Dear Members,

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 Rs.34,438 Mn to Rs.34,907 Mn) on standalone basis and by 2.56% (from Rs.37,142 Mn to Rs.38,094 Mn) on consolidated basis.

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

• Profit after tax decreased by 34.9% (from Rs.4,680 Mn to Rs.3,049 Mn) on a standalone basis and decreased by 36.2% (from Rs.4,962 Mn to Rs.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 dualcontinent 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 longterm 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 Rs.1.25 per share for FY26, amounting to a payout of Rs.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 at Syngene-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: at Syngene-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 Rs.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 Rs.402,93,94,200 comprising of 40,29,39,420 equity shares of Rs.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 Rs.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 Rs.403,66,91,470 comprising of 40,36,69,147 equity shares of Rs.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 at investor@syngeneintl.com in this regard .

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 Rs.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 at https://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 accessible here.

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 Company here .

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.

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 website https://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 socioeconomic 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 at https://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.