Directors Report of Biocon Ltd.

Mar 31, 2025

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:

¦ 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 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

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Mar 31, 2023

We are pleased to present the Forty-Fifth (45^th) 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, 2023.

Financial Highlights

		In '' mn (except EPS)
Particulars	Standalone		Consolidated
	FY23	FY22	FY23	FY22
Total Income	22,643	19,254	115,501	83,967
Expenses	21,559	17,857	101,946	70,956
Share of loss of joint venture and associate, net	-	-	(1,670)	(2,069)
Profit before tax and exceptional items	1,084	1,397	11,885	10,942
Exceptional items, net	28,628	-	(2,914)	(1,111)
Profit before tax	29,712	1,397	8,971	9,831
Income tax	1,288	536	2,541	2,115
Non-controlling interest	-	-	1,803	1,232
Profit for the year	28,484	861	4,627	6,484
Other comprehensive income, net	9	80	1,138	967
Total comprehensive income	28,493	941	5,765	7,451
Earnings per Share (EPS) after exceptional items	23.87	0.72	3.88	5.44

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 pursuant to sub-section 3 of Section 129 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 the details of performance and the financial positions of each of the subsidiaries, associates and joint venture.

State of Affairs

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

• During the year, our consolidated revenues registered a growth of 38% to '' 115,501 mn from '' 83,967 mn in

FY22. From a segment perspective, Biologics recorded an annual growth of 61% and Research services grew by 23% while Generics registered a growth of 13%.

• Core operating margins (EBITDA margins net of licensing, forex and R&D) increased to 34% compared to 32% in FY22 mainly due to higher contribution from Biologics and Research.

• Profit for the year including non-controlling interest stood at '' 6,430 mn compared to '' 7,716 mn for FY22.

• The effective tax rate (ETR) for the year before the exceptional item was 15% (22% in FY22). ETR is down by 7% due to lower tax led by tax holidays in Biosimilar business.

Exceptional items (Consolidated):

• During the year, Group obtained services of professional experts (like advisory, legal counsel, valuation experts etc.) for the acquisition of Viatris biosimilar business and proposed merger of Covidshield Technologies Private Limited. The Group recorded '' 2,374 mn as an expense under Exceptional items in the financial statements.

Consequential tax impact of '' 231 mn is included within tax expense during the year ended March 31, 2023.

• Pursuant to acquisition of Viatris biosimilar business, the Group re-assessed the value of certain licensed products for development and commercialisation and recorded an impairment of certain intangible assets amounting to '' 470 mn. The impairment has been recognised as an exceptional item in the financial statements. Consequential tax impact of ''62 mn is included within tax expense during the year ended March 31, 2023.

Corporate Events:

• Biocon Limited has sold 15.39% shares held in Syngene International Limited (Syngene), subsidiary company, in the market in tranches to meet its funding commitment to Biocon Biologics Limited (BBL) pursuant to the acquisition of biosimilars assets of Viatris Inc. by BBL.

• The Company has issued Commercial Papers (CP) of '' 22,500 million on November 23, 2022, to SBI Mutual Fund and ICICI Prudential Mutual Fund which was redeemed at its maturity date i.e., February 22, 2023.

• BBL has allotted equity shares to Biocon Limited and Biocon Pharma Limited, subsidiary of Biocon Limited, for an amount of ~USD 650 million on rights issue basis during November 2022.

• Biocon Biologics Limited completed the acquisition of the global biosimilars business of Viatris Inc. through (i) Purchase of 100% stake in Biosimilar NewCo Limited (''BNCL''); and (ii) Subscription to 100% stake in Biosimilar Collaborations Ireland Limited (''BCIL'')

• The Company has raised funds by issuance and allotment of Non-Convertible Debentures aggregating to '' 10,700 million to Kotak Special Situations on February 21, 2023.

• The Company has raised funds by issuance and allotment of Non-Convertible Debentures aggregating to '' 5,000 million to ESOF III Investment Fund and Edelweiss Alternative Asset Advisors Limited on May 19, 2023. The Company further invested the said funds for acquisition of Optionally Convertible Debentures (OCDs) issued by BBL.

The highlights of the Company''s Standalone Financial

performance are as under:

• Revenue from operations for FY23 stood at '' 19,929 mn compared to '' 17,382 mn for FY22. Other income for FY23 amounted to '' 2,714 mn as against '' 1,872 mn in FY22.

• Core operating margins (EBITDA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 14% compared to 17% in the previous financial year, primarily due to price erosion in Generics business.

• Profit before tax and exceptional items stood at '' 1,084 mn compared to '' 1,397 mn in FY22. Decrease in standalone profit is mainly due to price erosion in our base business products specifically statins.

• Effective tax rate (ETR) for the year was 27% (excluding Minimum Alternate Tax (MAT) charge on adoption of new tax regime and dividend income with nil tax charge) against 38% in FY22. ETR is down in FY23 mainly due to adoption of new tax regime under section 115BAA of the Income Tax Act, 1961.

• Effective April 1, 2022, the Company decided to elect its option to adopt the new tax regime notified u/s 115BAA of the Income Tax Act, 1961 and consequently, has written off MAT balance of '' 1,071 mn in its financial statements for the year ended March 31, 2023, which can no longer be carried forward.

• Profit for the year stood at '' 28,484 mn compared to '' 861 mn for FY22. This includes MAT write off of '' 1,071 mn and exceptional gain of '' 28,628 mn on Syngene stake sale as mentioned below.

Exceptional items (Standalone):

• During the year, the Company sold 6,17,89,164 equity shares of '' 10 each of Syngene in the open market. The gain arising from sale of aforesaid equity shares amounting to '' 28,628 mn has been recorded as exceptional item in the Standalone Financial Statements.

Subsidiaries, Associates and Joint Ventures

The Company has 26 subsidiaries, 1 joint venture and 2 associates as on March 31, 2023. 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 at 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 is presented as below:

Syngene International Limited, India

Syngene International Limited (Syngene), subsidiary of the Company, is an innovation-focused global discovery, development and manufacturing organisation providing integrated scientific services to the pharmaceutical, biotechnology, nutrition, animal health, consumer goods and specialty chemical industries around the world. Its services include integrated drug discovery and development capabilities in chemistry, biology, in vivo and in vitro pharmacology, toxicology, custom synthesis, process R&D, cGMP manufacturing, formulation and analytical development along with clinical development services. Syngene is a public limited company incorporated and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company''s shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) in India.

During the year ended March 31, 2023, Syngene (consolidated) registered total revenue growth of 23% to '' 32,638 mn (FY22 - '' 26,570 mn). EBITDA margin for the year was 31% with the operating margin at '' 10,053 mn (FY22 - '' 8,490 mn), registering a growth of 18%.

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 provides sales and business support services to the operations of Syngene in USA. During FY23, Syngene USA Inc., posted total revenue of '' 453 mn and reported a net profit of '' 28 mn against a total revenue of '' 280 mn and net profit of '' 19 mn in FY22.

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 shall be engaged in Contract Research and Manufacturing Services (CRAMS) and Clinical research services. During FY23, there was no revenue generated as SSSL was yet start its operations.

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 shall be engaged in the business of manufacturing of pharmaceutical, biopharmaceutical and biological products of any kind. During the FY23, there was no revenue generated as SMSL was yet to start its operations.

Biocon Biologics Limited, India (formerly known as Biocon Biologics India Limited)

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 Ltd., 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 recently acquired the global biosimilars business of its longstanding strategic partner Viatris, which is a historic milestone in its value creation journey. Biocon Biologics has commercialized eight biosimilars in several key Emerging Markets as well as Advanced Markets like U.S., EU, Australia, Canada and Japan.

The Company has a pipeline of 20 biosimilar assets across diabetology, oncology, immunology, and other noncommunicable 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 year, BBL completed its multi-billion-dollar acquisition of the global biosimilars business of its partner Viatris Inc on November 29, 2022 after obtaining all applicable approvals from relevant global regulators including the U.S. Federal Trade Commission, the Competition Commission of India and the Reserve Bank of India, and its investors. The acquisition created a unique, fully integrated, leading global biosimilars enterprise with direct commercialization capabilities in both Advanced Markets and several key Emerging Markets. As a part of the transaction, BBL has issued Compulsorily Convertible Preference Shares (CCPS) in the Company valued at USD 1 billion and made an upfront cash payment of USD 2 billion to Viatris. In consideration of this issuance of securities, the BBL purchased 100% stake in Biosimilar Newco Limited ("BNCL"), a company incorporated in the United Kingdom; and subscribed to 100%

stake in Biosimilar Collaborations Ireland Limited ("BCIL"), a company incorporated in Ireland, indirectly through Biocon Biologics UK Limited.

During the previous year 2021-22, BBL Board of Directors approved the scheme of Merger by Absorption (the Scheme) of Covidshield Technologies Private Limited ("CTPL"), a wholly owned subsidiary of Serum Institute Life Sciences Private Limited ("SILS"). While BBL had received approval from the National Company Law Tribunal (NCLT) in Karnataka, SILS was awaiting approval from the NCLT in Maharashtra to complete the merger. BBL and SILS entered into new strategic alliance, wherein they have reached an agreement to withdraw from the original equity structure contemplated under their Strategic Alliance announced in September, 2021.

During the year ended March 31,2023, BBL posted a standalone revenue of '' 21,893 mn (FY22 - '' 23,728 mn) and a standalone net loss of '' 4,453 mn (FY22 - Net profit of '' 860 mn).

During the year ended March 31,2023, BBL posted consolidated revenue growth of 61% to '' 55,958 mn (FY22 - '' 34,747 mn) and a consolidated net profit of '' 1,335 mn (FY22 - '' 3,825 mn).

Biocon Biologics UK Limited, UK (formerly known as Biocon Biologics Limited)

Biocon Biologics UK Limited, (formerly known as Biocon Biologics Limited) (''BUK'') which was incorporated in the United Kingdom in March, 2016, is a wholly owned subsidiary of BBL.

During the year, BBUK reported a total revenue of '' 19,754 mn and net profit of '' 4,190 mn in FY23 against a total revenue of '' 16,034 mn and profit of '' 2,524 mn in FY22.

Biosimilars Newco Limited, United Kingdom

Biosimilars Newco Limited (''BNCL'') is a wholly owned subsidiary of BBL, registered in the United Kingdom, which was acquired from Viatris on November 29, 2022, as part of acquisition of Viatris'' Biosimilars assets / business.

BNCL undertakes biosimilars businesses, i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, Glargine, Aspart, Pertuzumab and Toujeo across the globe.

BNCL reported total revenues of '' 14,524 mn and net loss of '' 3,237 mn in FY23.

Biosimilar Collaborations Ireland Limited, Ireland

Biosimilar Collaborations Ireland Limited (''BCIL'') is a wholly owned subsidiary of Biocon Biologics UK Limited, registered in Ireland, which was acquired from Mylan Ireland Limited, an Irish private limited company and wholly owned subsidiary of Viatris

Inc. on November 29, 2022 as part of acquisition of Viatris'' Biosimilars assets / business.

BCIL undertakes biosimilars businesses w.r.t Adalimumab, Eternacept and Aflibercept.

BCIL reported total revenues of '' 7,835 mn and net profit of '' 1,258 mn in FY23.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd. (''BSB'') is a wholly owned subsidiary of BUK and is a step-down subsidiary of BBL. 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$ 350 mn investment, 800 strong workforce, BSB is the single largest biotech facility in Malaysia and holds the commercial and development rights of insulin and insulin analogues.

BSB reported total revenue of '' 12,686 mn and net profit of '' 1,905 mn in FY23 against total revenue of '' 7,869 mn and net loss of '' 1,080 mn in FY22.

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia (formerly known as Biocon Healthcare Sdn. Bhd.)

Biocon Biologics Healthcare Malaysia Sdn. Bhd. (''BBHMSB'') is a wholly owned subsidiary of BUK, registered in Malaysia. BBHMSB was established with an objective of undertaking operations for biologics in Malaysia. BBHMSB was set up to carry on the business as importers and distributors of drugs and devices in the Malaysian market.

BBHMSB did not have any operations during the FY23 and FY22.

Biocon Biologics Inc., USA

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

During the year, BBI reported a total revenue of '' 382 mn and net profit of '' 14 mn in FY23 against loss of '' 110 mn in FY22.

Biocon Biologics Do Brasil Ltda, Brazil

Biocon Biologics Do Brasil Ltda, Brazil (''BBDBL'') is a wholly owned subsidiary of BUK, registered in Brazil. BBDBL was established with an objective to undertake direct marketing services and representatives'' activities and intermediation in general.

BBDBL reported total revenues of '' 48 mn and net profit of '' 1 mn in FY23 against a net loss of '' 49 mn in FY22.

Biocon Biologics FZ-LLC, UAE

Biocon Biologics FZ-LLC, UAE (''BBFL'') is a wholly owned subsidiary of BUK, registered in Dubai, UAE. BBFL was established with an objective to undertake import and export, marketing and sales promotion, research and development, storage, support services activities related to therapeutics.

During the year, BBFL reported total revenues of '' 261 mn and net profit of '' 5 mn in FY23 against a net profit of '' 1 mn in FY22.

Biocon Biologics Canada Inc., Canada

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

There was no business or any operations conducted during the year.

Biocon Biologics Germany GmbH, Germany

Biocon Biologics Germany GmbH, a wholly-owned subsidiary of BUK, was incorporated on March 29, 2023, to carry out activities such as commercialisation, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

There was no business or any operation conducted during the year.

Biocon Pharma Limited, India

Biocon Pharma Limited (''BPL'') is a wholly owned subsidiary of the Company with its registered office situated in Bengaluru, Karnataka. 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 US and EU. BPL has setup its formulations manufacturing facility for oral solid dosages at Bengaluru.

During the year under review, the Board of Directors have approved scheme of amalgamation of Biofusion Therapeutics Limited, wholly owned subsidiary of Biocon Limited with Biocon Pharma Limited. The scheme of amalgamation has been filed with National Company Law Tribunal (NCLT), Bangalore Bench and the same is in process.

During the year under review, BPL has also taken a loan equivalent to '' 12,400 mn from Serum Institute Life Sciences Private Limited (Serum) to subscribe to the rights issue of BBL. Further, BPL has acquired 4,33,34,580 shares of BBL on right issue basis on November 16, 2022.

Further, BPL acquired 8,34,402 shares of BBL from Biocon Limited, holding company and repaid the loan equivalent to '' 12,400 mn availed from Serum.

During the year ended March 31, 2023, BPL reported a total revenue of '' 6,232 mn and a net profit of '' 452 mn as against revenue of '' 6,314 mn and net profit of '' 1,056 mn in FY22. This growth was driven by launch of inhouse developed molecules in US, EU, UK and most-of-the-world markets.

Biocon Pharma Inc., USA

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

BPI registered total revenue of '' 5,249 mn and net profit of '' 21 mn in FY23 against total revenue of '' 4,707 mn and net profit of '' 207 mn in FY22.

Biocon Pharma UK Limited, UK

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

BPUK commenced its commercial operations in FY23 and recorded a total revenue of '' 70 mn. During the Financial Year ended March 31, 2023 and March 31, 2022, BPUK reported Nil loss.

Biocon Pharma Ireland Limited, Ireland

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

As on March 31, 2023, BPIL has not commenced its commercial operations. During the financial year ended March 31, 2023, BPIL reported a loss of '' 3 mn against '' 1 mn in FY22.

Biocon Pharma Malta Limited (BPML) & Biocon Pharma Malta I Limited (BPMIL)

BPML is a wholly owned subsidiary of BPL and BPMIL is a wholly owned subsidiary of BPML, which were incorporated on January 25, 2021 in Malta. BPMIL is engaged in commercialization of generic formulations and has commenced its commercial operations as on March 31, 2023.

During the year under review, BPMIL has recorded a total revenue of '' 116 mn and reported a profit of '' 2 mn against loss of '' 1 mn in FY22. During the financial year ended March 31, 2023, BPML has reported loss of '' 1 mn similar to FY22.

Biocon Biosphere Limited, India

Biocon Biosphere Limited (''BBSL'') is a wholly owned subsidiary of Biocon Limited with its registered office situated in Bengaluru, Karnataka. The Company was incorporated under the Companies Act, 2013 on December 12, 2019 for undertaking similar business to that of Biocon Limited vide a Greenfield facility in Vizag to de-risk fermentation manufacturing at Bengaluru. As on March 31, 2023, BBSL has not commenced commercial operations and has capital work in progress of '' 5,988 mn as against '' 3,707 mn in FY22.

Biofusion Therapeutics Limited, India

Biofusion Therapeutics Limited (''BTL'') is a wholly owned subsidiary of Biocon Limited with its registered office situated in Bengaluru, Karnataka. 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.

During the year under review, the Board of Directors at its meeting held on July 27, 2022, approved the transfer of business of Contract Research Services of the Company on a going concern basis by way of slump sale to Syngene International Limited, along with employees, liabilities, approvals, registrations, licenses, agreements relating to the business etc. as per the Business Transfer Agreement, subject to the approval of the shareholders of the Company. Further, the shareholders of BTL at its Extra-Ordinary General Meeting held on July 28, 2022, approved for the sale and transfer of business of Contract Research Services of the Company on a going concern basis by way of slump sale to Syngene International Limited.

During the year under review, the Board of Directors has approved the scheme of amalgamation of Biofusion Therapeutics Limited with Biocon Pharma Limited, wholly owned subsidiary of Biocon Limited. The scheme of amalgamation has been filed with National Company Law Tribunal (''NCLT''), Bangalore Bench and the same is in process.

During the year ended March 31, 2023, Biofusion Therapeutics Limited reported a total revenue of '' 565 mn and a net profit of '' 259 mn as against total revenue of '' 402 mn and a net profit of '' 9 mn in FY22.

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 2014. 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''), 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.

In the current year, BSA registered a net profit of '' 5 mn against a loss of '' 1 mn in FY22.

Biocon FZ LLC, Dubai

Biocon FZ LLC is a wholly owned subsidiary of the Company, based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products to target markets in the Middle East and GCC. During the year ended March 31, 2023, Biocon FZ LLC earned '' 204 mn in revenue and reported a net profit of '' 12 mn against a revenue of '' 419 mn and a net profit of '' 2 mn in FY22.

Neo Biocon FZ LLC, UAE

Neo Biocon FZ LLC, UAE (''NB'') is a joint venture based in Dubai. 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 year ended March 31, 2023, Neo Biocon FZ LLC recorded total revenue of '' 160 mn as revenue and a net loss of '' 75 mn as against a revenue of '' 404 mn and a net profit of '' 78 mn in FY22. The entity continued to face regulatory challenges.

Bicara Therapeutics Inc., USA

Bicara Therapeutics Inc., USA (''Bicara'') was incorporated in December, 2018 in the United States of America as a subsidiary of the Company. Bicara is anchoring the development of

a pipeline of functional antibodies that exploit the recent advances in immuno-oncology. The Group accounts for its investments in Bicara using the equity method as it continues to have significant influence over the investee.

Bicara is currently in R&D phase and during the Financial Year ended March 31, 2023, Bicara recorded Nil revenue (FY22- Nil) and reported a net loss of '' 2,910 mn (FY22 - loss of '' 2,564 mn). The Group accounted a share of loss of '' 1,633 mn (FY22 - loss of '' 2,106 mn).

Biocon Limited holds 39% shareholding in Bicara. Hence, Bicara has been classified as an Associate Company of Biocon Limited.

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 '' 1.50 per equity share (i.e. 30 % of face value) for the financial year ended March 31, 2023. The dividend, if approved at the ensuing 45^th Annual General Meeting (''AGM''), will be paid to those members whose names appear in the Register of Members as on close of July 07, 2023. The total dividend payout will be approximately '' 1,800 million.

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/ corporategovernance/governance-documents-policies/.

Transfer to reserves

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2023.

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, 2023, is as follows:

Particulars	FY23 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

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 head count as on March 31, 2023 stood at 3,408.

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, is forming part of the 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 Schedule V (C) of the SEBI Listing Regulations forms part of this 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 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, notified on May 05, 2021.

The BRSR has replaced the existing Business Responsibility Reporting (''BRR'') format w.e.f. the Financial Year 2022-23. SEBI has made BRSR mandatory for the top 1000 (one thousand) listed entities by market capitalization with effect from Financial Year 2022-23. The Company had voluntarily prepared and published its 1^st BRSR Report for the Financial Year 2021-22.

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

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 SBEBSE 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.

Subsequently, the Company had also introduced Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 (hereinafter referred to as ''the RSU Plan''), 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 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, based on the recommendation of NRC and approval of the Board, the members at the 44^th AGM of the Company held on July 28, 2022, have approved the amendment in the ESOP Plan and RSU plan to align with the SEBI notification dated August 13, 2021, w.r.t. exercise of options through cashless route. The members have also approved the termination of the ESOP Plan and the cash and shares (existing or future) lying under the ESOP Plan shall be transferred to other share benefit schemes/ plans (existing or future) implemented by the Company under the SEBI SBEBSE Regulations. Further, the termination of the ESOP Plan shall not affect the options already offered and granted under this ESOP Plan to any grantee and such options shall remain in full force. The members have also approved the acquisition of shares through secondary market by the Trust under the RSU Plan.

During the year, a total of 23,86,260 and 5,21,787 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP Plan and RSU Plan, respectively.

As on March 31, 2023, the ESOP Trust cumulatively held 6,612,268 equity shares of the Company under both the ESOP and RSU Plans of the Company.

The applicable disclosures as stipulated under the SEBI SBEBSE Regulations as on March 31, 2023, are appended herewith as

Annexure 2 to the Board''s Report. The details of the Plan forms a part of the notes to accounts of the Financial Statements in this Annual Report. The Company has received a certificate from the Practicing Company Secretary, that the ESOP and RSU schemes have been implemented in accordance with SEBI SBEBSE Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

During the year ended March 31, 2023, there has been no other changes in the Company''s existing plans and they both are in compliance with SEBI SBEBSE 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, 2023.

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 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 had adopted a remuneration policy for Directors, Key Managerial Personnel, Senior Management and other employees. This policy is available at the website of the Company at https://www.biocon.com/investor-relations/ corporate-governance/governance-documents-policies/.

As on March 31, 2023, the Board 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, 2 (two) are women Directors. The Board periodically evaluates the need for change in its composition and size.

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 and geographical backgrounds. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board. The policy is available at 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 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.

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. All the Independent Directors are exempted from appearing the Online Proficiency Self-Assessment Test conducted by IICA.

In the opinion of the Board, all the Independent Directors have integrity, expertise and experience.

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. Once in every 3 (three) years, the Board evaluation is done by an external agency. For the current Financial Year 2022-23, the Board had undertaken this exercise through selfevaluation questionnaires.

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.

Directors

As on March 31, 2023, the Board of Directors comprised of 9 (nine) members including 2 (two) women members. The Board has an appropriate mix of Executive Directors, Non-Executive Non-Independent Directors and Independent Directors , which is compliant with the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.

Appointment

The Board of Directors at its meeting held on April 28, 2022, based on the recommendation of NRC, had approved the appointment of Naina Lal Kidwai as an Additional Director categorised as Non-Executive and Independent Director of the Company with effect from April 28, 2022. Further, the shareholders at the 44^th Annual General Meeting (''AGM'') held on July 28, 2022 have approved the appointment of Naina Lal Kidwai as an Independent Director of the Company for a period of 3 (three) years till the conclusion of 47^th AGM proposed to be held in the year 2025.

Further, the Board of Directors at its meeting held on November 14, 2022, based on the recommendation of NRC, had approved the appointment of Peter John Bains as an Additional Director categorised as Non-Executive and Independent Director of the Company. Further, pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013, Peter John Bains was appointed as an Independent Director of the Company with effect from December 12, 2022, till the conclusion of 48^th AGM of the Company to be held in the year 2026, by way of shareholder''s approval to the Postal Ballot Notice dated December 19, 2022.

Re-appointment

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Prof. Ravi Rasendra Mazumdar is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. Once he is re-appointed by the members at the ensuing AGM, he will continue as a NonExecutive Director of the Company.

The Board at its meeting held on May 23, 2023, had recommended above re-appointment and separate resolution shall be placed before the members for their approval at the ensuing 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 of Directors

During the year under review, Daniel Bradbury and Mary Harney, Independent Directors of the Company, have completed their second term of tenure with the Company on July 27, 2022. Accordingly, they ceased to be the Directors of the Company with effect from that date. The Board placed on record its

appreciation for the extensive contribution rendered by Daniel Bradbury and Mary Harney during their tenure at Biocon.

Key Managerial Personnel

The Key Managerial Personnel(s) of the Company as on March 31, 2023, are Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal, Managing Director & CEO, Indranil Sen, Chief Financial Officer and Mayank Verma, Company Secretary & Compliance Officer.

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 2022-23.

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 ESG Committee (''CSR & ESG''). The composition of the above committees, as on March 31, 2023, 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

Meleveetil Damodaran

Independent Director

•

•

7

Dr. Vijay Kumar Kuchroo

Independent Director

•

•

•

8

Naina Lal Kidwai

Independent Director

•

•

9

Peter John Bains

Independent Director

•

•

•

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 2022-23, the Board met 4 (four) times on April 28, 2022, July 27, 2022, November 14, 2022 and February 14, 2023. The maximum interval between any two meetings did not exceed 120 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 annual report.

Related Party Contracts or Arrangements

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 2022-23 were in the ordinary course of business and on an arm''s length basis, and whenever required the Company has obtained necessary approval as per the related party transaction policy of the Company.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form a part of the Report.

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

Credit Ratings

ICRA Limited vide its letter dated November 17, 2022 continued to rate the Company ''watch with Developing Implications'' on the long-term bank facilities of the Company. The short-term rating was removed from ''watch with developing implications'' and reaffirmed rating of ''ICRA A1 '' on the banking facilities and Commercial Paper of the Company.

During the year, CRISIL vide its letter dated November 30, 2022 removed ''watch with Developing Implications'' and reaffirmed rating of ''CRISIL AA '' rating on the long-term bank facilities of the Company. The rating on the short-term bank facilities has been reaffirmed at ''CRISIL A1 ''.

During the year under review, India Ratings and Research (Ind-Ra) has vide letters dated February 07, 2023 assigned its ''IND AA / Stable'' ratings on Non-convertible Debentures, Term Loans and ''IND A1 '' rating on Commercial Paper.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 3 to the Boards'' 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, on such remuneration as may be decided by the Board in consultation with the Statutory Auditors of the Company.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2023, 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 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, 2022, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed M/s. Rao & Murthy, 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, 2023. The Cost Auditors will submit their report for the Financial Year 2022-23 on or before the due date.

The Board, on recommendation of the Audit Committee, has appointed M/s. Rao & Murthy, 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 2023-24. 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 AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s. V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the Financial Year 202223. The Secretarial Audit Report for the Financial Year 202223 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure 4 to the Boards'' Report.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Biocon Biologics Limited, a material unlisted subsidiary of the Company undertook the secretarial audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 given by M/s. V. Sreedharan & Associates, Practicing Company Secretaries is appended herewith as Annexure 4A of the Boards'' Report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance

Report for the Financial Year 2022-23, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries shall be submitted with the stock exchanges where shares of the Company are listed, within stipulated timeline.

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 Company has formed a Risk Management Committee and has put in place an enterprise wide Risk Management Framework and Risk Management Policy with an objective of timely identification of risks (existing and upcoming), assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategies to reduce the impact of risk exposure. On a quarterly basis, the Risk Management Committee reviews critical risks on a rotation basis in line with the risk management plan to assess effectiveness of mitigation actions defined against critical risks and its impact on overall risk exposure of the Company. All the critical risk areas are covered at least once a year. All critical risk areas as identified by the Company are re-evaluated annually. During the course of year, appropriate changes were made to the risk register, considering internal and/or external changes.

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 policies, processes and 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. These include controls in the nature of manual or automated (IT applications including the ERP applications wherein the transactions are approved and recorded). Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and are operating effectively on an ongoing basis.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material mis-statements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial control system and such internal financial controls which were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

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.

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/ governancedocuments-policies/.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the directors 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 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 Boards'' 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 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 shareholder interested in obtaining a copy thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our business since its inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured its CSR activities. Today, the Company span its CSR efforts through Biocon Foundation, Biocon Academy and select partnership programs with like-minded private organizations and Government, aimed at promoting social and economic inclusion for the marginalized communities. In the year under consideration, the CSR programs of the Company were focused on providing financial assistance for sustainable urban public transport system and high-quality vocational training for youth in biosciences.

Environmental Sustainability

Air pollution levels continue to be a serious public health concern in Bengaluru. Traffic congestions and abysmally slow commute speed have tremendous adverse impacts on the quality of life of the residents in the city.

In keeping with the unwavering commitment to ecological balance and sustainability, the Company has supported a people-oriented and environment-friendly transport alternative. Mass rail transit systems lessen the usage of individual vehicles thereby reducing toxic emissions and greenhouse gases. Biocon Foundation signed a memorandum of understanding with Bengaluru Metro Rail Corporation (BMRCL) in 2020 to fund the construction of the proposed Metro Station at Hebbagodi. In the year under consideration, we continued our funding support towards the Biocon-Hebbagodi Metro station. The

station will form part of the new line of 18.82 KM connecting R V Road to Bommasandra, being constructed under Phase II of the Bengaluru Metro Rail Project. The line will be fully elevated with 16 stations. The Metro connectivity would provide a sustainable, safe and faster travel alternative to residents and business commuters from all parts of Bengaluru, reducing traffic congestion on Hosur Road and helping lower the environmental impact from vehicular pollution.

The project is progressing in full swing and is likely to be completed by the year 2023.

Promoting Education

Biocon Academy is dedicated exclusively to industry-oriented biosciences education which aims to address the skill deficit in the Biopharma sector, by developing high-end talent through advanced learning. 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.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility and ESG Committee, which monitors and oversees various CSR initiatives and activities of the Company. As on March 31, 2023, the CSR & ESG Committee comprises of Naina Lal Kidwai (Chairperson), Dr. Vijay Kumar Kuchroo, Prof. Ravi Rasendra Mazumdar, Eric Vivek Mazumdar and Siddharth Mittal.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure 6 to the Boards'' Report. The Policy on Corporate Social Responsibility and Annual Action Plan have been uploaded on to 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 an Anti-Sexual Harassment Policy 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, 8 (eight) complaints with allegations of sexual harassment were filed and all 8 (eight) 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 (''IEPF'')

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, read with the IEPF 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 right 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, 2023, the Company has transferred unpaid and unclaimed dividends of '' 1,106,320 for the financial year 2014-15 and 4,867 corresponding equity shares on which dividends were unclaimed for 7 (seven) consecutive years were transferred as per requirements of 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, 2023, 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 Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at www.biocon.com.

Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'')

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.

Green Initiative

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

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.

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Mar 31, 2022

We are pleased to present the Forty-Fourth (44th) 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, 2022.

Financial Highlights

		In '' Million (except EPS)
Particulars	Standalone		Consolidated
	FY22	FY21	FY22	FY21
Total revenue	19,254	21,786	83,967	73,976
Expenses	17,857	18,198	70,956	62,631
Share of Loss of joint venture and associate, net	-	-	(2,069)	(794)
Profit before tax and exceptional items	1,397	3,588	10,942	10,551
Exceptional items, net	-	-	(1,111)	126
Profit before tax	1,397	3,588	9,831	10,677
Income tax	536	783	2,115	2,215
Non-controlling interest	-	-	1,232	1,057
Profit for the year	861	2,805	6,484	7,405
Other comprehensive income, net	80	24	967	1,582
Total comprehensive income	941	2,829	7,451	8,987
Earnings per Share (EPS) after exceptional items	0.72	2.36	5.44	6.24

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 pursuant to sub-section 3 of Section 129 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 the details of performance and the financial positions of each of the subsidiaries, associates and joint venture.

State of Affairs

The highlights of the Company''s Consolidated Financial

performance are as under:

• During the year, our consolidated revenues registered a growth of 13% to '' 83,967 mn from '' 73,976 mn in FY21. From a segment perspective, Biologics recorded an annual growth of 24% and Research services grew by 19% while Generics registered a de-growth of 1%.

• Adjusting for the market to market loss of Biocon Biologics'' equity investment in Adagio, Core operating margins (EBITDA margins net of licensing, forex and R&D) stood at 32% in line with FY21.

• Profit for the year including non-controlling interest stood at '' 7,716 mn compared to '' 8,462 mn for FY21.

• The effective tax rate (ETR) for the year before the exceptional item was 22% (20% in FY21). ETR is up 2% since FY21 included credit for reversal of tax provision for earlier years.

Exceptional items (Consolidated):

• During the year, Biocon Biologics Limited ("BBL"), a

subsidiary of the Company and Goldman Sachs India AIF Scheme - 1 (Goldman Sachs) entered into an amendment agreement which resulted in modification in the terms of the compound financial instrument. This resulted into a charge of '' 274 million which is presented under Exceptional items in the financial statements.

Consequential tax impact of ''49 million is included within tax expense during the year ended March 31, 2022.

• The Government of India capped the total entitlement of

benefit under the Service Exports from India Scheme (SEIS) for services rendered in financial year 2019-2020 to ''50 million per exporter for the period. The Group reversed the SEIS claim receivables of '' 427 million for the financial year 2019-2020 and the same has been presented under exceptional items in the financial statements.

Consequential tax impact of ''75 million is included within tax expense.

• BBL had obtained services of professional experts (like advisory, legal counsel, valuation experts etc.) for the asset acquisition deal with Viatris and Merger by absorption of Covidshield technologies. These services were availed during the financial year ended March 31, 2022 and hence, in accordance with Ind AS 103 - Business Combinations, these have been recorded as expense amounting to '' 410 million in the financial statements. Given these are material and infrequent in nature, the Group has disclosed these expenses under the head ''Exceptional items'' in the financial statement. Consequential tax impact of '' 169 million is included within tax expense in financial statements.

Corporate Acquisitions:

• The Board of Directors of BBL approved the scheme of Merger by Absorption ("the Scheme") of Covidshield Technologies Private Limited ("CTPL"), a wholly owned subsidiary of Serum Institute Life Sciences Private Limited ("SILS"), with and into BBL, with an appointed date of October 01, 2022. However, the Scheme is subject to statutory approvals of certain authorities, shareholders and creditors.

• BBL entered into a definitive agreement with its partner Viatris Inc. to acquire Viatris'' biosimilars business to create a unique fully integrated global biosimilars enterprise. Viatris will receive consideration of up to USD 3.335 billion,

including cash up to USD 2.335 billion and Compulsorily Convertible Preference Shares (CCPS) in BBL, valued at USD 1 billion. This transaction is also subject to necessary regulatory and other approvals.

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

• Revenue from operations for FY22 stood at '' 17,382 mn compared to '' 20,284 mn for FY21. Other income for FY22 amounted to '' 1,872 mn as against '' 1,502 mn in FY21.

• Core operating margins (EBIDTA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 17% compared to 25% in the previous financial year, primarily due to lower volumes in Generics business.

• Profit before tax stood at '' 1,397 mn compared to '' 3,588 mn in FY21. Decrease in standalone profit is mainly due to challenges in selling price, increased solvents and natural gas price and increased competition in some of our products.

• Effective tax rate (ETR) for the year was 38% against 22% in FY21. ETR is up since FY21 included credit for reversal of tax provision for earlier years.

• Profit for the year stood at '' 861 mn compared to '' 2,805 mn for FY21.

Impact of the COVID-19 pandemic

The rise of different variants of the COVID-19 once again dented the pace of economic activity in India. Despite the unsettling global developments, India''s economy is on the path of revival. The Company was dedicatedly committed towards safeguarding the health and safety of its employees, their families, and other stakeholders.

The impact of the pandemic on our business performance is outlined in the Financial FAQs and under the Management Discussion and Analysis Report.

Subsidiaries, Associates and Joint Ventures

The Company has 20 subsidiaries, 1 joint venture and 2 associates as on March 31, 2022. A report on the performance and financial position of each Subsidiary, associate 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 SEBI (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 at 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, associates and joint venture is presented as below:

Syngene International Limited, India

Syngene International Limited (Syngene), subsidiary of the Company, is an innovation-focused global discovery, development and manufacturing organisation providing integrated scientific services to the pharmaceutical, biotechnology, nutrition, animal health, consumer goods and specialty chemical industries around the world. Its services include integrated drug discovery and development capabilities in chemistry, biology, in vivo and in vitro pharmacology, toxicology, custom synthesis, process R&D, cGMP manufacturing, formulation and analytical development along with clinical development services. Syngene is a public limited company incorporated and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company''s shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) in India.

During the year ended March 31, 2022, Syngene (consolidated) registered a revenue growth of 18% to '' 26,570 mn (FY21 - '' 22,489 mn). EBIDTA margin for the year was 32% with the operating margin at '' 8,489 mn (FY21 - '' 7,364 mn), registering a growth of 15%.

Syngene USA Inc.

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 provides sales and business support services to the operations of Syngene in USA. During FY22, Syngene USA Inc., posted a revenue of '' 284 mn and reported a net profit of '' 20 mn.

Biocon Biologics Limited, India (formerly known as Biocon Biologics India Limited)

Biocon Biologics Limited (''BBL''), a subsidiary of the Company, was incorporated on June 08, 2016 in India with an objective to set up Greenfield biosimilar biologics facilities.

Biocon Biologics is uniquely positioned as a fully integrated, global, ''pure play'' biosimilars organization and aspires to transform patient lives through innovative and inclusive healthcare solutions. The portfolio of biosimilar molecules includes a rich pipeline of approved and in-development biosimilars, outcome of its world class R&D and global scale manufacturing expertise. It is a leading global insulins player with over 15 years of experience in addressing the needs of patients with diabetes, having provided over 2 billion doses of human insulin worldwide. BBL was the first to receive interchangeability status for Glargine in the US.

During the year, BBL Board of Directors approved the scheme of Merger (the Scheme) by Absorption of Covidshield Technologies Private Limited ("CTPL"), a wholly owned subsidiary of Serum Institute Life Sciences Private Limited ("SILS"), with and into BBL, with an appointed date of October 01, 2022.

BBL entered into a definitive agreement with its partner Viatris Inc. to acquire Viatris'' biosimilars business to create a unique fully integrated global biosimilars enterprise. Viatris will receive consideration of up to USD 3.335 billion, including cash up to USD 2.335 billion and Compulsorily Convertible Preference Shares (CCPS) in BBL, valued at USD 1 billion.

During the year ended March 31, 2022, BBL posted standalone revenue growth of 22% to '' 23,728 mn (FY21 - '' 19,471 mn) and a standalone net profit of '' 860 mn (FY21 - '' 2,097 mn).

During the year ended March 31, 2022, BBL posted consolidated revenue growth of 23% to '' 34,747 mn (FY21 - '' 28,036 mn) and a consolidated net profit of '' 3,825 mn (FY21 - '' 2,675 mn).

Biocon Biologics UK Limited, UK (formerly known as Biocon Biologics Limited)

Biocon Biologics UK Limited (''BUK'') which was incorporated in the United Kingdom in March, 2016 is a wholly owned subsidiary of BBL. In addition to the interchangeability designation for Glargine in the United States, biosimilar Bevacizumab, was commercialised in the European union during the year.

During the year ended March 31, 2022, BUK earned '' 16,035 mn as revenue and reported a net profit of '' 2,525 mn as against revenue of '' 13,869 mn and net profit of '' 2,454 mn in FY21. This growth was a combination of increase in base business as well as the launch of co-developed products in new territories.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd. (''BSB'') , Malaysia is a wholly owned subsidiary of BUK. BSB was established with an objective to set up the group''s first overseas manufacturing facility at Malaysia. The

Storage, support services activities related to Therapeutics.

During the year ended March 31, 2022, reported a net profit of '' 1 mn.

Biocon Pharma Limited, India

Biocon Pharma Limited (''BPL'') is a wholly owned subsidiary of the Company. BPL is engaged in the development and manufacture of generic formulations for sale in global markets, with a focus on opportunities in the US and EU. BPL has setup its formulations manufacturing facility for oral solid dosages at Bengaluru.

BPL launched Everolimus capsules, following an approval from the US FDA in October, 2021.

During the year ended March 31, 2022, BPL reported a total revenue of '' 6,314 mn and a net profit of '' 1,056 mn as against revenue of '' 2,012 mn and net loss of '' 1,259 mn in FY21. This growth was driven by launch of inhouse developed molecules in the US.

Biocon Pharma Inc., USA

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

BPI registered a total revenue of '' 4,707 mn and net profit of '' 208 mn in FY22 against a total revenue of '' 4,419 mn and a net profit of '' 249 mn in FY21.

Biocon Pharma UK Limited

Biocon Pharma UK Limited (''BPUK''), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in December, 2018 in the United Kingdom. BPUK is engaged in the commercialization of generic formulations in the United Kingdom. As on March 31, 2022, BPUK has not commenced its commercial operations.

During the financial year ended March 31,2022, BPUK reported Nil loss against a loss of '' 51 mn in FY21.

Biocon Pharma Ireland Limited

Biocon Pharma Ireland Limited (''BPIL''), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in December, 2018 in Ireland. BPIL is engaged in commercialization of generic formulations in Ireland. As on March 31, 2022, BPIL is yet to commence commercial operations. During the financial year ended March 31, 2022, BPIL reported a loss of '' 1 mn against '' 23 mn in FY21.

facility is located within BioXcell, a biotechnology park in Iskandar Puteri, Johor.

The facility is approved for manufacture of Human insulin and Glargine drug product from National Pharmaceutical Regulatory Authority (''NPRA''), Malaysia, cGMP certification from HPRA (''EMA'') and received EIR from U.S. Food and Drug Administration (''USFDA'').

BSB holds the commercial and development rights of human insulin and analogs and continues the related Research and Development activities.

During the year, BSB reported a total revenue of '' 7,869 mn and net loss of '' 1,080 mn in FY22 against a total revenue of '' 5,309 mn and a net loss of '' 2,481 mn in FY21.

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia (formerly known as Biocon Healthcare Sdn. Bhd.)

Biocon Biologics Healthcare Malaysia Sdn. Bhd. (''BBHMSB'') was incorporated in August, 2017 and is subsidiary of BUK which undertakes operations for biologics in Malaysia. BBHMSB was set up to carry on the business as importers and distributors of drugs and devices in the Malaysian market.

During the year ended March 31, 2022, there were no operations in BBHMSB.

Biocon Biologics Inc., USA

Biocon Biologics Inc., USA (''BBIU'') is a subsidiary of BUK which was set-up in 2020 to undertake all activities relating to pharmaceuticals, bio-pharmaceuticals and biologics products, i.e. commercialization, distribution etc. in the USA and other geographies.

During the year ended March 31, 2022, reported a net loss of '' 110 mn as against a net loss of '' 82 mn in FY21.

Biocon Biologics Do Brasil Ltda, Brazil

Biocon Biologics Do Brasil Ltda (''BBDBL'') is a wholly owned subsidiary of BUK which was incorporated in FY 21 to undertake direct marketing services and representatives'' activities and intermediation in general.

During the year ended March 31, 2022, reported a net loss of '' 49 mn as against a net loss of '' 19 mn in FY21.

Biocon Biologics FZ-LLC, UAE

Biocon Biologics FZ-LLC (''BBFL'') is a wholly owned subsidiary of BUK which was incorporated in FY 21 to undertake Import & Export, Marketing & Sales Promotion, Research & Development,

Biocon Pharma Malta Limited (BPML) and Biocon Pharma Malta I Limited (BPMIL)

BPML and BPMIL, wholly owned subsidiaries of BPL, were incorporated on January 25, 2021 in Malta. These subsidiaries will be engaged in commercialization of generic formulations and are yet to commence commercial operations as on March 31, 2022. During the financial year ended March 31, 2022, BPML reported a loss of '' 1 mn.

Biocon Biosphere Limited

Biocon Biosphere Limited ("BBSL") is a wholly owned subsidiary of Biocon Limited formed for undertaking similar business to that of Biocon Limited vide a Greenfield facility in Vizag to derisk fermentation manufacturing at Bengaluru. As on March 31, 2022, BBSL has not commenced commercial operations and had capital work in progress of '' 3,707 mn as against '' 706 mn in FY21.

Biofusion Therapeutics Limited

Biofusion Therapeutics Limited is a wholly owned subsidiary of Biocon Limited with its registered office situated in Bangalore, Karnataka. 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. During the year ended March 31, 2022, Biofusion Therapeutics Limited reported a total revenue of '' 402 mn and a net profit of '' 9 mn.

Biocon Academy

Biocon Academy, a wholly owned subsidiary of the Company, 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 2014. 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''), 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.

In the current year, BSA registered a net loss of '' 1 mn against a loss of '' 58 mn in FY21.

Biocon FZ LLC

Biocon FZ LLC is a wholly owned subsidiary of the Company, based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products to target markets in the Middle East and GCC. During the year ended March 31, 2022, Biocon FZ LLC earned '' 419 mn in revenue and reported a net profit of '' 2 mn against a revenue of '' 469 mn and a net profit of '' 15 mn in FY21.

Bicara Therapeutics Inc., USA

Bicara Therapeutics Inc., USA (''Bicara''), was incorporated in December, 2018 in the United States of America as a subsidiary of the Company. Bicara was a subsidiary of the Company upto January 09, 2021 and thereafter became an associate company. Bicara is anchoring the development of a pipeline of functional antibodies that exploit the recent advances in immuno-oncology.

In FY21, to enable Bicara to raise further funding for R&D plans, the existing shareholder arrangements (voting rights & Board composition) of Bicara were amended, which resulted in loss of control over Bicara. Accordingly, the Company fair valued its investment in Bicara on the date of loss of control, which resulted in a dilution gain of ''1,597 million. Further during FY22, Bicara recorded '' 299 million in Other Income towards stake dilution in associate.

Bicara, an associate company, is currently in R&D phase and has incurred losses during the year ended March 31, 2022 of '' 2,564 million. Bicara accounted a share of loss of '' 2,106 million which resulted in decrease in investment in associates.

Neo Biocon FZ LLC, UAE

Neo Biocon FZ LLC, UAE (''NB'') is a joint venture (''JV'') based in Dubai. 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 year ended March 31, 2022 NB reported '' 367 mn as revenue and a net profit of '' 78 mn as against a revenue of '' 335 mn and a net loss of '' 198 mn in FY21. The entity has faced significant business challenges in the last fiscal resulting from a price reduction mandated by the Ministry of Health, UAE. Whilst this challenge was being addressed, our JV partner has come under investigation for governance issues which is likely to have a reputational impact on the JV.

Due to regulatory challenges, the group has not been able to exit, and it continues to evaluate its option with respect to exit.

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 head count as on March 31, 2022 stood at 3,203.

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, 2022. The dividend, if approved at the ensuing 44th Annual General Meeting (''AGM''), will be paid to those members whose names appear in the Register of Members as on close of July 01, 2022. The total dividend payout will be approximately '' 60 Crores.

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, 2022.

Share Capital

During the year, the Company had allotted 6,00,000 equity shares of '' 5/- each in pursuance of the Biocon Restricted Stock Units -Long Term Incentive Plan 2020-24 to the Biocon Employees Welfare Limited Trust. The share capital of the Company as on March 31, 2022 is as follows:

Particulars	FY 2022	FY 2021
	Amount in ''	Amount in ''
Authorized Equity Share Capital (Equity shares of '' 5/- each)	6,250,000,000	6,250,000,000
Paid up Equity Share Capital (Equity shares of '' 5/- each)	6,003,000,000	6,000,000,000

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, is forming part of the 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 Schedule V (C) of the SEBI Listing Regulations forms part of this 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 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, notified on May 05, 2021.

The BRSR has replaced the existing Business Responsibility Reporting (''BRR'') format w.e.f. FY 2022-23. For the FY 202122, the top 1000 listed entities may voluntarily submit the BRSR, and from FY 2022-23 onwards, the same must be prepared and submitted mandatorily.

The Company has, on a voluntary basis furnished the requirements on the BRSR for FY 2021-22. The same forms part of this Annual Report as a separate report and is also available at the website of the Company at www.biocon.com.

Employee Stock Option Plan (ESOP)

Biocon''s Employee Stock Option Plan (''Plan'') is 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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI Regulations'') with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation

by them in the growth of the Company.

During the year, a total of 38,17,697 and 4,30,762 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP plan and Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24, respectively.

As on March 31, 2022, the ESOP Trust cumulatively held 75,20,315 equity shares of the Company both under the ESOP Plans of the Company. During the year ended March 31, 2022, there has been no material change in the Company''s existing plans and they both are in compliance with SEBI Regulations.

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2022 are appended herewith as Annexure 2 to the Board''s report. The details of the Plan form part of the notes to accounts of the Financial Statements in this Annual Report. The Company has received a certificate from the Practicing Company Secretary, that the ESOP and RSU schemes have been implemented in accordance with SEBI Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

Further, based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on April 28, 2022, has approved the amendment (with respect to the options granted but not yet exercised) and termination of the Biocon Limited Employee Stock Option Plan 2000 and amendment to the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 of the Company subject to the shareholders'' approval at the ensuing AGM of the Company.

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, 2022.

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 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,

diversity and specific qualifications required for the position.

For the purpose of selection of any Director, the Nomination and Remuneration Committee 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 Company''s Nomination and Remuneration Committee, the Board had adopted a remuneration policy for Directors, Key Managerial Personnel, Senior Management and other employees. This policy is available at the website of the Company at https:// www.biocon.com/investor-relations/corporate-governance/ governance-documents-policies/.

As on March 31, 2022, the Board 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, 2 (two) are women directors. The Board periodically evaluates the need for change in its composition and size.

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 and geographical backgrounds. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board. The policy is available at 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 Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

Non-Executive, Non-Independent Director of the Company with effect from November 1, 2021, subject to the approval of members at its ensuing AGM.

Further, the Board of the Company at its meeting held on April 28, 2022, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Naina Lal Kidwai as an Additional Director categorised as Non-Executive and Independent Director of the Company with effect from April 28, 2022 till the conclusion of the 47th AGM proposed to be held in the year 2025, subject to the approval of members at its ensuing AGM.

Re-appointment

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Kiran Mazumdar-Shaw is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. Once she is re-appointed by the members at the ensuing AGM, she will continue as an Executive Chairperson for her term of 5 (five) years as approved by the shareholders at AGM held on Friday, July 24, 2020.

The Board at its meeting held on April 28, 2022, had recommended above appointments and re-appointment and separate Resolution(s) shall be placed before the members for their approval at the ensuing 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 of Directors

Daniel Bradbury and Mary Harney, Independent Directors of the Company, would complete their second term of tenure with the Company on July 27, 2022. Accordingly, they would cease to be the Directors of the Company with effect from that date. The Board places on record its appreciation for the extensive contribution rendered by Daniel Bradbury and Mary Harney during their tenure at Biocon.

During the year, John Shaw has stepped down as the Non-Executive Director of the Company, owing to health conditions, with effect from the conclusion of the 43rd Annual General Meeting held on July 23, 2021. The Board expressed deep appreciation and gratitude to him, for his stewardship and guidance over the past 22 years.

They have further confirmed that they are not aware of any circumstance or situation which exists 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 (''MCA'') for a period of one year or five years or life time till they continue to hold the office of an independent director. All the Independent Directors are exempted from appearing the Online Proficiency Self-Assessment Test conducted by IICA.

In the opinion of the Board, all the independent directors have integrity, expertise and experience.

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. Once in every 3 (three) years, the Board evaluation is done by an external agency. For the current FY 2021-22, the Board had undertaken this exercise through selfevaluation questionnaires.

The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance.

Directors

As on March 31, 2022, the Board of Directors comprised of 9 (nine) members including 2 (two) women members. The Board has an appropriate mix of Executive Directors (''EDs''), NonExecutive Non-Independent Directors (''NEDs'') and Independent Directors (''ID''), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.

Appointment

The Board of the Company at its meeting held on October 21, 2021, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Eric Vivek Mazumdar as an Additional Director categorised as

Key Managerial Personnel

The Key Managerial Personnel(s) of the Company as on March 31, 2022 are Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal, Managing Director & CEO, Indranil Sen, Chief Financial Officer and Mayank Verma, Company Secretary & Compliance Officer.

On April 28, 2021, Anupam Jindal has stepped down as the Chief Financial Officer of the Company, owing to personal reasons and the Board has appointed Indranil Sen as the Chief Financial Officer of the Company with immediate effect.

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 2021-22.

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 ESG Committee (''CSR & ESG''). The composition of the above committees, as on March 31, 2022 is disclosed as under:

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 2021-22, the Board met 5 (five) times virtually on April 28, 2021, July 22, 2021, October 21, 2021, January 20, 2022 and February 27, 2022. The maximum interval between any two meetings did not exceed 120 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 annual report.

Related Party Contracts or Arrangements

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 FY 2021-22 were in the ordinary course of business and on an arm''s length basis, and whenever required the Company has obtained necessary approval as per the related party transaction policy of the Company.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such a contract or arrangement in Form AOC-2 does not form a part of the Report.

The Company formulated the policy on ''Materiality of Related Party'' transactions and on dealing with Related Party Transactions'', and the same is available at 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 the Annual Report.

Credit Ratings

During the year under review, CRISIL vide its letter dated March 9, 2022 has placed its ''CRISIL AA '' rating on the long-term bank facilities of the Company on ''Watch with Developing Implications''. The rating on the short-term bank facilities has been reaffirmed at ''CRISIL A1 ''.

Further, ICRA Limited vide its letter dated March 10, 2022 has placed its ''ICRA AA '' and ''ICRA A1 '' ratings on the long term and short-term banking facilities of the Company on ''Watch with Developing Implications''.

The above ratings were placed under watch with developing implications, pursuant to the announcement made by the Company vide its letter dated February 27, 2022, on the acquisition of the biosimilar assets of US-based Viatris Inc. by Biocon Biologics Limited (''BBL''), a subsidiary of the Company, for a total consideration of USD 3.335 billion.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 3 to the Boards'' 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 43rd AGM held on July 23, 2021 till the conclusion of the 48th AGM, on such remuneration as may be decided by the Board in consultation with the Statutory Auditors of the Company.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31, 2022 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 annual report.

Cost Auditors

The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Act as specified by the Central Government. The Cost Audit Report, for the

financial year ended March 31, 2021, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed M/s Rao & Murthy, 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, 2022. The Cost Auditors will submit their report for the FY 2021-22 on or before the due date.

The Board, on recommendation of the Audit Committee has appointed M/s Rao & Murthy, Cost Accountants (Firm Registration Number 000065) as the Cost Auditors to conduct the audit of Company''s cost records for the FY 2022-23. 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 your Company.

In accordance with the provisions of Section 148 of the Act 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 AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 202122. The Secretarial Audit Report for the FY 2021-22 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure 4 to the Boards'' report.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Biocon Biologics Limited, a material unlisted subsidiary of the Company undertook the secretarial audit for the financial year 2021-22. The secretarial audit report for FY 2021-22 given by M/s V. Sreedharan & Associates, Practicing Company Secretaries is appended herewith as Annexure 4A of the Boards'' report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report for the FY 2021-22, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries shall be submitted with the stock exchanges where shares of the Company are listed, within stipulated timeline.

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

The Company has formed a Risk Management Committee and has put in place an enterprise wide Risk Management Framework with the objective of timely identification of risks, assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategy. On a quarterly basis, the Risk Management Committee reviews critical risks on a rotation basis in line with the risk management plan to measure effectiveness of mitigation actions defined against critical risks and its impact on overall risk exposure of the Company. All the critical risk areas are covered at least once a year. All critical risk areas as identified by the Company are re-evaluated annually. During the course of year, appropriate changes were made to the risk register, considering internal or external changes.

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 policies and 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. These include controls in the nature of manual or automated (IT applications including the ERP applications wherein the transactions are approved and recorded). Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and are operating effectively on an ongoing basis.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial control system and such internal financial controls which were operating effectively based on the internal control

criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

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 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.

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/.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your directors 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 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 Boards'' 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 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 shareholder interested in obtaining a copy thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our business since its inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured its CSR activities. Today, the Company span its CSR efforts through the Biocon Foundation, the Biocon Academy and select partnership programs with like-minded private organizations and Government, aimed at promoting social and economic inclusion for the marginalized communities. In the year under consideration, the CSR programs of the Company were focused on providing financial assistance for sustainable urban public transport system and high-quality vocational training for youth in biosciences.

Environmental Sustainability -

Air pollution levels continue to be a serious public health concern in Bengaluru. Traffic congestions and abysmally slow commute speed have tremendous adverse impacts on the quality of life of the residents in the city.

In keeping with the unwavering commitment to ecological balance and sustainability, the Company has supported a people-oriented and environment-friendly transport alternative. Mass rail transit systems lessen the usage of individual vehicles thereby reducing toxic emissions and greenhouse gases. Biocon Foundation has signed a memorandum of understanding with Bengaluru Metro Rail Corporation (BMRCL) in 2020 to fund the construction of the proposed Metro Station at Hebbagodi, and we continue to

support the grant towards Biocon-Hebbagodi Metro station. The Biocon-Hebbagodi Metro station will form part of the new line of 18.82 KM from R V Road to Bommasandra, being constructed under Phase II of the Bengaluru Metro Rail Project. The Metro connectivity would provide a sustainable and efficient mode of transport to residents and business commuters from all parts of Bengaluru, reducing traffic congestion on Hosur Road and helping lower the environmental impact from vehicular pollution.

In the commitment towards natural resource conservation, the company has resuscitated the 35-acre Hebbagodi Lake, and the existing efforts are focused on maintenance of the lake. It involves bioremediation, aeration, floating island treatment, removal of weeds, sludge and garbage, cleaning of lake surroundings and upkeep of a children''s park. Security cameras have been installed for enhanced surveillance. Water quality analysis by a third-party NABL-accredited laboratory suggests that several parameters indicative of chemical, physical, and biological properties are normal as a result of remediation efforts undertaken. Biocon Academy is dedicated exclusively to industry-oriented biosciences education which aims to address the skill deficit in the Biopharma sector, by developing high-end talent through advanced learning. 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.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility and ESG Committee, which monitors and oversees various CSR initiatives and activities of the Company. As on March 31,2022, the CSR & ESG Committee comprises of Mary Harney (Chairperson), Dr. Vijay Kumar Kuchroo, Prof. Ravi Rasendra Mazumdar, Eric Vivek Mazumdar and Siddharth Mittal.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure 6 to the Boards'' report. The Policy on Corporate Social Responsibility and Annual Action Plan have been uploaded on to 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

Your Company has in place an Anti-Sexual Harassment Policy 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, 2 (two) complaints with allegations of sexual harassment were filed and both 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 (''IEPF'')

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of 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 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 right 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, 2022, the Company has transferred unpaid and unclaimed dividends of ''7,75,020 for the financial year 2013-14 and 16,297 corresponding equity shares on which dividends were unclaimed for seven consecutive years were transferred as per requirements of 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(2) of the Companies Act, 2013. Your 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, 2022 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 Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at www.biocon.com.

Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

In terms of Section 118(10) of the Act, 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.

Green Initiative

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

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/-

Kiran Mazumdar-Shaw

Place: Bengaluru Executive Chairperson

Date: April 28, 2022 DIN: 00347229

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Mar 31, 2021

We are pleased to present the Forty-Third (43rd) Annual Report on the business and operations along with the audited standalone and consolidated financial statements and the auditor''s report of your Company, for the financial year ended March 31,2021.

Financial Highlights		In '' Million (except EPS)
Particulars	Standalone financial highlights		Consolidated financial highlights
	FY21	FY20	FY21	FY20
Total revenue	21,786	21,901	73,603	64,619
Expenses	18,198	18,016	62,260	53,145
Share of profit / (loss) of joint venture and associate, net	-	-	(695)	-
Profit before tax and exceptional items	3,588	3,885	10,648	11,474
Exceptional items, net	-	1,597	126	675
Profit before tax	3,588	5,482	10,774	12,149
Income tax	783	1,119	2,215	3,151
Non-controlling interest	-	-	1,057	1,227
Profit/ (loss) for the year from discontinued operations	-	46	(97)	(289)
Profit for the year	2,805	4,409	7,405	7,482
Other comprehensive income /(expense), net	24	(77)	1,582	(1,314)
Total comprehensive income	2,829	4,332	8,987	6,168
Earnings per Share (EPS) after exceptional items	2.36	3.72	6.24	6.32

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of your 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 pursuant to sub-section 3 of Section 129 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 the details of performance and the financial positions of each of the subsidiaries.

State of Affairs

The highlights of your Company''s standalone financial performance are as under:

• Revenue from operations for FY21 stood at '' 20,284 mn compared to '' 19,884 mn for FY20. Other income for FY21 amounted to '' 1,502 mn as against '' 2,017 mn in FY20, primarily comprised of income earned from providing utility services to subsidiaries '' 1,147 mn, income on investments at '' 339 mn. Forex loss of '' 103 mn in FY21 (disclosed under other expense) against gain of '' 317 mn in FY20 (disclosed under other income).

• Core operating margins (EBIDTA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 27% compared to 25 % in the previous financial year, primarily driven by higher volumes with better margins in Generics business.

• Profit before tax and exceptional items (excluding discontinued operations) stood at '' 3,588 mn compared to '' 3,885 mn in FY20. Effective tax rate (ETR) for the year before exceptional item and discontinuing operations was 22% against 20% in FY20.

• Profit for the year stood at '' 2,805 mn compared to '' 4,409 mn (including exceptional item '' 1,597 mn) for FY20.

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

• During the year, our consolidated revenues registered a growth of 14% to '' 73,603 mn from '' 64,619 mn in FY 20. From a segment perspective, Biologics recorded an annual growth of 28% while Generics registered a growth of 6% and Research services grew by 9%.

• Further, to enable Bicara Inc. ("Bicara") to raise further funding for R&D plans, the existing shareholder arrangements (voting rights & Board composition) of Bicara were amended, which resulted in loss of control over the subsidiary. Accordingly, the Company fair valued its investment in Bicara on the date of loss of control, which resulted in a dilution gain of '' 1,597 mn.

• Adjusting for the gain on fair value of Bicara Core margins (EBITDA margins net of licensing, forex and R&D) stood at 32% compared to 33% for FY 20.

• Profit for the year including non-controlling interest stood at '' 8,462 mn compared to '' 8,709 mn for FY20.

• Effective tax rate (ETR) for the year before exceptional item and adjusting for the gain on fair value of Bicara was 23% (22% in FY20). Exceptional items (Consolidated)

Fire incident in Syngene (Consolidated Financial statements)

• Pursuant to a fire incident on December 12, 2016 at Syngene, certain fixed assets, inventory and other contents in one of the buildings were damaged. Syngene had recorded a loss of '' 1,057 mn arising from such incident and received the disbursements approval of '' 2,120 mn from the insurance company against the loss till March 31,2021. The aforementioned loss and the disbursements from the insurance claim has been presented on a net basis as '' 350 mn and '' 713 mn under exceptional items in the standalone and consolidated financial statements for the year ended March 31,2021 and March 31,2020 respectively. Consequential tax of '' 122 mn and '' 254 mn respectively is included within tax expense in the standalone and consolidated financial statements for the year ended March 31,2021 and March 31, 2020 respectively. Further non-controlling interest of '' 68 mn and '' 137 mn is included within non-controlling interest in the consolidated financial statements.

As at March 31,2021, Syngene has receivable of '' 105 mn from the insurance company against the approved disbursements and the same has been recorded as amount recoverable from the insurance company.

In addition, Syngene is in the process of determining its final claim for loss of fixed assets and Business Interruption and has accordingly not recorded any further claim arising therefrom at this stage.

• During the year ended March 31,2021, Biosimilars business has incurred severance cost amounting to '' 224 mn arising from exit of certain key personnel which is recorded as exceptional item. Consequential tax impact of '' 27 mn is included within tax expense.

Discontinuing operations (Consolidated)

Pursuant to the approval of the Board of Directors on May 14, 2020, the Group is in process of disposing off its interest in the JV entity and related UAE operations. Accordingly, share of profit / (loss) from the JV and results of its related business have been disclosed as discontinuing operations in the consolidated financial results.

Impact of the COVID-19 pandemic

The impact of coronavirus pandemic on India has been largely unsettling in terms of economic activity across all sectors. During this crisis, the Company has sustained its commitment towards ensuring the health and safety of its employees, their families, and other stakeholders. The pandemic has tapped the new digital era for the pharma industry, due to the rapid challenges arising from disruption in supply chains and the need to change business processes. It has driven the Company to implement responsive commercial strategies focused on ensuring business continuity during such unprecedented times.

The impact of the pandemic on our business performance is outlined in the initial sections of this Annual Report and under the Management and Discussion Analysis Report.

Subsidiaries, Associates and Joint Ventures

A report on the performance and financial position of each subsidiary, associate 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 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 SEBI Listing Regulations. The policy is available at the website of the Company at www.biocon.com.

A report of the salient features and a summary of the financial performance of each of the subsidiaries is presented as below:

Syngene International Limited, India

Syngene International Limited is an innovation-focused global discovery, development and manufacturing organisation providing integrated scientific services to the pharmaceutical, biotechnology, nutrition, animal health, consumer goods and specialty chemical industries around the world. Its services include integrated drug discovery and development capabilities in chemistry, biology, in vivo and in vitro pharmacology, toxicology, custom synthesis, process R&D, cGMP manufacturing, formulation and analytical development along with clinical development services. Syngene is a public limited company incorporated and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company''s shares are listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) in India.

During the year ended March 31, 2021, Syngene (consolidated) registered a revenue growth of 7% to '' 22,489 mn (FY20 - '' 20,935 mn). EBIDTA margin for the year was 33% with the operating margin at '' 7,364 mn (FY20 - '' 6,994 mn), registering a growth of 5%.

Syngene USA Inc.

Syngene USA Inc. 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). The company provides sales and business support services to the operations of Syngene in USA. During FY21, Syngene USA Inc, posted a revenue of '' 223 mn and reported a net profit of '' 13 mn.

Biocon Biologics Limited, India (formerly known as Biocon Biologics India Limited)

Biocon Biologics Limited (''BBL'') was incorporated on June 08, 2016 in India with an objective to set up Greenfield biosimilar biologics facilities.

Biocon Biologics is uniquely positioned as a fully integrated, global, ''pure play'' biosimilars organization and aspires to transform patient lives through innovative and inclusive healthcare solutions. Portfolio of biosimilar molecules includes a rich pipeline of approved and in-development biosimilars; outcome of its world class R&D and global scale manufacturing expertise. BBL has commercialized three of its biosimilars in developed markets like EU, U.S., Japan and Australia. It is a leading global insulins player with over 15 years of experience in addressing the needs of patients with diabetes, having provided over 2 billion doses of human insulin worldwide.

During the year, with a view to enlarge the presence globally before its patients, customers, vendors, partners, investors and stakeholders BBL has changed its name from Biocon Biologics India Limited to Biocon Biologics Limited w.e.f. October 17, 2020.

During the year, BBL received an equity investment from Tata Capital Growth Fund II for '' 2,250 mn and from Beta Oryx Limited, a subsidiary of ADQ for '' 5,550 mn.

BBL also received an investment by way of Unlisted Rated Secured Redeemable Non-Convertible Debentures from HDFC Bank Limited for '' 2,000 Mn and by way of Unlisted Unsecured Redeemable Optionally Convertible Debentures from Goldman Sachs India AIF Scheme - 1, a scheme setup under Goldman Sachs India Alternative Investment Trust, acting through its investment manager, Goldman Sachs (India) Alternative Investment Management for '' 1 1,250 mn.

During the year ended March 31,2021, BBL posted standalone revenue growth of 9% to '' 19,471 mn (FY20 - '' 17,911 mn) and a standalone net profit of '' 2,097 mn (FY20 - '' 2,883 mn).

During the year ended March 31, 2021, BBL posted consolidated revenue growth of 20% to '' 28,036 mn (FY20 - '' 23,320 mn) and a consolidated net profit of '' 2,675 mn (FY20 - '' 3,173 mn).

Biocon Biologics UK Limited, UK (formerly known as Biocon Biologics Limited)

Biocon Biologics UK Limited (''BUK'') which was incorporated in the United Kingdom on March 2016 is a wholly owned subsidiary of BBL. In addition to the biosimilar Pegfilgrastim, which was launched in the United States under the brand name Fulphila, biosimilar Trastuzumab, branded as Ogivri TM was commercialised in the European union and the United States during the year.

During the year, BUK has changed its name from Biocon Biologics Limited to Biocon Biologics UK Limited w.e.f. October 19, 2020.

During the year ended March 31,2021, BUK earned '' 13,869 mn as revenue and reported a net profit of '' 2,454 mn as against revenue of '' 12,460 mn and net profit of '' 1,940 mn in FY20. This growth was a combination of increase in base business as well as the launch of codeveloped products in new territories.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd. (BSB), Malaysia is a wholly owned subsidiary of BUK. BSB was established with an objective to set up the group''s first overseas manufacturing facility at Malaysia. The facility is located within BioXcell, a biotechnology park in Iskandar Puteri, Johor.

The facility is approved for manufacture of Human insulin and Glargine drug product from National Pharmaceutical Regulatory Authority (''NPRA''), Malaysia, cGMP certification from HPRA (''EMA'') and received EIR from U.S. Food and Drug Administration (''USFDA'').

BSB holds the commercial and development rights of human insulin and analogs and continues the related Research and Development activities.

During the year, BSB reported a total revenue of '' 5,314 mn and net loss of '' 2,481 mn in FY21 against a total revenue of '' 2,742 mn and a net loss of '' 2,794 mn in FY20.

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia (formerly known as Biocon Healthcare Sdn. Bhd.)

Biocon Biologics Healthcare Malaysia Sdn. Bhd. (''BHSB'') was incorporated in August 2017 and is subsidiary of BUK which undertakes operations for biologics in Malaysia. BHSB was set up to carry on the business as importers and distributors of drugs and devices in the Malaysian market.

During the year, BHSB changed its name from Biocon Healthcare Sdn. Bhd. to Biocon Biologics Healthcare Malaysia Sdn. Bhd. w.e.f. June 18, 2020.

During the year ended March 31,2021 no operations were in BHSB.

Biocon Biologics Inc., USA

Biocon Biologics Inc, USA (''BBIU'') is a subsidiary of BUK which was set-up in 2020 to undertake all activities relating to pharmaceuticals, biopharmaceuticals and biologics products, i.e. commercialization, distribution etc. in the USA and other geographies.

During the year ended March 31,2021, reported a net loss of '' 82 mn.

Biocon Biologics Do Brasil Ltda, Brazil

Biocon Biologics Do Brasil Ltda (''BBDBL'') is a subsidiary of BUK which was incorporated during year to undertake direct marketing services and representatives'' activities and intermediation in general.

During the year ended March 31,2021, reported a net loss of '' 19 mn.

Biocon Biologics FZ-LLC, UAE

Biocon Biologics FZ-LLC (BBFL) is a subsidiary of BUK which was incorporated during year to undertake Import & Export, Marketing & Sales Promotion, Research & Development, Storage, support services activities related to Therapeutics.

BBFL is yet to commence commercial operations.

Biocon Pharma Limited, India

Biocon Pharma Limited (''BPL'') is a wholly owned subsidiary of the Company. BPL is engaged in the development and manufacture of generic formulations for sale in global markets, with a focus on opportunities in the US and EU. BPL has setup its formulations manufacturing facility for oral solid dosages at Bengaluru. BPL has capitalised '' 3,610 mn in the March 2020.

The Company launched Tacrolimus capsules, following an approval from the US FDA in November 2020.

During the year ended March 31,2021, earned '' 2,012 mn as revenue and reported a net loss of '' 1,259 mn.

Biocon Pharma Inc, USA

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

BPI registered a total revenue of '' 4,419 mn and net profit of '' 249 mn in FY21 against a total revenue of '' 3,923 mn and a net profit of '' 277 mn in FY20.

Biocon Pharma UK Limited

Biocon Pharma UK Limited (''BPUK''), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in December 2018 in the United Kingdom. BPUK is engaged in the commercialization of generic formulations in the United Kingdom. As on March 31, 2021, BPUK has not commenced its commercial operations. During the financial year ended March 31,2021, BPUK reported a loss of '' 51 mn against a loss of '' 45 mn in FY 20.

Biocon Pharma Ireland Limited

Biocon Pharma Ireland Limited (''BPIL''), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in December 2018 in Ireland. BPIL is engaged in commercialization of generic formulations in Ireland. As on March 31,2021, BPIL is yet to commence commercial operations. During the financial year ended March 31,2021, BPIL reported a loss of '' 23 mn against '' 16 mn in FY20.

Biocon Pharma Malta Limited (BPML) and Biocon Pharma Malta I Limited (BPMIL)

BPML a wholly owned subsidiary of the Company and BPMIL subsidiary of BPML , was incorporated on January 25, 2021 in Malta. These subsidiaries will be engaged in commercialization of generic formulations and is yet to commence commercial operations as on March 31, 2021.

Biocon Biosphere Limited

Biocon Biosphere Limited ("BBSL") is a wholly owned subsidiary of Biocon Limited formed for undertaking similar business to that of Biocon Limited vide a Greenfield facility in Vizag to de-risk fermentation manufacturing at Bengaluru. As on March 31,2021, BBSL has not commenced commercial operations and had capital work in progress '' 706 mn.

Biofusion Therapeutics Limited

Biofusion Therapeutics Limited is a wholly owned subsidiary of Biocon Limited with its registered office situated in Bangalore, Karnataka. 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. As on March 31,2021, the company has not commenced commercial operations.

Biocon Academy

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 2014. 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.

Bicara Therapeutics Inc., USA

Bicara Therapeutics Inc., USA (''Bicara''), was incorporated in December 2018 in the United States of America as a subsidiary of the Company. Bicara is anchoring the development of a pipeline of functional antibodies that exploit the recent advances in immuno-oncology.

During the previous year, the Company, to further develop and market Fusion MAB, molecules out-licensed the rights related to Fusion MAB molecules to Bicara for further development and commercialization.

To enable Bicara to raise further funding to fund its research and development plans and to further access the innovation ecosystem in developed markets and to achieve business synergies and value accretion through investments, its prevailing shareholder arrangements including those in relation to its voting rights and composition of the Board of Directors of Bicara were amended. The Company has, with relevant legal advice, evaluated the implications thereof and determined that these changes have resulted in cessation of control over the subsidiary.

Accordingly, following the principles in IndAS 110: Consolidated Financial Statements, the Company fair valued its retained investment in Bicara (based on an independent valuers report) on the date of loss of control which resulted in a dilution gain of Rs 1,597 mn. Such gain has been disclosed as Other Income in the consolidated financial statements.

Effective January 09, 2021, the Group will account for its investments in Bicara using the equity method as it continues to have significant influence over the investee.

During the financial year ended March 31,2021, Bicara recorded a revenue of '' 15 mn (FY20- '' 31 mn), and reported a net loss of '' 1,800 mn (FY20 - '' 649).

Biocon SA, Switzerland

Biocon SA (''BSA''), 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. In the current year, BSA registered a net loss of '' 58 mn against a loss of '' 32 mn in FY20.

Biocon FZ LLC

Biocon FZ LLC is a wholly owned subsidiary of the Company, based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products to target markets in the Middle East and GCC. During the year ended March 31,2021, Biocon FZ LLC earned '' 469 mn in revenue and reported a net profit of '' 15 mn against a revenue of '' 834 mn and a net loss of '' 65 mn in FY20.

Neo Biocon FZ LLC, UAE

Neo Biocon FZ LLC, UAE (''NB'') is a joint venture (''JV'') based in Dubai. 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 year ended March 31, 2021 NB reported '' 335 mn as revenue and a net loss of '' 198 mn as against a revenue of '' 786 mn and a net profit of '' 590 mn in FY20. The entity has faced significant business challenges in the last fiscal resulting from a price reduction mandated by the Ministry of Health, UAE. Whilst this challenge was being addressed, our JV partner has come under investigation for governance issues which is likely to have a reputational impact on the JV. Due to regulatory challenges, the group has not been able to exit and it continues to evaluate its option with respect to exit.

Hinduja Renewables Two Private Limited

During the year your Company had acquired 26% equity stake in Hinduja Renewables Two Private Limited towards enhancing the renewable based power consumption.

Dividend

On account of the uncertainty created by an unprecedented second wave of the COVID-19 pandemic and the continued investments in R&D and Capex, the Board of Directors (''the Board'') had decided that it would not be appropriate to declare a dividend for the financial year 202021.

Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board has formulated and adopted the Dividend Distribution Policy. The Policy is annexed as Annexure 2 to the Board''s report and is also available on our website at www.biocon.com.

Share Capital

The share capital of the Company as on March 31,2021 is as follows:

Particulars	FY 2021 Amount in INR	FY 2020 Amount in INR
Authorized Equity Share Capital	6,250,000,000	6,000,000,000
Paid up Equity Share Capital March 31,2021: 120,00,00,000 equity shares of '' 5/- each	6,000,000,000	6,000,000,000

During the year, the shareholders at the 42^nd Annual General Meeting held on July 24, 2020, approved the increase of the authorised share capital of the Company from '' 600,00,00,000/ - divided into 120,00,00,000 equity shares of '' 5/- each to '' 625,00,00,000/- divided into 125,00,00,000 equity shares of '' 5/- each.

Management''s Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate section, forming part of the Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe in adhere to good corporate practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the law coupled with 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.

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 the Annual Report.

Business Responsibility Report

As mandated by the Securities and Exchange Board of India (''SEBI''), the Business Responsibility Report (''BRR'') forms part of the Annual Report. The report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs is provided in relevant sections of the BRR.

Employee Stock Option Plan (ESOP)

Biocon''s Employee Stock Option Plan (''the Plan'') is 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 SEBI (Share Based Employee Benefits) Regulations, 2014 (''SEBI SBEB Regulations'') with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

During the year, a total of 3,887,572 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP plan. As on March 31, 2021, the ESOP Trust held 11,168,774 equity shares of the company. During the year ended March 31, 2021, there has been no material change in the Company''s existing plan and the plan is in compliance with SEBI SBEB Regulations.

During the year, at the 42^nd Annual General Meeting, the shareholders had approved the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 and grant of Restricted Stock Units to eligible employees of the Company and its subsidiaries. This Plan is designed to drive performance towards achieving the Board approved Strategic objectives for the FY 2020-24. The Plan has been formulated keeping in mind delivery around key parameters measured through increase in revenue & profit, delivery against key business initiatives and shareholder value creation. The Plan covers key employees who, by virtue of the roles they play, would be influencing the accomplishment of the strategic objective.

The applicable disclosures as stipulated under the SEBI SBEB Regulations as on March 31,2021 are appended herewith as Annexure 3 to the Board''s report. The details of the Plan form part of the notes to accounts of the Financial Statements in this Annual Report. The Company has received a certificate from the statutory auditors that the ESOP and RSU schemes have been implemented in accordance with SEBI SBEB Regulations and the resolutions passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by the members.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

Policy on Directors'' Appointment and Remuneration

The Company''s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management.

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, SEBI Listing Regulations or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy on the remuneration of Directors, Key Managerial Personnel and other Employees as required under sub-section (3) of Section 178 of the Companies Act, 2013. The policy of the Company on director''s appointment and remuneration is uploaded on to the website of the Company and available at www.biocon.com

As on March 31, 2021, the Board of Directors comprised of nine members including two women members, consisting of two Executive Directors, two Non-Executive Directors, and five Independent Directors. The Board periodically evaluates the need for change in its composition and size.

Board Diversity

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 of Directors 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 and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out its approach to diversity. The policy is available at the website of the Company at www. biocon.com.

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 Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Code of Conduct of the Company.

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

In the opinion of the Board, all the independent directors have integrity, expertise and experience.

Board Evaluation

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, the Board had, during the financial year, engaged Egon Zehnder - a leadership advisory firm on board matters, to conduct the Board evaluation exercise. The evaluation process focused on Board dynamics and softer aspects. 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. This exercise was based on the criteria and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance.

Directors

As on March 31,2021, the Board of Directors comprised of nine members including two women members. The Board has an appropriate mix of Executive Directors (''EDs''), Non-Executive Directors (''NEDs'') and Independent Directors (''ID''), which is compliant with the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.

Appointment

With effect from April 1, 2020, Ms. Kiran Mazumdar-Shaw assumed the role of an Executive Chairperson and Mr. Siddharth Mittal was designated as the Managing Director and CEO of the Company. This was approved by the shareholders at the 42^nd Annual General Meeting of the Company held on July 24, 2020.

Re-appointment

The shareholders, at the Annual General Meeting of the Company held on July 27, 2018, had appointed Mr. Bobby Kanubhai Parikh as an Independent Director for a tenure of three years until the conclusion of the ensuing AGM. On the basis of performance evaluation of Independent Directors, the Nomination and Remuneration Committee at its Meeting held on April 22, 2021, has recommended to the Board for the continued association of Mr. Bobby Kanubhai Parikh as an Independent Director of the Company. The decision was made based on the business knowledge, acumen, experience and the substantial contribution made by Mr. Bobby Kanubhai Parikh during his tenure.

Based on the above and the performance evaluation of Independent Directors, the Board recommends the re-appointment of Mr. Bobby Kanubhai Parikh as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years from conclusion of the 43rd AGM until the conclusion of 48th AGM, proposed to be held in 2026.

Prof. Ravi Mazumdar, Non-Executive Director retires by rotation at the ensuing AGM and being eligible, seeks re-appointment.

The Board recommends both the re-appointments and a separate resolution shall be placed for members approval at the ensuing AGM.

Key Managerial Personnel

Pursuant to the office of the Chief Financial Officer being vacant Mr. Indranil Sen, Vice President, Finance was appointed as the interim Chief Financial Officer, with effect from May 15, 2020. Subsequently, the Board, on recommendation from the Nomination and Remuneration Committee and Audit Committee, had appointed Mr. Anupam Jindal as the Chief Financial Officer with effect from September 22, 2020. Consequently, Mr. Indranil Sen had stepped down as the interim Chief Financial Officer with effect from the closing hours of September 22, 2020.

The Key Managerial Personnel(s) of the Company as on March 31,2021 are Ms. Kiran Mazumdar-Shaw, Executive Chairperson, Mr. Siddharth Mittal, Managing Director & CEO, Mr. Anupam Jindal, Chief Financial Officer and Mr. Mayank Verma, Company Secretary & Compliance Officer.

Further, on April 28, 2021 Mr. Anupam Jindal has stepped down as the Chief Financial Officer of the Company, owing to personal reasons and Board has appointed Mr. Indranil Sen as the Chief Financial Officer of the Company, with immediate effect.

Committees of the Board

Currently, the Company has five Board level Committees: Audit Committee (‘AC''), Risk Management Committee (‘RMC''), Nomination and Remuneration Committee (‘NRC''), Stakeholders'' Relationship Committee (‘SRC'') and Corporate Social Responsibility Committee (‘CSR''). The composition of the above committees, as on March 31,2021 is disclosed as under:

S.

Name of Members

Category

AC

RMC

NRC

SRC

CSR

No.

C

M

C

M

C

M

C

M

C

M

1

Ms. Kiran Mazumdar-Shaw

Executive Chairperson

•

•

2

Mr. John Shaw

Non-Executive Director

3

Mr. Siddharth Mittal

Managing Director & CEO

•

4

Prof. Ravi Mazumdar

Non-Executive Director

•

•

•

5

Mr. Bobby Kanubhai Parikh

Independent Director

•

•

•

6

Mr. Daniel Mark Bradbury

Independent Director

•

•

•

7

Mr. Meleveetil Damodaran

Independent Director

•

•

8

Ms. Mary Harney

Independent Director

•

•

9

Dr. Vijay Kumar Kuchroo

Independent Director

•

•

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 2020-21, the Board met six times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the annual report.

Due to the continued situation of the COVID-19 pandemic, the Government of India has extended the relaxation towards the requirement of holding Board meetings with physical presence of directors until June 30, 2021 under section 173 (2) read with Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 for approval of the annual financial statements, Board''s report, etc.

Related Party Contracts or Arrangements

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 were in the ordinary course of business and on an arm''s length basis and whenever required the Company has obtained necessary approval as per the related transaction policy of the Company.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such a contract or arrangement in Form AOC-2 does not form a part of the Report.

The Company formulated the policy on ''Materiality of Related Party'' transactions and on dealing with Related Party Transactions'', and the same is available at www.biocon.com.The details of related party disclosures form part of the notes to the Financial Statements provided in the Annual Report.

Credit Ratings

ICRA and CRISIL continued to reaffirm their rating of AA / Stable and A1 respectively, for various banking facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 4 to the Boards'' 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 to hold office from the conclusion of the 38th AGM held on June 30, 2016 until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. B S R & Co. LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar year 2026, at such remuneration mutually agreed and approved by the Board.

The Auditors'' Report on the financial statements of the Company for the financial year ended March 31,2021 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

Cost Auditors

The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Act as specified by the Central Government. The Cost Audit Report, for the financial year ended March 31,2020, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed M/s Rao & Murthy, 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 31,2021. 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.

The Cost Auditors will submit their report for the financial year ended March 31, 2021 on or before the due date. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for the financial year ended March 31,2021 is required to be ratified by the members, the Board recommends the same for approval by members at the ensuing AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2020-21. The Secretarial Audit Report for the FY 2020-21, does not contain any qualification, reservation or adverse remark and is appended herewith as Annexure 5to the Boards'' report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. V. Sreedharan & Associates, Practicing Company Secretaries with the stock exchanges where shares of the Company are listed.

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

The Company has put in place an enterprise wide Risk Management Framework with the objective of timely identification of risks, assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategy. On a quarterly basis, the Risk Management Committee reviews critical risks on a rotation basis in line with the risk management plan to measure effectiveness of mitigation actions defined against critical risks and its impact on overall risk exposure of the Company. All the critical risk areas are covered at least once a year. All critical risk areas as identified by the Company are re-evaluated annually. During the course of year, appropriate changes were made to the risk register, considering internal or external changes.

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 policies and 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. These include controls in the nature of manual or automated (IT applications including the ERP applications wherein the transactions are approved and recorded). Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and are operating effectively on an ongoing basis.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial control system and such internal financial controls which were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

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 of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company''s website and can be accessed at website of Company at www.biocon.com.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your directors 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 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 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 6 to the Boards'' 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 statement containing the particulars of employees employed throughout the year and in receipt of remuneration of '' 1.02 crore or more per annum and employees employed for a part of the year and in receipt of remuneration of '' 8.5 Lakhs or more per month, as required under Section 197(12) of the Companies Act 2013 is available on the website of the Company at www.biocon.com

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the 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 43rd AGM. Any shareholder interested in obtaining a copy thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our operations since inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured its CSR activity. Today, the Company executes its CSR efforts through Biocon Foundation, Biocon Academy and select partnership programs with like-minded private organizations and the Government. The Company promotes social and economic inclusion for the marginalized communities with its integrated system focussing on the following areas:

Primary Healthcare:

In pursuit of technology enabled innovation in healthcare, Biocon Foundation developed the eLAJ Smart Clinic model, a real-time health information system, which has been integrated into twenty Primary Health Centres (PHCs) of the Government of Karnataka and three health centres of Biocon Foundation, across seven districts of Karnataka. The system enables storage of patient records and provides high-quality diagnostic services.

The asymptomatic attribute of oral cancer in the early stages results in delayed presentation and late-stage diagnosis and therefore high morbidity and mortality. Our Health innovation supports early detection and management of oral pre-cancerous lesions. In a secure network, the mobile application creates a robust electronic health record which includes intra-oral image-based data for active treatment and surveillance. The frontline health workers are trained for oral cancer prevention, early detection and subsequent treatment with the help of remote specialists, even in settings where health resources are generally scarce.

The clinics of Biocon Foundation provide specialist diagnostic, curative and counselling services that include, but are not limited to, women & child health, nutrition, NCDs and comorbidities. The NCD Clinics diagnose and manage type 2 diabetes and hypertension. The clinics provide free of cost lab investigations, doctor consultation and counselling for lifestyle changes and medication adherence. The Geriatric Clinics attend to health issues of the elderly, including chronic health conditions. The Mental Health Clinics deal with conditions such as stress, anxiety, insomnia, dementia and depression. The Well Women Clinics provide services to deal with issues related to sexual and reproductive health, nutrition, diet-related NCDs (diabetes and hypertension), common cancers and others. The Well Baby clinics have improved local access to treatment for common childhood illnesses, with a focus on management of protein energy malnutrition.

Environmental Sustainability:

After inaugurating the rejuvenated Hebbagodi Lake in December 2018, Biocon has made concerted efforts to preserve the waterbody. The preservation involves regular application of a blend of bio-enzymes and specially selected eco-friendly microorganisms that rapidly liquefy the organic waste and clean the polluted water. The liquefied organic waste is then degraded into water and gases that are totally harmless to the environment. Trash barrier and bar screens have been installed to arrest floating matter. Energy efficient cascading aerators and submersible mixers have been installed to increase the dissolved oxygen and reduce sludge in the water. Artificial wetlands have been added to reduce the excess nutrients and enhance the micro ecosystem underneath the water surface to clean the pollutants. The multipronged approach have resulted in upkeep of the lake. Weed control is undertaken regularly to prevent the invasive plants from growing back. The surroundings and children''s park area are maintained to keep them safe, clean, and operational. Security personnel have been appointed to protect the assets and promote safety.

Biocon Foundation signed a memorandum of understanding with Bengaluru Metro Rail Corporation Limited (BMRCL) to finance the construction of a metro station at Hebbagodi, Anekal, Bengaluru. The mass rapid transit will mitigate the traffic congestion and reduce pollution levels in the city.

A project was undertaken at the Minsk Square to add urban green space at the heart of the city landscape of Bengaluru.

Rural Development:

The new buildings of Government Higher Primary School in Huskuru, Bengaluru and Government Higher Primary School in Sira, Tumkuru have been inaugurated. The improved infrastructure will provide enabling environment to attain better learning outcomes for children from poor backgrounds.

COVID-19 Relief Measures:

In order to provide immediate relief to the daily wagers and the underprivileged, who were disproportionately impacted due to the COVID-19 pandemic and lockdown, dry ration kits with basic grocery items were distributed in partnership with the Akshaya Patra Foundation and the Bengaluru Political Action Committee in Bengaluru urban area. The Akshaya Patra Foundation partnered with Biocon Foundation for similar initiatives in Telangana & Andhra Pradesh.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility Committee, which monitors and oversees various CSR initiatives and activities of the Company. The CSR Committee comprises of Ms. Mary Harney (Chairperson), Dr. Vijay Kumar Kuchroo and Prof. Ravi Mazumdar.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure 7to the Boards'' report. The Policy on Corporate Social Responsibility has been uploaded on the website of the Company and is available at www.biocon.com.

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

The Company has in place an Anti-Sexual Harassment Policy 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, 2 complaints with allegations of sexual harassment were filed, of which 1 were disposed-off and 1 is pending closure as per the timelines of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of 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 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 right issue, accruing on shares which are transferred to IEPF, shall also be credited to the demat account of the IEPF authority.

During the year, the Company has transferred unpaid and unclaimed dividends of '' 1,452,234 for the financial year 2012-13 and 11,503 corresponding equity shares on which dividends were unclaimed for seven consecutive years were transferred as per requirements of 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 your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act and SEBI Listing Regulations.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company have occurred between March 31,2021 and the date of this report.

Change in Nature of Business

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

Annual Return

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company at www.biocon.com.

Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

The Company is compliant with and has proper systems to ensure compliance under the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (''the ICSI'').

Dispatch of Annual Report owing to COVID-19

In compliance with the provisions of MCA vide its Circular No. 02/2021 dated January 13, 2021, and SEBI circular dated January 15, 2021, had dispensed with the printing and despatch of hard copies of annual reports to shareholders. Hence, the Annual Report 2020-21 has been sent only through electronic mode to those Members whose email IDs are available with the Company / Depositories / RTA. The Annual Report 2020-21 is available on the Company''s website at www.biocon.com.

We also request all the investors whose email id(s) are not registered to take necessary steps to register their email id with the Depository Participant/ Registrar and Share Transfer Agent.

Green Initiative

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

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 AP, 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 co-operation during the year and look forward to their continued support in the future.

For and on behalf of the Board Sd/-

Kiran Mazumdar-Shaw

Place: Bengaluru Executive Chairperson

Date: April 28, 2021 DIN: 00347229

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Mar 31, 2019

Dear Shareholders,

The present you the Forty-First (41st) Annual Report on business and operations along with the Audited Financial Statements and the Auditor’s Report of your Company, for the financial year ended March 31, 2019.

Financial Highlights In Rs. Million (except: Eps)

Particulars	Standalone Results		Consolidated Results
	FY19	FY18	FY19	FY18
Total revenue	30,022	25,502	56,588	43,359
Expenses	26,488	22,444	46,394	37,472
Share of profit of joint venture and associate, net	-	-	9	213
Profit before tax and exceptional items	3,584	3,058	10,203	6,100
Exceptional items, net	1,987	-	1,946	-
Profit before tax	5,521	3,058	12,149	6,100
Income tax	594	673	2,123	1,569
Non-controlling interest	-	-	973	807
Profit for the year	4,927	2,385	9,053	3,724
Other comprehensive income, net	131	(65)	(552)	130
Total comprehensive income	5,058	2,320	8,501	3,854
Earnings per Share (EPS) after exceptional items	8.33	4.04	15.30	6.31

Standalone and Consolidated Financial Statements

The Standalone and Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.

Further, a statement containing the salient features of the Financial Statements of our subsidiaries pursuant to subsection 3 of Section 129 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 the details of performance and financial position of each of the subsidiaries.

State of Affairs

The highlights of your Company’s Standalone performance are as under:

- Revenue from operations for FY19 stood at RS.28,847 mn compared to RS.24,255 mn for FY18. Other income for FY19 amounting to RS.1,175 mn as against RS.1,247 mn in FY18, primarily comprised income on investments at RS.563 mn, foreign exchange gain RS.139 mn and dividend income from subsidiaries and associates at RS.357 mn.

- Core operating margins (EBIDTA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 21% compared to 22% in the previous year.

- Exceptional items:

During FY19, the Company along with its subsidiary Biocon Research Limited (‘BRL’) sold 6,597,130 equity shares of RS.10 each of Syngene International Limited (‘Syngene’) in the open market. Post the sale, the Company and its subsidiary’s holding in equity shares of Syngene has reduced to 70.24%. Gain arising from such sale of equity shares, net of related expense and cost of equity shares amounting to RS.1,987 mn has been recorded as exceptional item in the standalone Financial Statements for financial year ended March 31, 2019.

The gain arising from such sale of equity shares, net of related expenses and cost of equity shares, for the financial year ended March 31, 2019 has been accounted in equity reserves in the consolidated financial results for the fiscal year ended March 31, 2019, as there is no loss of control.

- Profit for the year stood at RS.4,927 mn (including exceptional item RS.1,987 mn) compared to RS.2,385 mn for FY18.

- Effective tax rate (ETR) for the year was 17% as compared to 22% in the previous year before exceptional item.

The highlights of your Company’s Consolidated Financial Performance are as under:

- T uring the year, our consolidated revenues registered a growth of 31% to RS.56,588 mn from RS.43,359 mn in FY18. From a segment perspective, Biologics recorded an annual growth of 97% while Research Services and Small Molecules registered a growth of 28% and 18% respectively.

- Core margins (EBITDA margins net of licensing, impact of forex and R&D) stood at 32% as compared to 27% in FY18.

- Exceptional items:

During the year ended March 31, 2018, the Group, had accounted for 19.5% equity investment in Equillium Inc. as an associate. During the year ended March 31, 2019, Equillium initiated its initial public offering (IPO) process; consequently there were changes in its Board composition, which resulted in loss of significant influence over the investee. In accordance with Ind AS 28: Investments in Associates and Joint Ventures, the Company fair valued its investment on the date of loss of significant influence and the anti-dilutive rights on the date of IPO, which resulted in a gain of RS.1,762 mn, net of tax expenses of RS.184 mn for the year ended March 31, 2019, which has been disclosed as an Exceptional Item in the consolidated financial statements. Going forward, the Group has designated its investment in equity of Equillium to be accounted for at Fair Value through other comprehensive income (FVOCI). Equillium completed its IPO and listed on NASDAQ on October 12, 2018.

- Profit for the year, including non-controlling interest, stood at RS.10,026 mn compared to RS.4,531 mn for FY18.

Bonus

To commemorate the 40th anniversary of Biocon, your Directors at their meeting held on April 25, 2019, recommended the issue of bonus shares of one share for every one equity share, held by the members as on the record date, to be determined by the Board of Directors (Board). Consequent to the proposal of issue of bonus shares, the authorized share capital of the Company was proposed to be increased from RS.300 crores (60 crores equity shares of RS.5/- each) to RS.600 crores (120 crores equity shares of RS.5/- each). Your directors have decided to seek the approval of the members for the above proposals by way of postal ballot.

Dividend

Your Directors are pleased to recommend a final dividend of RS.1/- (20%) (Pre-Bonus) per equity share on the face value of RS.5/- per equity share for the financial year ended March 31, 2019, entailing a pay-out of RS.600 mn. The dividend pay-out is subject to approval of members at the ensuing Annual General Meeting (AGM).

The dividend will be paid to members whose names appear in the Register of Members as on the record date to be determined by the Board, in respect of shares held in dematerialized form. It will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the record date.

Dividend Distribution Policy

In terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Company’s dividend distribution policy is attached as Annexure 2 to the Board’s Report and is also available on the Company’s website at: http://www.biocon.com/docs/ Dividend Distribution Policy.pdf.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year under review, the Company has credited unpaid/ unclaimed dividends of financial year 2010-11 amounting to RS.1,023,279 lying in the unpaid dividend account to IEPF. There was a casual vacancy in the office of Company Secretary for 6 months. During this period, there was certain procedural delay in transfer of dividend/ shares to IEPF.

Subsidiaries

Your Company has formulated a policy for determining ‘material’ subsidiaries pursuant to the provisions of SEBI LODR. The said policy is available at the Company’s website at: http://www.biocon.com/docs/PolicyDocument MaterialSubsidiary.pdf

During FY19, Biocon Pharma UK Limited, Bicara Therapeutics Inc, USA and Biocon Pharma Ireland Limited were incorporated as wholly owned subsidiaries of Biocon Pharma Limited, India, a wholly owned subsidiary of the Company. These subsidiaries are yet to commence commercial operations.

As on March 31, 2019, your Company has 15 subsidiaries.

A report on the performance and financial position of each of the subsidiaries and joint venture are presented below.

Syngene International Limited, India

Syngene International Limited (“Syngene”), is engaged in providing contract research and manufacturing services from lead generation to clinical supplies to pharmaceutical and biotechnology companies worldwide. Syngene’s services include integrated drug discovery and development capabilities in medicinal chemistry, biology, vivo pharmacology, toxicology, custom synthesis, process R&D, cGMP manufacturing, formulation and analytical development along with clinical development services. Syngene is a public limited company incorporated and domiciled in India and has its registered office in Bengaluru, Karnataka, India. The Company’s shares are listed on the BSE and the National Stock Exchange (NSE) in India.

During the year ended March 31, 2019, Syngene (consolidated) registered a revenue growth of 28% to RS.19,007 mn (FY18 - RS.14,849 mn). The growth was led by an overall strong performance across all its businesses. EBIDTA margin for the year was 32%, with the operating margin at RS.6,119 mn (FY18 - RS.5,262 mn), registering a growth of 16%.

On April 24, 2019, the Board of Directors of Syngene recommended bonus shares in proportion of 1:1 and final dividend of RS.0.50/- (5%) per equity share on a pre-bonus for the financial year ended March 31, 2019, entailing a pay-out of RS.100 mn. The dividend pay-out is subject to approval of members of Syngene at the ensuing Annual General Meeting (AGM).

Syngene USA Inc.

Syngene USA Inc is a wholly owned subsidiary of Syngene, incorporated on August 24, 2017, with registered office in the State of Delaware, United States of America (USA). The Company provides sales and business support services to operations of Syngene in USA. During FY19, Syngene USA Inc. commenced its operations and registered a turnover of RS.101 mn and reported a net profit of RS.6 mn.

Biocon Research Limited, India

Biocon Research Limited C’BRL”), a 100% subsidiary of the Company, undertakes discovery and development research work in Biologics and provides scientific support for various development programmes of the group.

BRL’s current business is directed towards the R&D services for Monoclonal Antibody Molecules (mAbs) and Proteins, insulin Tregopil (formally referred to as IN-105) and other insulin products on behalf of other group companies. The research programs undertaken by BRL have made significant in-roads to the next level of global clinical trials.

During FY19, BRL registered a turnover of RS.2,470 mn and reported a net profit of RS.557 mn compared to a turnover of RS.2,190 mn and a net profit of RS.431 mn in FY18. FY19 revenue includes export incentives to of RS.120 mn (FY 18- RS.181 mn).

During FY19, BRL sold its 0.93% stake in Syngene International Limited (‘Syngene’) in the open market and the related gain of RS.22 mn has been recorded as part of other comprehensive income.

Biocon Pharma Limited, India

Biocon Pharma Limited C’BPL”) is a wholly owned subsidiary of the Company. BPL would be engaged in the development and manufacture of generic formulations for sale in global markets, especially opportunities in US and EU. BPL is in the process of setting up its formulations manufacturing facility for oral solid dosages at Bengaluru.

As at March 31, 2019, BPL has not commenced commercial operations and has capital work-in-progress of RS.2,693 mn (FY18 - RS.1,862 mn). During FY19, BPL recorded a net loss of RS.481 mn representing product development activities on generic formulations.

Biocon Pharma Inc, USA

Biocon Pharma, Inc. (“BPI”), a wholly owned subsidiary of Biocon Pharma Limited, was incorporated in July 2015 in the United States of America. BPI is engaged in commercialization of generic formulations in the United States.

During FY19, BPI launched two new products in United States, gained market share on previously launched product and consequently registered a turnover of RS.1,574 mn (FY 18- RS.170 mn), and reported a net profit of RS.23 mn (FY 18- net loss of RS.218 mn).

Biocon SA, Switzerland

Biocon SA (“BSA”), 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.

In the current year, BSA registered a net profit of RS.40mn against a net loss of RS.255 mn in FY18.

Biocon Biologics Limited, UK

Biocon Biologics Limited (“BUK”) is a wholly owned subsidiary of the Company, incorporated in the United Kingdom in March2016. During FY19, as part of proposed group restructuring, BUK transferred its shareholding in Biocon Biologics India Limited (‘BBIL’) to the Company with an objective of consolidating the Group’s Biosimilars business under BBIL. Biocon Sdn. Bhd. continues to be a wholly owned subsidiary of BUK. In June 2018, Biosimilar Pegfilgrastim, co-developed with Mylan and branded as Fulphila™, received approval from the US FDA. The product was commercialized in the United States in July 2018.

During the year ended March 31, 2019, BUK earned RS.8,044 mn as revenue and reported a net profit of RS.3,276 mn as against revenue of RS.852 mn and net loss of RS.201 mn in FY18. This growth was a combination of increase in base business as well as launch of co-developed products in new territories.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd., Malaysia is a step down subsidiary of the Company, wholly owned by BUK. Biocon Sdn. Bhd. was established with an objective of setting up the group’s first overseas manufacturing facility, to be in Malaysia. The facility is located in BioXcell, a biotechnology park in Iskandar Puteri, Johor.

The facility is approved for manufacture of Human insulin and glargine drug product from National Pharmaceutical Regulatory Authority (“NPRA”), Malaysia. It not only received cGMP certification from HPRA (EMA). Biocon Sdn. Bhd. But also the product approval from NPRA, Malaysia for its BASALOG cartridges. During the year, biosimilar Insulin Glargine, Semglee®, co-developed with Mylan, was launched in Europe.

Biocon Sdn. Bhd. holds the commercial and development rights of human insulin and analogs and continues the related Research and Development activities.

Biocon Sdn. Bhd. reported a total revenue of RS.3,029 mn and net loss of RS.1,158 mn in FY18 against a total revenue of RS.2,716 mn and a net loss of RS.697 mn in FY18.

Biocon Biologics India Limited, India

Biocon Biologics India Limited (‘BBIL’) is a wholly owned subsidiary of the Company. During the current year, the Company acquired shareholding of BBIL from BUK. BBIL was incorporated on June 08, 2016 in India with an objective to set up greenfield biosimilar biologics facilities. During FY18, the Board and shareholders of BBIL had approved the acquisition of existing biosimilars business from Biocon Limited, for a consideration of RS.5,787 mn, subject to regulatory approvals. As at March 31, 2019, BBIL had not commenced commercial operations and had capital work-in-progress of RS.4,087 mn.

Biocon FZ LLC, UAE

Biocon FZ LLC is a wholly owned subsidiary of the Company based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products, to target markets in the Middle East and GCC. During the year ended March 31, 2019, Biocon FZ LLC earned RS.1,729 mn as revenue and reported a net loss of RS.23 mn as against a revenue of RS.1,760 mn and a net loss of RS.13 mn in FY 18.

Biocon Healthcare Sdn. Bhd., Malaysia

Biocon Healthcare Sdn. Bhd. (‘‘BHSB’’), a 100% owned subsidiary of Biocon Ltd, incorporated in August 2017 in Malaysia. BHSB proposes to carry on the business as importers and distributors in active pharmaceutical and biopharmaceutical ingredients, drugs and devices in the Malaysian market. During FY19, BHSB commenced commercial operations. During the year ended March 31, 2019, BHSB earned RS.4 mn as revenue and reported a net loss of RS.17 mn.

Biocon Academy, India

Biocon Academy, established in 2014, spearheads Biocon’s CSR initiatives in the area of advanced learning, aimed at creating a globally competitive Biotech ecosystem in India through skill development. Biocon Academy leverages rich industry experience and subject matter expertise of Biocon, as well as international Education Partners, such as Keck Graduate Institute, California, USA and BITS, Pilani, India to deliver industry-oriented advanced learning and skill building programs for pharma and biotech graduates. Our Programs are aimed at empowering students with industrial proficiency through job-skills development essential to build a promising career in the Biopharma industry.

Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI LODR, the Management’s discussion and analysis is set out in this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe that sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our corporate governance report for FY19 forms part of this Annual Report.

The requisite certificate from the statutory auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR, is annexed to the corporate governance report.

Business Responsibility Report

The Business Responsibility Report (“BRR”) of your Company for FY19 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI LODR.

Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the Board, inter alia administers and monitors the Company’s employees’ stock option plan (Plan) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Plan is implemented through Biocon India Limited Employees’ Welfare Trust (ESOP Trust).

During the year ended March 31, 2019, a total of 21,23,462 shares were transferred from the ESOP Trust to the eligible employees under the Company’s prevailing ESOP plan. As at March 31, 2019, the ESOP Trust held 8,585,224 equity shares of the Company. During the year ended March 31, 2019, there has been no material change in the Company’s existing plan and the plan is in compliance with SBEB Regulations. Information as required under SBEB Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been uploaded on the Company’s website and can be accessed at the web-link: http://www.biocon.com/biocon invrelation annualreports.asp?subLink=finance

The applicable disclosures, as stipulated under the SBEB Regulations as on March 31, 2019, is appended herewith as Annexure 3 to the Board’s Report. The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with SBEB Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

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.

Policy on Directors’ Appointment and Remuneration

The Company’s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2019, the Board consists of 11 Directors, majority of them being Independent Directors. Besides the Chairperson and Managing Director who is a Promoter, the Board comprises of Vice Chairman who is a Non-Executive Director, a CEO & Joint Managing Director, a Non- Executive Director and 7 Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are formulated by the Nomination and Remuneration Committee. The policy of the Company on Director’s appointment and remuneration is uploaded on to the Company’s website and the same is available at www.biocon.com at the following path: investors>policies and key governance documents>nomination and remuneration policy.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at the web-link: http://www. biocon.com/docs/PolicyDocument BoardDiversity.pdf

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI LODR, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR.

Board Evaluation

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a Director, commitment, including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and Managing Director was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

Appointment of Directors and Key Managerial Personnel

At the 40th Annual General Meeting held on July 27, 2018, Mr. Bobby Kanubhai Parikh was appointed as an Independent Director of the Company to hold office for a term of three years. The members also re-appointed Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors for 5 years. We thank the members for their support in confirming the above mentioned appointment.

Mr. Satish Kumar SS ceased to hold office as Company Secretary and Compliance Officer effective March15, 2019.

Retirement and Re-appointment

Mr. Ravi Rasendra Mazumdar, Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends his re-appointment.

The current term of appointment of Mr. Meleveetil Damodaran, Independent Director of the Company shall come to an end at the ensuing AGM. Based on the outcome of the performance evaluation, the Nomination and Remuneration Committee has recommended to continue the term of appointment of Mr. Meleveetil Damodaran, as the Independent Director and nominate him to the Board for an additional term of five consecutive years. A brief profile of Mr. Meleveetil Damodaran is given in the notice of AGM. The Company has received declaration from the Independent Director confirming that he meets the criteria of independence as required under the Companies Act, 2013 and SEBI LODR. The Company has also received requisite notices in writing from members signifying the candidature for re-appointment of Mr. Meleveetil Damodaran as Independent Director of the Company. The Board recommends the re-appointment of Mr. Meleveetil Damodaran as Independent Director.

The current term of appointment of Dr. Arun Suresh Chandavarkar as the Chief Executive Officer and Joint Managing Director of the Company came to an end on April 23, 2019. The Nomination and Remuneration Committee has recommended the re-appointment of Chief Executive Officer and Joint Managing Director for the period April 24, 2019 to November 30, 2019. The Board recommends the re-appointment of Dr. Arun Suresh Chandavarkar as the Chief Executive Officer and Joint Managing Director of the Company.

Committees of the Board

Currently, the Board has five Committees: Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. As required under the provisions of Section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Mr. Russell Walls, Chairman, Mr. Daniel M Bradbury, Dr. Jeremy M Levin, Mr. M. Damodaran and Mr. Bobby Kanubhai Parikh.

A detailed note on the composition of the Board and other committees is provided in the Corporate Governance report section of this Annual Report.

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to discuss and decide the 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 meetings. In certain exigencies, decisions of the Board are also accorded through circulation.

During the financial year 2018-19 the Board met six times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Board’s Report.

Related Party Contracts or Arrangements

All transactions entered into with Related Parties as defined under Companies Act, 2013 during the financial year were in the ordinary course of business and on an “arm’s length” basis. The Company has formulated a policy on “materiality of related party transactions” and the process of dealing with such transactions is in line with the provisions of the Companies Act, 2013 and SEBI LODR. The same is also available on the web-link: http://www.biocon. com/docs/PolicyDocument RelatedPartyTransaction 2015.pdf.

Prior omnibus approval of the Audit and Risk Committee is obtained for transactions that are repetitive and also normal in nature. Further, disclosures on related party contracts and arrangements are made to the Audit and Risk Committee and the Board on a quarterly basis.

During the financial year under review, there were no material related party transactions under Regulation 23(4) of SEBI LODR entered into by the Company, which necessitates approval of shareholders . Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed Form AOC - 2, is appended herewith as Annexure 4 to the Board’s Report.

Credit Ratings

ICRA and CRISIL continued to reaffirm their rating of AA / Stable and A1 , respectively, for various banking facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 5 to the Board’s Report.

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 to hold office from the conclusion of the 38th AGM held on June 30, 2016 until the conclusion of the 43rd AGM of the Company to be held in the calendar year 2021.

The Auditors’ Report on the financial statements of the Company for the year ending March 31, 2019 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements forming part of the Annual Report.

Cost Auditors

The Board of Directors on the recommendation of the Audit and Risk Committee, appointed M/s Rao & Murthy, Cost Accountants (Firm Registration Number 000065), as the Cost Auditors of the Company for the Financial Year 2019-20 under Section 148 of the Companies Act, 2013. M/s Rao & Murthy, Cost Accountants, 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.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s Rao & Murthy, Cost Accountants, is included in the notice convening the 41st AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, M/s V. Sreedharan & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the FY 2018-19. The Secretarial Audit Report for FY 2018-19 is appended herewith as Annexure 6 to the Board’s Report. The Secretarial Audit Report contains a remark on certain procedural delays in transfer of dividend/shares to IEPF which was caused by a casual vacancy in the office of the Company Secretary for 6 months.

Risk Management Policy

The Company has put in place an enterprise wide Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same in line with overall business objectives and define adequate mitigation strategy. On a quarterly basis, the Risk Management Committee reviews critical risks on a rotation basis in line with the mitigation progress/effectiveness and its impact on overall risk exposure of the Company, all the critical risk areas are covered at least once a year. Annually, all critical risk areas identified are re-evaluated.

Internal Financial Control

The Company has laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes, both on manual and IT applications, including the ERP applications wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material mis-statements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and SEBI LODR is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the web-link:http://www.biocon.com/docs/ Biocon_Group_Integrity_Whistle_Blower_Policy.pdf

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures.

(b) have identified such accounting policies and applied them consistently, making 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 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 an internal controls framework established by the Company, which is adequate and is 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 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 7 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.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the 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 Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our business since inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured the CSR activity. Today, the Company spans its CSR efforts through Biocon Foundation, Biocon Academy and some partnership programs with like-minded private organizations and the Government. The Company promotes social and economic inclusion for the marginalized communities with our integrated system focussing largely on the following areas:

Primary Healthcare- The Company believes that the most cost-efficient method of ensuring the health of a community is by preventing the occurrence of disease. The Company is providing affordable primary and preventive healthcare services of assured quality. The initiative provides cushion to low and middle income groups from health shocks, caused by a high out-of-pocket health expenditure and it is catering to healthcare needs of more than 10 lakh people, living predominantly in rural areas, peri-urban areas and slums of Karnataka & Rajasthan.

Promotion of Education- The Company believes in ensuring inclusive and equitable quality education for all. An afterschool enrichment program on English and Phonics, Life Skills, Art and Craft, Digital Literacy and games for children of Government schools is also ongoing successfully. Biocon Academy is an initiative to create a globally competitive Biotech ecosystem in India.

Gender Equality & Empowerment of Women- Promoting gender equality and empowerment of women is one of the major objectives of the Company. Biocon Foundation has set up hostels for women hailing from weaker sections of the society. Donation of patrol vehicles to a special cell of Hebbagodi Police for ensuring women’s safety is another initiative undertaken towards providing a safe environment.

Environmental Sustainability- The Company promotes conservation of natural resources, improves the ecosystem to maintain quality of soil, air and water. The Company has successfully undertaken lake rejuvenation programs in Karnataka.

Heritage Art & Culture- The Company places immense emphasis on protection of national heritage, art & culture. Our sincere efforts to provide grants to restore institutions of public importance, including the India Foundation for the Arts, Bengaluru are steps in that direction.

Technology Incubation- The Company is keenly aware of the power of technology in transformation of the development indicators and therefore we support technology incubators approved by the Central Government. Under this initiative, Biocon Foundation has provided grants to The Institute of Bioinformatics and Applied Biotechnology (IBAB), Team Indus & Science Gallery, Bengaluru.

Rural Development- The Company works towards combatting the social and economic problems to ensure the prosperity of rural India. Biocon Foundation has undertaken many projects to bridge the rural-urban divide in terms of infrastructure. Some of our initiatives include construction of roads, school buildings, community centre, community toilets, drinking water facilities and so on. In an effort to ensuring rejuvenation of lakes in Bengaluru, Biocon Foundation has treated Hebbagodi Lake by Bio-remediation processes and similar work for revival of Yarandahalli Lake is underway.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility Committee, which monitors and oversees various CSR initiatives and activities of the Company. The CSR Committee comprises of Ms. Mary Harney (Chairperson), Dr. Vijay Kuchroo and Prof. Ravi Mazumdar.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure 8 to the Board’s Report. The Policy on Corporate Social Responsibility has been uploaded on the Company’s website at: https://www.biocon.com/docs/Biocon CSR Policy 2018 24-01-2019.pdf

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy, which is gender neutral. During the year under review, 4 complaints with allegations of sexual harassment were filed, all of which were disposed-off as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act and SEBI LODR.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company have occurred between March 31, 2019 and the date of this Report.

Change in Nature of Business

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

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended herewith as Annexure 9 to the Board’s Report.

Secretarial Standards

The Company complies with all applicable mandatory secretarial standard issued by the Institute of Company Secretaries of India.

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 Governments 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 co-operation during the year and look forward to their continued support in the future.

For and on behalf of the Board

Bengaluru Kiran Mazumdar-Shaw

April 25, 2019 Chairperson & Managing Director

DIN: 00347229

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Mar 31, 2018

Board''s Report

Dear Shareholders,

We present you the Fortieth (40^th) Annual Report on business and operations along with the Audited Financial Statements and the Auditor''s Report of your Company for the financial year ended March 31, 2018.

Financial Highlights

In Rs, Million (except EPS)

Particulars	Standalone Results		Consolidated Results
	FY18	FY17	FY18	FY17
Total revenue	25,502	27,172	43,359	40,787
Expenses	22,444	21,810	37,472	32,453
Share of profit of joint venture and associate, net	-	-	213	163
Profit before tax	3,058	5,362	6,100	8,497
Income tax	673	1,211	1,569	1,538
Income tax on exceptional items	-	(1,042)	-	78
Non-controlling interest	-	-	807	760
Profit for the year	2,385	5,193	3,724	6,121
Other comprehensive income, net	(65)	84	130	646
Total comprehensive income	2,320	5,277	3,854	6,767
Earnings per Share (EPS) before exceptional item	4.04	7.051	6.31	10.53*
Earnings per Share (EPS) after exceptional item	4.04	8.82*	6.31	10.39*

- Adjusted for the effect of bonus shares

Standalone and Consolidated Financial Statements

The Standalone and Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (''Ind AS'') notified under the Companies (Indian Accounting Standards) Rules, 2015.

Further, a statement containing the salient features of the Financial Statements of our subsidiaries pursuant to sub-section 3 of Section 129 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 the details of performance and financial positions of the subsidiaries.

State of Affairs

The highlights of your Company''s Standalone performance are as under:

- Revenue from operations for FY18 stood at Rs, 24,255 mn compared to Rs, 26,184 mn for FY17. Other income for FY18 amounted to Rs, 1,247 mn as against Rs, 988 mn in FY17, primarily comprised income on investments at Rs, 628 mn, foreign exchange gain Rs, 174 mn and dividend income from subsidiaries at Rs, 145 mn.

- Core operating margins (EBIDTA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 23% compared to 30% in FY18 on account of lower revenues. Profit for the year stood at Rs, 2,385 mn compared to Rs, 5,193 mn for FY17.

The highlights of your Company''s Consolidated Financial Performance are as under:

- During the year, our consolidated revenues registered a growth of 6% to Rs, 43,359 mn from Rs, 40,787 mn in FY17. From a segment perspective, the research services recorded an annual growth of 19% while Biologics and Branded Formulation registered a growth of 10% and 11% respectively. Small molecules was down 8%.

- Core margins (EBITDA margins net of licensing, impact of forex and R&D) stood at 27% as compared to 32% in FY17. Profit for the year stood at Rs, 4,531 mn compared to Rs, 6,881 mn for FY17. Profits for FY17 included tax on exceptional item of Rs, 78 mn.

Income Tax on Exceptional Items

Income tax on exceptional items during the FY17 comprised the following:

During the year ended March 31, 2017, the Company, in its Standalone Financial Statements recorded MAT credit entitlement of Rs, 1,042 mn on sale of equity shares of Syngene International Limited in FY16. However, in the Consolidated Financial Statements such entitlement is recognized as a credit in equity along with the underlying dilution gain on sale of equity stake in Syngene, as it did not impact Group''s control.

During the year ended March 31, 2017, Biocon SA ("BSA") transferred all of its rights, interests and obligations in Insulin Analogs (IPR) to Biocon Sdn. Bhd. Consequent to this transfer BSA recorded a net gain in its Standalone books which was offered to tax under the Swiss tax laws. The above restructuring did not have any impact on Consolidated Financial Statements, except for a tax cost of Rs, 78 mn representing the tax payable by BSA locally which had been included within income tax expenses for the year ended March 31, 2017.

Bonus

During FY18, the Company issued and allotted 400 mn equity shares of Rs, 5 each as fully paid bonus shares in the ratio of two equity shares for every one equity share held by the Members as on the record date, June 17, 2017. Consequently, issued, subscribed and paid-up share capital of the Company has increased to Rs, 3,000 mn.

Dividend

Your Directors are pleased to recommend a Final Dividend of Re. 1/- (20%) per equity share for the financial year ended March 31, 2018, entailing a payout of Rs, 600 mn. The dividend pay-out is subject to approval of Members at the ensuing Annual General Meeting (AGM).

The dividend will be paid to Members whose names appear in the Register of Members as on the Record Date to be determined by the Board, in respect of shares held in dematerialized form, it will be paid to Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the record date.

Dividend Distribution Policy

As per the provisions of Regulation 43A of SEBI Listing Obligations and Disclosure Requirements (SEBI LODR), the top 500 listed companies shall formulate a Dividend Distribution Policy. Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is appended herewith as Annexure 2 to the Board''s Report and is also available on the Company''s website at http://www.biocon.com/docs/Dividend_Distribution_Policy.pdf.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year under review, the Company has credited unpaid/ unclaimed dividends of financial year 2009-10 amounting to Rs, 546,255 lying in the unpaid dividend account to the IEPF.

Subsidiaries

Your Company has formulated a Policy for determining ''Material'' Subsidiaries pursuant to the provisions of SEBI LODR. The said Policy is available at the Company''s website http://www.biocon.com/docs/PolicyDocument MaterialSubsidiary.pdf

During the year, Syngene USA Inc., was incorporated on August 24, 2017 as a wholly owned subsidiary of Syngene International Limited and Biocon Healthcare Sdn. Bhd. was incorporated on August 10, 2017 as a wholly owned subsidiary of your Company. As on March 31, 2018, your Company has 12 subsidiaries.

A report on the performance and financial position of each of the subsidiary and joint venture is presented below.

Syngene International Limited, India

Syngene International Limited ("Syngene"), is engaged in providing contract research and manufacturing services from lead generation to clinical supplies to pharmaceutical and biotechnology companies worldwide. Syngene''s services include integrated drug discovery and development capabilities in medicinal chemistry, biology, vivo pharmacology, toxicology, custom synthesis, process R&D, cGMP manufacturing, formulation and analytical development along with Clinical development services. Syngene is a public limited company incorporated and domiciled in India and has its Registered Office in Bengaluru, Karnataka, India. The Company''s shares are listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) in India.

During the year ended March 31, 2018, Syngene registered a revenue growth of 17% to Rs, 14,849 mn in FY18 (FY17 - Rs, 12,716 mn). The growth was led by an overall strong performance across all its businesses. EBIDTA margin for the year was 35%, with the operating margin at Rs, 5,262 mn (FY17 - Rs, 4,783 mn), registering a growth of 10%.

Pursuant to a fire incident on December 12, 2016, at Syngene, certain fixed assets, inventory and other contents in one of the buildings were damaged.

Syngene lodged an estimate of loss with the insurance company and the survey is currently ongoing. Syngene recorded a loss of Rs, 795 mn arising from such incident during the year ended March 31, 2017. During the year ended March 31, 2018, Syngene has additionally recorded losses aggregating to Rs, 237 mn. Syngene also recognized a minimum Insurance claim receivable for equivalent amounts in the respective periods. The aforementioned loss and the corresponding credit arising from insurance claim receivable has been presented on a net basis (Rs, Nil) under Exceptional items in these Financial Statement. During the year ended March 31, 2018, Syngene has received an disbursement of Rs, 615 mn(March 31, 2017: Rs, 200mn) from the insurance company and the same has been adjusted with the amount recoverable from the insurance company.

In addition, Syngene is in the process of determining its final claim for loss of fixed assets and Business Interruption and has accordingly not recorded any further claim arising there from at this stage.

On April 25, 2018, the Board of Directors of Syngene recommended a dividend of Rs, 1/- (10%) per equity for the financial year ended March 31, 2018, entailing a pay-out of Rs, 200 mn. The dividend pay-out is subject to approval of Members of Syngene at the ensuing Annual General Meeting (AGM).

Syngene USA Inc.

Syngene USA Inc, a wholly owned subsidiary of Syngene, incorporated on August 24, 2017, with Registered Office in the State of Delaware, United States of America (USA). The Company provides sales and business support services to the operations of Syngene in USA.

Biocon Research Limited, India

Biocon Research Limited ("BRL"), a 100% subsidiary of the Company, undertakes discovery and development research work in Biologics and provides scientific support for various development programmes of the group.

BRL''s current business is directed towards the R&D services for Monoclonal Antibody molecules (mAbs) and Proteins, insulin Tregopil (formally referred to as IN-105) and other insulin products on behalf of other group companies. The research programs undertaken by BRL have made significant inroads to the next level of global clinical trials. BRL continues to hold 0.93% shareholding in Syngene.

During FY18, BRL registered a turnover of Rs, 2,190 mn and reported a net profit of Rs, 431 mn compared to a turnover of Rs, 1,657 mn and a net profit of Rs, 661 mn in FY17. FY18 revenue includes sale of export incentives to Biocon Limited for a consideration of Rs, 181 mn.

Biocon Pharma Limited, India

Biocon Pharma Limited ("BPL") is a wholly owned subsidiary of the Company. BPL would be engaged in the development and manufacture of generic formulations for sale in global markets, especially opportunities in US and EU. BPL is in the process of setting up its formulations manufacturing facility for oral solid dosages at Bengaluru. During FY18, 2 mn equity shares of face value of Rs, 10 were issued to Biocon Limited at face value.

As at March 31, 2018, BPL has not commenced commercial operations and has capital work-in-progress of Rs, 1,862 mn (FY17 - Rs, 1,130 mn).

Biocon Pharma Inc, USA

Biocon Pharma, Inc. ("BPI"), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in July 2015 in the United States of America. BPI is engaged in commercialization of generic formulations in the United States.

During FY18, BPI commenced commercial operations and has registered a turnover of Rs, 170 mn and reported a net loss of Rs, 218 mn.

Biocon SA, Switzerland

Biocon SA ("BSA"), 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.

In the current year, BSA registered a net loss of Rs, 255 mn against a net profit of Rs, 684 mn in FY17 primarily due to expenditure incurred on Research and Development activities. Exceptional gains as explained below resulted in profits for FY17.

Exceptional item represents:

During FY17, BSA and Biocon Sdn. Bhd. had entered into an Assignment and License Agreement pursuant to which BSA transferred all of its rights, interests and obligations in Insulin Analogs (IPR) to Biocon Sdn. Bhd. Consequent to this transfer BSA recorded a gain of Rs, 1,150 mn, net of tax Rs, 78 mn.

Biocon Biologics Limited, UK

Biocon Biologics Limited ("BUK") is a wholly owned subsidiary of the Company. Incorporated in the United Kingdom in March 2016, BUK houses Biocon''s Biosimilar Biologics business. Biocon Sdn. Bhd. and Biocon Biologics India Limited are wholly owned subsidiaries of BUK. In December 2017, the US Food and Drug Administration approved Ogivri™, a biosimilar Trastuzumab co-developed by Biocon and Mylan.

During the year ended March 31, 2018, BUK earned Rs, 852 mn as revenue and reported a net loss of Rs, 201 mn as against revenue of Rs, 1,826 mn and net loss of Rs, 189 mn in FY17, primarily due to higher expenditure incurred on Research and Development activities.

Biocon Sdn. Bhd. Malaysia

Biocon Sdn. Bhd Malaysia is a step down subsidiary of the Company, wholly owned by BUK. Biocon Sdn. Bhd. was established with an objective to set up the group''s first overseas manufacturing facility at Malaysia. The facility is located within BioXcell, a biotechnology park in Iskandar Puteri, Johor.

The facility is approved for manufacture of Human insulin and glargine drug product from National Pharmaceutical Regulatory Authority ("NPRA"), Malaysia. During the current year the facility received cGMP certification from HPRA (EMA). With the receipt of product approval from EMA for our Insulin Glargine, Biocon Sdn. Bhd. is set to commence export of products to EU. Biocon Sdn. Bhd. also received the product approval from NPRA, Malaysia for its BASALOG cartridges.

Biocon Sdn. Bhd. holds the commercial and development rights of human insulin and analogs and continues the related Research and Development activities.

Currently in the second year of commercial operations, Biocon Sdn. Bhd. reported a total revenue of Rs, 2,716 mn and net loss of Rs, 697 mn in FY18 against a total revenue of Rs, 998 mn and a net profit of Rs, 5 mn in FY17.

Biocon Biologics India Limited, India

Biocon Biologics India Limited ("BBIL") is a step down subsidiary of the Company, wholly owned by BUK. BBIL was incorporated on June 08, 2016 in India with an objective to set up greenfield biosimilar biologics facilities. During the current year, the Board and shareholders of BBIL have approved the acquisition of existing Biosimilars business from Biocon Limited for a consideration of Rs, 5,787 mn, subject to regulatory approvals.

As at March 31, 2018, BBIL has not commenced commercial operations and has capital work-in-progress of Rs, 152 mn.

Biocon FZ LLC, UAE

Biocon FZ LLC is a wholly owned subsidiary of the Company based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products to target markets in the Middle East and GCC. During the year ended March 31, 2018, Biocon FZ LLC earned Rs, 1,760 mn as revenue and reported a net loss of Rs, 13 as against a revenue of Rs, 1,328 mn and a net loss of Rs, 21 mn in the immediately preceding year.

Biocon Healthcare Sdn. Bhd., Malaysia

Biocon Healthcare Sdn Bhd ("BHSB"), a 100% owned subsidiary of Biocon Ltd, incorporated in August 2017 in Malaysia. BHSB proposes to carry on the business as importers and distributors in active pharmaceutical and biopharmaceutical ingredients, drugs and devices in the Malaysian market. As at March 31, 2018, BHSB has not commenced commercial operations.

Biocon Academy, India

Biocon Academy, established in 2014, spearheads Biocon''s Corporate Social Responsibility (CSR) initiatives in the area of advanced learning, aimed at creating a globally competitive Biotech ecosystem in India through skill development. Biocon Academy leverages rich industry experience and subject matter expertise of Biocon as well as international Education Partners, such as Keck Graduate Institute, California, USA and BITS, Pilani, India to deliver industry-oriented advanced learning and skill building programs for pharma and biotech graduates. Our Programs are aimed at empowering the students with industrial proficiency through job-skills development essential to build a promising career in the Biopharma industry.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI LODR, the Management Discussion and Analysis is set out in this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Corporate Governance Report for FY 2017-18 forms part of this Annual Report.

The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate Governance Report.

Business Responsibility Report

The Business Responsibility Report ("BRR") of your Company for the year 2017-18 forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI LODR.

Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the Board, inter alia administers and monitors the Company''s employees'' stock option plan (Plan) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Plan is implemented through Biocon India Limited Employees'' Welfare Trust (ESOP Trust).

During the year ended March 31, 2018, a total of 1,894,439, shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP plan. As at March 31, 2018, the ESOP Trust held 9,005,047 equity shares of the Company. During the year ended March 31, 2018, there has been no material change in the Company''s existing plan and the plan is in compliance with SBEB Regulations. Information as required under SBEB Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been uploaded on the Company''s website and can be accessed at the web-link: http://www.biocon.com/biocon invrelation annualreports.asp?subLink=finance

The applicable disclosures as stipulated under the SBEB Regulations as on March 31, 2018 is appended herewith as Annexure 3 to the Board''s Report. The Company has received a certificate from the Statutory Auditor that the scheme has been implemented in accordance with SEBI Share Based Employee Benefits (SBEB) Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the Members.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

Policy on Directors'' Appointment and Remuneration

The Company''s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018 the Board consists of 10 Directors, majority of them being Independent Directors. Besides the Chairperson and Managing Director who is a Promoter, the Board comprises of Vice Chairman who is a Non-Executive Director, CEO & Joint Managing Director, a Non-Executive Director and 6 Independent Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Director''s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee. The Policy of the Company on Director''s Appointment and Remuneration is appended herewith as Annexure 4 to the Boards'' Report.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Policy is available at the web-link: http://www. biocon.com/docs/PolicyDocument BoardDiversity.pdf

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a Director, commitment, including guidance provided to the senior management outside of Board / Committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behavior and judgment etc. The Performance Evaluation of the Independent Directors were carried out by the entire Board. The Performance Evaluation of the Chairperson and Managing Director was carried out by the Independent Directors. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

Appointment of Directors and Key Managerial Personnel

The Members at the 39^th AGM held on July 28, 2017 re-appointed Mr. Russell Walls, Ms. Mary Harney and Mr. Daniel Bradbury as Independent Directors for 5 years. The Members at the said AGM also appointed Prof. Ravi Mazumdar, as a Director liable to retire by rotation. We thank the Members for their support in confirming the above mentioned appointments.

Mr. Rajiv Balakrishnan has ceased to hold office as Company Secretary and Compliance Officer effective March 2, 2018.

Retirement and Re-appointment

As per the provisions of Section 152(6) of Companies Act, 2013, Mr. John Shaw, Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends his re-appointment.

The current term of appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo, Independent Directors of the Company shall come to an end at the ensuing AGM. Based on the outcome of the Performance Evaluation, the Nomination and Remuneration Committee has recommended to continue the term of appointment of the Independent Directors and nominated to the Board, re-appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors for an additional term of five consecutive years. A brief profile of Mr. Jeremy Levin and Mr. Vijay Kuchroo is given in the Notice of AGM dated June 22, 2018. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI LODR. The Company has also received requisite notices in writing from Members signifying the candidatures of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors of the Company.

The Board recommends the re- appointment of Mr. Jeremy Levin and Mr. Vijay Kuchroo as Independent Directors.

Committees of the Board

Currently, the Board has four Committees: Audit and Risk Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility (CSR) Committee. As required under the provisions of Section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Mr. Russell Walls, Chairman, Mr. Daniel M Bradbury, Dr. Jeremy M Levin and Mr. M. Damodaran.

A detailed note on the composition of the Board and other Committees is provided in the Corporate Governance Report section of this Annual Report.

Meetings of the Board

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

The Board during the financial year 2017-18 met five times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Board''s Report.

Related Party Contracts or Arrangements

All transactions entered into with Related Parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm''s length basis. The Company has formulated a Policy on "Materiality of Related Party Transactions" and the process of dealing with such transactions, which are in line with the provisions of the Companies Act, 2013 and SEBI LODR. The same is also available on the web-link: https://www.biocon.com/ biocon invrelation cor keygovernance.asp?subLink=gover.

Prior omnibus approval from the Audit and Risk Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures on related party contracts and arrangements are made to the Audit and Risk Committee and the Board on a quarterly basis.

During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR entered into by the Company, which necessitates approval of shareholders. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, is appended herewith as Annexure 5 to the Board''s Report.

Credit Ratings

ICRA and CRISIL continued to reaffirm their rating of AA / Stable and A1 , respectively, for various banking facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 6 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 to hold office from the conclusion of the 38^th AGM held on June 30, 2016 until the conclusion of the 43^rd AGM of the Company to be held in the calendar year 2021 (subject to ratification of their appointment by the Members at every AGM).

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company had received a written consent from M/s B S R & Co. LLP, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors at the ensuing AGM.

The Auditors'' Report on the Financial Statements of the Company for the year ending March 31, 2018 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the Financial Statements forming part of the Annual Report.

Cost Auditors

The Board of Directors on the recommendation of the Audit and Risk Committee, appointed M/s Rao & Murthy, Cost Accountants (Firm Registration Number 000065), as the Cost Auditors of the Company for the Financial Year 2017-18 under Section 148 of the Companies Act, 2013. M/s Rao & Murthy, Cost Accountants, 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 and Risk Committee has also received a certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s Rao & Murthy, Cost Accountants is included in the Notice convening the 40^th AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules there under, M/s M. Damodaran & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the FY 2017-18. The Secretarial Audit Report for FY 2017-18 is appended herewith as Annexure 7 to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. V. Sreedharan & Associates, Practising Company Secretaries as Secretarial Auditor of the Company for the financial year 2018-19.

Risk Management Policy

The Company has put in place an enterprise wide Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same in line with overall business objectives and define adequate mitigation strategy. On a quarterly basis, the Audit and Risk Committee reviews critical risks on a rotation basis in line with the mitigation progress/ effectiveness and its impact on overall risk exposure of the Company, all the critical risk areas are covered at least once a year. Annually, all critical risk areas identified are re-evaluated.

Internal Financial Control

The Company has laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organization. Such internal financial controls encompasses policies and 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. These include control processes both on manual and IT applications including the ERP applications wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the Internal Financial Controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate Internal Financial Controls System and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Control over Financial Reporting issued by the Institute of Chartered Accountants of India.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and SEBI LODR is implemented through the Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit and Risk Committee.

Whistle Blower Policy of your Company is available on the Company''s website and can be accessed at the web-link:https://www.biocon.com/docs/ Biocon_Group_Integrity_Whistle_Blower_Policy.pdf.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(b) they have selected such accounting policies and applied them consistently and made judgments 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 internal controls framework established by the Company, which were adequate and are operating effectively and

(f) t hey 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 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 Annual Report and is appended herewith as Annexure 8 to the Boards'' 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 Annual Report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the 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 Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Secretarial Team of the Company in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our business since its inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured its CSR activity. Today, the Company span its CSR efforts through Biocon Foundation, Biocon Academy and some partnership programs with like-minded private organizations and government. The Company promotes social and economic inclusion for the marginalized communities with its integrated system focussing largely in the following areas:

Primary Healthcare- The Company believes that the most cost-efficient method of ensuring the health of a community is by preventing disease from occurring in the first place. The Company is providing affordable primary and preventive healthcare services of assured quality. The initiative provides cushion to low and middle income groups from health shocks, caused by a high out-of-pocket health expenditure and it is catering to healthcare needs of a population of more than 10 Lakhs living predominantly in rural areas, peri-urban areas and slums in Karnataka & Rajasthan.

Promotion of Education- The Company believes in ensuring inclusive and equitable quality education for all. An afterschool enrichment program on English and Phonics, Life Skills, Art and Craft, Digital Literacy and games for children of Government schools is also ongoing successfully. Biocon Academy is an initiative to create a globally competitive Biotech ecosystem in India.

Promotion of Art & Culture- The Company gives a lot of emphasis on protection of national heritage, art and culture and our sincere effort to provide grants to restore many institutions of great public importance including India Foundation for the Arts, Bengaluru are steps in that direction.

Gender Equality & Empowerment of Women- Promoting gender equality and empowering women is one of the major objectives of the Company. Biocon Foundation has set up hostels for women who comes from weaker sections of the society. Donation of patrol vehicles to a special cell of Hebbagodi Police for ensuring safety of women is another initiative undertaken towards providing a safe environment.

Technology Incubation- The Company is keenly aware of the power of technology in transformation of the development indicators and therefore we support technology incubators which are approved by the Central Government. Under this initiative, Biocon Foundation has provided grants to The Institute of Bioinformatics and Applied Biotechnology (IBAB), Team Indus & Science Gallery, Bengaluru.

Rural Development- The Company works towards combatting the social and economic problems to ensure the prosperity of rural India. Biocon Foundation has undertaken many projects to bridge the rural-urban divide in terms of infrastructure. Some of our initiatives include construction of roads, school buildings, community centre, community toilets, drinking water facilities and so on. In an effort to ensuring rejuvenation of lakes in Bengaluru, Biocon Foundation has treated Hebbagodi lake by Bio-remediation processes and the similar work on revival of Yarandahalli Lake is undergoing.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a CSR Committee, which monitors and oversees various CSR initiatives and activities of the Company. The CSR Committee comprises of Ms. Mary Harney (Chairperson), Ms. Kiran Mazumadar-Shaw, Dr. Vijay Kuchroo and Prof. Ravi Mazumdar.

A detailed report regarding CSR is appended herewith as Annexure 9 to the Boards'' report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 year under review, 3 complaints with allegations of sexual harassment were filed, 2 of which were disposed-off as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR.

Material changes and commitments

No material changes and commitments affecting the financial position of the Company have occurred between March 31, 2018 and the date of this Annual Report.

Change in nature of business

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

Extract of Annual Return

In accordance with the provisions of Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended herewith as Annexure 10 to the Board''s Report.

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 AP, 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 co-operation during the year and look forward to their continued support in the future.

For and on behalf of the Board

Bengaluru, Kiran Mazumdar-Shaw

April 26, 2018 Chairperson and Managing Director

DIN: 00347229

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Mar 31, 2017

Dear Shareholders,

We present you the Thirty-Ninth Annual Report on business and operations along with the audited financial, statements and the auditor''s report of your Company for the financial year ended March 31, 2017.

Financial Highlights

In Rs. Million (except EPS)

Particulars	Standalone Results		Consolidated Results
	FY17	FY16	FY17	FY16
Total Revenue	27,172	25,085	40,787	34,602
Expenses	21,810	20,552	32,453	28,912
Share in net profit of joint venture	-	-	163	217
Profit before tax and exceptional items	5,362	4,533	8,497	5,907
Exceptional items	-	1,061	-	1,606
Profit before tax	5,362	5,594	8,497	7,513
Income tax	1,211	845	1,538	1,299
Income tax on exceptional items	(1,042)	1,063	78	123
Non-controlling interest	-	-	760	587
Profit for the year	5,193	3,686	6,121	5,504
Other comprehensive income, net	84	(10)	764	(58)
Total comprehensive income	5,277	3,676	6,885	5,446
Earnings per Share (EPS) before exceptional item	21.15	18.79	31.59	20.48
Earnings per Share (EPS) after exceptional item	26.45	18.78	31.18	28.04

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements of your Company have been prepared in accordance with Indian Accounting Standards (''Ind AS'') notified under the Companies (Indian Accounting Standards) Rules, 2015. For all periods up to and including the year ended March 31, 2016, your Company along with subsidiaries, associates and joint ventures prepared its financial statements in accordance with accounting standards notified under the Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (''Indian GAAP''). These financial statements for the year ended March 31, 2017 are the first that have been prepared by the Company, its subsidiaries and associates in accordance with Ind AS.

Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to subsection 3 of Section 129 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 the details of performance and financial positions of each of the subsidiaries.

State of affairs

The highlights of your Company''s standalone performance are as under:

- Revenue from operations grew by 12% to Rs. 26,184 mn from Rs. 23,354 mn in FY16. Other income for FY17 at Rs. 988 mn (FY16 Rs. 1,731 mn), primarily due to foreign exchange gain Rs. 160 mn and dividend from subsidiaries Rs. 487 mn in FY16.

- Core operating margins (EBIDTA excluding R&D, forex and dividend from subsidiaries) remained at similar Levels as compared to FY16.

Exceptional item

During the previous year, the Company had a gain, net of tax from sale of equity shares of the Company''s subsidiary, Syngene International Limited (Syngene). MAT credit on such gain was not recorded in the previous year due to uncertainty of utilization. During the current year, pursuant to change in the Income tax Law and other business restructuring, the Company believes that it will be able to utilize the MAT credit entitlement. Accordingly, during the year ended March 31, 2017, the Company has recorded MAT credit entitLement of Rs. 1,042 mn in its standalone financial statements. However, in the consolidated financial statements such entitlement is recognized as a credit in equity along with the underlying dilution gain on sale of equity stake in Syngene, as it did not impact Group''s control.

- Profit for the year stood at Rs. 5,193 mn up 41% from FY16. PAT excluding exceptional income, net of tax was Rs. 5,193 mn (FY16 Rs. 3,688 mn).

- Effective tax rate (ETR) for the year was 3% due to MAT credit recorded on exceptional income of FY16. ETR before exceptional item was 23%.

During the year, our consolidated revenues registered a growth of 18% to Rs. 40,787 mn from Rs. 34,602 mn in FY16. From a segment perspective, the small molecules recorded a growth of 12% while the research services business registered a year-on-year increase of 7%. Biologics and Branded Formulation recorded an Annual growth of 43% and 24% respectively.

Consolidated profits for the year grew by 11% to Rs. 6,121 mn from Rs. 5,504 mn. Profits of FY17 included tax on exceptional income of Rs. 78 mn as against an exceptional gain of Rs. 1,483 mn (net of taxes) in FY16, which has been explained in detail under the section Management Discussion and Analysis.

Bonus

With a view to encouraging the participation of small investors by making equity shares of the Company affordable, increasing the Liquidity of the equity shares and to expand the retail shareholders’ base, your directors at their meeting held on April 27, 2017, recommended issue of bonus shares of two equity shares for every one equity share held by the members as on the record date to be determined by the Board of Directors (Board). Consequent to the proposal of issue of bonus shares, the authorized share capital of the Company was proposed to be increased from Rs. 110 crores (22 crores equity shares of Rs. 5/- each) to Rs. 300 crores (60 crores equity shares of Rs. 5/- each). Your directors have decided to seek the approval of the shareholders for the above proposals by way of postal ballot.

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 3/- (Pre-Bonus) per equity share on the face value of Rs. 5/- per equity share for the financial year ended March 31, 2017 amounting to Rs. 600 mn. In view of net cash generated from operations being substantially deployed in capex and taking into account the future capital commitments, your Directors consider it prudent to propose the above dividend. The dividend payout is subject to approval of members at the ensuing Annual General Meeting (AGM).

The dividend will be paid to members whose names appear in the Register of members as on the record date to be determined by the Board, in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on the record date.

Dividend Distribution Policy

As per the provisions of regulation 43A of SEBI LODR, the top 500 Listed companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned by the Company. The policy is appended herewith as Annexure 2 to the Board''s report and is also available on the Company''s website, at http://www.biocon.com/docs/Dividend Distribution Policy.pdf.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year under review, the Company has credited unpaid/ unclaimed dividends of financial year 2008-09 amounting to Rs. 648,003 lying in the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

Subsidiaries and Joint ventures

Your Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the Listing Agreement. The said policy is available at the Company''s website http://www.biocon.com/docs/PolicyDocument_MateriaLSubsidiary.pdf

During the year, Biocon Biologics India Limited, was incorporated on June 08, 2016 as a wholly owned subsidiary of Biocon Biologics Limited, UK (“BUK"). As on March 31, 2017, your Company has 10 subsidiaries. A report on the performance and financial position of each of the subsidiaries is presented below.

Syngene International Limited, India

Syngene International Limited (“Syngene”) is one of India''s Leading contract research organization offering a suite of integrated, end-to-end discovery and development services for novel molecular entities (NMEs) across industrial sectors including pharmaceutical, biopharmaceutical and biotechnology amongst others. Syngene helps its clients in conducting discovery (from hit to candidate selection), development (including pre-clinical and clinical studies, analytical and bio-analytical evaluation, formulation development and stability studies) and pilot manufacturing (scale-up, pre-clinical and clinical supplies) each with distinctive economic advantage. Unlike the traditional business models, these services are offered through flexible business models ranging from a full-time equivalent (“FTE”) to a fee-for-service (“FFS”) model or a combination customized on the client''s specific requirement.

During the year ended March 31, 2017, Syngene registered a revenue growth of 14% to Rs. 12,716 mn in FY17 (FY16 Rs. 11,133 mn). EBIDTA margin for the year was 38%, with the operating margin at Rs. 4,783 mn (FY16 - Rs. 3,867 mn), registering a growth of 3%.

Pursuant to a fire incident on December 12, 2016 at Syngene, certain fixed assets, inventory and other contents in one of the buildings were damaged. Syngene lodged an initial estimate of Loss with the insurance company and the survey is currently ongoing. During the year ended March 31, 2017, Syngene has written off the net book value of assets aggregating to Rs. 795 mn and recognized a minimum amount of insurance claim receivable for an equivalent amount. In addition, the Group is in the process of determining its claim for Business Interruption and has accordingly not recorded any claim arising there from at this stage.

On April 27, 2017, the Board of Directors of Syngene recommended a dividend of Rs. 1/- (10%) per equity share for FY17, entailing a pay-out of Rs. 200 mn. The dividend payout is subject to approval of members at their ensuing Annual General Meeting (AGM).

Biocon Research Limited, India

Biocon Research Limited (“BRL”), a 100% subsidiary of the Company, undertakes discovery and development research work in BioLogics and provides scientific support for various development programmes of the group.

BRL''s current business is Largely directed towards R&D services for Monoclonal antibody molecules and Proteins (mAbs), insulin Tregopil (formally referred to as IN-105) and other insulin products on behalf of other group companies. The research programs undertaken by BRL have made significant inroads to the next Level of gLobaL cLinicaL triaLs. BRL continues to hold 0.93% shareholding in Syngene.

During FY17, BRL registered a turnover of Rs. 1,657 mn and reported a net profit of Rs. 661 mn compared to a turnover of Rs. 4,100 mn and a net profit of Rs. 832 mn in FY16. FY16 turnover included out-Licensing of development and commercialization rights of mAbs to BUK for a consideration of Rs. 2,820 mn.

Biocon Pharma Limited, India

Biocon Pharma Limited (“BPL”) is a wholly owned subsidiary of the Company. BPL would be engaged in the development and manufacture of generic formulations for sale in global markets, especially opportunities in US and EU. BPL is in the process of setting up its formulations manufacturing facility for oral solid dosages at Biocon SEZ, Bangalore. During FY17, 7 mn equity shares of face value of Rs. 10 each were issued to Biocon Limited at face value. As of March 31, 2017, BPL has not commenced commercial operations and had capital work-in-progress of Rs. 1,130 mn (FY16 Rs. 150 mn).

Biocon Pharma Inc, USA

Biocon Pharma, Inc. (“BPI”), a wholly owned subsidiary of Biocon Pharma Limited was incorporated in July 2015 in the United States of America. BPI will be engaged in commercialization of generic formulations in the United States. As at March 31, 2017, BPI has not commenced commercial operations.

Biocon Biologics Limited, UK

Biocon Biologics Limited (“BUK”) is a wholly owned subsidiary of the Company. Incorporated in the United Kingdom in March 2016, BUK houses Biocon''s biosimilar biologics business. Biocon SDN. BHD. is a wholly owned subsidiary of BUK. During the year ended March 31, 2017, BUK earned Rs. 1,826 mn as revenue and reported a net Loss of Rs. 189 mn.

Biocon SDN. BHD, Malaysia

Biocon SDN. BHD., Malaysia is a step down subsidiary of the Company, wholly owned by BUK. Biocon SDN. BHD. was established with an objective to set up the group''s first overseas manufacturing facility at MaLaysia. The facility is Located within Bioxcell, a biotechnology park in Nusajaya, Johor, which is being promoted by the Malaysian government.

The manufacturing facility, designed to manufacture recombinant human insulin and insulin analogs received Local CGMP certification from the National Pharmaceutical Control Bureau. The plant was capitalized (Rs. 16,851 mn) at the end of the current year, based on its readiness to start commercial supplies. Average useful Life of the plant is expected to be 16 years. Biocon SDN BHD will seek approvals from Leading regulatory agencies across the globe for marketing its products in rest of the world from FY 18. Approval from the developed markets are expected in the coming years.

Biocon SDN. BHD. will also continue the research and development activities pertaining to human insulin and analogues which it acquired from Biocon SA. Biocon SDN. BHD. reported a total revenue of Rs. 998 mn and net profit of Rs. 5 mn in FY17.

Biocon Biologics India Limited, India

Biocon Biologics India Limited (“BBIL”) is a step down subsidiary of the Company, wholly owned by BUK. BBIL was incorporated on June 08, 2016 in India with an objective to set up green field dissimilar biologics facilities. As at March 31, 2017, BBIL has not commenced commercial operations.

Biocon SA, Switzerland

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

For the current year, Biocon SA registered net profit of Rs. 684 mn against Rs. 1,229 mn in FY16. Exceptional gains as explained below resulted in increased net profits for FY16.

Exceptional items comprises of

(a) a n amount of Rs. 2,561 mn (net of tax) released from deferred balance pursuant to contract with Laboratories PISA S.A. de C.V (PISA) of Mexico for the co-development and commercialization of generic recombinant human insulin (rh-insulin) for the US market.

(b) impairment charge of Rs. 1,078 mn of the marketing rights of T1H product for US and Canada region (''Territory'') due to uncertainties over commercialization of the products in the Territory owing to OFAC sanctions.

(c) during the year ended March 31, 2017, Biocon SA and Biocon Sdn. Bhd. have entered into an Assignment and License Agreement pursuant to which Biocon SA transferred all of its rights, interests and obligations in Insulin Analogs (IPR) to Biocon SDN. BHD. Consequent to this transfer BSA recorded a gain of Rs. 1,150 mn, net of tax Rs. 78 mn.

Biocon FZ - LLC, UAE

Biocon FZ LLC is a wholly owned subsidiary of the Company based in Dubai. Incorporated in June 2015, Biocon FZ LLC was established as a marketing entity for pharmaceutical products to target markets in the MiddLe East and GCC. During the year ended March 31, 2017, Biocon FZ LLC earned Rs. 1,328 mn as revenue and reported a net Loss of Rs. 21 mn.

Biocon Academy, India

Biocon Academy spearheads Biocon''s CSR initiatives in the technical / professional education segment. The academy was established as a Centre of Excellence for Advanced Learning in Biosciences in 2014. Biocon Academy Leverages rich industry experience of Biocon and subject matter expertise of international Education Partners such as Keck Graduate Institute of Claremont, California (USA). The 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 and industrial proficiency through job-skills development essential to build a promising career in the Biotech industry.

Management discussion and analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management''s discussion and analysis is set out in this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance Long-term shareholder value and respect minority rights in all our business decisions. Corporate governance report for FY 2016-17 forms part of this Annual Report.

The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.

Business Responsibility Report

The ''Business Responsibility Report'' (BRR) of your Company for the year 2016-17 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the Board, inter alias administers and monitors the Company''s employees’ stock option plan (Plan) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Plan is implemented through Biocon India Limited Employees’ Welfare Trust (ESOP Trust).

During the year ended March 31, 2017, a total of 499,689 shares were transferred from the ESOP Trust to the eligible employees under the Company''s prevailing ESOP plan. As at March 31, 2017, the ESOP Trust held 3,529,870 equity shares of the Company. During the year ended March 31, 2017, there has been no material change in the Company''s existing plan and the plan is in compliance with SBEB Regulations. Information as required under SBEB Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been uploaded on the Company''s website and can be accessed at the web-Link: http://www.biocon.com/biocon_invreLation_Annual reports.asp?subLink=finance

The applicable disclosures as stipulated under the SBEB Regulations as on March 31, 2017 is appended herewith as Annexure 3 to the Board''s report. The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with SBEB Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as of the Balance Sheet date.

Loans, Guarantees or Investments

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

Policy on Directors'' appointment and remuneration

The Company''s current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the board and separate its functions of governance and management. As on March 31, 2017, the Board consists of 10 Directors, majority of them being Independent Directors. Besides the Chairperson and Managing Director who is a Promoter, the Board comprises of Vice Chairman who is a Whole-time Director, a CEO & Joint Managing Director, a Non- Executive Director and 6 Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee. The policy of the Company on Director''s appointment and remuneration is appended herewith as Annexure 4 to the Boards'' Report.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill. It also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The policy is available at the web-Link: http://www.biocon. com/docs/PolicyDocument BoardDiversity.pdf

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence Laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI LODR.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, the Board has carried out the Annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, Interpersonal relationships, attendance and contribution at meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution, commitment including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behavior and judgment etc. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairperson & Managing Director was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

Appointment of Directors and Key Managerial Personnel

The members at the 38^th AGM held on June 30, 2016 appointed Mr. M. Damodaran as an Independent Director for a period of three consecutive years for a term up to the conclusion of 41^st AGM of the Company in the calendar year 2019. The members at the said AGM also appointed Dr. Arun S Chandavarkar, CEO & Joint Managing Director, as a director LiabLe to retire by rotation. We thank the members for their support in confirming the above mentioned appointments.

The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Rajiv Balakrishnan as the Company Secretary and Compliance Officer effective January 24, 2017 in place of Mr. Kiran Kumar. G who relinquished his post as the Company Secretary of the Company, to pursue other interests within the group. The Board places on record its appreciation for the services rendered by Mr. Kiran Kumar. G during his tenure as the Company Secretary.

Retirement and Re-appointment

As per the provisions of Section 152(6) of Companies Act, 2013, Prof. Ravi Mazumdar, retires by rotation at the ensuing AGM and being eligible, seeks reappointment. The Board recommends his re-appointment.

The current term of appointment of Mr. Russell Walls, Ms. Mary Harney and Mr. Daniel Bradbury, Independent Directors of the Company shall come to an end at the ensuing AGM. Based on the outcome of the performance evaluation, the Nomination and Remuneration Committee has recommended to continue the term of appointment of the above Independent Directors and nominated to the Board, re-appointment of Mr. Russell Walls, Ms. Mary Harney and Mr. Daniel Bradbury as Independent Directors for an additional term of five consecutive years. The Company has received declarations from all the three Independent Directors confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 25 of SEBI LODR. The Company has also received requisite notices in writing from members proposing Mr. Russell Walls, Ms. Mary Harney and Mr.

Daniel Bradbury as Independent Directors of the Company.

The Board recommends the re- appointment of Mr. Russell Walls, Ms. Mary Harney and Mr. Daniel Bradbury as Independent Directors.

Committees of the Board

Currently, the Board has four Committees: Audit and Risk Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee. As required under the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Mr. Russell Walls, Chairman, Mr. Daniel M Bradbury, Dr. Jeremy M Levin and Mr. M. Damodaran.

A detailed note on the composition of the Board and other committees is provided in the corporate governance report section of this Annual report. Meetings of the Board

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

The Board during the financial year 2016-17 met four times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, which forms part of the Board''s Report.

Related party contracts or arrangements

ALL transactions entered into with Related Parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm''s Length basis. The Company has formulated a policy on “materiality of related party transactions” and the process of dealing with such transactions, which are in Line with the provisions of the Companies Act, 2013 and SEBI LODR. The same is also available on the web-Link: http://www.biocon.com/docs/ PolicyDocument_ReLatedPartyTransaction_2015.pdf

Prior omnibus approval from the Audit and Risk Committee are obtained for transactions which are repetitive and also normal in nature. Further, disclosures on related party contracts and arrangements are made to the Audit and Risk Committee and the Board on a quarterly basis.

During the year under review, there were no material related party transactions under regulation 23 (4) of SEBI LODR entered into by the Company, which necessitates approval of shareholders. Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC - 2, is appended herewith as Annexure 5 to the Board''s report.

Credit Ratings

CRISIL and ICRA continued to reaffirm their rating of “AA / Stable” and “A1 ”, for various banking facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

Conservation of energy, technology absorption, foreign exchange earnings & outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is appended herewith as Annexure 6 to the Board''s report.

Auditors Statutory Auditors

Messrs B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 38th AGM held on June 30, 2016 until the conclusion of the 43 rd AGM of the Company to be held in the calendar year 2021 (subject to ratification of their appointment by the members at every AGM).

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from B S R & Co. LLP, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The members are requested to ratify the appointment of the Statutory Auditors at the ensuing AGM.

The Auditors'' Report on the financial statements of the Company for the year ending March 31, 2017 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the Annual report.

Cost Auditors

The Board of Directors on the recommendation of the Audit and Risk Committee, appointed Messrs Rao & Murthy, Cost Accountants (Firm Registration Number 000065), as the Cost Auditors of the Company for the FY 2017-18 under Section 148 of the Companies Act, 2013. Messrs Rao & Murthy, Cost Accountants, 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 and Risk Committee has also received a certificate from the Cost Auditors certifying their independence and arm''s Length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Messrs Rao & Murthy, Cost Accountants is included in the notice convening the 39th AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules there under, M/s Sreedharan & Co, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the FY 2016-17. The secretarial audit report for FY 2016-17 is appended herewith as Annexure 7 to the Board''s report. The secretarial audit report does not contain any qualification, reservation or adverse remark.

The Board has appointed Mr. M. Damodaran of M/s. Damodaran & Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2017-18.

Risk Management Policy

The Company has put in place an enterprise wide Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same in Line with overall business objectives and define adequate mitigation strategy. On a quarterly basis, the Audit and Risk Committee reviews critical risks on a rotation basis in Line with the mitigation progress/ effectiveness and its impact on overall risk exposure of the company, all the critical risk areas are covered at Least once a year. Annually, all critical risk areas identified are re-evaluated.

Internal Financial Control

The Company has Laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organization. Such internal financial controls encompasses policies and 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. These include control processes both on manual and IT applications including the ERP applications wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

Because of the inherent Limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

Vigil mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed there under and SEBI LODR is implemented through the Company''s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit and Risk Committee.

Whistle Blower Policy of your Company is available on the Company''s website and can be accessed at the web-Link:http://www.biocon.com/docs/Biocon_ Group_Integrity_WhistLe_BLower_Policy.pdf

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

(a) I n the preparation of the Annual accounts, the appLicabLe accounting standards had been followed along with proper explanation relating to materiaL departures.

(b) t hey have selected such accounting policies and applied them consistently and made judgments 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) a hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) t hey have Laid down internal financial controls based on internal controls framework established by the Company, which were adequate and are operating effectively and

(f) t hey 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 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 8 to the Boards'' 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.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the 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 Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Corporate Social Responsibility (CSR)

At Biocon, CSR has been an integral part of our business since its inception. With the incorporation of Biocon Foundation in 2004, the Company formally structured its CSR activity. Today, the Company span its CSR efforts through Biocon Foundation, Biocon Academy and some partnership programs with Like-minded private organizations and government. The Company promotes social and economic inclusion for the marginalized communities with its integrated system focusing Largely in the following areas:

Health Care services: The Company firmly believes that the use of technology can make healthcare delivery in rural areas more efficient and therefore we have developed an integrated and holistic healthcare delivery service, which seeks to address critical gaps in the delivery of healthcare in rural India. Our efforts are targeted at enabling Last mile reach of preventive and primary health services in rural areas.

Education: While the Company projects address experiential Learning in basic maths, computer skills and Language skills of the underserved young people in rural areas, it also imparts advanced training necessary and skills required for gainful employment in the Biopharma sector to young graduates through Biocon Academy.

Promote Art & Culture: India has a rich heritage of Art and Culture across the Land which needs to be preserved and promoted. Our various forms of music and dance, style of paintings and sculptures have intrigued many across the globe, yet a Large pool of our artistes have not gained enough recognition. Biocon Foundation believes in creating a platform to promote art & culture, encourage artists and share this knowledge with the marginalized communities through various initiatives to help them develop a keen sense of appreciating fine arts.

Safety of women and children: Biocon believes that the safety of women and children is the collective responsibility of society. The Company provides safe transport for pregnant women to come to primary health centers for ante natal check-ups and for children attending our “Aata Paata Wadi". It also provides vehicles for the police to support their work in managing the safety of citizens.

Gender Equality: Gender Equality and equity is basic human right and your Company works towards this in all its communities. The Company works towards gender equality by providing vocational skills and assisting with employment opportunities. The Company, counsel, mentor and protect young women at risk from sexual trafficking and assist women and girls with Life skills coaching and employment opportunities.

Rural Development: The Company is working to build townships, schools, sanitation and water supply systems that can fulfill the basic needs of underprivileged rural and urban communities. The Company has adopted a township in North Karnataka and is also providing support infrastructure, including a school, safe drinking water, a health centre and community hall in the village. The Company has installed solar Lights, rain water harvesting systems and household and community toilets to enable clean sanitation facilities for the rural communities.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed a Corporate Social Responsibility Committee, which monitors and oversees various CSR initiatives and activities of the Company. The CSR Committee comprises of Ms. Mary Harney (Chairperson), Dr. Vijay Kuchroo and Prof. Ravi Maunder.

A detailed report regarding Corporate Social Responsibility is appended herewith as Annexure 9 to the Boards'' report.

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

The Company has in place an Anti-Sexual Harassment Policy in Line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013. 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 year under review, 7 complaints with allegations of sexual harassment were filed, all of which were disposed-off as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013.

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 your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI LODR.

Material changes and commitments

No material changes and commitments affecting the financial position of the Company have occurred between March 31, 2017 and the date of this report.

Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to be a pioneer biopharmaceutical company engaged in manufacturing active pharmaceutical ingredients and formulations, including dissimilar drugs for diabetics, oncology and autoimmune diseases with sales in markets across the globe.

Extract of Annual Return

In accordance with the provisions of Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format is appended herewith as Annexure 10 to the Board''s report.

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, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific and Industrial Research, Ministry of Corporate Affairs, Customs and Excise Departments, Income Tax Department, CSEZ, LTU Bangalore and all other regulatory agencies for their assistance and co-operation during the year and Look forward to their continued support in the future.

For and on behalf of the Board

Bangalore, Kiran Mazumdar -Shaw

April 27, 2017 Chairperson & Managing Director

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Mar 31, 2014

Dear Shareholders,

The present before you the Thirty-Sixth Annual Report on business and operations along with the audited financial statements and the auditor''s report of your company for the financial year ended March 31, 2014.

Financial Highlights

In Rs. Millions

Standalone Results Consolidated Results Particulars FY 2014 FY 2013 FY 2014 FY 2013

Total Revenue 22,631 19,895 29,332 25,380

Profit before tax and exceptional items 4,086 3,609 5,377 4,083

Exceptional items, net - 139 - 2,019

Income Tax 842 713 1,069 975

Minority Interest - - 170 38

Profit After Tax 3,244 2,757 4,138 5,089

Adjustment on account of merger of subsidiary 55 - - -

Profit after adjustment on account of merger 3,299 2,757 - -

Performance Overview

During the fiscal year ended March 31, 2014, Consolidated total revenue grew by 16% YoY driven by strong impetus from research services and biopharmaceuticals segments. Export revenue contributed 62% of total revenue. Consolidated Profit before tax and exceptional items grew by 32% from Rs. 4,083 to Rs. 5,377.

A detailed performance analysis is provided in the Management Discussion and Analysis segment, which is annexed to this report.

Appropriations

Dividend

Your directors are pleased to recommend a dividend of 100% which is Rs. 5/- per equity share for the year ended March 31, 2014.

Transfer to Reserves

We propose to transfer Rs. 330 to the General Reserves and the balance of Rs. 16,137 is proposed to be retained in the profit and loss account.

Subsidiaries and Joint Ventures

As on March 31, 2014, the Company has five subsidiaries, one step down subsidiary and a Joint Venture. The direct subsidiaries are Syngene international Limited, Biocon SA, Biocon Research Limited, Biocon Sdn Bhd and Biocon Academy. Syngene International Limited has a subsidiary, Clinigene International Limited. NeoBiocon FZ LLC is our Joint Venture.

During the year Biocon Biopharmaceuticals Limited (BBL), a wholly owned subsidiary was merged with the Company post approval by the Hon''ble High Court of Karnataka on July 12, 2013 and subsequently the Company had filed form 21 along with a copy of Court order and Scheme of Amalgamation with the Ministry of Corporate Affairs on August 8, 2013. The financial statements for the year ended March 31, 2014 considers the impact of the merger.

Annual Accounts of Subsidiary Companies

The Ministry of Corporate Affairs has granted a general exemption to companies from attaching the financial accounts of the subsidiary company to this report, as part of Section 212 of the Companies Act, 1956. However, a declaration illustrating relevant details of the subsidiaries is enclosed in this annual report. The members can write to the company for obtaining copies of the annual accounts of the subsidiary concerns. The same will also be available for inspection at our registered office in Bangalore, India.

Credit Ratings

CRISIL and ICRA continued to reaffirm their rating of "AA / Stable" and "A1 ", for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a very strong degree of safety for timely payment of financial obligations.

The Company also enjoys CRISIL rating of "A1 / Stable" for Short Term Debt programme, indicating a very strong degree of safety for timely payment of financial obligations. The Company has not issued any short term debt during the year.

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements have been prepared by your Company in line with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006. The revised Schedule VI of the Companies Act, 1956 has been adopted while preparing these statements, in accordance with the notification from the Ministry of Corporate Affairs. The audited, consolidated financial statements of FY14 together with the annexed Auditor''s report form a part of this Annual report.

Transfer of Unpaid and Unclaimed Amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Employee Stock Option Plan (ESOP)

Pursuant of the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, the details of stock options as on March 31, 2014 are provided in the annexure to the Director''s Report.

Corporate Governance

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the listing agreement with the Stock Exchanges. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms a part of the Director''s Report.

Directors

Ms. Kiran Mazumdar Shaw, Chairman and Managing Director, shall retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Whereas, all Independent Directors i.e. Mr. Russell Walls, Mr. Daniel M Bradbury, Prof. Charles L Cooney, Mr. Suresh N Talwar, Mr. Bala S Manian & Ms. Mary Harney, being eligible and offer themselves for appointment as Independent Directors at the ensuing Annual General Meeting.

The Company has received a declaration of Independence from all the Independence Directors of the Company confirming that they meet the criteria of independence as prescribed under Clause 49 of the Listing Agreement and under section 149(6) of the Companies Act, 2013.

Pursuant to provisions of section 161(1) of the Companies Act, 2013 Dr. Arun S Chandavarkar has been inducted as Additional Director and designated as Chief Executive Officer and Joint Managing Director effective April 24, 2014. A notice as required under section 160 of the Companies Act, 2013 has been received for his appointment as a Director. The Board recommends to the members for the appointment of Dr. Arun S Chandavarkar as a Director and liable to retire by rotation.

Auditors

The Statutory Auditors M/s. S. R. Batliboi & Associates LLP (Firm registration no: 101049W), Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Cost Auditors

In compliance with section 233B of the Companies Act of 1956, the Central Government has prescribed a cost auditor M/s. Rao, Murthy & Associates, Cost Accountant, whose term of office ended on March 31, 2014 and have confirmed their eligibility and willingness to accept office, if re-appointed and approved by the Central Government for the FY 2014-1 5 to carry out the Cost Audit of records of the Company maintained as per norms of pharmaceutical industry.

Management Discussion and Analysis Report

A detailed report on the Management Discussion and Analysis is provided as a separate section in the annual report.

Fixed Deposits

The Company has not accepted any fixed deposits from the public.

Director''s Responsibility Statement

In compliance with the section 217 (2AA) of the Companies Act, 1956; the board of directors hereby confirm the following

- In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

- We have selected such accounting policies and applied them consistently. We have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the company at the end of the fiscal year.

- We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- We have prepared the annual accounts on a going concern basis

Particulars of Research and Development, Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Details required as per section 217(1 )(e) of the Companies Act, 1956 in conjugation with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules of 1988, are provided in the annexure to this report.

Particulars of Employees

Details required as per section 217(2A) of the Companies Act, 1956 in conjugation with Rule 2 of the Companies (Particulars of Employees) Rules of 1975, as amended; are provided in the annexure to this report.

However, in line with the provisions of Section 219(1 )(b)(iv) of the aforementioned Act; post the exclusion of the information as required above, the annual report is being sent to all the members of the company and the others entitled thereto. Any member interested in obtaining these details may write to the Company Secretary at our registered office in Bengaluru, India.

Acknowledgements

The board greatly appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Karnataka, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific and Industrial Research, Customs and Excise Departments, Income Tax Department, CSEZ, LTU Bangalore and all other government agencies for their support during the year and look forward to the same in the future.

For and on Behalf of the Board

(Sd/-)

Date: April 24, 2014 Kiran Mazumdar Shaw

Place: Bangalore Chairman and Managing Director

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Mar 31, 2013

Dear Shareholders,

The present before you the Thirty-Fifth Annual Report on business and operations along with the audited financial statements and the Auditor''s Report of your company for the financial year ended March 31, 2013.

Financial Highlights Standalone Results Rs. Million

Particulars FY 2013 FY 2012

Total Revenues 19,895 16,224

Total Expenditure 15,323 12,223

Earnings before Interest, Tax, Depreciation and Amortization 4,572 4,001

Interest 12 17

Depreciation and Amortization 951 940

Exceptional items, net 139 -

Profit before tax 3,470 3,044

Income Tax 713 489

Profit after tax 2,757 2,555

Surplus brought forward from previous year 13,750 12,613

Profit available for Appropriation 16,507 15,168

Appropriations:

Transfer to General Reserve 276 256

Proposed Dividend 1,500 1,000

Tax on Dividend Proposed 255 162

Surplus in Profit and Loss account 14,476 13,750

Consolidated Results

Rs. Million

Particulars FY 2013 FY 2012

Total Revenues 25,380 21,483

Total Expenditure 19,417 15,692

Earnings before Interest, Tax, Depreciation and Amortization 5,963 5,791

Interest 81 122

Depreciation and Amortization 1,793 1,744

Exceptional items, net 2,012 -

Profit before tax and minority 6,101 3,925

Income Tax 975 541

Minority Interest 39 -

Profit after tax 5,087 3,384

Business Operations Overview

During the fiscal year, the group delivered a 18% top line growth with revenues reaching 25,380 millions vis-a-vis 21,483 millions in FY12. This growth has been driven by a strong momentum in research services and branded formulations which grew YoY at 36% and 34% respectively. The biopharma segment excluding branded formulations grew by 10% YoY led by strong Insulin sales in RoW markets, Immuno- suppressants, speciality molecules like Fidaxomicin and Orlistat.

Group net profits for FY 2013 grew over 50% to Rs. 5,087 million on the back of exceptional income recognized on the re-licensing of our generic insulin analogs portfolio. Further, on a prudent basis, the Company has also made a provision in respect of its investment in IATRICA Inc. a U.S. startup engaged in development of molecules, on account of value erosion in its IP

This fiscal year witnessed good traction in all our business verticals viz. Small Molecules, Branded Formulations, Biosimilars, Research Services and Novel Molecules with a firm focus on emerging markets. Emerging markets are currently outpacing growth in developed markets reiterating our emphasis in these geographies.

The construction of our new insulin manufacturing facility in Malaysia is on track. A significant milestone during the fiscal has been the extension of our partnership with Mylan for generic insulin analogs. This partnership assumes importance given the strong co-development and commercialization partner for our key growth vertical. The contract with Mylan for biosimilar insulin analogues will enable us to optimise our partnership approach to carve out a large slice of the global Insulin market in the developed markets. We aim to leverage existing alliances in RoW markets for penetration of our biosimilar molecules.

The year was also marked by significant advances in our R&D initiatives in our insulins and biosimilar mAbs programmes which added momentum to our journey up the value chain. Our biosimilar mAbs programmes with Mylan are progressing well and are also due to enter clinics over the course of the next couple of years. We expect FY14 to carry forward the momentum of our R&D programs and substantiate our efforts of moving up the value chain.

A detailed performance analysis is provided in the Management Discussion and Analysis segment, which is annexed to this report.

Appropriations

Transfer to Reserves

We propose to transfer Rs. 276 million to the General Reserves and the balance of Rs. 18,520 million is proposed to be retained in the profit and loss account.

Dividend

The Board of Directors are pleased to recommend a dividend of 100% (Rs. 5/- per share) and also recommend a special dividend of 50% (Rs. 2.50/- per share) taking the total dividend payout to 150% (Rs. 7.50 per share) for the year ended March 31, 2013.

Subsidiaries and Joint ventures Syngene International Limited

Syngene International Limited (Syngene) is the largest contract and custom research enterprise in India with extensive competencies in chemistry and biologics. Syngene offers integrated research services in the drug discovery and development space along with manufacturing services in APIs, Intermediates and Biologics. The organization offers value-added service models to complement the evolving needs of global Pharma, Bio-pharma and Biotech players. Syngene''s clientele spans across industries like pharmaceuticals, nutraceuticals, agri-chemicals, engineering and speciality segments, and today includes 16 of the top 20 pharma companies of the world.

During the year, Syngene had made a preferential issue of 7.7% equity shares at Rs. 300/- per share to GE Equity International for a total consideration of Rs. 125 Crores.

In this fiscal year, Syngene recorded a growth of 33% in top line with revenues touching Rs. 5,542 millions against Rs. 4,182 millions in FY12. Syngene''s EBIDTA margin for the year was 30%, with the operational margin at Rs. 1,681 millions compared to Rs. 1,404 millions last year, a growth of 20%.

Clinigene International, a 100% subsidiary of Syngene works across the clinical trial domain, conducting complex bioavailability, bioequivalence and clinical trials required for validation of drugs and pharmaceuticals in India. It also has competencies in medical sciences for the development and enhancement of medical diagnostic, surgical and therapeutic techniques. For the fiscal ended March 31, 2013, Clinigene clocked revenues worth Rs. 385 millions and turned the corner to deliver a net profit of Rs. 4 millions.

Biocon Biopharmaceuticals Limited

Biocon Biopharmaceuticals Limited (BBL) is a wholly owned subsidiary engaged in the production of monoclonal antibodies and other biologics. During the year, BBL earned revenues worth of Rs. 584 millions and generated a net profit of Rs. 55 millions. During the year, the Company commissioned its state of the art biologics facility built with an investment to the tune of Rs. 150 crores.

In April 2012, the Board of BBL has approved the merger of the Company with Biocon Limited. The merger application has been filed with the Hon''ble High Court of Karnataka and the same is pending.

Biocon Research Limited

Biocon Research Limited (BRL), a 100% subsidiary of Biocon, undertakes discovery and development research work in Biologics, Monoclonal antibody molecules and Proteins. This fiscal year saw the inauguration of a world class research facility which primarily houses the operations of BRL. Known as Biocon Research Centre, this state of the art facility is spread across 200,000 sq. ft. and houses cutting-edge technology to enable the development of ''best-in-class'' biologics and biosimilars. For the current year, BRL registered revenues of Rs. 254 millions largely on account of services rendered to other group companies. The Biosimilar mAbs programme with Mylan undertaken by BRL is in development stage and hence BRL has reported a net loss of Rs. 899 millions for the year ended March 31, 2013.

Biocon SA

Biocon SA is our wholly owned subsidiary based out of Switzerland, engaged in development and commercialization of biopharmaceuticals for the global markets. During the current year Biocon SA entered into an agreement with Mylan for the co-development and commercialisation of insulin analogs. The added impetus from our partner gives us reason to believe that there is a possibility of an early approval for insulin products in the regulated markets.

The commitment of the company to the biosimilars program stays in place as demonstrated by the progress of our molecules in the clinics. Biosimilar rh-Insulin has completed EU phase III trial while Biosimilar glargine is expected to enter global phase III trial for the developed markets shortly. For the current year, at the back of exceptional income Biocon SA registered a net profit of Rs. 2,468 millions.

Biocon SDN. BHD

Biocon SDN. BHD., a wholly owned subsidiary in Malaysia is setting up the group''s first overseas manufacturing facility in BioXcell, a biotechnology park being promoted by the Malaysian government. This facility is expected to be operational with regulatory approvals in 2015. Biocon SDN BHD is in the process of setting up the manufacturing facility and is yet to commence commercial operations.

Neo Biocon FZ LLC

Neo Biocon FZ LLC. is a research and marketing pharmaceutical company, which was incorporated in January 2008 as a ''50:50'' joint venture with Dr. B. R. Shetty of Neo Pharma. Based out of Abu Dhabi, Neo Biocon helps us reach out to the Middle East and GCC with our veritable portfolio of quality small molecules and biologics. During the current fiscal, Neo Biocon earned Rs. 227 millions in revenues and reported a net profit of Rs. 66 millions.

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements have been prepared by your company in line with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006.

We wish to bring to the attention of the member that the Company has adopted a prudent approach towards accounting for licensing income commensurate with its obligation for development for clinical and regulatory activity of Biosimilar products. Assessing the development obligation for insulin program, our contract with Mylan greatly reduces our spends for insulin analogs. Accordingly, we have booked a part of deferred amounts as an exceptional income and continued defer the balance amounts towards outstanding obligation in respect of our obligations for clinical and development activities. We feel that this treatment rightly reflects our approach towards the development program. Our Auditors have drawn a reference to this accounting treatment in the consolidated financial statements of the Company.

The audited, consolidated financial statements of FY13 together with the annexed Auditors'' Report form a part of this Annual Report. Accounts of Subsidiary companies

The Ministry of Corporate Affairs has granted a general exemption to companies from attaching the financial accounts of the subsidiary company to this report, as part of Section 212 of the Companies Act of 1956. However a declaration illustrating relevant details of the subsidiaries is enclosed in this annual report. The members can write to the company for obtaining copies of the annual accounts of the subsidiary companies. The same will also be available for inspection at our registered office in Bengaluru, India.

Employee Stock Option Plan (ESOP)

Pursuant of the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, as amended), the details of stock options as on March 31, 2013 are provided in the annexure to the Director''s Report.

Corporate Governance

We strive to maintain high standards of corporate governance in all our interactions with our stakeholders. The company has conformed to the corporate governance code as stipulated under the listing agreement with the stock exchanges. A separate section on corporate governance along with a certificate from the auditors confirming the level of compliance is attached and forms a part of the Director''s Report.

Evaluation of Board Effectiveness

The evaluation of the Board''s performance is effected periodically by the Chairman of the Audit Committee to quantify the effectiveness of the Board. Action plans for certain improvements in key areas are periodically reviewed for implementation.

Directors

Prof. Ravi Mazumdar and Prof. Charles L. Cooney shall retire by rotation at the ensuing Annual General Meeting; being eligible they offer themselves for re-appointment.

Mr Daniel M Bradbury has been inducted as an additional non-executive Director on Board effective April 25, 2013. A notice as required under Section 257 of the Companies Act, 1956 has been received by the Company for his appointment as Director. The Board recommends to the shareholders for the appointment of Mr Daniel M Bradbury as a Director liable to retire by rotation.

Auditors

The Statutory Auditors M/s. S. R. Batliboi & Associates LLP (earlier known as M/s. S. R. Batliboi & Associates) (ICAI Firm registration no.: 101049W), Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Cost Auditors

In compliance with Section 233B of the Companies Act, 1956, M/s Rao, Murthy & Associates, Cost Accountant, were appointed to carry-out audit of the cost records maintained by the Company. Their term of office ended on March 31, 2013 and have confirmed their eligibility and willingness to accept office, if re-appointed and approved by Central Government to carry out the Cost Audit of the records maintained as per the norms of Pharmaceutical Industry.

Management Discussion and Analysis Report

The report as required under the Listing agreements with the Stock Exchange is annexed and forms an integral part of this Report. Cumulative Disclosures under the stock option scheme as on March 31, 2013 Fixed Deposits

The company has not accepted any fixed deposits from the public.

Directors'' Responsibility Statement

In compliance with the Section 217 (2AA) of the Companies Act, 1956; the board of directors hereby confirm the following:

i. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

ii. We have selected such accounting policies and applied them consistently. We have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the company at the end of the fiscal year.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. We have prepared the annual accounts on a going concern basis.

Particulars of Research and development, conservation of energy, technology absorption and Foreign Exchange earnings and outgo

Details requited as per Section 217(1)(e) of the Companies Act,1956 in conjugation with Rule 2of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules of 1988, are provided in the annexure to this report.

Particulars of Employees

Details requited as per Section 217(2A) of the Companies Act, 1956 in conjugation with Rule 2 of the Companies (Particulars of Employees) Rules of 1975, as amended; are provided in the annexure to this report.

However, in line with the provisions of Section 219(1)(b)(iv) of the aforementioned Act; post the exclusion of the information as required above, the annual report is being sent to all the members of the company and the others entitled thereto. Any member interested in obtaining these details may write to the Company Secretary at our registered office in Bengaluru, India.

Acknowledgements

The Board greatly appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the company. We would like to thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Karnataka, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific and Industrial Research, Drugs and other regulatory authorities at the Centre and State, Department of Pharmaceuticals, Customs and Excise Departments, Income Tax Department, CSEZ, LTU Bangalore and all other government agencies for their support during the year and look forward to the same in the future.

For and on behalf of the Board

Kiran Mazumdar-Shaw John Shaw

Chairman and Managing Director Vice Chairman

April 25, 2013

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Mar 31, 2012

We are delighted to present before you the Thirty-Fourth Annual Report on business and operations along with the audited financial statements and the Auditors' Report of your company for the financial year ended March 31, 2012.

Financial Highlights Standalone Results

Rs.Million

Particulars FY 2012 FY 2011

Total Revenues 16,224 16,183

Total Expenditure 12,223 10,099 Earnings before Interest, Depreciation and Tax 4,001 6,084

Interest 17 10

Depreciation and amortization 940 902

Profit before tax 3,044 5,172

Income Tax 489 579

Profit after tax 2,555 4,593

Surplus brought forward from previous year 12,613 9,470

Profit available for Appropriation 15,168 14,063

Proposed Dividend 1,000 900

Tax on dividend Proposed 162 91

Transfer to General Reserve 256 459

Balance in Profit and Loss Account 13,750 12,613

Consolidated Results (for continuing operations)

Rs.Million

Particulars FY 2012 FY 2011

Total Revenues 21,483 18,576

Total Expenditure 15,692 12,844

Earnings before Interest, Depreciation and Tax 5,791 5,732

Interest 122 231

Depreciation and amortization 1,744 1,516

Profit before tax 3,925 3,985

Income Tax 541 586

Profit after tax 3,384 3,399

During the fiscal ended March 31, 2012, Biocon Group revenues grew by 16% driven by strong impetus from branded formulations and research services. There was marginal growth in EBITDA, while the PAT remained at almost the same level as last year. This was largely due to the decrease in earnings contribution by licensing income.

The year was marked by significant events which included the India launch of INSUPen ease®, ground breaking of our first overseas manufacturing facility in Malaysia and substantial progress in our R&D programs. The end of the fiscal was punctuated by the conclusion of our biosimilar insulin's partnership with Pfizer over change in priorities at Pfizer's biosimilar division.

A detailed performance analysis is provided in the Management Discussion and Analysis, which is annexed to this report.

Appropriations Dividend

Your directors are pleased to recommend a 100% dividend of Rs 5.00 per equity share for the year ended March 31, 2012.

Transfer to Reserves

We propose to transfer Rs 256 million to the General Reserves and the balance of Rs 13,750 million is proposed to be retained in the profit and loss account.

Business Operations Overview and Outlook

The year marked the beginning of a crucial action phase for Biocon with the looming biologics patent expiries which commence from 2015. During this fiscal, your company delivered a 16% top line growth with revenues reaching Rs 2,148 Crores vis-a-vis Rs 1,858 Crores in FY11. This growth has been driven by strong performances in research services and branded formulations which grew at 29% and 39%, respectively. Biopharmaceutical sales excluding branded formulations grew about 10% YoY with sustained momentum from Immuno suppressants, speciality molecules like Fidaxomicin, Orlistat and resilient sales from Statins.

This fiscal witnessed large strides that we took in our key growth verticals as we crystallized our strategy to take your company to the next growth platform. Our five growth verticals namely Small Molecules, Branded Formulations, Biosimilars, Research Services and Novel Molecules are built with a firm focus on emerging markets. Emerging markets are currently growing at 13-18% compared to the almost flat growth in most developed markets.

We initiated supplies of Fidaxomicin API to Optimer Pharma this year. Optimer has launched the molecule in US markets to a very warm reception, thanks to its superior profile. They have also received commercialization approval for the molecule in the European markets. We are their sole suppliers for this molecule for both of these markets, an extension of our long association with Optimer over the development phase of this molecule.

The Indian healthcare market is being driven by chronic therapies, especially diabetes and dermatology. The two new divisions that we launched last year, Comprehensive Care and Immunotherapy, have done very well on the strength of their niche positioning and differentiated offerings.

We launched INSUPen ease®, a world-class, reusable delivery device for insulin and analogs based on proprietary German technology, in India. The best-in-class delivery device has been very well received and appreciated by doctors and patients alike. Capitalizing on this launch, our domestic Insulin business (part of our Dialectology portfolio in branded formulations) grew rapidly over the last year. According to IMS February 2012 MAT, Biocon was the fastest growing Insulin Company in India and the only indigenous company that has been able to catapult itself to the top league.

The ground breaking for our new insulin facility in Malaysia during September 2011, reiterating our commitment to take our Biosimilar insulin and analogs to the global markets. We are looking at optimizing our regional partnership approach to carve out a large slice of the global Insulin market. We have regional partners in 32 geographies including Brazil, Mexico, China and Japan. We aim to forge new partnerships as well as leverage existing alliances to augment the access and penetration of our biosimilar molecules.

In our Novels portfolio, we received positive news flow from Phase III trial in Psoriasis for Itolizumab, the anti-CD6 molecule targeted at auto- immune disorders like plaque psoriasis and rheumatoid arthritis. Itolizumab successfully met all primary and secondary endpoints in the 52- week, double blind, and placebo controlled trial. Our partner, Amylin had filed a US IND for phybrid: a novel biological entity targeted at diabetes and obesity. The molecule has entered into phase I clinical trials in US.

Our biosimilar Trastuzumab has commenced multi centric, phase III trials in India; aimed at accessing the pie in emerging markets. The other molecules from our Mylan partnership are also due to enter clinics over the course of the next couple of years. The current innovator market size for this portfolio was approximately US$ 33 Billion in 2011. We expect to carry forward the momentum of our research programs and substantiate our efforts of moving up the value chain over the coming years.

Subsidiaries and Joint Ventures

Syngene International Limited

Syngene is a leading contract and custom research enterprise in India with veritable expertise in chemistry and biologics. Syngene offers integrated research services in the drug discovery and development space with customisable service models to effectively tap into the evolving needs to the global biopharma and biotech players. Syngene's clientele includes businesses across the biopharma and specialty pharma continuum including Bristol Myers Squibb, Pfizer and Merck.

During the year, Syngene acquired 100% of the shareholding of Clinging International Limited from the parent company to ensure seamless operational integration of the combined research service offerings.

In this fiscal, our research services arm recorded a growth of 27% in top line with revenues touching Rs 4,182 million against Rs 3,229 million in FY11. Syngene's operational margin (EBIDTA)for the year increased from Rs 1,404 million compared to Rs 1,005 million representing a growth of 40%.

Biocon Biopharmaceuticals Private Limited

Biocon Biopharmaceuticals Private Limited (BBPL) is a wholly owned subsidiary engaged in the production of monoclonal antibodies and other biologics. During the year, BBPL earned revenues worth of Rs 398 and generated a net profit of Rs 56 million.

Biocon Research Limited

Biocon Research Limited (BRL), a wholly owned subsidiary, undertakes discovery and development research work in biologics, antibody molecules and proteins. The biosimilar monoclonal antibodies commercialization alliance with Mylan is progressing well. Biosimilar Trastuzumab has commenced phase I trial in Europe. Some of the other biosimilar molecules from this portfolio are expected to enter the clinics over the next few years. For the current year BRL registered revenues of Rs 161 million and has reported a net loss of Rs 404 million for the year ended March 31, 2012, largely due to the development spents on its research initiatives.

Biocon SA

Biocon SA our wholly owned subsidiary is engaged in development and commercialization of biopharmaceuticals for the global markets. Biocon SA is currently undertaking clinical development of the biosimilar insulins product in EU and post termination of the commercialisation agreement with Pfizer due to change in biosimilar priorities, the commitment of the company to the biosimilars program stays in place as demonstrated by the progress of our molecules in the clinics. Biosimilar rh-Insulin is approaching completion of its phase III trial in EU. Biosimilar glargine has commenced multi-centric, phase I trial for the developed markets.

During this fiscal, Biocon SA earned revenues of Rs 1,551 million and reported a net profit of Rs 314 million.

Biocon SDN. BHD

Biocon SDN. BHD. our Malaysian subsidiary is aimed at aiding our foray into the Malaysian market. The company will set up the group's first overseas manufacturing facility in BioXcell, a biotechnology park being promoted by the Malaysian government. The manufacturing plant will be developed in two phases, with the first phase commanding an outlay of around US$ 160 Million. This facility is expected to be operational with regulatory approvals in the calendar year 2015. Biocon SDN BHD is in the process of setting up the manufacturing facility and is yet to commence commercial operations.

NeoBiocon FZ LLC

NeoBiocon FZ LLC., a research and marketing pharmaceutical company based in Abu Dhabi was incorporated in January 2008 as a Rs50:50' joint venture with Dr B. R. Shetty of Neo Pharma. Neo Biocon aims to increase the access and penetration of our portfolio offerings in the GCC markets. During the current year Neo Biocon registered sales of Rs 114 million.

Standalone and Consolidated Financial Statements

The standalone and consolidated financial statements have been prepared by the Company in line with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006. The revised schedule VI of the Companies Act, 1956 has been adopted while preparing these statements, in accordance with the notification from the Ministry of Corporate Affairs. The audited, consolidated financial statements for the year ended March 31, 2012 together with the annexed Auditor's report form a part of this Annual report.

Accounts of Subsidiary companies

The Ministry of Company Affairs has granted a general exemption to companies from attaching the financial accounts of the subsidiary company to this report, as part of Section 212 of the Companies Act of 1956. However a declaration illustrating relevant details of the subsidiaries is enclosed in this annual report. The members can write to the company for obtaining copies of the annual accounts of the subsidiary companies. The same will also be available for inspection at our registered office.

Employee Stock Option Plan (ESOP)

Pursuant of the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock Purchase Scheme Guidelines, as amended), the details of stock options as on March 31, 2012 are provided in the annexure to this report.

Corporate Governance

We strive to maintain high standards of corporate governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the listing agreement with the stock exchanges. A separate section on corporate governance along with a certificate from the auditors confirming the level of compliance is attached and forms a part of this report.

Evaluation of Board Effectiveness

The evaluation of the Board's performance is effected periodically by the chairman of the Audit Committee to quantify the effectiveness of the Board. Dr Neville Bain has considerable experience in Board reviews and has carried out similar exercises in the United Kingdom and elsewhere.

The review conducted earlier, expressed overall confidence in the company and the Board's supervision in corporate strategies. Action plans for improvements in key areas are continuously monitored and reviewed for implementation.

Directors

Mr. John Shaw and Mr Suresh N Talwar shall retire by rotation at the ensuing Annual General meeting and being eligible are proposed for re-appointment.

Mrs Mary Harney has been inducted as an additional director of the company effective April 26, 2012. It is proposed to appoint Mrs Mary Harney has director of the company, liable to retire by rotation at the ensuing Annual General Meeting.

Auditors

The Statutory Auditors M/s. S. R. Batliboi & Associates (Firm registration no: 101049W), Chartered Accountants, Bangalore, retire at the ensuing Annual General meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Cost Audit

In compliance with section 233B of the Companies Act of 1956, the Central Government has prescribed cost audit for the Company's Bulk Drug and Formulation division. The cost auditors, M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore have confirmed their willingness to be re-appointed.

Management Discussion and Analysis Report

The report as required under the Listing agreements with the Stock Exchange is annexed and forms an integral part of the Director's Report.

Fixed Deposits

The company has not accepted any fixed deposits from the public.

Director's Responsibility Statement

In compliance with the section 217 (2AA) of the Companies Act, 1956; the board of directors hereby confirm the following:

(i) In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any

(ii) We have selected such accounting policies and applied them consistently. We have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profit of the company at the end of the fiscal.

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) We have prepared the annual accounts on a going concern basis. Particulars of Research and development, conservation of energy, technology absorption and Foreign Exchange earnings and outgo Details requited as per section 217(I)(e) of the Companies Act,1956 read with Rule 2of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules of 1988, are provided in the annexure to this report.

Particulars of Employees

Details required as per section 217(2A) of the Companies Act, 1956 read with Rule 2 of the Companies (Particulars of Employees) Rules of 1975, as amended; are provided in the annexure to this report.

However in line with the provisions of Section 219(1)(b)(iv) of the aforementioned Act, post the exclusion of the information as required above, the annual report is being sent to all the members of the company and the others entitled thereto. Any member interested in obtaining these details may write to the Company Secretary at the registered office in Bengaluru, India.

Acknowledgements

The board greatly appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Karnataka, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific and Industrial Research, Customs and Excise Departments, Income Tax Department, CSEZ, LTU Bangalore and all other government agencies for their support during the year and look forward to the same in the future.

For and on behalf of the Board

Kiran Mazumdar-Shaw John Shaw

Chairman and Managing Director Vice Chairman

April 27, 2012

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Mar 31, 2011

We are pleased to present Thirty-third Annual Report on business and operations together with the audited financial statements and the auditors report of your company for the financial year ended 31st March 2011.

The financial highlights for the year under review are given below:

Results of Operations:

Rs. in Millions Particulars for the year ended March 31, 2011 2010

Total Revenues 15,921 12,289

Total Expenditure 9,824 8,710

Profit before Interest, Depreciation and Tax 6,097 3,579

Interest 24 20

Depreciation 902 797

Profit before Tax 5,171 2,762

Income Tax 579 278

Profit after Tax 4,592 2,484

Surplus b/f from previous year 9,470 8,009

Profit available for appropriation 14,062 10,493

Proposed dividend 900 700

Tax on proposed divided 90 74

Transfer to General Reserve 459 248

Balance in Profit and Loss account 12,613 9,470

Consolidated Results (Under Indian GAAP):

Rs. in Millions Particulars for the year ended March 31, 2011 2010

Total Revenues 28,137 24,048

Total Expenditure 21,841 18,963

Profit before Interest, Depreciation and Tax 6,296 5,085

Interest 257 169

Depreciation 1,568 1,401

Profit before Tax and Exceptional Items 4,471 3,515

Income Tax 721 487

Profit after Tax, before Minority Interest 3750 3,028

Minority Interest (75) (96)

Profit after Tax 3,675 2,932

For the year ended March 31, 2011 consolidated revenues grew by 17% driven by a strong growth in biopharmaceutical segment, EBITDA grew by 24% and Profit after tax (PAT) grew by 25% to Rs. 3,675 million as compared to Rs. 2,932 million in the previous financial year.

The highlight of this past year was the strategic partnership with Pfizer for taking our biosimilar insulin global.

The standalone financial statements refect higher profits on account of transfer of certain intangible to subsidiaries within the group, which are eliminated upon consolidation.

A detailed performance analysis is also discussed in the Management Discussion and Analysis, which is annexed to this report.

Appropriations

Dividend

Directors are pleased to recommend a final dividend of Rs. 3.00 per equity share, which is in addition to the interim dividend of Rs. 1.50 per share takes the total dividend payout to 90% on the paid up equity capital of the Company.

Transfer to Reserves

We propose to transfer Rs. 459 millions to the General Reserves and the balance of Rs. 12,613 million is proposed to be retained in the profit and loss account.

Business Operations Overview and Outlook:

During the year, Companys revenue increased by 17% from Rs. 24,048 million to Rs. 28,137 million. The growth in biopharmaceuticals sales was driven by a significant increase in sale across business segments including statins, immunosuppresants and insulins. The immunosuppresants segment specifically grew by over 30%. The domestic branded formulations business grew 36% on increasing market share of key brands, introduction of new products and the launch of two new divisions – Immunotherapy and Comprehensive Care.

We have sought both research and marketing partnerships as a way to access global markets and we have forged some key strategic partnerships this year. The most visible and high-profile partnership that we recently announced was with Pfizer to commercialize our insulins portfolio which is going to be a very important growth driver in the foreseeable future.

Industry reports cite the insulin market at about US$ 15 billion today and estimated to grow to a size of US$ 20 billion by 2020. The insulins space accounts for 46% of the total diabetes drug segment. We estimate this business will continue to grow at about 6% per annum going forward, factoring the advent of biosimilar insulins. Biocons partnership with Pfizer aims at addressing this very large opportunity first in the emerging markets, which offer sizeable volume and thereafter at a later stage, enter the developed markets. Clinical trials for recombinant human insulin for the European Market are in progress and patient recruitments are currently underway. Biocons insulin business in India is also beginning to gain traction and although our insulins business is merely seven years old, we have steadily gained market share. In volume terms, we have around 11% share in the insulin vial segment and around 13% market share in the glargine vial segment. While the market has grown 11%, Biocons sales in the segment has grown by over 12%.

Another significant event in this past year was the supply agreement with Optimer Pharmaceuticals for the supply of Fidaxomicin API. Biocon is the currently sole supplier of this product for certain regulated markets and has been involved with this project from 2005.

We have made considerable progress in our partnership with Mylan for developing biosimilar monoclonal antibodies for the global markets. In addition to this, we have some very key strategic research partnerships with Amylin, Vaccinex, the Center for Immunology in Havana, and IATRICa. What really makes this whole partnering opportunity special for us is that we can develop all these programs leveraging Indias costs and clinical base in a very cost-effective manner, and we are able to take them first to the emerging markets and then on to the regulated markets as the program advances.

Within the novel pipeline, the Company released encouraging preliminary data from a recently concluded Phase III clinical study conducted in India on IN-105, its novel oral insulin candidate for the treatment of diabetes. Initial data analysis show that an unexpectedly high placebo effect prevented IN-105 from meeting its primary end point of lowering HbA1c as compared to placebo by a margin effect. However, multiple secondary endpoints on both efficacy and safety were met, further strengthening the emerging profile of IN-105.

Our coveted T1h program for a novel Anti-CD6 targeting monoclonal antibody is in Phase III clinical trials for Psoriasis. Additionally, our novel anti-CD20 molecule (BVX 20 with Vaccinex) has completed preclinical studies and we are scheduled to commence clinical trials this year. Our novel programs are expected to unlock substantial value upon licensing in the coming years.

Subsidiaries and Joint Ventures:

Syngene International Limited:

Syngene continues to be one of the leading contract research organizations in the country which offers integrated services across discovery and development continuum. State-of-the-art infrastructure, talented and experienced scientific and techno-commercial team, flexibility of business models, robust communication systems, ability to consistently deliver with quality and speed are some of the reasons why Syngene has become a preferred partner of choice for several small, medium and large companies around the world. In addition to pharmaceutical companies, Syngene has developed a broad customer base in other industries including fine chemical, petrochemical, agro, cosmetic and electronic companies.

During the year, Syngene continued to successfully manage large relationships including those with Bristol-Myers Squibb, Merck and DuPont Agro division which involved various aspects of drug discovery and development research.

With the emergence of biologics over past few years as important medicinal interventions, Syngene also offer services in discovery and development of biologic molecules. Syngenes state-of-the-art biologics pilot plant is capable of delivering clinical trial material of both bacterial and mammalian origin.

During the financial year 2010-11, Syngene registered a strong growth of 21% in revenues from Rs. 2,675 million to Rs. 3,231 million. Operational Margin (EBITDA) increased from Rs. 877 million to Rs. 1,005 million representing a 14% increase during the year.

Increased charge on account of depreciation has led to a marginal decline in the net profit which was at Rs. 283 million for the year against of Rs. 308 million for the previous year.

Clinigene International Limited:

For the year under review, Clinigene registered revenues of Rs. 289 million Clinigene had a challenging year and has incurred a loss of Rs. 37 million on account unfavourable market conditions, delay in study startup and intensive pricing pressures.

Clinigene is continuing to evolve and adapt its capability platforms and service offerings against a background of continued macro market pressure as global R&D spends are being reduced, consolidation of market players continues and the shift to globally capable preferred partnerships accelerates. In addition to our standard service platforms, we have identified several more specialized areas, for example patient based early studies, complex BA/BE studies and immunoanalytical services where Clinigene offers strong capabilities. We believe that, these new speciality services, which have relatively high entry barriers, will allow us to drive new and differential revenue opportunities.

Biocon Biopharmaceuticals Private Limited:

During the year Biocon Biopharmaceuticals Private Limited (BBPL) became a wholly owned subsidiary of the Company.

For the year under review, BBPL earned revenues of Rs. 491 million as against Rs. 381 million in the previous year. The net profits for the year stood at Rs. 192 million as against Rs. 26 million in the previous year.

Biocon Research Limited:

Biocon Research Limited (BRL) is a wholly owned subsidiary set up to undertake discovery and development research work in biologics, antibody molecules and proteins.

For the current year BRL registered revenues of Rs. 649 million as against Rs. 392 million in the previous year. BRL continues to progress the development activity on the monoclonal antibody program in joint collaboration with Mylan. BRL has reported a net loss of Rs. 322 Million for the year ended March 31, 2011 against a loss of Rs. 51 million in the previous year.

Being a research driven enterprise, the Company is in the initial stage of operations and has enlarged its scope to other challenging research projects during the year.

Biocon SA:

Biocon SA, a wholly owned subsidiary in Switzerland is primarily engaged in development and commercialisation of biopharmaceuticals across the globe. Clinical Development of Insulin is currently ongoing in the European region.

AxiCorp GmbH:

AxiCorp is a specialized Pharma marketing and distribution company based in Germany.

For the current financial year AxiCorp revenues rose from Rs. 9,117 million to Rs. 9,800 million. The Company earned a net profit of Rs. 353 million for the year against Rs. 299 million for the previous year. Given the synergies brought about by the Pfizer partnership, the Company has decided to divest its 78% stake in AxiCorp to the existing group of promoter shareholders.

NeoBiocon FZ LLC:

NeoBiocon FZ LLC is a pharmaceutical research and marketing company based at Abu Dhabi. Incorporated in January 2008, NeoBiocon is an equal joint venture with Dr. B.R. Shetty of NeoPharma.

During the current year, NeoBiocon registered significant growth in revenue to Rs. 60 million and a net profit of Rs. 21 million.

In addition to launching oncology products. NeoBiocons range of branded generic products, now approved by the UAE Ministry of Health, has been successfully launched to address the therapeutic segments of cardiology, diabetology and infection management.

Biocon SDN. BHD.

During the year, Company has incorporated a wholly owned subsidiary in Malaysia to set up a state of the art manufacturing facility at BioXcell a biotechnology park promoted by the Government of Malaysia.

In the first phase of capital outlay the Company envisages an investment of US$ 161 million and expects the facility to go on stream by year 2015.

Consolidated financial statements:

The consolidated financial statements have been prepared by the Company in accordance with the Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006. The audited consolidated financial statements together with Auditors Report thereon also form part of the Annual report.

Accounts of subsidiary companies:

The Ministry of Company Affairs has granted General Exemption to Companies from attaching the financial accounts of the subsidiary companies to this Report pursuant to Section 212 of the Companies Act, 1956. However, a statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report. The members can write to the Company for obtaining the annual accounts of the subsidiary companies and copies will also be available for inspection at the registered office in Bangalore, India.

Employees Stock Option Plan (ESOP):

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, as amended, the details of stock options as on March 31, 2011 are set out in the Annexure to the Directors Report.

Corporate Governance:

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the listing agreement with the stock exchanges. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is annexed and forms a part of the Directors report.

Evaluation of Board effectiveness:

The evaluation of the performance of the Board is periodically carried out by the Chairman of the Audit Committee to measure the effectiveness of the Board. Dr Bain has considerable experience in Board reviews and has carried out similar exercises for other companies in the United Kingdom and elsewhere.

The review conducted earlier showed overall confidence in the company and the Boards oversight of corporate strategies. Action plans for certain improvements in key areas were reviewed and evaluated for implementation.

Directors:

Dr. Neville Bain and Mr. Bala Manian shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Russell Walls was inducted as Additional Director by the board of directors on 28th April 2011. A resolution confirming his appointment as a director liable to retire by rotation is proposed at the Annual General Meeting.

Auditors:

The Statutory Auditors M/s. S. R. Batliboi & Associates (Firm Registration No. 10104910), Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Cost Audit:

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Companys bulk drug and formulation division.

The board has appointed the Cost Auditors and they have been duly approved by the Central Government.

Management Discussion and Analysis Report:

The report as required under the Listing agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

Cumulative disclosure under the stock option scheme as on March 31, 2011:

Disclosure of the particulars of stock options schemes as on the above date, as per SEBI guidelines:

Particulars Third Grant Fourth Grant Fifth Grant

a. i) Options Granted (Post equity split and bonus, net of 444,600 5,701,628 235,428 options cancelled)

b. Exercise price

i) Pre-bonus of 2008 Rs. 315 each 20% discount Market Price to Market on date of Price on Grant date of Grant

ii) Post-bonus of 2008 Rs. 157.5 each

c. Options vested 426,450 4,411,433 -

d. Options exercised 340,275 3,068,317 -

e. Total number of Equity Shares to be transferred from the 340,275 3,068,317 - ESOP Trust as a result of exercise of options

f. Options lapsed 104,950 1,721,946 -

g. Variation in the terms of options None None None

h. Money realized by exercise of options (Rs. lacs) 909 4,459 -

i. Option pending exercise Nil 1,343,115 -

j. Total number of options in force Nil 1,590,526 235,428

k. Person-wise details of options granted to:

i. Directors and key managerial employees Nil Please see Nil Table (1) below for details regarding options granted to key managerial employees

l. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options Not applicable since shares will be transferred by the ESOP Trust upon exercise of the options and the Company will not be required to issue any new shares

m. Vesting schedule 25% each in April of Year 1-25% Year 1-25% 2005, 2006, 2007 and

Year 2-35% Year 2-35%

2008.

Year 3-40% Year 3-40%

(Year 1 being (Year 1 being 3 years from 3 years from date of joining date of or 1 year from joining) July, 19 2006, whichever is later)

n. Lock-in No lock-in, subject to a minimum vesting period of 1 year.

There are no employees who have received a grant in any one year amounting to 5% or more of the options granted during that year.

There are no employees who have been granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Consequent to the bonus shares in the ratio 1:1 on Sept 15, 2008, employees who had not exercised their options were credited with bonus entitlements based on ESOP Plan (Eligibility for corporate action).

Table (1) details regarding options granted to key managerial employees are provided below:

Sl. Name of Director or key managerial personnel Fourth Grant (No. of No. Options Granted)*

Key managerial employees

1. Mr. Chinappa M B 75,000*

2. Mr. Sandeep Rao 60,000*

3. Mr. Harish Iyer 60,000*

*Adjusted for 2008 Bonus issue.

Fixed Deposits:

The Company has not accepted any fixed deposits from public.

Directors responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirm as under:

i) In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) We have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis.

Particulars of Research and Development, Conservation of energy, technology absorption etc:

Particulars required under Section 217 (I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to the Report.

Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and is a part of this report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Acknowledgements

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Karnataka, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Department of Scientific & Industrial Research, Customs and Excise Departments, Income Tax Department, CSEZ, LTU Bangalore and all other Government agencies for their support during the year and look forward to their continued support in the future.



For and on behalf of the Board



Kiran Mazumdar-Shaw John Shaw Chairman and Managing Director Vice Chairman



April 28, 2011

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Mar 31, 2010

We are pleased to present Thirty-Second Annual Report on business and operations together with the audited financial statements and the auditors report of your Company for the financial year ended March 31, 2010

The financial highlights for the year under review are given below:

Corporate Results: Rs in Millions

Particulars for the year ended March 31, 2010 2009

Total Revenues 12,289 9,871

Total Expenditure 8,710 6,937

Profit before Interest, Depreciation and Tax 3,579 2,934

Interest 19 49

Depreciation 797 743

Profit before Tax and Exceptional Items 2,762 2,142

IncomeTax 278 104

Profit after Tax, before Exceptional Items 2,484 2,038

Exceptional items (net of tax) (920)

Profit after Tax, after Exceptional Items 2,484 1,118

Surplus b/f from previous year 8,009 7,705

Profit available for appropriation 10,493 8,823

Proposed dividend on equity shares 700 600

Tax on proposed divided 74 102

Transfer to General Reserve 248 112

Balance in Profit and Loss account 9,470 8,009



Consolidated Results (Under Indian GAAP): Rs in Millions

Particulars for the year ended March 31, 2010 2009

Total Revenues 24,048 16,732

Total Expenditure 18,963 12,854

Profit before Interest, Depreciation and Tax 5,085 3,878

Interest 169 176

Depreciation 1,401 1,102

Profit before Tax and Exceptional Items 3,515 2,600

IncomeTax 487 119

Profit after Tax, before Exceptional Items 3,028 2,481

Minority Interest (96) (71)

Share of losses in associate company - (7)

Profit after Tax and Minority Interest, before Exceptional Items 2,932 2,403

Exceptional items (net of tax) - (1,472)

Profit after Tax, after Exceptional Items 2,932 931





Results of Operations:

For the year ended March 31, 2010 consolidated revenues grew by 44%, EBITDA grew by 31% and Profit after tax (PAT) before exceptional items, grew by 22%. The company has posted a strong 27% growth in its biopharmaceutical business despite the challenging environment that prevailed in the last year. The landscape was characterized by pricing pressures, reduced spending from consumers and companies and intense competition between companies for the end markets. This year we entered new markets, strategically moving up the value chain with formulations in addition to APIs and improved operational efficiencies in our manufacturing processes.

A detailed performance analysis is given in the Management Discussion and Analysis, which is annexed to this report.

Appropriations: Dividend

Directors are pleased to recommend a dividend of 70%, which translates to Rs 3.5 per equity share.

Transfer to Reserves

We propose to transfer Rs. 248 millions to the General Reserves. An amount of Rs. 9,470 Million is proposed to be retained in the profit and loss account.

Consolidated financial statements:

The consolidated financial statements have been prepared by the Company in accordance with the Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006. The audited consolidated financial statements together with Auditors Report thereon form part of the Annual Report. The consolidated net profits of the Group before exceptional items for the year amounted to Rs 2,932 Million as compared to Rs. 2,403 million in the previous financial year. For the year under review, profit (after exceptional items) amounted to Rs. 2,932 Million, resulting in basic earnings per share Rs.15 per share.

Business Operations overview and Outlook:

During the year, total revenues increased by 44% from Rs. 16,732 million to Rs 24,048 million. In the year under review, Statins segment grew 26%, Immunosuppressants by 27% and Insulins by 11%. Our domestic branded formulations business grew 35% with successful market share wins for our key brands. The Indian pharmaceutical market is estimated to grow at over 17% per annum and presents a good market opportunity for your company. As India’s epidemiological profile alters, drugs for cardio-vascular problems, disorders of the central nervous system and other chronic diseases will account for 64% of total pharmaceutical sales in 2012, up from 50% in 2009. The remaining 36% will come from anti-infective, gastrointestinal drugs and vitamins. With leading brands in Diabetology, Nephrology, Oncology and Cardiology, we are best positioned to capitalize on this opportunity and expect our domestic branded formulations segment to contribute about a quarter of our revenues by 2015. With a view to attaining leadership in key therapies, we will focus on building large brands and increasing the number of successful new introductions. Acquisitions, partnerships and in-licensing are also value creating strategies that will likely be adopted towards reaching this goal.

The research services landscape has been in a state of flux for the last decade. In what started as a labour arbitrage opportunity in the early nineties for “low probability candidates”, is now converting into a good business model with the integrated drug discovery process. Big pharma companies are facing the pressures of reduced R&D budgets, shrinking revenues, higher costs of drug development and declining R&D productivity. The financial meltdown has further added to their woes.

On the research front, we have made significant progress in our partnership with Mylan for developing biosimilars for global markets. We expect to commence clinical trials in India with two biosimilar monoclonal antibodies at a fast pace. We will shortly commence clinical trials for our Recombinant Human Insulin for European registration. Our novel pipeline has achieved significant milestone spearheaded by the IND filing with USFDA for our Oral Insulin program IN105. We expect to initiate a clinical study for Type I Diabetics under this US IND later this year. Our coveted T1h program for a novel Anti-CD6 targeting monoclonal antibody is also entering Phase III clinical trials for Psoriasis. Additionally, our novel anti-CD20 molecule has completed preclinical studies and is expected to get into the clinic in India this year. Our novel programs are expected to unlock substantial value upon licensing.

Subsidiaries and Joint Ventures:

Syngene International Limited

Syngene has consolidated its position as India’s premier Custom Research Organization and registered a 30% growth in revenues. During the year, Syngene has demonstrated its ability to successfully manage large relationships and has also forayed into Integrated Drug Discovery services. The commencement of operations from our recently commissioned biologics pilot plant and the AAALAC accredited Vivarium, coupled with Formulation Development capabilities positions Syngene as the ideal partner for providing high quality discovery services at competitive prices in both large & small molecules.

In March 2010, Syngene partnered with Endo Pharmaceuticals to develop a novel biological therapeutic molecule against cancer. Under the terms of the agreement, Endo will retain all rights to the molecule developed and in return Syngene will receive research fees, milestone payments and success fees from Endo. This is a first in India involving the discovery of a biological therapeutic entity and Syngene is proud to be a part of this.

For the current financial year, Syngene registered a 30% growth in revenues from Rs. 2,065 million in the previous year to Rs. 2,676 million.

Operational margins increased from Rs. 607 million to Rs. 878 million representing a 45% increase, primarily driven by revenues generated by the BMS facility which was fully operational during the year. Depreciation charge increased from Rs. 231 million to Rs. 451 million

Syngene earned a net profit of Rs 308 million for the year as against loss of Rs 225 million for the previous year. The increase is primarily attributed to an exceptional forex loss in the previous year

Clinigene International Limited

For the year under review, Clinigene, a wholly own subsidiary registered revenue of Rs. 403 million as against Rs. 330 million in the previous year and earned a profit of Rs. 22 million as against a profit Rs. 45 million in the previous year

Being a full-service clinical research organization, covering early- to late phase clinical development programs, Clinigene is now well positioned to cater to clinical development requirements for its partners globally

Biocon Biopharmaceuticals Private Limited

Biocon Biopharmaceuticals Private Limited (BBPL) began as a 51:49 JV with CIMAB SA, to manufacture monoclonal antibodies and other Recombinant Therapeutics

For the year under review, BBPL earned revenues of Rs. 381 million as against Rs. 186 million in the previous year. BBPL earned a profit of Rs. 26 million from loss of Rs. 52 million in the previous year. Due to a limited product portfolio, sales have been under pressure and expect to improve performance in the coming year

In March 2010, Biocon, through its 100% subsidiary Biocon SA entered into a agreement with CIMAB SA, to acquire its 49% stake in BBPL

Biocon Research Limited

Biocon Research Limited (BRL) is a wholly owned subsidiary set up to undertake discovery and development research work in biologies, antibody molecules and proteins. BRL has during the year entered into a collaborative agreement with Mylan to jointly develop and commercialize certain monoclonal antibodies

For the current year BRL registered revenues of Rs. 393 million and has commenced development activity on the monoclonal antibody program. BRL has reported a net loss of Rs. 51 million for the year ended March 31, 2010

Biocon SA

Biocon SA, a wholly owned subsidiary in Switzerland is primarily engaged in development and marketing of biopharmaceuticals in the European region. Clinical Development of Insulin is currently ongoing. During the current year Biocon SA has entered into an agreement to buy 49% stake of CIMAB SA, in group company Biocon Biopharmaceuticals Private Limited

AxiCorp GmbH

AxiCorp is a specialized Pharma marketing and distribution company based in Germany. In January 2010, AxiCorp was ranked no. 30 in Germany by IMS and recognised as one of the three fastest growing German pharmaceutical companies

For the current financial year AxiCorp earned revenues of Rs. 9,117 million and a profit of Rs. 299 million, contributing 38 % to the group revenues and 10% to the group net profit

NeoBiocon FZ LLC

NeoBiocon FZ LLC. is a research and marketing pharmaceutical company based in Abu Dhabi. Incorporated in January 2008, NeoBiocon is a 50:50 joint venture with Dr. B.R.Shetty of NeoPharma

For the year under review, NeoBiocon registered revenues of Rs 48 million and a net profit of Rs 5 million

In addition to launching oncology products, NeoBiocon is the process of obtaining regulatory approvals for an entire range of formulations in the GCC Market

Accounts of subsidiary companies:

The Company has obtained exemption from the Government of India, Ministry of Company Affairs from attaching the financial accounts of the subsidiary companies to this Report pursuant to Section 212 of the Companies Act, 1956. However, a statement showing the relevant details of the Subsidiaries is enclosed and is a part of the Annual Report

Employees Stock Option Plan (ESOP):

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, as amended, the details of stock options as on 31 March 2010 are set out in the Annexure to the Directors Report

Corporate Governance:

We strive to attain high standards of corporate governance while interacting with all our stakeholders. The Company has complied with the corporate governance code as stipulated under the listing agreement with the stock exchanges. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is annexed and forms a part of the Directors’ Report.

Evaluation of Board Effectiveness:

The evaluation of the performance of the Board is periodically carried out by Dr Neville Bain, Chairman of the Audit Committee to measure the effectiveness of the Board. Dr Bain has considerable experience in Board reviews and has carried out similar exercises for other companies in the United Kingdom and elsewhere.

The review showed overall confidence in the company and the Board’s oversight of corporate strategies. Action plans for certain improvements in key areas were reviewed and evaluated for implementation.

Directors:

Prof. Charles Clooney and Mr. Ravi Mazumdar shall retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Auditors:

The Statutory Auditors M/s. S. R. Batliboi & Associates (Firm registration no. 101049W), Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept office, if re-appointed.

Management Discussion and Analysis Report

The report as required under the Listing agreements with the Stock Exchanges is annexed and forms part of the Directors’ Report.

k) Diluted Earnings Per Share (EPS) Not applicable since shares will be transferred by the ESOP Trust upon exercise of the options and pursuant to issue of shares on the Company will not be required to issue any new shares exercise of options

Note:

There are no employees who have received grant in any one year amounting to 5% or more of the options granted during that year

There are no employees have been granted options during any one year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Consequent to the bonus shares in the ratio 1:1 on September 15, 2008, employees who had not exercised their options were credited with bonus entitlements based on ESOP Plan (Eligibility for corporate action)

Table (1) details regarding options granted to Directors and key managerial employees:

Sl. No. Name of Director or First Grant Fourth Grant key managerial personnel

Directors

1 Dr. Neville Bain 195,902 Nil

2 Prof. Charles Cooney 195,902 Nil

Key managerial employees (of the Group)

3 Dr. Arun Chandavarkar 195,902 Nil

4 Mr. Murali Krishnan K. N. 195,902 Nil

5 Dr. Goutam Das 195,902 Nil

6 Mr. Rakesh Bamzai 122,430 Nil

7 Mr. Chinappa M. B. 122,439 75,000*

8 Mr. Sandeep Rao Nil 60,000*

9 Mr. Harish Iyer Nil 60,000*



"Adjusted for 2008 Bonus issue

Fixed Deposits:

The Company has not accepted any fixed deposits from public

Directors responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirm as under:

i) In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) We have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period;

ii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis Particulars of Research and Development, Conservation of energy, technology absorption etc:

Particulars required under Section 217 (I) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to the Report

Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and is a part of this report

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company

Acknowledgements

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year

We also thank the Government of India, Government of Karnataka, Ministry of Information Technology and Biotechnology, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, CSEZ and all other Government agencies for their support during the year and look forward to their continued support in the future

For and on behalf of the Board of Directors Kiran Mazumdar-Shaw John Shaw Chairman and Managing Director Vice Chairman

April 29, 2010