Syngene International Ltd

<dhhead>Board’s Report</dhhead>

Dear Members,

Your Directors are pleased to present the 32^nd Annual Report of your Company, along with the audited financial statements and Auditor’s report for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Your Company’s performance during FY25, compared to the previous year is summarized below (Rs in Mn)

Key highlights of the Company’s financial performance during FY25 are as follows:

Revenue increased by 4.64% (from Rs. 32,911 Mn to Rs. 34,438 Mn) on standalone basis and by 3.77% (from Rs. 35,792 Mn to Rs. 37,142 Mn) on consolidated basis

Earnings before interest tax depreciation and amortisation (EBITDA) (excluding exceptional item) increased by 2.21% (from Rs. 9,668 Mn to Rs. 9,882 Mn ) on standalone basis and by 0.78% (from Rs. 11,050 Mn to Rs. 11,136 Mn) on consolidated basis.

Profit after tax increased by 0.32% (from Rs. 4,665 Mn to Rs. 4,680 Mn) on a standalone basis and decreased by 2.71% (from Rs. 5100 Mn to Rs. 4,962 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.

Syngene International Limited (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 more than 5,600 scientists offer both skills and the capacity to deliver great science, robust data security, and quality manufacturing, at speed, to improve time-to-market and lower the cost of innovation. With 2.5 Mn sq. ft of specialized discovery, development, and manufacturing facilities, Syngene works with biotech companies pursuing leading-edge science as well as multinationals, including BMS, GSK, Zoetis and Merck KGaA.

Research Services

Research Services division is an end-to-end drug discovery function, comprising of early discovery, pre-clinical and clinical services, along with integrated drug development platform Syngene Synvent™ and ring-fenced dedicated centre model. Over the last year, the function has laid a deep focus on productivity improvement and automation particularly in its chemistry and Drug Metabolism & Pharmacokinetics (DMPK) services that led to substantial gains by providing cost advantage. Syngene has also consolidated its research offerings into two distinct business models, Competitive and Differentiated. The Competitive Business Model focuses on value creation through the combination of strong technical execution, high productivity metrics matching or exceeding the leading global CROs, and competitive pricing based upon establishing the lowest cost to serve position enabling competition on price when necessary. By contrast, the Differentiated Business Model creates value through value added service offerings featuring sophistication in problem solving and innovation, capabilities and subject matter expertise uncommon in the CRO marketplace, and creative business terms.

Development and Manufacturing Services – Large Molecule

Unit 3 that was acquired in the later part of FY24 was operationalized this year providing Syngene an additional 20,000 litres of installed biologics drug substance manufacturing capacity and also a commercial scale, high speed, fill-finish unit – an essential capability for drug product manufacturing.

Syngene further acquired a biologics drug substance facility in Baltimore, its first ever manufacturing facility in the USA. The acquisition is expected to expand Syngene’s growing global biologics footprint to better serve its customers across both human and animal health market segments. The new site will increase Syngene’s total single-use bioreactor capacity to 50,000L for large molecule discovery, development, and manufacturing services. Additionally, it will provide Syngene’s customers with continuity of supply from its four development and manufacturing facilities located in India and North America, offering services ranging from cell line development, process optimization and both clinical and commercial supply.

The division has also pursued high yielding cell line development and achieved an yield of 9g/l.

As a testament to its progress, Syngene won Asia Pacific Biologics CMO Excellence Awards 2024.

Development and Manufacturing Services – Small Molecule

Syngene is committed to building small molecule CDMO (SM CDMO) business and over the past year, has progressed well on its multi-year transformation journey. Over this past year, Syngene has implemented multiple strategic shifts set out in as part of broader SM CDMO plan.

Syngene restructured its SM CDMO operating model with the integration of small molecule development and manufacturing into a single division providing end-to-end services for small molecule process development, clinical and commercial manufacturing. It now mirrors how the clients approach their commercial manufacturing requirements. Syngene has improved its operational efficiency and strengthened customer focus by implementing a 'follow-the-molecule' approach.

These measures have led to higher capacity utilization across all assets, increased number of pilot projects in Process R&D, robust pipeline of large pharma customers, scale up of process development capabilities and the securing of deals that are helping to build additional momentum in line with the division’s long-term vision.

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 FY25, the revenue stood at USD 11 Mn, with a profit before tax of USD 0.6 Mn. As part of its strategic expansion, Syngene USA Inc. acquired a state-of-the-art biologics facility from Emergent Manufacturing Operations Baltimore, LLC (a subsidiary of Emergent BioSolutions Inc.) for USD 36 million enabling Syngene to further expand its global biologics footprint. This acquisition increases the total single-use bioreactor capacity to 50,000L, enhancing capabilities in large molecule discovery, development, and manufacturing enabling Syngene to better serve customers across both human and animal health market segments.

Syngene Scienti_c 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 FY25, SSSL contributed significantly to overall revenue, by generating a revenue of Rs. 3,345 million, with a profit before tax of Rs. 330 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 FY25, SMSL reported a revenue of Rs. 0.6 Mn with a profit before tax of Rs. 0.1 Mn. 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 1 pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 (‘the Act’) and Rules 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 and related information of the Company and its subsidiaries, wherever applicable, are available on the Company’s website: www.syngeneintl.com. These are also available for inspection during regular business hours at our registered office in Bengaluru, India and/or in electronic mode. Any member desirous of inspecting such documents is requested to write to the Company by sending an email to investor@syngeneintl.com.

The Company has formulated a policy determining material subsidiaries. This is available on the Company’s website at https://www.syngeneintl. com/investors/corporate-governance/governance-reports-policies/.

The Company has no material subsidiary.

The Company has not proposed to transfer any amount to the general reserve for the year ended March 31, 2025.

The Board has recommended a final dividend of Rs. 1.25 per share for FY25, amounting to a payout of Rs. 503.67 mn with applicable tax deductions. If approved at the Annual General Meeting (AGM), the dividend will be distributed to shareholders whose names appear in the Company’s Register of Members as of the record date, Friday, June 27, 2025, with the payout to be completed within 30 days from the date of shareholders approval.

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations"), the dividend distribution policy of the Company is available on the Company’s website at https://www.syngeneintl.com/investors/ corporate-governance/ governance-reports-policies/.

All transactions entered with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arm's length basis. Detailed disclosure on related party transactions as per IND AS 24 containing the name of the related parties and details of the transactions entered with such related parties have been provided as part of the notes to the financial statements provided in the Annual Report in Note No 26.

The Company has formulated the policy on ‘Materiality of Related Party transactions and on dealing with Related Party Transactions’, and the same can be accessed using the following link: at http://www.syngeneintl.com/ investors/corporate-governance/governance-reports-policies/

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.

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 and investments covered under Section 186 of the Companies Act, 2013 are detailed in notes to the financial statements provided in the Annual Report in Note No .

During the year FY25, 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.

During the year, CRISIL Ratings Limited ("CRISIL") vide its letter dated November 30, 2024, 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 August 30, 2024, has reaffirmed the long-term rating as [ICRA] AA+ (Stable), and reaffirmed the short-term rating as "[ICRA] A1+".

During the financial year, the paid-up share capital of the Company was increased by allotment of 5,21,981 Equity shares of Rs. 10 each to Syngene Employee Welfare Trust to enable the implementation of the Syngene Long Term Incentive Restricted Stock Units (RSU) Plan, 2020. The paid-up share capital as on March 31, 2025 stood at Rs. 4,025,369,810 comprising of 40,25,36,981 equity shares of Rs 10/- each

On April 23, 2025, the Company’s Board of Directors approved the allotment of 4,02,439 equity shares, to the Syngene Employee Welfare Trust at face value of Rs. 10 each. This action was in accordance with the shareholder endorsement received on April 23, 2023 through Postal Ballot allowing the allotment of fresh equity shares up to 22,00,000 (~0.55% 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. Following this allotment, the Company’s paid-up equity share capital now stands at Rs. 4,02,93,94,200. 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.

Syngene’s diverse and multidisciplinary workforce remains dedicated to maintaining world-class quality standards while prioritizing safety. Talent and culture serve as essential pillars in building a resilient and sustainable organization. The company continues to focus on strategic initiatives that maximize the potential of its human capital, aligning with its core values of excellence, integrity, and professionalism. As of the fiscal year ending 2024-25, Syngene had a headcount of 6,533 permanent 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 in this regard at investor@syngeneintl.com

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 October 31, 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 and no options were granted to employees under the ESOP Plan. However, 44,996 equity shares were transferred to eligible employees by the Syngene Employee Welfare Trust on exercise of stock options. 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 AGM 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 FY25, no options were granted to eligible employees under the RSU Plan. 5,49,015 equity shares were transferred to eligible employees by the Syngene Employee Welfare Trust on exercise of stock units.

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 Out performance 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 17,66,303 PSUs during FY25 under the PSP and the said Plans will be implemented by the Trust.

The details of ESOP Plan, RSU Plan and PSP form 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 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, 2025 concerning all the the plans are available on the website of the Company at https://www.syngeneintl.com/investors/ share-holder-services/

Your Company upholds the principles of good Corporate Governance through the adoption of sound management practices, strict compliance with legal requirements, and a steadfast commitment to transparency and ethical business conduct. Integrity, fairness, accountability, and adherence to the law are deeply embedded in the company’s operations, ensuring responsible leadership at both the Board and Management levels. Syngene’s Corporate Governance report is a reflection of its robust values-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 meeting societal expectations.

The Company’s report on corporate governance for the financial year ended March 31, 2025 as per regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of the Annual Report.

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 FY25 does not contain any qualification, reservation or adverse remarks.

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

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors appointed Mr. Nilanjan Roy and Ms. Manja Boerman as Independent Directors effective April 1, 2024 and June 4, 2024 respectively. Shareholders approved their appointments through postal ballot on June 10, 2024 and at the Annual General Meeting held on July 23, 2024 respectively. Mr. Paul Blackburn completed his second term as an Independent Director effective July 23, 2024.

Consequent to the resignation of Mr. Sibaji Biswas from the position of Executive Director and Chief Financial Officer, the Board of Directors, based on the recommendation of the NRC after considering the performance and capabilities and in accordance with the succession planning, appointed Mr. Deepak Jain as Chief Financial Officer effective December 1, 2024.

After a decade-long association, Jonathan Hunt resigned from the position of Managing Director and Chief Executive Officer effective February 10, 2025, to pursue other opportunities. Mr. Peter Bains was appointed as the CEO-Designate effective from the same date to lead the Company and bridge the leadership gap. Considering Mr. Bains’ deep domain experience, knowledge, and familiarity with Syngene’s business, subsequently, based on the recommendation of the NRC the Board of Directors appointed Mr. Peter Bains as an Additional Director designated as the Managing Director and Chief Executive Officer effective April 1, 2025, for a period of two (2) years, which is subject to approval of the shareholders.

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.

As on March 31, 2025, the Key Managerial Personnel (KMP) as per the provisions of Section 203 of the Companies Act, 2013, were Deepak Jain, Chief Financial Officer and Priyadarshini Mahapatra, Company Secretary and Compliance Officer.

The policy on appointment and remuneration of directors, key managerial 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

Annual Report FY 2025 91

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 at https://www.syngeneintl.com/investors/corporate-governance/governance-reports-policies/

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. 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.

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 FY25. Further details are mentioned in the Corporate Governance report.

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. Recognizing the significance of a diverse composition, the Board has adopted a Board Diversity Policy that outlines its approach to diversity. The Board diversity policy of the Company is available on the website of the Company at https://www.syngeneintl. com/investors/corporate-governance/governance-reports-policies/

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.

For FY 2025, the Board evaluation was conducted by M/s. Egon Zehnder. A detailed debrief covering the process, findings, and recommendations was presented to the Board on April 21, 2025. The Board found the evaluation to be highly effective, providing valuable insights into its overall functioning.

The findings were subsequently reviewed by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings held on April 23 and April 21, 2025. Further details of the evaluation are included in the Corporate Governance Report, forming part of this Annual Report.

The Board met 7 (seven) times during the year under review. The details of Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

The Audit Committee has reviewed the accounts for the year ended March 31, 2025. The Board accepted all recommendations made by the Audit Committee.

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

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 internal control system undergoes regular testing and reviews conducted by the Independent Internal 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 quarterly one-on-one discussions. 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.

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.

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, 2025.

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 28th 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, 2025 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.

Internal Auditors

The Board of Directors, based on the recommendation of the Audit Committee, appointed Deloitte Touche Tohmatsu India LLP ("DTTILLP") as the Internal Auditors on July 25, 2024 for a period of three (3) years. Due to certain administrative reasons, the Board of Directors, based on the recommendation of the Audit Committee, appointed Deloitte India Advisory Services Private Limited as the Internal Auditors in place of DTTILLP on October 22, 2024 for a period of three (3) years.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations, the Board, subject to shareholders’ approval at the ensuing General Meeting, appointed M/s. V. Sreedharan & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a period of five years, commencing with the audit for FY 2025-26. The detailed rationale and terms for their appointment is set out in the notice convening the 32^nd Annual General Meeting. The Secretarial Audit Report for the financial year ended March 31, 2025 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, 2025, 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 stock exchanges where the shares of the Company are listed.

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.

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/

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

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), Dr. Vijay Kuchroo, and Vinita Bali. This Committee oversees and monitors the Company’s various CSR initiatives.

At Syngene, our Corporate Social Responsibility (CSR) approach reflects a commitment to inclusive, sustainable development, driven largely through the Biocon Foundation. Our initiatives focus on science education, community healthcare, environmental sustainability, and the welfare of women and children. By combining scientific expertise with a deep sense of social responsibility, we aim to create lasting, positive change in the communities where we operate.

We promote access to quality science education for underserved students through experiential learning initiatives such as mobile labs, compact science outreach vehicles, and inter-school quiz programs. These efforts have strengthened classroom engagement and fostered curiosity in young learners. We are also supporting the development of a postgraduate medical school and non-profit hospital, while helping women from underrepresented communities pursue STEM careers through scholarships, mentorship, and internships guided by industry professionals.

In healthcare, we continue to extend the reach of primary care through smart clinics in remote and tribal areas. These clinics use digital tools for diagnostics and consultation, improving timely access to care. Additional specialist services address areas such as maternal health, child wellness, geriatrics, oral hygiene, and chronic conditions. Our community outreach programs include cancer screening, preventive health education, and student wellness checks. Mental health is another key focus, supported through initiatives that promote emotional resilience, address peripartum mental health, and raise awareness among students and vulnerable groups. Our environmental sustainability efforts include supporting metro infrastructure development near our Bangalore campus, with enhancements such as public art installations and green space development along the corridor. These efforts promote urban livability and support the shift toward low-carbon transportation.

Employees across all campuses actively engage in CSR activities, contributing to healthcare initiatives, awareness drives, and community service programs. We also continue to invest in skill development through the Biocon Academy, which offers industry-aligned training for science graduates, ensuring they are well-prepared for careers in the life sciences sector.

This integrated CSR strategy reflects our belief that responsible business practices and community advancement go hand in hand, enabling shared progress and long-term value creation.

Syngene had voluntarily adopted the Business Responsibility and Sustainability Reporting (BRSR) framework introduced by the Securities and Exchange Board of India (SEBI) for FY22, reflecting its commitment to sustainable development. In continuation of this journey, and in compliance with Regulation 34(2)(f ) of the SEBI Listing Regulations, the BRSR forms part of this Annual Report for FY25. It outlines the Company’s ESG strategy, including enhanced voluntary leadership disclosures, to foster meaningful stakeholder engagement.

The BRSR presents the Company’s performance against the principles of the National Guidelines on Responsible Business Conduct, and highlights key environmental, social, and governance (ESG) initiatives and their impact. For FY2025, Deutsch Quality Systems (India) Private Limited conducted an assurance of the BRSR Core Indicators, and no observations were noted.

The Company’s Whistle blower policy allows employees, Directors and other stakeholders to report genuine grievances, corruption, fraud, misconduct, misappropriation of assets, and non-compliance with the Code of ethics and business conduct of the Company or any other unethical practices. The policy provides adequate safeguard against victimisation to the whistleblower and enables them to raise concerns to the Integrity Committee and provides an option of direct access to the Chairman of the Audit Committee. 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 25, no individuals have been denied access to the Chairman of the Audit Committee.

The Whistleblower Policy is available on the Company’s website at https:// www.syngeneintl.com/investors/corporate-governance/governance-reports-policies/

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 FY 25, there were 5 complaints which was received and closed within the stipulated timeline.

During FY25 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.

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.

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

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.

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 FY25 and look forward to their continued support in future.