Amendment to AOA/MOA

.¥;E¥.'".,`..',.`` VRL/SEC/EXCHANGE Date:20.07.2026 National Stock Exchange of India Ltd. BSE Limited 5th Floor, Exchange Plaza 25th Floor, Phiroze Jeejeebhoy Bandra (E), Towers, Dalal Street Mumbai-400 051 Mumbai Script Code: VENUSREM Script Code: 526953 Sub.: Outcome of Board Meeting date 20th July 2026. Dear Sir/ Madam, Pursuant to Reg 30 and other applicable regulations of SEBI LODR and with reference to the communication made on 9th July 2026, the Board of Directors of Venus Remedies Limited ("the Company") at its meeting held on Monday, July 20, 2026 (i.e., today), inter-alia, considered and approved the following: 1. Financial Results: The Unaudited Financial Results (Consolidated and Standalone) for the quarter ended June 30, 2026, along with the Limited Review Report of the Statutory Auditor in compliance with Regulation 30 and 33 of Listing Regulations. The unaudited Financial Results (Consolidated and Standalone) along with the Limited Review report are enclosed herewith. 2. Alteration of Memorandum of Associations of the Company: Vvith reference to the disclosure made by the Company on 26 May 2026 under Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, in- forming the Stock Exchanges regarding the approval by the Board of Directors of the pro- posecl adoption of a revised Memorandum of Association ("MOA") & Articles of Association ("AOA»), subject to the approval of the Members, the Company hereby informs that the Board of Directors, at its meeting held on 20 July 2026, approved certain revisions to the proposed alteration of the MOA. The revisions have been proposed primarily to align the Object Clause with the provisions of the Companies Act, 2013 and to update and suitably align the Main Objects and the Objects Incidental or Ancillary to the Attainment of the Main Objects with the Company's current business practices and proposed business activities. The Object Clause has also been updated to explain the business and ancillary objectives of the Company in clearer and more comprehensive terms. The principal business activities of the Company remain unchanged, and the Company continues to operate in the pharmaceutical sector. VENUS REMEDIES LIMITED Coxporat® Once : Unit.I : 51-52, Industrial Area, Phase-I, Panchkula (Hry.) i:i5.2t5T|u7S±F2a!3A3r68d?28%e3-6'9ErFC£*uj3|F]ry2)_!3€5!%'6[ndta 134113, India Reed. Once : UtLlt.II I SCO 857, Cabin No. 10, 2nd Floor, NAC, Manimajra, Chandigarh (U.T.) 160101, India ge¥i°:h:Ed¥9S,:52i4d2Eis!%:3#?¥oa3r]::::Iphase-HExtn.), Website : www.venusremedies.com Uult-V : www.vmrcindia.com email : info@venusremedles.com VENUS PHARMA GmbH ©#NtEh cEh F !.`````-``\ AM Bahnhof 1 -3, D-59368, GIN No. . L24232CHl989PLC009705 Weme , GermaJry DIAN CUSTOMS SGS ¥,E¥,¥'.-'` The revised MOA incorporating the aforesaid changes shall be placed before the Members for approval by way Of a Special Resolution at the ensuing 37th Annual General Meeting of the Company. The revised details Of the proposed amendments are enclosed as Annexure A. Trading window/ closure Pursuant to the provisions Of Prevention Of Insider Trading, the trading window for trading in Cconnpany's shares dy Desienated Persons has been closed from July 01, 2026 till 48 hours from the declaration Of financial results. The Meeting Of the Board Of Directors Of the Company held on 20th July 2026 commenced at 02:45 p.in. and concluded at 06.20p.in. TThis intimation is also being uploaded on the Company's website at httDs/^^ww.venusremedies.com Thanking you. Yours faithfully, for VENUS REMEDIES LIMITED Neha (Company Socrotary) M. No. F8374 VENUS REMEI]lES L.lvIITED Corporate Once : Uult-I : 51-52, Industrial Area, Phase-I, Panchkula (Hry.) ::I-.5,2;#,u7S2T2%3%8Sb?Z;3?-6,9E?nFC£++16]F172-i3:5!:,6'ndla 134113, India R®gd. Office : Unit-n : SCO 857, Cabin No. 10, 2nd Floor, NAC, Manimajra, E£Lfo°hpfad:S,#d5;Sifitii)Jf7goa!r]E:I:,phase-HExtn.), Chandigarh (U.T.) 160101, India Tel. : +91-1792-242100, 242101 Website : www.venusremedies. com i`mrw vmrcindia.com VU Eu Nlt. UV S i PHARMA GmbH ffi.J!.E,:! '`'`'```\ emall : infictLftyrenusremedies. com AM Bahnhof 1-3, D-59368, rfu dr gr CIN No. : L24232CH1989PLC009705 Weme, Germany DIN CUSTONS SGS. O J. K. JAIN & ASSOCIATES CHARTERED ACCOUNTANTS $.C.0. 1136-37, SECTOR 22-B, CHANDIGARH- 160 022 0172-2704536-37 Fax:0172-2704537 E-mail:jkjcaps@rediffmail.com Independent Auditor’s Limited Review Report on Quarterly Unaudited Standalone Financial Results of Venus Remedies Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended The Board of Directors VENUS REMEDIES LIMITED 1. We have reviewed accompanying statement of unaudited standalone financial results of VENUS REMEDIES LIMITED (“the Company®), for the Quarter ended 30™ June 2026 (“the Statement™), being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. 2. This Statement which is responsibility of company’s Management has been prepared in accordance with recognition and measurement principles laid down in Indian Accounting Standard 34 (Ind AS 34) for Interim Financial Reporting, prescribed, under Section 133 of the Companies Act, 2013, as amended read with relevant rules issued thereunder; or by the Institute of Chartered Accountants of India, as applicable and other accounting principles generally accepted in India. The Statement has been approved by the Company's Board of Directors. Our responsibility is to report a conclusion on these statements based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable Indian accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 15, as amended including the manner in which it is to be disclosed, or that it any material misstatement. Delhi Off. 503-504, Chiranjiv Tower 43, Nehru Place, New Delhi - 110019 5. Emphasis of matter: 1. We draw attention to Note 4 of the accompanying Statement, which describes the outstanding share application money amounting to INR 2,859.72 Lakhs in respect of Venus Pharma GmbH, a wholly owned subsidiary of the Company. The share allotment against this amount has been pending as it is not mandatory under the applicable laws of Germany. Management has represented that they consider this investment strategic in nature and that the parent company intends to recover this amount in due course as a result of the restructuring of European operations carried out by the Management in FY 2026-27. Although the subsidiary is currently facing financial challenges, the Company has reiterated its intention to provide the necessary financial and op [Showing first 8,000 characters — download PDF for full document]