Amendment to AOA/MOA

VENUS 6nioy glinoualions VRL/SEC/EXCHANGE Date: 21.08.2026 Sub.: Alte[ation of Memorandum and Articles of Association of the company. Dear Sir/ Madam, Pursuant to Reg 30 and other applicable regulations of SEBI LODR and with reference to the communication made on 26th May 2026 and 20th July 2026, the members of the Company have approved the Alteration of memorandum and Articles of Association in annual general meeting held on 20th August 2026. The revision in Memorandum of Association has been done 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 orAncillary 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 tens. The principal business activities of the Company remain unchanged, and the Company continues to operate jn the pharmaceutical sector. The Adoption of new set of Articles of Association ("AOA") of the Company as per Table-F of Schedule I of Companies Act, 2013. The brief details of new MOA and the new AOA as required under Regulation 30 read with Para A of Part A of the Schedule Ill of the Listing Regulations are annexed as Annexure. Thanking you. Yours faithfully, for VENUS REMEDIES LIMITED Neha (Company Secretary) M. No. F8374 vENus REMEDiEs uMrTED C®qumte Offlc. : t'ult-I : 51-52, Industrial Area, Phase-I, Panchkula (Hry.) i:i5:2+#]u7§!#93t83#8:3e3-a'9ErFcft¥S|T]72'.i3€!!36'nd'a 134113, India Regd. Office : Uult.U : SCO 857, Cabin No. 10, 2nd Floor, NAG, Manimajra, E#afo°[f#:tggdg[Sfi{Cp,.,jF7¥oajr[:a::,Phase.„Erm.„ Chandigarh (U.T.) 160101, India Tel. : +91-1792-242100, 242101 Website : www.venusremedies.com Unit-V : ©£E±©®rty www.vmrcindia.com VENUS PHARMA GmbH email : infugivenusrcmcdies.com AM Bchnhof 1-3, D-59368, GIN No. : L24232CH1989PLC009705 Weme, Germany Ann®xuro Adoption Of new set of Memorandum of Association (`'MOA") of the Company as per Table-A of Schedule I of Companies Act, 2013, effecting the following modifications and amendments in the existing MOA: clause Ill(A) of MOA shall now be titled as `The Objects to be pursued by the Company on jts Incorporation are:I and the following clauses, be inserted in substitution for and to the entire exclusion of the existing clause Ill(A) of the MOA. 1. To carry on, in India or elsewhere in the world, the business of researching, discovering, developing, formulating, manufacturing. processing, refining, compounding, synthesising, extracting, cultivating, importing, exporting, buying, selling, marketing, distributing, supplying, storing, warehousing, packaging, repackaging, labelling, contract manufacturing, third-party manufacturing, loan licensing, and otherwise dealing in pharmaceutical, biopharmaceutical, biotechnology, healthcare and allied products, including active pharmaceutical ingredients, bulk drugs, intermediates, fine and specialty chemicals, formulations, biologics, biosimilars, vaccines, advanced-therapy, cell and gene therapy products, diagnostic products, medical devices, nutraceuticals, wellness products, veterinary products, cosmetics and personal-care products, and their raw materials, excipients, packaging materials, containers, closures and allied articles. 2, To undertake research, development, testing, analysis, quality assurance, quality control, validation, verification, qualification. calibration, certification, laboratory, regulatory, clinical-research and product- development activities and services in relation to pharmaceutical, biotechnology, healthcare and allied products, including pre<Iinieal and clinical studies, bioavailability and bioequivalence studies, pharmacovigilance, toxicology, stability studies, technology transfer, process optimisation, scale-up, regulatory submissions and product registrations; and to act as a contract research organisation, contract development and manufacturing organisation and contract manufacturer, subject to applicable laws. 3. To establish, acquire, own, lease, operate and maintain research and development centres, laboratories, pilot plants, manufacturing facilities, warehouses, diagnostic centres, healthcare and wellness facilities and other establishments necessary or incidental to the business of the Company; and to acquire, develop, licence, sublicerise, assign, commercialise, transfer technology, franchise and otherwise exploit patents, trademarks, copyrights, know-how, software, databases. artificial-intelligence tcols, digital platforms and other intellectual-property rights relating to the Company's business. 4. To establish, own, develop, operate and manage websites, mobile applications, digital platforms and e- commerce channels for the marketing, sale, distribution and delivery of pharmaceutical, healthcare and allied products and services; and to provide related order-management, customer-support, logistics- coordination, data-analytics, patient-support and allied services, subject to applicable laws. 5. To provide, establish, operate and manage, medical, diagnostic, preventive, therapeutic, rehabilitative, wellness, homecare, telehealth, teleconsultation, pharmacy-management and allied healthcare services and facilities, subject to obtaining all required registrations, approvals, licences and permissions under applicable laws. ii. The title of the Clause Ill(8) was amended from "The Objects Incidental to the attainment of Main Ob/ects are" to "Matters which are necessary for furtherance of the objects specified in Clause Ill (A) are". 1. To establish, acquire, lease, open, set up, own, maintain, operate, manage, relocate, transfer, close or discontinue factories, manufacturing facilities, processing units, laboratories, research and development centres, quality control and test.ing facilities, warehouses, cold chain facilities, distribution centres, depots, hospitals, healthcare institutions, offices, branches, agencies, subsidiaries and other establishments in India or abroad; to apply for, obtain, renew, modify, transfer, surrender or otherwise deal with all licences, registrations, approvals, permits, permissions, authorisations. certifications, accreditations, concessions and other statutory or regulatory approvals required for the Company or any such establishments; and to do all such acts, deeds and things as may be necessary or incidental for carrying on the business of the Company in accordance with applicable laws. 2. To purchase, acquire, lease, exchange, hire, licerise, develop, coristruct, erect, maintain, improve, manage, operate, mortgage, charge, sell, transfer, assign or otherwise deal with any movable or immovable property, land, buildings, factories, warehouses, laboratories, offices, research centres, hospitals, clinics, manufacturing facilities, iitilitjes, plants, machinery, equipment, vehicles and other assets required for carrying on the business of the Company. 3. To acquire, purchase, obtain, register, develop, improve, protect, maintain, renew, license, sublicense, assign, transfer, franchise, commercialize or otherwise deal in patents, patent rights, inventions, copyrights, trademarks, trade names, brands, industrial designs, geographical indications, know-how, trade secrets, confidential information, software, databases, technical information, formulations, manufacturing processes, proprietary technologies, intellectual property rights and similar rights. 4. To enter into any scheme of arrangement, amalgamation, merger, demerger or restructuring and to amalgamate, merge, demerge, or otherwise restructure with any person including firm, limited liability partnership, association of persons, body corporate, foreign company, subsidiaries, associates, joint ventures or any other entity. 5. To apply for, obtain, procure, renew, modify or otllerwise deal with any l [Showing first 8,000 characters — download PDF for full document]