PLACEMENT DOCUMENT

IMPORTANT: You must read the following disclaimer before continuing.

PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA.

THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ORCHID PHARMA LIMITED (THE “COMPANY” ) SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) AND THE COMPANIES ACT, 2013, AS AMENDED AND THE RULES MADE THEREUNDER (“COMPANIES ACT, 2013”).

MAKING THE PLACEMENT DOCUMENT DATED JUNE 27, 2023 AVAILABLE IN ELECTRONIC FORMAT ON THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE OR A SOLICITATION OF AN OFFER TO BUY EQUITY SHARES IN THE PROPOSED QUALIFIED INSTITUTIONS PLACEMENT (“ISSUE”) IN ANY JURISDICTION.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. YOU ARE REMINDED THAT YOU HAVE ACCESSED THE PLACEMENT DOCUMENT ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THE ATTACHED PLACEMENT DOCUMENT MAY BE LAWFULLY DELIVERED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

THIS DISCLAIMER APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. THE FOLLOWING DISCLAIMER APPLIES TO THE PLACEMENT DOCUMENT IN RELATION TO THE PROPOSED QUALIFIED INSTITUTIONS PLACEMENT FOR THE ISSUE OF EQUITY SHARES ("EQUITY SHARES") OF THE COMPANY FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE "PLACEMENT DOCUMENT"). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE PLACEMENT DOCUMENT. THE PLACEMENT DOCUMENT IS AVAILABLE FOR YOU TO READ ON SCREEN AND TO PRINT IN PDF FORMAT.

THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.

ACCESS TO THIS WEBSITE SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER. WE ARE NOT SOLICITING ANY ACTION OR DECISION BASED ON THE INFORMATION ON THIS WEBSITE.

THE PLACEMENT AND DISTRIBUTION OF THIS PLACEMENT DOCUMENT AND THE OFFER OF THE EQUITY SHARES REFERRED TO IN THE PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS, AS AMENDED ON A PRIVATE PLACEMENT BASIS, AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER AND IS MEANT ONLY FOR ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED UNDER REGULATION 2(1)(SS) OF THE SEBI ICDR REGULATIONS THAT ARE ELIGIBLE TO PARTICIPATE IN THE ISSUE, AND WHICH ARE NOT EXCLUDED PURSUANT TO REGULATION 179(2)(B) OF THE SEBI ICDR REGULATIONS AND ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER APPLICABLE LAW. IN ADDITION, ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS ARE QUALIFIED INSTITUTIONAL BUYERS WHO ARE OUTSIDE THE UNITED STATES, TO WHOM EQUITY SHARES ARE BEING OFFERED IN “OFFSHORE TRANSACTIONS”, AS DEFINED IN, AND IN RELIANCE ON REGULATION S AND THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS, AND SALES ARE MADE.) (“ELIGIBLE QIBS”) ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS TO SELL, SOLICIT OR RECOMMEND THE SALE OR PURCHASE OF SECURITIES. THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT, 2013. THIS PLACEMENT DOCUMENT IS EXCLUSIVE TO THE RECIPIENT AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICILATION OF AN OFFER TO THE GENERAL PUBLIC OR ANY CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN THE SEBI ICDR REGULATIONS.

THE PLACEMENT DOCUMENT IS NOT INTENDED TO CONSTITUTE AN OFFER OR A SOLICITATION OR INVITATION OF AN OFFER TO SUBSCRIBE TO THE SECURITIES TO ANY PERSON OR CLASS OF INVESTORS OTHER THAN ELIGIBLE QUALIFIED INSTITUTIONAL BUYERS. THIS PLACEMENT DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES TO THE PUBLIC IN INDIA

THE PLACEMENT DOCUMENT HAS BEEN FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES. THE PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

NONE OF THE COMPANY, THE LEAD MANAGERS AND ANY OF THEIR RESPECTIVE AFFILIATES, ACCEPTS ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED ON THIS WEBSITE. ACCESS TO THIS WEBSITE OR THE PLACEMENT DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, THE LEAD MANAGERS, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY OR SELL THE EQUITY SHARES.

THE PLACEMENT DOCUMENT WILL NOT BE CIRCULATED OR DISTRIBUTED TO THE PUBLIC IN INDIA OR ANY OTHER JURISDICTION, AND WILL NOT CONSTITUTE A PUBLIC OFFER IN INDIA OR ANY OTHER JURISDICTION.

UNLESS A SERIALLY NUMBERED PLACEMENT DOCUMENT HAS BEEN ACCOMPANIED BY AN APPLICATION FORM AND ADDRESSED TO A SPECIFIC QIB, INVITING SUCH QIB TO MAKE A BID THROUGH SUCH APPLICATION FORM, NO OFFER AND/OR INVITATION OF OFFER SHALL BE DEEMED TO HAVE BEEN MADE.

THE INFORMATION IN THE PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NEITHER THE COMPANY, ITS DIRECTORS NOR THE LEAD MANAGERS ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

YOU ACKNOWLEDGE THAT ACCESS TO THE PLACEMENT DOCUMENT IS INTENDED FOR USE BY YOU ONLY AND YOU AGREE NOT TO FORWARD THE PLACEMENT DOCUMENT ON TO ANY OTHER PERSON, IN WHOLE OR IN PART, OR OTHERWISE PROVIDE ACCESS VIA E-MAIL OR OTHERWISE. TO ANY OTHER PERSON.

YOU ARE ACCESSING THIS WEBSITE AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. NEITHER THE COMPANY, THE LEAD MANAGERS NOR ANY OF THEIR AFFILIATES THEIR DIRECTORS, OFFICERS AND EMPLOYEES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR DISRUPTION OF THIS WEBSITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS WEBSITE OR THE DATA CONTAINED THEREIN AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEBSITE OR THESE MATERIALS. IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.

THE PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

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