We are pleased to present the 47th (Forty-Seventh) Annual Report on the business and operations, along with the audited standalone and consolidatedfinancial statements and the Auditor's Report of the Company, for the Financial Year ended March 31,2025.
In ' million (except EPS)
Particulars
Standalone
Consolidated
FY2025
FY2024
Total Income
24,849
23,203
164,699
156,212
Expenses
24,315
21,845
146,798
140,002
Share of loss of joint venture and associate, net
-
842
Profit before tax and exceptional items
534
1,358
17,901
15,368
Exceptional items, net
6,075
145
965
(116)
Profit before tax
6,609
1,503
18,866
15,252
Income tax
516
310
4,572
2,274
Non-controlling interest
4,161
2,753
Profit for the year
6,093
1,193
10,133
10,225
Other comprehensive income, net
(124)
(7)
3,563
2,688
Total comprehensive income
5,969
1,186
13,696
12,913
Earnings per Share (EPS) after exceptional items
5.09
1.00
8.46
8.55
The standalone and consolidated financial statements of the Companyhave 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 theoperations, including major developments have been further discussed indetail in the Management Discussion and Analysis Report.
Further, a statement containing the salient features of the financialstatements of our subsidiaries and joint venture pursuant to Section 129(3)of the Companies Act, 2013, in the prescribed form AOC-1 is appended asAnnexure 1 to the Board's Report. The statement also provides details of theperformance and financial position of each subsidiary and joint venture.
The highlights of the Company's Consolidated Financial performance areas under:
Ý During the year, our consolidated income registered a growth of 5%to ' 164,699 million from ' 156,212 million in FY24. From a segmentperspective, Generics recorded an annual growth of 8%, Biosimilarsgrew by 2% and Research services registered a growth of 4%.Biosimilars revenue grew by 15% adjusted for sales from BrandedFormulations Unit, India (BFI), BFI divestment gain, licensing incomeand forex/ derivative accounting.
Ý Core operating margins (EBITDA margins net of licensing, forex andR&D) stood at 28%.
Ý Profit for the year including non-controlling interest stood at ' 14,294million compared to ' 12,978 million for FY24.
Ý The Effective Tax Rate (ETR) for the year before the exceptional itemwas 23% (15% in FY24).
a. During the year ended March 31, 2025, one of the subsidiaries ofBiocon Biologics Limited (BBL), subsidiary of the Company has raisedfunds through issue of senior secured notes amounting to ' 66,763million (USD 800 million) and new syndicated facility amounting to' 26,705 million (USD 320 million). The funds are utilised to refinanceexisting term loans. The unamortized portion of debt raise cost ofthe retired term loans amounting to ' 1,216 million is written-off toconsolidated profit and loss account, classified as an exceptional itemin the consolidated financial statements. Consequential tax impact of' 304 million was included within tax expense.
b. During the year ended March 31, 2024, one of the subsidiaries of BBLrecorded provision for inventory for a product due to its low demandand consequentially lower probability of liquation amounting to '2,366 million. This was recorded under the head 'Exceptional Item'.
During the year ended March 31, 2025, such inventory amounting to' 885 million was liquidated. Hence, the related provision has beenreversed and reflected as an exceptional item in the consolidatedfinancial statements for the year. Consequential tax impact of ' 147million is included within tax expense.
c. During the year ended March 31,2025, Syngene received its final claimof ' 320 million from the insurance company for the loss of fixed assetsin fire incident on December 12, 2016.
d. During the year ended March 31, 2025, the Group invested ' 75million against equity shares issued by Indian Foundation for QualityManagement ('IFQM'). As at March 31,2025, the Group has fair valuedsuch investment and has recorded fair value charge of ' 75 milliondisclosed under 'exceptional items'.
e. During the year ended March 31, 2024, one of the subsidiaries ofBiocon Biologics Limited ('BBL') had received ' 18,269 million towardsworking capital under the existing arrangements. BBL had recordedthese receivables at fair value of ' 10,219 million having regard to thetiming and probability of recovery. The resulting difference of ' 8,050million is recorded as a gain in the consolidated financial statements.Consequential tax impact of ' 407 million is included within taxexpense.
Further, during the year ended March 31, 2025, BBL settled ' 2,518million towards working capital under the existing arrangements,which was recorded at fair value of ' 1,382 million. The resultingdifference of ' 1,136 million is recorded as a gain in the consolidatedfinancial statements. Consequential tax impact of ' 284 million isincluded within tax expense.
f. During the year ended March 31,2024, Biocon Pharma Limited ('BPL')and its subsidiaries pursuant to the uncertainty in commercializationof product in certain territories, recorded an impairment of thecarrying value of the intangible asset amounting ' 91 million. Similarly,' 86 million is recorded as an impairment of the carrying value of theintangible asset during the year ended March 31, 2025 by one of thesubsidiary of BPL.
Ý The Company has raised funds amounting to ' 5,700 million throughthe issuance and allotment of listed Commercial Papers on a privateplacement basis in January 2025 and ' 6,000 million in April 2025. TheCommercial Papers raised in January 2025 was repaid in April 2025.
Ý The Company acquired 1,97,99,305 equity shares of BBL, aggregatingto 1.50% of the paid up share capital of BBL, at an aggregate valueof ' 5,550 million from the existing Investor of BBL, in accordancewith the terms as set out under the Share Subscription Agreement("SSA") and /or Shareholders' Agreement ("SHA") entered between theCompany, BBL, existing investors of BBL, as applicable.
Ý The Board of Directors at its meeting held on April 23, 2025, approvedraising of funds up to ' 45,000 million, in one or more tranches and/or one or more issuances, through various instruments or securities,including equity shares, non-convertible debt instruments alongwith warrants, any other convertible securities or any other eligiblesecurities or any combination thereof, by way of qualified institutionsplacement(s), rights issue, preferential allotment, private placement(s)and/or any combination thereof or any other method as may bepermitted under applicable laws, subject to necessary approvals.
Ý During the year, the Company has sold 8,000,000 equity shares ofSyngene International limited in the open market. The gain arisingfrom sale of aforesaid equity shares amounting to ' 6,075 million hasbeen recorded as an exceptional item in the standalone financialstatements.
Ý During the year, Biocon Biologics Global PLC, a step-down subsidiaryof Biocon Biologics Limited has raised funds through issue of seniorsecured notes amounting to ' 66,763 (USD 800 million) and newsyndicated facility amounting to ' 26,705 (USD 320 million). The fundswere utilised to refinance existing term loans.
The highlights of the Company's Standalone Financial performance
are as under:
Ý Revenue from operations for FY25 stood at ' 22,426 millioncompared to ' 21,273 million in FY24. Other income for FY25amounted to ' 2,423 million as against ' 1,930 million in FY24.
Ý Core operating margins (EBITDA margins net of licensing, impactof forex, R&D and dividend from subsidiaries) was 19% comparedto 22% in the previous financial year.
Ý Profit before tax and exceptional items stood at ' 534 millioncompared to ' 1,358 million in FY24. Decrease in standaloneprofit is mainly due to price erosion in our base business productsspecifically statins and increase in finance cost on borrowingstaken in relation to investments made in Biocon Biologics.
Ý Pursuant to amendment in the Finance Act, 2024, resulting inwithdrawal of indexation benefit on Long-Term Capital Gain,the Company has written off Deferred Tax Asset created towardsindexation benefit on Land amounting to ' 199 million.
Ý Profit for the year stood at ' 6,093 million compared to ' 1,193million in FY24. This includes exceptional gain of ' 6,075 millionon Syngene stake sale.
The Company has 39 subsidiaries, 1 joint venture and 1 associate as onMarch 31,2025. A report on the performance and financial position of eachsubsidiary and joint venture is outlined in AOC-1, which is annexed to thisreport as Annexure 1.
In accordance with the provisions of Section 136 of the Companies Act, 2013and the amendments thereto, read with the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015('SEBI Listing Regulations'), the audited financial statements, including theconsolidated financial statements and related information of the Companyand financial statements of the subsidiary companies will be available onour website www.biocon.com.
The Company has also formulated a Policy for Determining MaterialSubsidiaries pursuant to the provisions of the SEBI Listing Regulations. Thepolicy 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 performanceof each of the subsidiaries/ joint venture/ associate is presented below:
Biocon Pharma Limited ('BPL') is a wholly owned subsidiary of the Companywith its registered office situated in Bengaluru, Karnataka, India. TheCompany was incorporated under the Companies Act, 2013 on October31, 2014, and is engaged in the development and manufacture of genericformulations for sale in global markets, with a focus on opportunities inthe United States, Europe and Rest of the World markets. BPL has set upits formulations manufacturing facility for oral solid dosages at Bengaluru.
During the Financial Year ended March 31, 2025, BPL reported a totalrevenue of ' 9,825 million and a net profit of ' 823 million against a revenueof ' 8,816 million and a net profit of ' 348 million in FY24.
Biocon Pharma Inc. ('BPI'), a wholly owned subsidiary of BPL, wasincorporated on July 27, 2015, in the State of Delaware, USA. BPI is engagedin the commercialization of generic formulations in the United States.
During the Financial Year ended March 31, 2025, BPI registered a totalrevenue of ' 8,962 million and net profit of ' 115 million against the totalrevenue of ' 7,275 million and net profit of ' 222 million in FY24.
Biocon Pharma UK Limited ('BPUK'), a wholly owned subsidiary of BPL,was incorporated on December 07, 2018, in the United Kingdom. BPUK isengaged in the commercialization of generic formulations in the UnitedKingdom.
During the Financial Year ended March 31, 2025, BPUK registered totalrevenue of ' 247 million and a net profit of ' 10 million against a totalrevenue of ' 135 million and a net loss of ' 9 million in FY24.
Biocon Pharma Ireland Limited ('BPIL'), a wholly owned subsidiary of BPL,was incorporated on December 14, 2018, in Ireland. BPIL is engaged in thecommercialization of generic formulations in Ireland.
As on March 31,2025, BPIL has not commenced its commercial operations.During the Financial Year ended March 31,2025, BPIL reported a loss of ' 1million against a loss of ' 17 million in FY24.
Biocon Pharma Malta Limited ('BPML'), a wholly owned subsidiary of BPLand Biocon Pharma Malta I Limited ('BPMIL') a wholly owned subsidiary ofBPML, were incorporated on January 25, 2021 in Malta. BPMIL is engaged incommercialization of generic formulations in Europe.
During the Financial Year ended March 31, 2025, BPML recorded a totalrevenue of ' 1 million and reported no loss, consistent with FY24 and BPMILrecorded a total revenue of ' 242 million and reported a profit of ' 4 millionagainst a total revenue of ' 169 million and a loss of ' 3 million in FY24.
Biocon Generics Inc. ('BGI'), a wholly owned subsidiary of BPL, wasincorporated on July 07, 2023 in the State of Delaware, USA. BGI is engagedin the manufacturing of generic formulations for sale in global markets, witha focus on opportunities in the United States and Europe.
During the Financial Year ended March 31, 2025, BGI commenced itscommercial operations and recorded total revenue of ' 196 million and netloss of ' 53 million.
Biocon Biosphere Limited ('BBSL') is a wholly owned subsidiary of theCompany with its registered office situated in Bengaluru, Karnataka, India.The Company was incorporated under the Companies Act, 2013 onDecember 24, 2019 and was formed for undertaking similar business to thatof Biocon Limited, vide a Greenfield facility in Vizag to de-risk fermentationmanufacturing at Bengaluru.
During the Financial Year ended March 31, 2025, BBSL reported a totalrevenue of ' 130 million and a net loss of ' 186 million against a revenue of' 6 million and a net loss of ' 18 million in FY24.
Biofusion Therapeutics Limited ('BTL') was a wholly owned subsidiary ofBiocon Limited with its registered office situated in Bengaluru, Karnataka,India. The Company was incorporated under the Companies Act, 2013 onMarch 18, 2021, for undertaking Contract Research and ManufacturingServices (CRAMS) and other R&D in the field of pharmaceuticals, includingbut not restricted to drug discovery, biotechnology pharmaceuticals,medicinal sciences, etc.
The scheme of amalgamation of Biofusion Therapeutics Limited ('BTL') withBiocon Pharma Limited ('BPL'), wholly owned subsidiary of Biocon Limited,was approved by the National Company Law Tribunal ('NCLT'), BengaluruBench on April 24, 2024. The financials of BTL had been amalgamated withBPL with effect from April 01, 2022 being the appointed date for the saidscheme of amalgamation.
Biocon Academy spearheads Biocon Group's CSR initiatives in technicaland professional education. The Academy was established as a Centre ofExcellence for Advanced Learning in Biosciences in 2013. Biocon Academyleverages the rich industry experience of Biocon, its subject matter expertisealongside international Education Partners such as Keck Graduate Instituteof Claremont, California (USA) and BITS-Pilani, India, to deliver industry-oriented advanced learning and skill building programs for pharma andbiotech graduates. Biocon Academy is dedicated exclusively to industry-oriented biosciences education. The programs offered by the Academy aimto empower the Biotechnology and Engineering graduates with advancedlearning, industrial proficiency and job-skills development, the essentialbuilding blocks for a promising career in the Biotech industry.
Biocon SA ('BSA') is a wholly owned subsidiary of the Company, is primarilyengaged in identifying and developing novel molecules into commercialproducts or licensable assets through strategic partnerships.
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 wasestablished as a marketing entity for pharmaceutical products to targetmarkets in the Middle East and the Gulf Cooperation Council ('GCC').
During the year ended March 31,2025, Biocon FZ LLC earned ' 302 millionin revenue and reported a net profit of ' 89 million against a revenue of '204 million and a net profit of ' 53 million in FY24.
Syngene International Limited (Syngene), subsidiary of the Company, is aContract Research, Development and Manufacturing Organization (CRDMO)that provides integrated discovery, development and manufacturingservices to pharmaceutical, biotechnology, animal healthcare, consumergoods and agrochemical Companies.
Syngene's clients are world leaders in their fields, ranging from leadingglobal multinationals to small and medium-sized biotech Companies, non¬profit institutions, academic institutes, and government organizations. Themajority of the Company's clients are based in the US (68%) and Europe(21%) for whom Syngene plays an important role as part of their outsourcingstrategies.
Incorporated in 1993, Syngene is listed separately on the Indian stockexchanges - NSE and BSE. With a talent pool of [5600 ] scientists, scientificexpertise across a wide range of therapeutic modalities, an experiencedmanagement team, and an independent Board of Directors, Syngeneworks for clients around the globe, delivering innovation that primarilybenefits human and animal health. As a strategic partner to its clients,Syngene offers innovative, flexible and efficient solutions which expediteprojects from discovery and development to clinical and commercial scalemanufacturing, enabling clients to get their products to market - and to thepatients who need them more quickly.
Syngene's focus on innovation underpins its approach to integrated,end-to-end services encompassing drug research, development andmanufacturing capabilities spanning the entire value chain. SynVent, itsproprietary platform for integrated services, provides an effective andefficient means to advance programs through target validation, translationalinterrogation, therapeutic discovery, and pre-clinical development for smallmolecules 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 whichincludes client satisfaction, quality, safety, ethics and data integrity. Theoperations underpinned by expert sourcing and a resilient global supplychain comprising 2800 suppliers across 30 countries, including strongregional/local supplier networks to ensure uninterrupted supplies.
During the Financial Year ended March 31, 2025, Syngene posted astandalone revenue of ' 34,438 million (FY24 - ' 32,911 million) and astandalone net profit of ' 4,680 million (FY24 - Net profit of ' 4,665 million).
During the Financial Year ended March 31, 2025, Syngene postedconsolidated revenue growth of 4% to ' 37,142 million (FY24 - ' 35,792million) and a consolidated net profit of ' 4,962 million (FY24 - Net profitof ' 5,100 million).
Syngene USA Inc. is a wholly owned subsidiary of Syngene, incorporated onAugust 24, 2017, with its registered office in the State of Delaware, UnitedStates of America (USA). It plays a crucial role in strengthening Syngene'spresence in the US market.
During the Financial Year ended March 31,2025, Syngene USA Inc. reporteda total revenue of ' 959 million and net profit of ' 38 million against a totalrevenue of ' 607 million and net profit of ' 40 million in FY24.
Syngene Scientific Solutions Limited ('SSSL') is a wholly owned subsidiaryof Syngene, incorporated on August 10, 2022, with its registered officein the State of Karnataka, India. SSSL specializes in contract research andclinical research services. As a dynamic player in the pharmaceutical andbiotechnology sectors, SSSL offers a diverse range of services, includingCRAMS, clinical research, R&D, and software development.
During the Financial Year ended March 31, 2025, SSSL reported a totalrevenue of ' 3,345 million and net profit of ' 244 million against a totalrevenue of ' 3,546 million and net profit of ' 396 million in FY24.
Syngene Manufacturing Solutions Limited ('SMSL') is a wholly ownedsubsidiary of Syngene, incorporated on August 26, 2022, with its registeredoffice in the State ofKarnataka, India. SMSL is dedicated to the manufacturingof pharmaceutical, biopharmaceutical, and biological products.
Biocon Biologics Limited ('BBL') was incorporated on June 08, 2016, in Indiawith the objective of building a biologics focused business with strong R&Dand global scale manufacturing capabilities.
BBL, a subsidiary of Biocon Limited, is a unique, fully integrated, leadingglobal biosimilars Company committed to transforming healthcare andpatient lives by enabling affordable access to high quality biologicsworldwide. It is leveraging cutting-edge science, innovative tech platforms,global scale manufacturing capabilities and world class quality systems tolower the cost of lifesaving biologics and improve health outcomes.
BBL has commercialized nine biosimilars in several key Emerging Markets aswell 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 trackrecord of success and has achieved several 'firsts' in the biosimilars industry.BBL is also committed to environmental, social and governance (ESG) goalsin-line with global norms such as the UN Sustainable Development Goals(SDGs) and remains focused on manging ESG performance and improvingoutcomes.
During the Financial Year ended March 31, 2025, BBL posted a standalonerevenue of ' 45,484 million (FY24 - ' 37,747 million) and a standalone netprofit of ' 8,309 million (FY24 - Net profit of ' 3,689 million).
During the Financial Year ended March 31, 2025, BBL posted consolidatedrevenue growth of 13% to ' 101,444 million (FY24 - ' 90,006 million) anda consolidated net profit of ' 8,896 million (FY24 - Net profit of ' 2,182million). Adjusting for BFI revenue, divestment gain and licensing income,like to like increase in revenue stands at 15%, driven by robust growth in thecore business across Advanced and Emerging markets.
Biocon Biologics UK Limited ('BBUK') which was incorporated in the UnitedKingdom on March 02, 2016, is a wholly owned subsidiary of BBL.
During the Financial Year ended March 31, 2025, BBUK reported a totalrevenue of ' 13,854 million and net profit of ' 1,414 million against a totalrevenue of ' 18,157 million and net profit of ' 4,788 million in FY24.
Biosimilars Newco Limited ('BNCL') is a wholly owned subsidiary of BBL,registered in the United Kingdom. BNCL undertakes biosimilar businesses,i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, Glargine, Aspart andUstekinumab across the globe.
During the Financial Year ended March 31, 2025, BNCL reported a totalrevenue of ' 31,502 million and net loss of ' 4,117 million against a totalrevenue of ' 43,656 million and net loss of ' 2,746 million in FY24.
Biosimilar Collaborations Ireland Limited ('BCIL') is a wholly owned subsidiaryof BBUK, registered in Ireland. BCIL undertakes biosimilars businesses w.r.tAdalimumab, Etanercept and Aflibercept.
Biocon Sdn. Bhd. ('BSB'), a wholly owned subsidiary of BBUK wasincorporated in Malaysia on January 19, 2011. BSB was established as thegroup's first overseas manufacturing facility at Malaysia. BSB is engaged inthe manufacturing of insulins and insulin analogues for global markets andis located within BioXcell, a biotechnology park in Iskandar Puteri, Johor.The facility is Asia's largest integrated insulins manufacturing facility withapprovals from several global agencies including National PharmaceuticalRegulatory 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 isthe single largest biotech facility in Malaysia and holds the commercial anddevelopment rights of insulin and insulin analogues.
During the Financial Year ended March 31, 2025, BSB reported a revenuefrom operations of ' 15,563 million and net profit of ' 371 million against arevenue from operations of ' 14,680 million and net loss of ' 1,786 millionin FY24.
Biocon Biologics Healthcare Malaysia SDN BHD, Malaysia ('Biocon HealthcareMalaysia') is a wholly owned subsidiary of BBUK, incorporated on August 10,2017 and registered in Malaysia. Biocon Healthcare Malaysia was establishedwith an objective of undertaking operations for biologics in Malaysia.Biocon Healthcare Malaysia was set up to carry on the business as importersand distributors of drugs and devices in the Malaysian market.
Biocon Healthcare Malaysia did not have any operations during FY25 andFY24.
Biocon Biologics Inc, USA ('BBI') is a wholly owned subsidiary of BBUK,registered in the State of Delaware, United States of America on November12, 2019. BBI was established with an objective to undertake all activitiesrelating to pharmaceuticals, biopharmaceuticals and biologics products, i.e.commercialization, distribution etc. in the USA and other geographies.
During the Financial Year ended March 31,2025, BBI reported a total revenueof ' 34,846 million and net profit of ' 975 million against a total revenue of '19,977 million and net profit of ' 623 million in FY24.
Biocon Biologics Do Brasil Ltda, Brazil ('BBDBL) is a wholly owned subsidiaryof BBUK, incorporated on August 17, 2020 and registered in Brazil.BBDBL was established with an objective to undertake activities such ascommercialisation, sale and distribution, etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31,2025, BBDBL reported a revenuefrom inter-company cross charge of ' 276 million and net loss of ' 14 millionagainst a revenue from inter-company cross charge of ' 95 million and netprofit of ' 4 million in FY24.
Biocon Biologics FZ-LLC, UAE ('BBFL') is a wholly owned subsidiary ofBBUK, incorporated on November 26, 2020 and registered in Dubai, UAE.BBFL was established with an objective to undertake activities such ascommercialisation, sale and distribution, etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBFL reported a totalrevenue of ' 204 million and net profit of ' 10 million against a total revenueof ' 248 million and net profit of ' 7 million in FY24.
Biocon Biologics Canada Inc. ('BBCI') is a wholly owned subsidiary ofBBUK, incorporated on March 20, 2023 and registered in Ontario, Canada.BBCI was established with an objective to undertake activities such ascommercialization, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBCI reported a totalrevenue of ' 2,566 million and net profit of ' 67 million against a totalrevenue of ' 1,252 million and net profit of ' 29 million in FY24.
Biocon Biologics Germany GmbH ('BBGG') is a wholly owned subsidiary ofBBUK with effect from March 29, 2023, registered in Frankfurt, Germany.BBGG was set up with an objective to undertake activities such ascommercialization, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBGG reported a totalrevenue of ' 6,584 million and net profit of ' 124 million against a totalrevenue of ' 609 million and net profit of ' 9 million in FY24.
Biocon Biologics France S.A.S ('BBFSAS') is a wholly owned subsidiaryof BBUK, incorporated on April 14, 2023 and registered in Paris, France.BBFSAS was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBFSAS reported a totalrevenue of ' 6,728 million and net profit of ' 81 million against a totalrevenue of ' 2,115 million and net profit of ' 31 million in FY24.
Biocon Biologics Spain S.L.U ('BBSSLU') is a wholly owned subsidiary ofBBUK, incorporated on April 21, 2023 and registered in Barcelona, Spain.BBSSLU was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBSSLU reported a totalrevenue of ' 871 million and net profit of ' 15 million against a total revenueof ' 204 million and net profit of ' 4 million in FY24.
Biocon Biologics Switzerland AG ('BBSAG') is a wholly owned subsidiary ofBBUK, incorporated on April 25, 2023 and registered in Zurich, Switzerland.
During the Financial Year ended March 31, 2025, BBSAG reported a totalrevenue of ' 191 million and net profit of ' 8 million against a total revenueof ' 56 million and net profit of ' 1 million in FY24.
Biocon Biologics Belgium BV ('BBBBV') is a wholly owned subsidiary ofBBUK, incorporated on April 28, 2023 and registered in Kraainem, Belgium.BBBBV was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBBBV reported a totalrevenue of ' 265 million and net profit of ' 9 million against a total revenueof ' 76 million and net profit of ' 2 million in FY24.
Biocon Biologics Finland OY ('BBFOY') is a wholly owned subsidiary ofBBUK, incorporated on May 10, 2023 and registered in Helsinki, Finland.BBFOY was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBFOY reported a totalrevenue of ' 88 million and net profit of ' 4 million against a total revenueof ' 36 million and net profit of ' 1 million in FY24.
Biocon Biologics Morocco S.A.R.L.A.U ('BBM') is a wholly owned subsidiary ofBBUK, incorporated on July 24, 2023 and registered in Casablanca, Morocco.BBM was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBM reported a totalrevenue of ' 210 million and net profit of ' 16 million against a total revenueof ' 32 million and net profit of ' 1 million in FY24.
Biocon Biologics Greece SINGLE MEMBER PC. ('BBGSMPC') is a whollyowned subsidiary of BBUK, incorporated on July 27, 2023 and registered inAthens, Greece. BBGSMPC was established with an objective to undertakeactivities such as commercialisation, sale and distribution etc. related topharmaceuticals, biopharmaceuticals and biologics products.
During the Financial Year ended March 31,2025, BBGSMPC reported a totalrevenue of ' 888 million and net profit of ' 13 million against a total revenueof ' 230 million and net profit of ' 3 million in FY24.
Biocon Biologics South Africa (PTY) Ltd. ('BBSA') is a wholly owned subsidiaryof BBUK, incorporated on August 11,2023 and registered in Gauteng, SouthAfrica. BBSA was established with an objective to undertake activities suchas commercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
Biocon Biologics (Thailand) Co., Ltd. ('BBTCL) is a wholly owned subsidiaryof BBUK, incorporated on September 08, 2023 and registered in Bangkok,Thailand. BBTCL was established with an objective to undertakeactivities such as commercialisation, sale and distribution etc. related topharmaceuticals, biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBTCL reported a totalrevenue of ' 32 million and no profit against a total revenue of ' 1 millionand net loss of ' 1 million in FY24.
Biocon Biologics Philippines, Inc. ('BBPI') is a wholly owned subsidiary ofBBUK,incorporated on October 25, 2023 and registered in Manila, Philippines.BBPI was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBPI reported a totalrevenue of ' 106 million and net profit of ' 4 million against a total revenueof ' 9 million in and no loss in FY24.
Biocon Biologics Italy S.r.l ('BBISRL') is a wholly owned subsidiary ofBBUK, incorporated on December 27, 2023 and registered in Italy.BBISRL was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBISRL commenced itscommercial operations and reported a total revenue of ' 50 million and netprofit of ' 2 million.
Biocon Biologics Croatia LLC ('BBCL) is a wholly owned subsidiary ofBBUK, incorporated on January 18, 2024 and registered in Zagreb, Croatia.BBCL was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products.
During the Financial Year ended March 31, 2025, BBCL commenced itscommercial operations and reported a total revenue of ' 47 million and netprofit of ' 2 million.
During the year under review, BBUK has incorporated Biocon BiologicsGlobal PLC ("BBGP"), as its wholly owned subsidiary on July 19, 2024,registered in London, United Kingdom. BBGP was established with anobjective to undertake activities such as commercialisation, sale anddistribution, etc. related to pharmaceuticals, biopharmaceuticals andbiologics products. BBGP has raised USD 800 million by allotment of USdollar denominated senior secured notes (the "Notes"). The Notes are listed
During Financial Year year ended March 31, 2025, BBGP reported a totalrevenue of ' 6,338 million and net profit of ' 102 million.
Neo Biocon FZ LLC ('NB') is a joint venture based in Dubai, United ArabEmirates incorporated in 2007. NB was established as a market entity forthe pharmaceutical products to target markets in the Middle East and GCC.
During the Financial Year ended March 31, 2025, NB reported a Nilrevenue and a net loss of ' 153 million as against a total revenue of' 166 million and a net loss of ' 75 million in FY24.
During the Financial Year ended March 31,2021, the Company had acquired26% equity stake in Hinduja Renewables Two Private Limited towardsenhancing the renewable based power consumption. The Company doesnot consolidate the associate since it does not exercise significant influenceover it.
In line with the Dividend Distribution Policy of the Company, werecommend a final dividend of ' 0.50/- per equity share (i.e. 10% of facevalue) for the Financial Year ended March 31,2025. The dividend, if approvedat the ensuing 47th Annual General Meeting ('AGM'), will be paid to thoseMembers whose names appear in the Register of Members as on close ofFriday, July 04, 2025 (being the Record date for the purpose of determiningthe entitlement of Members to receive dividend for FY25). The total dividendpayout will be approximately ' 600 million subject to the adjustments ifany, on account of further issuance of shares by the Company before therecord date in respect of the proposed fund raising as approved by Boardof Directors at its meeting held on April 23, 2025, subject to the approval ofthe Members of the Company through Postal Ballot.
In terms of Regulation 43A of the SEBI Listing Regulations, the Board hasformulated and adopted the Dividend Distribution Policy. The Policy isavailable on the website of the Company at https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/ .
No amount is proposed to be transferred to reserves for the Financial Yearended March 31, 2025.
During the year under review, there has been no change in the share capitalof the Company. The share capital of the Company as on March 31,2025, isas follows:
Amount in '
Authorized Equity Share Capital(Equity shares of ' 5/- each)
6,250,000,000
Paid up Equity Share Capital(Equity shares of ' 5/- each)
6,003,000,000
The Board of Directors at its meeting held on April 23, 2025, recommendedincrease in the Authorised Equity Share Capital of the Company to'7,000,000,000/- (Rupees Seven Hundred Crores only) divided into1,400,000,000 (One Hundred Forty Crores) Equity Shares of ' 5/- (RupeesFive only) each, subject to the approval of the Members of the Companythrough Postal Ballot.
We, at Biocon, give paramount importance to our employees, who webelieve to be our greatest assets. Attracting and retaining the best talentshave been the cornerstone of the Human Resource function at Biocon. Westrive to create a diverse and inclusive environment that is value driven,collaborating and growth inducing. The total headcount as on March 31,2025 stood at 3,442.
Pursuant to Regulation 34 of the SEBI Listing Regulations, the ManagementDiscussion and Analysis Report for the year under review, forms part of thisIntegrated Annual Report.
The Company is committed to maintain the highest standards of corporategovernance. We believe in adherence to good corporate practices,implementing effective policies and guidelines and developing a culture ofthe best management practices and compliance with the law at all levels.Our corporate governance practices strive to foster and attain the higheststandards of integrity, transparency, accountability and ethics in all businessmatters to enhance and retain investor trust, long-term shareholder valueand respect minority rights in all our business decisions.
A separate section on Corporate Governance as stipulated under Para Cof Schedule V of the SEBI Listing Regulations forms part of this IntegratedAnnual Report. The Corporate Governance Report along with the requisitecertificate from the statutory auditors of the Company, confirmingcompliance with the conditions of corporate governance as stipulatedunder SEBI Listing Regulations forms part of this Integrated Annual Report.
The Business Responsibility and Sustainability Reporting ('BRSR'), originatingfrom the MCA report on Business Responsibility Reporting, had foundits way into the regulatory provisions by way of an amendment to theRegulation 34(2)(f) of the SEBI Listing Regulations.
The BRSR had replaced the Business Responsibility Reporting ('BRR') formatw.e.f. the Financial Year 2022-23. SEBI has made BRSR on the environmental,social and governance disclosures mandatory for the top 1,000 (onethousand) listed entities by market capitalization with effect from theFinancial Year 2022-23.
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSRReport for the year under review, forms part of this Integrated AnnualReport.
Further, in terms of SEBI Listing Regulations, the Company has engagedDeutsch Quality Systems (India) Private Limited, an independent assuranceprovider, to provide Reasonable assurance on BRSR Core Indicators on aconsolidated basis for the Financial Year ended March 31, 2025.
The Board of Directors of the Company had formulated the BioconEmployees 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 andRemuneration Committee ('NRC). The Plan is implemented through a trustroute in accordance with the Securities and Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB& SE Regulations') with a view of attracting and retaining the best talent,encouraging employees to align individual performances with Company'sobjectives and promoting increased participation by them in the growth ofthe Company. The Company has discontinued granting ESOPs and does notplan to issue any further grants under this ESOP Plan in the future.
The Company had also introduced Biocon Restricted Stock Unit Long TermIncentive Plan FY 2020-24 (hereinafter referred to as 'the RSU Plan 2020'),administered by the ESOP Trust under the instructions and supervision oftheNRC, which was approved by the shareholders at the 42nd Annual GeneralMeeting ('AGM') of the Company held on July 24, 2020. The RSU Plan 2020is designed to drive performance towards achieving the Board approvedstrategic objectives for the Financial Year 2020-24. The RSU Plan covers keyemployees who, by virtue of their roles, influence the accomplishment ofthe strategic objectives.
During the year under review, the Company introduced the Biocon RestrictedStock Unit Long Term Incentive Plan FY 2025-29 (hereinafter referred to as'the RSU Plan 2025)), administered by the ESOP Trust under the instructionsand supervision of the NRC, which was approved by the shareholders atthe 46th AGM of the Company held on August 09, 2024. The RSU Plan 2025is designed to drive performance towards achieving common goals anddelivering on key initiatives measured through revenue, profits, cashflow &return on capital, shareholder value creation for the Financial Year 2025-29.This RSU Plan covers key employees who, by virtue of their roles, influencethe accomplishment of the strategic objectives.
During the year, a total of 7,27,960 and 5,30,136 shares were transferred fromthe ESOP Trust to the eligible employees under the Company's prevailingESOP Plan and RSU Plan 2020, respectively.
As on March 31, 2025, the ESOP Trust cumulatively held 25,36,922 equityshares of the Company under the ESOP and RSU Plans of the Company.
The applicable disclosures as stipulated under the SEBI SBEB & SERegulations as on March 31, 2025, are appended herewith as Annexure 2to the Board's Report. The details of the ESOP and RSU Plans form part ofthe notes to accounts of the Financial Statements in this Integrated AnnualReport. The Company has received a certificate from the Secretarial Auditorsof the Company, that the ESOP and RSU schemes have been implementedin accordance with SEBI SBEB & SE Regulations and the resolutions passedby the Members. The certificate would be placed at the AGM for inspectionby the Members.
During the year ended March 31,2025, there has been no other changes inthe Company's existing plans and they all are in compliance with SEBI SBEB& SE Regulations.
The Company has not accepted any deposit, including from the public, andas such no amount of principal and interest were outstanding as at March
Details of loans, guarantees and investments covered under the provisionsof Section 186 of the Companies Act, 2013 forms part of the notes to theFinancial Statements provided in this Integrated Annual Report.
The Company's current policy centralises on having an appropriate mixof Executive, Non-Executive and Independent Directors to maintain theindependence of the Board and separate its functions of governance andmanagement. Assessment and appointment of Directors to the Boardare based on a combination of criterion that includes ethics, personaland professional stature, domain expertise, gender diversity and specificqualifications required for the position.
For the purpose of selection of any Director, the Nomination andRemuneration Committee ('NRC') identifies persons of integrity whopossess relevant expertise, experience and leadership qualities requiredfor the position. A potential board member is also assessed based onindependence criteria defined in Section 149(6) of the Companies Act, 2013and Regulation 16(1)(b) of the SEBI Listing Regulations.
In accordance with Section 178(3) of the Companies Act, 2013 andRegulation 19(4) of the SEBI Listing Regulations, as amended from timeto time, and on recommendation of the NRC, the Board has adopteda remuneration policy for Directors, Key Managerial Personnel, SeniorManagement and other employees. This policy is available on the websiteof the Company at https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/ .
We affirm that the remuneration paid to Directors, Key ManagerialPersonnel, Senior Management and other employees is in accordance withthe remuneration policy of the Company.
The Company recognises and embraces the importance of a diverse boardin contributing to its success. Adequate diversity on the Board is essentialto meet the challenges of business globalisation, rapid deployment oftechnology, greater social responsibility, increasing emphasis on corporategovernance and enhanced need for risk management. The Board enablesefficient functioning through differences in perspective and skill, andfosters differentiated thought processes at the back of varied industrial andmanagement expertise, gender, knowledge, ethnicity, country of originand nationality. The Board has adopted a Diversity Policy that outlines itscommitment to fostering a diverse and inclusive composition, setting forththe approach to achieving and maintaining diversity at the Board level. Thepolicy is available on the website of the Company at https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
All Independent Directors of the Company have submitted the requisitedeclarations confirming that they meet the criteria of independenceas prescribed under Section 149(6) of the Companies Act, 2013 readwith Regulation 16(1)(b) and 25(8) ofthe SEBI Listing Regulations. TheIndependent Directors have also confirmed that they have compliedwith Schedule IV of the Companies Act, 2013 and the Company's Code ofConduct.
They have further confirmed that they are not aware of any circumstancesor situations which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties and that they areindependent of the management. Further, the Independent Directors havealso submitted their declaration in compliance with the provision of Rule6(3) of the Companies (Appointment and Qualification of Directors) Rules2014, which mandated the inclusion of an Independent Director's name irthe data bank of the Indian Institute of Corporate Affairs ('IICA') for a periocof one year or five years or life-time till they continue to hold the office of anIndependent Director.
In the opinion of the Board, all the Independent Directors possess therequisite expertise and experience and are persons of high integrity andrepute. They fulfil the conditions specified in the Companies Act, 2013read along with the Rules made thereunder and are independent of theManagement.
Pursuant to the provisions of Section 134 of the Companies Act, 2013 andRegulation 19 of the SEBI Listing Regulations, the annual performanceevaluation of the Board, Board level Committees and individual Directorswas conducted during the year, in order to ensure that the Board and Boardlevel Committees are functioning effectively and demonstrating goodgovernance. For the Financial Year 2024-25, the Board had engaged M/sEgon Zehnder, a leadership advisory firm on board matters, to conductthe Board evaluation exercise. The evaluation process focused on Boarddynamics and other aspects towards Board effectiveness. The processinvolved the evaluation of all the Directors including the Chairperson, theManaging Director and Chief Executive Officer, Board committees and theBoard as a whole.
The evaluation was carried out based on the criteria and frameworkapproved by the NRC. A detailed disclosure on the parameters and theprocess of Board evaluation has been provided in the Report on CorporateGovernance, which forms part of this Integrated Annual Report.
As on March 31, 2025, the Board of Directors comprised of 9 (nine)Members, consisting of 2 (two) Executive Directors, 2 (two) Non-ExecutiveNon-Independent Directors and 5 (five) Independent Directors. Out of thetotal Members, 3 (three) are Women Directors. The Board has an appropriatemix of Executive Directors, Non-Executive Non-Independent Directorsand Independent Directors, which is compliant with the provisions of theCompanies Act, 2013, the SEBI Listing Regulations and is also aligned withthe best practices of Corporate Governance.
The Board of Directors, based on the recommendation of the Nominationand Remuneration Committee ('NRC'), had approved the appointment olAtul Dhawan (DIN: 07373372) as an Additional Director (Category: Non¬Executive, Independent) of the Company, not liable to retire by rotationwith effect from May 16, 2024, till the conclusion of the 46th AGM of theCompany. Further, the members at the 46th AGM held on August 09, 2024approved the appointment of Atul Dhawan as an Independent Director ofthe Company for a term commencing from date of Board's approval i.e. May
16, 2024 till the conclusion of 49th AGM proposed to be held in the year2027.
As per the provisions of the Companies Act, 2013 and Articles of Associationof the Company, Prof. Ravi Rasendra Mazumdar (DIN: 00109213), Non¬Executive Director of the Company, is liable to retire by rotation at theensuing AGM and being eligible, seeks re-appointment.
Based on the recommendation of the NRC and the Board of Directors,the shareholders of the Company, at the 46th AGM of the Company, hadapproved (i) re-appointment of Kiran Mazumdar-Shaw (DIN: 00347229)as an Executive Director (designated as an 'Executive Chairperson') of theCompany, liable to retire by rotation, for a period of 5 years commencingfrom April 01, 2025, including remuneration; and (ii) re-appointment ofSiddharth Mittal (DIN: 03230757) as the Managing Director of the Company,not liable to retire by rotation, for a period of 5 (five) years effective fromDecember 01,2024, including remuneration.
The Board of Directors at its meeting held on May 08, 2025, based onthe recommendation of NRC, has approved re-appointment of Naina LalKidwai (DIN: 00017806) as an Independent Director for a second term of 5(five) consecutive years commencing from date of the ensuing 47th AGMi.e. August 08, 2025 till August 07, 2030 (both days inclusive) subject toapproval of members of the Company at the ensuing 47th AGM.
In the opinion of the Board, all the Directors, as well as the Directors proposedto be appointed/ re-appointed possess the requisite qualifications,experience, expertise and hold high standards of integrity and relevantproficiency.
During the year under review, Meleveetil Damodaran (DIN: 02106990)completed his second and final term as an Independent Director andconsequently ceased to be the Independent Director of the Company witheffect from the close of business hours on July 25, 2024. The Board placedon record its deep and gratitude appreciation for his extensive contributionand stewardship during his tenure at Biocon.
The Key Managerial Personnel(s) of the Company as on March 31, 2025,comprise of Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal,Managing Director & CEO, Mukesh Kamath, Interim Chief Financial Officerand Mayank Verma, Company Secretary & Compliance Officer.
During the year under review, Mukesh Kamath was appointed as the InterimChief Financial Officer and Key Managerial Personnel of the Company witheffect from June 11,2024.
Further, Mayank Verma, Company Secretary of the Company resigned witheffect from the close of business hours on April 14, 2025. The Company is inthe process of filling the vacancy for this office. The Board placed on recordits appreciation towards the valuable services provided by him during histenure in the Company.
Kiran Mazumdar-Shaw, Executive Chairperson of the Company, is also theNon-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 respectivecompanies for the Financial Year 2024-25.
Currently, the Company has 5 (five) Board level Committees: Audit Committee ('AC'), Risk Management Committee ('RMC'), Nomination and RemunerationCommittee ('NRC'), Stakeholders Relationship Committee ('SRC') and Corporate Social Responsibility and Environmental, Social & Governance Committee('CSR & ESG'). The composition of such committees, as on March 31,2025, is disclosed as under:
S. No.
Name of Members
Category
AC
RMC
NRC
SRC
CSR&ESG
C
M
1
Kiran Mazumdar-Shaw
Executive Chairperson
•
2
Siddharth Mittal
Managing Director & CEO
3
Prof. Ravi Rasendra Mazumdar
Non-Executive Director
4
Eric Vivek Mazumdar
5
Bobby Kanubhai Parikh
Independent Director
6
Naina Lal Kidwai
7
Rekha Mehrotra Menon
8
Nicholas Robert Haggar
9
Atul Dhawan
Note: C - Chairperson and M - Member
The meetings of the Board are scheduled at regular intervals to discussand decide on matters of business performance, policies, strategies andother matters of significance. The schedule of the meetings is circulated inadvance, to ensure proper planning and effective participation. In certainexigencies, decisions of the Board are also accorded through circulation.
During the Financial Year 2024-25, the Board met 8 (eight) times on April24, 2024, May 16, 2024, June 11, 2024, August 08, 2024, October 30, 2024,December 04, 2024, January 27, 2025 and January 30, 2025. The maximuminterval between any 2 (Two) meetings did not exceed 120 (One hundredand Twenty) days, as prescribed in the Companies Act, 2013. Detailedinformation regarding the meetings of the Board is included in the Reporton Corporate Governance, which forms part of this Integrated AnnualReport.
There were no materially significant related party transactions enteredbetween 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 relatedparties during the Financial Year 2024-25 were in the ordinary course ofbusiness and on an arm's length basis, and whenever required the Companyhas obtained necessary approvals as per the related party transaction policyof the Company.
Accordingly, the particulars of contracts or arrangements with relatedparties which is required to be disclosed under Section 134(3)(h) read withSection 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicableto the Company for Financial Year 2024-25 and, hence, the same does notform part of the Board's Report.
The Company has formulated the policy on Related Party Transactions, andthe 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 tothe Financial Statements provided in this Integrated Annual Report.
ICRA Limited, vide its letter dated August 30, 2024, has reaffirmed the ratingat 'ICRA AA ' for the long-term bank facilities and 'ICRA A1 ' for the short¬term bank facilities of the Company.
CRISIL vide its letter dated November 25, 2024, has reaffirmed the rating at'CRISIL AA ' for the long-term bank facilities and 'CRISIL A1 ' for the short¬term bank facilities of the Company.
India Ratings and Research ('Ind-Ra') vide letter dated January 22, 2025,has reaffirmed the rating at 'IND AA / Stable' for the Non-convertibleDebentures and Term Loans, 'IND AA /A1 ' for proposed working capitallimits, and 'IND A1 ' for Commercial paper program of the Company.
The particulars as prescribed under Section 134(3)(m) of the CompaniesAct, 2013, read with the Companies (Accounts) Rules, 2014, is appendedherewith as Annexure3 to the Board's Report.
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 aterm of 5 (five) years, to hold office from the conclusion of the 43rd AGM heldon July 23, 2021, till the conclusion of the 48th AGM.
The Auditors' Report on the financial statements of the Company for theFinancial Year ended March 31, 2025, is unmodified i.e. it does not containany qualification, reservation or adverse remark or disclaimer. The Auditors'Report is enclosed with the financial statements forming part of theIntegrated Annual Report.
The Cost Records of the Company are maintained in accordance withthe provisions of Section 148(1) of the Companies Act, 2013 as specifiedby the Central Government. The Cost Audit Report, for the Financial Yearended March 31, 2024, was filed with the Central Government withinthe 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 theaudit of Company's cost records for the Financial Year ended March 31,2025. The Cost Auditors will submit their report for the Financial Year 2024¬25 on or before the due date.
The Board, based on the recommendation of the Audit Committee,has appointed M/s. Rao, Murthy & Associates, Cost Accountants (FirmRegistration Number 000065) as the Cost Auditors of the Company toconduct the audit of Company's cost records for the Financial Year 2025-26.The Cost Auditors have confirmed that their appointment is within the limitsof Section 141(3)(g) of the Companies Act, 2013 and have also certified thatthey are free from any disqualifications specified under Section 141(3) andproviso to Section 148(3) read with Section 141(4) of the Companies Act,2013. The Audit Committee has also received a certificate from the CostAuditors certifying their independence and arm's length relationship withthe Company.
In accordance with the provisions of Section 148 of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules, 2014, since theremuneration payable to the Cost Auditor is required to be ratified by theMembers, the Board recommends the same for approval by Members at theensuing 47th AGM of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 andrules prescribed thereunder read with applicable provisions of the SEBIListing Regulations, M/s. V. Sreedharan & Associates, Practicing CompanySecretaries (holding Peer Review Certificate No. 5543/2024) were appointedto conduct the secretarial audit of the Company for the Financial Year 2024¬25. The Secretarial Audit Report for the Financial Year 2024-25 does notcontain any qualification, reservation or adverse remark or disclaimer and isappended herewith as Annexure 4 to the Board's Report.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations,Biocon Biologics Limited, an unlisted material subsidiary of the Companyundertook the secretarial audit for the Financial Year 2024-25. The SecretarialAudit Report for the Financial Year 2024-25 given by M/s. V. Sreedharan &Associates, Practicing Company Secretaries is appended herewith asAnnexure 4A of the Board's Report.
Pursuant to the SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 datedNovember 11, 2024, the Annual Secretarial Compliance Report for theFinancial Year 2024-25, issued by M/s. V. Sreedharan & Associates, PracticingCompany Secretaries has been submitted with the stock exchanges whereshares of the Company are listed, within the stipulated timeline.
Further, in compliance with Regulation 24A of SEBI Listing Regulations,as amended, the Board of Directors, based on the recommendation ofthe Audit Committee, has appointed M/s. V. Sreedharan and Associates,Practicing Company Secretaries, as the Secretarial Auditors of the Companyfor a term of 5 (five) consecutive years commencing from Financial Year2025-26 till Financial Year 2029-30, at a proposed annual secretarial auditfees of ' 2,50,000 (Rupees Two Lakhs and Fifty Thousand only) payable inone or more tranches, plus applicable taxes, and reimbursement of out-of¬pocket expenses as may be incurred in connection with performing thesecretarial audit of the Company. The said appointment is subject to theapproval of the Members at the ensuing 47th AGM of the Company.
During the year, the statutory auditors have not reported to the AuditCommittee any material fraud on the Company by its officers or employees
under Section 143(12) of the Companies Act, 2013, the details of whichneed to be provided in this report.
The Risk Management Committee ('RMC') of the Board oversees theEnterprise Risk Management process as defined in the Risk ManagementPolicy. On a quarterly basis, the RMC reviews the risk assessment reportand deliberates upon the aspects such as risk identification, prioritizationbased on impact and likelihood of occurrence, effectiveness of mitigationplans, emerging risks etc. All key risks from risk register are assessed in detailat least once a year. Overall re-assessment of all risks as per risk register iscarried out annually and changes made to the register basis the internal/external factors. Risk register covers risks across categories such as sector-specific, geo-political, strategic, regulatory, statutory, IT, Sustainability/ ESG,Catastrophic, and critical executional/ operational risks.
During the year under review, major focus areas by RMC includes cybersecurity, data privacy and governance, increasing geo-political concernsand their impact on supply chain, product portfolio selection, and highcompetitor pressure.
The Company has laid down guidelines, processes and structures, whichenable implementation of appropriate internal financial controls across theorganisation. Such internal financial controls encompass key activities orprocedures adopted by the Company for ensuring the orderly and efficientconduct of business, including adherence to its policies, safeguarding ofits assets, prevention and detection of frauds and errors, the accuracy andcompleteness of accounting records and the timely preparation of reliablefinancial information. Internal controls put in place are process-level manualcontrols, application level controls (i.e. controls residing in IT applicationsincluding the ERP applications wherein the transactions are approved andrecorded), ITGC controls and Entity-level controls such as Code of conduct,ABAC, Whistleblowers, etc.
The Company is staffed by experienced and qualified professionals who playan important role in designing, implementing, maintaining and monitoringour internal control systems. Independent review and self-certificationmechanisms are put in place to ensure that such control systems areadequate and are operating effectively on an ongoing basis. A quarterlyupdate on Internal controls health is reported to the Audit Committee.
Periodic internal audits are carried out by the Internal Auditors of theCompany to provide reasonable assurance of internal control effectivenessand advise the Company on industry-wide best practices. The AuditCommittee, consisting of Independent Directors, reviews important issuesraised by the internal and statutory auditors regularly and the status ofrectification measures to ensure that risks are mitigated appropriately ona timely basis.
The Vigil Mechanism as envisaged in the Companies Act, 2013, the rulesprescribed thereunder and the SEBI Listing Regulations is implementedthrough the Whistle Blower Policy of the Company to enable the Directors,employees and all stakeholders (internal and external) of the Company toreport genuine concerns, to adequately safeguard against victimisation ofpersons who use such mechanism and make provision for direct access tothe Chairperson of the Audit Committee.
The Company has also launched a Speak-Up Hotline facility accessibleto all employees across the globe. This Hotline allows our people to raiseconcerns about any kind of business or employee misconduct and seekclarification, while remaining anonymous if they choose.
The Integrity Committee ('ICO comprising of the CEO, CFO and HR Headoversees 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 keyinvestigations to the Audit Committee.
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 accountingstandards have been followed along with proper explanation relatingto material departures;
b. they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and lossof the Company for that period;
c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the Company andfor 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 internalcontrols framework established by the Company, which wereadequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequateand operating effectively.
The statement containing particulars of employees in terms of Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014forms part of this report and is appended herewith as Annexure 5 to theBoard's Report.
The statement containing particulars in terms of Section 197(12) ofthe 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 ofthe Company at www.biocon.com.
However, considering the first proviso to Section 136(1) of the CompaniesAct, 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 theCompany during business hours on working days of the Company up to
the date of the ensuing AGM. Any Member(s) interested in obtaining a copythereof, may write to the secretarial team of the Company in this regard.
The Company drives social and economic inclusion for underservedand marginalized communities through the Biocon Foundation, BioconAcademy and strategic partnerships with like minded organizations (bothprivate and government).
During the year, the Company undertook several key Corporate SocialResponsibility ('CSR') initiatives, including the following: (a) EnvironmentSustainability- Supporting the development of a sustainable urban publictransport system to reduce carbon emissions and enhance urban mobility;(b) Promoting Education- Advancing healthcare and research infrastructureand fostering high-end talent in the biopharma sector through specializedlearning programs; (c) Promoting Healthcare- A community centric &technology driven model offering primary healthcare services, focusingon non-communicable diseases and also involved in rural developmentinitiatives.
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 monitorsand oversees various CSR initiatives and activities of the Company. Ason March 31, 2025, the CSR & ESG Committee comprises of Naina LalKidwai (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 thedisclosures as per Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, is appended herewith as Annexure 6. The Policy onCorporate Social Responsibility and Annual Action Plan have been uploadedon the website of the Company and is available at https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
The Company has in place a Policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment ofWomen at Workplace(Prevention, Prohibition and Redressal) Act, 2013. An Internal ComplaintsCommittee ('ICC') has been set up to redress complaints received regardingsexual harassment. All employees (permanent, contractual, temporary,trainees) are covered under this Policy. The Policy is gender neutral.
During the financial year under review, 5 (five) complaints with allegationsof sexual harassment were filed and all 5 (five) complaints were disposed-offand no complaint is pending for closure as per the timelines of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
Pursuant to the provisions of Section 124(5) ofthe Companies Act, 2013, readwith the Investor Education and Protection Fund Authority (Accounting,Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaidor 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 theCompany to the Investor Education and Protection Fund ('IEPF'), establishedby the Central Government. Further, as per IEPF Rules, the shares on whichdividend has not been paid or claimed by the Members for 7 (seven)consecutive years or more shall also be transferred to the demat accountof the IEPF Authority. Further, as per Rule 6(8) of IEPF Rules, all benefits suchas bonus shares, split, consolidation except rights issue, accruing on shareswhich are transferred to IEPF, shall also be credited to the demat account ofthe IEPF authority.
During the year ended March 31,2025, the Company has transferred unpaidand unclaimed dividends of Rs. 6,67,233 for the Financial Year 2016-17 and50,018 corresponding equity shares on which dividends were unclaimedfor 7 (seven) consecutive years were transferred as per requirements of theIEPF Rules.
As on March 31,2025, Mayank Verma, Company Secretary of the Companywas the Compliance Officer under Biocon Insider Trading Code framedunder the SEBI (Prohibition of Insider Trading) Regulations, 2015 as well asthe Nodal Officer of the Company for the purposes of verification of claimsand coordination with IEPF Authority pursuant to the IEPF Rules.
Consequent to the resignation of Mayank Verma effective from close ofbusiness hours of April 14, 2025, Mukesh Kamath, Interim Chief FinancialOfficer acts as the Compliance Officer under Biocon Insider Trading Codeand is also appointed as Nodal Officer of the Company effective from April15, 2025 for the purposes of verification of claims and coordination withIEPF Authority pursuant to the IEPF Rules.
There are no significant and material orders passed during the year by theregulators, courts or tribunals impacting the going concern status andCompany's operations in the future.
None of the Directors of the Company are disqualified as per the provisionsof Section 164(1) and (2) of the Companies Act, 2013. The Directors havemade necessary disclosures, as required under various provisions of theCompanies Act, 2013, and the SEBI Listing Regulations.
No material changes and commitments affecting the financial position ofthe Company have occurred between March 31,2025, and the date of thisreport.
The Company continues to be a pioneer biopharmaceutical Companyengaged in manufacturing active pharmaceutical ingredients andformulations, including biosimilar drugs for diabetics, oncology andautoimmune diseases with sales in markets across the globe.
There has been no change in the nature of the business of the Company.
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 ofthe Company at https://www.biocon.com/investor-relations/shareholder-services/annual-general-meeting/
In terms of Section 118(10) of the Companies Act, 2013, the Company hascomplied 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 theBoard of Directors', respectively, as specified by the Institute of CompanySecretaries of India ('ICSI') and approved by the Central Government.
The details of the policies approved and adopted by the Board as requiredunder the Companies Act, 2013, SEBI Listing Regulations, and otherapplicable laws, are provided in Annexure 7 to this Board's Report.
a. There are no proceedings initiated/pending against the Companyunder the Insolvency and Bankruptcy Code, 2016, which materiallyimpact the business of the Company; and
b. There were no instances where the Company required the valuationfor one time settlement or while taking the loan from the Banks orFinancial institutions.
We request all the shareholders to support the 'Green Initiative' of theMinistry of Corporate Affairs and Biocon's continuance towards a greenerenvironment by enabling the service of the Integrated Annual Report, AGMNotice, and other documents electronically to your email address registeredwith your Depository Participant/ the Registrar and Share Transfer Agent ofthe Company.
In support of the 'Green Initiative', the Company encourages Membersto register their email addresses with their Depository Participant or theRegistrar and Share Transfer Agent of the Company to receive soft copiesof the Annual Report, Notices and other information disseminated by theCompany, on a real-time basis without any delay.
We place on record our appreciation for the committed services by everyMember of the Biocon family globally whose contribution was significantto the growth and success of the Company. We would like to thank all ourclients, partners, vendors, investors, bankers and other business associatesfor their continued support and encouragement during the year.
We also thank the Government of India and Malaysia, Government ofKarnataka, 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 ofPharmaceuticals, Department of Scientific and Industrial Research, Ministryof Corporate Affairs, Central Board of Indirect Taxes and Customs, IncomeTax Department, CSEZ and all other regulatory agencies for their assistanceand cooperation during the year and look forward to their continuedsupport in the future.
For and on behalf of the BoardSd/-
Bengaluru Kiran Mazumdar-Shaw
May 08, 2025 Executive Chairperson
DIN:00347229