (Whole Time Director) of the Company for a term of five the computation of ceiling on remuneration and years: perquisites as aforesaid. To consider and if thought fit, to pass with or without I. Minimum Remuneration: modification(s), the following resolution as a SPECIAL In the event of loss or inadequacy of profits in any RESOLUTION: financial year, Mr. Saransh Chaudhary shall be entitled “RESOLVED THAT pursuant to the provisions of Sections to receive total remuneration including perquisites, 196, 197, 198 and other applicable provisions, if any, of the etc. upto the limit as approved by the members herein Companies Act, 2013 (‘the Act’) read with Schedule V to the above, as minimum remuneration, subject to receipt of Act and the Companies (Appointment and Remuneration of such approvals as may be required, if any. Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time II. Other Terms and Conditions: being in force), and applicable provisions of the SEBI (Listing Appointment of Mr. Saransh Chaudhary shall be liable Obligations and Disclosure Requirements) Regulations, to retire by rotation.” 2015, relevant provisions of the Articles of Association of the Company, and subject to such other permissions, sanction(s) “RESOLVED FURTHER THAT Mr. Saransh Chaudhary as may be neces [Showing first 8,000 characters — download PDF for full document]