Orchid Pharma Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 32^nd (Thirty Second) ‘Boards Report, together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended on March 31, 2025.

Financial summary/Performance/State of Companys affairs

The Highlights of the standalone and consolidated financial Statements of the Company for the FY 2024-25 prepared in accordance with Indian Accounting Standards ("Ind AS") are given below:

	Standalone	Consolidated
Particulars	FY ended March 2025	FY ended March 2024	FY ended March 2025	FY ended March 2024
Sales & Operating Income	921.93	819.37	921.93	819.37
Other Income	31.93	30.39	27.47	30.86
Total Expenditure (excluding depreciation and Finance cost)	798.40	708.69	804.75	708.69
Gross Profit/(Loss)	155.46	141.07	144.65	141.53
Interest & Finance Charges	14.54	16.33	14.54	16.35
Gross Profit after Interest but before Depreciation and Taxation	140.92	124.74	130.11	125.18
Depreciation	34.44	33.22	34.54	33.23
Profit/(Loss)before Tax, and extraordinary items	106.48	91.52	95.57	91.95
Exceptional items- [Income/(Expenditure)]	-	-	-	-
Profit/(Loss) Before Tax	106.48	91.52	95.57	91.95
Current & Deferred Tax	-	(3.23)	(0.19)	(3.12)
Profit/(Loss) after Tax- Continuing Operations	106.48	94.75	95.76	95.07
Profit/ Loss of Associates	-	-	3.90	(2.90)
Profit/Loss for the year	106.48	94.75	99.66	92.17
Re-measurement of postemployment benefit obligations	(0.70)	(0.45)	(0.70)	(0.45)
Gain/(Loss) on fair valuation of the Investments	(0.05)	0.11	(0.05)	0.11
Comprehensive Profit/Loss for the Year	105.73	94.41	98.91	91.83

Business segments

Your Company established in 1992, operates in single business segment viz., Cephalosporin pharmaceuticals, in which the Company drives its major sales through Active Pharmaceutical Ingredients (APIs). The Company is an established Export Oriented Unit ("EOU") with portfolio of antibiotics, both Human and Veterinary products. Antibiotics are life-saving drugs used to fight infections. Different classes of antibiotics include Beta- lactam, Macrolide, Fluoroquinolone, Imidazole etc. 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 are pioneer in production of Quality Cephalosporins especially the sterile 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 and is the one out of the only three USFDA approved facilities in the world, a status reaffirmed with the successful completion of the USFDA Inspection in 2025. 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 antiinfective finished dosage formulations through its formulation facilities. Orchid is the only Indian Pharmaceutical Company, to ever have invented a New Chemical Entity (NCE, also colloquially called New Drug), which is approved in US and Europe. This product is called Enmetazobactam (with the brand name as EXBLIFEP) and has been launched in India under the brand name ‘Orblicef. Consequent to the insolvency of Allecra Therapeutics GmbH and Allecra Therapeutics SAS, the original patent holders of Enmetazobactam, the Company has undertaken significant and rigorous measures to successfully secure 100% global ownership of the molecule and repatriate the first novel antibiotic discovered in India back to its country of origin.

Standalone Financials

During the FY 2024-25, your Company achieved an operating revenue of Rs921.93 crores against Rs819.37 crores in 2023-24. The Gross Profit before interest, depreciation and taxes during the year stood at Rs155.46 crores as against Rs141.07 crores in 2023-24. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the FY was Rs106.48 Crores against Rs94.75 crores in 2023-24. The Comprehensive Profit stood at Rs105.73 crores during 2024-25 against Rs94.41 crores in 2023-24.

Consolidated Financials

During the FY 2024-25, your Company achieved an operating revenue of Rs921.93 crores as against Rs819.37 crores in 2023-24. The Gross Profit before interest, depreciation and taxes during the year stood at Rs144.65 crores against Rs141.53 crores in 2023-24. After providing for interest expense, depreciation, exceptional item, the Profit before tax of the Company for the FY was Rs95.57 Crores against Rs91.95 crores in 202324. The Comprehensive Profit stood at Rs98.91 crores during 2024-25 against Rs91.83 crores in 2023-24.

Earnings Per Share (EPS)

The Standalone Basic EPS for continuing operations of the Company stood at Rs20.99 for the FY ended March 31,2025 as against Rs19.59 for the FY ended March 31,2024 and Diluted also stood at Rs20.99 as against Rs19.59 in the previous year.

Capex and Liquidity

During the year, the Company has spent Rs 31.57 Crores on Plant & Equipment, etc., largely towards balancing facilities and essential sustenance capital items. As on March 31, 2025, the Company has nil longterm secured financial facility.

Material events during the year under review

I. Scheme of Merger/Amalgamation:

During the year under review, the Scheme of Arrangement between M/s. Orchid Pharma Limited ("Transferee" or Amalgamated Company") and M/s. Dhanuka Laboratories Limited ("Transferor" or "Amalgamating Company") and their respective shareholders and creditors (Scheme) in compliance with Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 ("Companies Act" or "the Act") as reviewed and recommended by the Audit Committee and Committee of Independent Directors was approved by the Board.

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 maximizing value to their Shareholders and the Stakeholders with centralization of inventory and greater economies of scale. The Arrangement will ensure creation of a combined entity under the Amalgamated Company, as the holding entity of the cluster, thereby resulting in on- time supplies, efficiency of management and maximizing value for the shareholders.

The Company filed the Scheme of Arrangement between M/s. Orchid Pharma Limited ("Transferee" or "Amalgamated Company") and M/s. Dhanuka Laboratories Limited ("Transferor" or "Amalgamating Company") and their respective shareholders and creditors ("Scheme") with the Stock Exchanges where the securities of the Company are listed, viz., National Stock Exchange of India Limited and BSE Limited, and obtained their in-principle approval in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), read with the applicable Circulars issued thereunder.

Subsequently, the Company submitted the First Motion Application before the Honble National Company Law Tribunal ("NCLT"), Chennai Bench. The Honble NCLT, vide order dated April 29, 2025, read with order dated May 9, 2025, inter alia, issued directions for convening meetings of the equity shareholders of the Amalgamated Company and the unsecured creditors of both companies, while dispensing with the requirement of convening meetings of the equity shareholders of the Amalgamating Company and the secured creditors of both companies, in view of their respective consents to the Scheme already placed on record before the Honble NCLT. Pursuant to the said directions, the meetings of the equity shareholders and unsecured creditors of both companies were duly convened and conducted in compliance with the orders of the Honble NCLT.

Further, the Company has filed the Second Motion Petition before the Honble NCLT, Chennai Bench, for consideration and sanction of the Scheme, and till the date of this Report, the said petition stands formally admitted by the Honble NCLT for requisite proceedings

Future Outlook

With the acquisition of Company by Dhanuka Group, five years ago and implementation of the approved Resolution Plan, your Company is moving in a growth trajectory. The continuous efforts of Management and entire staff is playing pivotal role towards rebuilding the organization and taking it to greater heights. In terms of financials, the objective of your Company is to continuously pursue growth and improve EBITDA margins with increased capacity and more capabilities of outreach to newer markets.

With new capacities in sterile and oral products coming on stream, coupled with backward integration, your Company is now strategically positioned to emerge as a global leader in the Cephalosporin segment. In addition, the Company is undertaking significant investments in other key projects, including the establishment of a vial

lyophilization facility for manufacturing Cefiderocol Injection under a manufacturing sub-license agreement, and the construction of a downstream plant at its existing Alathur facility. The successful completion and scaling-up of these projects will serve as critical credit monitorables.

In a landmark development, the Company has acquired the assets of Allecra Therapeutics, thereby securing exclusive global ownership of Enmetazobactam — the first novel antibiotic molecule discovered in India and approved in both the US and Europe. This acquisition is strategically significant as it provides the Company with complete control over the molecules global commercialisation, enabling wider market reach, stronger intellectual property positioning, and the creation of new revenue streams in the global anti-infective segment.

With these strategic initiatives, robust operational execution, and a strong innovation pipeline, your Company is well positioned to accelerate its growth trajectory and enhance stakeholder value in the years ahead.

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 SEBI Listing Regulations, forms a part of this Annual Report and is presented separately.

Corporate Governance Report and Additional Shareholders information

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investors interest as well as healthy and sustainable growth of the Company. It upholds and adheres to highest standards of Corporate Governance and the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance including the Certificate issued by Company Secretary in Practice, for compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI

LODR Regulations is given in Annexure I of this Report including therein a certificate from a Company Secretary in Practice 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.

Board and Committees

Meetings of the Board of Directors

During the year under review, five (05) meetings of the Board of Directors were held, details of the same are furnished in the Corporate Governance Report forming part of this Report. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 & the relevant rules made there under and 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 time period prescribed under the Act and the SEBI Listing Regulations.

Committees of the Board

The 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 in accordance with the requirements of the SEBI Listing Regulations, the Act and other applicable provisions.

Your Board has constituted following statutory Committees 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

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof, if any, are given in the Corporate Governance Report, which forms integral 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 Chairman or Secretary of the respective Committees regularly apprised the Board of the deliberations held and decisions taken by the Committees.

Adequacy of Internal Financial Control System

The Internal Financial Controls of the company encompass 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 Statutory Auditors of the Company has shown their satisfaction on the Internal Financial Controls established by the Company over Financial Reporting System in compliance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

Regulatory Filings and Approvals

In the generic formulations domain, your company currently holds 06 ANDAs and in the API (Active Pharmaceutical Ingredients) domain, Orchids cumulative filings of US DMF stand at 48. The break-up of the total filings is 30 in the Cephalosporin Segment and 18 in NPNC segment. In European market space the cumulative filings of COS (Certificate of Suitability) count remained at 15 (15 approved) which pertains to the cephalosporin segment. In the Japan market, the cumulative filings of JDMFs count remained at 8 all in Cephalosporin segment. 01 National filing (ASMF) and approved in Italy, EU. 01 CADIFA application filed with ANVISA, Brazil (LATAM).

Intellectual Property Rights

The total number of active patent portfolio maintained by Orchid in various national and international patent offices so far is 24 including Process & New Chemical Entities (NCE). Out of 24 patents, your Company have been granted and hold 22 patents, 2 patent applications are published as of April 22,2025.

Dividend & Reserves

In line with the Companys long-term growth strategy and with a view to further strengthening its financial position, the Board has resolved to retain the profits for the financial year ended March 31, 2025, and accordingly has not recommended any dividend for the year. This decision is aimed at augmenting internal reserves to support ongoing expansion projects, enhance operational capabilities, and create greater value for stakeholders in the future. Further, no amount has been transferred to reserves during the year.

Dividend Distribution Policy

In accordance with Regulation 43A of SEBI Listing Regulations, as amended, top 1000 listed entities based on market capitalization are required 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. https://www.orchidpharma.com/downl oads/Dividend%20Distribution%20po licy.pdf

Business Responsibility and

Sustainability Reporting (BRSR)

The Company primarily focuses on adoption of practices for the sustainable growth with the hand in hand operation to the responsible behavior towards the environment and society at large. The Company has provided Business Responsibility and Sustainability Report, which indicates the Companys performance against the principles of ‘National Guidelines on Responsible Business Conduct and would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Further, in accordance with the provisions of Regulation 34 of the SEBI Listing Regulations, which mandates the inclusion of Business Responsibility and Sustainability Report as part of the Annual Report for the top 1000 listed entities based on market capitalization, the BRSR Report forms part of this Annual Report as Annexure II and the same is available on Companys website at http://www.orchidpharma.com/invr Annualre ports.html.

Employees Stock Option Plan

The Company does not have any active employee stock option plan or employee stock option scheme as on March 31,2025.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

Your Company does not have any Material subsidiary, however as on the closure of FY 2024-25, the Company has six Subsidiaries, including two step down Subsidiaries namely;

A. Subsidiaries

i. Bexel Pharmaceuticals Inc., USA

Bexel was incorporated basically to conduct Research & Development activities in new drug discovery segment and was nonoperational during the year under review.

ii. Diakron Pharmaceuticals Inc., USA

Diakron Pharmaceuticals Inc., USA was engaged in business of cardiovascular drug development and was non-operational during the period under review.

iii. 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 and was non-operational during the period under review.

iv. Orgenus Pharma Inc., USA

Orgenus Pharma Inc., USA is a Subsidiary of Orchid Pharmaceuticals, Inc., USA. Thereby, step down subsidiary of Orchid Pharma Limited and was non-operational during the period under review.

v. Orchid Pharma Inc./ Karalex Pharma LLC, USA

Orchid Pharma Inc./ Karalex Pharma LLC, USA is a Subsidiary of Orchid Pharmaceuticals, Inc., USA. Thereby, step down subsidiary of Orchid Pharma Limited and was non-operational during the period under review.

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 and is in the face of setting up its manufacturing facility at Jammu.

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 Tonnes Per Annum and for a total incentive up to Rs600 Crores during the tenure of the scheme i.e., FY 2023-24 till FY 202829. 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.

The Company has acquired 19.79 acres of Industrial Land worth Rs18.84 Crores for manufacturing of 7ACA under the PLI Scheme.

The Company made an additional Investment of Rs14,99,99,000/- (Rupees Fourteen Crores Ninety-Nine Lakhs and Ninety-Nine Thousand Only) in the Equity shares of the WoS to meet its financial needs for the setting up of projects, inter-alia, for which the Company has raised the Funds through QIP during the year. Further, to meet the requirements of WoS, an additional funding under the mode conditional loan/advance was made during the period under review.

The Company holds complete shareholding of WoS including the voting rights and 6 shares through Nominee shareholders with 1 each, forming 0.00% of the total capital, as on date of this Report.

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 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 https://www.orchidpharma.com/downloads/Po licy%20for%20Material%20Subsidiaries v- 2.0. pdf

B. Associate Company

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

The total shares subscribed by your Company in OrBion as on March 31,2025 is 4,55,00,000 equity shares of Rs10/- each constituting 26% of paid up equity share capital of M/s OrBion Pharmaceuticals Private Limited.

The Consolidated Financial Statement of the Company were prepared inter-alia including the financials of OrBion and the percentage share of profit of your company in the associates for the year 2024-25 is Rs 3.90 crores as against the loss of (Rs2.90) during the year 2023-24.

C. Joint Ventures

As on March 31,2025, the 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 NIL Revenue from operation and therefore have no contribution in 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 existing foreign subsidiaries including step down subsidiaries due to inoperative/lack of revenue and/or high expenses.

Orchid Pharmaceuticals SA (Proprietary) Limited, a Wholly owned subsidiary of the Company stands deregistered vide Certificate dated January 31, 2024 issued by "Companies and Intellectual Property Commission", Pretoria South Africa. Additionally, Orchid Europe Limited, United Kingdom has been dissolved on September 27,2022.

Further adequate Steps are being taken to close/divest remaining foreign subsidiaries (including step down subsidiaries) of the Company.

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 and associates, as applicable. 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-III & forms part of this Annual 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 31^st March 2025, the Board of the Company has total Eight Directors comprising of two directors in the category of Key Managerial Personnel ("KMP"), being the Managing Director and Whole-Time Director, two Non-Executive Non-Independent Directors and four Independent Directors (including Two Woman Independent Directors).

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 202425:

Name of Director/Key managerial Personnel	Particulars of Change (Appointment / Resignation/Others)	Effective Date of change
1 Mr. Mudit Tondon	Resigned from the position of Non- Executive Independent Director.	April 12, 2024
2 Ms. Shubha Singh	Appointed as Non-Executive Independent Director.	May 23, 2024
3 Mr. Manish Dhanuka	Re-appointed as Managing Director with the subsequent approval from the Shareholders of the Company	Febru ary 28, 2025
4 Mr. Mridul Dhanuka	Re-appointed as Whole-Time Director with the subsequent approval from the Shareholders of the Company	Febru ary 28, 2025

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31,2025:

1. Mr. Manish Dhanuka, Managing Director

2. Mr. Mridul Dhanuka, Whole Time Director

3. Mr. Sunil Kumar Gupta, Chief Financial Officer

4. Mr. Kapil Dayya, Company Secretary

Declaration of Independence by the Independent Director and Board opinion

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 Listing 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 Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be anticipated, that could impair or impact their ability to discharge their duties. Further, in the opinion of the Board, IDs qualify the criteria of Independence as mentioned in the Act and SEBI Listing Regulations.

The Board opines that all IDs 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 re-appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arjun Dhanuka (DIN: 00454689), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for reappointment under the category of Director retiring by rotation. The Board considering his vast experience, knowledge, expertise, performance, enriched guidance role, recommends the re-appointment of Mr. Arjun Dhanuka as Non-Excecutive NonIndependent Director on the Board of the Company.

A resolution seeking shareholders approval for his re-appointment 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 NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Annual Return

In accordance with Section 92(3) and section 134 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 https://www.orchidpharma.com/invr corporat egovernance.html under the "Investors" section.

Nomination & Remuneration Policy (NRC Policy)

The Company has formulated a Nomination and Remuneration Policy ("NRC Policy") in compliance with the provisions of Section 178 of the Companies Act, 2013, read with the applicable rules, and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The primary objective of the NRC Policy is to ensure a transparent, merit- based, and structured process for the selection, appointment, and re-appointment of Directors, Senior Management Personnel, and Key Managerial Personnel.

The NRC Policy sets out the criteria for appointment to the Board and empowers the Nomination and Remuneration Committee ("NRC") to identify and recommend suitable candidates. In evaluating the suitability of a person for appointment or continuation as a Director, the NRC considers, inter alia, Board diversity, eligibility, qualifications, skills, expertise, track record, industry knowledge, professional ethics, integrity, values, and other "fit and proper" criteria.

Based on the NRCs recommendations, the Board evaluates and finalises the selection of the appropriate candidate. In the case of reappointment, the NRC, taking into account the performance evaluation scores of the concerned Director, recommends to the Board whether to extend or continue the term of appointment.

Additionally, the NRC recommends to the Board the remuneration payable, in whatever form, to Senior Management Personnel. It is further affirmed that the remuneration of the Directors, Key Managerial Personnel, and Senior Management Personnel is determined in line with the parameters and principles laid down in the Companys NRC Policy.

The Policy is available on the website of the Company and the web-link for the same is https://www.orchidpharma.com/downloa ds/Nomination%20and%20Remuneratio n%20Policy.pdf

Appointment and Remuneration of NonExecutive Directors

Non-Executive Directors are entitled to receive sitting fees for attending the meetings of the Board or Committees 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 respective fields, diversity of the Board, global exposure, professional network, technical expertise, functional domain expertise, independence and innovation.

Related Party Transaction(s) and Policy

The Related Party Transactions entered into by the Company during the year under review were on arms length basis and in the ordinary course of business. Further, all the transactions entered with Related Party/s during the FY were in accordance with the Related Party Transactions Policy of the Company and in pursuance of approval granted by the Audit Committee.

Further, pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee granted omnibus approval to the transactions likely to be entered into by the Company with related parties during the year which are of repetitive nature. Members may refer to Note No. 50 to the Financial Statement which sets out transactions with Related Parties disclosures pursuant to IND AS-24.

Your Company has framed a Related Party Transaction Policy in compliance with Section 188 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. The Policy is available on the website of the Company and the web-link for the same is

https://www.orchidpharma.com/downloa ds/Policy%20on%20RPT%20and%20M aterial%20RPT.pdf

Furthermore, in accordance with the provisions of Section 134(3) of the Act read with Companies (Accounts) Rules, 2014, the details of material contracts or arrangements or transactions and in form AOC-2 is given in Annexure IV to this Annual Report.

Corporate Social Responsibility (CSR)

As per Audited Annual Financial Statements of the Company for the FY ended March 31, 2025, the Company meets the thresholds as prescribed under Section 135 (1) of the Companies Act, 2013.

The Company has a Corporate Social Responsibility Committee ("CSR Committee") comprising of three (3) members, as detailed in the Corporate Governance Report forming part of this Annual Report. The Company has adequately framed the CSR Policy to adhere with the CSR obligations of the Company and the Policy is hosted on website of the Company at

https://www.orchidpharma.com/downloa ds/Orchid%20CSR%20Policy- approved.pdf

In terms of the provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities for the FY 2024-25, inter-alia including detailed information on CSR Policy, its salient features, CSR obligations of the Company, details pertaining to spent and unspent amount, is annexed as Annexure- V to this Annual Report.

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

Between the close of the financial year ended March 31,2025, and the date of this Report, the Company has undertaken several strategic and favourable initiatives expected to strengthen its financial and operational position:

• Acquired a Wholly Owned Subsidiary in Germany with a capital contribution of EUR 25,000 to enhance the Companys European footprint.

• Acquired assets of Allecra Therapeutics GmbH (Germany) and Allecra Therapeutics SAS (France), expanding the Companys presence in the global antibiotics market.

• Successfully settled a lease dues matter with DBS Bank before the Honble NCLT, culminating in a disposal order in the Companys favour.

• Executed a loan agreement to avail approximately Rs142 crore for the Cefiderocol project, supporting the Companys future growth in the antibiotic segment.

These developments are expected to have a positive impact on the Companys business prospects and long-term value creation.

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 FY 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 VI 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 VII 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 VIII to this report.

Risk Management

In a dynamic business environment, risks are inevitable; however, their effective management can transform them into opportunities. At the Company, risk management is embedded into decisionmaking at every level, enabling us to safeguard our operations while pursuing sustainable growth.

We continuously identify, assess, and address potential risks—operational, financial, regulatory, environmental, and strategic—through a structured process aimed at minimising adverse impacts and capitalising on emerging opportunities. The

Companys risk management framework, detailed in the Management Discussion and Analysis, ensures proactive mitigation rather than reactive response.

The Risk Management Committee, constituted by the Board of Directors, plays a pivotal role in steering this process. It oversees the identification, evaluation, and monitoring of risks, reviews the effectiveness of mitigation measures, and recommends enhancements to the risk management plan in alignment with evolving business realities. The Committees functioning fully complies with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable norms.

Through robust governance, timely monitoring, and adaptive strategies, the Company views risk management not just as a safeguard, but as a strategic enabler of resilience, competitiveness, and long-term value creation for stakeholders.

Your Company has framed a Risk Management Policy to ensure that the company has proper and continuous risk identification and management process in place to manage the risks associated with its activities. The Policy is available on the website of the Company and the web-link for the same is https://www.orchidpharma.com/downloads/Ri sk%20Management%20Policy.pdf

Annual Evaluation of Board, its Committees and Individual Directors

In terms of provisions of the Companies Act, 2013 and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board is 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 questionnaires 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.

The summary to the annual performance evaluation has been included in the Corporate Governance Report forming integral part of this Annual Report containing the skills/expertise/competencies of the Individual Directors of the Company.

Change in the Nature of Business

There is no change in the nature of business carried on by your company during the FY ended March 31,2025.

Change of Registered Office Address of the Company

During the FY ended March 31,2025, there is no change in the registered office of the Company.

Details regarding deposits, covered under Chapter V of the Act

During the FY 2024-25, your company did not accept any deposits nor had any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read 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

During the financial year under review, and up to the date of this Report, there have been no significant or material orders passed by any regulators, statutory authorities, courts, or tribunals which have adversely affected or are likely to adversely affect the Companys going concern status, its business operations, or future financial performance

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 mechanism allows direct access to Chairperson of the Audit Committee and also Managing Director in exceptional cases and provides safeguard against the victimization of whistle blowers. The Company has Whistle Blower Policy for the same and is available on the website of the Company, which can be accessed from the web link https://www.orchidpharma.com/downloa ds/Policy%20on%20%20Whistle%20Blo wer.pdf

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

The details on the same are covered in the Corporate Governance Report, which forms part of this Annual 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 prior to breach of trading limits mentioned therein 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 or 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 31,2025.

Copy of the Code is also available on the website of the Company at https://www.orchidpharma.com/downloads/co deofconduct/Code%20of%20Conduct%20on% 20Prevention%20of%20Insider%20Trading.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.

• Number of complaints of sexual harassment received in the Financial Year 2024-25 : NIL

• Number of complaints disposed off during the Financial Year 2024-25 : NIL

• Number of cases pending for more than 90 days : NIL

Disclosure under the Maternity Benefit Act, 1961

The Company also remains committed to promoting and supporting the overall wellness of its colleagues by offering robust and differentiated benefits. During the year under review your Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961.

Our Company complied with the applicable provisions of the Maternity Benefit Act, 1961

Environment

Environment management is the prime concern of Orchid Pharma Limited. Orchid has employed a state-of-the-art technology, zero liquid discharge (ZLD) treatment plant and world class treatment facilities for its liquid and gaseous pollutants generated from the production processes. The zero discharge of liquid effluent comprises of Membrane Bio Reactor, Reverse Osmosis, Disc RO system, Thermal Evaporation & Agitated thin film dryers (ATFDs) to treat the entire effluent and recycle back into the system.

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 Original Hydrodynamic Aerators, ABS mixers & Ultrafiltration System loaded with ceramic membrane. The permeate from ultrafiltration passes through reverse osmosis plant to separate inorganic salts. The reject from the reverse osmosis plant is further treated in disc RO plant. The reject from the Disc RO plant is mixed with high total dissolved solids effluent for further treatment. The permeate of reverse osmosis and Disc RO plant are utilized in the cooling towers as make up water. The excess bio mass from the aerobic system is centrifuged stored in protected storage sheds and disposed to Government authorized Coprocessor/Preprocessor to use as an alternate fuel in the Cement Kiln as per hazardous waste authorization.

High TDS effluent is collected and neutralized into neutral PH. This effluent is sent to Mechanical Evaporators (Single stage and three 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 stored in protected storage sheds and disposed to Government authorized

Coprocessor/Preprocessor to use as an alternate fuel in the Cement Kiln as per hazardous waste authorization.

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.

Primary and Secondary condensers followed by Activated charcoal adsorption column arrangements

Orchid installed Primary and Secondary condensers followed by Activated charcoal adsorption column arrangements for fugitive emissions from the storage tanks of solvents and secondary condensers of solvent recovery area to control the fugitive emissions.

Reverse Jet Venturi Filter

Orchid installed reverse jet venturi 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 to Government authorized

Coprocessor/Preprocessor to use as an alternate fuel in the Cement Kiln as per hazardous waste authorization.

World Environment Day Celebration

World Environment Day was celebrated on 5^th June, 2025 by planting trees with in our factory premises to create awareness on environment among employees.

Safety

Orchid engaged DuPont, a globally recognized safety pioneer in the chemical industry, to improve its organizational safety culture. As a result of this collaboration, the level of safety awareness and understanding has increased significantly, aligning with international standards. Now, 20 years into this journey, the safety enhancement is being effectively maintained.

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 behavior 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.

Orchid welcomes and treats the contractors as partners of our business. We look forward for safe execution of the assignment and for long-term association with every contractor. Orchid committed to protect the health and safety of employees, contractors/contract workers, visitors and community and it forms an important part of our SHE policy.

With regard to the compliance of the relevant statutory requirements, we practice the safety instructions for contractors and their workmen in order to maintain the desired standard of safety at work.

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. Safety-related initiatives, Awareness campaigns were conducted to promote a "zero incidents" mindset among employees and contract employees. These efforts resulted in behavioral change, making FY 2024-25 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 2024-25 to reinforce the safe behavior and also to enhance the necessary skills to perform the job safely. We organized training for our employees and contract employees covering Chemical safety-SDS, Work Permit System, Fire prevention & mitigation, Emergency preparedness, First aid and Process Safety Management. As a part of our commitment to enhance employee and contract employees awareness on EHS-related matters, several awareness campaigns and safety exhibitions were held around National Safety Week, Fire Services Week, World Health Day. The company exhibits safety modules at state level exhibition conducted by Tamil Nadu Government.

Orchid put together a strong value system, which incorporated social responsibility and community development activities as part of the overall business strategy. The key thrust areas that the Orchid Trust works on are Education, Health, Self-employment, Capacity building, Community Asset Development and Youth development. 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 Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure IX to this Annual Report.

Remuneration paid to Executive Directors

During the year under review, remuneration received by Mr. Manish Dhanuka, Managing Director and Mr. Mridul Dhanuka, Whole time Director of your Company for the FY ended March 31,2025 and the details for the same is given in the Corporate Governance Report forming part of this Annual Report.

Further, in accordance with the provisions of Section 197 of the Act and Regulation 17 of SEBI Listing Regulations, the Company had sought the approval of members via. Special Resolution in the Annual General Meeting of the Company held on August 21, 2024, for remuneration paid to the Managing Director and Whole Time Director during the FY 202425 and the same was within the permissible limits specified in the Companies Act.

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, 7 & 16 to Standalone financial statements for the FY 2024-25, which forms part of this Annual Report.

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 2025-26 have been paid to both the Stock Exchanges. Also, the Company has duly paid the Depository Fees to National Securities and Depositories Limited ("NSDL") and Central Depository Services Limited ("CDSL").

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

In accordance with the applicable provisions of the Companies Act, 2013, read with the Companies Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all the Unpaid or Unclaimed dividends including the Shares on which dividend has not claimed are required to be transferred by the Company to the IEPF Authority after the completion of seven years. During the period under review the Company was not required and had not transferred any amount or shares to the IEPF Authority and the details pertaining to the same are disclosed in the Corporate Governance Report annexed to this Annual Report.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year

There was no application filed or pending under the Insolvency and Bankruptcy Code, 2016 against the company during the year.

Auditors

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 Companys Statutory Auditors pursuant to a resolution passed by the Shareholders at the AGM held on July 15, 2022 for a period of five years, from FY Year 2022-23 to 2026-27. The financial statements (Standalone and Consolidated) for FY 2024-25 have been audited by M/s. Singhi & Co., Chartered Accountants.

Statutory Auditors Report

The Auditors have audited the standalone and consolidated financial statements of the Company for the FY ended March 31, 2025 and have issued an un-qualified Auditors Report on Standalone Financial Statement. However, Auditor Report on Consolidated Financial Statement contains qualified opinion. The detailed report of the Statutory Auditor forms part of this Report and Annual Accounts 2024-25. The information w.r.t the qualified opinion of the Statutory Auditors on the Consolidated Financial Statement and Management response thereon is included in the Statement of Impact of Audit Qualification annexed to the Corporate Governance Report, which forms part of this Annual Report.

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 LLP (Practicing Company Secretaries) to conduct the Secretarial audit of your Company for the FY 2024-25. The Secretarial Audit Report in form MR-3 is forming part of this Annual Report as Annexure X.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, the Material Unlisted Subsidiary of the Company, if any, shall also submit Secretarial Audit Report to the Holding Company. However, there is no material unlisted subsidiary incorporated in India.

Further, basis the recommendation of the Audit Committee, the Board has proposed to re-appoint M/s. S Dhanapal & Associates LLP (Practicing Company Secretaries), as Secretarial Auditors of the Company for the 1^st term of 5 years from the conclusion of the ensuing 32^nd Annual General Meeting (AGM) until the conclusion of the 37^th Annual General Meeting, to be held in the year 2030, subject to the approval of the Shareholders via Ordinary Resolution.

Secretarial Auditor qualifications

The Qualifications stated in the Secretarial Audit Report issued by the Secretarial Auditors of the Company for the F.Y. 2024-25 are:

• Delay in getting approval of shareholders for continuation of Non-executive Director who has attained the age of 75 years and the company has paid requisite amount of fine imposed by BSE and NSE in this regard.

• Limited review by statutory auditor of audit of companies whose accounts are consolidated with the company as required under Regulation 33(8) of SEBI (LODR) Regulations, 2015 has not been carried as stated in the report of the Statutory Auditor on the consolidated financial statements of the Company.

Board Comments on Secretarial Auditors Qualifications:

Mr. Ram Gopal Agarwal, Non-Executive Director of the Company turned 75 years of age on July 30, 2024, however the Board of Directors of the Company, on the recommendation of Nomination & Remuneration Committee, approved and proposed his office for the approval, as a Director turning the age of 75 years, in the Notice of 31st Annual General Meeting

("AGM") circulated on July 27, 2024, which was also prior to his attaining the said age. Furthermore, to state here that Mr. Ram Gopal Agarwal being liable to retire by rotation in accordance to the provisions of Section 152(6) of Companies Act, 2013 in the AGM for the financial year ended March 31, 2024, scheduled to be held in the month of August, 2024, also being the Director attaining the age of 75 years, was subject to the approval of the members at the AGM only via Ordinary Resolution, held on August 21, 2024 and not earlier than that. Hence, given the interdependency of two approvals from members and considering the convenience of shareholders, it was impractical for the Company to obtain approval of Shareholders under Regulation 17(1A) of SEBI Listing Regulations via Postal Ballot/Extra-Ordinary General Meeting and then convening Annual General Meeting within a time gap of less than a month.

And the qualification regarding the audit of companies whose accounts are consolidated with the company has been adequately addressed in the Statement on Impact of Audit Qualifications forming part of this Annual Report.

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 Companies Act, 2013.

Annual Secretarial Compliance Report

In terms of Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for F.Y. 24-25 has been filed with Stock Exchanges and the same is available on the website of the Company at https://www.orchidpharma.com/downloads/A nnual%20Secretarial%20Compliance%20Re ports/Annual%20Secretarial%20compliance %20Report%202024-25.pdf

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

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 during the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

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 FY 2024- 25, for the audit of the cost accounts maintained by the Company in respect of both Bulk Drugs and Formulations. The cost auditor has carried out the audit for the FY 2024-25, which will be filed with the Central Government within the stipulated timeline.

Further, 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.

In accordance with the provisions of Section 148 of 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 of the Company in a General Meeting. Accordingly, a resolution seeking members ratification for the remuneration payable to Shri J Karthikeyan, Cost Accountants for the F.Y. 2025-26 is included in the notice convening the ensuing AGM, which forms the integral part of this Annual Report. A certificate from the Cost Auditors, certifying his independence and arms length relationship has been received by the Company.

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)

• 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 Company has not entered into any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

• As on 31^st March, 2025, the Company does not fall in the category of large corporates for FY 2024-25, as it does not exceed the threshold stipulated by SEBI.

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 FY 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 FY ended March 31, 2025 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.

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 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: August 12, 2025