Shareholders meeting

OrchidPharm~~ -- A Dhanuka Group Company ---------------------------------- September 07, 2026 National Stock Exchange of India Limited, BSE Limited Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Dalal Bandra (E), Mumbai-4000S1 Street, Fort, Mumbai- 400001 Symbol: ORCHPHARMA Scrip Code: 524372 Ref.: Regulation 34(1) and 30 read with Para A Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015, as amended ("SEBI Listing Regulations") Sub: Annual Report and Notice of 33rd Annual General Meeting of Orchid Pharma Limited ("the Company") for the F.Y. 2025-26 Dear Sir/Madam, This is in continuation to our earlier intimation dated September 03, 2026 stating the information regarding the 33rd Annual General Meeting of the Company for the Financial Year ended on March 31, 2026. With reference to the captioned subject and pursuant to Regulation 30 read with Para A Part A of Schedule III of SEBI Listing Regulations, please find enclosed herewith the Annual Report of the Company for the F.Y.202S-26, inter- alia including the Notice of 33rd Annual General Meeting of the Company, scheduled to be held on Tuesday, September 29, 2026 at 12.00 Noon (1ST) through Video Conferencing / Other Audio Visual Means ("VC" / "OAVM"), forming part of the said Annual Report. The same had been sent via email to the members of the Company as on the cut-off date i.e. September 04, 2026, whose email address is registered with the Registrar and Transfer Agent of the Company / Depository Participants and letters have been dispatched to the members who have not so registered the email-id, providing the web-link, including the exact path, where complete details of the Annual Report is available. The said Annual Report and Notice of 33rd Annual General Meeting are also available on the website of the Company at https://www.orchidpharma.com/investors You are requested to take above information on record. Thanking You, For Orchid Pharma Limited Kapil Dayya Company Secretary & Compliance OffiCer M. No.: F10698 Encl.: as above +91-44-27444471/72/73 corporate@orchidpharma.com orchidpharma.com CIN: L24222TN1992PLC022994 Registered Office: Corporate Office: Orchid Pharma Limited 15th Floor, Tower 1, DLF Corporate Greens, Sector 74A, Plot Nos. 121-128. 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Gurugram - 122004, Haryana, India Alathur, Chengalpattu Dist - 603110, Tamil Nadu, India. ORCHID PHARMA LIMITED CIN: L24222TN1992PLC022994 Regd. Office: Plot No. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Alathur, Chengalpattu, Alathur Industrial Estate, Kanchipuram, Tamil Nadu, India. Tel: +91-44-27444471/72/73 Email: cs@orchidpharma.com, investorrelations@orchidpharma.com Website: www.orchidpharma.com NOTICE OF THE 33RD ANNUAL GENERAL MEETING Notice is hereby given that the 33rd Annual General Meeting (“AGM”) of the Members of Orchid Pharma Limited (“Company”) will be held on Thursday, September 29, 2026 at 12:00 Noon (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt: a) The Revised Audited Standalone Financial Statements of the Company for the Financial year ended March 31, 2026, consequent to giving effect to the Scheme of Amalgamation between Dhanuka Laboratories Limited and Orchid Pharma Limited, as sanctioned by the Hon’ble National Company Law Tribunal, Chennai Bench, inter-alia, including Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and Cash Flow Statement for the year ended on March 31, 2026 together with the Reports of the Auditors and Board of Directors thereon; b) The Revised Audited Consolidated Financial Statements of the Company for the Financial year ended March 31, 2026, consequent to giving effect to the Scheme of Amalgamation between Dhanuka Laboratories Limited and Orchid Pharma Limited, as sanctioned by the Hon’ble National Company Law Tribunal, Chennai Bench, inter-alia, including Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and Cash Flow Statement for the year ended on March 31, 2026 together with the Reports of the Auditors and Board of Directors thereon; 2. To appoint Mr. Mridul Dhanuka (DIN: 00199441), who retires by rotation and being eligible, offers himself for reappointment, as Whole Time Director of the Company and in this regard, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution. SPECIAL BUSINESS: 3. Ratification of remuneration of the Cost Auditor of the Company for the Financial Year 2026-27: To consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Mr. J Karthikeyan, Cost Accountant (Membership No. 29934, Firm Registration Number M-102695) appointed as the Cost Auditor to conduct the Audit of Cost Records of the Company by the Board of Directors based on the approval and recommendation of the Audit Committee, for the Financial Year ending on March 31, 2027, at a remuneration of Rs. 3,50,000/- (Rupees Three Lakhs and Fifty Thousand Only) excluding applicable taxes and out of pocket expenses, if any, be and is hereby approved. RESOLVED THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things and execute all such documents as may be necessary and expedient to give effect to this resolution.” 4. Approval for Material Related Party Transactions with M/s. Otsuka Chemicals (India) Private Limited. To consider and if thought fit pass the following resolution with or without modification as an Ordinary Resolution. RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable Rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), Regulation 17, Regulation 23 and other applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as amended from time to time, the Company's policy on “Materiality of Related Party Transactions and also on dealing with Related Party Transactions”, all other applicable laws and regulations, as amended, supplemented or re-enacted from time to time, subject to such other approvals, consents, permissions and sanctions of other authorities as may be necessary and pursuant to the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded, to enter into contract/arrangement/transactions of any nature, including but not limited to purchase of goods or material with M/s. Otsuka Chemicals (India) Private Limited being 'Related Party' under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations based on the expected value of the transactions up to Rs. 400,00,00,000 (Rupees Four Hundred Crores Only) during the Financial year 2026-27, on such terms and conditions as may be considered appropriate by the Board of Directors and as may be agreed between the Company and M/s. Otsuka Chemicals (India) Private Limited more particularly enumerated in the Explanatory statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include any Committee thereof) of the Company be and are hereby authorized to perform and execute all such deeds, matters and things including delegation of authority as may be dee [Showing first 8,000 characters — download PDF for full document]