Year End :2025-03

We are pleased to present the 47^th (Forty-Seventh) Annual Report on the business and operations, along with the audited standalone and consolidated
financial statements and the Auditor's Report of the Company, for the Financial Year ended March 31,2025.

Financial Highlights

In ' million (except EPS)

Particulars	Standalone		Consolidated
	FY2025	FY2024	FY2025	FY2024
Total Income	24,849	23,203	164,699	156,212
Expenses	24,315	21,845	146,798	140,002
Share of loss of joint venture and associate, net	-	-	-	842
Profit before tax and exceptional items	534	1,358	17,901	15,368
Exceptional items, net	6,075	145	965	(116)
Profit before tax	6,609	1,503	18,866	15,252
Income tax	516	310	4,572	2,274
Non-controlling interest	-	-	4,161	2,753
Profit for the year	6,093	1,193	10,133	10,225
Other comprehensive income, net	(124)	(7)	3,563	2,688
Total comprehensive income	5,969	1,186	13,696	12,913
Earnings per Share (EPS) after exceptional items	5.09	1.00	8.46	8.55

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of the Company
have been prepared in accordance with the Indian Accounting Standards
('Ind AS') as notified under the Companies (Indian Accounting Standards)
Rules, 2015, as amended. The financial highlights and the results of the
operations, including major developments have been further discussed in
detail in the Management Discussion and Analysis Report.

Further, a statement containing the salient features of the financial
statements of our subsidiaries and joint venture pursuant to Section 129(3)
of the Companies Act, 2013, in the prescribed form AOC-1 is appended as
Annexure 1 to the Board's Report. The statement also provides details of the
performance and financial position of each subsidiary and joint venture.

State of Affairs

The highlights of the Company's Consolidated Financial performance are
as under:

Ý During the year, our consolidated income registered a growth of 5%
to ' 164,699 million from ' 156,212 million in FY24. From a segment
perspective, Generics recorded an annual growth of 8%, Biosimilars
grew by 2% and Research services registered a growth of 4%.
Biosimilars revenue grew by 15% adjusted for sales from Branded
Formulations Unit, India (BFI), BFI divestment gain, licensing income
and forex/ derivative accounting.

Ý Core operating margins (EBITDA margins net of licensing, forex and
R&D) stood at 28%.

Ý Profit for the year including non-controlling interest stood at ' 14,294
million compared to ' 12,978 million for FY24.

Ý The Effective Tax Rate (ETR) for the year before the exceptional item
was 23% (15% in FY24).

Exceptional items for FY25 (Consolidated):

a. During the year ended March 31, 2025, one of the subsidiaries of
Biocon Biologics Limited (BBL), subsidiary of the Company has raised
funds through issue of senior secured notes amounting to ' 66,763
million (USD 800 million) and new syndicated facility amounting to
' 26,705 million (USD 320 million). The funds are utilised to refinance
existing term loans. The unamortized portion of debt raise cost of
the retired term loans amounting to ' 1,216 million is written-off to
consolidated profit and loss account, classified as an exceptional item
in the consolidated financial statements. Consequential tax impact of
' 304 million was included within tax expense.

b. During the year ended March 31, 2024, one of the subsidiaries of BBL
recorded provision for inventory for a product due to its low demand
and consequentially lower probability of liquation amounting to '
2,366 million. This was recorded under the head 'Exceptional Item'.

During the year ended March 31, 2025, such inventory amounting to
' 885 million was liquidated. Hence, the related provision has been
reversed and reflected as an exceptional item in the consolidated
financial statements for the year. Consequential tax impact of ' 147
million is included within tax expense.

c. During the year ended March 31,2025, Syngene received its final claim
of ' 320 million from the insurance company for the loss of fixed assets
in fire incident on December 12, 2016.

d. During the year ended March 31, 2025, the Group invested ' 75
million against equity shares issued by Indian Foundation for Quality
Management ('IFQM'). As at March 31,2025, the Group has fair valued
such investment and has recorded fair value charge of ' 75 million
disclosed under 'exceptional items'.

e. During the year ended March 31, 2024, one of the subsidiaries of
Biocon Biologics Limited ('BBL') had received ' 18,269 million towards
working capital under the existing arrangements. BBL had recorded
these receivables at fair value of ' 10,219 million having regard to the
timing and probability of recovery. The resulting difference of ' 8,050
million is recorded as a gain in the consolidated financial statements.
Consequential tax impact of ' 407 million is included within tax
expense.

Further, during the year ended March 31, 2025, BBL settled ' 2,518
million towards working capital under the existing arrangements,
which was recorded at fair value of ' 1,382 million. The resulting
difference of ' 1,136 million is recorded as a gain in the consolidated
financial statements. Consequential tax impact of ' 284 million is
included within tax expense.

f. During the year ended March 31,2024, Biocon Pharma Limited ('BPL')
and its subsidiaries pursuant to the uncertainty in commercialization
of product in certain territories, recorded an impairment of the
carrying value of the intangible asset amounting ' 91 million. Similarly,
' 86 million is recorded as an impairment of the carrying value of the
intangible asset during the year ended March 31, 2025 by one of the
subsidiary of BPL.

Corporate Events:

Ý The Company has raised funds amounting to ' 5,700 million through
the issuance and allotment of listed Commercial Papers on a private
placement basis in January 2025 and ' 6,000 million in April 2025. The
Commercial Papers raised in January 2025 was repaid in April 2025.

Ý The Company acquired 1,97,99,305 equity shares of BBL, aggregating
to 1.50% of the paid up share capital of BBL, at an aggregate value
of ' 5,550 million from the existing Investor of BBL, in accordance
with the terms as set out under the Share Subscription Agreement
("SSA") and /or Shareholders' Agreement ("SHA") entered between the
Company, BBL, existing investors of BBL, as applicable.

Ý The Board of Directors at its meeting held on April 23, 2025, approved
raising of funds up to ' 45,000 million, in one or more tranches and/
or one or more issuances, through various instruments or securities,
including equity shares, non-convertible debt instruments along
with warrants, any other convertible securities or any other eligible
securities or any combination thereof, by way of qualified institutions
placement(s), rights issue, preferential allotment, private placement(s)
and/or any combination thereof or any other method as may be
permitted under applicable laws, subject to necessary approvals.

Ý During the year, the Company has sold 8,000,000 equity shares of
Syngene International limited in the open market. The gain arising
from sale of aforesaid equity shares amounting to ' 6,075 million has
been recorded as an exceptional item in the standalone financial
statements.

Ý During the year, Biocon Biologics Global PLC, a step-down subsidiary
of Biocon Biologics Limited has raised funds through issue of senior
secured notes amounting to ' 66,763 (USD 800 million) and new
syndicated facility amounting to ' 26,705 (USD 320 million). The funds
were utilised to refinance existing term loans.

The highlights of the Company's Standalone Financial performance

are as under:

Ý Revenue from operations for FY25 stood at ' 22,426 million
compared to ' 21,273 million in FY24. Other income for FY25
amounted to ' 2,423 million as against ' 1,930 million in FY24.

Ý Core operating margins (EBITDA margins net of licensing, impact
of forex, R&D and dividend from subsidiaries) was 19% compared
to 22% in the previous financial year.

Ý Profit before tax and exceptional items stood at ' 534 million
compared to ' 1,358 million in FY24. Decrease in standalone
profit is mainly due to price erosion in our base business products
specifically statins and increase in finance cost on borrowings
taken in relation to investments made in Biocon Biologics.

Ý Pursuant to amendment in the Finance Act, 2024, resulting in
withdrawal of indexation benefit on Long-Term Capital Gain,
the Company has written off Deferred Tax Asset created towards
indexation benefit on Land amounting to ' 199 million.

Ý Profit for the year stood at ' 6,093 million compared to ' 1,193
million in FY24. This includes exceptional gain of ' 6,075 million
on Syngene stake sale.

Subsidiaries, Associates and Joint Ventures

The Company has 39 subsidiaries, 1 joint venture and 1 associate as on
March 31,2025. A report on the performance and financial position of each
subsidiary and joint venture is outlined in AOC-1, which is annexed to this
report as Annexure 1.

In accordance with the provisions of Section 136 of the Companies Act, 2013
and the amendments thereto, read with the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
('SEBI Listing Regulations'), the audited financial statements, including the
consolidated financial statements and related information of the Company
and financial statements of the subsidiary companies will be available on
our website www.biocon.com.

The Company has also formulated a Policy for Determining Material
Subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The
policy is available on the website of the Company at https://www.biocon.
com/investor-relations/corporate-governance/governance-documents-
policies/.

A report of the salient features and a summary of the financial performance
of each of the subsidiaries/ joint venture/ associate is presented below:

Biocon Pharma Limited, India

Biocon Pharma Limited ('BPL') is a wholly owned subsidiary of the Company
with its registered office situated in Bengaluru, Karnataka, India. The
Company was incorporated under the Companies Act, 2013 on October
31, 2014, and is engaged in the development and manufacture of generic
formulations for sale in global markets, with a focus on opportunities in
the United States, Europe and Rest of the World markets. BPL has set up
its formulations manufacturing facility for oral solid dosages at Bengaluru.

During the Financial Year ended March 31, 2025, BPL reported a total
revenue of ' 9,825 million and a net profit of ' 823 million against a revenue
of ' 8,816 million and a net profit of ' 348 million in FY24.

Biocon Pharma Inc., USA

Biocon Pharma Inc. ('BPI'), a wholly owned subsidiary of BPL, was
incorporated on July 27, 2015, in the State of Delaware, USA. BPI is engaged
in the commercialization of generic formulations in the United States.

During the Financial Year ended March 31, 2025, BPI registered a total
revenue of ' 8,962 million and net profit of ' 115 million against the total
revenue of ' 7,275 million and net profit of ' 222 million in FY24.

Biocon Pharma UK Limited, United Kingdom

Biocon Pharma UK Limited ('BPUK'), a wholly owned subsidiary of BPL,
was incorporated on December 07, 2018, in the United Kingdom. BPUK is
engaged in the commercialization of generic formulations in the United
Kingdom.

During the Financial Year ended March 31, 2025, BPUK registered total
revenue of ' 247 million and a net profit of ' 10 million against a total
revenue of ' 135 million and a net loss of ' 9 million in FY24.

Biocon Pharma Ireland Limited, Ireland

Biocon Pharma Ireland Limited ('BPIL'), a wholly owned subsidiary of BPL,
was incorporated on December 14, 2018, in Ireland. BPIL is engaged in the
commercialization of generic formulations in Ireland.

As on March 31,2025, BPIL has not commenced its commercial operations.
During the Financial Year ended March 31,2025, BPIL reported a loss of ' 1
million against a loss of ' 17 million in FY24.

Biocon Pharma Malta Limited & Biocon Pharma Malta I
Limited

Biocon Pharma Malta Limited ('BPML'), a wholly owned subsidiary of BPL
and Biocon Pharma Malta I Limited ('BPMIL') a wholly owned subsidiary of
BPML, were incorporated on January 25, 2021 in Malta. BPMIL is engaged in
commercialization of generic formulations in Europe.

During the Financial Year ended March 31, 2025, BPML recorded a total
revenue of ' 1 million and reported no loss, consistent with FY24 and BPMIL
recorded a total revenue of ' 242 million and reported a profit of ' 4 million
against a total revenue of ' 169 million and a loss of ' 3 million in FY24.

Biocon Generics Inc., USA

Biocon Generics Inc. ('BGI'), a wholly owned subsidiary of BPL, was
incorporated on July 07, 2023 in the State of Delaware, USA. BGI is engaged
in the manufacturing of generic formulations for sale in global markets, with
a focus on opportunities in the United States and Europe.

During the Financial Year ended March 31, 2025, BGI commenced its
commercial operations and recorded total revenue of ' 196 million and net
loss of ' 53 million.

Biocon Biosphere Limited, India

Biocon Biosphere Limited ('BBSL') is a wholly owned subsidiary of the
Company with its registered office situated in Bengaluru, Karnataka, India.
The Company was incorporated under the Companies Act, 2013 on
December 24, 2019 and was formed for undertaking similar business to that
of Biocon Limited, vide a Greenfield facility in Vizag to de-risk fermentation
manufacturing at Bengaluru.

During the Financial Year ended March 31, 2025, BBSL reported a total
revenue of ' 130 million and a net loss of ' 186 million against a revenue of
' 6 million and a net loss of ' 18 million in FY24.

Biofusion Therapeutics Limited, India

Biofusion Therapeutics Limited ('BTL') was a wholly owned subsidiary of
Biocon Limited with its registered office situated in Bengaluru, Karnataka,
India. The Company was incorporated under the Companies Act, 2013 on
March 18, 2021, for undertaking Contract Research and Manufacturing
Services (CRAMS) and other R&D in the field of pharmaceuticals, including
but not restricted to drug discovery, biotechnology pharmaceuticals,
medicinal sciences, etc.

The scheme of amalgamation of Biofusion Therapeutics Limited ('BTL') with
Biocon Pharma Limited ('BPL'), wholly owned subsidiary of Biocon Limited,
was approved by the National Company Law Tribunal ('NCLT'), Bengaluru
Bench on April 24, 2024. The financials of BTL had been amalgamated with
BPL with effect from April 01, 2022 being the appointed date for the said
scheme of amalgamation.

Biocon Academy, India

Biocon Academy spearheads Biocon Group's CSR initiatives in technical
and professional education. The Academy was established as a Centre of
Excellence for Advanced Learning in Biosciences in 2013. Biocon Academy
leverages the rich industry experience of Biocon, its subject matter expertise
alongside international Education Partners such as Keck Graduate Institute
of Claremont, California (USA) and BITS-Pilani, India, to deliver industry-
oriented advanced learning and skill building programs for pharma and
biotech graduates. Biocon Academy is dedicated exclusively to industry-
oriented biosciences education. The programs offered by the Academy aim
to empower the Biotechnology and Engineering graduates with advanced
learning, industrial proficiency and job-skills development, the essential
building blocks for a promising career in the Biotech industry.

Biocon SA, Switzerland

Biocon SA ('BSA') is a wholly owned subsidiary of the Company, is primarily
engaged in identifying and developing novel molecules into commercial
products or licensable assets through strategic partnerships.

Biocon FZ LLC, United Arab Emirates

Biocon FZ LLC is a wholly owned subsidiary of the Company, based in Dubai,
United Arab Emirates. Incorporated on June 16, 2015, Biocon FZ LLC was
established as a marketing entity for pharmaceutical products to target
markets in the Middle East and the Gulf Cooperation Council ('GCC').

During the year ended March 31,2025, Biocon FZ LLC earned ' 302 million
in revenue and reported a net profit of ' 89 million against a revenue of '
204 million and a net profit of ' 53 million in FY24.

Syngene International Limited, India

Syngene International Limited (Syngene), subsidiary of the Company, is a
Contract Research, Development and Manufacturing Organization (CRDMO)
that provides integrated discovery, development and manufacturing
services to pharmaceutical, biotechnology, animal healthcare, consumer
goods and agrochemical Companies.

Syngene's clients are world leaders in their fields, ranging from leading
global multinationals to small and medium-sized biotech Companies, non¬
profit institutions, academic institutes, and government organizations. The
majority of the Company's clients are based in the US (68%) and Europe
(21%) for whom Syngene plays an important role as part of their outsourcing
strategies.

Incorporated in 1993, Syngene is listed separately on the Indian stock
exchanges - NSE and BSE. With a talent pool of [5600 ] scientists, scientific
expertise across a wide range of therapeutic modalities, an experienced
management team, and an independent Board of Directors, Syngene
works for clients around the globe, delivering innovation that primarily
benefits human and animal health. As a strategic partner to its clients,
Syngene offers innovative, flexible and efficient solutions which expedite
projects from discovery and development to clinical and commercial scale
manufacturing, enabling clients to get their products to market - and to the
patients who need them more quickly.

Syngene's focus on innovation underpins its approach to integrated,
end-to-end services encompassing drug research, development and
manufacturing capabilities spanning the entire value chain. SynVent, its
proprietary platform for integrated services, provides an effective and
efficient means to advance programs through target validation, translational
interrogation, therapeutic discovery, and pre-clinical development for small
molecules and biologics. Clients benefit from a faster, seamless R&D process,
while the Company leverages the full breadth of its resources.

Syngene prides itself on its strong corporate governance framework which
includes client satisfaction, quality, safety, ethics and data integrity. The
operations underpinned by expert sourcing and a resilient global supply
chain comprising 2800 suppliers across 30 countries, including strong
regional/local supplier networks to ensure uninterrupted supplies.

During the Financial Year ended March 31, 2025, Syngene posted a
standalone revenue of ' 34,438 million (FY24 - ' 32,911 million) and a
standalone net profit of ' 4,680 million (FY24 - Net profit of ' 4,665 million).

During the Financial Year ended March 31, 2025, Syngene posted
consolidated revenue growth of 4% to ' 37,142 million (FY24 - ' 35,792
million) and a consolidated net profit of ' 4,962 million (FY24 - Net profit
of ' 5,100 million).

Syngene USA Inc., USA

Syngene USA Inc. is a wholly owned subsidiary of Syngene, incorporated on
August 24, 2017, with its registered office in the State of Delaware, United
States of America (USA). It plays a crucial role in strengthening Syngene's
presence in the US market.

During the Financial Year ended March 31,2025, Syngene USA Inc. reported
a total revenue of ' 959 million and net profit of ' 38 million against a total
revenue of ' 607 million and net profit of ' 40 million in FY24.

Syngene Scientific Solutions Limited, India

Syngene Scientific Solutions Limited ('SSSL') is a wholly owned subsidiary
of Syngene, incorporated on August 10, 2022, with its registered office
in the State of Karnataka, India. SSSL specializes in contract research and
clinical research services. As a dynamic player in the pharmaceutical and
biotechnology sectors, SSSL offers a diverse range of services, including
CRAMS, clinical research, R&D, and software development.

During the Financial Year ended March 31, 2025, SSSL reported a total
revenue of ' 3,345 million and net profit of ' 244 million against a total
revenue of ' 3,546 million and net profit of ' 396 million in FY24.

Syngene Manufacturing Solutions Limited, India

Syngene Manufacturing Solutions Limited ('SMSL') is a wholly owned
subsidiary of Syngene, incorporated on August 26, 2022, with its registered
office in the State ofKarnataka, India. SMSL is dedicated to the manufacturing
of pharmaceutical, biopharmaceutical, and biological products.

Biocon Biologics Limited, India

Biocon Biologics Limited ('BBL') was incorporated on June 08, 2016, in India
with the objective of building a biologics focused business with strong R&D
and global scale manufacturing capabilities.

BBL, a subsidiary of Biocon Limited, is a unique, fully integrated, leading
global biosimilars Company committed to transforming healthcare and
patient lives by enabling affordable access to high quality biologics
worldwide. It is leveraging cutting-edge science, innovative tech platforms,
global scale manufacturing capabilities and world class quality systems to
lower the cost of lifesaving biologics and improve health outcomes.

BBL has commercialized nine biosimilars in several key Emerging Markets as
well as Advanced Markets like US, EU, Australia, Canada and Japan.

BBL has a pipeline of 20 biosimilar assets across diabetology, oncology,
immunology and other non-communicable diseases. It has a proven track
record of success and has achieved several 'firsts' in the biosimilars industry.
BBL is also committed to environmental, social and governance (ESG) goals
in-line with global norms such as the UN Sustainable Development Goals
(SDGs) and remains focused on manging ESG performance and improving
outcomes.

During the Financial Year ended March 31, 2025, BBL posted a standalone
revenue of ' 45,484 million (FY24 - ' 37,747 million) and a standalone net
profit of ' 8,309 million (FY24 - Net profit of ' 3,689 million).

During the Financial Year ended March 31, 2025, BBL posted consolidated
revenue growth of 13% to ' 101,444 million (FY24 - ' 90,006 million) and
a consolidated net profit of ' 8,896 million (FY24 - Net profit of ' 2,182
million). Adjusting for BFI revenue, divestment gain and licensing income,
like to like increase in revenue stands at 15%, driven by robust growth in the
core business across Advanced and Emerging markets.

Biocon Biologics UK Limited, United Kingdom

Biocon Biologics UK Limited ('BBUK') which was incorporated in the United
Kingdom on March 02, 2016, is a wholly owned subsidiary of BBL.

During the Financial Year ended March 31, 2025, BBUK reported a total
revenue of ' 13,854 million and net profit of ' 1,414 million against a total
revenue of ' 18,157 million and net profit of ' 4,788 million in FY24.

Biosimilars Newco Limited, United Kingdom

Biosimilars Newco Limited ('BNCL') is a wholly owned subsidiary of BBL,
registered in the United Kingdom. BNCL undertakes biosimilar businesses,
i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, Glargine, Aspart and
Ustekinumab across the globe.

During the Financial Year ended March 31, 2025, BNCL reported a total
revenue of ' 31,502 million and net loss of ' 4,117 million against a total
revenue of ' 43,656 million and net loss of ' 2,746 million in FY24.

Biosimilar Collaborations Ireland Limited, Ireland

Biosimilar Collaborations Ireland Limited ('BCIL') is a wholly owned subsidiary
of BBUK, registered in Ireland. BCIL undertakes biosimilars businesses w.r.t
Adalimumab, Etanercept and Aflibercept.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd. ('BSB'), a wholly owned subsidiary of BBUK was
incorporated in Malaysia on January 19, 2011. BSB was established as the
group's first overseas manufacturing facility at Malaysia. BSB is engaged in
the manufacturing of insulins and insulin analogues for global markets and
is located within BioXcell, a biotechnology park in Iskandar Puteri, Johor.
The facility is Asia's largest integrated insulins manufacturing facility with
approvals from several global agencies including National Pharmaceutical
Regulatory Authority ('NPRA'), Malaysia, cGMP certification from HPRA
('EMA') and cGMP certification from the U.S. Food and Drug Administration
('USFDA').

With over US$ 400 million investment, about 750 strong workforce, BSB is
the single largest biotech facility in Malaysia and holds the commercial and
development rights of insulin and insulin analogues.

During the Financial Year ended March 31, 2025, BSB reported a revenue
from operations of ' 15,563 million and net profit of ' 371 million against a
revenue from operations of ' 14,680 million and net loss of ' 1,786 million
in FY24.

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia

Biocon Biologics Healthcare Malaysia SDN BHD, Malaysia ('Biocon Healthcare
Malaysia') is a wholly owned subsidiary of BBUK, incorporated on August 10,
2017 and registered in Malaysia. Biocon Healthcare Malaysia was established
with an objective of undertaking operations for biologics in Malaysia.
Biocon Healthcare Malaysia was set up to carry on the business as importers
and distributors of drugs and devices in the Malaysian market.

Biocon Healthcare Malaysia did not have any operations during FY25 and
FY24.

Biocon Biologics Inc., USA

Biocon Biologics Inc, USA ('BBI') is a wholly owned subsidiary of BBUK,
registered in the State of Delaware, United States of America on November
12, 2019. BBI was established with an objective to undertake all activities
relating to pharmaceuticals, biopharmaceuticals and biologics products, i.e.
commercialization, distribution etc. in the USA and other geographies.

During the Financial Year ended March 31,2025, BBI reported a total revenue
of ' 34,846 million and net profit of ' 975 million against a total revenue of '
19,977 million and net profit of ' 623 million in FY24.

Biocon Biologics Do Brasil Ltda, Brazil

Biocon Biologics Do Brasil Ltda, Brazil ('BBDBL) is a wholly owned subsidiary
of BBUK, incorporated on August 17, 2020 and registered in Brazil.
BBDBL was established with an objective to undertake activities such as
commercialisation, sale and distribution, etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31,2025, BBDBL reported a revenue
from inter-company cross charge of ' 276 million and net loss of ' 14 million
against a revenue from inter-company cross charge of ' 95 million and net
profit of ' 4 million in FY24.

Biocon Biologics FZ-LLC, United Arab Emirates

Biocon Biologics FZ-LLC, UAE ('BBFL') is a wholly owned subsidiary of
BBUK, incorporated on November 26, 2020 and registered in Dubai, UAE.
BBFL was established with an objective to undertake activities such as
commercialisation, sale and distribution, etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBFL reported a total
revenue of ' 204 million and net profit of ' 10 million against a total revenue
of ' 248 million and net profit of ' 7 million in FY24.

Biocon Biologics Canada Inc., Canada

Biocon Biologics Canada Inc. ('BBCI') is a wholly owned subsidiary of
BBUK, incorporated on March 20, 2023 and registered in Ontario, Canada.
BBCI was established with an objective to undertake activities such as
commercialization, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBCI reported a total
revenue of ' 2,566 million and net profit of ' 67 million against a total
revenue of ' 1,252 million and net profit of ' 29 million in FY24.

Biocon Biologics Germany GmbH, Germany

Biocon Biologics Germany GmbH ('BBGG') is a wholly owned subsidiary of
BBUK with effect from March 29, 2023, registered in Frankfurt, Germany.
BBGG was set up with an objective to undertake activities such as
commercialization, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBGG reported a total
revenue of ' 6,584 million and net profit of ' 124 million against a total
revenue of ' 609 million and net profit of ' 9 million in FY24.

Biocon Biologics France S.A.S, France

Biocon Biologics France S.A.S ('BBFSAS') is a wholly owned subsidiary
of BBUK, incorporated on April 14, 2023 and registered in Paris, France.
BBFSAS was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBFSAS reported a total
revenue of ' 6,728 million and net profit of ' 81 million against a total
revenue of ' 2,115 million and net profit of ' 31 million in FY24.

Biocon Biologics Spain S.L.U, Spain

Biocon Biologics Spain S.L.U ('BBSSLU') is a wholly owned subsidiary of
BBUK, incorporated on April 21, 2023 and registered in Barcelona, Spain.
BBSSLU was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBSSLU reported a total
revenue of ' 871 million and net profit of ' 15 million against a total revenue
of ' 204 million and net profit of ' 4 million in FY24.

Biocon Biologics Switzerland AG, Switzerland

Biocon Biologics Switzerland AG ('BBSAG') is a wholly owned subsidiary of
BBUK, incorporated on April 25, 2023 and registered in Zurich, Switzerland.

During the Financial Year ended March 31, 2025, BBSAG reported a total
revenue of ' 191 million and net profit of ' 8 million against a total revenue
of ' 56 million and net profit of ' 1 million in FY24.

Biocon Biologics Belgium BV, Belgium

Biocon Biologics Belgium BV ('BBBBV') is a wholly owned subsidiary of
BBUK, incorporated on April 28, 2023 and registered in Kraainem, Belgium.
BBBBV was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBBBV reported a total
revenue of ' 265 million and net profit of ' 9 million against a total revenue
of ' 76 million and net profit of ' 2 million in FY24.

Biocon Biologics Finland OY, Finland

Biocon Biologics Finland OY ('BBFOY') is a wholly owned subsidiary of
BBUK, incorporated on May 10, 2023 and registered in Helsinki, Finland.
BBFOY was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBFOY reported a total
revenue of ' 88 million and net profit of ' 4 million against a total revenue
of ' 36 million and net profit of ' 1 million in FY24.

Biocon Biologics Morocco S.A.R.L.A.U, Morocco

Biocon Biologics Morocco S.A.R.L.A.U ('BBM') is a wholly owned subsidiary of
BBUK, incorporated on July 24, 2023 and registered in Casablanca, Morocco.
BBM was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBM reported a total
revenue of ' 210 million and net profit of ' 16 million against a total revenue
of ' 32 million and net profit of ' 1 million in FY24.

Biocon Biologics Greece SINGLE MEMBER PC., Greece

Biocon Biologics Greece SINGLE MEMBER PC. ('BBGSMPC') is a wholly
owned subsidiary of BBUK, incorporated on July 27, 2023 and registered in
Athens, Greece. BBGSMPC was established with an objective to undertake
activities such as commercialisation, sale and distribution etc. related to
pharmaceuticals, biopharmaceuticals and biologics products.

During the Financial Year ended March 31,2025, BBGSMPC reported a total
revenue of ' 888 million and net profit of ' 13 million against a total revenue
of ' 230 million and net profit of ' 3 million in FY24.

Biocon Biologics South Africa (PTY) Ltd, South Africa

Biocon Biologics South Africa (PTY) Ltd. ('BBSA') is a wholly owned subsidiary
of BBUK, incorporated on August 11,2023 and registered in Gauteng, South
Africa. BBSA was established with an objective to undertake activities such
as commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

Biocon Biologics (Thailand) Co. Ltd, Thailand

Biocon Biologics (Thailand) Co., Ltd. ('BBTCL) is a wholly owned subsidiary
of BBUK, incorporated on September 08, 2023 and registered in Bangkok,
Thailand. BBTCL was established with an objective to undertake
activities such as commercialisation, sale and distribution etc. related to
pharmaceuticals, biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBTCL reported a total
revenue of ' 32 million and no profit against a total revenue of ' 1 million
and net loss of ' 1 million in FY24.

Biocon Biologics Philippines, Inc., Philippines

Biocon Biologics Philippines, Inc. ('BBPI') is a wholly owned subsidiary ofBBUK,
incorporated on October 25, 2023 and registered in Manila, Philippines.
BBPI was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBPI reported a total
revenue of ' 106 million and net profit of ' 4 million against a total revenue
of ' 9 million in and no loss in FY24.

Biocon Biologics Italy S.r.l, Italy

Biocon Biologics Italy S.r.l ('BBISRL') is a wholly owned subsidiary of
BBUK, incorporated on December 27, 2023 and registered in Italy.
BBISRL was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBISRL commenced its
commercial operations and reported a total revenue of ' 50 million and net
profit of ' 2 million.

Biocon Biologics Croatia LLC, Croatia

Biocon Biologics Croatia LLC ('BBCL) is a wholly owned subsidiary of
BBUK, incorporated on January 18, 2024 and registered in Zagreb, Croatia.
BBCL was established with an objective to undertake activities such as
commercialisation, sale and distribution etc. related to pharmaceuticals,
biopharmaceuticals and biologics products.

During the Financial Year ended March 31, 2025, BBCL commenced its
commercial operations and reported a total revenue of ' 47 million and net
profit of ' 2 million.

Biocon Biologics Global PLC, United Kingdom

During the year under review, BBUK has incorporated Biocon Biologics
Global PLC ("BBGP"), as its wholly owned subsidiary on July 19, 2024,
registered in London, United Kingdom. BBGP was established with an
objective to undertake activities such as commercialisation, sale and
distribution, etc. related to pharmaceuticals, biopharmaceuticals and
biologics products. BBGP has raised USD 800 million by allotment of US
dollar denominated senior secured notes (the "Notes"). The Notes are listed

During Financial Year year ended March 31, 2025, BBGP reported a total
revenue of ' 6,338 million and net profit of ' 102 million.

Neo Biocon FZ LLC, United Arab Emirates

Neo Biocon FZ LLC ('NB') is a joint venture based in Dubai, United Arab
Emirates incorporated in 2007. NB was established as a market entity for
the pharmaceutical products to target markets in the Middle East and GCC.

During the Financial Year ended March 31, 2025, NB reported a Nil
revenue and a net loss of ' 153 million as against a total revenue of
' 166 million and a net loss of ' 75 million in FY24.

Hinduja Renewables Two Private Limited

During the Financial Year ended March 31,2021, the Company had acquired
26% equity stake in Hinduja Renewables Two Private Limited towards
enhancing the renewable based power consumption. The Company does
not consolidate the associate since it does not exercise significant influence
over it.

Dividend

In line with the Dividend Distribution Policy of the Company, we
recommend a final dividend of ' 0.50/- per equity share (i.e. 10% of face
value) for the Financial Year ended March 31,2025. The dividend, if approved
at the ensuing 47^th Annual General Meeting ('AGM'), will be paid to those
Members whose names appear in the Register of Members as on close of
Friday, July 04, 2025 (being the Record date for the purpose of determining
the entitlement of Members to receive dividend for FY25). The total dividend
payout will be approximately ' 600 million subject to the adjustments if
any, on account of further issuance of shares by the Company before the
record date in respect of the proposed fund raising as approved by Board
of Directors at its meeting held on April 23, 2025, subject to the approval of
the Members of the Company through Postal Ballot.

Dividend Distribution Policy

In terms of Regulation 43A of the SEBI Listing Regulations, the Board has
formulated and adopted the Dividend Distribution Policy. The Policy is
available on the website of the Company at https://www.biocon.com/
investor-relations/corporate-governance/governance-documents-
policies/ .

Transfer to Reserves

No amount is proposed to be transferred to reserves for the Financial Year
ended March 31, 2025.

Share Capital

During the year under review, there has been no change in the share capital
of the Company. The share capital of the Company as on March 31,2025, is
as follows:

Particulars	Amount in '
Authorized Equity Share Capital (Equity shares of ' 5/- each)	6,250,000,000
Paid up Equity Share Capital (Equity shares of ' 5/- each)	6,003,000,000

The Board of Directors at its meeting held on April 23, 2025, recommended
increase in the Authorised Equity Share Capital of the Company to
'7,000,000,000/- (Rupees Seven Hundred Crores only) divided into
1,400,000,000 (One Hundred Forty Crores) Equity Shares of ' 5/- (Rupees
Five only) each, subject to the approval of the Members of the Company
through Postal Ballot.

Human Resource Development

We, at Biocon, give paramount importance to our employees, who we
believe to be our greatest assets. Attracting and retaining the best talents
have been the cornerstone of the Human Resource function at Biocon. We
strive to create a diverse and inclusive environment that is value driven,
collaborating and growth inducing. The total headcount as on March 31,
2025 stood at 3,442.

Management's Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management
Discussion and Analysis Report for the year under review, forms part of this
Integrated Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of corporate
governance. We believe in adherence to good corporate practices,
implementing effective policies and guidelines and developing a culture of
the best management practices and compliance with the law at all levels.
Our corporate governance practices strive to foster and attain the highest
standards of integrity, transparency, accountability and ethics in all business
matters to enhance and retain investor trust, long-term shareholder value
and respect minority rights in all our business decisions.

A separate section on Corporate Governance as stipulated under Para C
of Schedule V of the SEBI Listing Regulations forms part of this Integrated
Annual Report. The Corporate Governance Report along with the requisite
certificate from the statutory auditors of the Company, confirming
compliance with the conditions of corporate governance as stipulated
under SEBI Listing Regulations forms part of this Integrated Annual Report.

Business Responsibility and Sustainability Reporting

The Business Responsibility and Sustainability Reporting ('BRSR'), originating
from the MCA report on Business Responsibility Reporting, had found
its way into the regulatory provisions by way of an amendment to the
Regulation 34(2)(f) of the SEBI Listing Regulations.

The BRSR had replaced the Business Responsibility Reporting ('BRR') format
w.e.f. the Financial Year 2022-23. SEBI has made BRSR on the environmental,
social and governance disclosures mandatory for the top 1,000 (one
thousand) listed entities by market capitalization with effect from the
Financial Year 2022-23.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR
Report for the year under review, forms part of this Integrated Annual
Report.

Further, in terms of SEBI Listing Regulations, the Company has engaged
Deutsch Quality Systems (India) Private Limited, an independent assurance
provider, to provide Reasonable assurance on BRSR Core Indicators on a
consolidated basis for the Financial Year ended March 31, 2025.

Employee Stock Option Plan (ESOP)

The Board of Directors of the Company had formulated the Biocon
Employees Stock Option Plan, 2000 (hereinafter referred to as the 'ESOP

Plan'), administered by the Biocon India Limited Employees Welfare Trust
('ESOP Trust) under the instructions and supervision of the Nomination and
Remuneration Committee ('NRC). The Plan is implemented through a trust
route in accordance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB
& SE Regulations') with a view of attracting and retaining the best talent,
encouraging employees to align individual performances with Company's
objectives and promoting increased participation by them in the growth of
the Company. The Company has discontinued granting ESOPs and does not
plan to issue any further grants under this ESOP Plan in the future.

The Company had also introduced Biocon Restricted Stock Unit Long Term
Incentive Plan FY 2020-24 (hereinafter referred to as 'the RSU Plan 2020'),
administered by the ESOP Trust under the instructions and supervision ofthe
NRC, which was approved by the shareholders at the 42^nd Annual General
Meeting ('AGM') of the Company held on July 24, 2020. The RSU Plan 2020
is designed to drive performance towards achieving the Board approved
strategic objectives for the Financial Year 2020-24. The RSU Plan covers key
employees who, by virtue of their roles, influence the accomplishment of
the strategic objectives.

During the year under review, the Company introduced the Biocon Restricted
Stock Unit Long Term Incentive Plan FY 2025-29 (hereinafter referred to as
'the RSU Plan 2025)), administered by the ESOP Trust under the instructions
and supervision of the NRC, which was approved by the shareholders at
the 46^th AGM of the Company held on August 09, 2024. The RSU Plan 2025
is designed to drive performance towards achieving common goals and
delivering on key initiatives measured through revenue, profits, cashflow &
return on capital, shareholder value creation for the Financial Year 2025-29.
This RSU Plan covers key employees who, by virtue of their roles, influence
the accomplishment of the strategic objectives.

During the year, a total of 7,27,960 and 5,30,136 shares were transferred from
the ESOP Trust to the eligible employees under the Company's prevailing
ESOP Plan and RSU Plan 2020, respectively.

As on March 31, 2025, the ESOP Trust cumulatively held 25,36,922 equity
shares of the Company under the ESOP and RSU Plans of the Company.

The applicable disclosures as stipulated under the SEBI SBEB & SE
Regulations as on March 31, 2025, are appended herewith as Annexure 2
to the Board's Report. The details of the ESOP and RSU Plans form part of
the notes to accounts of the Financial Statements in this Integrated Annual
Report. The Company has received a certificate from the Secretarial Auditors
of the Company, that the ESOP and RSU schemes have been implemented
in accordance with SEBI SBEB & SE Regulations and the resolutions passed
by the Members. The certificate would be placed at the AGM for inspection
by the Members.

During the year ended March 31,2025, there has been no other changes in
the Company's existing plans and they all are in compliance with SEBI SBEB
& SE Regulations.

Deposits

The Company has not accepted any deposit, including from the public, and
as such no amount of principal and interest were outstanding as at March

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions
of Section 186 of the Companies Act, 2013 forms part of the notes to the
Financial Statements provided in this Integrated Annual Report.

Policy on Directors' Appointment and Remuneration

The Company's current policy centralises on having an appropriate mix
of Executive, Non-Executive and Independent Directors to maintain the
independence of the Board and separate its functions of governance and
management. Assessment and appointment of Directors to the Board
are based on a combination of criterion that includes ethics, personal
and professional stature, domain expertise, gender diversity and specific
qualifications required for the position.

For the purpose of selection of any Director, the Nomination and
Remuneration Committee ('NRC') identifies persons of integrity who
possess relevant expertise, experience and leadership qualities required
for the position. A potential board member is also assessed based on
independence criteria defined in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013 and
Regulation 19(4) of the SEBI Listing Regulations, as amended from time
to time, and on recommendation of the NRC, the Board has adopted
a remuneration policy for Directors, Key Managerial Personnel, Senior
Management and other employees. This policy is available on the website
of the Company at https://www.biocon.com/investor-relations/corporate-
governance/governance-documents-policies/ .

We affirm that the remuneration paid to Directors, Key Managerial
Personnel, Senior Management and other employees is in accordance with
the remuneration policy of the Company.

Board Diversity

The Company recognises and embraces the importance of a diverse board
in contributing to its success. Adequate diversity on the Board is essential
to meet the challenges of business globalisation, rapid deployment of
technology, greater social responsibility, increasing emphasis on corporate
governance and enhanced need for risk management. The Board enables
efficient functioning through differences in perspective and skill, and
fosters differentiated thought processes at the back of varied industrial and
management expertise, gender, knowledge, ethnicity, country of origin
and nationality. The Board has adopted a Diversity Policy that outlines its
commitment to fostering a diverse and inclusive composition, setting forth
the approach to achieving and maintaining diversity at the Board level. The
policy is available on the website of the Company at https://www.biocon.
com/investor-relations/corporate-governance/governance-documents-
policies/.

Declaration by Independent Directors

All Independent Directors of the Company have submitted the requisite
declarations confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013 read
with Regulation 16(1)(b) and 25(8) ofthe SEBI Listing Regulations. The
Independent Directors have also confirmed that they have complied
with Schedule IV of the Companies Act, 2013 and the Company's Code of
Conduct.

They have further confirmed that they are not aware of any circumstances
or situations which exist or may be reasonably anticipated that could
impair or impact their ability to discharge their duties and that they are
independent of the management. Further, the Independent Directors have
also submitted their declaration in compliance with the provision of Rule
6(3) of the Companies (Appointment and Qualification of Directors) Rules
2014, which mandated the inclusion of an Independent Director's name ir
the data bank of the Indian Institute of Corporate Affairs ('IICA') for a perioc
of one year or five years or life-time till they continue to hold the office of an
Independent Director.

In the opinion of the Board, all the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and
repute. They fulfil the conditions specified in the Companies Act, 2013
read along with the Rules made thereunder and are independent of the
Management.

Board Evaluation

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, the annual performance
evaluation of the Board, Board level Committees and individual Directors
was conducted during the year, in order to ensure that the Board and Board
level Committees are functioning effectively and demonstrating good
governance. For the Financial Year 2024-25, the Board had engaged M/s
Egon Zehnder, a leadership advisory firm on board matters, to conduct
the Board evaluation exercise. The evaluation process focused on Board
dynamics and other aspects towards Board effectiveness. The process
involved the evaluation of all the Directors including the Chairperson, the
Managing Director and Chief Executive Officer, Board committees and the
Board as a whole.

The evaluation was carried out based on the criteria and framework
approved by the NRC. A detailed disclosure on the parameters and the
process of Board evaluation has been provided in the Report on Corporate
Governance, which forms part of this Integrated Annual Report.

Directors

As on March 31, 2025, the Board of Directors comprised of 9 (nine)
Members, consisting of 2 (two) Executive Directors, 2 (two) Non-Executive
Non-Independent Directors and 5 (five) Independent Directors. Out of the
total Members, 3 (three) are Women Directors. The Board has an appropriate
mix of Executive Directors, Non-Executive Non-Independent Directors
and Independent Directors, which is compliant with the provisions of the
Companies Act, 2013, the SEBI Listing Regulations and is also aligned with
the best practices of Corporate Governance.

Appointment

The Board of Directors, based on the recommendation of the Nomination
and Remuneration Committee ('NRC'), had approved the appointment ol
Atul Dhawan (DIN: 07373372) as an Additional Director (Category: Non¬
Executive, Independent) of the Company, not liable to retire by rotation
with effect from May 16, 2024, till the conclusion of the 46^th AGM of the
Company. Further, the members at the 46^th AGM held on August 09, 2024
approved the appointment of Atul Dhawan as an Independent Director of
the Company for a term commencing from date of Board's approval i.e. May

16, 2024 till the conclusion of 49^th AGM proposed to be held in the year
2027.

Re-appointment

As per the provisions of the Companies Act, 2013 and Articles of Association
of the Company, Prof. Ravi Rasendra Mazumdar (DIN: 00109213), Non¬
Executive Director of the Company, is liable to retire by rotation at the
ensuing AGM and being eligible, seeks re-appointment.

Based on the recommendation of the NRC and the Board of Directors,
the shareholders of the Company, at the 46^th AGM of the Company, had
approved (i) re-appointment of Kiran Mazumdar-Shaw (DIN: 00347229)
as an Executive Director (designated as an 'Executive Chairperson') of the
Company, liable to retire by rotation, for a period of 5 years commencing
from April 01, 2025, including remuneration; and (ii) re-appointment of
Siddharth Mittal (DIN: 03230757) as the Managing Director of the Company,
not liable to retire by rotation, for a period of 5 (five) years effective from
December 01,2024, including remuneration.

The Board of Directors at its meeting held on May 08, 2025, based on
the recommendation of NRC, has approved re-appointment of Naina Lal
Kidwai (DIN: 00017806) as an Independent Director for a second term of 5
(five) consecutive years commencing from date of the ensuing 47^th AGM
i.e. August 08, 2025 till August 07, 2030 (both days inclusive) subject to
approval of members of the Company at the ensuing 47^th AGM.

In the opinion of the Board, all the Directors, as well as the Directors proposed
to be appointed/ re-appointed possess the requisite qualifications,
experience, expertise and hold high standards of integrity and relevant
proficiency.

Completion of tenure

During the year under review, Meleveetil Damodaran (DIN: 02106990)
completed his second and final term as an Independent Director and
consequently ceased to be the Independent Director of the Company with
effect from the close of business hours on July 25, 2024. The Board placed
on record its deep and gratitude appreciation for his extensive contribution
and stewardship during his tenure at Biocon.

Key Managerial Personnel

The Key Managerial Personnel(s) of the Company as on March 31, 2025,
comprise of Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal,
Managing Director & CEO, Mukesh Kamath, Interim Chief Financial Officer
and Mayank Verma, Company Secretary & Compliance Officer.

During the year under review, Mukesh Kamath was appointed as the Interim
Chief Financial Officer and Key Managerial Personnel of the Company with
effect from June 11,2024.

Further, Mayank Verma, Company Secretary of the Company resigned with
effect from the close of business hours on April 14, 2025. The Company is in
the process of filling the vacancy for this office. The Board placed on record
its appreciation towards the valuable services provided by him during his
tenure in the Company.

Kiran Mazumdar-Shaw, Executive Chairperson of the Company, is also the
Non-Executive Chairperson of Syngene International Limited ('Syngene')

and Executive Chairperson of Biocon Biologics Limited ('BBL'), both being subsidiaries of the Company and is in receipt of remuneration from the respective
companies for the Financial Year 2024-25.

Committees of the Board

Currently, the Company has 5 (five) Board level Committees: Audit Committee ('AC'), Risk Management Committee ('RMC'), Nomination and Remuneration
Committee ('NRC'), Stakeholders Relationship Committee ('SRC') and Corporate Social Responsibility and Environmental, Social & Governance Committee
('CSR & ESG'). The composition of such committees, as on March 31,2025, is disclosed as under:

S. No.

Name of Members

Category

AC

RMC

NRC

SRC

CSR&ESG

C

M

C

M

C

M

C

M

C

M

1

Kiran Mazumdar-Shaw

Executive Chairperson

•

2

Siddharth Mittal

Managing Director & CEO

•

•

3

Prof. Ravi Rasendra Mazumdar

Non-Executive Director

•

•

•

4

Eric Vivek Mazumdar

Non-Executive Director

•

•

5

Bobby Kanubhai Parikh

Independent Director

•

•

•

6

Naina Lal Kidwai

Independent Director

•

•

7

Rekha Mehrotra Menon

Independent Director

•

•

•

8

Nicholas Robert Haggar

Independent Director

•

•

•

9

Atul Dhawan

Independent Director

•

•

Note: C - Chairperson and M - Member

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to discuss
and decide on matters of business performance, policies, strategies and
other matters of significance. The schedule of the meetings is circulated in
advance, to ensure proper planning and effective participation. In certain
exigencies, decisions of the Board are also accorded through circulation.

During the Financial Year 2024-25, the Board met 8 (eight) times on April
24, 2024, May 16, 2024, June 11, 2024, August 08, 2024, October 30, 2024,
December 04, 2024, January 27, 2025 and January 30, 2025. The maximum
interval between any 2 (Two) meetings did not exceed 120 (One hundred
and Twenty) days, as prescribed in the Companies Act, 2013. Detailed
information regarding the meetings of the Board is included in the Report
on Corporate Governance, which forms part of this Integrated Annual
Report.

Particulars of Contracts or Arrangements made with
Related Parties

There were no materially significant related party transactions entered
between the company, directors, management and their relatives,
except for those disclosed in the financial statements. All the contracts/
arrangements/ transactions entered by the Company with the related
parties during the Financial Year 2024-25 were in the ordinary course of
business and on an arm's length basis, and whenever required the Company
has obtained necessary approvals as per the related party transaction policy
of the Company.

Accordingly, the particulars of contracts or arrangements with related
parties which is required to be disclosed under Section 134(3)(h) read with
Section 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicable
to the Company for Financial Year 2024-25 and, hence, the same does not
form part of the Board's Report.

The Company has formulated the policy on Related Party Transactions, and
the same is available on the website of the Company at https://www.biocon.
com/investor-relations/corporate-governance/governance-documents-
policies/. The details of related party disclosures form part of the notes to
the Financial Statements provided in this Integrated Annual Report.

Credit Ratings

ICRA Limited, vide its letter dated August 30, 2024, has reaffirmed the rating
at 'ICRA AA ' for the long-term bank facilities and 'ICRA A1 ' for the short¬
term bank facilities of the Company.

CRISIL vide its letter dated November 25, 2024, has reaffirmed the rating at
'CRISIL AA ' for the long-term bank facilities and 'CRISIL A1 ' for the short¬
term bank facilities of the Company.

India Ratings and Research ('Ind-Ra') vide letter dated January 22, 2025,
has reaffirmed the rating at 'IND AA / Stable' for the Non-convertible
Debentures and Term Loans, 'IND AA /A1 ' for proposed working capital
limits, and 'IND A1 ' for Commercial paper program of the Company.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings & Outgo

The particulars as prescribed under Section 134(3)(m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended
herewith as Annexure3 to the Board's Report.

AUDITORS

Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/
W-100022) were appointed as the Statutory Auditors of the Company for a
term of 5 (five) years, to hold office from the conclusion of the 43^rd AGM held
on July 23, 2021, till the conclusion of the 48^th AGM.

The Auditors' Report on the financial statements of the Company for the
Financial Year ended March 31, 2025, is unmodified i.e. it does not contain
any qualification, reservation or adverse remark or disclaimer. The Auditors'
Report is enclosed with the financial statements forming part of the
Integrated Annual Report.

Cost Auditors

The Cost Records of the Company are maintained in accordance with
the provisions of Section 148(1) of the Companies Act, 2013 as specified
by the Central Government. The Cost Audit Report, for the Financial Year
ended March 31, 2024, was filed with the Central Government within
the prescribed time. The Board, based on recommendation of the Audit

Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants
(Firm Registration Number 000065) as the Cost Auditors to conduct the
audit of Company's cost records for the Financial Year ended March 31,
2025. The Cost Auditors will submit their report for the Financial Year 2024¬
25 on or before the due date.

The Board, based on the recommendation of the Audit Committee,
has appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm
Registration Number 000065) as the Cost Auditors of the Company to
conduct the audit of Company's cost records for the Financial Year 2025-26.
The Cost Auditors have confirmed that their appointment is within the limits
of Section 141(3)(g) of the Companies Act, 2013 and have also certified that
they are free from any disqualifications specified under Section 141(3) and
proviso to Section 148(3) read with Section 141(4) of the Companies Act,
2013. The Audit Committee has also received a certificate from the Cost
Auditors certifying their independence and arm's length relationship with
the Company.

In accordance with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, since the
remuneration payable to the Cost Auditor is required to be ratified by the
Members, the Board recommends the same for approval by Members at the
ensuing 47^th AGM of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
rules prescribed thereunder read with applicable provisions of the SEBI
Listing Regulations, M/s. V. Sreedharan & Associates, Practicing Company
Secretaries (holding Peer Review Certificate No. 5543/2024) were appointed
to conduct the secretarial audit of the Company for the Financial Year 2024¬
25. The Secretarial Audit Report for the Financial Year 2024-25 does not
contain any qualification, reservation or adverse remark or disclaimer and is
appended herewith as Annexure 4 to the Board's Report.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations,
Biocon Biologics Limited, an unlisted material subsidiary of the Company
undertook the secretarial audit for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year 2024-25 given by M/s. V. Sreedharan &
Associates, Practicing Company Secretaries is appended herewith as
Annexure 4A of the Board's Report.

Pursuant to the SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated
November 11, 2024, the Annual Secretarial Compliance Report for the
Financial Year 2024-25, issued by M/s. V. Sreedharan & Associates, Practicing
Company Secretaries has been submitted with the stock exchanges where
shares of the Company are listed, within the stipulated timeline.

Further, in compliance with Regulation 24A of SEBI Listing Regulations,
as amended, the Board of Directors, based on the recommendation of
the Audit Committee, has appointed M/s. V. Sreedharan and Associates,
Practicing Company Secretaries, as the Secretarial Auditors of the Company
for a term of 5 (five) consecutive years commencing from Financial Year
2025-26 till Financial Year 2029-30, at a proposed annual secretarial audit
fees of ' 2,50,000 (Rupees Two Lakhs and Fifty Thousand only) payable in
one or more tranches, plus applicable taxes, and reimbursement of out-of¬
pocket expenses as may be incurred in connection with performing the
secretarial audit of the Company. The said appointment is subject to the
approval of the Members at the ensuing 47^th AGM of the Company.

Reporting of fraud by Auditors

During the year, the statutory auditors have not reported to the Audit
Committee any material fraud on the Company by its officers or employees

under Section 143(12) of the Companies Act, 2013, the details of which
need to be provided in this report.

Risk Management Policy / Framework

The Risk Management Committee ('RMC') of the Board oversees the
Enterprise Risk Management process as defined in the Risk Management
Policy. On a quarterly basis, the RMC reviews the risk assessment report
and deliberates upon the aspects such as risk identification, prioritization
based on impact and likelihood of occurrence, effectiveness of mitigation
plans, emerging risks etc. All key risks from risk register are assessed in detail
at least once a year. Overall re-assessment of all risks as per risk register is
carried out annually and changes made to the register basis the internal/
external factors. Risk register covers risks across categories such as sector-
specific, geo-political, strategic, regulatory, statutory, IT, Sustainability/ ESG,
Catastrophic, and critical executional/ operational risks.

During the year under review, major focus areas by RMC includes cyber
security, data privacy and governance, increasing geo-political concerns
and their impact on supply chain, product portfolio selection, and high
competitor pressure.

Internal Financial Control

The Company has laid down guidelines, processes and structures, which
enable implementation of appropriate internal financial controls across the
organisation. Such internal financial controls encompass key activities or
procedures adopted by the Company for ensuring the orderly and efficient
conduct of business, including adherence to its policies, safeguarding of
its assets, prevention and detection of frauds and errors, the accuracy and
completeness of accounting records and the timely preparation of reliable
financial information. Internal controls put in place are process-level manual
controls, application level controls (i.e. controls residing in IT applications
including the ERP applications wherein the transactions are approved and
recorded), ITGC controls and Entity-level controls such as Code of conduct,
ABAC, Whistleblowers, etc.

The Company is staffed by experienced and qualified professionals who play
an important role in designing, implementing, maintaining and monitoring
our internal control systems. Independent review and self-certification
mechanisms are put in place to ensure that such control systems are
adequate and are operating effectively on an ongoing basis. A quarterly
update on Internal controls health is reported to the Audit Committee.

Periodic internal audits are carried out by the Internal Auditors of the
Company to provide reasonable assurance of internal control effectiveness
and advise the Company on industry-wide best practices. The Audit
Committee, consisting of Independent Directors, reviews important issues
raised by the internal and statutory auditors regularly and the status of
rectification measures to ensure that risks are mitigated appropriately on
a timely basis.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules
prescribed thereunder and the SEBI Listing Regulations is implemented
through the Whistle Blower Policy of the Company to enable the Directors,
employees and all stakeholders (internal and external) of the Company to
report genuine concerns, to adequately safeguard against victimisation of
persons who use such mechanism and make provision for direct access to
the Chairperson of the Audit Committee.

The Company has also launched a Speak-Up Hotline facility accessible
to all employees across the globe. This Hotline allows our people to raise
concerns about any kind of business or employee misconduct and seek
clarification, while remaining anonymous if they choose.

The Integrity Committee ('ICO comprising of the CEO, CFO and HR Head
oversees the investigation and reporting of suspected unethical practices,
grievances and whistleblowers received. The IC assesses these concerns,
takes corrective actions and presents quarterly summaries of key
investigations to the Audit Committee.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013,
the Directors to the best of their knowledge hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating
to material departures;

b. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable
and prudent so as 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 and loss
of the Company for that period;

c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls based on the internal
controls framework established by the Company, which were
adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.

Particulars of Employees

The statement containing particulars of employees in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this report and is appended herewith as Annexure 5 to the
Board's Report.

The statement containing particulars in terms of 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. The above statement is available on the website of
the Company at www.biocon.com.

However, considering the first proviso to Section 136(1) of the Companies
Act, 2013, the Integrated Annual Report, excluding the aforesaid information,
is being sent to the Members of the Company and others entitled thereto.
The said information is available for inspection at the registered office of the
Company during business hours on working days of the Company up to

the date of the ensuing AGM. Any Member(s) interested in obtaining a copy
thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility

The Company drives social and economic inclusion for underserved
and marginalized communities through the Biocon Foundation, Biocon
Academy and strategic partnerships with like minded organizations (both
private and government).

During the year, the Company undertook several key Corporate Social
Responsibility ('CSR') initiatives, including the following: (a) Environment
Sustainability- Supporting the development of a sustainable urban public
transport system to reduce carbon emissions and enhance urban mobility;
(b) Promoting Education- Advancing healthcare and research infrastructure
and fostering high-end talent in the biopharma sector through specialized
learning programs; (c) Promoting Healthcare- A community centric &
technology driven model offering primary healthcare services, focusing
on non-communicable diseases and also involved in rural development
initiatives.

For detailed CSR initiatives please refer to 'Social & Relationship Capital'
section of this Integrated Annual Report.

In compliance with the provisions of Section 135 of the Companies Act,
2013, the Board has formed a CSR & ESG Committee, which monitors
and oversees various CSR initiatives and activities of the Company. As
on March 31, 2025, the CSR & ESG Committee comprises of Naina Lal
Kidwai (Chairperson), Prof. Ravi Rasendra Mazumdar, Eric Vivek Mazumdar,
Siddharth Mittal, Rekha Mehrotra Menon and Nicholas Robert Haggar.

An Annual Report on Corporate Social Responsibility, setting out the
disclosures as per Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is appended herewith as Annexure 6. The Policy on
Corporate Social Responsibility and Annual Action Plan have been uploaded
on the website of the Company and is available at https://www.biocon.
com/investor-relations/corporate-governance/governance-documents-
policies/.

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

The Company has in place a Policy on Prevention of Sexual Harassment in
line with the requirements of the Sexual Harassment ofWomen at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee ('ICC') has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. The Policy is gender neutral.

During the financial year under review, 5 (five) complaints with allegations
of sexual harassment were filed and all 5 (five) complaints were disposed-off
and no complaint is pending for closure as per the timelines of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Transfer of Unpaid and Unclaimed Amounts to Investor
Education and Protection Fund

Pursuant to the provisions of Section 124(5) ofthe Companies Act, 2013, read
with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid
or unclaimed for a period of 7 (seven) years from the date of their transfer

to the unpaid dividend account are required to be transferred by the
Company to the Investor Education and Protection Fund ('IEPF'), established
by the Central Government. Further, as per IEPF Rules, the shares on which
dividend has not been paid or claimed by the Members for 7 (seven)
consecutive years or more shall also be transferred to the demat account
of the IEPF Authority. Further, as per Rule 6(8) of IEPF Rules, all benefits such
as bonus shares, split, consolidation except rights issue, accruing on shares
which are transferred to IEPF, shall also be credited to the demat account of
the IEPF authority.

During the year ended March 31,2025, the Company has transferred unpaid
and unclaimed dividends of Rs. 6,67,233 for the Financial Year 2016-17 and
50,018 corresponding equity shares on which dividends were unclaimed
for 7 (seven) consecutive years were transferred as per requirements of the
IEPF Rules.

As on March 31,2025, Mayank Verma, Company Secretary of the Company
was the Compliance Officer under Biocon Insider Trading Code framed
under the SEBI (Prohibition of Insider Trading) Regulations, 2015 as well as
the Nodal Officer of the Company for the purposes of verification of claims
and coordination with IEPF Authority pursuant to the IEPF Rules.

Consequent to the resignation of Mayank Verma effective from close of
business hours of April 14, 2025, Mukesh Kamath, Interim Chief Financial
Officer acts as the Compliance Officer under Biocon Insider Trading Code
and is also appointed as Nodal Officer of the Company effective from April
15, 2025 for the purposes of verification of claims and coordination with
IEPF Authority pursuant to the IEPF Rules.

Significant and Material Orders

There are no significant and material orders passed during the year by the
regulators, courts or tribunals impacting the going concern status and
Company's operations in the future.

Statutory Disclosures

None of the Directors of the Company are disqualified as per the provisions
of Section 164(1) and (2) of the Companies Act, 2013. The Directors have
made necessary disclosures, as required under various provisions of the
Companies Act, 2013, and the SEBI Listing Regulations.

Material Changes and Commitments

No material changes and commitments affecting the financial position of
the Company have occurred between March 31,2025, and the date of this
report.

Change in Nature of Business

The Company continues to be a pioneer biopharmaceutical Company
engaged in manufacturing active pharmaceutical ingredients and
formulations, including biosimilar drugs for diabetics, oncology and
autoimmune diseases with sales in markets across the globe.

There has been no change in the nature of the business of the Company.

Annual Return

The Annual Return of the Company as per the provisions of Sections 134(3)
(a) and 92(3) of the Companies Act, 2013, is available on the website of
the Company at https://www.biocon.com/investor-relations/shareholder-
services/annual-general-meeting/

Secretarial Standards issued by the Institute of Company
Secretaries of India

In terms of Section 118(10) of the Companies Act, 2013, the Company has
complied with the applicable Secretarial Standards i.e. SS-1, SS-2 and SS-4,
relating to the 'Meetings of the Board, 'General Meetings' and 'Report of the
Board of Directors', respectively, as specified by the Institute of Company
Secretaries of India ('ICSI') and approved by the Central Government.

Corporate Codes and Policies

The details of the policies approved and adopted by the Board as required
under the Companies Act, 2013, SEBI Listing Regulations, and other
applicable laws, are provided in Annexure 7 to this Board's Report.

Other Disclosures

a. There are no proceedings initiated/pending against the Company
under the Insolvency and Bankruptcy Code, 2016, which materially
impact the business of the Company; and

b. There were no instances where the Company required the valuation
for one time settlement or while taking the loan from the Banks or
Financial institutions.

Green Initiative

We request all the shareholders to support the 'Green Initiative' of the
Ministry of Corporate Affairs and Biocon's continuance towards a greener
environment by enabling the service of the Integrated Annual Report, AGM
Notice, and other documents electronically to your email address registered
with your Depository Participant/ the Registrar and Share Transfer Agent of
the Company.

In support of the 'Green Initiative', the Company encourages Members
to register their email addresses with their Depository Participant or the
Registrar and Share Transfer Agent of the Company to receive soft copies
of the Annual Report, Notices and other information disseminated by the
Company, on a real-time basis without any delay.

Acknowledgement

We place on record our appreciation for the committed services by every
Member of the Biocon family globally whose contribution was significant
to the growth and success of the Company. We would like to thank all our
clients, partners, vendors, investors, bankers and other business associates
for their continued support and encouragement during the year.

We also thank the Government of India and Malaysia, Government of
Karnataka, Government of Telangana, Government of Andhra Pradesh,
Ministry of Information Technology and Biotechnology, Ministry of Health,
Ministry of Commerce and Industry, Ministry of Finance, Department of
Pharmaceuticals, Department of Scientific and Industrial Research, Ministry
of Corporate Affairs, Central Board of Indirect Taxes and Customs, Income
Tax Department, CSEZ and all other regulatory agencies for their assistance
and cooperation during the year and look forward to their continued
support in the future.

For and on behalf of the Board
Sd/-

Bengaluru Kiran Mazumdar-Shaw

May 08, 2025 Executive Chairperson

DIN:00347229