Venus Remedies Limited has filed its yearly disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 31(4) for the financial year ended March 31, 2026. The disclosure was submitted to both National Stock Exchange of India Ltd. and BSE Limited on April 4, 2026.

Key Disclosure Details

The disclosure was filed by Pawan Chaudhary, Managing Director of Venus Remedies Limited, on behalf of all promoters and promoter group members along with persons acting in concert. The filing confirms compliance with SEBI regulations regarding substantial acquisition of shares and takeover provisions.

Share Encumbrance Status

The company has declared that no equity shares of promoters and promoters' group are encumbered or pledged as of March 31, 2026. The disclosure specifically states that promoters and promoter group members have not made or released any encumbrance of shares, directly or indirectly, other than those already disclosed to the stock exchanges.

Promoter and Promoter Group Composition

The disclosure covers six entities within the promoter and promoter group structure:

Regulatory Compliance

The filing demonstrates Venus Remedies Limited's adherence to SEBI's transparency requirements under the Substantial Acquisition of Shares and Takeovers Regulations, 2011. The disclosure was digitally signed by Pawan Chaudhary on April 3, 2026, and subsequently forwarded to the stock exchanges by Company Secretary Neha on April 4, 2026.

The company maintains its corporate office at Industrial Area, Phase-I, Panchkula, Haryana, with its registered office located in Chandigarh. Venus Remedies Limited operates multiple manufacturing units across India and Germany, reflecting its diversified operational presence in the pharmaceutical sector.

Venus Remedies Limited has announced a significant development within its promoter group structure, disclosing information about an approved merger between two key promoter group entities. The pharmaceutical company received formal communication on March 2, 2026, regarding the corporate restructuring initiative.

Merger Details and Structure

The disclosure pertains to a Scheme of Amalgamation between Sunev Pharma Solutions Private Limited and Spine Software Systems Private Limited, both promoter group entities of Venus Remedies. Under the approved scheme, Sunev will merge with and into Spine, creating a consolidated entity within the promoter group structure.

Shareholding Impact and Transfer

The merger carries significant implications for Venus Remedies' shareholding structure. Sunev Pharma Solutions currently holds 17.21% of Venus Remedies' equity share capital, representing a substantial stake in the pharmaceutical company. Upon the scheme becoming effective, this entire shareholding will vest in Spine Software Systems.

Corporate Control and Governance

Venus Remedies has emphasized that this transaction represents an internal promoter group restructuring exercise. The company has clarified that the merger will not result in any change of control, maintaining the existing governance structure and management oversight.

Key aspects of the restructuring include:

• Unchanged Control Structure: The merger will not alter the control dynamics of Venus Remedies
• Stable Shareholding: Aggregate promoter and promoter group shareholding in Venus Remedies will remain unchanged
• Internal Reorganization: The transaction is characterized as an internal restructuring within the promoter group

Regulatory Compliance and Disclosure

The disclosure was made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, demonstrating Venus Remedies' commitment to regulatory compliance and transparency. The company received the communication on March 2, 2026, from both promoter group entities confirming their respective board approvals for the merger scheme.

The implementation of the scheme remains subject to obtaining necessary statutory and regulatory approvals, which is standard procedure for such corporate restructuring transactions. Venus Remedies has requested stakeholders to take note of this information as part of its ongoing disclosure obligations.