Syncom Formulations India Ltd Directors Report

To,

The Members of,

Syncom Formulations (India) Limited

The Directors presenting their 38th Annual Report on the affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March, 2026 of Syncom Formulations (India) Limited ( the Company or Syncom ).

Highlights of Performance / State of Affairs on Standalone Basis

Total income for the year was Rs. 51,753.92Lakhs as compared to Rs. 48,004.05Lakhs in the previous year;

Net sales for the year was Rs. 48,657.28 Lakhs as compared to Rs. 46,284.93 Lakhs in the previous year;

Pro t before tax for the year was Rs. 10,052.51 Lakhs as compared to Rs. 6,465.82 Lakhs in the previous year; and

Pro t after tax for the year was Rs. 7,600.80 Lakhs as compared to Rs. 4,887.18 Lakhs in the previous year.

Financial Results (Rs. In Lakhs except EPS)

	Standalone		Consolidated
Particulars
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations (Gross)	48,657.28	46,284.93	48,917.15	46,501.26
Other Income	3,096.63	1,719.12	3,133.99	1,743.40
Total Income	51,753.91	48,004.05	52,051.14	48,244.66
Total Expenditure except Interest and Depreciation	40,941.38	40,934.4	41,174.15	41,088.09
Pro t before Interest, Depreciation & Tax (EBIDTA)	10,812.53	7069.65	10,876.99	7156.57
Less : Interest	110.48	85.02	115.50	86.49
Less: Depreciation	653.23	519.39	653.23	519.39
Pro t before Tax and exceptional item	10,048.82	6,465.24	10,108.26	6,550.69
Less : Exceptional Item	(3.69)	(0.58)	(3.69)	(0.58)
Pro t before Tax	10,052.51	6,465.82	10,111.95	6,551.27
Less : (a) Current Tax	2,291.28	1,471.46	2,307.16	1,493.35
(b) Tax adjustments related PY	(20.99)	(26.20)	(20.43)	(18.92)
(c) Deferred Tax	181.42	133.38	181.42	133.38
Net Pro t After Tax for the Year	7,600.80	4,887.18	7643.80	4,943.46
Add : Other Comprehensive Income	(360.73)	458.02	(360.73)	458.02
Net Pro t Including Comprehensive Income	7,240.07	5,345.20	7,283.07	5,401.48
Paid up Equity Share Capital	9,400.00	9,400.00	9,400.00	9,400.00
EPS (Equity Shares of Re. 1/- each)
- Basic (in Rs.)	0.81	0.52	0.81	0.53
- Diluted (in Rs.)	0.81	0.52	0.81	0.53

Dividend

Your Board of directors are pleased to recommend a dividend of Rs. 0.10 per equity share, (i.e., 10% on the face value of Rs. 1/- each), for the financial year 2025-26, subject to the approval of the Members at the ensuing Annual General Meeting. No dividend was recommended for the financial year 2024-25.The aforesaid nal dividend if any approved by the members shall be payable to those members whose names appears in the records (subject to the consideration of the request for relinquishment of the rights for participate in the nal dividend, if any) of the shareholders as on the cut-off date 23rd September, 2026.

Such shareholders of the company who wishes to relinquish their rights to participate in the dividend @ 10% (Rs. 0.10) per share for the year 2025-26 are requested to ll up the form as available on the website of the company www.syncomformulations. com and send it to the Company Secretary or the Registrar and Share Transfer Agent of the company by way of email at nance@s l.in/investors@ankitonline.com or by the Registered Post at the Registered Office of the company or by hand as the case may be received by them on or before 23rd Sept., 2026 to ascertain the actual number of shares and amount payable to them.

Dividend Distribution Policy

Your company was categorized among the Top 1000 Listed Companies by BSE Ltd., based on the market capitalization as at 31st March, 2023. In compliance with Regulation 43A of the SEBI (LODR) Regulations, 2015 ( Listing Regulations ), the top 1000 listed companies are required to formulate the Dividend Distribution Policy. Accordingly, the Company adopted such a policy to outline the parameters and circumstances that board of Directors will consider while determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. As a part of its commitments to good corporate Governance practice, the company has continued to host this policy on the Website of the Company. The policy is available on the website of the Company at the web link https://syncomformulations.com/s l/wp-content/uploads/2022/12/10Dividend-Distribution-Policy.pdf

Share Capital

The paid up Capital of Syncom as on 31st March, 2026 was Rs. 94.00 Crores divided into 94.00 Crores equity shares of Re. 1/- each and the entire existing equity shares of the company is listed with BSE Ltd. and National Stock Exchange of India Ltd. (NSE) During the year under review, Syncom has neither issued any share with differential voting rights nor granted stock options nor sweat equity.

Change in the Capital Structure and Listing at the Stock Exchanges

During the year under review there was no change in the capital structure of the Company, and no further listing of shares was required on any stock Exchange.

Alteration in Memorandum and Articles of Association of the Company

Your Board would like to draw your kind attention that, on the directions of Madhya Pradesh Power Transmission Company Limited (MPPTCL), the members at the 37th Annual General Meeting held on 29th September, 2025 have approved the matter related to alteration of the Memorandum of Association of the company by inserting Clause III(A)(2) with the entire new Clause III(A)(2) related to power generation and insertion of new clause III(A)(6) and III(A)(7) related to manufacturing and trading of nutraceuticals, dietary supplements, health supplements, functional foods, herbal and ayurvedic preparations, vitamins, minerals, proteins, antioxidants, natural extracts, organic and wellness products, and all related healthcare and nutrition-based goods and Real Estate Business respectively. and insertion of the Article authorising Board of Directors related to electricity generation and related activities of the company.

Change in Nature of Business

There is no change in nature of business activities during the period under review except that, the company has obtained approval from the members of the company at their 37th Annual General Meeting held on 29th September, 2025 to carry on the business related to manufacturing and trading of nutraceuticals, dietary supplements, health supplements, functional foods, herbal and ayurvedic preparations, vitamins, minerals, proteins, antioxidants, natural extracts, organic and wellness products, and all related healthcare and nutrition-based goods and Real Estate Business.

Business Transfer

There is no transfer of business during the period under review.

Transfer to Reserves

During the year under review your company does not propose to transfer any amount to the general reserves or any other reserves. (Previous year: NIL).The Company has reserves and surplus of Rs. 31,830.45 Lakhs (PY Rs. 24,590.38 Lakhs)

Finance

Cash and cash equivalent as at 31st March, 2026 was Rs. 512.03 Lakhs as compared to Rs. 69.23 Lakhs in previous year. Syncom continues to focus on proper management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Business Responsibility Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 (Last updated on: 30thJanuary,2026) the Business Responsibility and Sustainability Reporting (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.The BRSR forms part of the Annual Report and can also be accessed on the Companys website at the Business Responsibility Report Syncom Formulations (India) Limited.

Transfer of the Amount of Unpaid Dividend and Equity Shares to Investor Education & Protection Funds (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( the Rules ) all unpaid or unclaimed dividend for a continuous period exceeding 7 consecutive years are required to be transferred by the company to the IEPF Authority established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the resulting shareholders for 7 (seven) consecutive years or more are also required to be transferred to the Demat account of the IEPF Authority.

Syncom has already transferred all the unclaimed and unpaid dividends which were required to be transferred till the date of this report to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed for the year 2021-22 in the Company have been given in the Corporate Governance Report attached with the annual report of the Company and hosted at the website of the Company.

Deposits

Your Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2026. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt. in Rs.
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits,
	At the beginning of the year	N.A.
	Maximum during the year,
	At the end of the year
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There is no deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made there under.

Particulars of Loans, Guarantees, Security or Investments

Your company has not given any guarantee or provided any security to the other business entity during the financial year. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements provided in this Annual Report.

The investment and loans made by the company are within the powers of the Board of directors as specified under the provisions of section 186 the Companies Act, 2013 and are given in the notes to the Financial Statements provided in this Annual Report.

Management Discussion and Analysis Report Global economic overview

The global economy has, thus far, absorbed the shock of the Middle East conflict better than initially feared, though the disin ation trend that had been in place since early 2024 has stalled. As per the International Monetary Funds July 2026 World Economic Outlook Update, global growth is projected at 3.0% for 2026 and 3.4% for 2027 - broadly unchanged on a cumulative basis from the April 2026 projections - as the drag from elevated energy prices and geopolitical tensions is partly offset by a technology and arti cial intelligence-led investment boom. Global headline in ation, however, has been revised upward to 4.7% for 2026 (from 4.1% in 2025), driven principally by higher energy and food costs, before it is expected to ease to 3.9% in 2027.

The pace of global trade expansion is also estimated to slow markedly to 3.5% in 2026, from 5% in 2025, reflecting continuing trade fragmentation and elevated tariff regimes across major economies. Financial conditions, which tightened sharply in April 2026, have since eased and remain accommodative relative to historical norms.

The global pharmaceutical industry continues on its long-term growth trajectory notwithstanding this uncertain macroeconomic backdrop. Global spending on medicines is projected to reach approximately US$ 2.4 Trillion by 2029, growing at a CAGR of 5-8%, with total usage approaching nearly 4 Trillion defined daily doses by the end of the decade. Growth continues to be led by oncology, immunology, diabetes and obesity therapeutics, supported by a steady stream of new brand launches in the leading developed markets, even as the impact of exclusivity losses on originator brands intensi es. Volume growth in emerging and pharma-emerging markets - including India, China, Latin America and Southeast Asia - continues to outpace mature markets such as North America, Western Europe and Japan, where per capita consumption is already high and incremental growth is comparatively moderate.

Indian Economic Overview

India retained its position as the worlds fastest-growing major economy during FY 2025-26, supported by resilient private consumption, sustained capital expenditure and a broadly stable policy environment. As per provisional estimates, Indias real GDP is estimated to have grown by approximately 7.6% in FY 2025-26, an acceleration from 6.5% in FY 2024-25, driven by a strong expansion in manufacturing (10.7%, up from 9.3%) and a pronounced services boom (11%, up from 6.6%) in contact-intensive sectors such as trade, hotels, transport and communication, even as agriculture and allied activities moderated to 3% growth from 4.2% in the previous year, underlining continuing structural vulnerability to climate variability. The Reserve Bank of India, while maintaining its repo rate at 5.25% through the year, has projected growth to moderate to around 6.6%-6.9% in FY2026-27 amid downside risks from continuing geopolitical tensions and an expected lower-than-normal monsoon, while in ation is projected to remain within its tolerance band, supported by proactive monetary policy notwithstanding global commodity price fluctuations.

Indias pharmaceutical market is estimated at approximately US$ 60 Billion in calendar year 2026 (as per Mordor Intelligence; IQVIA places the domestic market at over Rs. 2.4 lakh crore for CY2025, growing at 7-8%), and is projected to reach approximately US$ 80 Billion by 2031, growing at a CAGR of around 5.7-6%, with several independent estimates placing the industry on a path towards US$ 130-145 Billion by the turn of the decade on the back of biosimilar adoption, domestic API availability and export competitiveness.

This growth continues to be driven by expanding healthcare access, a growing burden of chronic and lifestyle diseases, rising insurance penetration, and Indias continued reliance on affordable, high-quality generic medicines. Growth, however, remains uneven - large-volume therapies under the National List of Essential Medicines (NLEM) continue to face price caps and periodic downward revisions, even as faster value growth is concentrated in chronic and specialty segments such as oncology, anti-diabetics and, increasingly, the GLP-1 category, which is expected to see patent expiries and an estimated CAGR of over 30% through 2030.

The Indian pharmaceutical industry continues to solidify its position as the Pharmacy of the World - the third-largest producer of pharmaceuticals globally by volume as per the Economic Survey 2025-26 - underpinned by a strong scienti c and manufacturing base and cost-competitive production capabilities.

Notwithstanding this growth outlook, several structural challenges persist. Underfunded public healthcare infrastructure, currency volatility and continuing geo-political conflict remain areas of concern.

Segment Wise or Product Wise Performance

Business segments of the Company:

Syncom has the following three business segments during the year 2025-26.

1) Manufacturing and dealing in Pharmaceutical Drug and Formulations;

2) Trading of Commodities;

3) Renting of Properties.

The segment-wise performance is given in Note 42 to the Audited Financial Statements.

SYNCOM: is considered as A Global Pharmaceutical Company

Company Overview

Syncom is committed to delivering innovative medicines and vaccines that address the evolving healthcare needs of India and improve the quality of life for millions in the country. Your Companys broadly diversi ed portfolio includes a wide range of general medicines that are manufactured locally while also offering vaccines and specialty medicines that are exported. With more than 1,000 employees, and an extensive distribution network domestically and internationally to support this diverse portfolio, we draw on strong R&D capabilities, scaled-up manufacturing and an extensive commercial network.

Our products include tablets, capsules, injectables, sprays, ointments, creams and liquids, enabling us to serve diverse markets effectively. Our manufacturing infrastructure is complemented by integrated R&D capabilities that encompass both early-stage novel research and generic development, backed by global clinical trial operations. Guided by our purpose of Reaching People and Touching Lives Globally, we remain focused on expanding access to high-quality healthcare and creating long-term value through operational discipline, scienti c progress and strategic growth.

Situational Analysis Threats:

Regulatory Price Controls: Pharmaceutical industry continues to face challenges from pricing regulations on drugs brought under the National List of Essential Medicines (NLEM), which impacts revenue potential and profit margins. Your Company continues to focus on volume-led growth and maintains constant supplies of high quality and affordable medicines.

Growing threats of generics: The industry faces growing threats from the increased availability and affordability of generic drugs, driven by patent expirations, the rise of biosimilars, and Indias own strong position as a major exporter of generic drugs.

Supply chain vulnerabilities: Elevated global energy prices, continuing geopolitical tensions and Indias continued 70-74% dependence on China for APIs and key raw materials have kept supply chains under pressure, intensifying input cost fluctuations and creating risks to procurement stability and manufacturing costs.

Opportunities:

Market expansion: Your Company sees significant potential in expanding its presence globally. The rapidly growing e-pharmacy market in India, aided by CDSCO e-pharmacy rules and rising integration with the Ayushman Bharat Digital Mission, presents a compelling opportunity to enhance accessibility and reach in previously under served markets. By leveraging digital platforms alongside physical presence, your Company aims to create a seamless healthcare delivery ecosystem that bridges the urban-rural divide and expands its customer base.

Adult vaccination ecosystem: Indias increasing life expectancy and growing elderly population highlight the need for preventive healthcare.

Occupational Health &Safety (OH&S)

This initiative involved and positively engaged all levels of personnel across the plant and the Companys business. With regard to employee safety, two key areas of focus identified were Facility Management for employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for employees, such as washrooms with bathing facilities, restrooms, and availability of drinking water and canteen facilities, among others. The Equipment, Tools & Material Management programme ensured that the tools used by employees were safe. The process of screening contractors was made more stringent to ensure that engaged personnel remain aligned with the Companys objective ofensuring Zero Harm.

Material developments in human resources/ industrial relations front, including number of people employed.

Syncom has always acknowledged the importance of its human capital as a fundamental source of its success. Several initiatives have been undertaken during the year to support the business through organisational ef ciency, process change support and various employee engagement programmes, which have helped the Organisation achieve higher productivity levels. Significant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirements.

Syncoms HR processes, including hiring and on boarding, fair and transparent online performance evaluation and talent management processes, state-of-the-art workmen development processes, and market-aligned policies, continue to be seen as benchmark practices in the industry. During the year under review, the following

Human Resources initiatives received greater focus:

Quality: Building talent with respect to competence and compatibility according to the needs of the Company, with continued focus on improving the same through correct knowledge, for the benefit of both the Company and its employees.

Leadership Development: As part of leadership development, talented employees continue to be seconded to the senior leadership team to be mentored and prepared for the next higher role.

Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects, which enable them to look at initiatives from different perspectives and thereby provide a platform to become result oriented. This has helped greatly with the overall development of employees and has significantly arrested the attrition rate.

Gender Equality: Syncom, as a Company, has a policy to promote gender equality. We hire female employees and mentor and groom them to take up higher managerial positions, while also encouraging a healthy work-life balance.

Details of Significant Changes in Key Financial Ratios

Details of Significant Changes in the Key Financial Ratio is provided in Note 50 of the Financial Statement. Further, Return on Net worth for the current year is 20.21%(previous year was17%) and the reason for such change is increase in net worth is due to increase in profits of the company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The company has constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment at the workplace. The Policy is applicable to all employees including permanent, contractual, temporary employees and trainees, as well as other persons are covered within the scope of the applicable law. The Statement showing the number of complaints of Sexual harassment led and the number of complaints pending at the end of the financial year is shown as under: -

	No. of complaints	No. of complaints	No. of complaints	Total number of
Category	pending at the beginning	led during the	pending as at the	complaints pending
	of F.Y. 2025-26	F.Y. 2025-26	end of F.Y. 2025-26	more than 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

The Management of Syncom is committed to providing a safe, secure and respectful working environment for all female employees of the Company and to ensuring that appropriate measures are in place to prevent and address any instances of harassment or misconduct at the workplace.

Statement related to compliance of the Maternity Benefit Act, 1961

The company is in compliance with all the applicable provisions and regulations set forth in the Maternity Benefit Act, 1961. The company is committed to upholding the rights and welfare of our female employees, ensuring they receive all the benefits and protections mandated by this important legislation including their hygiene, etc.

Corporate Social Responsibility Initiatives

In view of the profit of Syncom during immediate preceding financial year, Syncom is required to undertake Corporate Social Responsibility (CSR) activities during the year 2025-26 as per provisions of section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Syncom has undertaken activities in the areas of Education and Health as covered in the Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure- A and the CSR policy is available at the website of the Company at https://syncomformulations.com/ The Board con rms that the Company has obtained the responsibility statement of the CSR Committee on the implementation and monitoring of the CSR Policy during the year as enclosed to the Board Report.

Risk Management Policy and Internal Adequacy

Syncom has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee, Risk management Committee and the Board of Directors of Syncom.

Syncom has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Risk Management Committee of the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Further, the Board of Syncom has formulated a Risk Management Policy as required under SEBI Listing Regulations and the copy of the same is available at the website of the Company at Risk-Management-Policy.pdf (syncomformulations.com)

Vigil Mechanism/Whistle Blower Policy

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the https://syncomformulations.com/ and the same is being attached with this Report as Annexure-B .

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated of cer under the Vigil Mechanism.

Subsidiaries, Associate companies and Joint Ventures:

During the year your Company has 3 (three) wholly owned subsidiary companies namely;

Name of the Company	Status	% age of Holding
Synmex Pharma Private Limited	Wholly Owned Subsidiary	100.00%
Vincit Biotech International Private Limited	Wholly Owned Subsidiary	100.00%
Sante Biotech Private Limited	Wholly Owned Subsidiary	100.00%

Highlight on performance of the Wholly-owned Subsidiary is provided in Form AOC-1 is attached herewith as Annexure-C .

Further, the company does not have any Holding, Associate or Joint Venture companies during or at the end of the financial year 31st March, 2026.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 ( the Act ) and the applicable Indian Accounting Standards (Ind AS) notified by the Central Government, the Company has prepared Consolidated Financial Statements which present the financial results of Syncom together with its 3(three) wholly owned subsidiaries. The Consolidated Financial Statements provide a true and fair view of the financial position, performance, and cash flow of the Company and its subsidiaries as a single economic entity. The audited Consolidated Financial Statements for the financial year ended 31st March, 2026, form an integral part of this Annual Report and are prepared in compliance with the requirements of the Act, SEBI (LODR) Regulations, 2015 and applicable Ind AS.

Voting by Electronic Means

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility are being given with the notice of the Meeting.

Board of Directors, KMPs and Meetings of the Board

Declaration of Independency by Independent Directors

The Company has received the necessary declaration from all independent directors as required under section 149(6) of the Companies Act, 2013, confirming that they meet the criteria of Independence as prescribed under Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.In the Opinion of the Board, all the Independent Directors ful lls the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and all the Independent Directors have registered themselves with the Directors database maintained with IICA.

Changes in Directors and Key Managerial Personnel during the period under review:

1. Cessation of Smt. Rinki Ankit Bankda (DIN: 06946754) as a Whole-Time Director of the Company with effect from 8th August, 2025 due to her resignation;

2. Cessation of Shri Ankit Kedarmal Bankda as Chief Financial Of cer of the Company with effect from 8thAugust, 2025 due to his resignation;

3. Appointment of Shri Ankit Kedarmal Bankda (DIN:02359461), as the Additional Director and further designated as the Chairman and Whole-time Director of the Company for a term of 3 (three) years w.e.f. 9th August, 2025 which was con rmed by the members at the 37th AGM of the Company held on 29th Sept., 2025;

4. Appointment of Shri Rahul Vijay Bankda as a Chief Financial Of cer of the Company with effect from 9th August, 2025.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro ciency) of the independent directors appointed during the year:

No Independent director was appointed during the year however the Board is of the opinion that all the Independent Directors so appointed earlier by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

Directors liable to retire by rotation and seeking re-appointment:

Shri Ankit Kedarmal Bankda (DIN: 02359461), Whole-time Director of the Company, is liable to retire by rotation at the ensuing 38thAnnual General Meeting of the Company and, being eligible, has offered himself for re-appointment at the said AGM.

Directors seeking re-appointment/appointment in the ensuing 38th Annual General Meeting.

a) Con rmation of appointment of Shri Rahul Vijay Bankda (DIN: 00827827) who was appointed as the Additional Director of the company w.e.f. 12th August, 2026 and further confirmation for his appointment as the Managing Director of the company w.e.f. 12th August, 2026 for a term of Three (3) years. Details of his appointment are provided in the notice of Annual General Meeting under Item No. 5and 6 of the notice.

b) Con rmation of appointment of Smt.Rinki Ankit Bankda (DIN: 06946754) who was appointed as the Additional Director of the company w.e.f. 12th August, 2026 and further confirmation for her appointment as the Whole-time Director of the company w.e.f. 12th August, 2026 for a term of Three (3) years. Details of her appointment is provided in the notice of Annual General Meeting under Item No. 7 and 8 of the notice.

c) Re-appointment of Smt. Ruchi Jindal (DIN: 09633465), Independent Women Director of the Company whose first term of 5 (Five) consecutive years will be expired on 28th June, 2027 and Your Board is proposing to re-appoint her for the second and nal term of 5 ( ve) consecutive years w.e.f. 29th June, 2027 as a Director not liable to retire by rotation.

Key Managerial Personnel s

As on 31.03.2026, Syncom is having following 5(Five) Key Managerial Personnels who are functioning as the Key Managerial Personnel under section 203 of the Companies Act, 2013.

(1) Shri Ankit Kedarmal Bankda, Chairman & Whole-time Director; (2) Shri Vijay Shankarlal Bankda, Managing Director; (3) Shri Kedarmal Shankarlal Bankda, Whole-Time Director (4 ) Shri Rahul Vijay Bankda, Chief Financial Of cer and (5) CS Vaishali Agrawal, Company Secretary and Compliance Of cer.

Changes in Director s and Key Managerial Personnel after closure of the financial year and before approval of this report

Subsequent to the closure of the financial year ended 31st March, 2026 and up to the date of approval of this Boards Report, the following changes have taken place in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company: i. Cessation of Shri Kedarmal Shankarlal Bankda (DIN:00023050) due to his resignation from directorship including Whole-time Director w.e.f. the closure of business hours of 11thAugust, 2026. ii. Cessation of Shri Vijay Shankarlal Bankda (DIN:00023027) due to his resignation from the directorship including Managing Director of the Company, with effect from the closure of business hours of 11thAugust, 2026. iii. Cessation of Shri Rahul Vijay Bankda due to his resignation from the post of Chief Financial Of cer (CFO), from the closure of business hours of11thAugust, 2026 and subsequent new appointment of Shri Rahul Vijay Bankda (DIN: 00827827) as the Additional Director under the category of

Executive Promoter Director and further designated him as the Managing Director of the company w.e.f. 12th August, 2026which is subject to approval of members in the forthcoming 38thAnnual General Meeting and details of the same has been placed before the members in the Notice of AGM. iv. Appointment of Smt. Rinki Ankit Bankda (DIN: 06946754) as the Additional Director under the category of Executive Director and further designated her as the Whole-time Director of the company w.e.f. 12th August, 2026 which is subject to approval of members in the forthcoming 38thAnnual General Meeting and details of the same has been placed before the members in the Notice of AGM. v. Appointment of Shri Ankur Vijay Bankda as the Chief Financial Of cer (CFO) and Key Managerial Personnel under the category of Senior Management Personnel, with effect from 12th August, 2026.

Composition of the Board

At the closure of the Financial Year, Syncom was having total 6(Six) directors in the Board including 3(three) Independent Directors including 1(One) Woman Independent Director and is in compliance of the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as applicable to the Company.

Number of meetings of the Board and Committees

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are con rmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board and Committee are held at the Corporate Office at Indore (M.P.). The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors/members to take an informed decision.

The Board met 6(Six) times in financial year 2025-26 viz., on 19th May 2025, 8th August 2025, 31st October 2025, 12th November 2025, 12th February 2026 and 25th March 2026. The maximum interval between any two meetings did not exceed 120 days. The Company has complied with all the requirements of the Secretarial Standard-1 in respect of the Board and the Committee Meetings.

Board independence

The de nition of Independence of Directors is derived from SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, Shri Ankit Jain, Shri Ritesh Kumar Lunkad and Smt. Ruchi Jindal are the Non-Executive and Independent Directors in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013.

Policy on Directors appointment and remuneration

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at https://syncomformulations.com/ and the same are also covered in Corporate Governance Report forming part of this annual report.

Annual evaluation by the Board

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Directors Responsibility Statement

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, con rm that:

a. that in the preparation of the annual financial statements for the year ended 31stMarch, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 and 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Committees of the Board

During the year under review, the Board has the 5 (Five) Committees , as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as follows:

(a) Audit Committee;	(b) CSR Committee;
(c) Nomination and Remuneration Committee ;	(d) Stakeholders \u2019 Relationship Committee ;

(e) Risk Management Committee;

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance , a part of this Annual Report and placed on the website at www.syncomformulations.com.

Related Party Transactions

All related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by Syncom with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of Syncom. Therefore, there is no requirement to furnish any details in Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and reviewed the same periodically also the Board for their consideration on a quarterly basis.

The Company has formulated Related Party Transactions Policy, Standard Operating Procedures for purpose of identi cation and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.syncomformulations.com.

Signi cant and Material Orders passed by the Regulators or Courts

Your Board would like to inform that, no significant or material order has been passed by any Regulator or courts during the year under review.

Auditors

Statutory Auditors& their report: The Shareholders at their 34th Annual General Meeting (AGM) held on 19th September, 2022 had approved the reappointment of M/s Sanjay Mehta & Associates, Chartered Accountant (F.R.N.011524C), as Statutory Auditors to hold office for the period of second consecutive term of 5( ve) years from the conclusion of 34th AGM till the conclusion of 39th Annual General Meeting to be held in the year 2027. The Company has obtained confirmation for their independency and eligibility to act as the Statutory Auditors.

The Board takes pleasure in stating that no such observation has been made by the Auditors in their report which needs any further explanation by the Board. The Auditors Report is enclosed with the Financial Statement with this Annual Report.

Cost Audit and Records: Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is maintained by the Company in respect of its drug formulation activity is required to be audited. Your directors had, on the recommendation of the Audit Committee, appointed M/s M. Goyal & Co. Cost Accountants (Firm Registration No. 000051) to audit the cost accounts of the Company for the financial year 2026-27 on remuneration of Rs. 50,000/-plus GST as required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their rati cation. Accordingly, a Resolution seeking Members rati cation for the remuneration payable to M/s M. Goyal & Co, Cost Accountants is included in the Notice of the 38th Annual General Meeting and recommend passing the resolution.

Your Company has led the Cost Audit Report for the year 2024-25 to the Central Government on 3rd October, 2025 which was self-explanatory and needs no comments.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Members had appointed M/s D.K. Jain & Co., Company Secretaries (Firm Reg. No. S2003MP064600)as the Secretarial Auditor of the Company for a period of 5 ( ve) consecutive years commencing from the conclusion of the 37th Annual General Meeting until the conclusion of the 42ndAnnual General Meeting to be held in the calendar year 2030. Accordingly, M/s. D.K. Jain & Co., Company Secretaries, continue to act as the Secretarial Auditor of the Company for the financial year 2025-26.CS (Dr.) Dilip Kumar Jain, Proprietor of M/s. D.K. Jain & Co., Company Secretaries, has con rmed that the rm continues to satisfy the eligibility requirements and is not disqualified from continuing as the Secretarial Auditor of the Company under the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Secretarial Audit Report for the financial year ended 31st March 2026 in Form MR-3 is attached as Annexure D and forms part of this Report. The Board takes pleasure in stating that no such observation has been made by the Secretarial Auditors in their report which needs any further explanation by the Board.

Disclosure of frauds against the Company:

There were no instances for reportable fraud to the Central Government as covered under section 134(5)(e) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2025-26.

Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Statutory Auditor of the Company confirming compliance with the conditions of the corporate governance is appended and forms a part of this report along with the Certificate of Non-Disquali cation of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

MD & CFO Certification

Certi cate obtained from Shri Vijay Shankarlal Bankda, Managing Director and Shri Rahul Vijay Bankda, Chief Financial Of cer, pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 and for the financial year under review was placed before the Board at its meeting on 22ndMay, 2026.A copy of the certificate on the financial statements for the financial year ended 31stMarch, 2026 is annexed along with the Corporate Governance Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014, is annexed here with as Annexure-E .

Material Changes and Commitments Affecting the Financial Status of the Company

There are no material changes or commitments affecting the financial position of the Company during the Financial Year to which these financial statements relate and the date of report.

However, the following changes in the Board of directors, Managing Directors, whole-time Director and Chief Financial Of cer took place after the closure of the financial year on 31st March, 2026 till the date of this report due to the internal succession planning by the promoter group including health issues which may have effect on the business performance of the Company.

(i) Cessation of Shri Kedarmal Shankarlal Bankda (DIN:00023050) due to his resignation from directorship including Whole-time Director and Shri Vijay Shankarlal Bankda (DIN:00023027) due to his resignation from the directorship including Managing Director of the Company, with effect from the closure of business hours of 11th August, 2026.

(ii) Cessation of Shri Rahul Vijay Bankda due to his resignation from the post of Chief Financial Of cer (CFO), from the closure of business hours of 11th August, 2026.

(iii) Appointment of Shri Rahul Vijay Bankda (DIN: 00827827) as the Additional Director under the category of Executive Promoter Director and further designated him as the Managing Director and Smt. Rinki Ankit Bankda (DIN: 06946754) as the Additional Director under the category of Executive Director and further designated her as the Whole-time Director of the company w.e.f. 12th August, 2026

(iv) Appointment of Shri Ankur Vijay Bankda as the Chief Financial Of cer (CFO) and Key Managerial Personnel under the category of Senior Management Personnel, with effect from 12th August, 2026.

However, there is no change in control in the Promoter / promoter group hence there is no applicability of the provisions of SEBI (SAST).

Extract of Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at www.syncomformulations.com.

Ratio of Remuneration of each Director to the Median Employees Remuneration and Particulars of the Employees

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees can be obtained from the company separately through email.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee is drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. during the Financial Year.

Familiarisation Program for Independent Directors

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the companys success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the companys website at https://syncomformulations.com/ and the web link for the policy and details of the Familiarization Program imparted to the Independent Directors during the financial year at https://syncomformulations.com/

Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Green Initiative

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

General Disclosure:

Your Board of directors state that during the year under review: a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary. c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Your Company has not declared and approved any Corporate Action viz buy back of securities, declaration of dividend, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines.

e) There were no revisions in the Financial Statement and Board s Report.

f) The company has not led any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

g) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

h) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

Cautionary Statement

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

Acknowledgements

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continuous help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

	For and on behalf of the Board
	Ankit Kedarmal Bankda
Place: Indore	Chairman & Whole-time Director
Date:11th August, 2026	DIN: 02359461