The Directors have pleasure in presenting the 35^th Annual Report of the Company, together with the Audited
accounts for the financial year ended 31^st March’2024.

Financial Highlights (Rs. In Lakhs)

State of Company Affairs

The Company is engaged in the business of pharmaceutical products, drug intermediaries & API’s etc and
could not do any business during the financial year under review. The Board of Directors of your company
are exploring the business opportunities and are confident to start the business in the coming years.

Dividend

As the Company has not done any business and incurred losses, the Board of Directors has not
recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31,
2024

Transfer to Reserves

As there is no profit, the Board of Directors could not propose to transfer any amount to the General
Reserve.

Changes in Share Capital

During the year under review, there is no change in Authorized and Paid-up share capital of the Company

Material Changes and Commitments affecting the Financial Position of the Company which have
occurred between 31^st March’2024 and 22^nd August’2024 (Date of the Report)

No Material Changes and Commitments affecting the Financial Position of the Company have occurred till
22^ndAugust’2024

Nature of Business

The Company is engaged in the business of business of pharmaceutical products, drug intermediaries & API’s
etc and there has been no change in the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of
Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

Annual Return

A copy of the Annual Return for the F.Y 2022-23 pursuant to the sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014
and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)
(a) and is available at the following link: www.venmaxdrugs.com

Director’s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made
judgements and estimates that were 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 or Loss of the Company for the Year
under review.

iii) The Directors have 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.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) 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.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable
laws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. N.
Krishnaiah (DIN: 07279009), who retires by rotation at the conclusion of this 35th AGM and offers himself for
re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his
re- appointment.

b. Composition of Board of Directors

As on March 31, 2024 the Board constitutes the following directors:

c. Changes in Directors and KMP:

During the year Mr. Raj Kumar Rai, Managing Director has resigned from his office w.e.f.16^th January
2024. The Board accepted his resignation and placed on record for appreciation for his work
during tenure of his office.

d. Changes Subsequent the Financial Year

Till the date of the Directors’ Report, the following changes took place on the Board/KMP of the
Cnmnanv:

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange
Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu,
Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as ‘Annexure-B’.

During the year under review, there were no qualifications, reservations or adverse remarks reported by
Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his
duties as Secretarial Auditor.

Trading of Equity Shares in BSE under Suspension

The Trading of Equity Shares in BSE is under suspension due to non-payment of Annual Listing Fees. Now
the Company is in process of making application to the BSE for revocation of suspension.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate report on corporate governance along with a certificate from a practicing Company
Secretary on its compliance and forms an integral part of this Board’s Report as “Annexure- C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion
and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, four Meetings of the Board were convened and held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between
the Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried
out annual evaluation / annual performance evaluation, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. The Directors expressed their satisfaction
with the evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from the Independent Directors of the Company to the
effect that they are Meeting the criteria of Independence as provided in sub-section (6) of section 149 of
the Act and of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and
experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory
Auditors of the Company at the 34^th AGM for a term of 5 consecutive financial year starting from 2023-24
to 2027-28 and shall hold office until the conclusion of 38^th Annual General Meeting. Your directors
recommend their appointment.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity
of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit
Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman
of the Audit Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control
System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all
levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant Audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies
Act,2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition,
Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the
recommendation made by the Audit Committee during the period were accepted by the Board of Directors.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in
accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in
Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship, Committee are included
in Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the
Stakeholders’ Relationship Committee.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining
to forming of Risk Management Committee, is not applicable to the Company during the Financial Year
under review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the
Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties
which could be considered ‘Material’ according to the Policy of the Company on materiality of Related
Party Transactions. There were no related party transactions with any person or entity belonging to
promoter/ promoter group which holds 10% or more shareholding in the Company. Details of all related
party transactions are disclosed in the financial statements.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the
Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant
transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behavior
by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud
or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the
Company. The web link for the policy is as follows: www.venmaxdrugs.com

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of
determining materiality of an event or information of the Company and to ensure that such information
is adequately disseminated in pursuance with the Regulations and to provide an overall governance
framework for such determination of materiality.

Policy on directors’ appointment, remuneration & other details

The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company’s shareholders may refer the Company’s website for the detailed Nomination & Remuneration
Policy of the Company on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters provided under sub¬
section (3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going
Concerns Status and Company’s Operations in future

The Company has not received any Significant or Material Orders passed by any Regulatory Authority,
Court or Tribunal which shall impact the Going Concern Status and Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period
under review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all
levels and your Company is committed to maintain good relations with the employees. It has taken various
steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business
opportunities. At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts/Securities lying for a period of seven years.
Therefore, there were no Funds/Securities which were required to be transferred to Investor Education
and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company does not have any Employee who is employed throughout the Financial Year and in
receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and
in receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

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

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not
applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board
from time to time, are in force by the Company. The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider
Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other
Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, Designated Employees and other Employees from Trading in the Securities of VENMAX DRUGS AND
PHARMACEUTICALS LIMITED at the time, when there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per “The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act,
every Company is required to set up an Internal Complaints Committee to look into complaints relating to
Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance
Committee has been constituted for reporting and conducting inquiry into the complaints made by the
victim on the harassments at the workplace. During the Year under review, no complaint of harassment at
the workplace was received by the Committee.

Acknowledgement

Your directors take this opportunity to place on record the valuable co-operation and continuous support
extended by its valued business associates, Consultants, Auditors, Suppliers, Customers, Banks / Financial
Institutions, Government authorities and the shareholders for their continuously reposed confidence in the
Company and look forward to having the same support in all its future endeavors.

Your directors also wish to place on record their sincere appreciation for significant contribution made by
the employees at all the levels through their dedication, hard work and commitment, thereby enabling the
Company to boost its performance during the year under report.

Date: August 22, 2024 By Order of the Board of Directors

Place: Hyderabad

Sd/- Sd/-

N. Krishnaiah P. Meena Kumari

Managing Director Director

(DIN: 07279009) (DIN: 10458622)