Boards Report
Dear Members,
Your Board of Directors is pleased to present the 48th (Forty-Eighth) 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 31,2026.
Financial Highlights
| In Rs.million (except EPS) | ||||
Particulars |
Standalone | Consolidated | ||
r cii UV.UICII j |
FY2026 | FY2025 | FY2026 | FY2025 |
| Total Income | 26,661 | 24,849 | 172,695 | 164,699 |
| Total Expenses | 24,000 | 24,315 | 164,187 | 146,798 |
| Profit before tax and exceptional items | 2,661 | 534 | 8,508 | 17,901 |
| Exceptional items, gain/(loss) (net) | (2,151) | 6,075 | (4,029) | 965 |
| Profit before tax | 510 | 6,609 | 4,479 | 18,866 |
| Income tax | 138 | 516 | 791 | 4,572 |
| Profit for the year | 372 | 6,093 | 3,688 | 14,294 |
| Other comprehensive income/(loss), net of taxes | (192) | (124) | 20,443 | 4,367 |
| Total comprehensive income | 180 | 5,969 | 24,131 | 18,661 |
| Attributable to: | ||||
| Shareholders of the Company | NA | NA | 22,993 | 13,696 |
| Non-controlling interest | NA | NA | 1,138 | 4,965 |
| Earnings per Share (EPS) after exceptional items | 0.27 | 5.09 | 2.82 | 8.46 |
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 Boards Report. The statement also provides details of the performance and financial position of each subsidiary and joint venture.
Integration of Biocon Biologics Limited with the Company
During the year, the Company carried out a comprehensive evaluation of multiple strategic options for Biocon Biologics Limited (BBL), a material subsidiary of the Company, including an Initial Public Offering of its equity shares and other corporate restructuring alternatives including its merger with the Company.
After careful consideration of key parameters such as strategic alignment, sectoral dynamics, shareholder value creation, and other relevant data, the Company took the decision to fully integrate BBL with the Company through the acquisition of minority stakes in BBL which represented the most efficient and value-accretive path forward for the Company thereby transforming it into a leading global biopharmaceutical enterprise. As on March 31,2026, the Company holds ~99% stake in BBL on a fully diluted basis. Post the integration the Company stands as a single, unified organisation - OneBiocon, with effect from April 01,2026.
Further, it is proposed to acquire remaining ~1% of BBLs paid up equity share capital on fully diluted basis from remaining shareholders of BBL, post which BBL will become a wholly-owned subsidiary of the Company.
State of Affairs
The highlights of the Companys Consolidated Financial performance are as under:
• During the year, our consolidated income registered a growth of 5% to Rs.172,695 million from Rs.164,699 million in FY25. From a segment perspective, Generics recorded an annual growth of 5%, Biosimilars grew by 16% and CRDMO registered a growth of 3%.
• 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 Rs.3,688 million compared to Rs.14,294 million for FY25.
• The effective tax rate (ETR) for the year before the exceptional item was 21% (23% in FY25).
Exceptional items for FY26 (Consolidated):
• Rs.965 million of expenses due to implementation of the Labour Code, reflecting changes in employee benefit obligations.
• Rs.1,842 million of gain arising from remeasurement of derivative liability pursuant to the Share Swap and Share Purchase Agreement (SSPA) with Mylan Inc.
• Rs.2,102 million of expenses relating to advisory and legal consultancy services, hedging premiums, bridge financing costs, additional finance costs for lender settlements, and write off of recoveries related to the Viatris transaction.
• Rs.1,372 million of expenses towards integration of the Company and BBL, including employee severance, consultant fees, and accelerated Employee Stock Option Plan/ Restricted Stock Unit costs.
• Termination benefits of 304 million recorded by Syngene International Limited.
• Provision of Rs.762 million on certain inventory.
• Settlement cost of Rs.291 million on a litigation matter by a subsidiary.
• Fair value loss of Rs.75 million on investment in equity shares of Indian Foundation for Quality Management (IFQM).
Corporate Events:
• During the period, the Company raised funds through the issuance and allotment of listed Commercial Papers (CPs) on a private placement basis, comprising Rs.6,000 million in April 2025, Rs.18,000 million in December 2025, and Rs.2,000 million in January 2026. The CPs aggregating Rs.6,000 million were fully bought back in September 2025, while the remaining CPs aggregating Rs.20,000 million were fully bought back in January 2026.
Further, the Company, in April 2025, fulfilled its payment obligations and fully redeemed the listed CPs (issued and allotted by the Company in January 2025) amounting to Rs.5,700 million.
• The Company, in June 2025, raised an amount aggregating to Rs.45,000 million through Qualified Institutions Placement by allotment of 136,363,635 Equity Shares of Rs.5 each to the Qualified Institutional Buyers at the issue price of Rs.330 per Equity Share which includes a discount of Rs.10.20 per Equity Share (3% of the floor price of Rs.340.20 Equity Share) to the floor price, i.e. at a premium of Rs.325 per Equity Share.
• The Company, in June 2025, acquired 1,125 Unlisted, Unsecured, Redeemable, Optionally Convertible Debentures (OCDs) of BBL, from Goldman Sachs India AIF Scheme-1 and Goldman Sachs India Alternative Investment Trust AIF Scheme - 2 (Goldman Sachs) of face value of Rs.10,000,000 each.
Further, the Company, in May 2026 exercised its right of conversion of the aforesaid OCDs into Equity Shares of BBL of face value of Rs.10 each.
• The Company, in October 2025, made an early full redemption of 1,07,000 Unlisted, Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of face value of Rs.100,000/- each, aggregating to Rs.10,700 million, issued and allotted by the Company to Kotak Special Situation Fund on private placement basis in February 2023.
• The Company, in January 2026, issued and allotted 171,279,553 Equity Shares of the Company of Rs.5 each on preferential basis to
(a) Mylan Inc.;
(b) Serum Institute Life Sciences Private Limited;
(c) Tata Capital Growth Fund II; and
(d) Activ Pine LLP (Selling Shareholders) as consideration for acquisition of 261,917,480 Equity Shares of BBL, from the Selling Shareholders. The acquisition was effected through a share-swap arrangement.
• The Company, in January 2026, made an early full redemption of 50,000 Unlisted, Secured, Rated, Redeemable Non-Convertible Debentures (NCDs) of face value of Rs.1,00,000/- each, aggregating to Rs.5,000 million issued and allotted by the Company to ESOF III Investment Fund and Edelweiss Alternative Asset Advisors Limited on private placement basis in May 2023.
• The Company, in January 2026, raised an amount aggregating to Rs.41,500 Million through Qualified Institutions Placement by allotment of 112,664,585 Equity Shares of Rs.5 each to the Qualified Institutional Buyers at the issue price of Rs.368.35 per Equity Share which includes a discount of Rs.19.39 per Equity Share (5% of the floor price of Rs.387.74) to the floor price, i.e. at a premium of Rs.363.35 per Equity Share.
• The Company, in January 2026, acquired 10,686,044 Unlisted, Unsecured, Redeemable, Compulsorily Convertible Debentures (CCDs) of BBL, from ESOF III Investment Fund and EAAA India Alternatives Limited (formerly known as Edelweiss Alternative Asset Advisors Limited) (collectively referred to as Edelweiss) of face value of Rs.10/- each aggregating to Rs.3,000 Million.
Further, the Company, in May 2026 exercised its right of conversion of the aforesaid CCDs of BBL into Equity Shares of BBL of face value of Rs.10 each.
• The Company, in January 2026, acquired 14,36,69,382 equity shares of BBL from Mylan Inc. against cash consideration of USD 400 million, in 2 (two) tranches.
The highlights of the Companys Standalone Financial performance are as under:
• Revenue from operations for FY26 stood at Rs.23,464 million compared to Rs.22,426 million in FY25. Other income for FY26 amounted to Rs.3,197 million as against Rs.2,423 million in FY25.
• Core operating margins (EBITDA margins net of licensing, impact of forex, R&D and dividend from subsidiaries) was 26% as compared to 20% in the previous Financial Year.
• Profit before tax and exceptional items stood at Rs.2,661 million compared to Rs.534 million in FY25. Increase in standalone profit is mainly due to sales increase and decrease in finance cost on account of repayment of borrowings taken in relation to investments made in BBL.
• Profit for the year stood at Rs.372 million as compared to Rs.6,093 million in FY25 after deducting the exceptional expenditure of amount Rs.2,151 million mainly on account of strategic corporate action of the Company to fully integrate BBL as a wholly owned subsidiary.
Subsidiaries and Joint Ventures
The Company has 39 subsidiaries and 1 joint venture as on March 31,2026. 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 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 31,2026, BPL reported total revenue of Rs.8,712 million and net loss of Rs.882 million against revenue of Rs.9,825 million and net profit of Rs.823 million in FY25.
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, 2026, BPI registered a total revenue of Rs.8,210 million and net profit of Rs.223 million against the total revenue of Rs.8,962 million and net profit of Rs.115 million in FY25.
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, 2026, BPUK registered total revenue of Rs.239 million and net profit of Rs.6 million against total revenue of Rs.247 million and net profit of Rs.10 million in FY25.
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 31,2026, BPIL has not commenced its commercial operations. During the Financial Year ended March 31,2026, BPIL reported loss of Rs.1 million against loss of Rs.1 million in FY25.
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, 2026, BPML recorded total revenue of Rs.4 million and reported net profit of Rs.2 million against total revenue of Rs.1 million and no loss in FY25 and BPMIL recorded total revenue of Rs.715 million and reported a profit of Rs.17 million against total revenue of Rs.242 million and profit of Rs.4 million in FY25.
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 market with a focus on opportunities in the United States and Europe.
During the Financial Year ended March 31,2026, BGI recorded total revenue of Rs.717 million and net loss of Rs.519 million against revenue of Rs.196 million and net loss of Rs.53 million in FY25.
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, 2026, BBSL reported total revenue of Rs.500 million and net loss of Rs.774 million against revenue of Rs.130 million and net loss of Rs.186 million in FY25.
Biocon Academy, India
Biocon Academy spearheads the Biocon Groups CSR initiatives in technical and professional education. Established in 2013 as a Centre of Excellence for Advanced Learning in Biosciences, the Academy leverages Biocons extensive industry experience and subject matter expertise, in partnership with international academic collaborators such as Keck Graduate Institute, Claremont, California (USA), and leading domestic partners including BITS Pilani, JSS AHER, Ramaiah College of Arts and Science, and IBAB.
Through these collaborations, Biocon Academy delivers industry oriented advanced learning and skill building programs for the pharmaceutical and biotechnology sectors. Dedicated exclusively to industry focused biosciences education, the Academys programs aim to empower life sciences and engineering graduates with advanced knowledge, industrial proficiency and job ready skills essential for successful careers in the biotech industry.
Biocon SA, Switzerland
Biocon SA (BSA) is a wholly owned subsidiary of the Company, incorporated on April 21, 2008, pursuant to a certificate of incorporation issued by the Companies Register of the Canton of Jura, under the laws of Swiss Code of Obligations. BSA is primarily engaged in identifying and developing novel molecules into commercial products or licensable assets through strategic partnerships.
During the Financial Year ended March 31, 2026 BSA has other income of Rs.25 million against other income of Rs.19 million in FY25.
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 31,2026, Biocon FZ LLC earned Rs.366 million in revenue and reported net profit of Rs.8 million against revenue of Rs.302 million and net profit of Rs.89 million in FY25.
Syngene International Limited, India
Syngene International Limited (Syngene), subsidiary of the Company, is one of Indias largest integrated Contract Research, Development and Manufacturing Organizations (CRDMOs), operating at global scale with a one-stop platform for drug discovery, development and manufacturing. Syngene serves a diverse customer base spanning pharmaceutical, biotechnology, animal health, consumer goods and specialty chemical industries, as well as academic institutions, non-profit organizations and government agencies.
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 Syngenes clients are based in the US and Europe for whom Syngene plays an important role as part of their outsourcing strategies.
Incorporated in 1993, Syngene is listed on the National Stock Exchange of India Limited and BSE Limited. With a workforce of over 8,300 employees, including more than 5,700 scientists, Syngene combines deep scientific expertise, an experienced management team and strong governance oversight through an independent Board of Directors. Its capabilities span multiple modalities, including small molecules, peptides, biologics, antibody-drug conjugates (ADCs) and oligonucleotides, enabling support across the entire value chain from discovery through commercial-scale manufacturing.
Syngenes integrated CRDMO model is designed to provide customers with seamless access to end-to-end scientific and manufacturing capabilities through flexible partnership structures ranging from specialist services to long-term strategic collaborations.
Syngene combines quality, technology and talent to deliver reliable execution, strong compliance and operational excellence. A fully digitized quality organization, together with a strong regulatory track record, supports robust data integrity and consistent outcomes for customers worldwide.
Guided by a governance framework focused on transparency, accountability and long-term value creation, Syngene is also advancing responsible business practices across its operations and value chain, with a focus on resource efficiency, safety and positive community outcomes.
During the Financial Year ended March 31,2026, Syngene posted standalone revenue of Rs.34,907 million against revenue of Rs.34,438 million in FY25 and standalone net profit of Rs.3,049 million against standalone net profit of Rs.4,680 million in FY25.
During the Financial Year ended March 31, 2026, Syngene posted consolidated revenue growth of 3% to Rs.38,094 million against revenue of Rs.37,142 million in FY25 and consolidated net profit of Rs.3,167 million against consolidated net profit of Rs.4,962 million in FY25.
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 Syngenes presence in the US market.
During the Financial Year ended March 31,2026, Syngene USA Inc. reported total revenue of Rs.1,082 million and net loss of Rs.93 million against total revenue of Rs.959 million and net profit of Rs.38 million in FY25.
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 31,2026, SSSL reported total revenue of Rs.4,255 million and net profit of Rs.211 million against total revenue of Rs.3,345 million and net profit of Rs.244 million in FY25.
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.
During the Financial Year ended March 31, 2026, SMSL reported total revenue of Rs.1 million and reported no loss against total revenue of Rs.1 million and no loss in FY25. SMSL is yet to commence the operations.
Biocon Biologics Limited, India
Biocon Biologics Limited (BBL) was incorporated on June 08, 2016, in India with the objective of building a biologics focused business with strong R&D and global scale manufacturing capabilities.
BBL, a subsidiary of the Company, 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 eleven 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, 2026, BBL posted standalone revenue of Rs.41,286 million against standalone revenue of Rs.45,484 million in FY25 and standalone net loss of Rs.6,961 million against standalone net profit of Rs.8,309 million in FY25.
During the Financial Year ended March 31, 2026, BBL posted consolidated revenue growth of 5% to Rs.106,162 million against consolidated revenue of Rs.101,444 million in FY25 and consolidated net loss of Rs.7,719 million against consolidated net profit of Rs.8,896 million in FY25. Adjusting for divestment gain like to like, increase in revenue stands at 17%, driven by robust growth in the core business across Advanced and Emerging markets.
Biocon Biologics International Limited, United Kingdom (erstwhile known as Biocon Biologics UK Limited)
Biocon Biologics International Limited (BBIL) which was incorporated in the United Kingdom in March 2016 is a wholly owned subsidiary of BBL. Effective April 01, 2025, BBIL has transferred its business to BBUK PLC through Business Transfer Agreement (BTAfi.
During the Financial Year ended March 31,2026, BBIL reported total revenue of Rs.100 million and net loss of Rs.20 million in FY26 against total revenue of Rs.13,854 million and net profit of Rs.1,414 million in FY25.
Biocon Biologics UK PLC, United Kingdom (erstwhile known as Biosimilars Newco Limited)
Biocon Biologics UK PLC (BBUK PLC) is a wholly owned subsidiary of BBL, registered in the United Kingdom.
BBUK PLC undertakes biosimilar businesses, i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, Glargine, Aspart and Ustekinumab across the globe. During the year BBUK PLC has undertaken the business of BBIL and BBGP PLC through Business Transfer Agreement (BTA) effective from April 01,2025 and November 01,2025 respectively.
During the Financial Year ended March 31, 2026, Biocon Biologics UK PLC reported total revenue of Rs.47,966 million and net loss of Rs.2,527 million in against total revenue of Rs.31,502 million and net loss of Rs.4,117 million in FY25.
Biocon Biologics Ireland Limited, Ireland (erstwhile Biosimilar Collaborations Ireland Limited, Ireland)
Biocon Biologics Ireland Limited (BBIRL) is a wholly owned subsidiary of BBIL registered in Ireland. BBIRL undertakes biosimilars businesses w.r.t Adalimumab, Etanercept and Aflibercept.
During the Financial Year ended March 31,2026, BBIRL reported the revenue of Rs.33,744 million and net loss of Rs.1,713 million against the revenue of Rs.31,088 million and net loss of Rs.688 million in FY25.
Biocon Sdn. Bhd., Malaysia
Biocon Sdn. Bhd., Malaysia (BSB), is a wholly owned subsidiary of BBIL, incorporated in Malaysia on January 19, 2011. 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 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 analogs.
During the Financial Year ended March 31, 2026, BSB reported revenue from operations of Rs.17,397 million and net profit of Rs.1,599 million against revenue from operations of Rs.15,563 million and net profit of Rs.371 million in FY25.
Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia
Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia (Biocon Healthcare Malaysia) is a wholly owned subsidiary of BBIL, 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 FY26.
Biocon Biologics Inc., USA
Biocon Biologics Inc (BBI) is a wholly owned subsidiary of BBIL, incorporated on November 12, 2019 and registered in the State of Delaware, United States of America. BBI was established with an objective to undertake all the 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 31,2026, BBI reported total revenue of Rs.43,177 million and net profit of Rs.1,098 million against total revenue of Rs.34,846 million and net profit of Rs.975 Million in FY25.
Biocon Biologics Do Brasil Ltda, Brazil
Biocon Biologics Do Brasil Ltda, Brazil (BBDBL) is a wholly owned subsidiary of BBIL, 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, 2026, BBDBL reported revenue from inter-company cross charge of Rs.510 million and net profit of Rs.19 million against revenue from inter-company cross charge of Rs.276 million and net loss of Rs.14 million in FY25.
Biocon Biologics FZ LLC, United Arab Emirates
Biocon Biologics FZ-LLC, UAE (BBFL) is a wholly owned subsidiary of BBIL, 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, 2026, BBFL reported revenue from inter-company cross charge of Rs.156 million and net profit of Rs.10 million against the revenue from inter-company cross charge of Rs.204 million and net profit of Rs.10 million in FY25.
Biocon Biologics Canada Inc., Canada
Biocon Biologics Canada Inc. (BBCI), is a wholly owned subsidiary of BBIL, incorporated on March 20, 2023 and 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.
During the Financial Year ended March 31, 2026, BBCI reported revenue of Rs.3,129 million and net profit of Rs.81 million against revenue of Rs.2,566 million and net profit of Rs.67 million in FY25.
Biocon Biologics Germany GmbH, Germany
Biocon Biologics Germany GmbH (BBGG), is a wholly owned subsidiary of BBIL with effect from March 29, 2023, registered in Frankfurt, Germany. BBGG was set up 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, 2026, BBGG reported revenue of Rs.13,684 million and net profit of Rs.172 million against revenue of Rs.6,584 million and net profit of Rs.124 million in FY25.
Biocon Biologics France S.A.S, France
Biocon Biologics France S.A.S (BBFSAS), is a wholly owned subsidiary of BBIL, 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, 2026, BBFSAS reported revenue of Rs.7,521 million and net profit of Rs.7 million against revenue of Rs.6,728 million and net profit of Rs.81 million in FY25.
Biocon Biologics Spain S.L.U, Spain
Biocon Biologics Spain S.L.U (BBSSLU), is a wholly owned subsidiary of BBIL, 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, 2026, BBSSLU reported revenue of Rs.823 million and net profit of Rs.15 million against revenue of Rs.871 million and net profit of Rs.15 million in FY25.
Biocon Biologics Switzerland AG, Switzerland
Biocon Biologics Switzerland AG (BBSAG), is a wholly owned subsidiary of BBIL, incorporated on April 25, 2023 and registered in Zurich, Switzerland. BBSAG was established with an objective to undertake activities such as commercialisation, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.
During the Financial Year ended March 31,2026, BBSAG reported revenue of Rs.373 million and net profit of Rs.11 million against revenue of Rs.191 million and net profit of Rs.8 million in FY25.
Biocon Biologics Belgium BV, Belgium
Biocon Biologics Belgium BV (BBBV), is a wholly owned subsidiary of BBIL, incorporated on April 28, 2023 and registered in Kraainem, Belgium. BBBV 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, 2026, BBBV reported revenue from inter-company cross charge of Rs.285 million and net profit of Rs.11 million against revenue from inter-company cross charge of Rs.265 million and net profit of Rs.9 million in FY25.
Biocon Biologics Finland OY, Finland
Biocon Biologics Finland OY (BBFOY), is a wholly owned subsidiary of BBIL, 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, 2026, BBFOY reported revenue from inter-company cross charge of Rs.97 million and net profit of Rs.4 million against revenue from inter-company cross charge of Rs.88 million and net profit of Rs.4 million in FY25.
Biocon Biologics Morocco S.A.R.L.A.U, Morocco
Biocon Biologics Morocco S.R.L (BBM), is a wholly owned subsidiary of BBIL, 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, 2026, BBM reported revenue from the inter-company cross charge of Rs.297 million and net profit of Rs.24 million against revenue from the inter-company cross charge of Rs.210 million and net profit of Rs.16 million in FY25.
Biocon Biologics Greece SINGLE MEMBER P.C., Greece
Biocon Biologics Greece SINGLE MEMBER PC. (BBGSMPC), is a wholly owned subsidiary of BBIL, 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, 2026, BBGSMPC reported revenue of Rs.1,094 million and net profit of Rs.16 million against revenue of Rs.888 million and net profit of Rs.13 million in FY25.
Biocon Biologics South Africa (PTY) Ltd, South Africa
Biocon Biologics South Africa (PTY) Ltd. (BBSA), is a wholly owned subsidiary of BBIL, incorporated on August 11,2023 and registered in Gauteng, South Africa. BBSA was established with an objective to undertake activities such as commercialisation, sale and distribution etc. related to pharmaceuticals, biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2026, BBSA reported revenue from the inter-company cross charge of Rs.34 million and net profit of Rs.3 million against revenue from the inter-company cross charge of Rs.35 million and net profit of Rs.2 million in FY25.
Biocon Biologics (Thailand) Co. Ltd, Thailand
Biocon Biologics (Thailand) Co., Ltd. (BBTCL), is a wholly owned subsidiary of BBIL, 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, 2026, BBTCL reported revenue from the inter-company cross charge of Rs.64 million and net profit of Rs.4 million against revenue from the inter-company cross charge of Rs.32 million and no profit in FY25.
Biocon Biologics Philippines, Inc., Philippines
Biocon Biologics Philippines, Inc. (BBPI), is a wholly owned subsidiary of BBIL, 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, 2026, BBPI reported revenue from the inter-company cross charge of Rs.113 million and net profit of Rs.4 million against revenue from the inter-company cross charge of Rs.106 million and net profit of Rs.4 million in FY25.
Biocon Biologics Italy S.r.l, Italy
Biocon Biologics Italy S.r.l (BBISRL), is a wholly owned subsidiary of BBIL, 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, 2026, BBISRL reported revenue from the inter-company cross charge of Rs.131 million and net profit of Rs.4 million against revenue from the inter-company cross charge of Rs.50 million and net profit of Rs.2 million in FY25.
Biocon Biologics Croatia LLC, Croatia
Biocon Biologics Croatia LLC (BBCL), is a wholly owned subsidiary of BBIL, 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, 2026, BBCL reported revenue from the inter-company cross charge of Rs.126 million and net profit of Rs.6 million against revenue from the inter-company cross charge of Rs.47 million and net profit of Rs.2 million in FY25.
Biocon Biologics Global PLC, United Kingdom
Biocon Biologics Global PLC (BBGP) was incorporated as wholly owned subsidiary of BBIL 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 on Singapore Exchange Securities Trading Limited (SGX-ST). Proceeds from the issue of the Notes were utilized by the Group to refinance the existing debt of the group. Effective November 01,2025, BBGP has transferred its business to BBUK PLC through Business Transfer Agreement (BTA).
During the Financial Year ended March 31, 2026, BBGP reported revenue of Rs.6,909 million and net profit of Rs.150 million against revenue of Rs.6,338 million and net profit of Rs.102 million in FY25.
NeoBiocon FZ LLC, United Arab Emirates
NeoBiocon FZ LLC (NB) is a joint venture based in Dubai, United Arab via joint venture agreement dated January 10, 2008, incorporated pursuant to a certificate of incorporation issued by the Registrar of Companies of Dubai Clusters Authority, under the laws of Dubai Technology & Media Free Zone Private Companies Regulations, 2003. 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, 2026, NB reported nil revenue and net loss of Rs.6 million as against nil revenue and net loss of Rs.153 million in FY25.
Further, the Company has, from time to time, invested in Special Purpose Vehicles (SPVs) across six renewable energy projects for procurement of renewable energy under group captive and captive models, comprising both solar (50 Megawatt) and wind (34 Megawatt) power projects. These investments are made in line with the regulatory framework governing captive power generation, including maintaining the prescribed equity shareholding to qualify for captive status. The Company does not exercise significant influence over these SPVs, and the investments are primarily aimed at securing long-term renewable energy supply and supporting its decarbonization objectives.
Dividend
In line with the Dividend Distribution Policy of the Company, your Board of Directors recommends a final dividend of Rs.0.50 per equity share (i.e. 10% of face value) for the Financial Year ended March 31, 2026. The dividend, if approved at the ensuing 48th Annual General Meeting (AGM), will be paid to those Members whose names appear in the Register of Members as on close of Friday, July 03, 2026 (being the Record date for the purpose of determining the entitlement of Members to receive dividend for FY26). The total dividend payout will be approximately Rs.810 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 preferential issue as approved by Board of Directors at its meeting held on May 07, 2026, 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, 2026.
Share Capital
During the year under review, there have been the following changes in the share capital of the Company:
a. Following the approval of the Members through resolution passed on June 04, 2025 vide Postal Ballot, the authorised share capital of the Company was increased from Rs.6,250,000,000/- divided into 1,250,000,000 Equity Shares of Rs.5/- each to Rs.7,000,000,000/- divided into 1,400,000,000 Equity Shares of Rs.5/- each.
b. The Company on June 19, 2025, raised an amount aggregating to Rs.45,000 million through Qualified Institutions Placement by allotment of 136,363,635 Equity Shares of Rs.5 each to the Qualified Institutional Buyers at the issue price of Rs.330 per Equity Share which includes a discount of Rs.10.20 per Equity Share (3% of the floor price of Rs.340.20) to the floor price, i.e. at a premium of Rs.325 per Equity Share. Pursuant to the aforesaid Qualified Institutional Placement of Equity Shares, the paid-up Equity Share Capital of the Company increased from Rs.6003,000,000 comprising of 1,200,600,000 Equity Shares to Rs.6,684,818,175 comprising of 1,336,963,635 Equity Shares of Rs.5 each.
c. Following the approval of the Members at an Extra-Ordinary General Meeting held on December 31, 2025, the authorised share capital of the Company was increased from Rs.7,000,000,000/- divided into
1,400,000,000 equity shares of Rs.5/- each to Rs.9,000,000,000/- divided into 1,800,000,000 Equity Shares of Rs.5/- each.
d. The Company on January 05, 2026, issued and allotted 171,279,553 Equity Shares of Rs.5 each on a preferential basis to (a) Mylan Inc.; (b) Serum Institute Life Sciences Private Limited; (c) Tata Capital Growth Fund II; and (d) Activ Pine LLP (Selling Shareholders) as consideration for acquisition of 261,917,480 Equity Shares of BBL, from the Selling Shareholders. Pursuant to the aforesaid preferential allotment of Equity Shares, the paid-up Equity Share Capital of the Company increased from Rs.6,684,818,175 comprising of 1,336,963,635 Equity Shares of Rs.5 each to Rs.7,541,215,940 comprising of 1,508,243,188 Equity Shares of Rs.5 each.
e. The Company on January 14, 2026, raised an amount aggregating to Rs.41,500 Million through Qualified Institutions Placement by issue and allotment of 112,664,585 Equity Shares of Rs.5 each to the Qualified Institutional Buyers at the issue price of Rs.368.35 per Equity Share which includes a discount of Rs.19.39 per Equity Share (5% of the floor price of Rs.387.74) to the floor price, i.e. at a premium of Rs.363.35 per Equity Share. Pursuant to the aforesaid Qualified Institutions Placement of Equity Shares, the paid-up Equity Share Capital of the Company stands increased from Rs.7,541,215,940 comprising of 1,508,243,188 Equity Shares of Rs.5 each to Rs.8,104,538,865 comprising of 1,620,907,773 Equity Shares of Rs.5 each.
The share capital of the Company as on March 31,2026, is as follows:
Particulars |
Amount in Rs. |
| Authorized Equity Share Capital (Equity shares of Rs.5/- each) | 9,000,000,000 |
| Paid up Equity Share Capital (Equity shares of Rs.5/- each) | 8,104,538,865 |
Human Resource Development
At Biocon, people are fundamental to translating scientific excellence into global impact. As the Company accelerates its global ambitions, it continues to invest in attracting and retaining high-calibre talent, building a workforce that is diverse, inclusive, and future-ready. The Companys focus remains on creating an environment that drives collaboration, builds critical capabilities and enables sustained growth at scale. The total headcount of the Company as on March 31, 2026 is 3,269.
Managements 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 (BRSR)
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 for the Financial Year ended March 31,2026.
Employee Stock Option Plan (ESOP)
The Board of Directors of the Company 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 Companys 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 also formulated the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 (hereinafter referred to as the RSU Plan 2020), administered by the ESOP Trust under the instructions and supervision of the NRC. The RSU Plan 2020 is designed to drive performance towards achieving the Board approved strategic objectives for the Financial Years 2020-24. The RSU Plan 2020 covers key employees who, by virtue of their roles, influence the accomplishment of the strategic objectives. The Company has discontinued granting RSUs and does not plan to issue any further grants under this RSU Plan 2020 in the future.
The Company also formulated 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. 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 Years 2025-29. This RSU Plan 2025 covers key employees who, by virtue of their roles, influence the accomplishment of the strategic objectives.
During the year, total of448,460, 73,449 and 690,086 shares were transferred from the ESOP Trust to the eligible employees under the Companys prevailing ESOP Plan, RSU Plan 2020 and RSU Plan 2025, respectively.
As on March 31, 2026, the ESOP Trust cumulatively held 1,400,398 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 31,2026, are appended as Annexure 2 to the Boards 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 Plans 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, 2026, there has been no change in the Companys ESOP and RSU Plans and they all are in compliance with SEBI SBEB & SE Regulations.
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, and subject to approval of the Members at the ensuing 48th Annual General Meeting of the Company, proposes to have in place a share based employee benefits plan namely, the Biocon Unity Long Term Incentive Plan, 2026 applicable to the eligible employees of the Company and its subsidiaries. The proposed Plan has been designed to drive performance towards achieving the Board approved strategic objectives from time to time, to motivate the key Employees to stay, contribute and have long-term expectations in line with performance at organisation level. Necessary resolution for approval of the Members forms part of the Notice of the ensuing AGM.
Deposits
The Company has not accepted any deposit, including from the public, and as such no amount of principal and interest was outstanding as at March 31, 2026.
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 provided in this Integrated Annual Report.
Policy on Directors Appointment and Remuneration
The Companys policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees focuses 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 criteria 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 NRC identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. A potential board member to be appointed as Independent Director 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. The Policy provides an underlying basis and guide for human resource management thereby aligning plans for strategic growth of the Company 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. There has not been any change in the policy during the year under review.
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 the Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the 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 for a period of one year or five years or life-time till they continue to hold the office of an Independent Director.
In the opinion of the Board, all the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 read along with the Rules made thereunder and the SEBI Listing Regulations 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 to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance. In a block of every 3 (three) Financial Years, the Board evaluation is done by an external agency. For the current Financial Year 2025-26, the Board had undertaken this exercise through self-evaluation questionnaires. 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, 2026, 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
In order to facilitate integration of BBL with the Company making the combined organisation a unified Global Biopharmaceutical Leader, the following changes have taken place/are proposed in the Board of Directors:
a. The Board of Directors, based on the recommendation of the NRC, approved the appointment of Shreehas Pradeep Tambe (DIN: 09796480), Chief Executive Officer and Managing Director (CEO & MD) of BBL, as the CEO & MD (Key Managerial Personnel) of the Company for a period of 5 (five) years w.e.f. April 01,2026 to March 31, 2031 (both days inclusive), not liable to retire by rotation, subject to approval of the Members of the Company.
b. The Board of Directors, based on the recommendation of the NRC, recommended the appointment of Thomas Jason Roberts (DIN: 09337723), Non-Executive Non-Independent Director of BBL as the Non-Executive Non-Independent Director of the Company, liable to retire by rotation, with effect from August 01,2026, to the Members of the Company through postal ballot.
c. The Board of Directors, based on the recommendation of the NRC, recommended the appointment of (a) Rajiv Malik (DIN: 00120557), who has also served on the Board of BBL, (b) Nivruti Rai (DIN: 01353079), Independent Director of BBL.
(c) Peter Baron Piot (DIN: 09015343), Independent Director of BBL.
(d) Daniel Bradbury (DIN: 06599933), Independent Director of BBL and
(e) Arun Suresh Chandavarkar (DIN:01596180) Non-Executive Non-Independent Director of BBL, as the Independent Directors of the Company for a term commencing from August 01,2026 till the conclusion of 50th AGM of the Company to be held in the year 2028, to the Members of the Company through postal ballot.
Re-appointment
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Eric Mazumdar (DIN: 09381549), Non-Executive NonIndependent 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 Members of the Company, at the 47th AGM of the Company, 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 47th AGM i.e. August 08, 2025 till August 07, 2030 (both days inclusive).
The Members at the 45th AGM held on August 11, 2023, approved the appointment of Rekha Mehrotra Menon (DIN: 02768316) as an Independent Director of the Company w.e.f. July 26, 2023, for a term commencing from July 26, 2023 till the conclusion of 48th AGM to be held in the year 2026. Accordingly, the Board of Directors, based on the recommendation of NRC, recommended re-appointment of Rekha Mehrotra Menon as an Independent Director for a second term of 5 (five) consecutive years commencing from date of the ensuing 48th AGM i.e. August 06, 2026 till August 05, 2031 (both days inclusive), to the Members of the Company through postal ballot.
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
Siddharth Mittal (DIN: 03230757) stepped down from the position of Managing Director and Chief Executive Officer (and Key Managerial Personnel) of the Company w.e.f. close of business hours of March 31,2026 to transit into another leadership role within the Biocon Group.
The Board placed on record its deep gratitude and appreciation for his extensive contribution and stewardship during his tenure at Biocon.
Key Managerial Personnel
The Key Managerial Personnel of the Company as on March 31, 2026, comprise of Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal, Managing Director & CEO, Mukesh Kamath, Interim Chief Financial Officer and Rajesh U. Shanoy, Company Secretary & Compliance Officer.
During the year under review, Mayank Verma, Company Secretary and Key Managerial Personnel of the Company resigned with effect from the close of business hours of April 14, 2025. Further, Ekta Agarwal was appointed as the Interim Company Secretary and Key Managerial Personnel of the Company with effect from July 10, 2025. Thereafter, Rajesh U. Shanoy was appointed as the Company Secretary and Key Managerial Personnel of the Company with effect from September 10, 2025 and accordingly Ekta Agarwal ceased to be the Interim Company Secretary and Key Managerial Personnel of the Company with effect from the close of business hours of September 09, 2025.
In order to facilitate integration of BBL with the Company making the combined organisation a unified Global Biopharmaceutical Leader, the following changes have taken place:
a. Mukesh Kamath resigned from the position of Interim Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours of March 31,2026, to take up another role within the Biocon Group.
b. Kedar Narayan Upadhye, Chief Financial Officer and Key Managerial Personnel of BBL, was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from April 01,2026.
c. Akhilesh Nand, Global Head, Governance, Risk and Compliance & Company Secretary of BBL, was appointed as the Global Head, Governance, Risk and Compliance and Key Managerial Personnel of the Company with effect from April 01,2026.
As on March 31,2026, Kiran Mazumdar-Shaw, Executive Chairperson of the Company, has also been the Non-Executive Chairperson of Syngene and Executive Chairperson of BBL, both being subsidiaries of the Company and was in receipt of remuneration from the respective companies for the Financial Year 2025-26. Kiran Mazumdar-Shaw, has stepped down as the Executive Chairperson of BBL with effect from close of business hours of March 31, 2026. Further, her role in Syngene has changed from Non-Executive Chairperson to Executive Chairperson with effect from April 01, 2026, subject to the approval of the Members of Syngene.
Committees of the Board
Currently, the Company has 5 (five) Board level Committees: Audit Committee (AC1), 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 31,2026, 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 | 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
* Siddharth Mittal ceased to be the Member of the Committee(s) w.e.f. close of business hours of March 31, 2026.
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 or at ad-hoc meetings.
During the Financial Year 2025-26, the Board met 12 (twelve) times on April 04, 2025, April 23, 2025, May 08, 2025, June 26, 2025, July 09, 2025, August 07, 2025, September 09, 2025, October 01, 2025, November 1 1, 2025, December 06, 2025, February 12, 2026 and March 27, 2026. 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. All the contracts/ arrangements/ transactions entered by the Company with the related parties during the Financial Year 2025-26 were in the ordinary course of business and on an arms length basis, and whenever required the Company has obtained necessary approvals as per the policy of the Company on related party transactions.
Accordingly, there are no contracts or arrangements with related parties which are required to be disclosed under Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 in Form AOC-2 for Financial Year 2025-26 and, hence, the same does not form part of the Boards 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
India Ratings & Research Private Limited (India Ratings and Research), vide its letter dated April 15, 2025, assigned the rating of IND A1+ for the Commercial Paper Programme of the Company.
CRISIL Ratings Limited (CRISIL), vide its letter dated June 17, 2025, reaffirmed the rating at Crisil AA+/Stable for Long Term Bank Loan Facilities and Crisil A1+ for Short Term Bank Loan Facilities.
ICRA Limited (ICRA), vide its letter dated October 30, 2025, reaffirmed the rating at [ICRA]AA+(Stable)/ [ICRA]A1+ for the long-term/short-term facilities of the Company.
India Ratings and Research, vide letter dated December 09, 2025, has assigned/affirmed the rating at IND AA+/Stable/IND A1+ for bank loan facilities and IND A1+ for Commercial papers of the Company. Further, it has withdrawn the rating for Non-convertible debenture.
ICRA, vide its letter dated December 16, 2025, reaffirmed the rating at [ICRA]AA+(Stable)/ [ICRA]A1+ for the long-term/short-term facilities of the Company.
CRISIL, vide its letter dated December 16, 2025, reaffirmed the rating at CRISIL AA+ for the long-term bank facilities and CRISIL A1+ for the shortterm bank facilities 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 as Annexure 3 to the Boards Report.
AUDITORS
Statutory Auditors
The Members at the 38th Annual General Meeting (AGM) held in 2016, approved the appointment of B S R & Co. LLP, Chartered Accountants, having registration No. 101248W/W-100022, as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years till conclusion of the 43rd AGM. Subsequently, B S R & Co. LLP, Chartered Accountants were re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, to hold office from the conclusion of the 43rd AGM held on July 23, 2021, till the conclusion of the 48th AGM to be held in financial year 2026. Accordingly, their second term ends at the ensuing 48th AGM.
In this regard, the Audit Committee and the Board of Directors have recommended the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, having Firm Registration No. 101049W/E300004 as Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of this ensuing 48th AGM till conclusion of the 53rd AGM to be held in financial year 2031, to the Members at the ensuing 48th AGM. The Company has received consent letter along with eligibility certificate from the proposed Statutory Auditors. Necessary resolution for approval of the Members forms part of the Notice of the ensuing AGM.
The Auditors Report on the financial statements of the Company for the Financial Year ended March 31, 2026, 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, 2025, 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 Companys cost records for the Financial Year ended March 31, 2026. The Cost Auditors will submit their report for the Financial Year 202526 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 Companys cost records for the Financial Year 202627. 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 Company 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 48th AGM of the Company.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules prescribed thereunder and Regulation 24A of SEBI Listing Regulations, as amended, M/s. V. Sreedharan and Associates, Practicing Company Secretaries, (holding Peer Review Certificate No. 5543/2024) are appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 with approval of the Members at the 47th AGM of the Company held on August 08, 2025. The Secretarial Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and is appended as Annexure 4 to the Boards 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 2025-26. The Secretarial Audit Report for the Financial Year 2025-26 given by M/s. V. Sreedharan & Associates, Practicing Company Secretaries is appended as Annexure 4A of the Boards Report.
Reporting of fraud by Auditors
During the year, the statutory auditors have not reported to the Audit Committee any 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 a Risk Management Committee (RMC) of the Board, chaired by one of the Independent Directors, to oversee the spectrum of organizational risks diligently and assists the Board of Directors in timely identification, assessment and mitigation of risks (i.e. financial, operational, strategic, regulatory, statutory, reputational, and others) faced by the Company. The RMC, inter alia, has overall responsibility for monitoring and approving the enterprise risk management framework and effectively monitors these risks etc.
The RMC primarily assist the Board in:
• Monitoring and reviewing the Risk Management framework and performs such other functions as may be defined and delegated by the Board and as mandated by applicable laws and regulations, in force from time to time.
• Timely identification, evaluation, assessment, and mitigation of various categories of risks encountered by the Company.
• Quarterly review of critical risks and effectiveness of mitigation actions along with its impact on the overall risk exposure of the Company. All the critical risk areas are re-evaluated at least once a year.
In line with the above, the Board of Directors has endorsed a comprehensive Risk Management Policy and Charter. The Enterprise Risk Management (ERM) process is governed by the Companys Risk Management Policy.
The Company has established a comprehensive global ERM Framework to identify, evaluate, prioritise, adequately respond to and manage key risks that could impact the strategic and operational goals. Risks are categorized using a standardized taxonomy and appropriately documented in a risk register.
The ERM team collaborates with the functional and regional heads, to periodically update the risk register, assessing the effectiveness of mitigation plans and providing periodic updates to the RMC. The team also provides support and consultancy role in facilitating implementation of risk management and related matters across the organisation.
During the year the focus areas of the RMC included review of risk and mitigation related to financial risks, regulatory approvals, commercial risks, infotech & cybersecurity, ESG risks and compliance risks which were critical for the organisations success.
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, Anti-Bribery & Anti-Corruption policy, Whistleblower policy, 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. Control self-certification and review 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 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 under the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations, is implemented through the Companys Whistle Blower Policy to enable the Directors, Employees and all Stakeholders of the Company to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Policy also provides adequate safeguards against victimization of people who use such mechanisms and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Company adheres to uncompromising integrity in the conduct of its business and strictly abides by well-accepted norms of ethical, lawful and moral conduct. It has zero tolerance for any form of unethical conduct or behaviour.
The 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/governance-documents-policies/.
The Company has a Speak-Up Hotline facility accessible to all employees across the globe. This Hotline allows to raise concerns about any kind of business or employee misconduct and seek clarification, while remaining anonymous if they choose.
The Integrity Committee (IQ comprising of the CFO, Global Head - GRC and HR Head oversees the investigation and reporting of suspected unethical practices, grievances and whistleblower complaints 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 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 second 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 by Members 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 Members 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 advanced its Corporate Social Responsibility (CSRO agenda through focused initiatives aligned with its strategic priorities, including: (a) Environmental Sustainability - supporting the development of the Biocon-Hebbagodi Metro Station on the Yellow Line of Namma Metro to reduce carbon emissions, enhance urban mobility, and improve quality of life, and (b) Promoting Education—through Biocon Academy, which delivers short term, industry aligned programs that bridge the gap between academia and industry, including newly launched programs addressing emerging industry needs such as Artificial Intelligence in Life Sciences.
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, 2026, the CSR & ESG Committee comprised 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 as Annexure 6. The Policy on Corporate Social Responsibility and CSR projects approved by Board of Directors have been uploaded on the website of the Company and is available at https:// www.biocon.com/investor-relations/corporate-governance/governance- documents-policies/. The Policy is formulated to meet the CSR objectives set by the Company as well as the applicable statutory requirements notified by the Ministry of Corporate Affairs through the Companies Act, 2013. The Policy also aims to establish boundaries for acceptable behaviour and guidelines for the best practices in CSR & ESG related initiatives as applicable. There has not been any change in the Policy during the year under review.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Biocon is dedicated to fostering a workplace that is safe, inclusive, and free from harassment, bias, or victimization, irrespective of an individuals gender, race, religion, origin, sexual orientation, pregnancy status, disability, or economic background.
The Company upholds a Prevention of Sexual Harassment (PoSH) Policy, ensuring a zero-tolerance approach to any form of harassment or discrimination. To support this commitment, Biocon has constituted an Internal Complaints Committee (ICC) as required under the aforesaid Act to address complaints and promote awareness of workplace sexual harassment issues in a fair and confidential manner. The Policy is gender neutral.
During the financial year under review, 11 (eleven) complaints with allegations of sexual harassment were filed and all 11 (eleven) 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 as on March 31, 2026. Further, during the financial year under review, no complaints were pending for more than ninety days.
Compliance of the provisions relating to the Maternity Benefit Act, 1961
During the financial year under review, the Company is compliant with the provisions relating to the Maternity Benefit Act, 1961. The Company has also extended leaves and flexi working hours after legally approved maternity leaves.
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 Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) all dividends which remain 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 31,2026, the Company has transferred unpaid and unclaimed dividends of Rs.540,372 for the Financial Year 2017-18 and 21,509 corresponding equity shares on which dividends were unclaimed for 7 (seven) consecutive years, to IEPF as per requirements of the IEPF Rules.
During the year Mayank Verma, Company Secretary, upon his resignation, ceased to be the Nodal Officer of the Company for the purposes of verification of claims and coordination with the IEPF Authority pursuant to the IEPF Rules with effect from close of business hours on April 14, 2025. Thereafter, Mukesh Kamath, being the Interim Chief Financial Officer of the Company, was appointed as the Nodal Officer of the Company with effect from April 15, 2025. Thereafter, with effect from September 10, 2025, Rajesh U. Shanoy, has been appointed as the Company Secretary and the Nodal Officer of the Company.
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 the 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 31,2026, 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 and SS-2 relating to the Meetings of the Board and General Meetings, 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 Boards Report.
Other Disclosures
a. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016; and
b. There was no instance of one-time settlement with Banks or Financial Institutions. Therefore, the reasons of difference in the valuation at the
time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.
Green Initiative
We request all the Members to support the Green Initiativeof the Ministry of Corporate Affairs and Biocons 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 Integrated 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, USA, Brazil 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, Drugs Controller General of India 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 |
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Sd/- |
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| Bengaluru | Kiran Mazumdar-Shaw |
| May 07, 2026 | Executive Chairperson |
| DIN:00347229 |
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