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Syngene International Ltd.

BSE: 539268 | NSE: SYNGENE |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE398R01022 | SECTOR: Miscellaneous

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Annual Report

For Year :
2022 2021 2019 2018 2017 2016 2015

Director’s Report

Your Directors are pleased to present the 29th Annual Report of your Company, along with the Audited Financial Statements and Auditor''s Report for the Financial Year ended 31st March, 2022. On the business front, your Company weathered the pandemic very well and continued to innovate, build capabilities, attract new client relationships and explore novel areas of science. It adapted quickly and embraced a new operating model that prioritized the health and wellbeing of its employees, while enabling it to continue supporting its clients.

We take this opportunity to record our thanks to the executive team, the talented scientists and those around them for their continued support.

Financial Review

Your Company''s standalone performance during FY22, compared to the previous year is summarized below

(Rs. in Mn)

Particulars

March 31, 2022

March 31, 2021

Total revenue

26,542

22,440

Total expenditure

18,080

15,094

Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense

8,462

7,346

Less: Depreciation & Interest

3,338

3,022

Profit before Exceptional Items and Tax Expense

5,124

4,324

Add: Exceptional Item

(307)

350

Profit before tax expense

4,817

4,674

Less: Tax expense

879

637

Profit for the year

3,938

4,037

Other Comprehensive Income

433

1,906

Total Comprehensive Income

Profit after tax for the year excluding exceptional item

4,371

5,943

4,245

3,687

Key highlights of the Company''s standalone financial performance during FY22 are as follows:

• Revenue increased by 18% (from Rs. 22,440 Mn to Rs. 26,542 Mn)

• Earnings before interest tax depreciation and amortisation (EBITDA) increased by 15% (from Rs. 7346 Mn to Rs. 8,463 Mn)

• Profit after tax including exceptional item declined by 2% (from Rs. 4,037 Mn to Rs. 3,938 Mn) on account of exceptional item. Profit after tax excluding exceptional gain increased 15% (from Rs. 3,687 Mn to Rs. 4,245 Mn)

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 Limited is an integrated research, development and manufacturing services organization. Working for clients around the globe, the Company delivers innovation that will benefit human and animal health and develop next generation compounds to improve people''s lives in the years to come. Headquartered in India and listed on the National Stock Exchange and Bombay Stock Exchange, the operations are driven by its highly qualified teams comprising ~5200 scientists and its state-of-the-art facilities, spread over 2 million sq. ft., across three locations in India: Bangalore, Hyderabad and Mangalore. Syngene has four business divisions: Discovery Services, Development Services, Manufacturing Services and the Dedicated Centers.

During the year, biopharmaceutical client Panbela Therapeutics, which develops disruptive therapeutics for cancer treatment, received a US patent. The patent covers a shortened synthesis of a lead investigational product. The Development Services team collaborated with the client to streamline this production process.

Syngene signed a five-year agreement with IAVI1, a USA-based, non-profit, scientific research organization to develop and manufacture three recombinant, monoclonal antibodies (mAbs) for Human Immunodeficiency Virus (HIV). Other key collaborations include a partnership with Dyadic International, Inc., a global biotechnology company, to develop a vaccine candidate to immunize people against current and future variants of the COVID-19 virus.

| MANUFACTURING SERVICES

The Manufacturing Services Division reported a steady performance for the year, driven by traction in Biologics business and manufacturing of remdesivir, the USFDA-approved COVID-19 drug. The Company continues to expand its biologics facility. A cGMP microbial manufacturing facility with 500-liter capacity was commissioned in 2021. A fourth 2,000-liter single-use bioreactor was added during the year to the mammalian biologics facility. In biologics manufacturing, the Company expanded its client base.

The Mangalore API facility is now qualified and its validation activities have resulted in approval from the Indian drug regulatory body. This facility is aiming to secure regulatory approvals from USFDA and EMA in two years. Some commercial supplies from the Mangalore unit have already started.

| 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. This was primarily driven by five-year renewal of the long-standing contract with Amgen Inc. and expansion of the Dedicated R&D Center for Bristol-Myers Squibb. These contract extensions confirm the stability of relationship with these key clients and provide a clear perspective on the future of the Dedicated Centers. As part of the contract extension with Amgen, Syngene will build and operate a new dedicated laboratory to accelerate advancement of Amgen''s R&D projects. The strategic collaboration with BMS is now effective until 2030 and includes more areas of research and an increase in the number of scientists working on the client''s projects..


DISCOVERY SERVICES

Discovery Services reported a robust performance for the year, characterized by strong client demand, particularly within the emerging biopharmaceutical segment, as well as further expansion of relationships with existing clients. SynVent, Syngene''s Integrated Drug Discovery platform, continued to attract new clients and expand business from existing customers. The Company attracted positive demand for newer services like Protein Degradation Technology (PROTACS) and peptide synthesis, complemented by demand from key client markets in the US and Europe with the resumption of normal operations.

Key scientific achievements include successful delivery of three candidates for preclinical evaluation. Two additional candidates were identified within the targeted protein degradation modality. Significant progress was made in selecting candidates for an antibody-drug conjugate, including validation of a novel linker moiety that imparts significantly improved physical properties such as solubility.

The Discovery team supplied high-quality viral proteins to Bharat Biotech, the makers of India''s indigenous COVID-19 vaccine. The scientific team also generated several variants of the SARS-CoV2 spike S1 protein including the alpha, beta and delta variants. The Company has received a grant from India''s Biotechnology Industry Research Assistance Council (BIRAC) for the co-development of a measles virosome-based COVID-19 vaccine.

The Company expanded its research facilities in Bangalore and Hyderabad. Post the completion of Phase-II expansion of the Hyderabad facility earlier in the year, Phase-III expansion is now underway. The Company also continued to invest in enhancing its scientific capabilities to both sustain and advance its position as a service provider for fully integrated therapeutic discovery.

The Research Informatics unit focused on providing seamless computational support to programs within SynVent. The unit launched a drug discovery informatics platform to empower the scientists with project information and tools to generate and evaluate hypotheses.

DEVELOPMENT SERVICES

The Development Services Division reported a steady performance for the year. The business experienced an uptick in enquiries as clients resumed activities following a lull during the pandemic. All project commitments were met despite the pandemic. The Company is in the process of establishing a new, state-of-the-art injectable fill-finish facility with a filling capacity of up to 2,000 vials per hour. This will help Syngene address the drug product requirements of both small molecule and large molecule for early phase clinical supplies on the injectable segment.

SUBSIDIARY COMPANY/JOINT VENTURE

A report on the salient features of the financial statements, performance and financial position of the subsidiary of the Company 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. In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary company will be available on our website www.syngeneintl.com. Syngene USA Inc. is a wholly-owned subsidiary of Syngene, incorporated in FY 2018, to have a firm foothold in the US market and allow easy access to the Company''s clients based in that region.

The Consolidated Financial Statements presented in this Annual Report include the financial results of the subsidiary.

DIVIDEND

The Board has recommended a Final Dividend @10% or Re

1.00/- per share (comprising 5% or Re 0.50 as regular dividend and 5% or Re 0.50 as additional special dividend) for FY22. The total dividend pay-out will amount to approximately Rs. 401 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 July 1, 2022, and the dividend pay-out date will be on or before August 01, 2022.

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 contracts, arrangements and transactions entered into by the Company with related parties during FY22 were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company''s policy on dealing with related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, 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: http://www.syngeneintl.com/investors/ corporate-governance/governance-reports-policies/

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.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY22, there was no amount due for transfer to the IEPF.

CHANGE IN NATURE OF BUSINESS

There has been no change in the Company''s nature of business. 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 form part of the notes to the Financial Statements.

DEPOSITS

During the FY22, the Company did not accept any deposits covered under Chapter V of the Companies Act, 2013.

CREDIT RATING

During the year, CRISIL vide its letter dated March 10, 2022, has placed its ''CRISIL AA '' rating on the long-term bank facilities of the Company on ''Watch with Developing Implications following the rating action on the long term debt facilities of the holding Company, Biocon Limited. The rating on the shortterm bank facilities has been reaffirmed at ''CRISIL A1 ''.

During the year, ICRA vide its letter dated March 16, 2022, has placed its ''ICRA AA '' and ''ICRA A1 '' rating on the Company''s long-term and short-term banking facilities respectively on ''Watch with Developing Implications'' following the rating action on the debt facilities of the holding Company, Biocon Limited.


PAID UP CAPITAL

During the financial year, the paid-up share capital of the Company was increased by allotment of 796,500 Equity shares at Rs. 10 each to Syngene Employee Welfare Trust under the Syngene Long Term Incentive Restricted Stock Units (RSU) Plan, 2020. The paid-up share capital as on March 31, 2022 stood at Rs. 4,007,965,000

MATERIAL CHANGES AND COMMITMENTS

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

Syngene''s multidisciplinary workforce is committed to operating safely and to world class quality standards. In these challenging circumstances, employees have shown commitment and resilience during the past twelve months, consistent with our values of excellence, integrity and professionalism. The headcount for year ending FY22 was approximately 5975 full-time employees, including more than 5200 scientists.

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 in this regard.

EMPLOYEE STOCK OPTION PLAN /RESTRICTED STOCK UNITS PLAN

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 14th December, 2011 and further ratified by the members subsequent to the Initial Public Offering (IPO) on 5th December, 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 FY22, no options were granted to eligible employees under the ESOP Plan. However, 489,152 equity shares were transferred to eligible employees by the Syngene Employee Welfare Trust on exercise of stock options. The ESOP Plan complies with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEB & SE) Regulations, 2021].

The shareholders, at the 26th Annual General Meeting (AGM) of the Company held on 24th July, 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 30th August, 2020, the shareholders have 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. 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 (SBEB & SE) Regulations, 2021. During the financial year, there was no change in the RSU Plan.

The Company has granted 418,132 RSUs as on 31st March, 2022 under the RSU Plan. 427,352 equity shares were transferred to eligible employees by the Syngene Employee Welfare Trust on exercise of stock options.

The details of both plans 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 both the plans have been implemented in accordance with SEBI (SBEB & SE) 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 31st March, 2022 with respect to 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 stakeholders'' trust, attracting and retaining financial and human capital and meeting societal expectations. The Company''s corporate governance framework focusses on adequate and timely disclosures, transparent and robust accounting policies and a strong and independent Board to maximize shareholders'' benefits.

The Company''s report on corporate governance for the financial year ended March 31, 2022 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 FY22 does not contain any qualification, reservation or adverse remarks.

DIRECTORS

I. Retirement

John Shaw (DIN:00347250), who was associated with the Company since 2000 and instrumental in helping the Company cross significant milestones, retired as Non-executive Nonindependent Director due to health reasons on July 21, 2021. The Board expressed its deep appreciation and gratitude for the many years and dimensions of his wise counsel and stewardship of the Syngene business and its growth. The Board also acknowledged that his strong managerial and governance experience together with financial expertise were key to establishing the strong corporate governance that the Company is recognized for.

II. Appointment

Dr Kush Parmar (DIN:09212020) was appointed as Independent Director of the Company on June 22, 2021.

III. Re-appointment

Dr Carl Decicco (DIN:08576667), who was an Independent Director on the Board ceased to be an Independent Director on

February 28, 2022 and was appointed as an Additional Director (Non-Executive Non-Independent) w.e.f. March 01, 2022. The Company continues to fulfill the requirement of Board constitution as required under the SEBI Listing Regulations even after the change in the directorship status of Dr Carl Decicco from Independent Director to Non-executive Non-independent Director.

The shareholders, at the Annual General Meeting (AGM) of the Company held on July 22, 2020, had appointed Sharmila Abhay Karve (DIN:05018751) as an Independent Director for a tenure commencing from August 01,2019 until the conclusion of the forthcoming AGM. The Nomination and Remuneration Committee at its Meeting held on 26th April, 2022 on the basis of performance evaluation of Independent Directors has recommended to the Board that continued association of Sharmila Abhay Karve as an Independent Director of the Company would be beneficial to the Company. The decision was made based on the business knowledge, acumen, experience and the substantial contribution made by Sharmila Abhay Karve during her tenure.

Based on the above and the performance evaluation of Independent Directors, the Board recommends the reappointment of Sharmila Abhay Karve as Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years from conclusion of the 29th AGM.

Kiran Mazumdar Shaw (DIN:00347229), Non-Executive Chairperson 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.

Brief resume of the Directors seeking appointment/ re-appointment at the ensuing AGM, in pursuance of Regulation 36(3) of SEBI LODR, is annexed to the AGM Notice.

KEY MANAGERIAL PERSONNEL

As on 31st March 2022, the Key Managerial Personnel (KMP) of the Company appointed under the provisions of Section 203 of the Companies Act, 2013, are Jonathan Hunt, Managing Director and CEO, 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 was reviewed and updated by the Board on NRC''s recommendation at its meeting held on January 19, 2022. 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

The Company has received declarations from all the Independent directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149 (6) & (7) of the Companies Act, 2013 and 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. All the Independent Directors were exempted from clearing the proficiency test as required by the Indian Institute of Corporate Affairs. However, Sharmila Abhay Karve had appeared for the test and cleared the same.

BOARD DIVERSITY

A diverse Board enables efficient functioning through its access to broad perspectives and diverse thought processes underpinned by a range of scientific, industrial and management expertise, gender, knowledge and geographical origins. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the 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/

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the annual performance of the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated as per the criteria laid down by the Nomination and Remuneration Committee and the Board. The evaluation details have been laid down in the Corporate Governance report that forms part of this Annual Report. The outcome of the Board evaluation for FY22 was discussed by the Independent Directors, Nomination and Remuneration Committee and the Board at their respective meetings held on January 19, 2022.

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (four) times during the year under review. The details of Board meetings and attendance of the Directors is provided in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee has reviewed the accounts for the year ended March 31, 2022. The Board accepted all recommendations made by the Audit Committee.

The members of the Audit Committee are Paul Blackburn (Chairperson), Vinita Bali and Sharmila Abhay Karve, 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 internal control system is regularly tested and reviewed by Ernst & Young, the Independent Internal Auditor. The internal auditor is appointed by the Audit Committee of the Board. All possible measures are taken by the Audit Committee to ensure the objectivity and independence of the Internal Auditor, including quarterly one on one discussions. The Company also has a management audit team which carries out internal control reviews 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 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, 2022.

In compliance with Section 134(5) of the Companies Act, 2013, the Board, 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 31st March, 2022 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 22, 2019 had reappointed Ernst & Young LLP as the Company''s Internal Auditors for tenure of three years ending on September 30, 2022.

Secretarial Auditors

The Board pursuant to Section 204 of the Companies Act, 2013 had appointed V Sreedharan & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for FY22.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 vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report for the financial year ended March 31, 2022, issued by 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 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 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 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 CSR initiatives are based on the principle of making enduring impact through programs that promote education, science, social and economic inclusion and environmental sustainability. The Company is committed to innovation, science, affordability and access to healthcare. In line with this commitment and as a socially responsible organization, the Company has always invested in CSR programs aimed at making a difference to the lives of marginalized communities. Syngene''s CSR programs pivot around social welfare, environmental sustainability, healthcare and promoting education in the fields of science and medicine. The Company''s CSR activities this year have been executed directly and through Biocon Foundation. Biocon Foundation develops and implements healthcare, educational, infrastructure, rural development projects, promotes gender equality and safety of vulnerable sections of the society. The Company''s CSR policy is available on its website at https://www.syngeneintl.com/investors/corporate-governance/governance-reports-policies/. A detailed report on CSR activities is annexed to this Report as Annexure 7.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

With a view to ensuring that investors have access to standardized disclosures on ESG parameters, SEBI had, on May 10, 2021, recommended the adoption of business responsibility and sustainability reporting framework (BRSR). BRSR would become mandatory for the top 1000 listed companies (by market capitalization) from FY23. While the existing Business Responsibility Report (BRR) filing continues for FY22, listed entities have been given the option of adopting the new BRSR for FY22 in lieu of the BRR. The disclosures in BRSR are intended to enable businesses to engage more meaningfully with their stakeholders and encourage them to go beyond regulatory financial compliance and report on their environmental and social impacts. The Company has opted to voluntarily adopt BRSR for FY22. In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR forms part of this Annual Report.

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 conduct of the Company or any other unethical practices. The policy provides adequate

safeguard against victimization 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 FY22, no individuals have been denied access to the Chairman of the Audit Committee.

The Whistlebower 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 (POSH) Policy 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 FY22, one complaint was received and closed within the stipulated timeline.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS

During FY22 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 endeavors 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 Share 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; 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 FY22 and look forward to their continued support in future.

For and on behalf of the Board

Kiran Mazumdar Shaw

Place: Bangalore Chairperson

Date: April 27, 2022 DIN:00347229

Director’s Report