Dear Members,
Your Directors are pleased to present the 33rd 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:
| Particulars |
Standalone |
Consolidated |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Total revenue |
34,907 |
34,438 |
38,094 |
37,142 |
| Total expenditure |
30,223 |
28,542 |
33,219 |
30,863 |
| Profit before Depreciation, Finance Costs, Exceptional items
and Tax Expense |
8,815 |
9,882 |
9,892 |
11,136 |
| Less: Depreciation & Interest |
4,131 |
3,985 |
5,017 |
4,857 |
| Profit before Exceptional items and Tax Expense |
4,684 |
5,896 |
4,875 |
6,279 |
| Add: Exceptional items |
(732) |
320 |
(766) |
320 |
| Profit before Tax Expense |
3,952 |
6,216 |
4,109 |
6,599 |
| Less: Tax expenses |
903 |
1,536 |
942 |
1,637 |
| Profit for the year |
3,049 |
4,680 |
3,167 |
4,962 |
| Other Comprehensive Income |
(2,315) |
(81) |
(1,960) |
(147) |
| Total Comprehensive Income |
734 |
4,599 |
1,207 |
4,815 |
• 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 .
EMPLOYEE STOCK OPTION PLAN /RESTRICTED STOCK UNITS PLAN/PERFORMANCE
STOCK UNITS PLAN
Syngene Employee Stock Option Plan 2011
The Board of Directors of the Company had formulated the Syngene
Employee Stock Option Plan 2011 (hereinafter referred to as the "ESOP Plan")
which was approved by the members of the Company on December 14, 2011 and further ratified
by the members subsequent to the Initial Public Offering ("IPO") on December 05,
2015. The ESOP Plan is administered by the Syngene Employee Welfare Trust ("the
Trust") under the instructions and supervision of the Nomination and Remuneration
Committee ("NRC"). The Trust had subscribed to equity shares of the Company on
31st October 2012, using the proceeds from interest free loan of 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 26th 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 26th 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.
AUDITORS
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, 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.
| Particulars |
Number of Complaints |
| 1 Number of complaints filed during the financial year |
3 |
| 2 Number of complaints disposed of during the financial year |
2 |
| 3 Number of complaints pending as at the end of the financial
year |
1 |
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.