Your Directors are pleased to present the 32^nd (Thirty Second) ‘Board’s 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 Company's 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:

(? in Crores)

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 ?921.93
crores against ?819.37 crores in 2023-24.
The Gross Profit before interest, depreciation
and taxes during the year stood at ?155.46
crores as against ?141.07 crores in 2023-24.
After providing for interest expense,

depreciation, exceptional item, the Profit
before tax of the Company for the FY was
?106.48 Crores against ?94.75 crores in
2023-24. The Comprehensive Profit stood at
?105.73 crores during 2024-25 against

?94.41 crores in 2023-24.

Consolidated Financials

During the FY 2024-25, your Company

achieved an operating revenue of ?921.93
crores as against ?819.37 crores in 2023-24.
The Gross Profit before interest, depreciation
and taxes during the year stood at ?144.65
crores against ?141.53 crores in 2023-24.
After providing for interest expense,

depreciation, exceptional item, the Profit
before tax of the Company for the FY was
?95.57 Crores against ?91.95 crores in 2023¬
24. The Comprehensive Profit stood at
?98.91 crores during 2024-25 against ?91.83
crores in 2023-24.

Earnings Per Share (EPS)

The Standalone Basic EPS for continuing
operations of the Company stood at ?20.99
for the FY ended March 31,2025 as against
?19.59 for the FY ended March 31,2024 and
Diluted also stood at ?20.99 as against
?19.59 in the previous year.

Capex and Liquidity

During the year, the Company has spent ?
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 long¬
term 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 Hon’ble
National Company Law Tribunal (“NCLT”),
Chennai Bench. The Hon’ble 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 Hon’ble 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 Hon’ble NCLT.

Further, the Company has filed the Second
Motion Petition before the Hon’ble 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 Hon’ble 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 molecule’s 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 Shareholder's information

The Company firmly believes in adhering to
Corporate Governance codes to ensure
protection of its investor's 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, Orchid's 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 office’s 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 Company’s 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 Company’s
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 Company’s 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 non¬
operational 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 ?600 Crores during the tenure
of the scheme i.e., FY 2023-24 till FY 2028¬
29. 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 ?18.84 Crores for
manufacturing of 7ACA under the PLI
Scheme.

The Company made an additional Investment
of ?14,99,99,000/- (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 ?10/- 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 ? 3.90
crores as against the loss of (?2.90) 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 2024-
or-

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 re¬
appointment 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 Non¬
Independent 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 Non¬
Executive 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 Board's 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 NRC’s recommendations, the
Board evaluates and finalises the selection of
the appropriate candidate. In the case of re¬
appointment, 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 Company’s 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 Non¬
Executive 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 arm’s 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 Company’s
European footprint.

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

• Successfully settled a lease dues matter
with DBS Bank before the Hon’ble NCLT,
culminating in a disposal order in the
Company’s favour.

• Executed a loan agreement to avail
approximately ?142 crore for the
Cefiderocol project, supporting the
Company’s future growth in the antibiotic
segment.

These developments are expected to have a
positive impact on the Company’s 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 decision¬
making 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

Company’s 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 Committee’s 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, Non¬
Independent 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 Company’s 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 Company's 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
Company's 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 ERT’s
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 2024¬
25 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 Company’s
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 Auditor’s
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 arm’s 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.

Director's 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 Company's 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 Company's
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