Your Directors are pleased to present the 33^rd Annual Report of your Company, along with the audited financial statements and
Auditor's report for the financial year ended March 31, 2026 (FY26). The consolidated performance of the Company and its
subsidiaries have been referred to wherever required.

Financial Review

Your Company's standalone performance during FY26, compared to the previous year is summarized below:

• Revenue increased by 1.36% (from ' 34,438 Mn to
' 34,907 Mn) on standalone basis and by 2.56% (from
' 37,142 Mn to ' 38,094 Mn) on consolidated basis.

• Earnings before interest tax depreciation and amortisation
(EBITDA) (excluding exceptional item) decreased by 10.8%
(from ' 9,882 Mn to ' 8,815 Mn) on standalone basis
and by 11.2 % (from ' 11,136 Mn to ' 9,892 Mn) on
consolidated basis.

• Profit after tax decreased by 34.9% (from ' 4,680 Mn
to ' 3,049 Mn) on a standalone basis and decreased by
36.2% (from ' 4,962 Mn to ' 3,167 Mn) on a consolidated
basis.

A detailed financial performance analysis is provided in the

Management Discussion and Analysis Report, which is part of

this Annual Report.

Operational Review

Syngene International Ltd. (BSE: 539268, NSE: SYNGENE,

ISIN: INE398R01022) is an integrated research, development,

and manufacturing services company serving the global
pharmaceutical, biotechnology, nutrition, animal health,
consumer goods, and specialty chemical sectors. Syngene's
team of over 8,300 employees, including 5,700 scientists,
brings both deep expertise and the capacity to deliver scientific
excellence, robust data security, and world-class manufacturing,
at speed, to improve time-to-market and lower the cost of
innovation. With over 2.5 Mn sq. ft of specialized discovery,
development, and manufacturing facilities across India and the
U.S., Syngene works with 400 global customers across industry
segments, including biotech companies pursuing leading-edge
science and multinationals such as BMS, GSK, Zoetis, and
Merck KGaA.

Research Services

The Research Services division continued to operate as an
end-to-end drug discovery engine, spanning early discovery,
pre-clinical, and Translational and Clinical Research Services.
The division maintained a strong focus on productivity
enhancement and automation, particularly across chemistry
and Drug Metabolism & Pharmacokinetics (DMPK), improving
turnaround times, scalability, and cost efficiency.

Syngene further strengthened its innovation-led partnerships
and long-term client relationships through strategic
collaborations. This included a collaboration with Johns
Hopkins University to advance early-stage drug discovery
programs by translating promising academic research from
its laboratories into potential therapeutic candidates, as well
as the extension of its long-standing partnership with Bristol
Myers Squibb through 2035, expanding the scope of services
across the full development lifecycle. These engagements
reinforced Syngene's position as a strategic partner for end-to-
end scientific solutions.

Syngene also secured its first global Phase III clinical trial from
a U.S. based biotech company and expanded its clinical trial
footprint across multiple international geographies through
partnerships, strengthening its global execution capabilities.

Investments in new capabilities continued to strengthen
Research Services, including a dedicated peptide laboratory
and expanded automation across DMPK and Direct-to-Biology
workflows, accelerating hit-to-lead timelines and improving
data quality and throughput.

Development and Manufacturing Services -
Large Molecule

The Large Molecule division continued to strengthen its
integrated biologics capabilities, with Unit 3 in Bengaluru
becoming operational and equipped to deliver both drug
substance and drug product manufacturing. The facility secured
a manufacturing test license for sterile injectables following a
successful regulatory inspection and completed engineering
batches for global partners, reflecting early customer interest
and engagement.

Syngene also added a GMP bioconjugation suite, enabling
fully integrated antibody-drug conjugate (ADC) services from
discovery through to manufacturing. This capability helps
streamline development timelines and enhance Syngene's
offering in a fast-growing segment.

The Bayview biologics facility in the United States progressed
through site qualification and hiring as planned, with
preparations in progress toward operationalization in FY27.
Together with its India operations, this establishes a dual¬
continent supply chain to support supply continuity and global
delivery capabilities across human and animal health segments.

The division saw steady progress across the value chain,
with increasing client engagement, a growing pipeline of
opportunities, and sustained interest in its integrated services
model.

Development and Manufacturing Services -
Small Molecule

The Small Molecule division leveraged its unified CDMO model
and "follow-the-molecule" approach to drive customer-centric
growth.

Syngene commissioned a new commercial-scale facility for
liquid-filled hard gelatin capsules, strengthening its oral
solid dosage platform and enabling the development and
manufacture of complex molecules with greater precision and
reliability.

The division saw sustained momentum in client engagement,
with repeat business from Development Services remaining
strong and consistent with historical trends. Continued focus
on delivery timelines, cost efficiency, safety, and on-time
execution reinforced client confidence and supported long¬
term partnerships.

There was also increasing traction in Process Research and
Development (PRD) engagements, which serve as an entry
point for deeper collaboration and progress into subsequent
stages of development. This reflects the long-term nature of
client partnerships and provides a strong foundation for future
growth across the small molecule platform.

SUBSIDIARY COMPANIES, ASSOCIATES AND
JOINT VENTURES

Syngene has three wholly owned subsidiaries namely Syngene
USA Inc., Syngene Scientific Solutions Limited and Syngene
Manufacturing Solutions Limited. The Company neither has
any associate companies nor has formed any joint venture.

Syngene USA Inc: Established in FY 2018, Syngene USA Inc.
plays a crucial role in strengthening Syngene's presence in the
US market. In FY26, the revenue stood at USD 12.25 million,
with a loss of USD 1.4 million.

Syngene Scientific Solutions Limited (SSSL): Incorporated
in India in August 2022, SSSL specializes in contract research
and clinical research services. As a dynamic player in the
pharmaceutical and biotechnology sectors, the company offers
a diverse range of services, including CRAMS, clinical research,
R&D, and software development. In FY26, SSSL contributed
significantly to overall revenue, by generating a total income
of INR 4,255 million, with a profit before tax of INR 287 million
reinforcing its growing presence in the industry.

Syngene Manufacturing Solutions Limited (SMSL):

Incorporated in India in August 2022, SMSL is dedicated to

the manufacturing of pharmaceutical, biopharmaceutical, and
biological products. During FY26, SMSL reported a total income
of INR 0.6 million, with a loss of INR 0.035 million. SMSL is yet
to commence the operations.

A report on the performance and financial position of each
subsidiary is outlined in AOC-1, which is annexed to this Report
as Annexure I pursuant to the first proviso to Section 129(3)
of the Companies Act, 2013 ("the Act") and Rule 5 and 8(1)
of the Companies (Accounts) Rules, 2014. The Consolidated
Financial Statements presented in this Annual Report include
the financial results of the subsidiaries.

Further, in accordance with Section 136 of the Act, the audited
financial statements of the Company and its subsidiaries,
together with other relevant information, are available on the
Company's website: www.syngeneintl.com. These documents
are also accessible for inspection during business hours at
the Company's Registered Office in Bangalore, India, and/or
in electronic mode. Any member who seeks to inspect such
documents may write to the Company at investor@syngeneintl.
com. The Company has adopted a policy for determining
material subsidiaries, which is available on the Company's
website at: Policy-Document-on-Material-Subsidiaries-

clean-2025.pdf. During the FY 2026, the Company had no
material subsidiary.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the
general reserve for the year ended March 31, 2026.

DIVIDEND

The Board has recommended a final dividend of ' 1.25 per
share for FY26, amounting to a payout of ' 503 mn with
applicable tax deductions. Based on its approval at the 33rd
Annual General Meeting (AGM), the dividend will be disbursed
to shareholders whose names appear in the Company's Register
of Members as on the record date, Friday, June 26, 2026 and
the payout to be completed within 30 days from the date of
shareholders' approval.

The dividend distribution policy of the Company is available on
the Company's website atSyngene-Dividend-Distributaiton-
Policy.pdf

RELATED PARTY CONTRACTS OR
ARRANGEMENTS

During the financial year 2025-26, all the transactions with
related parties, as defined under the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), were undertaken in the ordinary course of

business and on an arm's length basis. In accordance with the
requirements of IND AS 24, detailed disclosures including the
names of related parties and details of transactions are provided
in the Notes to the Financial Statements under Note No. 26 of
this Annual Report.

The Company has formulated policy on 'Materiality of Related
Party transactions and dealing with Related Party Transactions',
this policy will help regulate transactions between the Company
and its Related Parties. It can be accessed using the following
link: atSyngene-Policy-on-dealing-with-RPT-Nov-2025.pdf

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The particulars, as prescribed under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are annexed to this Report as
Annexure 2.

CHANGE IN THE NATURE OF BUSINESS

The Company's nature of business remains unchanged, and
there have been no significant shifts in the operations of its
subsidiaries. Your Company continues to be one of the largest
and fastest growing internationally reputed Contract Research
and Manufacturing Organization and world-class partner
delivering innovative scientific solutions.

LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186
of the Companies Act, 2013 are detailed in Note No. 5 to the
Financial Statements.

DEPOSITS

During the year FY26, your Company has not accepted any
deposits covered under Chapter V of the Companies Act, 2013
("Act"). Accordingly, there is no disclosure or reporting required
in respect of details relating to deposits.

CREDIT RATING

During the year, CRISIL Ratings Limited ("CRISIL") vide its letter
dated June 18, 2025, has reaffirmed the long-term rating as
"CRISIL AA /Stable" and reaffirmed the short-term rating
"CRISIL A1 ". ICRA Limited ("ICRA") vide its letter dated
November 20, 2025, has reaffirmed the long-term rating as
[ICRA] AA (Stable), and reaffirmed the short-term rating as
"[ICRA]A1 ".

PAID UP CAPITAL

During the financial year, the paid-up share capital of the
Company was increased by allotting 402,439 Equity shares

of ' 10 each to Syngene Employee Welfare Trust, at its Board
meeting dated April 23, 2025 to enable the implementation
of the Syngene Long Term Incentive Performance Stock Units
(PSU) Plan, 2023. The paid-up share capital as on March 31,
2026 stood at ' 402,93,94,200 comprising of 40,29,39,420
equity shares of ' 10/- each. The Company has not issued any
equity shares with differential rights, sweat equity shares or
bonus shares.

MATERIAL CHANGES AND COMMITMENTS

On April 29, 2026, the Company's Board of Directors approved
the allotment of 729,727 equity shares, to the Syngene
Employee Welfare Trust at face value of ' 10 each to facilitate
the implementation of the Syngene Long Term Incentive Plan
Performance Share Unit Plan 2023. Following this allotment,
the Company's paid-up equity share capital now stands at
stood at ' 403,66,91,470 comprising of 40,36,69,147 equity
shares of ' 10/- each. This action was in accordance with the
shareholder endorsement received on June 28, 2025 through
Postal Ballot allowing the allotment of fresh equity shares up
to ~1.67% of the paid-up equity capital of the Company in
tranches to facilitate the implementation of the Syngene
Long Term Incentive Plan Performance Share Unit Plan 2023.
There were no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year and the date of this
report.

HUMAN RESOURCES

The priority for the Human Resource function continues to
provide a work environment which is safe, diverse, inclusive
and full of growth opportunities. Going forward, our focus will
be on further enhancing our employer brand, providing growth
& development opportunities to our employees through talent
management along with focus on high performance and
effectiveness.

As of the fiscal year ending 2025-26, Syngene had a headcount
of 6600 permanent employees.

Your Board would like to take this opportunity to express
their gratitude and appreciation for the passion, dedication
and commitment of the employees and look forward to the
continued contribution.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this Report as Annexure 3.

Particulars of Employees' Remuneration, as required under
Section 197(12) of the Companies Act, 2013, read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report.
Considering the first proviso to Section 136(1) of the Companies
Act, 2013, the Annual Report, excluding the said information,
is being sent to the shareholders of the Company and others
entitled thereto. The information is available for inspection at
the registered office of the Company during working hours up
to the date of the ensuing AGM. Any shareholder interested
in obtaining such information may write to the Company
Secretary atinvestor@syngeneintl.comin this regard .

EMPLOYEE STOCK OPTION PLAN /RESTRICTED
STOCK UNITS PLAN/PERFORMANCE STOCK
UNITS PLAN

Syngene Employee Stock Option Plan 2011

The Board of Directors of the Company had formulated the
Syngene Employee Stock Option Plan 2011 (hereinafter
referred to as the "ESOP Plan") which was approved by the
members of the Company on December 14, 2011 and further
ratified by the members subsequent to the Initial Public Offering
("IPO") on December 05, 2015. The ESOP Plan is administered
by the Syngene Employee Welfare Trust ("the Trust") under
the instructions and supervision of the Nomination and
Remuneration Committee ("NRC"). The Trust had subscribed
to equity shares of the Company on 31st October 2012, using
the proceeds from interest free loan of ' 150 million obtained
from the Company. The NRC, on various occasions, has granted
options to eligible employees of the Company through the
Trust. During the financial year, there was no change in the
ESOP Plan. During FY26, no options were granted to eligible
employees under the ESOP Plan. However, 10,733 equity
shares were exercised by eligible employees. The ESOP Plan
complies with SEBI (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021.

The Company has discontinued granting ESOPs under the above
Plan and does not intend to issue any further grants under the
said Plan in future. The Trust has some surplus shares under this
Plan, which has arisen due to the lapse of options granted to
the employees over the years. These surplus shares may further
increase due to a lapse of options in the future. In order to use
the cash and surplus shares lying with the Syngene Employee
Welfare Trust on account of the ESOP Plan, the Shareholders
vide special resolution passed by Postal Ballot on April 23, 2023
approved the termination of the ESOP Plan, and the transfer of
the cash and surplus shares to the other share benefit schemes/
plans (existing or future) implemented or to be implemented
by the Company, after meeting all the obligations under the
ESOP Plan.

Syngene Restricted Stock Unit ("RSU") Long Term
Incentive Plan FY 2020

The shareholders, at the 26^th Annual General Meeting ("AGM")
of the Company held on July 24, 2019 had approved the
"Syngene Restricted Stock Unit ("RSU") Long Term Incentive
Plan FY 2020" (hereinafter referred to as "the RSU Plan")
designed to drive performance to achieve the Board approved
strategic plan. The RSU Plan covers key employees who, by
virtue of their roles, influence the accomplishment of the
strategic plan. The RSU Plan is administered by the Trust. The
shareholders have also approved at the 26^th AGM the issue and
allotment of further equity shares to the Trust over a period
of time for the purpose of implementation of the RSU Plan.
Vide special resolution passed through postal ballot on August
30, 2020, the shareholders had approved variations to the RSU
Plan to streamline the plan with similar plans adopted by group
companies to achieve uniformity in the approach to rewarding
employees across the group. Further, at the Annual General
Meeting held on July 20, 2022, the shareholders approved the
amendment to the RSU plan by extending the scope of the RSU
plan to include the employees of Holding Company, Biocon
Limited. The terms of the modified plan are not detrimental
to the interests of the employees of the Company. The RSU
Plan is in compliance with the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

During FY26, no options were granted to eligible employees
under the RSU Plan. 73,536 equity shares were exercised by
eligible employees.

Syngene Long Term Incentive Performance Share Plan
2023 and Syngene Long Term Incentive Outperformance
Share Plan 2023

The shareholders have vide special resolutions passed by Postal
Ballot on April 23, 2023 approved Syngene Long Term Incentive
Performance Share Plan 2023 ("PSP") and Syngene Long Term
Incentive Outperformance Share Plan 2023 ("OSP") for grant
of performance share units (PSUs) to eligible employees of the
Company, holding company, subsidiary(ies) including future
subsidiary(ies). The Company has granted 12,19,563 PSUs
during FY26 under the PSP and 3,22,348 equity shares were
exercised by eligible employees.

The details of ESOP Plan, RSU Plan and PSP Plan forms part
of the notes to accounts of the Financial Statements in this
Annual Report. The Company has obtained a certificate from
the secretarial auditors of the Company that both the plans
have been implemented in accordance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and are
in accordance with the resolutions passed by the shareholders.
As required under Regulation 14 of the above-mentioned

regulations, the applicable disclosures as on March 31, 2026
concerning both the plans are available on the website of the
Company athttps://www.syngeneintl.com/investors/share-
holder-services/

CORPORATE GOVERNANCE REPORT

Good Corporate Governance emerges from the application of
sound management practices, compliance with laws, coupled
with adherence to the highest standards of transparency and
business ethics. Integrity, transparency, fairness, accountability
and compliance with the law are embedded in the Company's
business practices, ensuring ethical and responsible leadership
at the Board as well as the Management level. Syngene's
Corporate Governance report is a reflection of its robust
value-led culture encompassing professionalism, integrity
and excellence, which has been a key enabler in building
stakeholders' trust, attracting and retaining financial and
human capitals and ensuring responsible leadership at both the
Board and Management levels.

The Company's report on corporate governance for the
financial year ended March 31, 2026 as per regulation 34(3)
read with Schedule V of the SEBI Listing Regulations forms part
of the Annual Report.

AUDITORS' CERTIFICATE ON CORPORATE
GOVERNANCE

As required under Schedule V(E) of SEBI Listing Regulations,
the auditors' certificate on compliance with the requirement
of corporate governance is enclosed as Annexure 4 to this
Report. The auditors' certificate for FY26 does not contain any
qualification, reservations, or adverse remarks.

DIRECTORS

The Company continues to fulfil the requirement of Board
constitution as required under the Companies Act, 2013 and
SEBI Listing Regulations.

During the year, several key changes were effected in the
Company's leadership and Board composition.

Mr. Peter Bains was appointed as CEO-Designate effective
February 10, 2025, and subsequently assumed the role of
Managing Director and Chief Executive Officer from April 1,
2025. He will, however, be stepping down from the position of
Managing Director & Chief Executive Officer with effect from
the close of business hours on June 30, 2026.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board appointed Mr. Sanjaya
Singh and Mr. Suresh Narayanan as Independent Directors with
effect from July 1,2025, and August 1,2025, respectively, which

appointments were approved by the shareholders through
postal ballot in June 2025. Mr. Vijay Kuchroo completed his
second term as an Independent Director on July 21, 2025.

In order to ensure continuity and benefit from her valuable
guidance, the Board, upon the recommendation of the
Nomination and Remuneration Committee, appointed Ms.
Vinita Bali as a Non-Executive, Non-Independent Director for
a period of one year from July 22, 2025, to July 21, 2026,
which was approved by the shareholders at the Annual General
Meeting held on July 23, 2025.

Further, with effect from April 1, 2026, Ms. Kiran
Mazumdar-Shaw transitioned from the role of Non-Executive
Chairperson to Executive Chairperson to provide enhanced
strategic direction and oversight in light of evolving business
requirements and recent leadership changes.

Additionally, Mr. Siddharth Mittal will be appointed as an
Additional Director, designated as Managing Director & Chief
Executive Officer (Key Managerial Personnel) and a member of
the Executive Committee, with effect from July 1, 2026, subject
to the approval of the shareholders in the upcoming AGM.

Prof. Catherine Rosenberg will retire by rotation at the ensuing
AGM and, being eligible, offers herself for re-appointment.
The Board recommends her re-appointment as indicated in the
AGM Notice. Her brief resume seeking re-appointment at the
ensuing AGM, in pursuance of Regulation 36(3) of SEBI Listing
Regulations, is annexed to the AGM Notice.

KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Key Managerial Personnel (KMP) as
per the provisions of Section 203 of the Companies Act, 2013,
were Mr. Peter Bains, CEO & Managing Director, Mr. Deepak
Jain, Chief Financial Officer and Mr. Chethan Yogesh, Company
Secretary and Compliance Officer.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The policy on appointment and remuneration of directors,
key management personnel and other persons provides
an underlying basis and guidance for human resource
management, thereby aligning plans for strategic growth of
the Company. The Company's Policy on Directors' Appointment
and Remuneration, including the criteria for determining
qualifications, positive attributes, independence and other
matters, as provided under Section 178(3) of the Companies
Act, 2013 is formulated by the Board on the recommendation
of the Nomination and Remuneration Committee (NRC). The
policy has been uploaded on the website of the Company and
is accessiblehere.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act, each Independent
Director has confirmed to the Company that he or she meets
the criteria of independence laid down in Section 149(6) of
the Act, and is in compliance with Rule 6(3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014
and Regulation 16(1 )(b) of the SEBI Listing Regulations.
The Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs for
the inclusion of their names in the data bank of Independent
Directors within the due date. Further, each Independent
Director has affirmed compliance with the Code of Conduct
for Independent Directors as prescribed in Schedule IV of the
Act. The Board has taken on record such declarations after due
assessment of legitimacy.

SEPARATE MEETING OF THE INDEPENDENT
DIRECTORS

In terms of requirements under Schedule IV of the Act and
Regulation 25(3) of the Listing Regulations, four separate
meetings of the Independent Directors were held during FY26.
Further details are mentioned in the Corporate Governance
report.

BOARD DIVERSITY

Your Company recognises and embraces the importance
of a diverse board in its success. A diverse Board enhances
efficiency by incorporating a wide range of perspectives and
thought processes, supported by varied scientific, industrial,
and management expertise, as well as diversity in gender,
knowledge, and geographical origins. The Board has adopted
the Board Diversity Policy, which sets out the approach to the
diversity of the Board of Directors. This policy is available on the
website of the Companyhere.

BOARD EVALUATION

In compliance with the Companies Act, 2013, and SEBI Listing
Regulations, the annual evaluation of the Board, its Committees,
the Chairperson, and Individual Directors, including Independent
Directors, was carried out based on criteria defined by the
Nomination and Remuneration Committee. The Board noted
the outcome of the Board Evaluation exercise conducted for FY
2026, which was undertaken internally.

The evaluation indicated a strong governance framework,
supported by effective leadership, constructive Board-
Management engagement, balanced Board composition,
independence of views, and well-functioning Committees.

The exercise also identified areas for further improvement,
including enhancing strategic discussions, strengthening talent

review and succession planning, improving the structuring
of Board papers, and strengthening articulation of risks.
Management has affirmed its commitment to address the
identified areas and ensure continuous improvement in
governance practices.

The Nomination and Remuneration Committee and independent
directors reviewed the performance of individual directors, the
Committees and the Board as a whole in their meetings held
on January 22, 2026. The details of the evaluation process is
provided in the Corporate Governance Report which forms part
of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the year under review. The
details of Board meetings and attendance of the Directors are
provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has 6 (six) Committees.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk Management
Committee, Corporate Social Responsibility Committee and
Science & Technology Committee. The Corporate Governance
Report, which forms part of this Annual Report, includes details
about the meetings and composition of the Board's committees.

AUDIT COMMITTEE

The Audit Committee has reviewed the accounts for
the year ended March 31, 2026. The Board accepted all
recommendations made by the Audit Committee.

The members of the Audit Committee are Ms. Sharmila Abhay
Karve (Chairperson), Mr. Nilanjan Roy, Mr. Suresh Narayanan
and Ms. Vinita Bali, majority of them being Independent
Directors. The list and composition of the various other Board-
level Committees are provided in the Corporate Governance
Report.

ADEQUACY OF INTERNAL FINANCIAL
CONTROL

The Company has implemented a robust internal financial
controls framework within the Company with well-defined
guidelines, policies, processes and structures. The Internal
Financial Controls have been documented and embedded in
the business processes. These control processes enable and
ensure the orderly and efficient conduct of the Company's
business, including safeguarding of assets, prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records and timely preparation of reliable
financial information. There are control processes both in
manual and IT applications including ERP applications, wherein

the transactions were approved and recorded. Review and
control mechanisms are built in to ensure that such control
systems are adequate and operating effectively.

The Company's internal financial controls are evaluated by the
Statutory Auditor, who is appointed by the Audit Committee
of the Board.

To uphold the objectivity and independence of the Internal
Auditor, the Audit Committee takes every possible measure,
including holding one-on-one discussions, as and when
required. Additionally, the Company has a dedicated
management audit team responsible for performing internal
control evaluations and follow-up audits. The team is also
responsible for monitoring implementation of action points
arising out of internal audits.

RISK MANAGEMENT POLICY

In compliance with Regulation 21 of the SEBI Listing
Regulations, the Board of Directors has a duly constituted the
Risk Management Committee ("the Committee") to oversee
the enterprise-wide risk management framework.

Syngene has an enterprise risk management framework based
on which the key enterprise risks, associated mitigation plans
and action updates are reviewed every quarter by the Risk
Management Committee. Specific risk areas are also reviewed
in detail in each such meeting. The Audit Committee has
additional oversight in the area of financial risks and controls.
For detailed terms of reference, please refer to the Corporate
Governance Report which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established
and maintained by the Company, work performed by the
internal, statutory and secretarial auditors, reviews performed
by the management and the relevant Board Committees, the
Board, in concurrence with the Audit Committee, is of the
opinion that the Company's internal financial controls were
adequate and effective as on March 31, 2026.

In compliance with Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge, hereby
confirm the following:

(a) 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 selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true

and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company
for that period.

(c) The Directors took 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 prepared the annual accounts on a going
concern basis.

(e) The Directors laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively.

(f) The Directors devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

AUDITORS

Statutory Auditors

B S R & Co. LLP, Chartered Accountants (Firm Registration No.
101248W/W-100022) were appointed at the 28^th AGM held
on July 21, 2021 as statutory auditors of the Company to hold
office for a second term of five consecutive years, upto the
conclusion of the Annual General Meeting of the Company to be
held in 2026. The Auditors' Report on the Financial Statements
of the Company for the year ended March 31, 2026 does not
contain any qualifications, reservations or adverse remarks. The
Auditor's Report is enclosed with the Financial Statements and
forms part of the Annual Report.

The Board, at its meeting held on April 29, 2026 considered
and recommended to the shareholders for approval, the
appointment of S. R. Batliboi & Associates LLP (Firm Registration
No. 101049W/E300004), Chartered Accountants as the
statutory auditors of the Company for a period of 5 years
commencing from the AGM to be held on FY 2026, till the
AGM to be held in FY 2031. The item for the consideration and
approval of the shareholders, forms part of the notice calling
the Annual General Meeting to be held on July 29, 2026.

Internal Auditors

Based on the recommendation of the Audit Committee, The
Board of Directors, appointed Deloitte India Advisory Services
Private Limited as the Internal Auditors for a period of three (3)
years from October 22, 2025.

Secretarial Auditors

The Board of Directors of the Company, at its meeting held
on April 23, 2025, considered and approved, subject to the
approval of the shareholders, the appointment of M/s. V
Sreedharan & Associates (Firm, Reg. No: P1985KR014800) Firm
of Peer Reviewed Company Secretaries, holding Peer Review
Certificate Number 5543/2024 as the Secretarial Auditors
of the Company for a term of five consecutive years, until
the Annual General Meeting to be held in the year 2030 to
conduct the secretarial audit, The Secretarial Audit Report for
the financial year ended March 31, 2026 does not contain any
qualification, reservation or adverse remark and is annexed to
this Report as Annexure 5.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019
dated February 8, 2019, the Annual Secretarial Compliance
Report for the financial year ended March 31, 2026, issued
by M/s. V. Sreedharan & Associates, Practicing Company
Secretaries is attached as Annexure 6 to this Report and shall
also be submitted to the National stock exchange and the
Bombay Stock Exchange.

Cost Auditors

Maintenance of cost records and requirement of cost Audit
as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable to the business
activities carried out by the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review, no instances of fraud have been
reported by the statutory auditors or secretarial auditors to the
Audit Committee or to the Board pursuant to section 143(12)
of the Companies Act, 2013, the details of which should form
part of this report.

ANNUAL RETURN

In compliance with Section 92 and Section 134(3)(a) of
the Companies Act, 2013 read with applicable Rules made
thereunder, the Annual Return is available on the Company's
websitehttps://www.syngeneintl.com/investors/share-holder-
services/

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

As required under Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report forms part of
this Annual Report.

CORPORATE SOCIAL RESPONSBILITY

In accordance with Section 135 of the Companies Act, 2013,
the Company has established a Corporate Social Responsibility
(CSR) Committee, consisting of Professor Catherine Rosenberg
(Chairperson), Ms. Sharmila Abhay Karve, Mr. Sanjaya Singh
and Ms. Vinita Bali. This Committee oversees and monitors the
Company's various CSR initiatives.

At Syngene, our Corporate Social Responsibility (CSR)
strategy is anchored in inclusive and sustainable development,
implemented largely through the Biocon Foundation. Our
initiatives span science education, community healthcare,
environmental sustainability, and the empowerment of
women and children, leveraging scientific expertise to deliver
measurable and long-term social impact in communities where
we operate.

In education, we promote equitable access to quality science
learning for underserved students through experiential initiatives
such as mobile laboratories and inter-school quiz programs,
fostering curiosity and classroom engagement. Investments
in rainwater harvesting have strengthened school-level water
resilience, while infrastructure development remains a priority;
most notably the construction of a new two-storey school
building with 10 classrooms and separate sanitation facilities at
the Government High School in Kodamballi. We also convened
a multi-stakeholder education summit bringing together
participants from over 60 organizations to co-create strategies
to transform Anekal into a model education block by 2030.
Further, Syngene supports the development of a postgraduate
medical school and a non-profit hospital, and advances gender
equity in STEM through scholarships, mentorship, and industry-
orientation for undergraduate and postgraduate women from
Tier II and Tier III cities. The SynRISE PhD Assistantship, launched
at the Institute of Bioinformatics and Applied Biotechnology,
provides financial support and mentorship to underprivileged
women pursuing careers in science.

Our healthcare interventions focus on improving access to
primary and preventive care in remote and underserved regions
through digitally enabled smart clinics. These efforts are
complemented by specialist services addressing maternal and
child health, geriatrics, oral health, chronic diseases, mental
well-being, and preventive screenings delivered through
outreach initiatives in Karnataka and Telangana. In Mayurbhanj,
Odisha, a tribal-dominated district facing significant socio¬
economic challenges, Syngene supported the provision of
essential medicines for patients.

Environmental sustainability remains integral to our
CSR approach. We have supported metro infrastructure
development near our Bengaluru campus to promote low-
carbon mobility, alongside initiatives enhancing urban green
spaces and public art. Syngene also partners with the Hebbagodi
and Bommasandra municipal councils to formalize dry waste

management across 54 wards through infrastructure support,
technology integration, capacity building, and transparent
reporting systems. Additionally, Syngene undertook an initiative
to revive the Nethravati River mangroves in collaboration with
government authorities, aiming to restore ecosystems, enhance
biodiversity, and strengthen coastal resilience.

Syngene supports Parihar, a Bengaluru Police initiative that
assists women and children in distress through helplines, family
counselling centres, community sensitisation on safety issues,
and rehabilitation support for women affected by violence.

Employee participation is a cornerstone of our CSR efforts,
with colleagues across campuses actively contributing to
education programs, awareness campaigns, and community
service initiatives. We also continue to invest in long-term skill
development through the Biocon Academy, which provides
industry-aligned training to science graduates, strengthening
the life sciences talent pipeline.

Together, these initiatives reflect our conviction that responsible
business practices and community advancement are mutually
reinforcing, enabling shared progress and sustainable value
creation. Further details on Syngene's CSR initiatives are
provided on page no. 58 of the Annual Report

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The company follows the National Guidelines on Responsible
Business Conduct (NGRBC) principles on the social,
environmental and economic responsibilities of business.
Further SEBI vide its circular no. SEBI/HO/CFD/CFD-SE-2/P/
CIR/2023/122 dated July 12, 2023, updated the format of
BRSR to incorporate BRSR core, a subset of BRSR indicating
specific Key Performance Indicators (KPIs) under nine principles
of business responsibility which are subject to mandatory
reasonable assurance by an independent assurance provider.
For FY2026, Adwin Advisory Services Private Limited conducted
an assurance of the BRSR Core Indicators, and no observations
were noted.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company's Whistleblower Policy provides employees,
Directors, and other stakeholders with a secure and transparent
channel to report genuine concerns, including grievances,
corruption, fraud, misconduct, misappropriation of assets, and
violations of the Company's Code of Ethics and Business Conduct
or any other unethical practices. The policy ensures strong
safeguards against victimisation, empowering whistleblowers
to raise issues without fear. Concerns can be reported to the
Integrity Committee, with the option of direct access to the
Chairperson of the Audit Committee for added assurance.

In order to maintain the highest level of confidentiality and
foster an environment of honesty, the Company has appointed

an outsourced agency Navex Global to receive the complaints
and co-ordinate with the whistleblower, if required. During FY
26, no individuals have been denied access to the Chairman of
the Audit Committee.

The Whistle blower Policy is available on the Company's
website athttps://www.syngeneintl.com/investors/corporate-
governance/governance-reports-policies/

DISCLOSURE UNDER SECTION 22 OF THE
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL), ACT, 2013

Syngene has a strict Prevention of Sexual Harassment Policy
(POSH) in accordance with the statutory requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy is applicable to
all employees including the Company's contractual employees.
The Company is committed to providing a workplace that
is free from discrimination, harassment and victimisation,
regardless of gender, race, creed, religion, place of origin,
sexual orientation of a person employed or engaged with the
Company. The Internal Committee ('IC') has been constituted
to consider and redress all complaints of sexual harassment at
workplace. Employee sensitisation programs on POSH were
conducted during the year. In FY26, there were 3 complaints
which was received and closed within the stipulated timeline.

COMPLAINCE UNDER MATERNITY BENEFIT
ACT, 1961

The Company has adhered to the provisions with respect to
compliance related to the Maternity Benefit Act, 1961.

SIGNIFICANT AND MATERIAL ORDERS BY THE
REGULATORS OR COURTS OR TRIBUNALS

During FY26 there have been no significant and material orders
passed by the regulators or courts or tribunals impacting the
going concern status and the Company's operations in future.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per
provisions of Section 164(2) of the Companies Act, 2013. Your
Directors have made necessary disclosures, as required under
various provisions of the Act and SEBI Listing Regulations.

SECRETARIAL STANDARD DISCLOSURE

The Company has complied with the provisions of applicable
secretarial standards, issued by The Institute of Company
Secretaries of India (ICSI).

GREEN INITIATIVE

We request all the shareholders to support the 'Green
Initiative' of the Ministry of Corporate Affairs and Syngene's
continued endeavours for greener environment by enabling
service of Annual Report, AGM Notice and other documents
electronically to your email address registered with your
Depository Participant/ Registrar and Share Transfer Agent. We
also request all the investors whose email ID is not registered
to take necessary steps to register their email ID with the
Depository Participant/ Registrar and Transfer Agent.

INVESTOR EDUCATION AND PROTECTION
FUND

Details of unclaimed dividends and equity shares transferred
to the Investor Education and Protection Fund authority have
been provided as part of the Corporate Governance report.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against the company
under the Insolvency and Bankruptcy Code, 2016 which can
have a material impact on the business of the Company.

ACKNOWLEDGMENTS

We would like to place on record our deep sense of appreciation
to Syngene employees for their contribution and services. We
would like to thank all our clients, vendors, bankers, investors,
media and other business associates for their continued support
and encouragement during the year.

We also thank the Government of India; the Government
of Karnataka, Government of Telangana; the Ministry of
Information Technology and Biotechnology; the Ministry of
Commerce and Industry; the Ministry of Finance and Corporate
Affairs; the Department of Scientific and Industrial Research;
Central Board of Indirect Taxes and Customs; the Reserve Bank
of India; the Central Board of Direct Tax; SEZs (Special Economic
Zones), BIRAC (Biotechnology Industry Research Assistance
Council) and all other government agencies for their support
during FY26 and look forward to their continued support in
future.

For and on behalf of the Board
Syngene International Limited

Kiran Mazumdar-Shaw
Place: Bengaluru Executive Chairperson

Date: April 29, 2026 DIN: 00347229