Vigil Mechanism / Whistle Blower Policy

Preamble

Synokem Pharmaceuticals Limited ("Company") is committed to the highest standards of openness, probity, transparency and accountability. The Company has adopted an anti-bribery and anti-corruption policy which provides guidance on how to deal with bribery and corruption issues and to act professionally, fairly and with integrity in all business dealings and relationships wherever the Company operates. Any actual or potential violations of Company policies or applicable laws, however insignificant or perceived as such, are a serious concern. The role of employees and business associates in pointing out such violations cannot be undermined. Accordingly, this Vigil Mechanism / Whistleblower Policy ("Policy") provides a mechanism to raise concerns regarding such violations easily and without fear of retaliation.

Objective

The purpose of this Policy is to articulate the Company’s position on whistleblowing, the process, and the procedure to strengthen the whistleblowing mechanism in the Company. The objectives are:

• Provide a platform and mechanism for Employees and Business Associates to voice genuine concerns about unprofessional conduct without fear of retaliation.
• Provide an avenue to raise concerns on violations of regulatory or legal requirements, non-compliance with systems and procedures, wrongdoing, misconduct, irregularities, governance weaknesses, and financial reporting issues (e.g., mis‑selling, corrupt business practice, or violation of laws).
• Promote a responsible and protected whistleblowing environment; remind stakeholders of their duty to report suspected violations of Company policies or applicable laws.
• Encourage timely, safe, and open reporting of alleged wrongdoing or suspected impropriety.
• Ensure the identity of whistleblowers is protected and there is no retaliation.

Scope and Applicability

All subsidiaries, affiliates and associate companies of the Company and its joint venture partners are covered. The following stakeholders may make Protected Disclosures:

• Employees of the Company.
• Third parties working with or on behalf of the Company (intermediaries, suppliers, dealers, agents, distributors, transporters, consultants, customers, vendors, contractors and contract workers, and other business partners) (collectively, "Business Associates"); and customers of the Company.
• Any other person having an association with the Company.

Covered malpractices include, without limitation:

1. Manipulation of Company data/records.
2. Financial irregularities, including fraud or suspected fraud; deficiencies in internal control; deliberate error in preparation of financial statements; misrepresentation of financial reports.
3. Any unlawful act, whether criminal or civil.
4. Pilferage of confidential/proprietary information.
5. Deliberate violation of law/regulation.
6. Wastage/misappropriation of Company funds/assets.
7. Breach of Company policies or failure to implement or comply with approved policies.
8. Breach of anti‑bribery and anti‑corruption policy.
9. Negligence causing substantial and specific danger to public health and safety.
10. Any other unethical, biased, favoured, or imprudent event.
11. Non‑compliance with applicable laws.
12. Breach of IT Security and Data Privacy.
13. Any attempt to conceal any of the above.

Note: This Policy does not replace Company grievance procedures and must not be a route for malicious or unfounded allegations against colleagues.

Definitions

• Audit Committee: Committee constituted by the Board in accordance with the Companies Act, 2013 (as amended) and relevant regulations.
• Board: Board of Directors of the Company.
• Company: Synokem Pharmaceuticals Limited.
• Employee: All present employees and directors of the Company, its subsidiaries, affiliates, associate companies, and joint venture partners (in India or abroad).
• Disciplinary Action: Any action upon completion of/during investigation including warning, fine, suspension from duties, or any other action deemed fit considering the gravity of the matter.
• Good Faith: A reasonable basis for communicating unethical/improper practices or other alleged wrongful conduct; not malicious, frivolous, or knowingly false.
• Protected Disclosure / Disclosure: A written concern raised in Good Faith that discloses or demonstrates information evidencing unethical or improper activity (not speculative in nature).
• Subject: A person or group against or in relation to whom a Protected Disclosure is made or evidence gathered during an investigation.
• Compliance Officer: Designated officer determined by the Company to fulfill the requirements of this Policy.
• Whistleblower: A person making a Protected Disclosure under this Policy.

Protection to Whistleblower

A person raising a concern in Good Faith under this Policy will not be at risk of suffering any form of reprisal or retaliation, including discrimination, reprisal, harassment, or vengeance. Employees and Business Associates will not risk losing their job or termination of contract, or suffer any other loss due to making a Protected Disclosure. Any person assisting in the investigation will be protected to the same extent.

Protection is available provided that:

• The communication/disclosure is made in Good Faith.
• The Whistleblower reasonably believes the information and any allegations are substantially true.
• The Whistleblower is not acting for personal gain.

The Company will not tolerate harassment or victimization of anyone raising a genuine concern. Investigations will not be influenced by disciplinary or redundancy procedures already taking place concerning an individual reporting a matter under this Policy.

Accountabilities – Whistleblowers

• Bring improper practices to the Company’s attention as early as possible (sufficient cause for concern is adequate; proof may not be required).
• Avoid anonymity when raising a concern.
• Follow the procedures in this Policy for making a Protected Disclosure.
• Co‑operate fully with investigating authorities while maintaining confidentiality.
• Understand the intent is to bring genuine and serious issues to light; the Policy is not for petty disclosures.
• Note that malicious allegations may attract Disciplinary Action.
• Maintain confidentiality of the subject matter and identities involved to prevent destruction of evidence or prejudice to the investigation.
• Escalate to the Audit Committee if not satisfied with the outcome by the Compliance Officer.

Accountabilities – Compliance Officer and the Audit Committee

• Conduct enquiries in a fair, unbiased manner and ensure complete fact‑finding with strict confidentiality.
• Decide on outcomes (whether an improper practice has been committed and by whom).
• Recommend appropriate course of action including suggested Disciplinary Action and preventive measures.
• Record deliberations and document the final report.

Management Action on False Disclosures

• Employees/individuals who knowingly make false allegations of unethical & improper practices or alleged wrongful conduct are subject to Disciplinary Action, up to and including termination of employment/contract, per Company rules and procedures.
• No action will be taken against anyone who makes an allegation in Good Faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed.

Reporting of Disclosures

Disclosures should be made in writing and submitted by hand‑delivery, courier, or post to the Compliance Officer at:

Disclosures can also be made via email/phone to the Compliance Officer:

If no response is received from the Compliance Officer within sixty (60) days from the date of disclosure, the disclosure may be submitted to the Audit Committee at:

Procedure for Dealing with Disclosures

• The Compliance Officer shall acknowledge receipt as soon as practical (preferably within 7 days) where contact details are provided.
• The Compliance Officer will determine whether the allegations (assuming them true for this determination) constitute a malpractice and proceed to investigate; if not, the finding with reasons will be recorded and communicated to the Whistleblower.
• The investigation may involve document review and interviews. Individuals required to provide documents or access must do so and make themselves available at reasonable times.
• Investigations shall be conducted in a timely manner; a written report containing findings and recommendations shall be submitted to the Audit Committee as soon as practicable and, in any case, not later than 90 days from receipt. The Audit Committee may allow additional time based on circumstances.
• The Company will act quickly on the Audit Committee’s recommendations in cases of proven malpractice.
• To protect identity, personal information of the Whistleblower (Name, Designation, Department, Place of Posting, Contact Number, Email ID, Proof of Identity) will not be disclosed unless the Whistleblower makes the complaint public.

Access to Reports and Documents

All reports and records associated with Disclosures are confidential and access is restricted to the Audit Committee and Compliance Officer. Disclosures and any resulting investigations, reports or actions will generally not be disclosed to the public except as required by law/regulations or applicable corporate policy.

Amendment

The Board reserves the right to amend, suspend, or rescind this Policy in whole or in part at any time without assigning any reason. Difficulties or ambiguities will be resolved in line with the broad intent of this Policy. The Company may establish further rules and procedures to give effect to its intent and the objective of good corporate governance.

Acknowledgment

All relevant stakeholders are required to read this Policy and submit the certification in Annexure‑A confirming compliance. By acknowledging, recipients confirm they have received a copy of the Policy and understand their obligations to report suspected violations in Good Faith and to refrain from retaliation.