Venus Remedies declared a final dividend of ₹10 per equity share during its 37th Annual General Meeting (AGM) held on August 20, 2026. The company confirmed that all 12 resolutions were passed with the requisite majority, as per the scrutinizer’s report dated August 21, 2026.

Key Resolutions Passed

Shareholders approved several ordinary and special resolutions, including the adoption of standalone and consolidated audited financial statements for the fiscal year ended March 31, 2026. The Board presented an overview of the company’s performance during FY25-26 and outlined future growth prospects.

Corporate Governance Changes

Shareholders approved special resolutions to alter the Memorandum of Association (MOA) and adopt new Articles of Association (AOA). The revision in the MOA was done primarily to align the Object Clause with the provisions of the Companies Act, 2013. The Main Objects and Objects Incidental or Ancillary to the Attainment of the Main Objects were updated to suitably align with the company's current business practices and proposed business activities. The principal business activities remain unchanged, with the company continuing to operate in the pharmaceutical sector.

The new AOA was adopted as per Table-F of Schedule I of the Companies Act, 2013, replacing the existing AOA based on the Companies Act, 1956, which contained redundant provisions inconsistent with the current Act. The remuneration of ₹1,10,000 per annum for cost auditors for FY26-27 was also ratified.

Board Appointments

The AGM approved key leadership transitions and reappointments, effective from specific dates disclosed in the regulatory filing:

• New Appointment: Mr. Saransh Chaudhary was appointed as Executive Director (Whole Time Director) for a five-year term starting May 26, 2026. An alumnus of the University of Oxford, he currently serves as CEO of Venus Medicine Research Centre (VMRC) and President – Global Critical Care and Consumer Healthcare.
• Independent Directors: Dr. Gurminder Singh Bedi was appointed as Non-Executive Independent Director for five years starting May 26, 2026. Dr. (Mrs.) Savita Gupta was reappointed for a second five-year term starting December 30, 2026.
• Joint Managing Director: Dr. (Mrs.) Manu Chaudhary was reappointed as Joint Managing Director for five years starting October 1, 2026. She heads the R&D and operations of the company.
• Reappointment: Mr. Ashutosh Jain and Mr. Peeyush Jain were reappointed as directors liable to retire by rotation.

Voting Results

The total number of shareholders on the record date of August 13, 2026, was 23,489. A total of 59 public members attended the meeting via video conferencing, while promoters voted exclusively through remote e-voting.

While all resolutions passed, the appointment of directors and the alteration of corporate documents saw dissenting votes primarily from public institutions. For instance, public institutions voted against the reappointment of certain independent directors and the new Articles of Association, though promoter support ensured passage.

Meeting Proceedings

Fifty-nine members attended the virtual meeting, establishing the requisite quorum. Electronic voting was facilitated by M/s. MUFG Intime India Pvt. Ltd., with the remote e-voting period running from August 17, 2026, to August 19, 2026. Mr. Prince Chadha served as the Scrutinizer for the voting process.

During the question-and-answer session, seven registered speakers raised queries regarding financials, products, and strategies. The Board addressed these concerns before concluding the proceedings. The final voting results have been submitted in accordance with Regulation 44(3) of the SEBI Listing Regulations and Section 108 of the Companies Act, 2013.

venus remedies will hold its 37th Annual General Meeting on August 20, 2026, at 11:30 A.M. via Video Conferencing/Other Audio-Visual Means to approve a final dividend of ₹10 per equity share and finalize key board appointments for the financial year ended March 31, 2026. The meeting represents a significant governance milestone, consolidating leadership transitions while rewarding shareholders with the first dividend payout in over a decade, reflecting the company’s strengthened financial position.

The Board of Directors recommends the declaration of a final dividend of ₹10 per equity share, equivalent to 100% on the face value of ₹10. This payout marks the resumption of dividend distribution after more than ten years, signaling management’s confidence in sustainable earnings potential and cash generation capabilities. The dividend is payable to members whose names appear in the Register of Members on the record date of August 7, 2026.

Board Appointments and Re-appointments

The AGM agenda includes several critical personnel resolutions under the Companies Act, 2013. Shareholders are asked to approve the appointment of Saransh Chaudhary as Executive Director (Whole-Time Director) for a five-year term commencing from May 26, 2026. Chaudhary, who currently serves as CEO of Venus Medicine Research Centre, receives an annual salary of ₹93.00 Lacs including bonus and perquisites.

Additionally, the meeting seeks approval for the re-appointment of Dr. (Mrs.) Manu Chaudhary as Joint Managing Director for five years, effective October 1, 2026, with an annual remuneration of ₹153.50 Lacs. Dr. (Mrs.) Savita Gupta is also up for re-appointment as an Independent Non-Executive Director for a second consecutive term ending December 28, 2031.

Statutory and Governance Resolutions

The ordinary business includes the adoption of audited standalone and consolidated financial statements for FY26. Under special business, shareholders must ratify the remuneration of M/s C. L. Bansal & Associates as Cost Auditors for FY26-27, fixed at ₹1,10,000 plus applicable taxes and out-of-pocket expenses. This ratification is mandated under Section 148 of the Companies Act, 2013.

Furthermore, the agenda includes a special resolution to alter the Memorandum of Association (MOA) and adopt new Articles of Association (AOA). These changes align the company’s constitutional documents with the Companies Act, 2013, SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and prevailing corporate governance practices. The MOA amendment clarifies main objects versus ancillary objects and updates liability clauses.

Voting and Participation Details

Remote e-voting will be available from August 17, 2026, at 9:00 A.M. IST until August 19, 2026, at 5:00 P.M. IST. The cut-off date for determining voting eligibility is August 13, 2026. Members holding shares on this date may join the virtual meeting via InstaMeet facility. Proxy appointments are not available for this VC/OAVM meeting. The scrutinizer for the e-voting process is Mr. Prince Chadha of M/s P. Chadha & Associates.