Biocon Ltd

Dear Shareholders,

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

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: 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.

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

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

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:

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. 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.

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. 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.

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: 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.

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.

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. 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.

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 of Karnataka, India. SMSL is dedicated to the manufacturing of pharmaceutical, biopharmaceutical, and biological products.

During the Financial Year ended March 31, 2025, SMSL reported a total revenue of 1 million and reported no loss against nil total revenue and net loss in FY24. SMSL is yet to commence the operations.

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 Limited

During the Financial Year ended March 31, 2025, BCIL reported a total revenue of 31,088 million and net loss of 688 million against a revenue of

25,728 million and net loss of 3,546 million in FY24.

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.

BBSAG 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, 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 P.C., Greece

Biocon Biologics Greece SINGLE MEMBER P.C. (‘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.

During the Financial Year ended March 31, 2025, BBSA reported a total revenue of 35 million and net profit of 2 million against a total revenue of 1 million in and no loss in FY24.

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 of BBUK, 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

Biocon Limited

on Singapore Exchange Securities Trading Limited (SGX-ST). Proceeds from the issue of the Notes were utilized by the Group to refinance the existing debt of the BBL group.

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:

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 of the 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 31, 2025.

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) of the 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.

Biocon Limited

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 in the data bank of the Indian Institute of Corporate Affairs (‘IICA') for a period 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 of 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:

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 Annexure 3 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 Whistle Blower Policy of the Company is available on the Company's website and can be accessed at https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.

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 (‘IC') 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 of Women 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) of the 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.