Share Wealth

The Directors are pleased to present the 31^st Annual Report of your Company, along with the Audited Financial Statements and Auditor's Report for the Financial Year ended 31^st March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial review

Your Company's standalone performance during FY24, compared to the previous year is summarized below.

existing Drug Metabolism & Pharmacokinetics (DMPK) and Compound Management facilities.

Development Services

In Development Services, Syngene commissioned a non-GMP facility in Bangalore, which added the capability to do early-phase development projects in an agile and cost-effective manner.

Manufacturing Services

The Manufacturing Services division showed good growth and demand during the year. The highlight was conclusion of the acquisition of the biologics manufacturing facility from Stelis Biopharma Ltd. The facility is expected to be ready for operations in the second half of fiscal year 2025, subject to regulatory approvals. Once operational, it will add to Syngene's large molecule drug substance and drug product capabilities.

The Company also made good progress in the 10-year biologics manufacturing agreement with Zoetis and commissioned a state-of-the-art, digitally-enabled Quality Control laboratory to support the growing biologics operations. In the year, the commercial manufacturing facility in Mangalore received regulatory approval from the US Food and Drug Administration (US FDA) and received ISO: 50001 certification for driving sustainability in energy conservation.

Dedicated R&D Centers

Syngene operates dedicated R&D Centers for three clients: Amgen Inc., Baxter Inc and Bristol-Myers Squibb (BMS). During the year, the Dedicated R&D Centers reported a steady performance.

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 has no associate companies and has not formed any joint ventures.

Syngene USA Inc: Established in FY 2018, Syngene USA Inc serves as a strategic arm to expand Syngene's presence in the US market. It contributes to the Company's revenue stream with USD 7.33 Mn in revenue during FY24, accompanied by a profit before tax of USD 0.66 Mn.

Syngene Scientific Solutions Limited (SSSL): Incorporated in India in August 2022, SSSL focuses on providing contract research and clinical research services. It has emerged as an innovative player in the pharmaceutical and biotechnology sectors, offering a range of services including clinical research, R&D, and software development. SSSL recorded a revenue of INR 3,546 MN during FY24, with a profit before tax of INR 580 Mn.

Syngene Manufacturing Solutions Limited (SMSL): Also established in India in August 2022, SMSL is dedicated to the manufacturing of pharmaceutical, biopharmaceutical, and biological products. During FY24, SMSL posted a revenue of INR 0.07 Mn and reported a loss (before tax) of INR 0.38 Mn. SMSL is yet to commence 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.

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 Bangalore, India and/or in electronic mode. Any member wanting to inspect such documents is requested to contact 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.

Transfer to reserves

The Company has not proposed to transfer any amount to the general reserve for the year ended March 31, 2024.

Dividend

The Board has recommended a final dividend @ Rs.1.25 per share for FY24. This dividend declaration will entail a payout of Rs. 503.17 Mn and tax pay-out as applicable. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose name appears in the Company's Register of Members as on the record date of June 28, 2024, and the dividend pay-out date will be on or before August 05, 2024.

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/.

Related party contracts or arrangements

All transactions entered with related parties as defined under the Companies Act, 2013 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.

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/

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 4.

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 in 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 31^st 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 FY24, no options were granted to eligible employees under the ESOP Plan. However, 538,162 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 Plan in future. The Trust has surplus shares under this Plan 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. 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 the financial year, there was no change to the RSU Plan.

The Company has granted 38,032 RSUs during FY24 under the RSU Plan. 641,587 equity shares were transferred to eligible employees by the Syngene Employee Welfare Trust on exercise of stock options.

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, subsidiary(ies) including future subsidiary(ies). The Company has granted 392,606 PSUs during FY24 under the PSP. This plan will be implemented by the Trust. The Company hasnt yet made any grants to employees under the OSP.

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, 2024 concerning both the plans are available on the website of the Company at https://www.syngeneintl.com/investors/ share-holder-services/

Corporate Governance Report

Your Company believes that 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 values-led culture encompassing professionalism, integrity and excellence, which has been a key enabler in building stakeholder trust, attracting and retaining financial and human capital and meeting societal expectations.

The Company's report on corporate governance for the financial year ended March 31, 2024 as per regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of the Annual Report.

Auditor's 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 FY24 does not contain any qualification, reservation 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. Kiran Mazumdar Shaw will retire by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. The Board recommends her reappointment as indicated in the AGM Notice. Her brief resume seeking reappointment at the ensuing AGM, in pursuance of Regulation 36(3) of SEBI Listing Regulations, is annexed to the AGM Notice.

Further, during the year, Dr. Carl Decicco resigned as a Non-Executive Director of the Company with effect from the closing hours of October 25, 2023. The Board placed on record its appreciation towards the contribution by Dr. Carl Decicco as a Director

It may be noted that, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has made the following appointments effective April 01,2024:

Sibaji Biswas (DIN: 06959449) has been appointed as an Additional Director and designated as Executive Director and Chief Financial Officer, for a period of five years effective from April 1,2024. This appointment is subject to the approval of the shareholders within a period of three months from the date of appointment.

The Nomination and Remuneration Committee (NRC) at its Meeting held on April 23, 2024 on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Dr. Kush Parmar during his tenure, has recommended to the Board that continued association of Dr. Kush Parmar as Independent Director of the Company would be beneficial to the Company. Based on the above and the performance evaluation, the Board recommends the re-appointment of Dr. Kush Parmar (DIN: 09212020), as Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing from the conclusion of this AGM.

Nilanjan Roy (DIN: 02703775) has been appointed as an Additional Director in the capacity of Independent Director, effective from April 1,2024, until the Annual General Meeting to be held in 2027. This appointment is also subject to the approval of the shareholders within a period of three months from the date of appointment.

Key Managerial Personnel

As on March 31,2024, the Key Managerial Personnel (KMP) of the Company appointed under the provisions of Section 203 of the Companies Act, 2013, were Jonathan Hunt, Managing Director and Chief Executive Officer, Sibaji Biswas, Chief Financial Officer and Priyadarshini Mahapatra, 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 at https://www.syngeneintl.com/investors/corporate-governance/governance-reports-policies/

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. 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 FY24. Further details are mentioned in the Corporate Governance report.

Board diversity

A diverse Board enables efficient functioning through its access to broad perspectives and diverse thought processes underpinned by a range of

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.

Director's 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 31,2024.

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:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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.

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.

The Directors prepared the annual accounts on a going concern basis.

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

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, 2024 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, at its meeting held on October 17, 2023, had re-appointed M/s. Ernst & Young LLP as the Company's Internal Auditors.

Secretarial Auditors

The Board pursuant to Section 204 of the Companies Act, 2013 had appointed M/s. V. Sreedharan & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for FY24. They have confirmed their eligibility for the re-appointment. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is annexed to this Report as Annexure 5.

Pursuant to the SEBI circular no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report for the financial year ended March 31,2024, 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.

Reporting of fraud by auditors

During the financial 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 Responsibility

As per section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility(CSR) Committee, comprising Professor Catherine Rosenberg (Chairperson), Dr Vijay Kuchroo and Vinita Bali. The Committee monitors and oversees various CSR initiatives of the Company.

Syngene's Corporate Social Responsibility (CSR) initiatives are deeply rooted in the ethos of creating lasting change through programs that champion community health, science education, empowerment of women and environmental stewardship in the communities in which we live and work. These initiatives are executed both directly and by the Biocon Foundation, an organization dedicated to developing and implementing healthcare, educational, and infrastructure projects, while also advocating for gender equality and the safety of vulnerable populations.

For transparency and accountability, Syngene's CSR policy is readily accessible on the Company website. Furthermore, stakeholders can read a report detailing the Company's CSR activities provided as Annexure 7 to this report. Through these concerted efforts, Syngene demonstrates its commitment to societal well-being and sustainable development.

Business Responsibility and Sustainability Report

Syngene adopted the Business Responsibility and Sustainability Reporting ("BRSR") introduced by the Securities and Exchange Board of India (‘SEBI") containing ESG disclosures voluntarily for FY22. Continuing the journey towards sustainable development, in compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR forms part of this Annual Report and presents the ESG approach, including enhanced ESG voluntary leadership disclosures for FY24. The BRSR lays out the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct' and provides information on environmental social and governance initiatives and their impact on the Company.

Whistleblower policy/Vigil mechanism

The Company's whistleblower 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 complaints and co-ordinate with the whistleblower, if required. During FY24, 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-govemance/govemance-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 ("POSH Act"). The Policy is applicable to all employees including the Company's contract 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 ('ICO has been constituted to consider and redress all complaints of sexual harassment at workplace. Employee sensitisation programs on POSH were conducted during the year. During the financial year, two complaints were received under the POSH Act and each one was closed within the stipulated timeline.

Significant and material orders by the regulators or courts or tribunals

During FY24 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.

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 FY24 and look forward to their continued support in future.