Share Wealth

Year End :2023-03

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.