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:

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
cs@remuspharma.com. 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.

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

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:

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:

* 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:

* 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:

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.

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.