Biocon Ltd Directors Report

Dear Shareholders,

We are pleased to present the Forty-Sixth (46^th) Annual Report on the business and operations along with the audited standalone and consolidated financial statements and the Auditors Report of the Company, for the Financial Year ended March 31,2024.

Financial Highlights

	Standalone		Consolidated
Particulars	FY2024	FY2023	FY2024	FY2023
Total Income	23,203	22,643	156,212	115,501
Expenses	21,845	21,559	140,002	101,946
Share of loss of joint venture and associate, net	-	-	(842)	(1,670)
Profit before tax and exceptional items	1,358	1,084	15,368	11,885
Exceptional items, net	145	28,628	(116)	(2,914)
Profit before tax	1,503	29,712	15,252	8,971
Income tax	310	1,288	2,274	2,541
Non-controlling interest	-	-	2,753	1,803
Profit for the year	1,193	28,484	10,225	4,627
Other comprehensive income, net	(7)	9	2,688	1,138
Total comprehensive income	1,186	28,493	12,913	5,765
Earnings per Share (EPS) after exceptional items	1.00	23.87	8.55	3.88

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 Boards Report. The statement also provides the details of performance and the financial positions of each of the subsidiaries, associate and joint venture.

State of Affairs

The highlights of the Companys Consolidated Financial performance are as under:

• During the year, our consolidated income registered a growth of 35% to C 156,212 million from C115,501 million in FY23. From a segment perspective, Biologics recorded an annual growth of 58% and Research services grew by 9% while Generics registered a growth of 1%.

• Core operating margins (EBITDA margins net of licensing, forex and R&D) stood at 29%.

• Profit for the year including non-controlling interest stood at C 12,978 million compared to C6,430 million for FY23.

• The effective tax rate (ETR) for the year before the exceptional item was 15% (15% in FY23).

Exceptional items (Consolidated):

• Syngene had entered into a binding term sheet for acquiring Unit 3 biologics manufacturing facility in Bangalore, India, from Stelis Biopharma Limited (SBL) and incurred transaction costs C111 million in the year ended March 31, 2024. Consequential tax impact of C31 million included in tax expense for the year ended March 31, 2024.

• The Department of Pharmaceuticals (DOP), via Corrigendum dated October 20, 2023, has modified the PLI guidelines to limit the annual incentive allocation to each applicant for the first 4 years of the scheme. Pursuant to such guidelines, during the year ended March 31, 2024, the Group has reversed C166 million of excess PLI accrual made in the books for the year ended March 31,2023. Consequential tax impact of C22 million is included in tax expense for the year ended March 31,2024.

• Legal counsel, valuation experts) for Viatris biosimilars business transaction. During the year, BBL recorded C1,582 million, as an expense with consequential tax of C80 million included within tax expense. Similarly, BBL recorded C2,374 million in the previous year with consequential tax impact of C231 million included within tax expense for the period.

• One of the subsidiaries of BBL had received C18,269 million towards working capital under the existing arrangements. Receivables were recorded at fair value of C 10,219 million having regard to the timing and probability of recovery. The resulting difference of C8,050 million is recorded as a gain. Consequential tax impact of C407 million is included within tax expense.

• Product for development and commercialization in certain territories, recorded an impairment of the carrying value of the intangible asset amounting C3,854 million.

• Low demand and consequentially lower probability of liquation amounting C2,366 million. Consequential tax impact of C296 million is included within tax expense.

• Biocon Pharma Limited and its subsidiaries in Generics business pursuant to the uncertainty in commercialization of product in certain territories, recorded an impairment of the carrying value of the intangible asset amounting C91 million. Consequential tax impact of C19 million is included within tax expense.

• Total income includes C5,307 million of stake dilution and fair valuation gain in Bicara, pursuant to fund raise during the year ended March 31, 2024.

Corporate Events:

• The Company has raised funds by issuance and allotment of NonConvertible Debentures aggregating to C5,000 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.

• USD 250 million loan repayment has been done by the Biosimilar business taken for Viatris Biosimilars business acquisition.

• During the year ended March 31,2023, BPL had taken a loan equivalent to C12,400 million from Serum Institute Life Sciences Private Limited (Serum) to subscribe to the rights issue of BBL which was repaid during the Financial Year ended March 31, 2024 by transferring the BBLs equity shares to Serum.

The highlights of the Companys Standalone Financial performance are as

under:

• Revenue from operations for FY24 stood at C21,273 million compared to C 19,929 million for FY23. Other income for FY24 amounted to C 1,930 million as against C2,714 million in FY23.

• Core operating margins (EBITDA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 23% compared to 16% in the previous financial year, primarily due to price erosion in Generics business.

• Profit before tax and exceptional items stood at C1,358 million compared to C1,084 million in FY23. 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 23% against 14% (excluding MAT charge on adoption of new tax regime and dividend income with nil tax charge) in FY23.

• Effective April 01, 2022, the Company decided to elect its option to adopt the new tax regime notified under section 115BAA of the Income Tax Act, 1961 and consequently, has written off Minimum Alternate Tax (MAT) balance of C 1,071 million in its financial statements for the year ended March 31, 2023, which can no longer be carried forward.

• Profit for the year stood at C 1,193 million compared to C28,484 million for FY23. This includes MAT write off of C 1,071 million and exceptional gain of C28,628 million on Syngene stake sale.

Subsidiaries, Associates and Joint Ventures

The Company has 39 subsidiaries, 1 joint venture and 1 associate as on March 31,2024. 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 as 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. 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 and Europe. BPL has setup its formulations manufacturing facility for oral solid dosages at Bengaluru.

During the Financial year 2022-23, the Board of Directors had approved the scheme of amalgamation of Biofusion Therapeutics Limited, wholly owned subsidiary of Biocon Limited with Biocon Pharma Limited. The scheme of amalgamation was filed with the National Company Law Tribunal (NCLT), Bengaluru Bench and the same has been approved on April 24, 2024.

During the year ended March 31, 2024, BPL reported total revenue of C8,816 million and a net profit of C348 million as against revenue of C6,791 million and net profit of C711 million in FY23. 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 C7,275 million and a net profit of C222 million in FY24 against a total revenue of C5,249 million and a net profit of C21 million in FY23.

Biocon Pharma UK Limited, UK

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

BPUK registered total revenue of C135 million in FY24 against a total revenue of C70 million in FY23. BPUK reported a net profit of C9 million in FY24.

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 31,2024, BPIL has not commenced its commercial operations. During the Financial Year ended March 31,2024, BPIL reported a loss of C17 million against C3 million in FY23.

Biocon Pharma Malta Limited & Biocon Pharma Malta I Limited

Biocon Pharma Malta Limited (BPML) is a wholly owned subsidiary of BPL and Biocon Pharma Malta I Limited (BPMIL) is a wholly owned subsidiary of BPML, was incorporated on January 25, 2021 in Malta. BPMIL is engaged in commercialization of generic formulations and has commenced its commercial operations as on March 31,2024.

During the year under review, BPML has recorded total revenue of C1 million.

During the year under review, BPMIL has recorded a total revenue of C169 million and reported a loss of C3 million against profit of C2 million in FY23.

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. BGI is engaged in manufacturing of generic formulation for sale in global markets, with a focus on opportunities in the United States and Europe.

As on March 31,2024, BGI has not commenced its commercial operations.

Biocon Biosphere Limited, India

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, 2024, BBSL has commenced its commercial operations and has capitalised immunomycin facility of C1,442 million and capital work in progress of C5,497 million as against C5,773 million in FY23.

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 Research & Development in the field of pharmaceuticals, including but not restricted to drug discovery, biotechnology pharmaceuticals, medicinal sciences, etc.

During the Financial Year 2022-23, the Board of Directors had approved the scheme of amalgamation of Biofusion Therapeutics Limited with Biocon Pharma Limited, wholly owned subsidiary of Biocon Limited. The scheme of amalgamation was filed with the National Company Law Tribunal (NCLT), Bengaluru Bench and the same has been approved on April 24, 2024.

Biocon Academy, India

Biocon Academy spearheads Biocon Groups 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.

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 the Gulf Cooperation Council (GCC).

During the year ended March 31, 2024, Biocon FZ LLC earned C204 million in revenue and reported a net profit of C53 million against a revenue of C204 million and a net profit of C12 million in FY23.

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.

Syngenes clients are world leaders in their fields, ranging from leading global multinationals to small and medium-sized biotech companies, nonprofit institutions, academic institutes and government organizations. The majority of the companys 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 [5500+] 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.

Syngenes 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 2900+ suppliers across 30 countries, including strong regional/local supplier networks to ensure uninterrupted supplies.

During the year ended March 31, 2024, Syngene (consolidated) registered a total revenue growth of 9.7% to C35,792 million (FY23 - C32,638 million). EBITDA margin for the year was 30.8 % with the margin at C 11,050 million (FY23 - C10,053 million), registering a growth of 9.9 %.

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 FY24, Syngene USA Inc. posted a total of USD 7.33 million in revenue, accompanied by a profit before tax of USD 0.66 million.

Syngene Scientific Solutions Limited

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. SSSL recorded a revenue of C3,546 million during FY24, with a profit before tax of C580 million.

Syngene Manufacturing Solutions Limited

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. As of March 31, 2024, SMSL has not commenced operations. During FY24, SMSL recorded a revenue of C0.08 million and a loss (before tax) of C0.38 million.

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 eight 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 2022-23, BBL acquired the global biosimilars business of its longstanding strategic partner Viatris, which is a historic milestone in its value creation journey. During the year, BBL has successfully completed the integration of the acquired biosimilars business from Viatris in over 70 countries in Emerging Markets effective July 01, 2023, North America (United States and Canada) effective September 01, 2023 and in 31 European countries on November 30, 2023. This will further enable the company to continue to expand the availability of its high-quality biosimilars to patients and provide more accessible and affordable options to treat diabetes, cancer and autoimmune diseases as well as offer products in new therapeutic areas such as ophthalmology, thereby increasing the scale and scope of the Companys business.

During the year ended March 31, 2024, BBL posted a standalone revenue of C37,747 million (FY23 - C21,893 million) and a standalone net profit of C3,689 million (FY23 - Net loss of C4,453 million).

During the year ended March 31, 2024, BBL posted consolidated revenue growth of 59.02% to C90,006 million (FY23 - C55,958 million) and a consolidated net profit of C2,182 million (FY23 - C1,335 million).

Biocon Biologics UK Limited, UK

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 year, BBUK reported a total revenue of C 18,157 million and a net profit of C4,788 million in FY24 against a total revenue of C 19,754 million and a net profit of C4,190 million in FY23.

Biosimilars Newco Limited, United Kingdom

Biosimilars Newco Limited (BNCL) incorporated in the United Kingdom on July 27, 2022, which was acquired from Mylan Inc., a Pennsylvania corporation and wholly owned subsidiary of Viatris Inc. on November 29, 2022, as part of acquisition of Viatris Biosimilar business. BNCL is a wholly owned subsidiary of BBL.

BNCL undertakes biosimilar businesses, i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, Glargine U100, Aspart, Pertuzumab and Glargine U300 across the globe.

During the year, BNCL reported a total revenue of C43,656 million and a net loss of C2,746 million in FY24 against a total revenue of C14,524 million and a net loss of C3,237 million in FY23.

Biosimilar Collaborations Ireland Limited, Ireland

Biosimilar Collaborations Ireland Limited (BCIL), registered in Ireland on October 11, 2013, 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 Biosimilar business. BCIL is a wholly owned subsidiary of BBUK.

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

During the year, BCIL reported a total revenue of C25,728 million and a net loss of C3,546 million in FY24 against a total revenue of C7,835 million and a net profit of C 1,258 million in FY23.

Biocon Sdn. Bhd., Malaysia

Biocon Sdn. Bhd. (BSB), which was incorporated in Malaysia on January 19, 2011, is a wholly owned subsidiary of BBUK. BSB was established as the groups 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 Asias 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 USC350 million investment, about 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 the revenue from operations of C 14,680 million and a net loss of C 1,786 million in FY24 against a revenue from operations of C12,686 million and a net profit of C 1,905 million in FY23.

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia

Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia (BBHMSB) is a wholly owned subsidiary of BBUK, registered in Malaysia on August 10, 2017. 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 FY24 and FY23.

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 year, BBI reported a total revenue from inter- company cross charge of 719,977 million and a net profit of C623 million in FY24 against a

total revenue from inter- company cross charge of C382 million and a net profit of C14 million in FY23.

Biocon Biologics Do Brasil Ltda, Brazil

Biocon Biologics Do Brasil Ltda (BBDBL) is a wholly owned subsidiary of BBUK, registered in Brazil on August 17, 2020. BBDBL was established with an objective to undertake direct marketing services and representatives activities and intermediation in general.

BBDBL reported the revenues from inter-company cross charge of C95 million and a net profit of C4 million in FY24 against revenues from intercompany cross charge of C48 million and a net profit of C1 million in FY23.

Biocon Biologics FZ LLC, United Arab Emirates

Biocon Biologics FZ LLC (BBFL) is a wholly owned subsidiary of BBUK, registered in UAE on November 26, 2020. 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 the revenues from inter-company cross charge of C248 million and a net profit of C7 million in FY24 against revenues from inter-company cross charge of C261 million and a net profit of C5 million in FY23.

Biocon Biologics Canada Inc., Canada

Biocon Biologics Canada Inc. (BBCI) is a wholly owned subsidiary of BBUK, registered in Ontario, Canada on March 20, 2023. 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 year, BBCI reported a total revenue of C1,252 million and a net profit of C29 million in FY24.

Biocon Biologics Germany GmbH, Germany

Biocon Biologics Germany GmbH (BBGG) is a wholly owned subsidiary of BBUK, registered in Germany and which was setup by BBUK on March 29,

2023. 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 year, BBGG reported a total revenue of C609 million and a net profit of C9 million in FY24.

Biocon Biologics France S.A.S, France

During the year under review, BBUK has incorporated Biocon Biologics France S.A.S (BBFSAS) as its wholly owned subsidiary on April 14, 2023, registered in France. BBFSAS was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBFSAS reported a total revenue of C2,115 million and a net profit of C31 million in FY24.

Biocon Biologics Spain S.L.U, Spain

During the year under review, BBUK has incorporated Biocon Biologics Spain S.L.U (BBSSLU) as its wholly owned subsidiary on April 21, 2023, registered in Spain. BBSSLU was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBSSLU reported a total revenue of C204 million and a net profit of C4 million in FY24.

Biocon Biologics Switzerland AG, Switzerland

During the year under review, BBUK has incorporated Biocon Biologics

Switzerland AG (BBSAG) as its wholly owned subsidiary on April 25, 2023, registered in Switzerland. BBSAG was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBSAG reported a total revenue of C56 million and a net profit of C1 million in FY24.

Biocon Biologics Belgium BV, Belgium

During the year under review, BBUK has incorporated Biocon Biologics Belgium BV (BBBBV) as its wholly owned subsidiary on April 28, 2023, registered in Belgium. BBBBV was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBBBV reported a total revenue of C76 million and a net profit of C2 million in FY24.

Biocon Biologics Finland OY, Finland

During the year under review, BBUK has incorporated Biocon Biologics Finland OY (BBFOY) as its wholly owned subsidiary on May 10, 2023, registered in Finland. BBFOY was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBFOY reported a total revenue of C36 million and a net profit of C1 million in FY24.

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

During the year under review, BBUK has incorporated Biocon Biologics Morocco S.A.R.L.A.U (BBM) as its wholly owned subsidiary on July 24, 2023, registered in Morocco. BBM was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBM reported a total revenue of C32 million and a net profit of C1 million in FY24.

Biocon Biologics Greece SINGLE MEMBER P.C., Greece

During the year under review, BBUK has incorporated Biocon Biologics Greece SINGLE MEMBER P.C. (BBGSMPC) as its wholly owned subsidiary on July 27, 2023, registered in Greece. BBGSMPC was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBGSMPC reported a total revenue of C230 million and a net profit of C3 million in FY24.

Biocon Biologics South Africa (PTY) Ltd, South Africa

During the year under review, BBUK has incorporated Biocon Biologics South Africa (PTY) Ltd (BBSA) as its wholly owned subsidiary on August 1 1,2023, registered in South Africa. BBSA was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBSA reported a total revenue of C1 million in FY24.

Biocon Biologics (Thailand) Co. Ltd, Thailand

During the year under review, BBUK has incorporated Biocon Biologics (Thailand) Co. Ltd (BBTCL) as its wholly owned subsidiary on September 08, 2023, registered in Thailand. BBTCL was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBTCL reported a total revenue of C1 million and a net loss of C1 million in FY24.

Biocon Biologics Philippines, Inc., Philippines

During the year under review, BBUK has incorporated Biocon Biologics Philippines, Inc. (BBPI) as its wholly owned subsidiary on October 25, 2023, registered in Philippines. BBPI was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

During the year, BBPI reported a total revenue of C9 million in FY24.

Biocon Biologics Italy S.r.l, Italy

During the year under review, BBUK has incorporated Biocon Biologics Italy S.r.l (BBISRL) as its wholly owned subsidiary on December 27, 2023, registered in Italy. BBISRL was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

Biocon Biologics Croatia LLC, Croatia

During the year under review, BBUK has incorporated Biocon Biologics Croatia LLC (BBCL) as its wholly owned subsidiary on January 18, 2024, registered in Croatia. BBCL was established with an objective to undertake activities such as commercialization, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.

Neo Biocon FZ LLC, UAE

Neo Biocon FZ LLC (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 31,2024, Neo Biocon FZ LLC reported total revenue of C47 million and a net loss of C156 million as against a revenue of C166 million and a net loss of C75 million in FY23. The entity continued to face regulatory challenges.

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.

Bicara Therapeutics Inc., USA

Bicara Therapeutics Inc. (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.

Bicara was earlier been classified as an Associate Company ofthe Company as Biocon Limited was holding 39% shareholding in Bicara. In December 2023, Bicara completed its US$165 Million Series C financing and consequent to this infusion of Series C funding and post allotment of shares by Bicara, the Companys shareholding in Bicara on fully diluted basis is below 20% and thereby, Bicara has ceased to be an Associate Company of Biocon Limited.

Dividend

In line with the Dividend Distribution Policy of the Company, we recommend a final dividend of C0.50/- per equity share (i.e. 10% of face value) for the Financial Year ended March 31,2024. The dividend, if approved at the ensuing 46^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 05, 2024. The total dividend payout will be approximately C600 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, 2024.

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 31,2024, is as follows:

Particulars	Amount in D
Authorized Equity Share Capital	6,250,000,000
(Equity shares of C5/- each)
Paid up Equity Share Capital	6,003,000,000
(Equity shares of C5/- each)

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, 2024 stood at 3,681.

Managements Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is forms part of the 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 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 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, notified on May 05, 2021.

The BRSR had replaced the Business Responsibility Reporting (BRR) format w.e.f. the Financial Year 2022-23. SEBI has made BRSR and Sustainability Report 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 the Integrated 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 Companys objectives and promoting increased participation by them in the growth of the Company.

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.

The NRC and the Board at their respective meetings held on May 15, 2024 and May 16, 2024, have approved the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2024-29 (RSU Plan 2024-29) and recommended the same for the approval of the shareholders at the ensuing 46^th AGM of the Company. The said RSU Plan 2024-29 shall be administered by the ESOP Trust under the instructions and supervision of the NRC and shall be implemented through a trust route in accordance with the SEBI SBEBSE Regulations. The RSU Plan 2024-29 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 2024-29. 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 20,69,361 and 7,47,889 shares were transferred from the ESOP Trust to the eligible employees under the Companys prevailing ESOP Plan and RSU Plan, respectively.

As on March 31, 2024, the ESOP Trust cumulatively held 3,795,018 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 31,2024, are appended herewith as Annexure 2 to the Boards Report. The details of the Plan forms a part of the notes to accounts of the Financial Statements in this Integrated 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, 2024, there has been no other changes in the Companys 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, 2024.

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 Companys 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/.

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 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 Companys 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 Directors name in the data bank of the Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life-time till they continue to hold the office of an Independent Director.

In the opinion of the Board, all the Independent Directors 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. In a block of every 3 (three) years, the Board evaluation is done by an external agency. For the current Financial Year 2023-24, the Board had undertaken this exercise through self-evaluation 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, 2024, 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 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 NRC, had approved the appointment of Rekha Mehrotra Menon (DIN: 02768316) as an Additional Director (Category: Non-Executive, Independent) of the Company w.e.f. July 26, 2023. Further, the shareholders at the 45^th AGM held on August 1 1, 2023, have approved the appointment of Rekha Mehrotra Menon as an Independent Director of the Company till the conclusion of 48^th AGM proposed to be held in the year 2026.

The Board of Directors at its meeting held on August 10, 2023, based on the recommendation of NRC, had approved the appointment of Nicholas Robert Haggar (DIN: 08518863) as an Additional Director (Category: NonExecutive, Independent) of the Company with effect from the date of registration of his name in the Independent Directors databank maintained by the IICA i.e. September 01, 2023. Further, the shareholders by way of a resolution passed through Postal Ballot on November 28, 2023, approved the appointment of Nicholas Robert Haggar till the conclusion of 48^th Annual General Meeting to be held in the year 2026.

Further, the Board of Directors, based on the recommendation of NRC, had approved the appointment of Atul Dhawan (DIN: 07373372) as an Additional Director (Category: Non-Executive, Independent) of the Company with effect from May 16, 2024, till the conclusion of 49^th AGM to be held in the year 2027, subject to approval of the shareholders of the Company at the ensuing 46^th AGM.

Re-appointment

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

The Board of Directors at its meeting held on May 16, 2024, based on the recommendation of NRC, 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, subject to approval of the Members at the ensuing 46^th AGM and (ii) re-appointment of Siddharth Mittal (DIN: 03230757) as the Managing Director & CEO of the Company for a period of 5 (five) years effective from December 01,2024, subject to approval of the Members at the ensuing 46^th AGM.

The Board at its meeting held on May 16, 2024, have recommended the above re-appointments and separate resolutions shall be placed before the members for their approval at the ensuing 46^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.

Resignation

Peter Bains (DIN: 00430937) ceased to be an Independent Director of the Company with effect from September 18, 2023. The Board further appointed Peter Bains as the Biocon Group Chief Executive Officer ("Group CEO"), Senior Management Personnel of the Company w.e.f. September 18, 2023.

Completion of tenure

During the year under review, Dr. Vijay Kumar Kuchroo (DIN: 07071727) completed his second and final term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. the close of business hours on July 26, 2023. The Board placed on record its appreciation for the extensive contribution rendered by him during his tenure at Biocon.

Key Managerial Personnel

The Key Managerial Personnel(s) of the Company as on March 31,2024, are Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal, Managing Director & CEO and Mayank Verma, Company Secretary & Compliance Officer.

During the year under review, Indranil Sen, Chief Financial Officer of the Company resigned with effect from close of business hours of March 14,

2024.

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 2023-24.

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 the above committees, as on March 31, 2024, is disclosed as under:

		AC		RMC		NRC		SRC		CSR&ESG
S. Name of Members No.	Category	C	M	C	M	C	M	C	M	C	M
1 Kiran Mazumdar-Shaw	Executive Chairperson				•
2 Siddharth Mittal	Managing Director & CEO				•						•
3 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 Naina Lal Kidwai	Independent Director					•				•
8 Rekha Mehrotra Menon	Independent Director						•		•		•
9 Nicholas Robert Haggar	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 2023-24, the Board met 6 (six) times on April 26, 2023, May 23, 2023, July 06, 2023, August 10, 2023, November 10, 2023 and February 08, 2024. 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 Integrated 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 202324 were in the ordinary course of business and on an arms 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 has 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 Integrated Annual Report.

Credit Ratings

ICRA Limited vide its letter dated August 04, 2023, has removed the longterm rating from Watch with Developing Implications and reaffirmed it at [ICRA]AA+. The short-term rating has been reaffirmed at ICRA A1+ for the Bank facilities and Commercial Paper of the Company.

CRISIL vide its letter dated November 29, 2023, has reaffirmed the rating at CRISIL AA+ for the long-term bank facilities and CRISIL A1+ for the shortterm bank facilities of the Company.

India Ratings and Research (Ind-Ra) vide letter dated February 06, 2024, has reaffirmed the rating at IND AA+/ Stable for the Non-convertible Debentures and Term Loans and withdrawn the rating for Commercial Paper of the Company.

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 Annexure3 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 31,2024, 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, 2023, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration Number 000065) as the Cost Auditors to conduct the audit of Companys cost records for the Financial Year ended March 31, 2024. The Cost Auditors will submit their report for the Financial Year 2023-24 on or before the due date.

The Board, on 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 Companys cost records for the Financial Year 2024-25. 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 arms 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 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 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 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 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 2023-24, 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, prioritisation based on impact on business and likelihood of occurrence 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, all risks in the risk register were reassessed considering the internal and/ or external factors and accordingly changes were made to the risk register.

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 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. These include controls in the nature of manual or automated (IT applications including the ERP applications wherein the transactions are approved and recorded).

The Company is staffed by experienced and qualified professionals who play an important role in designing, implementing, maintaining and monitoring our internal control systems. Appropriate 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.

Periodic internal audits are carried out by the Internal Auditors of the Company to provide reasonable assurance of internal control effectiveness and advises 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.

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

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

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

Directors Responsibility Statement

Pursuant to the requirement under Section 134 (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 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 shareholder interested in obtaining a copy thereof, may write to the secretarial team of the Company in this regard.

Corporate Social Responsibility (CSR)

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 past fiscal year, the Company prioritized its Corporate Social Responsibility (CSR) initiatives in two key areas: supporting the development of a sustainable urban public transport system and advancing healthcare and research infrastructure by supporting the establishment of a centre of excellence.

Environmental Sustainability - Air pollution and traffic congestion continue to plague Bengaluru, significantly impacting residents quality of life. Committed to ecological balance and sustainability, the Company is supporting a people-centric and eco-friendly solution: mass rail transit. By reducing reliance on individual vehicles, these systems significantly cut toxic emissions and greenhouse gases.

Building on our unwavering commitment, Biocon Foundation signed a Memorandum of Understanding with the Bengaluru Metro Rail Corporation (BMRCL) in 2020 to fund construction of the Hebbagodi Metro Station. We continued our support throughout the year under review. This station is part of a new 18.82 km elevated line with 16 stations, under Phase II of the Bengaluru Metro Rail Project, connecting R V Road to Bommasandra.

Upon completion, targeted for late 2024, the Hebbagodi Metro Station will provide a sustainable, safe and faster travel option for residents and business commuters across Bengaluru. This will significantly reduce traffic congestion on Hosur Road and contribute to lowering the citys environmental impact from vehicle pollution.

Promoting Healthcare - The construction of the 800-bed Biocon-Syngene General Medicine Block at the upcoming IISc PG Medical School & Hospital is progressing well. The facility is expected to become operational by early

2025.

Furthermore, the medical school has rolled out a unique MBBS/MPH Internship program to foster interdisciplinary research and develop physician-scientists in the country. Under this program, in the year under review, 37 selected students got an opportunity to work under the supervision of 32 participating faculties at IISc, Bengaluru for a period of 1 to 2 months. The key thematic areas of Research included Cancer Biology, Bioengineering, Artificial Intelligence, Data Science, Endocrinology, Biomedical devices and others.

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, 2024, 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.

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, 4 (four) complaints with allegations of sexual harassment were filed and all 4 (four) 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 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 31,2024, the Company has transferred unpaid and unclaimed dividends of C 1,054,070 for the Financial Year 2015-16 and 5,282 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 Companys 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, 2024 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

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 and approved by the Central Government.

Corporate Codes & Policies

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013, SEBI Listing Regulations and any other applicable laws, are provided in Annexure 7 to the Boards 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 Biocons continuance towards 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/ Registrar and Share Transfer Agent.

In support of the Green Initiative the Company encourages Members to register their email addresses with their Depository Participant or 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/-
	Kiran Mazumdar-Shaw
Place: Bengaluru	Executive Chairperson
Date: May 16, 2024	DIN:00347229