Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

  • Date: Wednesday, July 29, 2026
  • Time: 3:30 PM IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Venue: Virtual meeting through VC/OAVM platform provided by KFin Technologies Limited
  • Deemed Venue: Syngene International Limited, Celebrity Paradise Layout, Doddathoguru, Electronic City Phase I, Electronic City, Karnataka 560100

Proposed Resolutions and Implications

Ordinary Business:

Item 1: Adoption of Audited Financial Statements

  • Resolution to adopt standalone and consolidated financial statements for FY ended March 31, 2026
  • Ordinary resolution requiring approval under Section 137 of Companies Act 2013 and SEBI Regulations

Item 2: Declaration of Dividend

  • Final dividend of ₹1.25 per equity share (face value ₹10 each) for FY 2025-26
  • Record date: June 26, 2026
  • Payment to be made within 30 days of shareholder approval
  • Ordinary resolution under Section 123 of Companies Act 2013

Item 3: Re-appointment of Professor Catherine Rosenberg

  • Re-appointment as Non-Executive Director liable to retire by rotation
  • DIN: 06422834
  • Ordinary resolution under Section 152 of Companies Act 2013

Item 4: Appointment of Statutory Auditors

  • Appointment of M/s S. R. Batliboi & Associates LLP (ICAI Firm Registration No. 101049W/E300004)
  • Term: Five consecutive years from 33rd AGM until 38th AGM conclusion
  • Remuneration to be mutually agreed between Board and Auditors
  • Ordinary resolution under Sections 139, 142 of Companies Act 2013

Special Business:

Item 5: Payment of Remuneration to Directors in Case of Absence/Inadequate Profits

  • Special resolution to enhance overall managerial remuneration limits
  • For three financial years: FY 2026-27 to FY 2028-29
  • Overall limit increased from 11% to 15% of net profits
  • Executive Directors: up to 12% of net profits (from 10%)
  • Non-Executive Directors (including Independent Directors): up to 3% of net profits (from 1%)
  • Approval for payment in absence/inadequacy of profits as per Schedule V of Companies Act
  • Compliance with SEBI Listing Regulation 17(6)(e)

Item 6: Appointment of Siddharth Mittal as Managing Director & CEO

  • Special resolution for appointment effective July 01, 2026 for five years
  • DIN: 03230757
  • Remuneration package:
  • Fixed Compensation: ₹10,00,00,000
  • Short Term Incentive: ₹5,00,00,000
  • Long Term Incentive: ₹10,00,00,000
  • Total Compensation: ₹25,00,00,000 annually
  • Perquisites include mobile/telephone reimbursement, travel allowance, company car with chauffeur, club memberships (up to 3 clubs), insurance coverage
  • Six-month notice period for termination by either party
  • Clawback provision for malpractice or misconduct

Item 7: Appointment of Dr. Vijaya Chandru as Independent Director

  • Special resolution for appointment effective from AGM date
  • DIN: 00914988
  • Term: Until AGM in 2029
  • Not liable to retire by rotation

Item 8: Appointment of Dr. Arun Chandavarkar as Independent Director

  • Special resolution for appointment effective from AGM date
  • DIN: 01596180
  • Term: Until AGM in 2029
  • Not liable to retire by rotation

Item 9: Appointment of Ms. Vinita Bali as Non-Executive Director

  • Ordinary resolution for appointment from July 22, 2026 to July 21, 2027
  • DIN: 00032940
  • Liable to retire by rotation

Voting Process and Methods

  • Remote e-voting period: July 24, 2026 (9:00 hours) to July 28, 2026 (17:00 hours)
  • Cut-off date for voting eligibility: July 22, 2026
  • Voting methods:
  • Remote e-voting through KFin Technologies Limited platform
  • E-voting during AGM for those who haven't voted remotely
  • Individual shareholders (demat mode): Can vote through NSDL/CDSL platforms without separate registration
  • Physical shareholders and non-individuals: Require login credentials from KFintech
  • Scrutinizer: Mr. V Sreedharan, Practicing Company Secretary (FCS 2347; CP 833)
  • Alternate Scrutinizer: Mr. Pradeep B Kulkarni (FCS 7260; CP 7835)
  • Institutional shareholders: Required to send authorization documents by July 22, 2026, 17:00 hours to sree@sreedharancs.com

Key Voting Information

  • Maximum 2,000 members can join VC/OAVM (first-come-first-served)
  • No restriction for shareholders holding >2%, promoters, institutional investors, directors, KMPs, committee chairpersons
  • Login available 15 minutes before meeting time
  • Window for joining remains open until 15 minutes after scheduled time
  • Questions can be submitted during e-voting period until 24 hours before AGM
  • Speaker registration required between July 24-28, 2026
  • Physical attendance and proxy appointments not available due to virtual meeting

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and relevant rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circulars permitting virtual meetings
  • SEBI Circulars on e-voting and electronic communication
  • Secretarial Standards on General Meetings
  • All documents available for inspection at registered office or electronically

Additional Information

  • Dividend Payment: Through electronic mode mandated by SEBI circulars
  • TDS Compliance: Shareholders must update PAN and bank details for dividend payments
  • Dematerialization: Physical share transfers restricted per SEBI regulations
  • IEPF: Unpaid dividend for seven years transferred to Investor Education Protection Fund
  • Document Availability: Notice and Annual Report available on company website (www.syngeneintl.com), stock exchange websites, and KFintech portal

Financial Context (from Explanatory Statement)

  • FY 2025-26 Standalone Performance:
  • Revenue: ₹34,907 million
  • EBIDTA: ₹8,815 million
  • PAT: ₹3,049 million
  • Foreign shareholding: 14.07% as of March 31, 2026
  • USD 50 million investment in Syngene USA Inc. for biologics facility acquisition