I CIN L24222TN1992PLCO22994 II Registration date 1 July,1992 Orchid Pharma Limited (Formerly known as Orchid Name of the Company III

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1 FORM MGT-9- EXTRACT OF ANNUAL RETURN As on the financial year ended on 31 st March,2018 [Pursuant to Section 92(3) of the Companies Act,2013 and Rule 12(1) of the Companies Management and Administration) Rules,2014 I) REGISTRATION AND OTHER DETAILS I CIN L24222TN1992PLCO22994 II Registration date 1 July,1992 Orchid Pharma Limited (Formerly known as Orchid Name of the Company III Chemicals & Pharmaceuticals Limited) IV Category / Sub -category of the Company Indian Non-Government Company V Address of the Registered office and contact details "ORCHID TOWERS "313, Valluvarkottam High road, Nungambakkam, Chennai , India Ph no , Fax No VI Whether Listed Company Yes VII Name, Address and contact details of Registrar and Transfer Agent,if any M/s.Integrated Registry Management Services Private Limited 2nd floor,kences towers,1, Ramakrishna street, North Usman road, T Nagar, Chennai , Tamil Nadu Ph , Fax : corpserv@integratedindia.in II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company are given below: Sl.no. Name and description of main product /Services NIC code of the product /service % to total turnover of the Company 1 Manufacturing - Pharmaceuticals C6 100

2 III.PARTICULARS OF HOLDING,SUBSIDIARY AND ASSOCIATE COMPANIES Sl.no. Name and address of the Company CIN/GNL Holding / Subsidiary / Associates % of held Applicable section Orchid Europe Limited Building 3, Chiswick Park, 566, Chiswick High Road, Chiswick, London W4 5YA Orchid Pharmaceuticals Inc 2711, Centreville Road, Suite 400 Wilmington de USA Orchid Pharmaceuticals SA (Proprietary Limited ) Inc Jankara Building, 3 Greyling Street,Potchefstroom 2531, South Africa Bexel Pharmaceuticals Inc 29552, Union City Blvd. Union City, California USA Diakron Pharmaceuticals Inc 4570, Executive Drive Suite, 100 San Diego, California, USA NA NA NA NA NA Subsidiary (87) Subsidiary (87) Subsidiary (87) Subsidiary (87) Subsidiary (87)

3 IV.SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) I) Category -wise shareholding No. of Shares held at the beginning of the year Sl.no. Demat Physical Total Demat Physical Total A. Promoter 1 Indian a Individual/Hindu undivided family b Central Government /State Government c Bodies Corporate d Financial institutions/banks e Any other (Specify) Sub -total (A) (1) Foreign a Individuals (Non-Resident Individuals / Foreign individuals) b Bodies corporate c Institutions d Qualified Foreign Investors (QFIs) e Any other (Specify) Sub -total (A) (2) Total Shareholding of Promoter and Promoter Group (A)=(A) (1) + (A)(2) B. Public Shareholding 1 Institutions a Mutual Funds / UTI (0.01) b Financial institutions/banks (0.45) c Central Government /State Government d Venture Capital Funds e Insurance Companies f Foreign Institutional Investors g Foreign venture capital investors h Foreign Portfolio Investor (0.30) i Any other (Specify) Limited Liability Partnership Sub -total (B) (1) (0.56) 2 Non-Institutions Categories of Shareholders No. of Shares held at the end of the year % of Change during the year

4 Sl.no. Categories of Shareholders No. of Shares held at the beginning of the year Demat Physical Total No. of Shares held at the end of the year Demat Physical Total % of Change during the year a Bodies corporate (9.32) b Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh c Any other NRI ( R) NRI ( NR) Overseas Corporate Bodies Foreign companies C. IEPF Sub -total (B) (2) Total PublicShareholding (B)=(B) (1) + (B)(2) Total(A)+(B) Shares held by Custodians and against which Depository Receipts have been issued 1)Promoter group )Public Sub -total c) GRAND TOTAL (A)+(B)+'( C)

5 II) Shareholding of Promoters / Promoters Group & PAC Sl.no. Promoters name Shareholding at the beginning of the Year No.of of the Company % of Shares Pledged/ encumbered to total Shareholding at the end of the Year No.of of the Company % of Shares Pledged/ encumbered to total % Change in shareholding during the year 1 K RAGHAVENDRA RAO _ 2 R VIJAYALAKSHMI _ 3 ORCHID HEALTH CARE PRIVATE LTD _ 4 DIVYA R _ SOWMYA R _ 6 BHUVANA MANI _ KOTA SWARNALATHA _ RAJAGOPAL K _ Total _

6 III) Change in Promoters/ Promoter group Shareholdings (Please specify, if there is no change ) S.NO. Promoters name Opening Balance (No.of ) of the company Date of increase or Decrease Reasons for increase or decrease No.of of the company Cumulative Shareholding during the financial year No.of of the company Closing balance as on No.of of the company 1 K RAGHAVENDRA RAO R VIJAYALAKSHMI ORCHID HEALTHCARE PRIVATE LTD NO CHANGE IN SHAREHOLDING DURING THE FINANCIAL YEAR DIVYA R SOWMYA R 6 BHUVANA MANI KOTA SWARNALATHA SALE PURCHASE PURCHASE SALE SALE PURCHASE PURCHASE PURCHASE NO CHANGE IN SHAREHOLDING DURING THE FINANCIAL YEAR RAJAGOPAL K

7 IV) Shareholding pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADR s) Sl No. Top 10 Shareholders Opening Balance(No.of ) Date of increase or Decrease Reasons for increase or decrease No.of of the company* Cumulative Shareholding during the financial year Closing Balance as on No.of Shares of the company* No.of Shares of the company* 1 LIFE INSURANCE CORPORATION OF INDIA 23,08, ,08, ,08, POLARIS BANYAN HOLDING PRIVATE LIMITED ,79, ,79, ,53, SALE ,76, SALE ,44, SALE ,39, SALE ,09, COBRA INDIA (MAURITIUS) LIMITED SALE ,86, ,86, KARVY STOCK BROKING LTD 3,76, PURCHASE ,83, ,25, SALE ,60, PURCHASE ,83, SALE ,62, SALE ,28, SALE ,26, SALE ,24, SALE ,15, PURCHASE ,19, PURCHASE ,22, SALE ,15, PURCHASE ,22, SALE ,05, SALE ,04, PURCHASE ,05, PURCHASE ,20, SALE ,15, SALE ,10, PURCHASE ,14, SALE ,13, SALE ,04, PURCHASE ,38, PURCHASE ,54, PURCHASE ,56, PURCHASE ,65, PURCHASE ,57, SALE ,33, PURCHASE ,33,

8 SALE ,27, SALE ,05, PURCHASE ,09, PURCHASE ,14, SALE ,11, SALE ,08, PURCHASE ,09, SALE ,07, PURCHASE ,08, SALE ,98, PURCHASE ,28, PURCHASE ,41, PURCHASE ,51, PURCHASE ,91, PURCHASE ,33, SALE ,86, PURCHASE ,87, PURCHASE ,88, SALE ,81, PURCHASE ,82, PURCHASE ,30, SALE ,26, SALE ,23, PURCHASE ,28, SALE ,24, PURCHASE ,25, CHHAGANBHAI PARSOTTAMBHAI PATEL HUF PURCHASE ,17, ,17, GENERAL INSURANCE CORPORATION OF INDIA 3,99, ,99, ,99, EDELWEISS CUSTODIAL SERVICES LIMITED 1,57, SALE ,33, ,94, SALE ,07, SALE , PURCHASE , PURCHASE , PURCHASE , PURCHASE , PURCHASE ,09, PURCHASE ,14, SALE ,11, SALE ,09, PURCHASE ,45, SALE ,23, SALE ,12, SALE ,07, PURCHASE ,43,

9 SALE ,38, PURCHASE ,58, PURCHASE ,60, SALE ,60, SALE ,35, PURCHASE ,41, SALE ,34, PURCHASE ,48, PURCHASE ,55, SALE ,41, SALE ,40, SALE ,40, SALE ,24, PURCHASE ,28, SALE , PURCHASE ,84, PURCHASE ,94, PURCHASE ,98, SALE ,98, SALE ,94, SALE ,94, SALE ,94, THE ORIENTAL INSURANCE COMPANY LIMITED 3,27, ,27, ,27, SHRI SIDDHARTH DUTTA - - PURCHASE 2,69,000-2,69, ,69, SHRI BABULAL SANGHVI 1,88, PURCHASE ,83, SALE ,33, ,33, * The Percentage is calculated based on the issued capital: 8,89,64,327

10 e) Shareholding of Directors and Key Managerial Personnel (KMP) S.No. Name of the Director /KMP Opening Balance (No.of.Shares) Date of increase or Decrease Reasons for increase or decrease No.of of the company Cumulative Shareholding during the Financial year of No.of the Closing balance as on No.of of the company company 1 Shri K Raghavendra Rao Shri K N Venkatasubramanian - Chairman & Independent Director (Resigned with effect from October 13,2017) Shri R Kannan - Independent Director (Resigned with effect from December 27,2017) Smt. Soundara Kumar - Nominee Director, SBI Shri Rabinarayan Panda - Nominee Director, IDBI Bank ltd (Nomination was withdrawn w.e.f. August 10,2017) Shri Ramakrishna Eda-Nominee Director, IDBI Bank Ltd (Appointed as Nominee Director W.e.f. August 10,2017) Shri L Chandrasekar - Company Secretary & CFO *The percentage is calculated based on the issued capital: 8,89,64,327

11 5.Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Crores) Particulars Secured Loans Excluding deposits Un Secured Loans Deposits Total indebtedness Indebtedness at the beginning of the financial year i) Principal Amount 3, , ii) Interest due but not paid Iii) Interest accrued but not due Total (i+ii+iii) 3, , Change in indebtedness during the financial year Addition (Reduction) Net Change Indebtedness at the end of the financial year i) Principal Amount 3, , ii) Interest due but not paid Iii) Interest accrued but not due Total (i+ii+iii) 3, ,532.72

12 VI) Remuneration of Directors and Key Managerial Personnel A.Remuneration to Managing Director / Whole Time Director/ Manager Rs. in Lakhs Sl.No. Gross salary Particulars of remuneration (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act,1961 Shri K Raghavendra Rao Managing Director Total amount (b) Value of perquisites under Section 17(2) of the Income Tax Act,1961 (c) Profits in lieu of salary under Section 17 (3) of the - - Income Tax Act, Stock options Sweat equity Commission as % of profit Others, Please Specify Employer contribution to Provident Fund Other benefits Total ( A) Ceiling as per the Act Since the Company does not have profits for the financial year , the ceiling limit as per Section II of part II, Part A of the Schedule V of the Companies Act,2013 and as approved by shareholders in the 24th Annual General Meeting held on September 13,2017 would be upto Rs.1,20,00,000 (Rupees One Crore and Twenty Lakhs Only) Per Annum. The remuneration has been fixed in accordance with Part II, Section II, Part A of the Schedule V of the Companies Act, 2013 (Remuneration payable by companies having no profit or inadequate profit without Central Government approval) based on the effective capital which shall not exceed a maximum limit of Rs.135 Lakhs (Rupees One Hundred and Thirty Five Lakhs Only) Per Annum. B.Remuneration to other Directors : 1.Independent Directors Sl.No. Particulars of remuneration Shri K N Venkatasubramanian Name of Directors Shri R Kannan Total amount 1 Sitting fee for attending Board and Committee meetings Commission Others, Please specify Rs.In Lakhs Total B(1)

13 2. Other Non Executive Directors Rs. in Lakhs Name of Directors Sl.No. Particulars of remuneration Shri Rabinarayan Panda Shri Ramakrishna Eda & Smt.Soundara Kumar Total amount 1 Sitting fee for attending Board and Committee meetings Commission Others, Please specify Total B(2) Total B= B(1)+ B(2) 3.00 & Industrial Development Bank of India Limited (IDBI Bank Ltd) withdrew the nomination of Shri Rabinarayan Panda and appointed Shri Ramakrishna Eda, as its nominee on the Board with effect from August 10,2017. No Board meetings were held post the commencement of the CIRP C. Remuneration to Key Managerial personnel (KMP) other than Managing Director / Manager/ Whole Time Director Sl.No. Gross salary Particulars of remuneration Shri L Chandrasekar Company Secretary & CFO Rs. In Lakhs (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, (b) Value of perqusites under Section 17(2) of the Income Tax Act, (c ) Profits in lieu of salary under Section 17 (3) of the Income Tax Act, Stock options Sweat equity Commission as % of profit Others, Please Specify Employer contribution to Provident Fund and super annuation fund Total ( C) Total

14 VII. Penalties / Punishment / Compounding of Offences: Section of Type the Companies Act Brief description A.Company Penalty/Late fees NA Late fees for delay in submission of Shareholding Pattern to Stock Exchanges for the quarter ended December 31,2016 Punishment Compounding B.Director Penalty Punishment Compounding C.Other Officer in default Penalty Punishment Compounding NA Penalty for delay in submission of unaudited financial results for the quarter ended June 2017, September 2017 and December 2017 Non compliance of Regulation 78(6) of SEBI (ICDR) Regulations,2009 Details of penalty/punishment/compounding fees imposed Authority (RD/NCLT/C ourt) Appeal made, if any (Give details) Rs /- NSE Ltd During the FY ,the Company had paid penalty of Rs.15,000/-(RS.1000 per day of delay upto first 15 days ) and made an application to NSE to waive the additional fine imposed on the paid up capital of the Company. During the FY ,the Company has remitted a penalty of Rs.8,53,619/- to National Stock Exchange of India Limited towards delay in submission of Shareholding pattern for the quarter ended December 31,2015. Rs /- NSELtd NA Rs /- NIL BSELtd NIL NIL SEBI The Company had made a settlement application with SEBI.In respect of the Settlement application filed with Securities and Exchange Board of India (SEBI) as per Regulation 78(6) of SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009, the High Powered Advisory Committee of SEBI at a meeting held on May 29, 2017 considered the settlement terms proposed by your Company and recommended the case for settlement upon payment of RS.5,25,000/-The settlement amount was remitted by the Company and a settlement order dated July 24,2017 was received from Securities and Exchange Board of India (SEBI). Shri Ramkumar S V For and on behalf of the board Place : Chennai (IP Registration No.IBBI/IPA-001/IPP00015/ K.Raghavendra Rao Date : August 21, /10039) Managing Director Resolution Professional DIN: