orchid pharma ltd share price Directors report

Dear Members,

Your Board of Directors have pleasure in presenting the Thirtieth (30th) Boards Report together with the Audited Financial Statements of the Company for the Financial Year ended March31, 2023.

Financial summary/Performance/State of Companys affairs

The Highlights of the standalone and consolidated financial results for the Financial Year 2022-2023 as per the INDAS are given below:-

(Rs in Crores)

	Standalone		Consolidated
Particulars	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Sales & Operating Income	665.90	556.97	665.90	559.56
Other Income	19.43	9.00	19.43	9.00
Total Expenditure	582.28	499.72	582.28	509.95
Gross Profit/(Loss)	103.05	66.26	103.05	58.61
Interest & Finance Charges	32.22	32.01	32.22	32.01
Gross Profit after Interest but before Depreciation and Taxation	70.83	34.25	70.83	26.60
Depreciation	54.79	87.02	54.79	87.02
Profit/(Loss)before Tax, and extraordinary items	16.04	(52.77)	16.04	(60.42)
Exceptional items-[Income/(Expenditure)]	39.21	-	39.21	-
Profit/(Loss) Before Tax	55.25	(52.77)	55.25	(60.42)
Current & Deferred Tax	-	-	-	-
Profit/(Loss) after Tax-Continuing Operations	55.25	(52.77)	55.25	(60.42)
Profit/ Loss from discontinued operations after tax	(1.06)	47.96	(8.93)	58.47
Profit/Loss for the year	54.19	(4.81)	46.32	(1.95)
Re-measurement of post-employment benefit obligations	(0.23)	1.46	(0.23)	1.46
Gain/(Loss) on fair valuation of the Investments	0.05	(0.04)	0.05	(0.04)
Comprehensive Profit/Loss for the Year	54.01	(3.38)	46.14	(0.53)

Business segments

Your Company operates in one business segment viz., pharmaceuticals in which the Company drives its sales through Active Pharmaceutical Ingredients (APIs). The Company has a portfolio of antibiotics, and veterinary products. Antibiotics are life-saving drugs used to fight infections. Different classes of antibiotics include Beta-lactam, Macrolide, Fluoroquinolone, Imidazoleetc. Cephalosporins are beta-lactam antimicrobials used to manage various infections from gram-positive and gramnegative bacteria. The five generations of cephalosporins are useful against skin infections, urinary tract infections, lower respiratory tract infections, sexually transmitted diseases,surgical prophylaxis, and other infections like meningitis.

We have a wide portfolio of cephalosporin products, along with few veterinary products and are engaged in manufacturing and export of all five generations of cephalosporin products. Amongst antibiotics, the company has one of the widest ranges of cephalosporin APIs, spanning all 5 generations catering the need of various international markets. The Company has a strong global presence with a wide customer base.

Your Company is also engaged in manufacturing and export of general category finished dosage formulations and anti-infective finished dosage formulations through its formulation facilities.

Standalone Financials

During the financial year 2022-2023, your Company achieved a turnover and operating income of Rs. 665.90crores against Rs. 556.97 crores in 2021-2022. The Gross Profit before interest, depreciation and taxes during the year stood at Rs.103.05 crores against a Gross Profit of Rs.66.26 crores in 2021- 2022. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the year was Rs. 55.25 Crores against Loss of (Rs. 52.77) crores in 2021- 2022. The Comprehensive Profit stood at Rs.54.01 crores during 2022-2023 against Loss of (Rs.3.38) crores in 2021-2022.

Consolidated Financials

During the financial year 2022-2023, your Company achieved a turnover and operating income of Rs. 665.90 crores as against Rs. 559.56 crores in 2021- 2022. The Gross Profit before interest, depreciation and taxes during the year stood at Rs. 103.05 crores against a Gross Profit of Rs. 58.61 crores in 2021- 2022. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the year was Rs. 55.25 Crores against a loss of (Rs. 60.42) crores in 2021-2022. The Comprehensive Profit stood at Rs. 46.14 crores during 2022-23 against a loss of (Rs.0.53) crores in 2021-2022. The Impact of Covid 19 has gradually was reducing during the year. Most of the plants of your Company were in operation and utilizing maximum capacity of the same. Your Company managed to sustain standalone sales of Rs.665.90 crores with better gross margin.

Capex and Liquidity

During the year, the Company has spent Rs. 36.68 Crores towards capital expenditure. As on March 31, 2023, the long-term secured financial facility availed by the Company is Rs.81.64 crores.

Material events during the year under review

I. Scheme of Merger/Amalgamation:

During the year under review, the Scheme of Amalgamation and Arrangement of Dhanuka Laboratories Limited (Transferor Company) with and into Orchid Pharma Limited ( Transferee Company) and their respective shareholders and creditors (Scheme) in compliance with Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 was not approved by NCLT, Chennai. The implementation of the aforesaid Scheme, which is subject to the approval of Shareholders and other statutory authorities would inter-alia enable both the Transferor and Transferee Companies to realize benefit of greater synergies between their businesses, achieve wider product offerings and geographical footprints, consolidate operations thereby leveraging the capability of the amalgamated company, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximising value to their Shareholders and the stakeholders and aid in achieving economies of scale.

The Company had submitted applications to the NSE and BSE towards the aforesaid Scheme and had received the observation letters for no objection from NSE on March 29, 2022 and BSE on March 30, 2022. Further, a joint application on behalf of our Company and the Transferor Company was filed for the approval of the Scheme before the NCLT which was rejected on the ground that there was a mismatch between the liability amounts in the provisional balance sheet of our Company, the financial position averred in the joint application submitted to the NCLT and the chartered accountant certificate produced before the NCLT.

Our Company had filed an appeal before the NCLAT dated December 05, 2022 against the impugned order of the NCLT, however the said appeal has been withdrawn by our Company and NCLAT vide its order dated January 05, 2023 dismissed the appeal as withdrawn. The Company has decided to defer this Proposed Scheme of Amalgamation for business reasons. The Company may refile in future, as appropriate after taking necessary approvals. The scheme was withdrawn by both the Companies.

II. Sale of Non-Core Assets:

During the year, the Company has completed its target of selling Non-core assets. One of the remaining Non- core assets Orchid Tower was sold for Rs. 52.50 Crores and funds were utilized to repay the term loan.

III. Raising of Funds through Qualified Institutional Placement:

The Board of Directors of the Company at its meeting held on December 01, 2022 approved raising of funds for an amount not exceeding Rs. 500 Crores through Qualified Institutional Placement route. The Shareholders of the Company passed Special Resolution at the extra-Ordinary General meeting held on December 29, 2022 to approve the raising of funds through QIP.

The Company submitted Preliminary Placement Documents and Placement Document to National Stock Exchange of India Limited and BSE Limited ("Stock Exchanges") on June 22, 2023 and June 27, 2023 respectively. Upon receipt of In-Principle approval from the Stock Exchanges on June 22, 2023, the Board of Directors at its meeting held on June 27, 2023 approved the issue and allotment of 9,902,705 Equity Shares of face value 10 each to eligible qualified institutional buyers at the issue price of 403.93 per Equity Share (including a premium of 393.93 per Equity Share) reflects a discount of 21.26 (i.e. 5%) on the Floor Price of 425.19 per Equity Share, aggregating to 4000.00 million, pursuant to the Issue in accordance with the SEBI ICDR Regulations.

Consequently, the Promoter Shareholding in the Company stands decreased from 89.96% to 72.40% whereas the Public shareholding increased from 10.04% to 27.60% w.e.f. June 27, 2023.

IV. Set up a new facility to enable backward integration:

Companys wholly owned subsidiary in India namely Orchid BioPharma Limited made an application with the Competent

Authority under the Production Linked Incentive (PLI) Scheme for promotion of domestic manufacturing of critical Key Starting Materials (KSMs)/Drug Intermediates (Dls)/ Active Pharmaceutical Ingredients (APIs) in India.

In the matter, IFCI Limited vide its letter bearing reference IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid Bio-Pharma Limited for manufacture of the product "7 ACA" with a committed capacity of 1000 Metric Ton Per Annum and for a total incentive up to 6,000 million during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA is a critical raw material for manufacturing cephalosporins and in-house production of 7ACA under the PLI scheme will enable us to do backward integration, achieve a captive source of supply and better gross margins.

Future Outlook

It is been three years now since the implementation of the approved Resolution plan and your Company is moving in a positive direction. Huge efforts are required still towards rebuilding the organization and taking it to greater heights. In financial terms, the objective of your Company is to lower earnings volatility, strive for higher predictable and calibrated growth and improve Sales and EBITDA margins.

With the new Capacities on Sterile and Oral products coming on line, and backward integration, your company is now poised to be global leader in the Cephalosporin space.

Management Discussion and Analysis report

A report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")is presented as a separate annexure in this annual report.

Corporate Governance Report and Additional Shareholders information

The Company is committed to uphold high standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate issued by M/s VAPN Associate & Co., Practicing Company Secretaries, regarding compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations and a certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority is given in Annexure IV of this Report.

Board Committees

Your Board has constituted the Committees with specific terms of reference as per the requirements of the SEBI Listing Regulations, the Act and other applicable provisions.

The following are the statutory Committees constituted by the Board and they function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee*

*In accordance to the provisions of Section 135 of Companies Act, 2013 read with Rules made thereunder, the Corporate Social Responsibility Committee was constituted on June 19,2023.

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

The Board Committees play a vital role in the effective compliance and governance of the Company in line with their specified and distinct terms of reference and role and responsibilities. The Chairpersons of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

The details of composition of Board and Committees along with changes thereof and their meetings held during the year are given in the Corporate Governance Report which forms integral part of this Report.

Board meetings held during the year

During the year under review, Six (6) meetings of the Board of Directors were held. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 & the relevant rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations. All the recommendations made by the Committees of the Board including the Audit Committee were accepted and implemented by the Board.

The details of the Board and committee meetings held during the year under review are furnished in the Corporate Governance Report forming part of this Report.

Adequacy of Internal Financial Control System

The Internal Financial Controls of the company encompasses the policies, standard operating procedure manuals, approval/ authorization matrix, circulars/ guidelines, and risk & control matrices adopted by the company for ensuring the orderly and efficient conduct of its business & support functions, adherence to these policies & procedures, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information during the process of financial reporting.

The Internal Financial Control over Financial Reporting System are existing and operative, however based on the observations of the auditors, the Company is further strengthening the Internal Financial Control systems over financial reporting.

Regulatory Filings and Approvals

In the generic formulations domain, your company currently holds 05 ANDAs and in the API (Active Pharmaceutical Ingredients) domain, Orchids cumulative filings of US DMF stand at 46. The break-up of the total filings is 28 in the Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 17 (15 approved and 2 under review) which pertains to the cephalosporin segment. In the Japan market, the cumulative filings of JDMFs count remained at 8 all in Cephalosporin segment.

Intellectual Property Rights

The total number of active patent portfolio maintained by Orchid in various national and international patent offices so far is 21 including Process & New Chemical Entities (NCE). Out of 21 patents, your Company have been granted and hold 17 patents, 4 patent applications are published as of March 31, 2023.

Your Company has a total of 11 trademark registrations in India.

Dividend & Reserves

The Board does not recommend any dividend to the shareholders of the Company for the Financial Year ended March 31, 2023 to augment the reserves. Also, no amount has been transferred to the reserves.

Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, requires the top 1000 listed entities based on market capitalization as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same on the website of the Company and a web link of the policy be disclosed in the Annual Report.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on the website of the Company i.e. http://www.orchidpharma.com/downloads/Dividend%20Distrib ution%20policy.pdf

Business Responsibility and Sustainability Reporting (BRSR)

The Company has provided BRSR, in lieu of the Business Responsibility Report, which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Pursuant to Regulation 34 of the SEBI Listing Regulations mandates the inclusion of the Business Responsibility Report as part of the Annual Report for the top 1000 listed entities based on market capitalization as at the end of immediate previous financial year. Accordingly, the Business Responsibility and Sustainability Reporting (BRSR) forms part of this Annual Report and the same is available on Companys website at http://www.orchidpharma.com/downloads/annualreports/BRSR %20Report.pdf and the same will be made available by e-mail to any shareholder upon receipt of request.

Employees Stock Option Plan

Company does not have any active employee stock option plan or employee stock option scheme as on March 31, 2023.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

Your Company has seven Subsidiaries, including two step down Subsidiaries namely;

A. Subsidiaries

i. Bexel Pharmaceuticals Inc., USA (Bexel)

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment.

ii. Orchid Pharmaceuticals Inc., USA

Orchid Pharmaceuticals, Inc., is a wholly owned Delaware based subsidiary of your Company and also the holding company in the United States, under which all the operational business subsidiaries have been structured.

The Company currently has two operating Subsidiaries, namely Orgenus Pharma Inc., USA and Orchid Pharma Inc.,/Karalex Pharma LLC, USA.

iii. Diakron Pharmaceuticals Inc., USA

Diakron Pharmaceuticals Inc., USA was engaged in business of cardiovascular drug development.

iv. Orchid Europe Limited, United Kingdom

Your Companys subsidiary in Europe namely Orchid Europe Limited (OEL) was a wholly owned subsidiary. Post takeover by the new management, the requirement of continuing with this subsidiary by the Board and it was decided to the close it. Consequently, Orchid Europe Limited, a wholly owned subsidiary has been on dissolved on September 27, 2022.

Accordingly, Orchid Europe ceased to be wholly owned subsidiary of the Company w.e.f. September27,2022.

v. Orchid Pharmaceuticals (South Africa) Proprietary Limited, South Africa

Your Companys wholly owned subsidiary, Orchid Pharmaceuticals (South Africa) Proprietary Limited, was incorporated in the year 2006 mainly to register and market your Companys products in South Africa. As not much progress has happened so far, the reconstituted Board has decided to windup this entity. The deregistration of this subsidiary has been initiated, approval is awaited as on date.

vi. Orchid Bio-Pharma Limited

Orchid Bio-Pharma limited was incorporated as an Indian Wholly owned Subsidiary ("WoS") of your Company on March 24, 2022. The main object of the aforesaid WoS is manufacturing of biotech chemicals, intermediates and biotechnology products. The WoS is yet to commence its business operations.

In the matter, IFCI Limited vide its letter bearing reference IFCI/CASD/DoP/PLI220715016 approved the application under the PLI Scheme to Orchid Bio-Pharma Limited for manufacture of the product "7 ACA" with a committed capacity of 1000 Metric Tonn Per Annum and for a total incentive up to 6,000 million during the tenure of the scheme i.e., Fiscal 2024 till Fiscal 2029. The Company is in process of setting up a facility in Jammu for manufacturing 7ACA under the PLI Scheme.7ACA is a critical raw material for manufacturing cephalosporins and in-house production of 7ACA under the PLI scheme will enable us to do backward integration, achieve a captive source of supply and better gross margins.

Further, the Board of Directors of Orchid Bio-Pharma Limited at its meeting held on March 14, 2023 approved the increase of Authorized Share Capital of the Company from Rs. 10,000/- (consisting of 1,000 equity shares of Rs. 10/- each to Rs. 15,00,00,000/- (consisting of 1,50,00,000 equity shares of Rs. 10/- each), subject to approval of the shareholders. Consequently, the Shareholders vide its Ordinary Resolution passed at the ExtraOrdinary General Meeting held on March 17, 2023 approved the increase in authorized share capital of the Company.

The Board of Directors of Orchid Bio-Pharma Limited at its meeting held on April 26, 2023, approve the issue and allotment of 1,49,99,000 (One Crore forty nine lakhs ninety nine thousand) equity shares of Rs. 10/- each on Right Issue basis to the Company

Basis the above, the Company holds 1,50,00,000 (One Crore Fifty Lakhs) including the 6 Shares held by Nominee shareholders of the Company. Therefore, the Company hold 100% paid share capital in Orchid Bio-Pharma Limited as on date of this Report.

The Company does not have any material subsidiary as on March 31, 2023.

B. Associate Company

Your Company had initially subscribed to equity shares constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited ("OrBion") by virtue of which the Company has become an Associate of your Company.

The total shares subscribed by your Company in OrBion as on March 31,2023 is 4,55,00,000 equity shares of Rs.10/- each constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited.

During the year 2022-23 percentage share of loss of your Company in the associates has reduced to (Rs. 2.15) crores from (Rs. 3.52) in the year of 2021-22.

C. Joint Ventures

As on March 31, 2023, your Company does not have any Joint Venture.

Highlights of the performance of subsidiaries and their contribution to the overall performance of the Company during the period under report

During the period under review, the subsidiaries including step down subsidiaries have not contributed much towards the consolidated sales of the Company.

The Board of Directors of the Company at its meeting held on May 22, 2021, had approved the closure/divestment of all subsidiaries including step down subsidiaries due to inoperative/lack of revenue and/or high expenses.

In view of the above, Orchid Europe Limited has ceased to be a wholly owned subsidiary of the Company w.e.f. September 27, 2022.The de-registration of Orchid Pharmaceuticals (South Africa) Proprietary Limited, South Africa has been initiated, approval is awaited as on date.

Further, steps are being taken to close/divest remaining subsidiaries (including step down subsidiaries).

Consolidated Financial Statements

Pursuant to Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed form AOC-1 is given in Annexure-VII & forms part of this report. This statement also provides the details of the performance and financial position of each subsidiary in accordance with Section 136 of the Companies Act, 2013.

Directors and Key Managerial Personnel

As at 31st March 2023, the Board of the Company has seven Directors comprising of Managing Director, one Whole-Time Director, one Non-Executive Director and four Independent Directors (including a woman Director).

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the Financial Year 2022-23:

Sr. Name of Director/key No. managerial positions (KMP)	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1. Mr. Arun Kumar Dhanuka	Ceased to be Non-Executive &Non-Independent Director due to his sad demise on January 30, 2023.	January 30, 2023
2. Ms. Nikita K.	Resigned as Company Secretary and Compliance Officer w.e.f. July 22, 2022 due to personal reasons	July 22, 2022
3. Ms. Marina Peter	Basis the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Ms. Marina Peter as Company Secretary and Compliance Officer w.e.f November 14, 2022.	November 14, 2022

The Board expresses its heartfelt condolences on untimely demise of Mr. Arun Kumar Dhanuka (Non-Executive &Non- Independent Director) and wishes to put on record its sincere and deep appreciation for his invaluable guidance and contribution during his tenure. The Company immensely benefited from his vision, enriched experience and leadership during his tenure on the Board of the Company.

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2023:

1. Mr. Manish Dhanuka	Managing Director
2. Mr. Mridul Dhanuka	Whole Time Director
3. Mr. Sunil Kumar Gupta	Chief Financial Officer
4. Ms. Marina Peter	Company Secretary

Declaration of Independence by the Independent Director

All Independent Directors (IDs) have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI LODR Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, Independent Directors qualify the criteria of Independent Director as mentioned in the Act and SEBI Listing Regulations and are independent of the management.

Opinion of the Board

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently. Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

Director(s) retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for reappointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mridul Dhanuka (DIN: 00199441), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Mridul Dhanuka.

A resolution seeking shareholders approval for his reappointment along with brief profile and other required details forms part of the Notice to the ensuing Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any

Annual Return

In accordance with Section 92(3) and section134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Boards report. A copy of the Annual return of the Company is available on the website of the Company on http://www.orchidpharma.com/downloads/annualreports/MGT %20-7/MGT-7%202022-23.pdf under the "Investors" section.

Directors Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

(a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual accounts for the financial year ended March 31, 2023 on a going concern basis;

(e) The Directors have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

Nomination & Remuneration Policy (NRC Policy)

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the NRC takes into account apart from others, Board diversity, persons eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member.

In case of re-appointment of any Board member, NRC basis evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Policy is available on the website of the Company and the web-link for the same is-

http://www.orchidpharma.com/downloads/Nomination%20and

%20Remuneration%20Policy.pdf

Appointment and Remuneration of Non- Executive Directors

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committee thereof, as approved by the Board and within the overall limits prescribed under the Companies Act, 2013 and rules thereunder.

The Criteria for determining independence of a director are based on the academic accomplishments, qualifications, expertise and experience in the irrespective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and in accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board after taking these declaration/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and independent of the Management. All the Independent Directors have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and whoever be required to qualify the online proficiency self-assessment test will be complied in due course of time.

Related Party Transaction Policy

Your Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties. All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The Policy is available on the website of Company and the web-link for the same is- http://www.orchidpharma.com/downloads/RPT.pdf

All the transactions entered with the related parties were in ordinary course of business and on arms length basis.

The details of material contracts or arrangements or transactions and in form AOC-2 is given in Annexure VIII to this report.

Corporate Social Responsibility (CSR)

As per Audited Annual Financial Results of the Company for the financial year ended March 31, 2023, the Company meet the thresholds as prescribed under Section 135 (1) of the Companies Act, 2013 and constituted the CSR Committee vide its Board resolution dated June 19, 2023. Board of the Company has approved the CSR policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities which has been approved by the Board and the same is available on the website of the Company and the web- link for the same is- http://www.orchidpharma.com/downloads/Orchid%20CSR%20 Policy-approved.pdf

Since the Company did not have any profits for the last three financial years, your company is not mandatorily required to contribute towards CSR activities.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2023 and till the date of this Report.

Conservation of Energy

Your Company has always been striving in the field of energy conservation. The management has been highly conscious of the importance of conservation of energy at all operational levels and efforts are made in this direction on a continuous basis. With the available limited resources, certain measures to conserve energy and to reduce associated costs were taken in a small way during the fiscal under review. The particulars in respect to conservation of energy as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure I to this report.

Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, are given in Annexure II to this report.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 are given in Annexure III to this report.

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

The details and the process of Risk Management as were existing and implemented in the Company are provided as part of Management Discussion and Analysis, which forms part of this Report.

The Board of Directors of the Company has constituted a Risk Management Committee, responsible to manage uncertainties through identification, analysis, assessment, implementing, monitoring and periodically review the effectiveness of the risk management plan and make appropriate changes as and when necessary, to reduce the impact of risks to the business. The Risk Management Committees role is aligned to the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulatory requirements. The Company has laid down procedures to inform the Board about the risk assessment and minimization procedures. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

Annual Evaluation of Board, its Committees and individual Directors

In terms of provisions of the Companies Act, 2013and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board required to conduct an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaire designed with qualitative parameters and feedback based on ratings.

In view of the above, the Board carried out an annual performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The performance evaluation has been done by the entire Board of Directors, excluding the Director being evaluated. Various evaluation techniques are used to assess the performance of the Directors. The Directors have participated in this evaluation process. The Independent Directors in their separate meeting have also evaluated the performance of the Chairman of the Company, NonIndependent Directors and the Board as a whole. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their participation and contribution, objective judgment etc. The Chairman was also evaluated based on the key aspects of his role.

Change in the Nature of Business

There is no change in the nature of business carried on by your company during the financial year ended March 31, 2023. However, Company has received approval for manufacturing 1000MT per annual of 7ACA in its wholly owned subsidiary Orchid Bio-Pharma Limited. 7ACA is one of the key raw material of the company.

Change of Registered Office Address of the Company

Post end of the financial year March 31, 2023, the Board of Directors at its meeting held on July 12, 2023, approved shifting of the registered office of the Company from "Orchid Towers" 313 - Valluvar Kottam High Road, Nungambakkam Chennai - 600034 to Plot Nos. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Alathur, Chengalpattu District-603110, Tamil Nadu, India. A resolution for seeking members approval for this will be placed at the upcoming AGM.

Details regarding deposits, covered under Chapter V of the Act

During the Financial Year 2022-23, your company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013read with the Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or interest was outstanding as of the balance sheet date.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

Vigil Mechanism/Whistle Blower Policy

Your Company has established a vigil mechanism under Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation which enables the Directors & the Employees report genuine concerns. The Company encourages its employees who have concerns about unethical practices, fraud and mismanagement, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and any leak/suspected leak of Unpublished Price Sensitive Information or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization, to come forward and express their concerns without fear of punishment or unfair treatment.

The Policy is available on the website of the Company and the web link for the same is- http://www.orchidpharma.com/downlo ads/Policy%20on%20%20Whistle%20Blower.pdf

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

Policy for determining material subsidiaries

Your Company has framed a Policy for determining material subsidiaries in compliance with Regulation 16 (1) (c) of the Listing Regulations, 2015, in order to determine the material subsidiaries of the Company and the same is available at the website of the Company and the web link for the same is- http://www.orchid pharma.com/downloads/Policy%20for%20determining%20mat erial%20subsidiaries.pdf

Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details pertaining to captioned header are disclosed in the Corporate Governance Report which forms part of this Report.

Code of Conduct on Prevention of Insider Trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2023.A declaration to this effect, duly signed by Managing Director, is annexed and forms part of this Annual Report.

Copy of the Code is also available on the website of the Company at http://www.orchidpharma.com/downloads/codeofconduct/Cod e%20of%20Conduct%20on%20Prevention%20of%20Insider% 20Trading%20Regulations.pdf

Further details on the same are covered in the Corporate Governance Report, which forms part of this Annual Report.

Environment

Environment management is the prime concern in Orchid Pharma Limited. Orchid has employed a state-of-the-art technology, zero liquid trade effluent treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid trade effluent treatment plant comprising Membrane Bio Reactor, Reverse Osmosis, Solvent Stripping Column, Thermal Evaporation & Crystallization plant to treat the entire trade effluent and recycle back into the utility process.

Waste Water Treatment

Low TDS effluent is collected, equalized and neutralized into neutral pH and treated aerobically by Membrane Bio Reactor process comprising of aeropac equipped with jet aeration system made up of Glass Fibre Reinforced Plastic / Original Hydrodynamic Aerators & Ultrafiltration System loaded with ceramic membrane (aluminum zirconium). The permeate from ultrafiltration passes through reverse osmosis to separate inorganic salts. The permeate of reverse osmosis is utilized in the cooling towers as make up water. The reject from the reverse osmosis plant is mixed with high total dissolved solids effluent for further treatment. The excess bio mass from the aerobic system is centrifuged and sent to bio composting process to convert into useful manure.

High TDS effluent is collected and neutralized into neutral PH. This effluent is sent to Mechanical Evaporators (Single stage, three stage and five stage) to concentrate the salts to the level of 35%. Heat energy is recovered during the process of evaporating the effluent and the recovered heat energy is utilized to reduce the energy consumption. The concentrate from the evaporators are sent to Agitated Thin Film Dryers (ATFD) where it gets dried and the dried salt is collected at the bottom of ATFD. The collected salt is bagged, stored in protected storage sheds and disposed at Government approved Treatment Storage & Disposal Facility (TSDF).

Waste Air Treatment

The major emissions from the unit is from the boiler, power plant, production process and powder processing area.

Process Scrubbers: Orchid installed process scrubbers in all production blocks to treat the waste air generated from process reactors.

Vent Gas Condensation: Orchid installed vent gas condensation system for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions.

Reverse Jet Ventury Filter: Orchid installed reverse jet ventury filter to control the dust emission during the powder processing of bulk drugs.

Adequate Stack Height: Adequate stack heights are provided for Steam Boiler and Power Plant for better dispersion.

Electro Static Precipitator (ESP): ESP is provided at the boiler emission to control the particulate matter.

Ambient Air Quality and Stack Emission Monitoring: Ambient air quality and stack emission monitoring is being carried out round the clock to check the emission level in the atmosphere.

Hazardous waste Management

Hazardous wastes are collected and stored in protected storage shed and disposed into the approved landfill sites / authorized recyclers.

Bio composting

Bio sludge generated from the biological process of effluent treatment are converted into useful compost.

World Environment Day Celebration

World Environment Day was celebrated on 6th June 2022 by planting trees with in our factory premises to create awareness on environment among employees.

Safety

Orchid is highly committed to Safety, Health and Environment aspects. There is no compromise on critical needs of safety. This has been possible because of committed Line Management, dedicated Safety Professionals and relentless Leadership direction. Central Safety Committee (CSC), the apex committee of the organization have ensured that risks have been contained to keep us free from any major incident. Orchid strongly believes that human behaviour plays key role in safety management. To reinforce that Safety observation & Audit (SOA) - Lead indicator, become key focus area always in our Central Safety Committee meetings. CSC continues to meet every month review critical concerns on Safety and also provides directions to minimize the risks at all levels.

Process Safety is of paramount importance for any Chemical and Pharmaceutical organization, therefore, we have built a strong Process safety culture at Orchid over the years. The company also realized the need of effective safety communication in culture building activity / exercise. This is backed up by periodical safety talks, Safety Posters and Interactive discussions. Several safety- related initiatives, awareness campaigns were conducted to promote a "zero incidents" mindset among employees. These efforts resulted in behavioral change, making FY 2022-23 a zero- reportable-incidents year. By applying risk assessment like Hazop study, Pre startup safety review, Job safety Analysis, technologies at work on chemicals and process, we ensured that highest workplace safety standards were implemented across the manufacturing value chain.

Orchid also believes continuous learning is the critical element in Safety Management. Hence, various training programs have been conducted in the year 2022-23 to reinforce the safe behaviour and also to enhance the necessary skills to perform the job safely. We organized close to 6600 man hours of training for our employees across 90 sessions covering Chemical safety- SDS, Work Permit System, Fire prevention and mitigation, Emergency preparedness, First aid and Process Safety Management. As a part of our commitment to enhance employee awareness on EHS- related matters, several awareness campaigns and safety exhibition were held around National Safety Week, Fire Services Week, World Health Day. The company exhibits various safety modules at state level exhibition conducted by Tamil Nadu Government. Also conducting safety awareness program to the nearby community and educational sectors as a part of Corporate Social Responsibility.

Emergency response planning are critical component of our EHS management system. We have a well-trained emergency response team (ERT) and advanced fire protection systems to respond quickly to emergencies. During the year, several EHS training workshops were held to augment the ERTs efficiency to ensure swift response during any emergency.

Particulars of Employees and Remuneration

The Information as required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure V to this report. The information as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per First proviso to Section 136(1) of the Companies Act, 2013 and Second proviso to Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the Statement of Particulars of Employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at cs@orchidpharma.com.

Remuneration paid to Executive Directors

During the year under review, remuneration received by Shri Manish Dhanuka, Managing Director and Shri Mridul Dhanuka, Whole time Director of your Company for the financial year ended March 31, 2023 is as under:

Name and Designation of the Director	Salary &Perquisites	Bonus	Commission payable	Others	Total
Shri Manish Dhanuka Managing Director	80,50,503.00	10,000.00	37,50,000.00	Nil	1,18,10,503.00
Shri Mridul Dhanuka Whole Time Director	80,50,503.00	10,000.00	37,50,000.00	Nil	1,18,10,503.00

Special resolution seeking approval of members for remuneration to be paid to the MD and WTD for remaining tenure of their appointment will be placed at the ensuing AGM in terms of Schedule V of the Companies Act, 2013.

Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note no. 6&15 to Standalone financial statements for the financial year 2022-2023.

Listing on Stock Exchanges

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).The annual listing fees for the year 2023-24 have been paid to both the Stock Exchanges.

Transfer of Shares to the Investor Education and Protection Fund (IEPF)

The details pertaining to the transfer of shares to the Investor Education and Protection Fund during the reporting period are disclosed in the Corporate Governance report annexed to this report.

Suspension of Trading

The Securities of the Company were not suspended from trading during the year under review. With effect from November 15, 2021, total outstanding 14,803 Global Depository Receipts of the Company were delisted from London stock exchange and Luxembourg stock exchange.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

Not Applicable to the company.

The details of difference between amount of the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable to the company.

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Singhi & Co., Chartered Accountants,(Firm Registration No. 004915S),were appointed as our Companys Statutory Auditors pursuant to a resolution adopted by our Shareholders at the AGM held on July 15, 2022 for a period of five years, from Fiscal 2023 to 2027. The Audited Consolidated Financial Statements have been prepared in accordance with the Companies Act, 2013.

The financial statement for Fiscal 2023 have been audited by M/s Singhi & Co., Chartered Accountants, and the financial statements for Fiscal 2022 and 2021 were audited by our previous statutory auditors, M/s. CNGSN & Associates LLP who were appointed for a period of five years from Fiscal 2017 to Fiscal 2022.

Auditors Report

The Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023. Auditors Report on Standalone Financial Statement is with un-modified opinion and Auditor Report on Consolidated Financial Statement is with modified opinion. The detailed report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2022-23.

Details of Fraud Reportable by Auditor

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s S Dhanapal & Associates (Practicing Company Secretaries) to conduct the Secretarial audit of your Company for the Financial Year 2022-2023. The Secretarial Audit Report in form MR-3 is forming part of this Annual Report (Annexure VI).

Basis the recommendation of the Audit Committee, the Board has re-appointed M/s S Dhanapal & Associates LLP (Practicing Company Secretaries), as Secretarial Auditors of the Company for the Financial Year 2023-24.

Explanation to the Audit qualifications:

The explanation to the Audit Qualifications for the financial year ended March 31,2023 are given in Annexure IX to this report.

In terms of Regulation 24A of the SEBI Listing Regulations, there

In terms of Regulation 24A of the SEBI Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose income/net worth exceeds 10 per cent of the consolidated income/net worth respectively of the Company and its Subsidiaries in the immediately preceding accounting year. Hence, there is no requirement for a Secretarial audit to be conducted for any of the Companys Subsidiaries in India.

Annual Secretarial Compliance Report

In terms of Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 202223 has been filed with Stock Exchanges and the same is available on the website of the Company at http://www.orchidpharma.com /downloads/Annual%20Secretarial%20Compliance%20Reports/ ORCHPHARMAANNUALSECRETARIALREPORT2023.pdf

Compliance with the provisions of Secretarial Standards Issued by Institute of Company Secretaries of India

The Company has deployed proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Cost Audit

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of Bulk Drugs and Formulations be conducted under Section 148 of the Companies Act, 2013. Consequently, your Company had appointed Shri J Karthikeyan as Cost Auditor for the Financial Year 2022- 23, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations. The cost audit report for the Financial Year 2022-2023 will be filed with the Central Government within the stipulated timeline.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost Audit records in respect of its pharmaceutical business. The Board, at its meeting held on May 10,2023, on the recommendation of the Audit Committee, has appointed Shri J Karthikeyan, Cost Accountant, Chennai (Membership No.29934 & Firm Reg. No.102695) to conduct the audit of the cost accounting records of the Company for financial year2023- 2024ataremunerationofRs.2,50,000/-(Rupees Two Lakhs and Fifty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses. A certificate from the Cost Auditors, certifying his independence and arms length relationship has been received by the Company.

As per provisions of Section148of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking members ratification for the remuneration payable to Shri J Karthikeyan, Cost Accountants is included in the notice convening the AGM.

Other disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

• There is no change in the Share Capital structure during the year under review*.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

• There was no revision in the financial statements

*The Board of Directors at its meeting held on June 27, 2023, approved the allotment of 99,02,705 Equity Shares on Qualified Institutional Placement basis in accordance to the SEBI (Issue of Capital and Disclosure Requirement) Regulations read with applicable provisions of Companies Act 2013. Pursuant to the said allotment of Equity Shares, the paid-up equity share capital of the Company stands increased from 408,164,000 comprising of 40,816,400 Equity Shares to 50,71,91,050 comprising of 5,07,19,105 Equity Shares as on date of this report.

Acknowledgements

The Board is grateful and thankful to all the Banks, Financial Institutions both in public sector and in private sector who have fully supported your Companys initiatives. The Board is grateful to the Central and State Government and the Central Drugs Standard Control Organization and State Food Safety and Drugs Administration (State FDAs) for their continued support to the Companys business plans. The Board places on record their appreciation of the support provided by the Employees, customers, suppliers, service providers, medical fraternity and business partners.

For and on behalf of the Board of Directors of
	Orchid Pharma Limited
Sd/-	Sd/-
Manish Dhanuka	Mridul Dhanuka
Managing Director	Whole Time Director
DIN:00238798	DIN:00199441
Place: Gurugram
Date: July 12, 2023