Marksans Pharma Ltd. — Board/Management Information 2023

Aug 30, 2023

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Date: 30 August, 2023

BSE Limited National Stock Exchangeof India Limited Corporate Relation Department Listing Department Phiroze Jeejeeboi Towers, Exchange Plaza, C-1, Block-G, Dalal Street, Bandra-Kurla Complex, Mumbai - 400001. Bandra (East), Mumbai - 400051. Scrip Code: 524404 Symbol: MARKSANS

Sub: Amendment to the Articles of Association of Marksans Pharma Limited (“the Company”)

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the SEBI circular dated July 13, 2023, and other applicable regulations, if any, kindly note that the Members of the Company at the AGM held today, i.e., Monday, August 28, 2023, have inter alia, approved the amendment to the Articles of Association (“AOA”) of the Company. The brief details of the changes are as follows:

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Changes in Brief

Background

The Company in its Extra-ordinary General Meeting dated July 9, 2021 decided to raise funds from OrbiMed Asia IV Mauritius FVCI Limited (OrbiMed). The Company also in the said meeting had amended its Articles of Association by passing special resolution pursuant to which company inserted the provisions of Warrant Subscription Agreement (“Agreement”) which was executed by the Company and OrbiMed on July 2, 2021 to comply with one of the conditions of offer made by OrbiMed.

Consequent upon the signing of the warrant subscription agreement, the Company issued 4,93,24,324 Convertible Warrants in terms of the said agreement and received 25% of the total subscription price. Subsequently, on receipt of balance 75% of the subscription price, the Company converted the entire Convertible Warrants and issued fully paid 4,93,24,324 equity shares of Rs. 1/- each face value on 20[th] January, 2023. These equity shares have been listed on NSE and BSE and credited into the demat account of OrbiMed Asia IV Mauritius FVCI Limited. Thereby, all the conditions stipulated in the Warrant Subscription Agreement has been duly complied with.

The Company added sub-clause 3 in clause 1 as given below in the Articles. Sub-Clause 3 of Clause 1 of the Articles read as under:

In light of the aforesaid the Company has amended its AOA thereby deleting the subclause 3 of clause 1 from the Articles as well as provisions of Warrant Subscription Agreement dated 2[nd] July, 2021 inserted in Part B of the Articles of Association.

“Part B of the Articles includes the relevant provisions of the Warrant Subscription Agreement executed by the Company with OrbiMed Asia IV Mauritius FVCI Limited on July 2, 2021, as amended from time to time (“Warrant Subscription Agreement”). Notwithstanding anything to the contrary in Part A of the Articles but subject to applicable law, in the event of any conflict or inconsistency between the provisions of

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Part A of the Articles and Part B of the Articles, the provisions of Part B of the Articles shall prevail over the provisions of Part A of the Articles.”

The details of the amendments to the AOA were included in the Notice of the AGM dated August 01, 2023 sent to the Members.

We request you to take the aforesaid on records.

Thanking You.

Yours faithfully,

For Marksans Pharma Limited

HARSHAVAR Digitally signed by HARSHAVARDHAN DHAN PANIGRAHI Date: 2023.08.30 PANIGRAHI 09:53:23 +05'30' Harshavardhan Panigrahi Company Secretary

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