Your Board of Directors is pleased to present the 48th (Forty-Eighth) Annual Report on the business and operations, along with the audited standalone andconsolidated financial statements and the Auditor's Report of the Company, for the Financial Year ended March 31,2026.
Financial Highlights
Particulars
Standalone
Consolidated
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
22,993
13,696
Non-controlling interest
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 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.
Integration of Biocon Biologics Limited with theCompany
During the year, the Company carried out a comprehensive evaluation ofmultiple strategic options for Biocon Biologics Limited ('BBL), a materialsubsidiary of the Company, including an Initial Public Offering of its equityshares and other corporate restructuring alternatives including its mergerwith the Company. After careful consideration of key parameters such asstrategic alignment, sectoral dynamics, shareholder value creation, andother relevant data, the Company took the decision to fully integrate BBLwith the Company through the acquisition of minority stakes in BBL whichrepresented the most efficient and value-accretive path forward for theCompany thereby transforming it into a leading global biopharmaceuticalenterprise. As on March 31,2026, the Company holds ~99% stake in BBL ona 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 BBL's paid up equityshare capital on fully diluted basis from remaining shareholders of BBL, postwhich BBL will become a wholly-owned subsidiary of the Company.
State of Affairs
The highlights of the Company's Consolidated Financial performance areas under:
Ý During the year, our consolidated income registered a growth of 5%to ' 172,695 million from ' 164,699 million in FY25. From a segmentperspective, Generics recorded an annual growth of 5%, Biosimilarsgrew by 16% and CRDMO registered a growth of 3%.
Ý Core operating margins (EBITDA margins net of licensing, forex andR&D) stood at 29%.
Ý Profit for the year including non-controlling interest stood at ' 3,688million compared to ' 14,294 million for FY25.
Ý The effective tax rate (ETR) for the year before the exceptional item was21% (23% in FY25).
Exceptional items for FY26 (Consolidated):
Ý ' 965 million of expenses due to implementation of the Labour Code,reflecting changes in employee benefit obligations.
Ý ' 1,842 million of gain arising from remeasurement of derivativeliability pursuant to the Share Swap and Share Purchase Agreement(SSPA) with Mylan Inc.
Ý ' 2,102 million of expenses relating to advisory and legal consultancyservices, hedging premiums, bridge financing costs, additional financecosts for lender settlements, and write off of recoveries related to theViatris transaction.
Ý ' 1,372 million of expenses towards integration of the Company andBBL, including employee severance, consultant fees, and acceleratedEmployee Stock Option Plan/ Restricted Stock Unit costs.
Ý Termination benefits of '304 million recorded by SyngeneInternational Limited.
Ý Provision of ' 762 million on certain inventory.
Ý Settlement cost of ' 291 million on a litigation matter by a subsidiary.
Ý Fair value loss of ' 75 million on investment in equity shares of IndianFoundation for Quality Management ('IFQM').
Corporate Events:
Ý During the period, the Company raised funds through the issuanceand allotment of listed Commercial Papers (CPs) on a privateplacement basis, comprising ' 6,000 million in April 2025, ' 18,000million in December 2025, and ' 2,000 million in January 2026. TheCPs aggregating ' 6,000 million were fully bought back in September2025, while the remaining CPs aggregating ' 20,000 million were fullybought back in January 2026.
Further, the Company, in April 2025, fulfilled its payment obligationsand fully redeemed the listed CPs (issued and allotted by the Companyin January 2025) amounting to ' 5,700 million.
Ý The Company, in June 2025, raised an amount aggregating to' 45,000 million through Qualified Institutions Placement by allotmentof 136,363,635 Equity Shares of ' 5 each to the Qualified InstitutionalBuyers at the issue price of ' 330 per Equity Share which includes adiscount of ' 10.20 per Equity Share (3% of the floor price of ' 340.20Equity Share) to the floor price, i.e. at a premium of ' 325 per EquityShare.
Ý 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 IndiaAlternative Investment Trust AIF Scheme - 2 ('Goldman Sachs') of facevalue of ' 10,000,000 each.
Further, the Company, in May 2026 exercised its right of conversion ofthe aforesaid OCDs into Equity Shares of BBL of face value of ' 10 each.
Ý The Company, in October 2025, made an early full redemption of1,07,000 Unlisted, Secured, Rated, Redeemable, Non-ConvertibleDebentures ('NCDs') of face value of ' 100,000/- each, aggregating to' 10,700 million, issued and allotted by the Company to Kotak SpecialSituation Fund on private placement basis in February 2023.
Ý The Company, in January 2026, issued and allotted 171,279,553Equity Shares of the Company of ' 5 each on preferential basis to (a)Mylan Inc.; (b) Serum Institute Life Sciences Private Limited; (c) TataCapital 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 ashare-swap arrangement.
Ý The Company, in January 2026, made an early full redemption of50,000 Unlisted, Secured, Rated, Redeemable Non-ConvertibleDebentures ('NCDs') of face value of ' 1,00,000/- each, aggregatingto ' 5,000 million issued and allotted by the Company to ESOF IIIInvestment Fund and Edelweiss Alternative Asset Advisors Limited onprivate placement basis in May 2023.
Ý The Company, in January 2026, raised an amount aggregating to' 41,500 Million through Qualified Institutions Placement by allotmentof 112,664,585 Equity Shares of ' 5 each to the Qualified InstitutionalBuyers at the issue price of ' 368.35 per Equity Share which includes adiscount of ' 19.39 per Equity Share (5% of the floor price of ' 387.74)to the floor price, i.e. at a premium of ' 363.35 per Equity Share.
Ý 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 IndiaAlternatives Limited (formerly known as Edelweiss Alternative AssetAdvisors Limited) (collectively referred to as 'Edelweiss') of face valueof ' 10/- each aggregating to ' 3,000 Million.
Further, the Company, in May 2026 exercised its right of conversionof the aforesaid CCDs of BBL into Equity Shares of BBL of face value of' 10 each.
Ý The Company, in January 2026, acquired 14,36,69,382 equity shares ofBBL from Mylan Inc. against cash consideration of USD 400 million, in 2(two) tranches.
The highlights of the Company's Standalone Financial performance are asunder:
Ý Revenue from operations for FY26 stood at ' 23,464 million comparedto ' 22,426 million in FY25. Other income for FY26 amounted to' 3,197 million as against ' 2,423 million in FY25.
Ý Core operating margins (EBITDA margins net of licensing, impact offorex, R&D and dividend from subsidiaries) was 26% as compared to20% in the previous Financial Year.
Ý Profit before tax and exceptional items stood at ' 2,661 millioncompared to ' 534 million in FY25. Increase in standalone profit ismainly due to sales increase and decrease in finance cost on accountof repayment of borrowings taken in relation to investments made inBBL.
Ý Profit for the year stood at ' 372 million as compared to ' 6,093 millionin FY25 after deducting the exceptional expenditure of amount' 2,151 million mainly on account of strategic corporate action of theCompany 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 subsidiaryand 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, 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 the
consolidated 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 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 31,2026, BPL reported total revenueof ' 8,712 million and net loss of ' 882 million against revenue of ' 9,825million and net profit of ' 823 million in FY25.
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, 2026, BPI registered a totalrevenue of ' 8,210 million and net profit of ' 223 million against the totalrevenue of ' 8,962 million and net profit of ' 115 million in FY25.
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, 2026, BPUK registered totalrevenue of ' 239 million and net profit of ' 6 million against total revenue of' 247 million and net profit of ' 10 million in FY25.
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 31,2026, BPIL has not commenced its commercial operations.During the Financial Year ended March 31,2026, BPIL reported loss of ' 1million against loss of ' 1 million in FY25.
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, 2026, BPML recorded totalrevenue of ' 4 million and reported net profit of ' 2 million against totalrevenue of ' 1 million and no loss in FY25 and BPMIL recorded total revenueof ' 715 million and reported a profit of ' 17 million against total revenue of' 242 million and profit of ' 4 million in FY25.
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 market witha focus on opportunities in the United States and Europe.
During the Financial Year ended March 31,2026, BGI recorded total revenueof ' 717 million and net loss of ' 519 million against revenue of ' 196 millionand net loss of ' 53 million in FY25.
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, 2026, BBSL reported totalrevenue of ' 500 million and net loss of ' 774 million against revenue of' 130 million and net loss of ' 186 million in FY25.
Biocon Academy spearheads the Biocon Group's CSR initiatives in technicaland professional education. Established in 2013 as a Centre of Excellencefor Advanced Learning in Biosciences, the Academy leverages Biocon'sextensive industry experience and subject matter expertise, in partnershipwith international academic collaborators such as Keck Graduate Institute,Claremont, California (USA), and leading domestic partners includingBITS Pilani, JSS AHER, Ramaiah College of Arts and Science, and IBAB.Through these collaborations, Biocon Academy delivers industry orientedadvanced learning and skill building programs for the pharmaceuticaland biotechnology sectors. Dedicated exclusively to industry focusedbiosciences education, the Academy's programs aim to empower lifesciences and engineering graduates with advanced knowledge, industrialproficiency and job ready skills essential for successful careers in the biotechindustry.
Biocon SA ('BSA') is a wholly owned subsidiary of the Company, incorporatedon April 21, 2008, pursuant to a certificate of incorporation issued by theCompanies Register of the Canton of Jura, under the laws of Swiss Code ofObligations. BSA is primarily engaged in identifying and developing novelmolecules into commercial products or licensable assets through strategicpartnerships.
During the Financial Year ended March 31, 2026 BSA has other income of' 25 million against other income of ' 19 million in FY25.
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 31,2026, Biocon FZ LLC earned ' 366 millionin revenue and reported net profit of ' 8 million against revenue of ' 302million and net profit of ' 89 million in FY25.
Syngene International Limited (Syngene), subsidiary of the Company, isone of India's largest integrated Contract Research, Development andManufacturing Organizations (CRDMOs), operating at global scale with aone-stop platform for drug discovery, development and manufacturing.Syngene serves a diverse customer base spanning pharmaceutical,biotechnology, animal health, consumer goods and specialty chemicalindustries, as well as academic institutions, non-profit organizations andgovernment agencies.
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 Syngene's clients are based in the US and Europe for whomSyngene plays an important role as part of their outsourcing strategies.
Incorporated in 1993, Syngene is listed on the National Stock Exchange ofIndia Limited and BSE Limited. With a workforce of over 8,300 employees,including more than 5,700 scientists, Syngene combines deep scientificexpertise, an experienced management team and strong governanceoversight through an independent Board of Directors. Its capabilitiesspan multiple modalities, including small molecules, peptides, biologics,antibody-drug conjugates ('ADCs') and oligonucleotides, enabling supportacross the entire value chain from discovery through commercial-scalemanufacturing. Syngene's integrated CRDMO model is designed to providecustomers with seamless access to end-to-end scientific and manufacturingcapabilities through flexible partnership structures ranging from specialistservices to long-term strategic collaborations. Syngene combines quality,technology and talent to deliver reliable execution, strong compliance andoperational excellence. A fully digitized quality organization, together with astrong regulatory track record, supports robust data integrity and consistentoutcomes for customers worldwide.
Guided by a governance framework focused on transparency, accountabilityand long-term value creation, Syngene is also advancing responsiblebusiness practices across its operations and value chain, with a focus onresource efficiency, safety and positive community outcomes.
During the Financial Year ended March 31,2026, Syngene posted standalonerevenue of ' 34,907 million against revenue of ' 34,438 million in FY25 andstandalone net profit of ' 3,049 million against standalone net profit of' 4,680 million in FY25.
During the Financial Year ended March 31, 2026, Syngene postedconsolidated revenue growth of 3% to ' 38,094 million against revenue of' 37,142 million in FY25 and consolidated net profit of ' 3,167 million againstconsolidated net profit of ' 4,962 million in FY25.
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 31,2026, Syngene USA Inc. reportedtotal revenue of ' 1,082 million and net loss of ' 93 million against totalrevenue of ' 959 million and net profit of ' 38 million in FY25.
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 31,2026, SSSL reported total revenueof ' 4,255 million and net profit of ' 211 million against total revenue of' 3,345 million and net profit of ' 244 million in FY25.
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.
During the Financial Year ended March 31, 2026, SMSL reported totalrevenue of ' 1 million and reported no loss against total revenue of ' 1million and no loss in FY25. SMSL is yet to commence the operations.
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 the Company, is a unique, fully integrated, leading globalbiosimilars Company committed to transforming healthcare and patientlives by enabling affordable access to high quality biologics worldwide. Itis leveraging cutting-edge science, innovative tech platforms, global scalemanufacturing capabilities and world class quality systems to lower the costof lifesaving biologics and improve health outcomes.
BBL has commercialized eleven biosimilars in several key Emerging Marketsas 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 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, 2026, BBL posted standalonerevenue of ' 41,286 million against standalone revenue of ' 45,484 millionin FY25 and standalone net loss of ' 6,961 million against standalone netprofit of ' 8,309 million in FY25.
During the Financial Year ended March 31, 2026, BBL posted consolidatedrevenue growth of 5% to ' 106,162 million against consolidated revenue of' 101,444 million in FY25 and consolidated net loss of ' 7,719 million againstconsolidated net profit of ' 8,896 million in FY25. Adjusting for divestmentgain like to like, increase in revenue stands at 17%, driven by robust growthin the core business across Advanced and Emerging markets.
Biocon Biologics International Limited ('BBIL') which was incorporated inthe United Kingdom in March 2016 is a wholly owned subsidiary of BBL.Effective April 01, 2025, BBIL has transferred its business to BBUK PLCthrough Business Transfer Agreement ('BTAfi.
During the Financial Year ended March 31,2026, BBIL reported total revenueof ' 100 million and net loss of ' 20 million in FY26 against total revenue of' 13,854 million and net profit of ' 1,414 million in FY25.
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 theglobe. During the year BBUK PLC has undertaken the business of BBIL andBBGP PLC through Business Transfer Agreement ('BTA') effective from April01,2025 and November 01,2025 respectively.
During the Financial Year ended March 31, 2026, Biocon Biologics UK PLCreported total revenue of ' 47,966 million and net loss of ' 2,527 millionin against total revenue of ' 31,502 million and net loss of ' 4,117 millionin FY25.
Biocon Biologics Ireland Limited ('BBIRL') is a wholly owned subsidiary ofBBIL registered in Ireland. BBIRL undertakes biosimilars businesses w.r.tAdalimumab, Etanercept and Aflibercept.
During the Financial Year ended March 31,2026, BBIRL reported the revenueof ' 33,744 million and net loss of ' 1,713 million against the revenue of' 31,088 million and net loss of ' 688 million in FY25.
Biocon Sdn. Bhd., Malaysia ('BSB'), is a wholly owned subsidiary of BBIL,incorporated 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 analogs.
During the Financial Year ended March 31, 2026, BSB reported revenuefrom operations of ' 17,397 million and net profit of ' 1,599 million againstrevenue from operations of ' 15,563 million and net profit of ' 371 millionin FY25.
Biocon Biologics Healthcare Malaysia Sdn. Bhd., Malaysia ('Biocon HealthcareMalaysia') is a wholly owned subsidiary of BBIL, 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 FY26.
Biocon Biologics Inc ('BBI') is a wholly owned subsidiary of BBIL, incorporatedon November 12, 2019 and registered in the State of Delaware, UnitedStates of America. BBI was established with an objective to undertake allthe activities relating to pharmaceuticals, biopharmaceuticals and biologicsproducts, i.e. commercialization, distribution etc. in the USA and othergeographies.
During the Financial Year ended March 31,2026, BBI reported total revenueof ' 43,177 million and net profit of ' 1,098 million against total revenue of '34,846 million and net profit of ' 975 Million in FY25.
Biocon Biologics Do Brasil Ltda, Brazil ('BBDBL') is a wholly owned subsidiaryof BBIL, incorporated on August 17, 2020 and registered in Brazil. BBDBLwas 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, 2026, BBDBL reported revenuefrom inter-company cross charge of ' 510 million and net profit of ' 19million against revenue from inter-company cross charge of ' 276 millionand net loss of ' 14 million in FY25.
Biocon Biologics FZ-LLC, UAE ('BBFL') is a wholly owned subsidiary ofBBIL, 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, 2026, BBFL reported revenuefrom inter-company cross charge of ' 156 million and net profit of ' 10million against the revenue from inter-company cross charge of ' 204million and net profit of ' 10 million in FY25.
Biocon Biologics Canada Inc. ('BBCI'), is a wholly owned subsidiary ofBBIL, incorporated on March 20, 2023 and registered in Ontario, Canada.BBCI 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, 2026, BBCI reported revenue of' 3,129 million and net profit of ' 81 million against revenue of ' 2,566million and net profit of ' 67 million in FY25.
Biocon Biologics Germany GmbH ('BBGG'), is a wholly owned subsidiaryof BBIL with effect from March 29, 2023, registered in Frankfurt, Germany.BBGG was set up 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, 2026, BBGG reported revenueof ' 13,684 million and net profit of ' 172 million against revenue of ' 6,584million and net profit of ' 124 million in FY25.
Biocon Biologics France S.A.S ('BBFSAS'), is a wholly owned subsidiaryof BBIL, 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, 2026, BBFSAS reported revenueof ' 7,521 million and net profit of ' 7 million against revenue of ' 6,728million and net profit of ' 81 million in FY25.
Biocon Biologics Spain S.L.U ('BBSSLU'), is a wholly owned subsidiary ofBBIL, 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, 2026, BBSSLU reported revenueof ' 823 million and net profit of ' 15 million against revenue of ' 871 millionand net profit of ' 15 million in FY25.
Biocon Biologics Switzerland AG ('BBSAG'), is a wholly owned subsidiary ofBBIL, incorporated on April 25, 2023 and registered in Zurich, Switzerland.BBSAG 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 31,2026, BBSAG reported revenue of' 373 million and net profit of ' 11 million against revenue of ' 191 millionand net profit of ' 8 million in FY25.
Biocon Biologics Belgium BV ('BBBV'), is a wholly owned subsidiary ofBBIL, incorporated on April 28, 2023 and registered in Kraainem, Belgium.BBBV 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, 2026, BBBV reported revenuefrom inter-company cross charge of ' 285 million and net profit of ' 11million against revenue from inter-company cross charge of ' 265 millionand net profit of ' 9 million in FY25.
Biocon Biologics Finland OY ('BBFOY'), is a wholly owned subsidiary ofBBIL, 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 31,2026, BBFOY reported revenuefrom inter-company cross charge of ' 97 million and net profit of ' 4 million
against revenue from inter-company cross charge of ' 88 million and netprofit of ' 4 million in FY25.
Biocon Biologics Morocco S.R.L ('BBM'), is a wholly owned subsidiary ofBBIL, 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, 2026, BBM reported revenuefrom the inter-company cross charge of ' 297 million and net profit of' 24 million against revenue from the inter-company cross charge of ' 210million and net profit of ' 16 million in FY25.
Biocon Biologics Greece SINGLE MEMBER PC. ('BBGSMPC), is a whollyowned subsidiary of BBIL, 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, 2026, BBGSMPC reportedrevenue of ' 1,094 million and net profit of ' 16 million against revenue of' 888 million and net profit of ' 13 million in FY25.
Biocon Biologics South Africa (PTY) Ltd. ('BBSA'), is a wholly owned subsidiaryof BBIL, 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.
During the Financial Year ended March 31, 2026, BBSA reported revenuefrom the inter-company cross charge of ' 34 million and net profit of ' 3million against revenue from the inter-company cross charge of ' 35 millionand net profit of ' 2 million in FY25.
Biocon Biologics (Thailand) Co., Ltd. ('BBTCL'), is a wholly owned subsidiaryof BBIL, 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, 2026, BBTCL reported revenuefrom the inter-company cross charge of ' 64 million and net profit of ' 4million against revenue from the inter-company cross charge of ' 32 millionand no profit in FY25.
Biocon Biologics Philippines, Inc. ('BBPI'), is a wholly owned subsidiary ofBBIL, 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, 2026, BBPI reported revenuefrom the inter-company cross charge of ' 113 million and net profit of' 4 million against revenue from the inter-company cross charge of ' 106million and net profit of ' 4 million in FY25.
Biocon Biologics Italy S.r.l ('BBISRL'), is a wholly owned subsidiary ofBBIL, incorporated on December 27, 2023 and registered in Italy. BBISRLwas 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, 2026, BBISRL reported revenuefrom the inter-company cross charge of ' 131 million and net profit of ' 4million against revenue from the inter-company cross charge of ' 50 millionand net profit of ' 2 million in FY25.
Biocon Biologics Croatia LLC ('BBCL), is a wholly owned subsidiary ofBBIL, 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, 2026, BBCL reported revenuefrom the inter-company cross charge of ' 126 million and net profit of ' 6million against revenue from the inter-company cross charge of ' 47 millionand net profit of ' 2 million in FY25.
Biocon Biologics Global PLC ('BBGP') was incorporated as wholly ownedsubsidiary of BBIL on July 19, 2024, registered in London, United Kingdom.BBGP was established with an objective to undertake activities such ascommercialisation, sale and distribution etc. related to pharmaceuticals,biopharmaceuticals and biologics products. BBGP has raised USD 800million by allotment of US dollar denominated senior secured notes (the'Notes'). The Notes are listed on Singapore Exchange Securities TradingLimited ('SGX-ST'). Proceeds from the issue of the Notes were utilized bythe Group to refinance the existing debt of the group. Effective November01,2025, BBGP has transferred its business to BBUK PLC through BusinessTransfer Agreement ('BTA').
During the Financial Year ended March 31, 2026, BBGP reported revenueof ' 6,909 million and net profit of ' 150 million against revenue of ' 6,338million and net profit of ' 102 million in FY25.
NeoBiocon FZ LLC ('NB') is a joint venture based in Dubai, United Arab viajoint venture agreement dated January 10, 2008, incorporated pursuant toa certificate of incorporation issued by the Registrar of Companies of DubaiClusters Authority, under the laws of Dubai Technology & Media Free ZonePrivate Companies Regulations, 2003. NB was established as a market entityfor the pharmaceutical products to target markets in the Middle East andGCC.
During the Financial Year ended March 31, 2026, NB reported nil revenueand net loss of ' 6 million as against nil revenue and net loss of ' 153 million
Further, the Company has, from time to time, invested in Special PurposeVehicles (SPVs) across six renewable energy projects for procurement ofrenewable energy under group captive and captive models, comprisingboth solar (50 Megawatt) and wind (34 Megawatt) power projects. Theseinvestments are made in line with the regulatory framework governingcaptive power generation, including maintaining the prescribed equityshareholding to qualify for captive status. The Company does not exercisesignificant influence over these SPVs, and the investments are primarilyaimed at securing long-term renewable energy supply and supporting itsdecarbonization objectives.
In line with the Dividend Distribution Policy of the Company, your Board ofDirectors recommends a final dividend of ' 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 bepaid to those Members whose names appear in the Register of Membersas on close of Friday, July 03, 2026 (being the Record date for the purposeof determining the entitlement of Members to receive dividend for FY26).The total dividend payout will be approximately ' 810 million subject to theadjustments if any, on account of further issuance of shares by the Companybefore the record date in respect of the preferential issue as approved byBoard of Directors at its meeting held on May 07, 2026, subject to theapproval of the 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, 2026.
During the year under review, there have been the following changes in theshare capital of the Company:
a. Following the approval of the Members through resolution passedon June 04, 2025 vide Postal Ballot, the authorised share capital ofthe Company was increased from ' 6,250,000,000/- divided into1,250,000,000 Equity Shares of ' 5/- each to ' 7,000,000,000/- dividedinto 1,400,000,000 Equity Shares of ' 5/- each.
b. The Company on June 19, 2025, raised an amount aggregating to' 45,000 million through Qualified Institutions Placement by allotmentof 136,363,635 Equity Shares of ' 5 each to the Qualified InstitutionalBuyers at the issue price of ' 330 per Equity Share which includesa discount of ' 10.20 per Equity Share (3% of the floor price of' 340.20) to the floor price, i.e. at a premium of ' 325 per Equity Share.Pursuant to the aforesaid Qualified Institutional Placement of EquityShares, the paid-up Equity Share Capital of the Company increasedfrom ' 6003,000,000 comprising of 1,200,600,000 Equity Shares to' 6,684,818,175 comprising of 1,336,963,635 Equity Shares of ' 5 each.
c. Following the approval of the Members at an Extra-Ordinary GeneralMeeting held on December 31, 2025, the authorised share capitalof the Company was increased from ' 7,000,000,000/- divided into
1,400,000,000 equity shares of ' 5/- each to ' 9,000,000,000/- dividedinto 1,800,000,000 Equity Shares of ' 5/- each.
d. The Company on January 05, 2026, issued and allotted 171,279,553Equity Shares of ' 5 each on a preferential basis to (a) Mylan Inc.; (b)Serum Institute Life Sciences Private Limited; (c) Tata Capital GrowthFund II; and (d) Activ Pine LLP ('Selling Shareholders') as considerationfor acquisition of 261,917,480 Equity Shares of BBL, from the SellingShareholders. Pursuant to the aforesaid preferential allotment of EquityShares, the paid-up Equity Share Capital of the Company increasedfrom ' 6,684,818,175 comprising of 1,336,963,635 Equity Shares of ' 5each to ' 7,541,215,940 comprising of 1,508,243,188 Equity Shares of '5 each.
e. The Company on January 14, 2026, raised an amount aggregating to' 41,500 Million through Qualified Institutions Placement by issue andallotment of 112,664,585 Equity Shares of ' 5 each to the QualifiedInstitutional Buyers at the issue price of ' 368.35 per Equity Share whichincludes a discount of ' 19.39 per Equity Share (5% of the floor priceof ' 387.74) to the floor price, i.e. at a premium of ' 363.35 per EquityShare. Pursuant to the aforesaid Qualified Institutions Placement ofEquity Shares, the paid-up Equity Share Capital of the Company standsincreased from ' 7,541,215,940 comprising of 1,508,243,188 EquityShares of ' 5 each to ' 8,104,538,865 comprising of 1,620,907,773Equity Shares of ' 5 each.
The share capital of the Company as on March 31,2026, is as follows:
Amount in '
Authorized Equity Share Capital(Equity shares of ' 5/- each)
9,000,000,000
Paid up Equity Share Capital(Equity shares of ' 5/- each)
8,104,538,865
Human Resource Development
At Biocon, people are fundamental to translating scientific excellence intoglobal impact. As the Company accelerates its global ambitions, it continuesto invest in attracting and retaining high-calibre talent, building a workforcethat is diverse, inclusive, and future-ready. The Company's focus remains oncreating an environment that drives collaboration, builds critical capabilitiesand enables sustained growth at scale. The total headcount of the Companyas on March 31, 2026 is 3,269.
Management's Discussion and Analysis
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.
Corporate Governance
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 requisite
certificate 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.
Business Responsibility and Sustainability Reporting('BRSR')
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSRReport for the year under review forms part of this Integrated Annual Report.
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 for theFinancial Year ended March 31,2026.
Employee Stock Option Plan ('ESOP')
The Board of Directors of the Company formulated the Biocon EmployeesStock Option Plan, 2000 (hereinafter referred to as the 'ESOP Plan)),administered by the Biocon India Limited Employees Welfare Trust ('ESOPTrust') 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 also formulated the 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 supervisionof the NRC. The RSU Plan 2020 is designed to drive performance towardsachieving the Board approved strategic objectives for the Financial Years2020-24. The RSU Plan 2020 covers key employees who, by virtue oftheir roles, influence the accomplishment of the strategic objectives. TheCompany has discontinued granting RSUs and does not plan to issue anyfurther grants under this RSU Plan 2020 in the future.
The Company also formulated the Biocon Restricted Stock Unit Long TermIncentive Plan FY 2025-29 (hereinafter referred to as 'the RSU Plan 2025'),administered by the ESOP Trust under the instructions and supervisionof the NRC. The RSU Plan 2025 is designed to drive performance towardsachieving common goals and delivering on key initiatives measuredthrough revenue, profits, cashflow & return on capital, shareholder valuecreation for the Financial Years 2025-29. This RSU Plan 2025 covers keyemployees who, by virtue of their roles, influence the accomplishment ofthe strategic objectives.
During the year, total of448,460, 73,449 and 690,086 shares were transferredfrom the ESOP Trust to the eligible employees under the Company'sprevailing ESOP Plan, RSU Plan 2020 and RSU Plan 2025, respectively.
As on March 31, 2026, the ESOP Trust cumulatively held 1,400,398 equityshares of the Company under the ESOP and RSU Plans of the Company.
The applicable disclosures as stipulated under the SEBI SBEB & SE Regulationsas on March 31,2026, are appended as Annexure 2 to the Board's Report. Thedetails of the ESOP and RSU Plans form part of the notes to accounts of theFinancial Statements in this Integrated Annual Report. The Company hasreceived a certificate from the Secretarial Auditors of the Company, that theESOP and RSU Plans have been implemented in accordance with SEBI SBEB
& SE Regulations and the resolutions passed by the Members. The certificatewould be placed at the AGM for inspection by the Members.
During the year ended March 31, 2026, there has been no change in theCompany's ESOP and RSU Plans and they all are in compliance with SEBISBEB & SE Regulations.
The Board of Directors of the Company, based on the recommendation ofthe Nomination and Remuneration Committee, and subject to approval ofthe 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 eligibleemployees of the Company and its subsidiaries. The proposed Plan hasbeen designed to drive performance towards achieving the Board approvedstrategic objectives from time to time, to motivate the key Employees tostay, contribute and have long-term expectations in line with performanceat organisation level. Necessary resolution for approval of the Membersforms part of the Notice of the ensuing AGM.
Deposits
The Company has not accepted any deposit, including from the public, andas such no amount of principal and interest was outstanding as at March31, 2026.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under the provisionsof Section 186 of the Companies Act, 2013 form part of the notes to theFinancial Statements provided in this Integrated Annual Report.
Policy on Directors' Appointment and Remuneration
The Company's policy on Appointment and Remuneration of Directors,Key Managerial Personnel and Other Employees focuses on having anappropriate mix of Executive, Non-Executive and Independent Directorsto maintain the independence of the Board and separate its functions ofgovernance and management. Assessment and appointment of Directorsto the Board are based on a combination of criteria that includes ethics,personal and professional stature, domain expertise, gender diversity andspecific qualifications required for the position.
For the purpose of selection of any Director, the NRC identifies persons ofintegrity who possess relevant expertise, experience and leadership qualitiesrequired for the position. A potential board member to be appointed asIndependent Director is also assessed based on independence criteriadefined 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 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. The Policy provides an underlyingbasis and guide for human resource management thereby aligning plansfor strategic growth of the Company 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. There has not been any change inthe policy during the year under review.
Board Diversity
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/.
Declaration by Independent Directors
All the 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) of the 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) Rules,2014, which mandated the inclusion of an Independent Director's namein the data bank of the Indian Institute of Corporate Affairs for a period ofone 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, 2013 readalong with the Rules made thereunder and the SEBI Listing Regulations andare independent of the Management.
Board Evaluation
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 to ensure that the Board and Boardlevel Committees are functioning effectively and demonstrating goodgovernance. In a block of every 3 (three) Financial Years, the Board evaluationis done by an external agency. For the current Financial Year 2025-26, theBoard had undertaken this exercise through self-evaluation questionnaires.The evaluation process focused on Board dynamics and other aspectstowards Board effectiveness. The process involved the evaluation of allthe Directors including the Chairperson, the Managing Director and ChiefExecutive Officer, Board Committees and the Board as a whole.
The evaluation was carried out based on the criteria and frameworkapproved by the NRC. A detailed disclosure on the parameters and the
process of Board evaluation has been provided in the Report on CorporateGovernance, which forms part of this Integrated Annual Report.
As on March 31, 2026, 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.
In order to facilitate integration of BBL with the Company making thecombined organisation a unified Global Biopharmaceutical Leader, thefollowing 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 theCompany 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 toapproval 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 theNon-Executive Non-Independent Director of the Company, liable toretire by rotation, with effect from August 01,2026, to the Members ofthe 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, asthe Independent Directors of the Company for a term commencingfrom August 01,2026 till the conclusion of 50th AGM of the Companyto be held in the year 2028, to the Members of the Company throughpostal ballot.
As per the provisions of the Companies Act, 2013 and Articles of Associationof the Company, Eric Mazumdar (DIN: 09381549), Non-Executive Non¬Independent 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, theMembers of the Company, at the 47th AGM of the Company, approvedre-appointment of Naina Lal Kidwai (DIN: 00017806) as an IndependentDirector for a second term of 5 (five) consecutive years commencing fromdate of the 47th AGM i.e. August 08, 2025 till August 07, 2030 (both daysinclusive).
The Members at the 45th AGM held on August 11, 2023, approved theappointment of Rekha Mehrotra Menon (DIN: 02768316) as an Independent
Director of the Company w.e.f. July 26, 2023, for a term commencingfrom July 26, 2023 till the conclusion of 48th AGM to be held in the year2026. Accordingly, the Board of Directors, based on the recommendationof NRC, recommended re-appointment of Rekha Mehrotra Menon asan Independent Director for a second term of 5 (five) consecutive yearscommencing from date of the ensuing 48th AGM i.e. August 06, 2026 tillAugust 05, 2031 (both days inclusive), to the Members of the Companythrough postal ballot.
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.
Siddharth Mittal (DIN: 03230757) stepped down from the position ofManaging Director and Chief Executive Officer (and Key ManagerialPersonnel) of the Company w.e.f. close of business hours of March 31,2026to transit into another leadership role within the Biocon Group.
The Board placed on record its deep gratitude and appreciation for hisextensive contribution and stewardship during his tenure at Biocon.
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 Officerand Rajesh U. Shanoy, Company Secretary & Compliance Officer.
During the year under review, Mayank Verma, Company Secretary and KeyManagerial Personnel of the Company resigned with effect from the closeof business hours of April 14, 2025. Further, Ekta Agarwal was appointedas the Interim Company Secretary and Key Managerial Personnel of theCompany with effect from July 10, 2025. Thereafter, Rajesh U. Shanoy wasappointed as the Company Secretary and Key Managerial Personnel ofthe Company with effect from September 10, 2025 and accordingly EktaAgarwal ceased to be the Interim Company Secretary and Key ManagerialPersonnel of the Company with effect from the close of business hours ofSeptember 09, 2025.
In order to facilitate integration of BBL with the Company making thecombined organisation a unified Global Biopharmaceutical Leader, thefollowing changes have taken place:
a. Mukesh Kamath resigned from the position of Interim Chief FinancialOfficer and Key Managerial Personnel of the Company with effect fromthe close of business hours of March 31,2026, to take up another rolewithin the Biocon Group.
b. Kedar Narayan Upadhye, Chief Financial Officer and Key ManagerialPersonnel of BBL, was appointed as the Chief Financial Officer and KeyManagerial 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 ofthe Company with effect from April 01,2026.
As on March 31,2026, Kiran Mazumdar-Shaw, Executive Chairperson of theCompany, has also been the Non-Executive Chairperson of Syngene andExecutive Chairperson of BBL, both being subsidiaries of the Companyand 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 theapproval 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 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 31,2026, 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
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
* Siddharth Mittal ceased to be the Member of the Committee(s) w.e.f. close of businesshours of March 31, 2026.
Meetings of the Board
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 orat ad-hoc meetings.
During the Financial Year 2025-26, the Board met 12 (twelve) times on April04, 2025, April 23, 2025, May 08, 2025, June 26, 2025, July 09, 2025, August07, 2025, September 09, 2025, October 01, 2025, November 1 1, 2025,December 06, 2025, February 12, 2026 and March 27, 2026. 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.
Particulars of Contracts or Arrangements made withRelated Parties
There were no materially significant related party transactions enteredbetween the company, directors, management and their relatives. All thecontracts/ arrangements/ transactions entered by the Company withthe related parties during the Financial Year 2025-26 were in the ordinarycourse of business and on an arm's length basis, and whenever requiredthe Company has obtained necessary approvals as per the policy of theCompany on related party transactions.
Accordingly, there are no contracts or arrangements with related partieswhich are required to be disclosed under Section 134(3)(h) read withSection 188(1) of the Companies Act, 2013 in Form AOC-2 for Financial Year2025-26 and, hence, the same does not form 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.
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 theCommercial Paper Programme of the Company.
CRISIL Ratings Limited ('CRISIL'), vide its letter dated June 17, 2025, reaffirmedthe 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, reaffirmedthe rating at '[ICRA]AA (Stable)/ [ICRA]A1 ' for the long-term/short-termfacilities of the Company.
India Ratings and Research, vide letter dated December 09, 2025, hasassigned/affirmed the rating at 'IND AA /Stable/IND A1 ' for bank loanfacilities and 'IND A1 ' for Commercial papers of the Company. Further, ithas 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 theCompany.
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 short¬term bank facilities of the Company.
The particulars as prescribed under Section 134(3)(m) of the CompaniesAct, 2013, read with the Companies (Accounts) Rules, 2014, is appended asAnnexure 3 to the Board's Report.
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 Auditorsof the Company, for a term of 5 (five) consecutive years till conclusion ofthe 43rd AGM. Subsequently, B S R & Co. LLP, Chartered Accountants werere-appointed as the Statutory Auditors of the Company for a second termof 5 (five) consecutive years, to hold office from the conclusion of the 43rdAGM held on July 23, 2021, till the conclusion of the 48th AGM to be heldin financial year 2026. Accordingly, their second term ends at the ensuing48th AGM.
In this regard, the Audit Committee and the Board of Directors haverecommended the appointment of S. R. Batliboi & Associates LLP, CharteredAccountants, having Firm Registration No. 101049W/E300004 as StatutoryAuditors of the Company for a term of 5 (five) years to hold office from theconclusion of this ensuing 48th AGM till conclusion of the 53rd AGM to beheld in financial year 2031, to the Members at the ensuing 48th AGM. TheCompany has received consent letter along with eligibility certificate fromthe proposed Statutory Auditors. Necessary resolution for approval of theMembers forms part of the Notice of the ensuing AGM.
The Auditors' Report on the financial statements of the Company for theFinancial Year ended March 31, 2026, 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, 2025, was filed with the Central Government withinthe prescribed time. The Board, based on recommendation of the AuditCommittee, 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 31,2026. The Cost Auditors will submit their report for the Financial Year 2025¬26 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 2026¬27. The Cost Auditors have confirmed that their appointment is withinthe limits of Section 141(3)(g) of the Companies Act, 2013 and have also
certified that they are free from any disqualifications specified underSection 141(3) and proviso to Section 148(3) read with Section 141(4) of theCompanies Act, 2013. The Company has also received a certificate from theCost Auditors certifying their independence and arm's length relationshipwith 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 theremuneration payable to the Cost Auditor is required to be ratified by theMembers, the Board recommends the same for approval by Members at theensuing 48th AGM of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 andrules prescribed thereunder and Regulation 24A of SEBI Listing Regulations,as amended, M/s. V. Sreedharan and Associates, Practicing CompanySecretaries, (holding Peer Review Certificate No. 5543/2024) are appointedas the Secretarial Auditors of the Company for a term of 5 (five) consecutiveyears commencing from Financial Year 2025-26 with approval of theMembers at the 47th AGM of the Company held on August 08, 2025. TheSecretarial Audit Report for the Financial Year 2025-26 does not contain anyqualification, reservation or adverse remark or disclaimer and is appendedas 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 2025-26. The SecretarialAudit Report for the Financial Year 2025-26 given by M/s. V. Sreedharan &Associates, Practicing Company Secretaries is appended as Annexure 4A ofthe Board's Report.
During the year, the statutory auditors have not reported to the AuditCommittee any fraud on the Company by its officers or employees underSection 143(12) of the Companies Act, 2013, the details of which need to beprovided in this report.
The Company has a Risk Management Committee ('RMC') of the Board,chaired by one of the Independent Directors, to oversee the spectrum oforganizational risks diligently and assists the Board of Directors in timelyidentification, assessment and mitigation of risks (i.e. financial, operational,strategic, regulatory, statutory, reputational, and others) faced by theCompany. The RMC, inter alia, has overall responsibility for monitoringand approving the enterprise risk management framework and effectivelymonitors these risks etc.
The RMC primarily assist the Board in:
Ý Monitoring and reviewing the Risk Management framework andperforms such other functions as may be defined and delegated bythe Board and as mandated by applicable laws and regulations, inforce from time to time.
Ý Timely identification, evaluation, assessment, and mitigation of variouscategories of risks encountered by the Company.
Ý Quarterly review of critical risks and effectiveness of mitigation actionsalong with its impact on the overall risk exposure of the Company. Allthe critical risk areas are re-evaluated at least once a year.
In line with the above, the Board of Directors has endorsed a comprehensiveRisk Management Policy and Charter. The Enterprise Risk Management('ERM') process is governed by the Company's Risk Management Policy.
The Company has established a comprehensive global ERM Framework toidentify, evaluate, prioritise, adequately respond to and manage key risksthat could impact the strategic and operational goals. Risks are categorizedusing a standardized taxonomy and appropriately documented in a riskregister.
The ERM team collaborates with the functional and regional heads,to periodically update the risk register, assessing the effectiveness ofmitigation plans and providing periodic updates to the RMC. The team alsoprovides support and consultancy role in facilitating implementation of riskmanagement and related matters across the organisation.
During the year the focus areas of the RMC included review of risk andmitigation related to financial risks, regulatory approvals, commercial risks,infotech & cybersecurity, ESG risks and compliance risks which were criticalfor the organisation's success.
Internal Financial Control
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,Anti-Bribery & Anti-Corruption policy, Whistleblower policy, etc.
The Company is staffed by experienced and qualified professionals whoplay an important role in designing, implementing, maintaining andmonitoring our internal control systems. Control self-certification andreview mechanisms are put in place to ensure that such control systemsare adequate and are operating effectively on an ongoing basis. A quarterlyupdate on Internal controls 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.
Vigil Mechanism
The Vigil Mechanism, as envisaged under the Companies Act, 2013, the rulesprescribed thereunder and the SEBI Listing Regulations, is implementedthrough the Company's Whistle Blower Policy to enable the Directors,Employees and all Stakeholders of the Company to report genuine concernsrelating to unethical behaviour, actual or suspected fraud, or violation of theCompany's Code of Conduct. The Policy also provides adequate safeguardsagainst victimization of people who use such mechanisms and makesprovision for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases.
The Company adheres to uncompromising integrity in the conduct of itsbusiness and strictly abides by well-accepted norms of ethical, lawful andmoral conduct. It has zero tolerance for any form of unethical conduct orbehaviour.
The Whistle Blower Policy of the Company is available on the Company'swebsite 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 employeesacross the globe. This Hotline allows to raise concerns about any kind ofbusiness or employee misconduct and seek clarification, while remaininganonymous if they choose.
The Integrity Committee ('IQ comprising of the CFO, Global Head - GRCand HR Head oversees the investigation and reporting of suspectedunethical practices, grievances and whistleblower complaints received. TheIC assesses these concerns, takes corrective actions and presents quarterlysummaries 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 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.
Particulars of Employees
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 as Annexure 5 to the Board'sReport.
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 second proviso to Section 136(1) of theCompanies Act, 2013, the Integrated Annual Report, excluding the aforesaidinformation, is being sent to the Members of the Company and othersentitled thereto. The said information is available for inspection by Membersat the registered office of the Company during business hours on workingdays of the Company up to the date of the ensuing AGM. Any Membersinterested in obtaining a copy thereof, may write to the secretarial team ofthe Company in this regard.
Corporate Social Responsibility
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 advanced its Corporate Social Responsibility('CSRO agenda through focused initiatives aligned with its strategic priorities,including: (a) Environmental Sustainability - supporting the development ofthe Biocon-Hebbagodi Metro Station on the Yellow Line of Namma Metroto reduce carbon emissions, enhance urban mobility, and improve qualityof life, and (b) Promoting Education—through Biocon Academy, whichdelivers short term, industry aligned programs that bridge the gap betweenacademia and industry, including newly launched programs addressingemerging 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 monitorsand oversees various CSR initiatives and activities of the Company. Ason March 31, 2026, the CSR & ESG Committee comprised 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 as Annexure 6. The Policy on CorporateSocial Responsibility and CSR projects approved by Board of Directors havebeen 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 objectivesset by the Company as well as the applicable statutory requirementsnotified by the Ministry of Corporate Affairs through the Companies Act,2013. The Policy also aims to establish boundaries for acceptable behaviourand guidelines for the best practices in CSR & ESG related initiatives asapplicable. There has not been any change in the Policy during the yearunder review.
Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013
Biocon is dedicated to fostering a workplace that is safe, inclusive, andfree from harassment, bias, or victimization, irrespective of an individual'sgender, 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 ordiscrimination. To support this commitment, Biocon has constituted anInternal Complaints Committee ('ICC') as required under the aforesaidAct to address complaints and promote awareness of workplace sexual
harassment issues in a fair and confidential manner. The Policy is genderneutral.
During the financial year under review, 11 (eleven) complaints withallegations of sexual harassment were filed and all 11 (eleven) complaintswere disposed-off and no complaint is pending for closure as per thetimelines of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 as on March 31, 2026. Further, duringthe financial year under review, no complaints were pending for more thanninety days.
Compliance of the provisions relating to the MaternityBenefit Act, 1961
During the financial year under review, the Company is compliant with theprovisions relating to the Maternity Benefit Act, 1961. The Company has alsoextended leaves and flexi working hours after legally approved maternityleaves.
Transfer of Unpaid and Unclaimed Amounts to InvestorEducation 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') alldividends which remain unpaid or unclaimed for a period of 7 (seven) yearsfrom the date of their transfer to the unpaid dividend account are requiredto be transferred by the Company to the Investor Education and ProtectionFund (IEPF), established by the Central Government. Further, as per IEPFRules, the shares on which dividend has not been paid or claimed by theMembers for 7 (seven) consecutive years or more shall also be transferredto the demat account of the IEPF Authority. Further, as per Rule 6(8) of IEPFRules, all benefits such as bonus shares, split, consolidation except rightsissue, accruing on shares which are transferred to IEPF, shall also be creditedto the demat account of the IEPF authority.
During the year ended March 31,2026, the Company has transferred unpaidand unclaimed dividends of ' 540,372 for the Financial Year 2017-18 and21,509 corresponding equity shares on which dividends were unclaimedfor 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 ofverification of claims and coordination with the IEPF Authority pursuant tothe IEPF Rules with effect from close of business hours on April 14, 2025.Thereafter, Mukesh Kamath, being the Interim Chief Financial Officer of theCompany, was appointed as the Nodal Officer of the Company with effectfrom April 15, 2025. Thereafter, with effect from September 10, 2025, RajeshU. Shanoy, has been appointed as the Company Secretary and the NodalOfficer of the Company.
Significant and Material Orders
There are no significant and material orders passed during the year by theregulators, courts or tribunals impacting the going concern status and theCompany's operations in the future.
Statutory Disclosures
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.
Material Changes and Commitments
No material changes and commitments affecting the financial position ofthe Company have occurred between March 31,2026, and the date of thisreport.
Change in Nature of Business
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.
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 ofthe Company at https://www.biocon.com/investor-relations/shareholder-services/annual-general-meeting/.
Secretarial Standards issued by the Institute of CompanySecretaries of India
In terms of Section 118(10) of the Companies Act, 2013, the Companyhas complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to the 'Meetings of the Board' and 'General Meetings', respectively,as specified by the Institute of Company Secretaries of India ('ICSI') andapproved by the Central Government.
Corporate Codes and Policies
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.
Other Disclosures
a. There are no proceedings initiated/pending against the Companyunder the Insolvency and Bankruptcy Code, 2016; and
b. There was no instance of one-time settlement with Banks or FinancialInstitutions. Therefore, the reasons of difference in the valuation at the
time of one-time settlement and valuation done while taking loanfrom the Banks or Financial Institutions are not reported.
Green Initiative
We request all the Members to support the 'Green Initiative'of the Ministry ofCorporate Affairs and Biocon's continuance towards a greener environmentby enabling the service of the Integrated Annual Report, AGM Notice,and other documents electronically to your email address registered withyour Depository Participant/ the Registrar and Share Transfer Agent of theCompany.
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 copies ofthe Integrated Annual Report, Notices and other information disseminatedby the Company, on a real-time basis without any delay.
Acknowledgement
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, USA, Brazil and Malaysia,Government of Karnataka, Government of Telangana, Government ofAndhra 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 IndustrialResearch, Ministry of Corporate Affairs, Central Board of Indirect Taxesand Customs, Income Tax Department, CSEZ, Drugs Controller General ofIndia and all other regulatory agencies for their assistance and cooperationduring the year and look forward to their continued support in the future.
For and on behalf of the Board
Sd/-
Bengaluru Kiran Mazumdar-Shaw
May 07, 2026 Executive Chairperson
DIN:00347229