Biocon 24
Biocon 24
CIN : L24234KA1978PLC003417
www.biocon.com
BIO/SECL/EA/2024-25/55
To, To,
The Manager The Manager
BSE Limited National Stock Exchange of India Limited
Department of Corporate Services Corporate Communication Department
Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex
Dalal Street, Mumbai – 400 001 Mumbai – 400 050
Scrip Code – 532523 Scrip Symbol – Biocon
Dear Sir/Madam,
Subject: Notice of the 46th Annual General Meeting and Integrated Annual Report for the FY 2023-24.
This is further to our letter dated May 16, 2024, intimating that the 46th Annual General Meeting (‘AGM’)
of the Company will be held on Friday, August 09, 2024 at 3:30 P.M. (IST) through Video Conferencing
(‘VC’) / Other Audio Visual Means (‘OAVM’) in compliance with applicable Circulars issued by the Ministry
of Corporate Affairs (MCA) and the Securities and Exchange Board of India (‘SEBI’).
Pursuant to the provisions of Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), please find enclosed the Notice of 46th AGM
and Integrated Annual Report (BRSR, GRI and ESG Data Book is a supplement to the Integrated Annual
Report) of the Company for the FY 2023-24. The same are also made available on the website of the
Company at www.biocon.com.
In compliance with the applicable Circulars issued by MCA and SEBI, the Notice of the 46th AGM along
with the Integrated Annual Report for the FY 2023-24 are being sent only through electronic mode to
those Members whose email IDs are registered with the Company/ Depositories.
Thanking You,
Yours faithfully,
For Biocon Limited
MAYANK Digitally signed by
MAYANK VERMA
_______________
Mayank Verma
Company Secretary and Compliance Officer
Membership No.: ACS 18776
Enclosed: Information at a Glance, Integrated Annual Report, BRSR, GRI & ESG Data Book and 46th AGM
Notice
46th Annual General Meeting of Biocon Limited - Information at a Glance
Scope and Boundary 13: Climate Action. We have also aligned to publicly update any forward-looking
The Report includes information the organization to the principles outlined statements, whether as a result of new
on global operations of Biocon Limited in SDG 5: Gender Equality, SDG 8: Decent information, future events, or otherwise.
representing the Generics and Novel Work and Economic Growth, and SDG 9:
Biologics segments, Biocon Biologics Industry, Innovation and Infrastructure. Assurance Statement
Limited representing the Biosimilars Moreover, we are focusing out CSR We have received limited assurance
segment and Syngene International activities on SDG 1: No Poverty; SDG from Emergent Ventures India Private
Limited representing the Research 4: Quality Education; SDG 10: Reduced Limited (Moderate Level Type 2 as per
Services segment, including their joint Inequalities; SDG 11: Sustainable Cities AA1000AS Standard) dated July 11, 2024
ventures, subsidiaries and acquisitions, and Communities; SDG 15: Life on Land; for the non-financial disclosures, ESG data
for the period from April 1, 2023 to March and SDG 17: Partnerships for the Goals. and BRSR (Core) indicators. The detailed
31, 2024. The reporting boundary further assurance statement is provided within
extends to include factors that impact the Responsibility Statement the supplementary data book. Financial
Company’s ability to create value. The FY24 Integrated Annual Report statements have been independently
provides a comprehensive perspective assured by B S R & Co. LLP as of May 16,
Aligning Business Practices on both our financial and non-financial 2024.
with SDGs achievements, demonstrating our
commitment to delivering value to all Feedback
As a part of our commitment to
sustainable business practices, our stakeholders. The Board of Directors For Shareholders
operations are aligned with 14 of the confirm that the content of this report Company Secretary and Compliance
17 Sustainable Development Goals has been developed under the guidance Officer
(SDGs). Our core focus, which is to of the Company’s senior leadership, with co.secretary@biocon.com
manufacture and deliver quality and support from various business functions.
The content, including estimations, For Institutional Investors, Brokerage
affordable biopharmaceuticals to Firms and Financial Analysts
patients, impacts SDG 3: Good Health forecasts and forward-looking statements,
is based on current performance and Head, Investor Relations
and Wellbeing. As we strive to broaden
information, without considering external investor.relations@biocon.com
the reach of our biosimilars and generics,
we strive to mitigate our impact on the influences or changes in the socio- For Media & Others
environment in line with SDG 6: Clean economic or natural landscape. Further,
Global Head of Communications and
Water and Sanitation; SDG 7: Affordable market data cited in the report is sourced
Corporate Brand, Biocon Group
and Clean Energy, SDG 12: Responsible from published reports and internal
Group.Communications@biocon.com
Consumption and Production, and SDG assessments. We undertake no obligation
147
AWARDS AND
RECOGNITIONS
39 66
C NTENTS
VALUE FINANCIAL
MAXIMIZATION CAPITAL
4
FY24
THROUGH
PRUDENT &
EFFICIENT CAPITAL
ALLOCATION
Our Value Creation
Five-Year Financial
Summary
Financial Q&A
74
AT A GLANCE Model
MANUFACTURING
CAPITAL
7 85
INTELLECTUAL
CAPITAL
44
ABOUT BIOCON
GROUP
96
Generics Business
Biosimilars Business
153 234
Research Services SUSTAINABILITY
Business STRATEGY
Novel Biologics HUMAN CAPITAL
50
Business
Our Global Presence STATUTORY FINANCIAL
REPORTS STATEMENTS
22 GOVERNANCE,
ETHICS AND
COMPLIANCE
110
NATURAL CAPITAL
Board’s Report
Management
Discussion & Analysis
Corporate Governance
Report
Standalone
Financial
Statements
Consolidated
Financial
Biocon: Board of Statements
LEADERSHIP Directors Business Responsibility
MESSAGES & Sustainability Report UNGC Alignment
124
Biocon Biologics: Board (BRSR)*
Chairperson’s Message of Directors
Biocon Group CEO’s Syngene: Board of
Message Directors
Biocon Limited CEO’s
60
Message SOCIAL & SUPPLEMENTARY DATA BOOK*
Biocon Biologics CEO’s RELATIONSHIP BRSR • GRI Index • ESG Data Book
Message CAPITAL *A Supplementary Data Book is being released
Syngene CEO’s with the Integrated Annual Report that includes
Message
RISK BRSR, GRI Index & ESG Data Book
MANAGEMENT
FY24
at a Glance
Financial Highlights (H million, except EPS)
Business
Revenue
Contribution
Non-Financial Highlights
Environmental
70% 79%
Water Recycled or Waste Disposed
Reused through Circularity
Social
Governance
About
Biocon Group
As a global frontrunner in the boundaries to deliver breakthrough
biopharmaceuticals industry, the Biocon innovations to patients. Through these
Group has dedicated itself to providing key business verticals, we strive to play our
high-quality, cost-effective medicines to part in the global healthcare landscape,
patients around the world. bringing impactful solutions to those who
need them the most.
In November 2023, Biocon celebrated
45 years of creating exponential and Cutting-edge science, large-scale
enduring value for all its stakeholders, manufacturing capacity and a global
while significantly impacting patients’ commercial footprint allow Biocon to
health. Guided by a strong sense of make lifesaving medicines accessible to
purpose, Biocon utilizes its affordable patients worldwide, at affordable price
innovation model to address global health points. At the same time, the Group
disparities. entities are efficiently deploying capital
and optimizing resources to make an
At Biocon, we are steadfast in our
enduring impact on the health of patients,
commitment to enable health equity
the planet, and the business.
worldwide by providing affordable access
to essential and lifesaving therapeutics.
We fulfill this mission through our three Our Vision
principal businesses. To enhance global healthcare
through innovative and affordable
Our Generics vertical, managed by Biocon biopharmaceuticals for patients, partners,
Limited, is dedicated to manufacturing and healthcare systems across the globe.
and supplying affordable generic bulk
drugs and finished formulations. Biocon
Biologics develops, manufactures and
Our Values
commercializes biosimilars that provide Value creation through innovation and
affordable access to lifesaving biologic differentiation.
treatments and drive significant healthcare Quality through compliance and best
savings. practices.
The contract research, development Integrity and ethical behavior.
and manufacturing services delivered
by Syngene drive accelerated new Collaboration, teamwork and mutual
drug development, speed to market respect.
and cost efficiency for their clients. Our Performance-driven work culture.
Novel Biologics vertical pushes scientific
Generics Business
Ensuring Access through Quality,
Affordability, Reliability
Business Snapshot
Our Generics business, which started in the late
1990s with a fermentation-based, cholesterol
100+ countries. Our Generic Formulations
portfolio comprises 60+ products across
50+
APIs in portfolio
lowering statin API, Lovastatin, comprises a cardiology, oncology, immunology, and
growing portfolio of Active Pharmaceutical
Ingredients (APIs) as well as finished dosages.
Nearly three decades later, we continue to be
autoimmune indications. We have a long and
proud history of maintaining high standards of
quality and compliance, having received over
60+
Generic Formulations
the leading global manufacturer of statin and 90 cGMP approvals from various international in portfolio
immunosuppressant APIs. We forayed into regulatory bodies.
generic formulations in 2013, with a strategy
to forward integrate our in-house, complex
Biocon’s global commercial strategy combines
direct selling, licensing, and partnerships for
750+
Pharma companies
and differentiated APIs and move up the value
market expansion. served
chain, ensuring reliability of quality and supply
100+
to our customers and patients. We maintain a strong presence in the U.S.
with end-to-end control over APIs and Generic
Our APIs pipeline includes 50+ products,
Formulations, ensuring market share growth. Countries where
spanning cardiovascular, anti-diabetics,
immunosuppressants, and specialty molecules In Europe, we use a dual strategy - direct our generic APIs are
which has been further augmented to include presence in key markets and strategic supplied
oncology-based Highly Potent APIs (HPAPIs) partnerships for wider market coverage.
and peptides, particularly Glucagon-like
In Emerging Markets such as Latin America,
peptide-1 receptor agonists (GLP-1s), that
Middle East, North Africa and Asia, we leverage
address diabetes and weight management
a collaborative B2B business model.
and serve 750+ pharma companies across
Generics Business
#
Victoza®, Saxenda® are registered trademarks of Novo Nordisk A/S
*The International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use
Challenges Outlook
Key Growth Drivers
Pricing and demand pressure Continuing pricing pressures and supply challenges
Increasing market share in key APIs. notwithstanding, recent regulatory successes in peptides
of existing products and (GLPs), strategic partnerships in key markets, a robust
Reliance on China for
commercializing new products. pipeline, progress on capex projects, and a keen focus
important Key Starting Materials
on cost leadership, all augur well for the business’ future
New filings and approvals of our (KSMs) and Intermediates.
growth.
complex injectables, peptides
(GLPs) products in key markets. With increasing emphasis on supply reliability and
quality, we believe that the business is well positioned to
On-going capacity expansions. leverage its competitive advantages in the form of vertical
integration and a strong compliance record, to be a partner
of choice to our customers.
Biosimilars Business
Transforming Healthcare.
Transforming Lives.
Business Snapshot
Biocon Biologics is a unique, fully
integrated, global biosimilars company
track record of scientific excellence by
achieving many ‘firsts’ in the biosimilars
20
Biosimilars in
committed to transforming healthcare industry. portfolio
by enabling affordable access to high
quality biosimilars for millions of patients
worldwide. The Company specializes
in developing, manufacturing, and
The Company ranks among the world’s
Top 15 biomanufacturing companies
in terms of capacity and is among the
8
Biosimilars
leading insulin producers worldwide. commercialized
commercializing a differentiated and
Adherence to the highest quality
80+
comprehensive biosimilars portfolio
standards for biosimilars has led Biocon
including insulins, monoclonal antibodies
Biologics to obtain 80+ cGMP approvals
and conjugated recombinant proteins.
from international regulatory agencies. cGMP approvals
Biocon Biologics has commercialized
Following the successful integration of
eight biosimilars in key Emerging
Markets and Advanced Markets like U.S.,
Canada, Europe, Australia, and Japan. The
the global biosimilars business acquired
from Viatris, Biocon Biologics now has a
direct, on-ground commercial presence in
120+
Countries reached
Company has a portfolio of 20 biosimilar commercially
the U.S., Canada, 19 European countries,
assets across diabetology, oncology,
including the Top 5 European markets
immunology, ophthalmology, and other
(Germany, France, UK, Spain, Italy), and 8
non-communicable diseases. Biocon
other Emerging Market countries.
Biologics has established its credibility as
a leading biosimilars player with a proven
Biosimilars Business
People
Transformed into a more global and
diverse organization with employees
in 25+ countries representing 30+
nationalities and ethnicities.
Increased the proportion of women in
the workforce to 29% in FY24 from 24% in
FY23.
Achieved the lowest attrition in
4+ years.
Priorities Expand depth and breadth of Build “future ready” digital and
patient and customer reach. other capabilities across the value
chain.
Secure near-term U.S. FDA
approvals.
Challenges Outlook
Key Growth Drivers
Increased pricing pressure and Focus on leveraging the new vertically integrated
Increased market shares for competition in select markets. model to accelerate growth for existing products and
existing products. markets while simultaneously expanding geographical
footprint and preparing for new product launches to drive
sustainable and profitable growth
Near term launches in the
U.S. including bUstekinumab, Continue to invest in advancing and building a highly
bAspart and bBevacizumab. competitive product pipeline and expect R&D investments
to be in the range of 8 - 9% of revenues to drive mid to
Strengthen presence in top 5 long-term growth.
European markets: Germany,
France, UK, Spain, Italy.
Business Snapshot
Syngene is an integrated research,
development, and manufacturing services
company catering to various sectors
development, and manufacturing facilities,
Syngene collaborates with biotech
companies and multinationals like GSK,
5,600
Scientists
such as pharmaceuticals, biotechnology, Zoetis, and Merck KGaA, supporting their
nutrition, animal health, consumer goods,
and specialty chemicals. Syngene’s team
of over 5,600 scientists possesses the
pursuit of leading-edge science.
2
Million sq. ft., R&D
expertise and capability to deliver great and manufacturing
science, ensuring robust data security infrastructure
and high-quality manufacturing, at speed,
to improve time-to-market and lower
the cost of innovation. With dedicated 400+
Active clients
research facilities for Amgen, Baxter,
and Bristol-Myers Squibb, along with 2
million square feet of specialist discovery,
Challenges Outlook
Key Growth Drivers
Inflation, geopolitics, and Revenue growth in FY25
Enhanced capabilities in commercial manufacturing of recessionary pressures visible in expected to be in the range of
biologics. some regions of the world. high single digits to low double
digits with momentum building
Repeat and new business in the Development Services. up during the year.
Stable revenues in the Dedicated Centers business and EBITDA margin is expected to
good growth in the Discovery Services business. be similar to FY24 level of 31%;
Artificial Intelligence (AI) platforms that bring speed, with Profit after Tax (PAT) growth
accuracy, and novel solutions to our business. projected in single digits.
355
USD million, Total
funding raised from
investors by Bicara
Therapeutics.
Biocon Biologics Biocon & Biocon Biologics Biocon Biologics Biocon Biologics
Sao Paulo, Brazil Dubai, UAE Johor, Malaysia Manila, Philippines
C H A I R P E R S O N ’ S M E S S A G E
Dear Shareholders,
C H A I R P E R S O N ’ S M E S S A G E
B I O CO N G R O U P C E O ’ S M E S S A G E
A Journey of
Innovation and Growth
B I O CO N G R O U P C E O ’ S M E S S A G E
The central strategic rationale of the Today, following capability and capacity
acquisition is our view that a fully investments made over the past five years,
integrated biosimilars enterprise model, our Generics business is in a phase of
with end-to-end control of both its significant, rapid and exciting evolution
While each of value creation through development where we have clear visibility of two
Biocon Group’s and manufacturing and its value capture new high potential waves of growth.
three key businesses though distribution and commercialisation The first wave is already underway
has clear and with full line of sight to customers as we complement our strengths
differentiated and patients, has material and durable in manufacturing and selling Active
market strategies competitive advantage over models that Pharmaceutical Ingredients (APIs) in the
and opportunities, are ‘disintegrated’ or component plays. areas of statins, immunosuppressants
and oncology with the introduction of
they also share In FY24, Biocon Biologics completed the
a wide range of speciality formulations,
commonalities full operational transition and integration
both sterile and oral solid dose, creating
that provide a clear of the acquired business across more
a powerful vertically integrated and
basis for further than 120 countries, a complex and
expanded value chain opportunity.
synergistic value demanding exercise that was completed
one year ahead of schedule. At the same In the near to mid-term, as more products
unlocking and time, the business was able to maintain are launched, we expect the Generic
leverage. strong momentum for its commercialized Formulations business, which crossed the
products, crossing the USD 1 billion USD 100 million threshold in 2024, to grow
annual sales threshold and delivering rapidly and overtake the APIs business in
commendable market share growth terms of both revenues and profitability.
across its portfolio in the U.S., Europe, and
The second wave of growth will be
the Emerging Markets. This immediate
driven by our entry into peptides, and
market traction augurs well as we look
in particular, the glucagon-like peptide
to extend commercial reach and depth
(GLP) market opportunities. The advent of
with both existing products and with the
GLP drugs to address obesity, which has
introduction of new products from our
become a major global health crisis with
exciting development pipeline.
extensive co-morbidities including in areas
With eight biosimilars in the market and such as diabetes, cardiovascular, liver and
12 pipeline products, adding up to a kidney diseases, is generating a class of
portfolio of 20 assets, Biocon Biologics drugs expected to reach ~USD 100 billion
is well positioned to leverage its new in originator sales by 2028.
fully integrated enterprise model and
Biocon Generics has been strategically
capitalize on the rapidly expanding global
investing in GLP-related API and
biosimilars market, which is predicted
formulation capabilities and capacities
to quadruple between 2021 and 2030 ,
over the past five years and is now poised
benefiting from more than USD 200 billion
to begin commercialization as innovator
of originator biologics losing exclusivity.
GLP medicines start to lose their IP
exclusivity.
Biocon Limited: Small Molecule
Generic Medicines Gaining approval for our gLiraglutide GLP
Biocon’s small molecule Generics business in the UK in March represented another
is built on the foundation of its heritage Biocon landmark, as we became the
and differential expertise in fermentation first generic company globally to obtain
manufacturing technologies and has approval for a generic GLP medicine in a
been the cornerstone and catalyst of the major regulated market, and also provided
Company’s global ambitions for over two a strong signal of Biocon’s scientific
decades. prowess in developing and manufacturing
complex peptide drug/device products.
This augurs well for our extensive pipeline underpins Syngene’s ambitions in the fast- Commonalities in operations, for example
of future GLP and GLP combination growing biomanufacturing space. in purchasing and distribution supply
products. Looking forward, our focus chains, provide an opportunity for
In addition to robust underlying CDMO
will be on both building upon our exploiting economies of scale and driving
market fundamentals, two wider market
initial regulatory success, with multiple synergy benefits. Strategic convergences,
dynamics can further strengthen
additional product filings and approvals such as those in therapy areas focused
Syngene’s growth outlook.
in strategic markets planned, and on diabetes, obesity and oncology,
on executing and optimizing initial The first is the visibility of a return of early offer opportunities for collaboration
market launches which are expected to stage research and discovery funding in and value enhancement among shared
commence in the second half of FY25. We the U.S. biotech sector from U.S. venture customers. By coordinating efforts and
expect GLPs to become the key driver of capital (VC). In FY24, we witnessed a complementing each other’s strengths,
growth from FY26 onwards. sector-wide research services slowdown Biocon’s businesses can leverage these
resulting from U.S. venture funding synergies and multiply both commercial
To fully leverage value capture of these
contraction from which Syngene was value capture and the impact we are
high potential growth opportunities,
not immune. The return of VC funding making on global health.
our Generics business also focused on
provides the basis of an opportunity for a
expanding and strengthening its global
commercial footprint, building expanded
recovery to growth in Syngene’s Research Looking Ahead
Services arm. Biocon Group celebrated its 45th
reach and capability through both ‘direct
to market’ and ‘partnership’ models. The second market dynamic that can anniversary in 2023, a very proud
influence the broader sector outlook milestone reflecting over four decades
The Generics business, through the of bold, innovative, and determined
stems from recent policy directives
investments made in the last five years, evolution focussed on leveraging core
emerging from the U.S. Biosecure Act.
is now well positioned for a period of biopharmaceutical manufacturing and
These directives are likely to drive a shift
sustained growth. development expertise towards improving
in the balance of U.S. Contract Research
and Development Manufacturing equitable access and affordability of
Syngene: Contract Research, Organization (CRDMO) services away from medicines to patients globally.
Development and Manufacturing China. As a result, Syngene may find new As a Group, Biocon has always sought to
Services opportunities as U.S.-based and Western pursue new opportunities whilst building
With a proven history and consistently life sciences companies seek alternative on its differentiated core capabilities.
successful track record in small and large service providers. As we look forward, I believe the Group
molecule research and development is very well positioned to successfully
services, Syngene has recently invested Market fundamentals and potential
tailwinds present a promising outlook for continue this approach with strengthened
in strategically expanding its platform vertically integrated and globally scaled
capabilities into commercial-scale Syngene’s continued growth story.
business models and strong market
manufacturing, both small molecule growth fundamentals for each of its
chemical synthesis and large molecule Exploiting Synergies
businesses, presenting a clear and exciting
biomanufacturing. While each of Biocon Group’s three key
opportunity for sustained future growth.
businesses has clear and differentiated
This evolution comes at a time when market strategies and opportunities, In closing, I would like to acknowledge the
the global Contract Development and creating strength through diversification, tremendous contribution of all Bioconites
Manufacturing Organization (CDMO) they also share commonalities and working across our global geographies
market, valued at ~USD 82 billion in 2023, convergences that provide a clear basis whose skills, energy and commitment
is projected to grow at a CAGR of 15%, for further synergistic value unlocking and make possible all that we do.
reaching a market size of USD 165 billion leverage.
by 2028. Thank You.
Shared common heritages in
The strategic decade-long partnership Biocon’s technical, development and Sd/-
with Zoetis, along with the acquisition manufacturing expertise lie at the core of
of the Stelis manufacturing facility Peter Bains
each of the three businesses and present
in Bengaluru that will triple its multiple opportunities for inter-group Group CEO, Biocon Limited
biomanufacturing capacity, clearly collaboration and value enhancement. June 28, 2024
B I O CO N L I M I T E D C E O & M D ’ S M E S S A G E
A Year of
Strategic Expansion
Siddharth Mittal Dear Shareholders, The fiscal year under review, FY24, saw a
CEO & Managing Ever since our journey began 45 years robust performance at the Group level
Director ago, the Biocon Group has harnessed the with consolidated revenues growing by
Biocon Limited 35% to H156,212 million, led by a 58%
‘multiplier effect’ to maximize the value we
deliver to our customers, shareholders and growth in our Biosimilars business. The
other stakeholders. We have leveraged Research Services and Generics businesses
synergies between our businesses grew revenues by 9% and 1%, respectively.
to drive growth, accelerate scientific Net Profit of the Group, after exceptional
excellence and rapidly expand our global items, also reported a healthy 121%
engagement. All of which combine to growth to H10,225 million.
add momentum to our mission to make
high quality medicines accessible to more
patients across the world.
B I O CO N L I M I T E D C E O & M D ’ S M E S S A G E
Hyderabad facility for 13 products ended nephritis at the annual meetings of the along with our S&P Global ESG score rising
with no observations recorded. American Society of Nephrology and the from 52 to 63, stands testament to our
American College of Rheumatology. It also efforts in embedding sustainable practices
People Initiatives announced positive topline data from the throughout our operations. We also
Our people are our most valuable asset Phase 1b Study of Itolizumab in patients continued to feature on the DJSI Emerging
and I would like to now touch upon the with lupus nephritis. Markets index for the third consecutive
programs and initiatives that we ran year.
Equillium has entered into an Option and
during the year to help them excel and Asset Purchase agreement with Japan’s We will continue to accelerate our
achieve their career goals. Ono Pharmaceutical Co., Ltd, granting sustainability programs and initiatives in
We conducted an organization-wide them an exclusive option to acquire the years ahead.
survey to understand our employees’ Equillium’s rights to Itolizumab. Their
needs, concerns and aspirations more option decision is expected in the second Conclusion
clearly. As many as 91% of our employees half of calendar year 2024. During the last five years, we have built a
participated in the survey, with over 90% Biocon incubated Boston-based Bicara platform from which we can take Biocon
of them giving very positive feedback. This Therapeutics presented positive interim to the next level of growth and expansion.
is a strong indication of Biocon’s stature data from its ongoing, open-label Phase We have our strategies in place for the
as an employer of choice and a great 1/1b dose expansion study of BCA101, next five years and are well poised to
workplace. In FY24, Biocon transitioned at the European Society for Medical exploit the tremendous opportunities
into a Role-Based Organisation structure, Oncology (ESMO) Congress, evoking that exist in the market. In the year ahead,
for employees at level 12 and above, to strong investigator interest. we will strengthen our base business,
promote a more positive work culture and while we implement cost improvement
increase equity among roles. Bicara closed a Series B funding of USD initiatives and launch new products in
108 million and a Series C funding of important markets. We will leverage the
The year also saw our diversity score USD 165 million. Biocon’s shareholding in momentum we have gained from our
increasing with 17.6% of all employees Bicara has now been diluted to 14% and regulatory success in peptide and GLP-1
now being women, up from 14.7% in the Company is no longer considered an focused products to accelerate new
the previous year. What is even more associate company of the Biocon Group. product filings and approvals in strategic
encouraging is that close to 30% of
markets, that will deliver long-term growth
our women chose to take up positions ESG and unlock value for our shareholders.
in manufacturing and were placed in
Biocon’s Environmental, Social
operational roles. We also launched a Before I conclude, I must express my
and Governance (ESG) strategy is
talent development program to prepare appreciation of the Biocon team, whose
comprehensive and articulated in detail,
more women for leadership roles, as well committed and dedicated efforts enable
with definitive goals. It is one of our most
as a couple of flagship development us to deliver on our mission to maximize
important corporate priorities and we
programs to upskill identified talent on the reach of our medicines to patients.
have, accordingly, set ourselves targets
competencies and behaviors necessary to
for a reduction in GHG emissions (Scope I would also like to place on record my
prepare them for higher roles.
1&2) and freshwater consumption, as well gratitude and appreciation to you, our
as an increase in circular economy waste shareholders, for your sustained faith in
Novel Biologics management by achieving a Zero Waste Biocon as we actively work to accelerate
Biocon’s novel assets target autoimmune to Landfill status within the next five years. the Company’s continued growth and
diseases and cancer. In 2017, we licensed I am happy to report that we are making expansion.
Itolizumab, the world’s first novel anti-CD6 progress on these fronts. Our Bengaluru
monoclonal antibody, to Equillium for Yours Sincerely
sites achieved their highest renewable
specific markets. Itolizumab is now being power utilization averaging 91% for the full
developed by them for severe immune- Sd/-
year, and out of the total waste generated,
inflammatory diseases, including acute about 83% is disposed of as circular waste Siddharth Mittal
Graft-Versus-Host Disease (aGVHD) and with the balance disposed of as linear
systemic lupus erythematosus/lupus CEO & Managing Director
waste, across sites. Biocon Limited
nephritis. Equillium presented positive
data from the Phase 1b EQUALISE Study Biocon’s inclusion in the S&P Global ESG June 28, 2024
of itolizumab in patients with lupus Yearbook, for the second consecutive year,
B I O CO N B I O LO G I C S C E O & M D ’ S M E S S A G E
Building a
Global Biosimilars Leader
B I O CO N B I O LO G I C S C E O & M D ’ S M E S S A G E
us to meet the increasing demand for our KPIs of our Sustainability Linked Loan, one
Diabetes portfolio across geographies. of the largest of its kind, we have received
We continue to make good progress in related rebates from banks. Biocon Group’s
expanding our global, distributed supply ESG score has increased from 52 to 63 in
Our focus now network. the Dow Jones Sustainability Index and
shifts to the was once again included in the S&P DJSI’s
‘Consolidate’ These investments in our product portfolio
prestigious annual Sustainability Yearbook
and manufacturing footprint coupled with
stage, setting up the digital technology initiatives across
2024.
the business well the value chain is the foundation that will
to ‘Accelerate’ as enable growth in the years ahead.
Looking Ahead
we look to make In FY24, we were able to successfully
a meaningful ESG - Core of What We Do ‘Preserve’ value for all our stakeholders
by ensuring a seamless transition and
difference across As a purpose-driven organization, ESG is at
building a strong foundation for the
the world. the foundation of what we do and guides
future. Our focus in the coming year now
our business practices. We are actively
shifts to the ‘Consolidate’ stage, setting
working to minimize the environmental
up the business well to ‘Accelerate’ as we
impact of our business by lowering carbon
look to make a meaningful difference to
emissions, optimizing water usage, and
healthcare and millions of patients’ lives
reducing waste generation. The core of
across the world.
our business is to provide patients with
access to lifesaving medicines and we are I would like to thank our stakeholders
committed to expanding our reach in LIC/ for the trust they have placed in Biocon
LMIC countries through partnerships with Biologics and re-affirm our commitment
organizations like Insulin for Life. to unlock value for all – shareholders,
patients, customers.
In FY24, we have made significant strides
on the human capital front by enhancing Yours sincerely,
employee engagement, increasing gender
diversity, and lowering attrition. We are
also building a long-term ESG ‘Strategic Sd/-
Plan’ in line with the evolved business
scale and reach. Shreehas Tambe
I am delighted to share that our efforts and CEO & Managing Director
progress have been recognized externally Biocon Biologics Limited
and are yielding dividends. Having met the June 28, 2024
S Y N G E N E C E O ’ S M E S S A G E
S Y N G E N E C E O ’ S M E S S A G E
approach enables us to cater for diverse In recognition of our drive for excellence,
customer requirements offering services the Company was identified as one of
covering every step in the product ‘India’s Best Managed Companies’ by
discovery and development process. This management consultant, Deloitte India.
I believe that the avoids time delays and helps us expedite
year ahead will product delivery to market. Future Opportunities
mark the start of Looking ahead, we are encouraged by
Highlights of the year included:
a renewed phase the more positive signals in the global
of growth for our The acquisition of the biologics outsourcing markets: the funding for U.S.
Company and manufacturing facility from Stelis biotech companies has started to recover,
I am confident Biopharma Ltd offering additional capacity having dipped in the period following
for large molecule Drug Substance and the pandemic. Many small and medium-
that we are well
Drug Product manufacturing. size biotechs choose to outsource their
positioned to be
research and development, so with
successful. Commissioning of a facility for purifying
funding in place, we expect to capture our
and separating chiral and Highly Potent
APIs. By integrating purification and share of projects in the second half of the
separation in-house, we offer clients a current fiscal year.
seamless journey from initial synthesis to Among large corporations, we are seeing
final purification. a shift towards de-risking supply chains
Commissioning of a digitally-enabled through dual-sourcing and, in some cases,
quality control laboratory to complement a desire to reduce dependence on China.
the new biologics manufacturing site. Here, too, we believe Syngene will be
Leveraging advanced technology, able to capitalize on this opportunity as
this facility will optimize operational India emerges as an attractive alternative
efficiency and uphold the highest outsourcing destination.
standards of quality and traceability in our Drawing this review of the year to a
manufacturing processes. close, I would like to thank my Syngene
Commissioning of a centralized colleagues for their great contributions
compound management facility in over the past 12 months. I have valued the
Hyderabad to serve as a central storage guidance of our Board and the support of
facility for all compounds synthesized by shareholders and stakeholders in ensuring
Syngene. that we stay true to the long-term vision
for the Company. I believe that the year
The acquisition of land in Genome ahead will mark the start of a renewed
Valley, Hyderabad, to accommodate future phase of growth for our Company and I
growth. am confident that we are well positioned
to be successful.
Maintaining Standards
Yours sincerely,
Upholding global quality standards is a key
element of our license to operate, so we
were pleased to receive U.S. FDA approval
for the APIs manufacturing facility in Sd/-
Mangaluru in the first quarter to add to
the approvals from the U.S., European and Jonathan Hunt
UK regulatory authorities for our biologics CEO & Managing Director
facilities in the previous fiscal year. We also Syngene International Limited
completed 87 onsite client and regulatory June 28, 2024
audits during the year.
Value Maximization
Through Prudent & Efficient Capital Allocation
In the dynamic business environment of today, the concept of outputs, plays a pivotal role in offering an all-encompassing view
synergy is a powerful catalyst for growth. When diverse elements of the Company’s performance. It is here that the ‘Multiplier Effect’
of an ecosystem integrate seamlessly, the outcome is not comes into play. By optimizing the deployment of six capitals
just additive, but exponential — a phenomenon we term the across our operations, we exceed conventional expectations and
‘Multiplier Effect’. Our framework for value creation, grounded maximize value for all stakeholders.
in the integration of six capitals as inputs and the generation of
Human Intellectual
Financial Capital Capital Capital Manufacturing Capital
We are consistently Our modular approach
driving optimal to capacity expansion
capital allocation to enables us to effectively
deliver long-term invest in physical assets
sustainable returns such as manufacturing
for our stakeholders.
Value infrastructure and
Creation laboratories, while
Financial Model Manufacturing
simultaneously ensuring
Capital Capital
quality, safety, efficiency,
reliability, and sustainability
through the adoption of
innovative technologies
and processes.
Social and
Natural
Relationship
Capital
Capital
DR
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E DE
OV V
SC
EL
DI
OP
UG
ME
DR
NT
CORE
CAPABILITIES
DI S ME
CO
G
TR RC
IN
M
UR
IB I
TI
U
AL ON A
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FA
IZ
AT ND NU
ION MA
Core
Capabilities
Drug Discovery its proprietary Pichia pastoris technology Patient Centricity
Our Drug Discovery capabilities are at platform for recombinant human insulin We are driven by the belief that
the forefront of scientific advancement. and insulin analog product lines. Our the pharmaceuticals industry has a
We have built capabilities to identify new advanced analytical capability, anchored in humanitarian responsibility to enable
therapeutic agents and develop them cutting-edge tools and latest orthogonal access to essential drugs for patients who
into commercial products or licensable approaches, ensure high-quality products. are in need of them, and to do so with the
assets through strategic partnerships. We leverage our expertise in Formulation power of innovation.
This approach has led us to be pioneers and Product Science to convert drug
in developing, manufacturing, and substances into vials, cartridges, drug- Focus on Science
launching a couple of novel biologics device combination products like pre- Our 45-year legacy of being on the
in India, namely an anti-EGFR mAb filled syringes (PFS), pen devices and auto- cutting edge of science has led us to
(Nimotuzumab) for head and neck cancer injectors (both disposable & reusable). bring competition to expensive originator
in 2006 and an anti-CD6 monoclonal medicines through our generics and
Upgrading our manufacturing sites with
antibody (Itolizumab) for psoriasis in 2013. biosimilars portfolios.
automation and Industry 4.0 technologies
Moreover, Syngene offers end-to-end positions us for future growth, whilst Access for All
drug discovery and development services adhering to Good Manufacturing Practice
for novel molecular entities to the global Our philosophy of affordable innovation
(GMP) standards.
life sciences sector. We are leveraging helps us make lifesaving medicines
AI-enabled drug discovery tools to push accessible to patients worldwide.
Distribution and
boundaries and unlock new possibilities Commercialization Quality First
for patients worldwide.
We have made acquisitions and entered We have an unwavering commitment to
into strategic partnerships to expand our stringent quality controls in compliance
Drug Development
capabilities and reach in new markets. with best-in-class global standards.
Biocon has built differentiated R&D Our global scale, end-to-end supply
capabilities and acquired expertise on chain processes encompass multiple Sustainable Growth
drug development from cloning, cell business verticals, several manufacturing Sustainable thinking is the cornerstone of
line development, CMC to large-scale locations, and a diverse product portfolio. corporate responsibility at Biocon.
manufacturing and commercialization. Meticulous planning, smart sourcing
We pursue a scientifically rigorous, and disciplined monitoring enable us to People Power
ethically compliant and stage gate- ensure timely delivery of our generic APIs Our work culture of unconventional
based structured preclinical and clinical to our customers in over 100 countries. thinking, focus on excellence and high
development strategy. Our expertise in With the integration of the acquired degree of empowerment motivate our
conducting end-to-end clinical research business by Biocon Biologics, we now people to make a difference.
supports early and late-phase clinical have a strong commercial footprint for our
trials for biosimilars, novel biologics, small biosimilars across 120+ countries through
molecule generics, and post-approval a direct presence in U.S., Canada, Europe
safety services, including development and eight key Emerging Market countries, Strong commercial
strategy and advisory discussions with namely UAE, Saudi Arabia, Morocco, South presence across
120+
regulatory authorities. Africa, Brazil, Malaysia, Thailand, and the
Philippines. The Generics Business has
Manufacturing also entered into strategic partnerships in
Our expertise spans microbial and select markets to expand its commercial
mammalian expression platforms. reach.
Biocon uses bacterial and fungal
strains to manufacture fermentation As a globally recognized countries
based APIs, along with synthetic APIs biopharmaceuticals enterprise, the
and peptides. Biocon Biologics uses strategic priorities that define our goals
CHO and NSO cell-based systems for and guide our actions are:
producing monoclonal antibodies, and
Attaining operational
efficiency through
continual investment Manufacturing sites
and enhancement of BL : 7 CapEx: H19,316 million
Manufacturing manufacturing capabilities, BBL: 3
with a focus on state-of-the-
art technologies.
Generics Research
Services
Focused on developing
Employees: 16,315 Staff costs:
a workplace culture that H21,370 million
instils a sense of belonging,
Spending on
stimulates creativity, Learning & New hires: 3,600+
Human promotes teamwork and Development (L&D): Novels
innovative thinking.
H73 million
No Poverty Good Health Quality Gender Clean Water Affordable and Decent Work
and Well-Being Education Equality and Sanitation Clean Energy and Economic
Growth
Industry, Reduced Sustainable Responsible Climate Action Life on Land Partnerships for
Innovation and Inequalities Cities and Consumption the Goals
Infrastructure Communities and Production
Sustainability Strategy
ESG ROADMAP
Water Management Strategy
Biocon: 25% reduction in freshwater
consumption by FY29 vs FY23
Syngene: 70% reduction in ESG Data
freshwater usage Collection Tool
by FY28 vs FY23
Included in S&P Global Improved S&P Included in DJSI Improved FTSE Continued to be a
Sustainability Yearbook Global ESG Score to Emerging Markets Russell score to 3.6/5 constituent of the
2024 for the second 63 from 52 in the Index for the third from 3.2/5 in the FTSE4Good Index
consecutive year. previous year. year in a row. previous year. Series.
Materiality Assessment employees, suppliers and vendors, organized into 11 broad themes. Based on
investors, analysts, business partners, a survey including the above-mentioned
Background - Biocon and Biocon
media, journalists, bankers and healthcare stakeholders, the relative importance
Biologics
experts. of the 11 broad themes was arrived at.
Biocon and Biocon Biologics performed The table bellow shows the relative
a detailed materiality assessment during In this assessment, a total of 50+
importance.
FY22. The assessment considered the sustainability topics were evaluated for
views of multiple stakeholder groups such consideration at a strategic level, which
as: board members, executive leadership, were then filtered down to 30 topics and
Monitoring issues 10. Community Engagement 11. Ethical Sales and Marketing
The Review Process Undertaken environment, emerging sustainability As preparatory steps, we did a thorough
in FY24 issues and the regulatory landscape. review of topics identified by peers and
In FY24, we took a conscious call to Biocon Biologics’ expanded global recommended by standards such as GRI,
revisit and review the 30 material footprint, on account of the integration MSCI and SASB. This helped us consider
sustainability topics. This was a necessity of the biosimilars business acquired from 14 topics over and above the 30 topics
given the changes in the global business Viatris, was also a contributing factor here. that were already selected under the FY22
assessment.
1 2 3 4 5 6 7
Integrated Risk Environmental STEM Talent Climate Risks Strengthening Biodiversity and Patient Experience,
Management Impact of Pipeline (Physical and Health Systems Nature Risks Health Awareness/
& Business Products Transition) Prevention
Continuity
8 9 10 11 12 13 14
Digital Ethics / Green Responsible Ethical Clinical Circular Pharmaceuticals Antimicrobial
Responsible AI Chemistry Public Advocacy Trials and Animal Economy in the Resistance
Testing Environment
We invited our key stakeholders to rank these topics from an outside – in (financial materiality) and inside – out (impact materiality)
perspective. Following this, as part of the analysis process we considered the mean ranking of both perspectives for each of the topics to
arrive at a relative score. This was done separately for the Board members, Executive Leadership Team (ELT) members and the rest of the
stakeholders to align the assessment method and output of the materiality assessment conducted in FY22. The results (top 5 out of the 13
topics) for both set of stakeholders were as follows:
Environmental
Circular
Impact of
Strengthening Economy Strengthening Products
Health Health
Systems Board & ELT Top 5 Material Systems Other
Members Topics in FY24 Stakeholders
2 2
4 STEM
4 STEM
Climate Risks Talent Pipeline Climate Risks Talent Pipeline
(Physical and (Physical and
Transition) Transition)
3 3
The concluding step for the assessment The re-named themes are mentioned Workforce’ as the theme now includes
was to categorize these newly rated topics below along with the rationale: STEM Talent Pipeline.
into the 11 broad themes used in the FY22
Ethical Governance is now being Access and Affordability includes a
assessment. To do this, we renamed some
identified as ‘Governance’ as the theme new topic - Patient Experience, Health
of the themes to ensure a better coverage
now includes Integrated Risk Management Awareness / Prevention.
of the underlying topics. We also added
& Business Continuity.
‘Climate Risk’ as an additional theme, Environmental Performance now
bringing the count to 12 in FY24. Safe & Empowering Workplace is includes Circular Economy.
now being identified as ‘Future Ready
The final relative importance of the themes, based on inputs of our key leaders in the CSR and ESG Committee is presented below:
Ranking of Materiality Issues in FY24
Monitoring issues 11. Ethical Sales and Marketing 12. Community Engagement
Materiality Matrix
Background - Syngene
In 2021, Syngene conducted a materiality assessment for the first time. Active participation and valuable feedback from
stakeholders enabled the Company to prioritize critical issues affecting business sustainability. The key material topics
identified through the assessment are:
Each Group entity (Biocon Limited, Biocon Limited and Biocon Biologics ESG integration follows a top-down
Biocon Biologics, and Syngene) has a maintain independent CSR and approach, guided by the Board of
dedicated Board Committee overseeing ESG Committees, while Syngene’s Directors through respective Board
ESG strategy and performance. ‘Stakeholder Relationships and Committees with ESG mandates.
ESG Committee’ holds primary
accountability.
The core C-Suite (CEO, CFO, COO, Domain and industry specialists Drives the ESG agenda, while the Board
CHRO, etc.) implements initiatives to across business units coordinate Committee provides strategic and
embed integrated thinking into the strategy, implementation, and periodic operational oversight.
Group’s culture. monitoring of ESG performance.
This structure ensures alignment, accountability, and continuous improvement in Biocon’s ESG journey.
Composition and Meeting Frequency of CSR and ESG Committees across the Group
Further details of our ESG-related systems, processes, targets, performance and key initiatives are outlined throughout this report.
*Syngene’s Stakeholder Relationship Committee also includes ESG
02 02 06 02 03 06 02 02 06
*As of May 31, 2024
Ethics and Compliance Compliance updates are reported to the Whistleblower Policy
Ethics and compliance are foundational Risk Management Committee (RMC) and/ Our Whistleblower Policy enables
pillars of Biocon’s commitment to or Audit Committee (AC) quarterly. stakeholders to report concerns to
sustainability and corporate governance. the Integrity Committee, ensuring
Anti-Bribery & Anti-Corruption (ABAC) transparency and accountability. The
Upholding high standards of integrity
Policy committee investigates ethical issues,
and accountability ensures transparency,
trust, and long-term value creation for all In FY24, Biocon Biologics introduced providing a platform for grievances and
stakeholders. a comprehensive Anti-Bribery & Anti- presenting quarterly summaries of key
Corruption (ABAC) Policy. This policy investigations.
Code of Conduct reinforces the Biocon Group’s zero-
tolerance stance towards bribery and Biocon Limited and Biocon Biologics
Biocon Limited, Biocon Biologics, and
corruption, guiding employees on have also launched a Speak-Up Hotline
Syngene prioritize ethics and compliance
identifying and addressing potential accessible by all their employees across
through their respective Codes of Conduct
concerns. The ABAC Policy is applicable to the globe. This Hotline allows our
(CoC). Our Global Ethics and Compliance
all employees of Biocon, Biocon Biologics people to raise concerns about any kind
(GEC) policy supports these codes,
and their subsidiaries. of business or employee misconduct
guiding employees to maintain honesty,
and seek clarification while remaining
transparency and a positive work culture.
Conflict of Interest Policy anonymous if they so choose.
Regular review and updates of the CoC
ensures its relevance in our changing Biocon Biologics implemented a Conflict
of Interest (COI) Policy to manage Insider Trading Code
world. A ‘Code of Conduct for the Prevention
potential conflicts transparently. It guides
All employees, including full-time and employees in identifying, disclosing, and of Insider Trading’ safeguards investor
contract workers, receive ongoing training managing potential conflicts of interest interests. It ensures employees and
on the CoC across the three companies. situation. It ensures that our decisions designated persons adhere to fair trading
New hires undergo a detailed onboarding and actions are always in the best interest practices and promptly disclose sensitive
program covering the Code. of the Company and are free from any information.
Biocon Limited, Biocon Biologics undue influence or perceived impropriety.
Breaches
and Syngene have their Compliance For Biocon Limited, Conflict of Interest is
covered under the Code of Conduct and Biocon promotes transparency by
Management Systems to track, manage, reporting breaches across various areas
and report compliance. These systems are ABAC Policy.
like corruption, discrimination and insider
regularly checked to ensure adherence trading in the ESG Data Book.
to national and regional regulations.
Rear Row: Atul Dhawan, Nicholas Robert Haggar, Rekha Mehrotra Menon,
Left to Right Bobby Parikh, Siddharth Mittal, Prof. Ravi Mazumdar, Eric Mazumdar
Siddharth Mittal
Eric Mazumdar
M. Damodaran
Bobby Parikh
Atul Dhawan*
*Appointed as Additional Director (Category: Non-Executive & Independent) w.e.f. May 16, 2024
2 3
6
8
10 9
Former member of the boards of the Advisor – Advent International, Formycon Member of the Board of Directors since
NASSCOM Foundation and the Data GmbH, Polpharma Group 2024
Security Council of India (DSCI) Head Europe & Africa, Sandoz International Nationality: India
Member, National Council of GmbH
Atul Dhawan is a Chartered Accountant
Confederation of Indian Industry (CII) Co-chair, Novartis Access to Medicines who brings four decades of experience in
Member, India Advisory Council of U.S.- governance, strategy, and other diverse
President, Medicines For Europe (2013-
India Business Council (USIBC) fields. He was a Partner at Deloitte for over
2015)
30 years and represented has India on
Recognitions Executive positions at GlaxoSmithKline, Deloitte’s Asia Pacific and Global Boards.
Fortune’s Most Powerful Women in Ranbaxy and Baxter Healthcare
Business in India
Education Professional Experience
Business Today’s Most Powerful Women MBA, Cranfield Institute, UK Retired Partner, Deloitte
Hall of Fame
BSc, Industrial & Manufacturing Systems Former Chairperson, Deloitte India
Business World’s Most Influential Women Engineering, University of Hertfordshire
in India Former Chairperson, Deloitte South Asia
Further Executive Education – Artificial
Education Intelligence in Healthcare, M.I.T. Represented India on Deloitte’s Asia Pacific
MBA from XLRI Xavier School of and Global Boards
Further Executive Education – Leading a
Management Global Enterprise, Harvard Business School Board member, Deloitte Foundation in
India
9 Further Executive Education – Healthcare
System Design, Harvard Public Health Board member, The Indus Entrepreneurs
Nicholas Robert Haggar (TiE) in Delhi
Further Executive Education – Novartis
Independent Director Board member, Plan India
Leadership Program, Harvard Business
Member of the Board of Directors since School Member, CII National Council
2023
Further Executive Education – Achieving Board member, Making an Impact
Nationality: UK Strategic Agility – London Business School Foundation
An accomplished healthcare executive Past Chairman, American Chamber of
with over 30 years of experience in Commerce in India
leading and building pharmaceutical and
healthcare enterprises. Throughout his Advisor, U.S. India Strategic Partnership
career, Nicholas Haggar has successfully Forum (USISPF)
delivered growth, innovation and
increased access to medicines, guided Education
by a deep commitment to patients, Chartered Accountant
compliance, quality and sustainability. B.A. Honours (Economics), Delhi University
*Appointed as Additional Director (Category: Non-Executive & Independent) w.e.f. May 16, 2024
Nilanjan Roy ^
Independent Director
Committees of the Board Each Committee operates under a charter meetings where feasible. Committees are
Biocon Limited, Biocon Biologics and delineating its scope, roles, responsibilities empowered to enlist external experts,
Syngene have established several and authority. Committee decisions advisors, and counsels as needed. Senior
Committees to concentrate on specific and recommendations are subject to officers or department heads are invited
areas and facilitate informed decision- Board approval. Our guidelines for Board to provide necessary information to the
making within their respective domains. Meetings are applied to Committee Committees.
For more details on our governance practices, please refer to the Corporate Governance Report (Pg. 212) in the Statutory Section of this
report.
Risk Management
Risk management within the Biocon Group holds significant
importance, and it is imperative for each company within the
conglomerate to effectively address risks according to its unique
business model and operations. This entails the establishment
of robust risk governance frameworks and structures, as well as
the meticulous identification, classification and assessment of
risks in a timely manner. Prioritizing risks based on their potential
impact on the business and the likelihood of occurrence is
crucial, followed by the implementation of mitigation strategies.
Monitoring Additionally, fostering a strong risk culture, coupled with
and
Reporting monitoring and reporting mechanisms, further enhances risk
management practices.
Mitigation
Moreover, our approach extends beyond conventional business
risks to encompass environmental, social and governance
Prioritization (ESG)-related risks. This holistic perspective acknowledges the
interconnectedness of risks across the entire organization, its
Identification and stakeholders and the value chain.
Assessment
Stage 1
Risk Identification and Assessment practices, and examining market allocation for risk mitigation and
Potential risks that could affect the trends, economic conditions, and management.
Company’s operations or strategy are regulatory requirements.
The Risk Management Committee
identified, evaluated, and classified. Upcoming global risks are (RMC), Executive Leadership
Risks are identified based on various identified by monitoring geopolitical, Team, Chief Risk Officer (CRO), and
internal and external factors. environmental, and other Department Heads of each respective
macroeconomic trends. Company periodically review the
The process may involve reviewing identified and categorized risks.
financial statements, operational Risks are classified into various
processes, workforce management themes to facilitate efficient resource
Stage 2
Risk Prioritization - Effectiveness of existing mitigation this aids in determining the urgency
Identified risks are prioritized based plans. with which identified risks must be
on the likelihood of occurrence and the managed and mitigated.
A rating system has been developed
severity of their impact. across these dimensions, incorporating This ongoing risk prioritization
Each company prioritizes risks based qualitative and quantitative thresholds process is the responsibility of the
on three core dimensions: to accurately assign a gross rating to entire risk management governance
each risk. team, ranging from the Board to the
- Significance of the impact. Department and Function Heads.
Each company’s risk appetite helps
- Likelihood of occurrence. bolster the prioritization process, as
Stage 3
Risk Mitigation This alignment ensures high It promotes a culture of risk
Strategies are developed and cohesion and effective risk awareness and responsiveness.
implemented to minimize, eliminate, or management and minimizes any
We have seamlessly integrated
transfer identified risks. potential negative impact on the
Business Continuity Plan (BCP)
business.
Biocon Limited, Biocon Biologics, particularly in Syngene’s risk
and Syngene each prioritize aligning The approach underlines the managmement framework.
all aspects of their risk management Group’s commitment to managing and
process with their daily operations. mitigating risks across all corporate
functions.
Stage 4
Risk Monitoring and Reporting The updates include changes to The Board of Directors, Executive
Risk mitigation strategies are risk libraries, prioritization ratings, and Leadership Team, and CRO conduct
monitored and reviewed for effectiveness of mitigation plans. annual risk exposure reviews.
effectiveness, and to confirm a The CRO utilizes various tools, A detailed report on risk
reduction in risk exposure. including external expert inputs and management is presented to the RMC
The Chief Risk Officer (CRO) plays a self-assessment forms, to track risks. and Board of Directors every quarter.
central role in keeping the Board and These tools are also used to identify
Executive Leadership Team updated. potential exposures.
Information
Extended Executional/ Financial and
Technology and 2. Risk Management Committee and
Enterprise Operational Reputational
Cybersecurity Executive Leadership Team
with the support of Chief Risk Officer
Risk Governance The three lines of defense model lays out and Executive Leadership Team, who
Risk management is integrated into clear risk management responsibilities and with the support of the Chief Risk Officer,
our system of governance for effective accountabilities to ensure a company´s establish the framework, set approach,
oversight and to ensure we take risks into risk-related objectives are achieved. provide direction and monitor risk
consideration when making key decisions management activities.
In this model, the first line i.e.,
or setting strategic goals. An enterprise- Departments/ Functions (risk owners, The third line i.e., the internal audit/ GRC
wide risk evaluation and validation process risk managers and business unit heads) team or an external auditor, provides
is conducted regularly and reviewed by are responsible for executing and independent assurance that organizational
the Risk Management Committee and the implementing the risk management practices are aligned with the Company’s
Board of Directors. initiatives set and assigned by the second risk strategy and policies, as implemented
line i.e., the Risk Management Committee by the first and second lines.
Reviews the risk management and internal control framework, key risks, and
Board of Directors
mitigation controls.
Reviews and assesses the effectiveness of risk management framework.
Risk Management
Committee Recommends changes to the risk management and/or associated frameworks,
processes, and practices.
Provides direction and ensures sustainable implementation of the risk
Executive framework.
Leadership
Risk Committee Reports the outcome of its periodic review of the risk management process to
Management the Board of Directors and Risk Management Committee.
Structure Coordinates with the senior leadership team and functional heads and assists in
carrying out risk identification, assessment, prioritization, and mitigation.
Chief Risk Officer
Prepares consolidated risk reports and presents to executive leadership/ Risk
Management Committee.
Directs and implements risk management initiatives pertaining to their team/
Department/ department.
Functional Heads Performs risk assessment on a regular basis, and reviews risk mitigation
procedures.
Emerging Risks at Biocon drugs going off-patent globally in the next prepare and respond against adverse
As investors seek to comprehend five years, buyers consolidation/ consortia impact. Based on the assessment, it will
the nuanced landscape of risk in the may further add to the existing price be taken either as a placeholder in our
corporate world, it becomes imperative pressure and limit generics manufacturers risk library or if rated high, included in the
to dig beyond the surface of operational pricing power, reduce profitability and key risks that matter for mitigation and
hazards typically disclosed by companies. force to exit markets. monitoring.
Emerging risks, often overlooked, hold We understand that while novel drug By transparently articulating our approach
substantial implications for businesses, development promises high returns, it to these challenges, we not only
demanding a keen awareness and also requires high investment of time and demonstrate our strategic foresight but
proactive measures to navigate them resources, and has a risk of significant also enhance investor confidence in our
effectively. For us, unveiling these sunk costs if products do not take off ability to confront and adapt to evolving
long-term risks alongside their potential as planned. Thus, a strategic approach circumstances. Such disclosure not only
impacts and mitigation strategies is crucial. is needed in this regard involving fosters a deeper understanding of the
At the Group level, emerging risks collaboration-led innovation, prioritization Company’s risk management insights but
and opportunities are being tracked of future portfolios and optimally investing also positions it as a more compelling
proactively. to achieve ambitious targets. choice for long-term investment
opportunities.
Advance technologies such as Artificial We are also aware that while horizontal
Intelligence, Augmented reality and Virtual integration (i.e., large-scale mergers and
acquisitions) can scale up the growth
Cultivating a Cohesive Risk
reality, Genetics and genomics, wearables Culture
and sensors, Cloud and edge computing potential, there is also a risk of lower-
than-expected gains due to integration To strengthen the risk culture across
can be explored to expedite R&D process
challenges and regulatory approval delays. the Group, we undertake awareness
and make it cost competitive.
Alternatively, vertical integration may help programs with relevant stakeholders
Currently the Generics industry faces create new revenue streams to add to the to educate them on the significance
two opposing forces that complicate growth trajectory with a relatively low risk of risk identification, mitigation and
profitability and growth. While demand of regulatory delays or approvals. management, and encourage a culture
for generics continues to increase globally of constant feedback to drive continuous
and there will be an increase in number An early alert to such risk events and improvement in our risk management
of blockbuster and other small molecule scenarios provides us the ability to plan, systems and processes.
Current Risks at a Group Level^ Biocon Limited, Biocon Biologics opportunities and realize their full
Biocon Limited, Biocon Biologics and and Syngene are also engaged in potential. This concerted effort allows
Syngene have comprehensively analysed identifying key opportunities within them to leverage their strengths and gain
their business operations to identify their respective businesses and value a competitive edge in the market.
potential risks and develop corresponding chains. Subsequently, they deploy ^
For details of current risks and opportunities please
mitigation measures. various strategies to capitalize on these refer to the Management Discussion and Analysis
section
Research and
Development
Risk
3
Delay in achieving Quality
Control (QC) Service
Human
Capital Risk
Challenges in retaining
high-potential / critical
4
complex portfolio selection, products/ Manufacturing). Level Agreements or QC resources in niche areas.
delays in achieving target inefficiencies impacting
launch dates and/ or productivity and
project cost overruns. development projects.
Pricing
Pressure
5
Pricing pressure impacting
revenue, profitability and
Strategic Sourcing
and Single source
Risk (ESG Risk)
Dependency on single
6
region (e.g., China) and
Information
and Cyber
Security Risk
Statutory
Compliance
Risks
Continuous compliance
9
to the law of the land will
Project/ Capital
Investment
Risk
10
Project delays/ cost
escalations impacting
Sustainability
Risks (ESG Risk)
11
Continuous efforts to
address sustainability
Business
Continuity Risk
(ESG Risk)
Impact on business
12
continuity due to site wide
prevent penalties and loss product launch, supply, risk will help to reduce catastrophe.
of reputation. and ROI. probability of any external
events impacting business
continuity or value chain.
Ethical &
(ESG Risk)
13
Effective Governance
Inadequate or ineffective
control systems may
Climate
Change Risk
(ESG Risk)
14
Climate change risks (global
risk) impacting overall value
Financial
Risk
15
Biocon is obliged to give exit
option to Biocon Biologics’
weaken Governance chain (long term risk) investors in IPO/no-IPO
mechanism. scenarios, coupled with shortfall
in Biocon Biologics’ EBITDA
impacting Group covenants
At Biocon, the ‘Multiplier Effect’ permeates products and services sectors. This is not just exponential, but also sustainable
every aspect of our operations. Sound strategic approach, a manifestation of and value-driven.
financial management is the bedrock of the multiplier effect, has enabled us
Central to our growth trajectory and
this multiplier effect, driving operational to establish a strong presence across
the multiplier effect is our unwavering
excellence and fostering growth. We various market segments, tapping into
dedication to investing in the future,
recognize that effective management of multiple revenue streams while mitigating
as evidenced by our substantial capital
financial resources is not only essential risks associated with a single business
expenditure and industry-leading
for our business success but also for concentration.
investments in R&D. By allocating
making a positive impact on society.
Even as independent entities, our significant resources to R&D, we actively
This commitment is particularly critical
businesses – Generics, Biosimilars and foster innovation and cultivate a robust
in the biopharmaceuticals industry,
Research Services – offer multiple avenues pipeline of generics and biosimilars that
where substantial upfront investments
and possibilities for synergies. By drawing enable sustainable long-term growth.
in research and development (R&D), as
on these synergies we can not only
well as manufacturing, are required to In addition, Biocon upholds rigorous
realize the full potential of our long-term
maximize impact. corporate governance practices that instill
investments and maximize returns for
confidence in investors and establishes a
One of the distinguishing features of our providers of financial capital, but also
solid foundation for our financial stability
Biocon lies in our diversified capital amplify our impact as “one Biocon.” This
and continued growth.
allocation strategy across different convergence and synergy reinforce the
businesses within the biopharmaceuticals multiplier effect, ensuring that our growth
Overview of Financial
Performance
In FY24, Biocon demonstrated steady
growth across its business segments.
Total consolidated revenue grew 35%
to H156,212 million. This growth was
supported by income from divestiture of
the Branded Formulations India business
in Biocon Biologics for H3,500 million and
H5,307 million of stake dilution/ fair value
gain in Bicara, pursuant to fund raise
during the year.
Revenue from operations increased by
32% to H147,557 million, with Biosimilars
revenue growing 58%, Research Services
growing by 9% and Generics growing by
1%.
Core EBITDA* stood at H41,947 million,
reflecting a Group core operating margin Key Financial Figures (in H million)
of 29%. Net R&D spend stood at H11,540
million corresponding to 10% of revenues, Particulars FY24 FY23 YoY increase/
excluding Syngene. (decrease) %
Total Income 156,212 115,501 35
EBITDA rose to H41,642 million with an
EBITDA margin of 27%. Total Expenses 140,002 101,946 37
23,627
23,409
27,644
27,985
23,151
28,002
34,643
55,838
88,242
20,119
21,843
26,042
31,929
34,886
1,614
2,545
2,127
3,759
8,655
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
Total Revenue (H million) Profit (H million) Net Worth (H million) Total Assets (H million)
64,619
73,976
83,967
115,501
156,212
7,482
7,405
6,484
4,627
10,225
67,058
76,269
84,325
178,669
197,837
144,438
185,223
203,940
520,428
560,707
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
Current Ratio Gross R&D Spend (H million) Debt & Equity (H million)
1.33
1.81
2.19
1.45
0.99
5,271
6,270
7,105
11,953
11,614
26,254
67,058
43,586
76,269
49,040
84,325
177,707
178,669
157,296
197,837
Debt
Equity
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
6.24
5.44
3.88
8.55
56
64
70
149
165
7,482 104,358
7,405 143,122
6,484 165,660
4,627 435,321
3% 10,225 407,119
64,019
71,664
80,297
4,627 131,497
5% 10,225 188,253
0.50
0.50
1.50
6.32
6.24
5.44
3.88
8.55
7,482
7,405
6,484
7%
5%
4%
1%
12%
10%
8%
4%
FY20 FY21 FY22 FY23 FY24* FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
The Generics business performance Biocon Biologics delivered a The Research Services
was driven by healthy growth in strong performance driven by business demonstrated
Generic Formulations, offset by the acquisition and growth in the positive performance across its
a degrowth in APIs on account core business, demonstrating its Development and Manufacturing
of pricing pressure the business ability to maintain the growth Services divisions, alongside the
encountered, which impacted momentum while executing Dedicated Centers.
demand. the complex and accelerated
integration.
Revenue
(in H million)
27,985 88,242 34,886
up 1% up 58% up 9%
Core EBITDA
(in H million)
6,269 24,578
up 11%
Core EBITDA Margin
(in %)
22 30
EBITDA
(in H million)
3,945 21,896 11,050
down 7% up 64% up 10%
EBITDA Margin
(in %)
14 25 31
PBT
(in H million)
2,304 2,957 6,319
down 13% down 27% up 6%
PBT Margin
(in %)
8 3 18
Tax Transparency Report our tax trends, legislative changes, and Risk Management Committees ensure
We initiated the publication of an annual transparency initiatives. Spanning all three the effective management of tax-related
‘Tax Transparency Report’ starting from Group entities, the report underscores our risks. The Board of Directors oversee and
FY22. This report conforms to both commitment to corporate governance approve the Tax Policy, which is enforced
the Group Tax Policy and the GRI 207 and transparency in managing tax matters. by the Audit Committee. It is implemented
standards on tax reporting, ensuring by the tax function, in close collaboration
Collaborating closely with CFOs, our
alignment in structure and content. with business CFOs, to ensure compliance
tax functions are entrusted with the
Published voluntarily, this report serves and alignment with regulatory standards.
responsibility of tax governance across
as a disclosure available on our website our various businesses. Oversight and
each year, aiming to address the *The report can be accessed at https://
guidance on tax governance are provided www.biocon.com/docs/Tax-
informational needs of all stakeholders by independent Audit Committees, while
and foster broader discussions concerning Transparency-Report-FY24.pdf
Biocon’s Integrated Approach tied to specific targets focused on key ESG in this realm were recognized through a
Towards its ESG Journey indicators such as enhancing biosimilar rigorous third-party audit and the receipt
Biocon Limited is steadfastly committed access, fostering diversity and inclusion, of a sustanability award, further reinforcing
to leveraging synergies and maximizing increasing renewable energy usage, and our commitment to sustainable growth
stakeholder value across our diverse minimizing freshwater consumption, and responsible corporate citizenship.
business entities. Biocon Biologics’ represents a significant milestone. The With a strong foundation built on financial
significant achievement in securing proceeds from this loan, marking the prudence, strategic investments, and
a Sustainability Linked Loan (SLL) of largest among pharmaceuticals and adherence to ESG principles, we are well-
USD 1.2 billion in FY23 underscores biomanufacturing firms in the Asia-Pacific positioned to chart a path of sustained
our dedication to ESG principles. This region, were utilized to partly fund the growth and leadership in the global
innovative financing mechanism, uniquely acquisition of Viatris’ global biosimilars healthcare landscape.
business. Additionally, Biocon’s efforts
&
commissioning of in-house manufacturing
capacities for commercial use are
expected to be the growth levers.
Furthermore, prior investments in
R&D and CapEx towards a pipeline of
complex products including peptides
and oncology molecules are expected to
1
Can you describe the Markets and geographical footprint play out positively in the coming years.
consolidated financial expansion). However, this was offset by Continuous efforts towards attaining
performance of Biocon degrowth in APIs business due to the cost competitiveness and leadership
pricing pressure and increased inventory by proactive implementation of cost
in FY24? Additionally, what were
levels or regulatory challenges at the improvement plans (CIPs) and the
the main drivers behind this customers’ end impacting offtake. operational improvements plans (OIPs)
growth? to mitigate the impact of future cost
During the fiscal year, total consolidated Research Services grew ~9% at H34,886
pressures and optimize operational
revenue grew 35% from H115,501 million million (~USD 421 million) with
efficiency should ensure long term
(~USD 1,437 million) to H156,212 million strong growth in the development
business continuity across the Generics
(~USD 1,886 million). The consolidated and manufacturing services business.
business.
revenue includes H5,307 million (~USD 64 Dedicated centers delivered at a sustained
3
million) of stake dilution/fair value gain in pace while performance in discovery
services was impacted due to a slowdown
With the completion
Bicara, pursuant to fund raise during the of integration of the
year. in the biotech funding environment.
acquired biosimilars
2
From a revenue from operations The Generics business business, how are we positioned
standpoint, Biosimilars contributed 58%, grew 1% in FY24? to capitalize on the full potential
followed by Research Services at 23% and of the integrated biosimilars
Could you share
Generics at 19%. business?
insights into growth drivers for
Biosimilars segment revenues increased this business for the coming FY24 has been a transformative year
58% over last year to H88,242 million years? for Biocon Biologics with the Company
(~USD 1,066 million), primarily due to the emerging as a unique, fully integrated, and
FY24 was a mixed bag for the business
integration of Viatris’ biosimilars business leading global biosimilars player. Biocon
with revenues remaining flat. Generic
and increase in market shares of key Biologics completed the full transition of
Formulations business saw a robust
products. the acquired biosimilars business from
performance across geographies,
Viatris in 120+ countries, one year ahead
In the Generics segment, revenue grew achieving the USD 100 million milestone
of schedule. This was achieved while
1% to H27,985 million (~USD 338 million), in annual sales, with growth driven by
ensuring a seamless experience for our
driven by formulations (growth in base base business volume, new product
business, new launches in Emerging launches and geographical footprint
patients, customers, and partners and million) in EBITDA, with a healthy margin
maintaining market growth momentum. of 25%. Investment in our pipeline to drive
future growth continued with R&D spend
The completion of the integration
at 10% of revenue for the fiscal year.
helps broaden Biocon Biologics’ global
commercial capabilities, particularly in Going forward, we continue to see higher
Advanced Markets. Recently onboarded market shares for our products as we
associated strengths in customer accelerate growth for existing products
engagement allow us to magnify our and continue to expand our geographical
presence, enabling access to new footprint. A flow of new product launches
customer segments and revenue is on the horizon and will be key catalysts
streams across both private retail and in the near to medium term to drive
tender markets. With a strategic focus both sustainable growth and margins.
Key Financial Figures
on biosimilars, we will consolidate and These launches would be predicated on
strengthen our focus on leveraging successful regulatory outcomes, including
156,212 the advantages of our fully vertically
integrated model to accelerate growth for
facility inspections by regulatory agencies.
5
Consolidated Revenue existing products and continue to expand What were the R&D
11,540
biosimilar products, making a significant Net R&D investments for the fiscal were up
impact on patient care worldwide thereby 3% at H11,540 million (~USD 139 million,
Net R&D Investments contributing to long-term value creation 10% of Biocon revenues ex-Syngene). For
for all stakeholders. Generics, the spend was H2,370 million
4
What will be the revenues), while we spent H9,108 million
Profit for the Year key revenue growth in Biosimilars (~USD 110 million, 10% of
drivers for Biocon Biosimilar segment revenues).
8.6
EPS
Biologics in FY25 and beyond?
Biocon Biologics reported total revenues
In alignment with our guidance for last
year, we enhanced and expanded our
of over USD 1 billion during FY24 in line capacities and capabilities across our
(H million, except EPS) with our stated guidance. There were businesses, ensuring readiness for future
multiple growth drivers behind this growth and market demands. During
achievement, with advanced markets FY24, our spending on CapEx was H19,316
contributing ~70%. The Company’s million (~USD 233 million) across Generics,
diversified footprint allowed it to benefit Biosimilars and Research Services.
from opportunities in each of the regions
and countries it operates in while For FY25, R&D investments are expected
optimizing the risks. to be around 8-9% of revenues, both
for Generics as well as for Biosimilars. In
The integration of the acquired biosimilars the Generics business, we will continue
business allowed us to grow revenue by to invest and expand our portfolio of
58% on a year-on-year basis. We also had complex vertically integrated products
continued contribution from the out- such as peptides, particularly GLPs,
licensing deals, sale of brands, and service fermentation APIs, HPAPIs and injectables.
income in total amounting to H5,428 In Biosimilars, we will carry on our
million (~USD 66 million). The business investments in advancing and building a
delivered H21,896 million (~USD 264 highly globally competitive pipeline.
CapEx for FY25 is expected to be in the raise options are being considered that in line with the framework provided by
range of USD 200-250 million across the should help to lower debt in the coming the Securities and Exchange Board of
three business segments. period. India (SEBI), along with our first Integrated
Report aligned with International
7
In Generics, we expect to spend between
USD 60-70 million across focusing on APIs
How did the Research Integrated Reporting Council’s (IIRC)
capacity expansion primarily for peptides, Services segment framework., which articulated several ESG
perform in FY24? parameters and initiatives undertaken by
HPAPIs, and non-immunosuppressant
What are the significant trends the Company. We shall continue to publish
fermentation products. On the
the Tax Transparency report.
formulations side, we are investing in a and developments that have
greenfield injectables facility in Bengaluru impacted the Company’s This year, we’re taking a step further by
and are expanding our recently acquired performance in this space? publishing updates on last year’s ESG
oral sold dosage facility in the U.S. Revenue in the Research Services journey and communicating our goals
segment grew 9% from H31,929 million and targets. We have also provided
In Biosimilars, the main capital expenditure
(~USD 397 million) in FY23 to H34,886 limited assurance for the non-financial
investment at this point in time relates
million (~USD 421 million) in FY24 with disclosures, BRSR (core) indicators, and the
to the Phase II of our investments in
strong performance in development ESG data presented in the FY24 Integrated
Malaysia, aimed at increasing insulin Drug
and manufacturing business. Dedicated Annual Report through a reputed third-
Substance and Drug Product capacities,
centers delivered at a sustained pace while party auditor. This further strengthens
which will enable us to meet the growing
performance in discovery services was our commitment to transparency and
demand of our products. We expect this
impacted due to slowdown in biotech accountability. Our risk management
investment to be ~ USD 100 million.
funding. system encompasses both business risks
In Research Services, we expect to invest and ESG-related risks. Further, we have
around USD 60 million during FY25, with In FY25, with biotech funding slowly started identifying ESG opportunities
~50% in research services for capacity and returning to the pre-pandemic levels related to our business sector. Examples
capability development. The remaining and the outsourcing market anticipating include access and affordability, and
will be invested in the CDMO business. growth, we expect revenue to grow in digitization.
fiscal year 2025 with momentum building
6
up during the year. We will continue to Our continuous journey towards more
How much debt sustainable business and the initiatives
do we carry on the prioritize long-term strategic partnerships
by investing in new capabilities and we have taken has been demonstrated
Company’s balance by the improvement in our scores from
continuously improving services within
sheet? What is the roadmap its Dedicated Centers, ensuring it is well- leading global sustainability indexes
towards debt reduction? positioned to capitalize on the growth such as Dow Jones Sustainability Index
As of March 31, 2024, consolidated net opportunities in this expanding market. (DJSI), where Biocon improved its ESG
debt on a reported basis stood at H126,280 score from 52 to 63, and based on this
8
million (~USD 1.5 billion). Adjusting for Highlight some of performance we have been named
structured investments and optionally among global sustainability leaders for
the key initiatives
convertible debentures linked to equity the third consecutive year in the DJSI
and outcomes Emerging Markets Index. We were also
conversion in Biocon Biologics, net debt
would be H93,021 million (~USD 1.1
undertaken on the ESG front by included in the S&P Global Sustainability
billion). the Company. Yearbook 2024. More recently, we were
For Biocon, sustainability is an integral part awarded a Silver medal by EcoVadis for our
Reduction in debt is a continued focus of our overall business strategy, across Sustainability Accomplishment.
and a key priority for the Company. During companies. Embedding ESG principles
FY24, Biocon Biologics prepaid USD 250 into our business purpose and practices is
million out of the acquisition consortium therefore a top priority for us. We continue
debt of USD 1.2 billion. to work on developing our strategy to
We continue to examine our business carry out our priorities, governed through
model and are looking at working capital our ESG and CSR Board Committees, under
efficiencies apart from capital investment the oversight of the Board.
plans to enhance cash generation Last year, we released the BRSR (Business
potential. That combined with other fund Responsibility and Sustainability Report)
Biocon has built world-class, allocation. These endeavors provide us Our commitment to market leadership
internationally compliant, global-scale substantial cost advantages and give us a entails relentless cost leadership through
manufacturing capabilities that produce competitive edge, enabling us to multiply Cost Improvement Processes (CIPs) across
small and large molecule therapeutic our positive impact by providing our high- all product lines. We are embracing
products to meet global healthcare needs quality products at price points that are Industry 4.0 principles and leveraging
reliably and efficiently. affordable and thus accessible to patients automation, data exchange, and advanced
globally. analytics to create smart, interconnected
We use our long-standing expertise
manufacturing systems. Adoption of
in fermentation and recombinant Robust quality management systems,
Manufacturing Execution Systems (MES) is
DNA technology and in differentiated adherence to Good Manufacturing
further enhancing efficiency, traceability,
technology platforms to manufacture Practices (GMP), and rigorous control
and quality, solidifying our position as
complex small molecule APIs, generic measures are embedded in every stage
a forward-looking organization at the
formulations, biosimilars and novel of our manufacturing process. We ensure
forefront of manufacturing advancements.
biologics. compliance with all applicable laws and
regulations to our industry, instilling We are expediting CapEx projects to
We foster a culture of innovation,
confidence in our stakeholders. ensure the swift integration of advanced
continuous improvement and consistency
technology and new capacity to support
in manufacturing processes. Leveraging Our state-of-the-art manufacturing
our commercial objectives.
vertical integration, process optimization, facilities are qualified by respective
lean manufacturing principles, and data regulatory agencies in both Advanced and
analytics enable us to boost productivity, Emerging Markets.
reduce cycle times, and optimize resource
Six Sigma and Lean Principles Six Sigma and Lean principles are methodologies used to improve processes, increase efficiency,
and reduce waste. Leveraging the power of these principles, our teams have meticulously
implemented small yet impactful process improvements, requiring minimal capital expenditure.
Biocon Group CoE for Our CoE for Operational Excellence supports routine manufacturing and provides us with
Operational Excellence breakthrough technologies, which focus on quality systems, digital transformation, and
operational excellence. At the half-yearly award ceremony conducted by CoE, 815 employees
across Biocon Limited and Biocon Biologics were rewarded for their outstanding efforts.
Cost Leadership At Biocon Limited, we are focused on evaluating cost benefits and taking strategic initiatives
accordingly. We have partnered with a leading consultancy firm for Raw Material Cost (RMC)
benchmarking, RMC deep dive, overhead benchmarking, and de-bottlenecking four lines.
Additionally, we collaborated with a business intelligence firm to gain market intelligence.
Cross-functional teams have driven CIPs, implemented Manufacturing Science and Technology
(MSAT)-driven Operational Improvement Projects (OIPs), and conducted various improvement
projects and capability-building initiatives through a bottom-up approach using Kaizen. We have
also prioritized energy conservation, water neutrality, and decarbonization efforts.
Talent Development We impart various training and awareness sessions to empower our workforce in implementing
cost-effective measures and maintain stringent quality standards. These also enable swift
problem-solving and ensure compliance with industry regulations, which are essential for
maintaining competitiveness and meeting customer expectations.
Biocon Limited
Snapshot of Generics fermentation, downstream process, State-of-the-art oral solid dosage
Manufacturing Infrastructure including chromatographic purification, manufacturing facility for seamless
7 Manufacturing sites (6 in India + 1 in chemical synthesis, peptide synthesis scale-up, from R&D to cGMP production.
U.S.) and HPAPIs.
Dedicated facility for potent molecules
90+ cGMP approvals till date. Peptide facility with various synthesizers with barrier technology (Isolators).
and supporting unit operations.
Diverse APIs manufacturing facilities - Robust quality management systems,
with capabilities in microbial adherence to GMP and rigorous
control and assurance measures.
*Under construction
Case Study 1
Case Study 2
Digital Initiatives
Initiatives Description Benefits
Warehouse Application designed to provide Maintains accurate inventory records
Management real-time visibility of inventory
Improves operational efficiency by reducing time and effort
System (WMS) levels, location tracking, and to
facilitate the movement and Optimizes space utilization, improves order accuracy
storage of goods within the
Enables better task prioritization, and performance tracking
warehouse.
Bio Path Zero A digital solution aimed at Collates EHS data as per disclosure frameworks
- Digitalized optimizing EHSS management.
Emphasizes continuous improvement of workplace safety
Environment, Helps streamline EHSS processes,
Health, Safety, and track performance, ensure Enhances reporting of internal and external audits
Security (EHSS) compliance with regulations, and
Improves reporting of incident, unsafe act and conditions & near miss
Portal reduce environmental footprint
while promoting worker safety
and well-being.
Online Utility Digital platform used to Provides real-time monitoring
Monitoring System monitor and manage resource
Gives insights into resource consumption patterns, peak usage times, and
consumption (electricity, water,
potential areas for optimization
gas, steam, etc.) in real time.
Generates alerts and notifications
Helps in integration with other digital solutions
Biocon Biologics
Snapshot of Biosimilars Multiple technology platforms, One of India’s largest mAbs
Manufacturing Infrastructure: including proprietary microbial and manufacturing facilities in Bengaluru.
3 Manufacturing Sites (2 in India + 1 in mammalian cell-based platforms.
Malaysia). Ranked among the Top 15 in global
80+ cGMP approvals till date. biomanufacturing capacity by volume#.
Case Study 3
(More details on these initiatives are given in the Natural Capital chapter.)
Syngene
Snapshot of Research Services Diverse range of reactors in stainless Hydrogenator for acidic/basic reactions,
Infrastructure steel, glass-lined and Hastelloy materials. capacity up to 4 KL and 26 bar pressure.
State-of-the art APIs and biologics Wide range of supported chemistries: Cryogenic reactor: 12 KL capacity,
manufacturing facilities in Mangaluru asymmetry catalysis, halogenation, etc. operating from -90°C to 140°C.
and Bengaluru.
Expertise in handling high-potency Particle size reduction (<10 microns)
cGMP-compliant facilities with compounds with strict safety measures. using nitrogen and air in a controlled
capabilities from GLP-Tox batches to environment.
commercial manufacturing. High vacuum distillations (<10 Torr)
and high-temperature processes (up to
24/7 operations for optimal resource 140°C).
utilization.
Digital Initiatives through completion of the Electronic Lab a ‘Single Label’ concept. Our ‘Synventory
We continue to focus our investments Notebook (ELN) rollout for all designated solution’ received a gold award from
in first-in-class technologies as a critical users across the Development and the Quality Circle Forum of India (QCFI)
enabler of our success. Our global clientele Manufacturing Services, followed by for enhancing chemical inventory
and business operations are supported successful initiation in the Discovery management. Furthermore, as a client-
with robust IT infrastructure. Services. We also transitioned to a real- centric company, we also launched
time system with QR codes and handheld ‘Lysyning’ for effective management of
In FY24, we have further extended devices for reduced discrepancies and client grievances.
our digital documentation capabilities streamlining of material storage through
Product Quality Management the risk of adverse events and ensure countries and we do our utmost to
and Compliance patient safety. Our products are subject comply with the regulatory and quality
Our products directly impact patients’ to stringent regulatory requirements requirements of respective geographies. It
health and well-being. Therefore, it imposed by health authorities such as further facilitates market authorization and
is important to have sound quality the U.S. Food and Drug Administration commercialization of our products.
management practices to minimize (FDA) and European Medicines Agency
(EMA). We have a global reach in 120+
Biocon Limited adheres to guidelines from various health regulatory authorities, including but not limited to:
U.S. Food & Drug Administration (FDA) European Medicines Agency (EMA) & its Medicines & Healthcare products
Competent Authorities Regulatory Agency (MHRA), UK
Cofepris, Mexico Central Drugs Standard Control Ministry of Food and Drug Safety
Organization (CDSCO), India (MFDS), South Korea
Quality Control Zero findings were observed in audits training programs and developed career
conducted by the U.S. FDA for both our advancement and retention strategies.
Biocon Limited Hyderabad facility and the Oral Solid
At Biocon Limited, we have a Quality Organization: It addresses our
Dosage facility in Bengaluru.
Council dedicated for implementation organizational structure and its impact
on the process, product, and patient. We
of ongoing measures and ensuring that Biocon Biologics have minimized silos and harmonized
our product quality consistently meets At Biocon Biologics, the Quality
the highest standards. Our facilities overlapping roles and responsibilities.
Management Maturity (QMM) initiative is a
are equipped with a robust Quality strategic approach to uphold the highest
Management System (QMS). We ensure Syngene
standards of product safety and efficacy.
compliance to Good Manufacturing At Syngene, applying global quality
The QMM framework is built on four
Practices (GMP), Good Storage Practices standards to all client projects is a priority.
foundational pillars:
(GSP), Good Distribution Practices The Company has invested extensively in
(GDP), Good Documentation Practices, Quality Strategy: We have re- digital processes to improve accuracy and
Good Clinical Practices (GCP) and Good envisioned our Quality Policy to align minimize human error. Transitioning to
Pharmacovigilance Practices (GVP). By with our business strategy. This vision is such fully digital quality systems improves
leveraging operational, technological, operationalized through clearly defined efficiency, speed, and accessibility
and digitization initiatives, we strive to quality objectives and metrics and to audit trails, with plans to achieve
enhance manufacturing efficiencies, encapsulated in a comprehensive Global paperless quality control laboratories.
thereby aiming high-quality product Quality Manual, which serves as a guiding Syngene facilities hold accreditations from
outputs. Regular self-inspections, carried document, placing the patient at the core regulatory authorities such as the U.S.
out by site-specific quality teams, of organizational decision-making and FDA, EMA, PMDA (Pharmaceutical Medical
supplement our efforts. External quality fostering a robust culture of quality. and Devices Agency), Japan, and Indian
audits are conducted annually, alongside national authorities. We understand the
Quality Process: It focuses on
periodic management review meetings at significance of regulatory inspections
implementing sound data governance,
both site and management levels. Every and client audits in maintaining quality
escalation management and risk
fortnight, we organize site-specific quality standards. Therefore, we conduct internal
management.
governance calls involving manufacturing audits and self-inspections to proactively
teams and site personnel to address and Our People: The ability and efficiency of identify and address any areas of
resolve issues. human resources are crucial for successful improvement.
outcomes. We have implemented various
Technology leadership
Financial excellence
Asset excellence
Syngene.
excellence
excellence
Combating Counterfeit different modalities to smoothen the Signal management activities: Biocon
Medicines process of reporting adverse events and performs global signal evaluation for
The problem of counterfeiting medicines product quality complaints to marketing all its products approved in multiple
poses a significant threat to global authorization holders. A toll free number, countries. This is done to ensure benefit-
health, as it compromises the efficacy of drug safety mailbox, fax, and PV webpage risk evaluation for the usage of a particular
treatments and can lead to serious health portal on the Biocon website have been drug in the patient population. If any new
risks, including death. We implement set up to create a robust system to collect safety signal is identified, we communicate
serialization for all supplied products, safety information from patients and it to the regulatory agency.
utilizing unique labels and packaging that healthcare providers. As per the regulatory
Risk management activities: We perform
are challenging to duplicate. For APIs, a requirement, we perform a weekly or
specific risk mitigation activities for some
barcode system is employed, with each monthly literature search to monitor any
products, as per regulatory requirements,
barcode containing details such as batch new safety signal for a product.
to ensure patient safety and risk
number, product name, manufacturing Processing of Individual Case Safety communication.
site information, and serial numbers for Report: Biocon has hosted a validated
sales tracking. drug safety database to process Individual Adverse Event Training
Case Safety Reports (ICSRs) that meet the All new employees are given mandatory
Pharmacovigilance regulatory validity criteria. Product quality training on adverse events at the time
Biocon Group companies deploy complaints are forwarded to the product of induction. Furthermore, there is an
Pharmacovigilance (PV) systems that quality team for further investigation. annual refresher training provided for
ensure any adverse events/ side effects Depending on the regulatory requirement, all employees of Biocon Limited and its
and/ or product quality complaints these ICSRs are submitted to regulatory subsidiaries.
associated with any of our products are authorities.
identified, collected, and analyzed by
Aggregate report: We conduct
experts, and appropriately disseminated.
cumulative analysis of individual cases
A dedicated PV team in each company
received during a specific period, in
tracks and reports complaints received via
compliance with country-specific
purpose-built web portals.
regulatory requirements, which helps us
At Biocon, providing safe and effective monitor the safety and efficacy of a drug
products is of utmost importance. product.
Considering the complexity of Biocon’s
business in the different territories of
U.S., UK, EU, and other global markets,
Biocon has established a global PV
framework to incorporate the best Biocon Biologics Expands Pharmacovigilance Capabilities Post-Integration
drug safety practices. This has reduced
Biocon Biologics has expanded the scope of Pharmacovigilance after the
redundancy and duplication of activities.
successful completion of the integration of Viatris’ biosimilars business, which
Further, Biocon has out-licensed its own
led to our direct global presence in Advanced Markets. To comply with regional
products in multiple territories to partners
and country-specific regulations, additional on-ground staffing was completed
and also in-licensed many products
and strategic partnering was accomplished to ensure compliance with reporting
from different partners. This global PV
requirements and obligations. Qualified Person Responsible for Pharmacovigilance
framework facilitates seamless exchange
(QPPV) positions were set up and an organizational restructuring was carried out
of safety information and compliance with
to improve sponsor oversight on activities. Key activities such as signal
regulatory requirements.
detection and risk management have been retained in-house. Due
The process followed by the PV team to to a four-fold increase in volume of cases post-integration, we have
ensure the safety and efficacy of products engaged Eversana as a strategic partner to manage Pharmacovigilance
includes: operations globally. We have also invested in Oracle-Argus database to
fully digitize the progress flow and submissions to health authorities to
Establishment of adverse event/
ensure compliance and efficiency.
product quality complaint collection
modalities: The PV department sets up
The Biocon Group fosters a culture of Our expertise spans drug discovery, processes, and data. This commitment
innovation and invests strategically in preclinical and clinical research, and instils trust among partners and
research and development. We believe in CMC, enabling us to navigate the entire stakeholders, reinforcing integrity and
truly exploiting the multiplicative effect of value chain effectively. We extend our upholding confidentiality standards.
investing in R&D to realize our purpose of commitment to intellectual capital
At a Group level, our net R&D investment
enabling access to lifesaving medicines. through research partnerships with
was H11,540 million, representing 10%
With comprehensive R&D capabilities, we academia, enhancing process efficiencies
of our Total Revenue (ex-Syngene). We
undertake research in the development and exploring novel approaches.
are leveraging the ‘Multiplier Effect’ as
of generics, biosimilars, and novel Collaborating with esteemed institutions,
we continue to invest in creating the
therapies to develop therapeutic solutions we leverage collective knowledge to
kind of intellectual wealth that can drive
that meet diverse patients’ needs. This optimize operations and deliver innovative
exponential growth and maximize value
approach aims to create innovative healthcare solutions.
for our stakeholders.
solutions benefiting millions while
Through our Research Services business,
creating value for stakeholders. We pursue
we accelerate innovative research for
a robust in-house intellectual property (IP)
customers, supporting their goals with
strategy to generate IP such as process
tailored research services. Emphasizing
patents for the manufacture of key generic
IP protection and information security,
small molecules and biotherapeutics.
we prioritize safeguarding our research,
Product
launches 5 25
Products in the
pipeline* 33 APIs 50 Generic
Formulations 12
Products in our
portfolio* 75 APIs 83 Generic
Formulations 20
Regulatory
filings 37 APIs 38 Generic
Formulations 42
Regulatory
approvals 20 APIs 24 Generic
Formulations 40
R&D investment
as % of revenue 8% 10%
Biocon Limited Biocon Biologics Syngene
R&D staff*
406 451 5,600
*As of March 31, 2024
Biocon Limited
Through our R&D efforts, we continued Key launches for the year include: process, but wild-type enzymes have
to win regulatory approvals in different Liothyronine Sodium tablets and limitations such as slower reaction rates
geographies in FY24: Famotidine oral suspension (in-licensed and instability in industrial conditions.
product) in the U.S. By leveraging indigenously developed
Liraglutide approved in the UK.
computational biology tools and software,
Vigabatrin capsules, Famotidine oral Mycophenolate Sodium (MPS) tablets, we’ve accelerated the identification of
suspension, Liothyronin Sodium our first drug product in Israel. target enzymes, minimizing the number
tablets, Oxcarbazepine oral suspension of laboratory experiments needed. The
approved in U.S. Received tentative R&D Partnerships successful collaboration yielded a novel
approvals for Lenalidomide capsules We identify partners through extensive enzyme that has been used to develop
and Dasatinib tablets in U.S. literature reviews, conferences, etc., that the biotransformation-based process
align with our objectives. Our partnerships for Simvastatin. The process has been
Dabigatran capsules and Rivaroxaban serve various purposes, including successfully developed in R&D.
tablets approved in Europe. knowledge and technology sharing, and
Mycophenolate Sodium (MPS) funding support. Partnership for Augmented
approved in China. Intelligence-Driven Product
Partnership for Green Chemistry Development
Posaconazole tablets, Mycophenolic In our green chemistry initiative, we’ve By harnessing the power of Augmented
Acid tablets, Tacrolimus capsules, collaborated with a startup (based Intelligence and digital technologies,
Sacubitril / Valsartan tablets, in India) in computational biology we are driving innovation, accelerating
Rosuvastatin tablets, Posaconazole to enhance enzyme engineering for our product pipeline, ultimately
tablets and Lenalidomide capsules biotransformation-based APIs synthesis. delivering better healthcare solutions
approved in select MoW markets.. Enzymes are the key components in this to patients worldwide. AI research tools
predict multiple routes and processes, effective, eco-friendly synthesis routes Utilized tools such as SciFinder
offering comprehensive information with greener chemistry, generating retrosynthesis and Reaxys AI predictive
on complexity, atom efficiency, and intellectual property. In FY24, we: research tool for synthesizing new
conditions. It utilizes a deep learning routes and chemistry.
Collaborated with third-party partners
algorithm trained on the largest chemistry
to leverage Augmented Intelligence for Explored AI applications across various
reaction dataset for accurate retrosynthesis
product development. products, with a recent collaboration on
solutions. This helps develop cost-
the Dasatinib product.
Biocon Biologics
Biocon Biologics is among the highest Initiated global Phase III clinical trial for Markets. To meet the evolved needs of
R&D spenders within the pharma industry bPertuzumab. the business, we expanded our team
in India. Our R&D investments of H9,110 and invested in digital solutions. We
Received U.S. FDA approval, marketing
million represented 10% of our revenue successfully migrated all Electronic
authorizations in EU, UK, and provisional
in FY24. Common Technical Document (eCTD)
approval in Canada for Yesafili™
sequences and related source documents
Deploying our intellectual capital led to (bAflibercept).
from Viatris to Biocon Biologics’
the following developments:
20+ patents obtained in FY24. environment without any disruptions to
40 regulatory approvals received in our business operations.
While the transition of Viatris’ biosimilars
FY24.
business was in progress, our global
42 regulatory filings submitted in FY24. regulatory team undertook the formidable
task of filing for Marketing Authorization
U.S. FDA accepted our BLA for
Transfers of 500+ product registrations
bUstekinumab for review under the
across Advanced Markets and Emerging
351(k) pathway.
Digital Transformation During FY24, these platforms Provide insights into business
Initiatives facilitated: performance and reduce
Biocon Biologics has been leveraging operational cost through process
Outreach to 14,000+ healthcare
digital transformation strategies and optimizations.
professionals (HCPs)
pathways to add efficiencies across Enable real-time tracking of
workflows. Due to the integration of Development of 15 web pages and
shipments, inventory and orders
the acquired business, the necessity the digital content centrally
across third party logistics partners
and scope for digital strategies Simplified and automated medico- and customers.
expanded multi-fold. legal review or promotional
Minimize compliance risk by
Commercial Operations: For a materials
leveraging robust internal controls,
seamless execution of commercial Real-time insights on sales audit trails and avoiding penalties.
operations across 120+ countries, performance, market access and
multiple industry leading digital Ensure compliance with
product performance metrics
platforms were implemented to local taxation and regulatory
manage activities such as sales, Supply Chain: We have completely requirements.
marketing and customer relationship digitized our supply chains and have
management. Some of these platforms implemented Enterprise Resource
are capable of facilitating real-world Planning (ERP) systems to plan and
analytics using Big Data & AI. monitor operations in real time. This
ERP systems have helped us:
Anticipate fluctuations in demand
and supply.
Syngene
Over three decades, we have pushed The Company has leveraged the This year, we expanded the capabilities
the boundaries of innovation, transformative role of technology in of Syn.AI™, our proprietary AI platform,
delivering solutions to clients across the redefining R&D through advancements to facilitate the identification of the most
pharmaceutical, biotechnology, nutrition, in data science and automation. We have effective drug targets for combating
animal health, consumer goods, and also invested in the latest technology in diseases. In line with our commitment
specialty chemical sectors. In doing so, PROTACs, cell and gene therapy, antibody to innovation, the tool’s molecule design
we have built a strong reputation for IP drug conjugates and oligonucleotides. Our capabilities were broadened beyond life
creation and protection for our clients world-class capabilities mean that we can sciences to pioneer physics-based and AI
around the world. support clients in navigating the rapidly workflows for applications in the energy
evolving landscape of drug research and and cosmetic sectors.
healthcare transformation.
Developing Innovative thinner and affect the cells responsible Initial preclinical studies in rodents
Nanoparticle for AMD for vision. were promising and the teams are
Treatment moving forward on the first-in-human
This innovative drug delivery system
clinical trial. Syngene completed
In collaboration with a U.S.-based targets specific macrophages in the
polymer production, nanoparticle
biotech company, Syngene has made retina to modulate innate immune
formulation and the fill finish activities
significant strides in the development dysfunction and prevent vision loss
to provide a GMP-compliant drug
of a glyco-immune therapeutic associated with AMD. Leveraging
product for clinical trials. The filling was
nanoparticle for the treatment of Syngene’s expertise, two teams
done at the new injectable fill-finish
age-related macular degeneration contributed to the creation of the
facility in Bengaluru.
(AMD). The nanoparticle aims to delivery particle:
increase the surface area of the drug
The performance and specialty
product and can deliver the drug to
materials unit synthesized the
the eyes via intravitreal injection. AMD
functionalized biodegradable
is a challenging disease of the retina,
polymer
which may lead to blindness in the
elderly population. Dry AMD affects The formulations development unit
the macula - an area of the retina developed the nanoparticulate-
responsible for clear vision. Over time, based ophthalmic drug delivery
tissue in the macula may become system using the polymer.
Computer-aided Drug into the brain by surgery. We are using directly into patients’ circulatory
Discovery for Parkinson’s a Research Informatics based approach systems without needing surgery and
Disease to develop a non-invasive and patient- avoiding post-operative complications.
friendly variation of the peptide drug
The blood-brain barrier has been
that makes delivery of the drug non-
a significant hurdle in achieving
surgically possible.
drug delivery into the brain to fight
debilitating neurodegenerative The optimized drug candidate could
diseases like Parkinson’s disease and be used to treat a wide range of
Alzheimer’s disease. A biopharma neurodegenerative brain diseases as
company has developed a peptide well as brain-related diseases such
drug candidate for Parkinson’s disease as cancer and traumatic brain injury.
that needs to be administered directly The medicine would be administered
Dr. Sanjiv Agarwala (AACR), the American Society of Clinical complications in cancer patients.
Sanjiv Agarwala is the Chief of Medical Oncology (ASCO), the European Society of Dr. Mandalat has made significant
Oncology and Haematology at St. Medical Oncology (ESMO), and the Society contributions to organizations such as
Luke’s Cancer Center and Professor of for Melanoma Research (SMR). ESMO and the European Organisation for
Medicine at Temple University School of Research and Treatment of Cancer (EORTC)
Medicine, in Philadelphia, U.S. He is an Dr. Mario Mandala in the management of melanoma and
expert in the research and treatment of Mario Mandala is an Associate Professor thromboembolic complications in cancer
melanoma and immunotherapy of cancer of Medical Oncology at the University patients.
and has presented and led numerous of Perugia, Italy. Dr. Mandala is a
conferences and meetings across the member of the European Society for Hans-Friedrich Koch
globe. Dr. Agarwala has written and Medical Oncology (ESMO) Committee Hans-Friedrich Koch is an expert in
contributed to over 200 publications and of Melanoma Guidelines. He is on the biostatistics and data management
book chapters on melanoma, immune- editorial board of several international with over 40 years of experience in the
oncology and other research areas. He is journals. He has authored more than pharmaceutical industry. He specializes in
an active member of several professional 190 publications and his major scientific biosimilar drug development and offers
and scientific societies, such as the interests are clinical and translational guidance for global clinical development
American Association for Cancer Research research on melanoma, gastrointestinal programs.
cancer and thromboembolic
Dr. Steven R. Feldman serving as a member of the editorial center in several major clinical trials. Most
Steven R. Feldman is a board-certified board of four journals. He is a member of her studies have specific emphasis on
dermatologist and dermatopathologist. of the Tongue Cancer and Lung Cancer the treatment of both non-neovascular
He is Professor of Dermatology, Pathology Practice Guidelines Sub-Committee for and neovascular age-related macular
and Public Health Sciences at the Wake the Indian Council of Medical Research degeneration and all aspects of diabetic
Forest University School of Medicine in (ICMR) and Head and Neck Committee for retinopathy. Dr. Bressler has a large
North Carolina, U.S. He earned his M.D. National Cancer Grid. He has also served national and international referral practice.
and PhD degrees from Duke University as a member of several professional In addition, she has published 223 peer-
in Durham, North Carolina, U.S. and then organizations such as ASCO, ESMO etc. reviewed articles and 55 book chapters.
completed a dermatology residency at the Her editorial board positions include
University of North Carolina at Chapel Hill Dr. Shirish Gadgeel American Journal of Ophthalmology,
and his dermatopathology residency at Shirish Gadgeel, MD (Fellowship in Survey of Ophthalmology, Retina, EyeNet
the Medical University of South Carolina, Medical Oncology), is a renowned medical Magazine, Health After 50: The Johns
in Charleston. He has authored over 750 oncologist affiliated with the Henry Ford Hopkins Medical Letter, and the Wilmer
publications in his 35-year career. Cancer Institute in Detroit, U.S., where he Retina Update.
serves as Division Head for Hematology/
Dr. Alan Menter Oncology and as an Associate Director Professor Richard Eastell
Alan Menter is a dermatologist and of Patient Experience and Clinical Care. Richard Eastell is currently Director of the
former Chairperson of the Division of His clinical research experience spans Mellanby Centre based at the University
Dermatology at Baylor University Medical 20 years. He is also a member of the of Sheffield, UK. Some of his recent
Center in Dallas, U.S., and program director steering committee of the Lung Cancer contributions have been authorship on
at Baylor Texas for the Dermatology Committee of Southwest Oncology Group. key papers describing new treatments for
Residency Program. In addition to his He is the Associate Editor of Clinical Lung osteoporosis, such as tibolone, zoledronic
medical work, Dr. Menter also served Cancer and a reviewer for many journals, acid, denosumab and lasofoxifene as
as a Clinical Professor of Dermatology including Clinical Cancer Research, Journal well as addressing issues about safety of
at the University of Texas Southwestern of Clinical Oncology, Lancet Oncology, medications and provide guidelines to
in Dallas and is a frequent speaker in and Journal of Thoracic Oncology. He has diagnose primary hyperparathyroidism, a
his field. He notably spent six years as a served as faculty for the annual meeting of common disorder resulting in high levels
Clinical Director of the National Psoriasis the American Society of Clinical Oncology of blood calcium.
Foundation Gene Bank, between 1996 (ASCO) and as a member of the education
His work as a clinical investigator was
and 2002. Dr. Menter is a past president committee of ASCO. He is a member
recognized in 2014 by the Frederick C
of the Texas Dermatology Society and a of the Communications Committee of
Bartter Award from the American Society
former board member of the American the International Association of Study of
for Bone and Mineral Research.
Academy of Dermatology. He received Lung Cancer (IASLC). He was awarded
the Giants of Dermatology Award from the Cancer Clinical Investigator Team
Leadership Award by the National Cancer
Professor Felicia Cosman
Dermatology Times in 2020. He was
Institute in 2012. Felicia Cosman is the Professor of Clinical
previously acknowledged by the American
Medicine at Columbia University College
Academy of Dermatology with the Clark
Dr. Susan B. Bressler of Physicians and Surgeons in New
W. Finnerud Award in 2015 and a Lifetime
York City, NY, U.S. She is an osteoporosis
Achievement Award from the National Susan B. Bressler is the Julia G. Levy,
specialist and was a clinical scientist at
Psoriasis Foundation in 2013. Dr. Menter Ph.D. Professor of Ophthalmology at
Helen Hayes Hospital in West Haverstraw,
has consistently been highlighted in Best the Wilmer Eye Institute at the Johns
New York. Dr. Cosman is the recipient of
Doctors in America since 1994. He has Hopkins University School of Medicine,
multiple research grants from the National
published ~300 articles, four books, 19 Baltimore, U.S. She is a board-certified
Institutes of Health (NIH), the Department
book chapters and numerous reviews for ophthalmologist and has subspecialty
of Defense, the National Multiple Sclerosis
medical journals such as the New England training in medical retinal disorders,
Society, and multiple pharmaceutical
Journal of Medicine and Lancet. vitreoretinal disease, and retinal surgery.
companies. She has published 155 peer-
Her main research interest has been
reviewed papers and 50 book chapters,
Dr. Chirag Desai collaborative efforts in clinical trials. She
and acted as an NIH grant reviewer,
Chirag Desai, a medical oncologist, is has served as principal investigator of
associate editor for several journals, and
affiliated to the Hemato-Oncology Clinic, an image reading center that has served
the co-editor-in- chief of Osteoporosis
Vedanta Ahmedabad, as a one of the as a central unit for many clinical trials
International. Her major research focus
Founder Directors. He has published his and epidemiologic investigations, as
over the last decade is the use of
research work extensively in national and Vice Chair of the Diabetic Retinopathy
teriparatide, a bone building medication,
international journals and is currently Clinical Research Network, and as principal
in combination with antiresorptive agents,
investigator of a participating clinical
and in novel cyclic regimens, in the include the epidemiology, etiology osteoporosis, osteoarthritis and rare bone
treatment of severe osteoporosis. and therapy of osteoporosis in men, diseases such as fibrous dysplasia of bone
the evaluation of new diagnostics and and osteogenesis imperfecta. He has
Dr. Eric Orwoll therapeutics, osteogenesis imperfecta, published more than 250 articles in peer-
Eric Orwoll is Professor of Medicine effects of sex steroids on skeletal biology, reviewed journals.
and attending physician in the bone and skeletal genetics/proteomics.
and mineral section of the Division of Professor Toshio Matsumoto
Endocrinology, Diabetes, and Clinical Dr. Roland Chapurlat Toshio Matsumoto is Professor Emeritus
Nutrition at the Bone and Mineral Clinic, Roland Chapurlat has been a Professor at Department of Medicine and
Oregon Health & Science University of Rheumatology at the University Bioregulatory Sciences, University of
(OHSU), Oregon, Portland, U.S. He has been Claude Bernard-Lyon 1, France, since Tokushima Graduate School of Medical
the director of the Bone and Mineral Clinic, 2005. He is the Chief of the Division of Sciences, Tokushima, Japan. His main
and of the Bone Density Lab at OHSU. Rheumatology and Bone Diseases and areas of research include metabolic
Dr. Orwoll specializes in the evaluation and the head of the Department of Medicine pathology, bone and calcium metabolism
care of patients with osteoporosis, other at Edouard Herriot Hospital in Lyon. Dr and endocrinology. He has over 600
forms of metabolic bone disorders, and Chapurlat is also leading the team “Bone publications to his credit in peer-reviewed
abnormalities of calcium metabolism. He is and chronic diseases” at the Université de national and international journals.
an internationally recognized expert in the Lyon’s INSERM UMR 1033, a research unit
area of bone biology and metabolic bone affiliated with the French National Institute
disease, and has considerable experience of Health and Medical Research, and a
in basic, clinical, and epidemiological reference center for rare bone diseases
investigation. His areas of research interest in Lyon. His main research interests are
Scientific Publications
Biocon Biologics is committed to advancing scientific knowledge within the broader scientific and medical community. Our CDMA team
works towards this goal through the following key publications during FY24.
Biocon Biologics We have partnered with industry leaders System (ISMS) to include our facilities in
The Office of the Chief Information who provide us with intelligence on data Malaysia and Chennai. These facilities
Security Officer (CISO) supports Biocon leakage across the Internet and Cloud have now achieved certification under the
Biologics’ digital transformation initiatives services. We ensure all our partners ISO 27001:2013 standards. Consequently,
by investing in abilities to defend, provide solutions that will protect Biocon all our facilities are now certified in
withstand and recover from disruptions. Biologics’ information by design. accordance with these standards. Aligning
We use world-class technologies and to industry standards helps us maintain
Our participation in security communities
expertise to reduce the risks of such continuous rigor of training everyone with
in India and outside also helps us update
disruptions, with the scope now being access to Biocon Biologics information at
defenses proactively as we learn from
included in our entire global footprint. least annually. We regularly host Townhalls
others’ experiences.
and other Cybersecurity Awareness
The Office of the Group CISO has Our information security program is campaigns.
incorporated a Zero Trust Approach to aligned to the guidelines and regulations
defend against known and unknown required by authorities within and
threats. This approach was specifically outside the countries we operate from.
relevant during the integration of the In FY24, we broadened the scope of
acquired biosimilars business. our Information Security Management
Biocon champions a workplace culture We prioritize cultivating a diverse, inclusive financial and physical well-being of our
that instils a sense of belonging, stimulates and equitable workplace that empowers team, thereby enhancing productivity.
creativity, promotes teamwork and women in non-traditional roles. We
The effectiveness of our efforts is evident
encourages innovative thinking. Our strive to support the skill development
in Biocon’s consistent recognition as a top
performance-driven ethos works on a of our people and have tailored our
global employer. In 2023, we were ranked
‘Multiplier Effect’ by pooling in the creative performance management systems to go
among the Top 10 global pharmaceutical
genius of our employees to magnify beyond the traditional approach toward
and biotech employers for the 11th
our impact in terms of co-creating continuous feedback and evaluation of
consecutive year, recognized for being
transformative solutions to real-world performance. Moreover, the Group Center
an ‘innovative leader in the industry’,
problems, as well as generating value of Operational Excellence drives a culture
being ‘socially responsible’ and having
for all stakeholders. Our ‘good to Great’ of excellence throughout the organization.
‘loyal employees’’ by U.S.-based Science
(g2G) initiative encourages Bioconites These initiatives aim to improve efficiency,
magazine.
to demonstrate critical behavioral traits, productivity and agility across all functions,
fostering a culture of excellence and thereby enhancing the ‘Multiplier Effect’.
continuous learning.
We are steadfastly committed to fostering
an environment that bolsters the mental,
Performance Highlights
16,315 25
Group workforce %, Women
38
Average
73
H million,
0
Fatalities across
21,370
H million, Investment in
in the Group hours of L&D Total spend our manufacturing Employee benefits and well-
workforce on L&D locations being initiatives
17.6% 29%
Biocon Limited Biocon Biologics
26.4%
Syngene
Talent Acquisition
Employee Count
Biocon Limited Biocon Biologics Syngene Total By recruiting the best
talent, we actively
3,572
766
4,338
3,901
1,566
5,467
4,791
1,719
6,510
12,264
4,051
16,315
seek to create future
leaders. We leverage
multiple channels such
as campus placements,
strategic engagements
with top universities
in India, leading job
portals, lateral hires
and employee referrals
to onboard talented
individuals. Our
internal job posting
policy ensures internal
opportunities are
prioritized before
Male Female Total Male Female Total Male Female Total Male Female Total external sourcing.
New Hires
Biocon Limited Biocon Biologics Syngene Biocon Group
752
313
1,065
954
583
1,537
721
326
1,047
2,427
1,222
3,649
Male Female Total Male Female Total Male Female Total Male Female Total
Gender
Male 18
Female 21
Total 18
Gender
Male 27
Female 22
Total 26
Syngene (%)
Biocon Limited (NAPS), which is an initiative by the and aptitude aspects, ensuring thorough
To streamline our hiring process, we Government of India to promote validation of shortlisted candidates.
have integrated an AI-based system skill development and employment In FY24, we successfully provided
with our Cloud-based Human Resources opportunities for the youth. Our focused employment opportunities to 115
management platform. This tool assesses approach on NAPS serves as a key avenue apprentices under the NAPS scheme.
job-candidate matches, eliminating bias for sourcing entry-level talent, including
We follow a structured induction process
while hiring. Candidates can participate in diversity candidates. Currently, 80% of our
to integrate new hires into their roles and
asynchronous video interviews, offering apprentices are women. The apprentices
the organization. In FY24, we condensed
them the flexibility to participate in the undergo mandatory training, including
our orientation from three days to a
interview at a time that suits them best. departmental Standard Operating
single day to provide new hires with a far
Hiring managers review these interviews Procedure (SOP), and upon completion,
more structured, concise and enhanced
and invite shortlisted candidates for final hiring managers provide feedback for
onboarding experience, which is digital
rounds. consideration of employment against
and is replicated across locations, thereby
open roles. This feedback is supplemented
Biocon is a participant in the National giving a seamless and uniform experience
by online assessments, including technical
Apprenticeship Promotion Scheme to all new Bioconites.
Case Study 4
Biocon Biologics In addition to the employees transitioning position as a market leader. We also
As part of the integration of the acquired over from Viatris, we on-boarded realize that skill shortage, especially STEM
business, 250+ individuals came over from diverse, global talent from the market to talent, is a global concern. To tide over
Viatris to Biocon Biologics. supplement capabilities and meet the this challenge, and to ensure optimum
needs of the business. performance of our talent pool, we have
Integrating a Global Workforce adopted a ‘Skills First’ approach.
At Biocon Biologics, we encourage
We held multiple orientation sessions to a culture of openness, which allows
help the new employees understand our every employee to speak up. In FY24,
Syngene
vision, values, and ways of working. These we leveraged digital tools to make the New hires undergo a two-day induction
sessions also covered rewards, benefits, feedback process seamless. at one of our campuses. A buddy
Learning & Development, and other system pairs each newcomer with an
processes. Additionally, we mapped their ‘Skills First’ Approach experienced mentor. The induction covers
skills to define roles and responsibilities, We understand that identifying, company culture, values, safety protocols,
which informed their learning needs developing and retaining highly skilled compliance standards and operational
assessment. employees is a key contributor to our excellence.
What We Did Better This Year Introduced fireside chat with Women’s Day followed by various
Enabled Shift A (6 am—2 pm) Leadership providing a platform for events spanning the entire month of
and Shift B (2 pm-10 pm) for women meaningful conversations, thereby March.
Bioconites across all locations in India fostering openness and transparency
Provided support to Bioconites
in addition to General shift. Conducted exit interviews and during their maternity leave through
Transitioned to Gender Balance discussions for Bioconites who resigned regular check-ins with the DEIB core
Workshops from Gender Sensitization from positions of senior manager and team.
to promote a diverse and inclusive above, with HR leaders and the Head
Continued to help women ease
work culture. Several sessions were of HR.
back into their roles post-maternity
conducted covering over 1,000 Celebrated Women in Science Day leave, helping them balance work and
managers and leaders. with sessions addressed by an ISRO parenthood.
Hosted awareness sessions and scientist, ELT members and senior
Conducted quarterly 1:1 sessions and
inclusive workshops for Bioconites, women leaders.
focus group discussions for Bioconites
Neo-Parents and the Millenial-Zillenial Marked the beginning of Diversity led by the HR Head providing timely
Network. Month by observing International and adequate guidance.
What We Did New This Year Rolled out BioLeap, a leadership Established mother care rooms at
Implemented diversity hiring goals development program tailored Biocon Campus, supporting the needs
and retention goals in the scorecards for women Bioconites at the mid- of working mothers.
of every Business Leader, ensuring management level.
Conducted diversity hiring drives
accountability and focus on diversity Enhanced safety measures for that attracted over 6,000 women
outcomes. women utilizing public transportation applicants.
Introduced paternity leave and during late evenings.
Celebrated International Men’s Day
revised existing policies to make them Launched the Ayana Lounge for the first time.
gender-neutral. for women in Bengaluru and
Visakhapatnam.
Biocon Biologics contributions, we organized an event Rolled out the Women Leadership
Creating a diverse and inclusive workforce dedicated to celebrating them. Development Program to empower top
has been a focus area at Biocon Biologics, talent in higher education.
Launched BioLeap, a development
and during the year, we intensified DEIB journey program specifically designed for
initiatives with the 5A (Awareness, women, focusing on their professional
Syngene
Acknowledge, Acceptance, Application growth and leadership development We value having a diverse workforce that
and Acceleration) approach. within the organization. brings together different perspectives,
capabilities and experiences. We have
Currently, 29% of our employees and 18% Organized panel discussions on LGBTQ+ taken steps to ensure our core processes
of our Board members are women. We inclusion, gender balance workshops are fair and inclusive for all genders. We
are approaching gender parity in our R&D across functions and Employee Resource are also making our campuses more
function, marking a significant milestone. Groups (ERGs), focusing on gender accessible for differently abled employees.
diversity. Women make up 26% of our employees,
DEIB Initiatives in FY24
Conducted supplier Diversity & Inclusion significantly higher than the 11% industry
We continue to consciously onboard
(D&I) training through an interactive average.
women across STEM-based roles such as
manufacturing, research and development session with 80+ suppliers on workplace
and quality. Across these three functions, inclusivity during the Suppliers’ Conclave.
we had 44% women employees during Plans for a supplier diversity assessment
the year. In recognition of their significant are underway for this year.
Learning & Development (L&D) Recognizing the power of cross-functional strategic acumen, people management
Learning is a key part of our culture to collaboration, we launched activity and collaboration skills through a
drive new ideas and strong performance. and discussion-led workshops this year comprehensive 6-month blended learning
We invest in growing our people’s skills to enhance teamwork, build trust and journey. This year, we trained 39 Bioconites
and promote an environment of curiosity integrate diverse perspectives into under this program through 6 sessions.
and continuous learning. Building the product development. By addressing
Managerial Effectiveness Building:
right capabilities today ensures we have personal and organizational challenges,
Targeted workshops aimed at enhancing
the workforce to succeed tomorrow. we ensure effective collaboration, leading
managerial prowess, focusing on handling
to innovative solutions and faster time-to-
feedback, emotional intelligence and team
Biocon Limited market.
development to reduce attrition in critical
We invest in the holistic development of BioLearn: Our e-learning platform areas. Throughout the year, we facilitated
our talent, facilitating access to curated that empowers our workforce to four sessions, with a total of 48 managers
training programs that build critical upskill themselves anytime, anywhere, actively participating in these programs.
business competencies as well as nurture continues to be an important part of our
personal and professional growth. We also Biocon Future Leaders Development
L&D strategy. With over 14,000 courses
maintain focus on building leadership Program: A specially crafted 2-year
available on it, from technical to behavioral
capabilities within our workforce and management trainee program designed
and soft skills training, Bioconites can
enhancing the skills of our leaders, for recent graduates from premier
upskill at their own pace, embedding
equipping them to catalyze growth and management institutes, aiming to groom
learning seamlessly into their routines.
amplify our transformative impact. them into future leaders within the
In addition, we prioritize leadership pharmaceutical industry. It offers a holistic
We offer calendarized programs for development through distinctive learning experience across functional
Bioconites tailored to meet diverse programs such as: and cross-functional stints, mentored
needs, including technical trainings, by experienced leaders to foster new
certification programs like Lean Six Sigma BioEdge: A flagship leadership
ideas and innovative problem-solving
and proficiency in tools like MS Excel and development program that focuses on
approaches. In FY24, we had 9 future
Power BI. These resources enable our team key identified mid-managerial talent
leaders joining this program.
to upskill and stay relevant in the dynamic to prepare them for future leadership
biopharmaceutical industry. roles. This is designed to enhance their
Case Study 5
Biocon Biologics ways, as a self-assessment and as an instance, our Malaysian team attended
Learning and Development pathways at assessment by the manager. The gaps and specialized sessions on Bio-agrotech
Biocon Biologics are determined using a and learning needs identified through and Biopharmaceutical Employability
‘Skills First’ approach, which starts with a these assessments help identify hiring & Entrepreneurship. We also offered
comprehensive skills survey conducted needs and shape the L&D pathways for leadership programs like Young Leadership
by the in-house Skills Academy. This helps the existing employees. Our goal is to Development, High Potential Leadership
in mapping the existing and potential create ‘hyper personal learning journeys’ Development Program (conducted by
future skills needed in the biosimilars and for our employees. During FY24, we IIM Bangalore), BioAspire and Managerial
larger pharmaceutical industry, leading invested H20 million in L&D programs, Effectiveness Program. Additionally,
to the creation of a skills taxonomy. The which cumulatively amounted to 221,898 training on ‘Unconscious Bias’ and cross-
identified skill sets are further grouped learning hours. We prioritized employee functional collaboration workshops
under 8 broad categories, against which development through three types of promoted teamwork and inclusivity.
the skill sets of existing employees are trainings: technical, leadership & soft
mapped. This mapping is done in two skills and culture & belongingness. For
Case Study 6
Syngene
We help our new talent lay a solid
foundation through the Syngene Training
Academy’s six-month induction program.
This familiarizes recent graduates with the
Company’s vision, goals and core values
while building their technical prowess.
We offer specialized certification programs
that deepen subject matter expertise
of our scientists. In collaboration with
the Institute of Bioinformatics and
Applied Biotechnology, we provide
advanced courses such as the six-month
certification in large molecule discovery
and development. This year, we launched
an enhanced version of the science
certification program. We also invested
in holistic development through life skills
and leadership programs to nurture well-
rounded professionals and introduced
special programs for English language
lessons on AI digital platforms this year.
All staff are required to complete four
mandatory training programs, including
annual re-certification of the Code of
Conduct, anti-bribery and anti-corruption,
prevention of sexual harassment and data
integrity policies.
Employee Well-Being Biocon Limited wellness sessions this year, engaging over
Beyond our focus on the career-related Our comprehensive and well-rounded 3,000 Bioconites in promoting a culture of
growth of Bioconites, we care for each of Employee Assistance Program (EAP) is holistic well-being.
them holistically. To maintain a culture built around the four pillars of well-being
that truly supports and encourages - Physical, Emotional, Social, Financial.
well-being at work, we continue to drive The programs are aimed to provide
innovation with our well-being programs support to Bioconites and their families.
and support. We conducted around 90 health and
Employee Volunteering Within 6 months, we rolled out 7 programs designed to support Biocon Foundation’s
We adopted a policy this year for with 199 volunteers logging 640 hours in projects as well as other social causes.
employee volunteering, to encourage all various social projects, that reached 3,800+
Through a digital platform, Bioconites can
Bioconites to contribute one ‘person day’ students across 14 government schools.
register for volunteering, with participation
in a year towards social causes. The volunteering opportunities were
hours tracked systematically.
Annual Biosurvey Indicates The questions covered topics around aspects in cultivating an overall sense
Positive Pulse at Biocon safe and secure workplace, health of purpose and happiness quotient.
Limited & well-being, job satisfaction with
Two qualitative questions gathered
respect to career, growth opportunities
We conducted this survey in insights on what Bioconites admire
and managerial feedback for
December 2023 to gauge employee about the Company and areas they
performance improvement. Teamwork,
sentiment and identify areas for wish to see change in.
collaboration, communication with
enhancement. It covered 16 questions
leaders and reporting issues without The Biosurvey serves as a
across 7 key themes:
fear were also covered, which can vital tool for guiding policy
1. Culture help mitigate stressful situations for development and ensuring
2. Enabling Environment employees. In addition, the survey the attraction, retention and
assessed the prevalence of an development of top talent.
3. Rewards and Recognition
unbiased and fair culture, openness to
4. Managerial Effectiveness We received a 91% positive
new work-related ideas and the extent
score on the survey with a
5. Collaboration to which Bioconites felt valued for their
participation rate of 91%.
6. Well-Being contributions, which are important
7. Learning and Growth
Performance Management New initiatives this year include the Advocating for data-driven decisions
At Biocon Limited and Biocon Biologics, introduction of a cross-functional and transparent communication to
our performance management system promotion panel at Biocon Limited uphold the principles of DEIB in the
is based on organizational priorities, that for senior-level promotions, advancing calibration process, among others.
then shape the departmental scorecards unbiased and fair promotion process.
Meeting DEIB goals as laid out in ESG
in line with company goals. These Performance management at Biocon program for the year.
scorecards guide individual functions Biologics is carried out through the
in identifying, prioritizing and tracking Additionally, in both companies, we
‘MyHub’ tool. We re-calibrated our
their strategic contributions. Our process piloted a 360-degree feedback system for
performance management system during
integrates ESG and diversity goals, shaping a target group of senior leadership team
the year to incorporate the following:
individual objectives, which undergo a members, providing valuable insights for
comprehensive year-end assessment. Raising awareness about the existence personal and professional development.
Every employee has access to their of various biases, such as recency bias, This feedback tool is also available as
department’s scorecard and individual affinity bias or any such biases, that an option for other Bioconites to seek
scores. Performance conversations occur may inadvertently influence evaluation feedback.
annually, with additional touchpoints decisions
At Syngene, we manage individual
available for more frequent discussions if Encouraging managers to be open to objective-setting, performance review
desired by the employee. diverse views and engage in self-reflection and development feedback cycles and
Biocon Limited utilizes the in-house to identify and consciously eliminate progression pathways through a fair
career portal, MyCareer, to analyze career biases in their assessment processes and transparent process. These focused
paths for each employee up to mid-level discussions are conducted annually
Promoting open communication and
and suggest suitable roles for them, with all our employees. Our approach is
transparency throughout, ensuring that
enhancing internal mobility and talent designed to be forward looking, shifting
individuals understand the criteria used for
growth. We have quarterly promotions for away from the traditional approach to
evaluation and can provide feedback
those transitioning through internal job performance reviews.
postings.
Digitization of Human Resource Bioconites. It promotes global reach, view of rewards beyond just
Management instant recognition and data-based compensation. This single-window view
Integrating digital tools and technology insights for efficient rewards management, offers Bioconites a deeper understanding
into our human resource management enhancing overall engagement and of the Company’s investment offered for
strategy is a key strategic priority across motivation. their well-being; building a stronger sense
the Group. Our aim is not just to adapt but of belonging and loyalty.
Total Rewards Model: With our latest
to continually enhance our processes for platform, we provide a comprehensive
maximum efficiency and accessibility.
Notable highlights from Biocon Limited
include:
Workforce Planning I & II: Workforce
Planning I offers insights into budgeted
and actual headcount, serving as a control
mechanism for alignment with plan.
Workforce Planning II, which we rolled out
this year, goes further by decentralizing
processes, prioritizing real-time data-
driven decision-making, particularly in the
early stage of recruitment.
Rewards & Recognition Platform:
Our newly launched digital platform
BioACE is designed to foster a culture of
appreciation, recognizing and celebrating
even the smallest achievements of
EHS Guidelines:
Occupational health and
safety management system,
industrial hygiene and process
safety systems
Human Rights time or otherwise) of Biocon Limited ensuring everyone understands and
Biocon Group’s workplace environment & its subsidiaries, including business adhere to our policies.
is built on fairness, equality, and respect partners, contractual employees, trainees,
Code of Conduct: Our Code prohibits
for all individuals. We maintain a zero- volunteers, consultants, and members of
discrimination of any kind, on grounds of
tolerance approach to any violations of the Board of Directors.
race, color, religion, age, gender, sexual
human rights across all activities, business https://www.biocon.com/docs/Human_ orientation, nationality, disability, political
relationships and supplier agreements of Rights_BL_Policy-2024.pdf opinion, and other factors. It serves as the
each of our businesses. foundation for ancillary policies (Business
https://www.bioconbiologics.com/
Our mechanisms for implementation Partner/Supplier Code of Conduct,
docs/BBL-Human-Rights-Policy.pdf
include: Whistleblower and Integrity Policy,
https://cdn.syngeneintl. Employment Policy) that reinforce ethical
Human Rights Policies: Each entity com/2022/11/23165312/Syngene- practices.
within the Group has its standalone Human-Rights-Policy.pdf
Human Rights Policy aligned with the We have a dedicated Grievance Redressal
UN Global Compact (UNGC) principles. Training Programs: We conduct Policy outlined in our Human Rights
They apply to all employees (part mandatory training programs for our Policies, providing Bioconites a channel to
staff to uphold human rights standards, address any concerns.
Since its inception, Biocon has been use, implementing energy-saving We continuously identify new avenues
a company deeply committed to initiatives, offsetting greenhouse gas for lowering our carbon footprint and
environmental responsibility. In our first (GHG) emissions, reducing freshwater bolster environmental stewardship.
avatar as an enzymes-led biotechnology consumption, adopting circular economy Through thorough analysis, the newly
enterprise we had helped companies principles, and implementing efficient formed Energy Council at Biocon Limited
switch to eco-friendly, industrial digital solutions across all levels of our has identified 18 potential energy saving
bioenzymes from polluting chemical operations. projects slated for implementation in
technologies. As a biopharmaceuticals the coming years. These projects are
We go beyond statutory compliances
group, we see a natural alignment estimated to generate 4.5 million units of
to create responsible business practices
between our current mission of achieving power savings and over 39 KT of steam,
with a focus on judicious use of natural
health equity and safeguarding the with an estimated 8,640 tCO2e reduction
resources.
environment. As we strive to broaden in emissions.
the reach of our biopharmaceuticals, it’s As a Group that leverages the best
We believe that prioritizing sustainable
crucial to acknowledge the significant practices across our businesses, all our
environmental management practices
resources, such as power and water, that Group entities have taken substantial
will lead to a multiplier impact that
are indispensable in the manufacturing steps to mitigate adverse effects on the
contributes to sustainable and long-term
process of these products. As an environment. Biocon Limited and Biocon
growth.
environmentally responsible company, Biologics have taken various internal
we are striving to mitigate our ecological voluntary targets, while Syngene has
impact by increasing renewable power adopted Science Based Targets (SBTi).
75
% Renewable Power
14,685
tCO2e Total GHG Emissions
92,953
tCO2e of GHG
100
% Recycling and Reuse
83
% on Circular Economy
Reduction (Scope 1 & Emissions Avoided of Treated Wastewater
Scope 2)
25
% Reduction in Scope 1 &
25
% Reduction in Freshwater
100
% Circular Economy by FY29
15,000
Trees to be Planted by FY29
Scope 2 Emissions by FY29 Consumption by FY29 from from Baseline Year FY23, includes
from Baseline Year FY20 Baseline Year FY23 Zero Waste to Landfill by FY29
83
% Renewable Power in
8,980
tCO2e Total GHG Emissions
64,461
tCO2e of GHG Emissions
62
% on Circular Economy
India Operations Reduction (Scope 1 & Avoided
Scope 2)
Biocon Biologics – Targets Enhancing diversity and inclusion in companies with a clearly
Biocon Biologics had in FY23 raised the workforce; (iii) Increasing the use defined pathway to
a Sustainability Linked Loan (SLL) of green power; and (iv) Reduction in future-proof growth by
under which there are annual freshwater consumption. Moreover, specifying how much and
targets across each of the Key the Company is preparing to align its how quickly they need to
Performance Indicators (KPIs) related targets to the Science Based Targets reduce their greenhouse
to (i) Improving biosimilars access; (ii) initiative (SBTi), which provides gas emissions.
82
% Renewable Power
5,143
tCO2e Total GHG
61,344
tCO2e of GHG Emissions
100
% Recycling and Reuse
96
% on Circular Economy
Emissions Reduction Avoided of Treated Wastewater
(Scope 1 & Scope 2)
Syngene - Targets
50
% Reduction in GHG Emissions
96
% of Power from Renewable
70
% Reduction in Freshwater
>95
% Recycling of our Waste till
by FY33 Sources by FY28 Consumption by FY28, against FY28
a FY23 Baseline
Climate Strategy Task Force on Climate-related Financial cost, ensure regulatory compliances,
At Biocon, we acknowledge the Disclosures (TCFD) framework to adopting strengthen supply chain and help us get a
significance of assessing and responding the IFRS S2 standards for climate-related competitive advantage. We also continue
to climate-related risks and opportunities disclosures.. This helps us predict climate- to strengthen our disclosure of climate-
within our businesses. Hence, we have related risks and take preventive actions related risks and opportunities.
decided to transition from using the to mitigate them. Timely action will save
Decarbonization Strategy
Biocon Limited
To meet our commitment of a 25% reduction in GHG (Scope 1 and Scope 2) emissions by FY29 compared to FY20 levels, Biocon Limited
has devised a robust plan involving the utilization of energy-saving measures, increasing contribution of renewable power in the energy
mix, data-driven decision-making, and strategic collaborations, etc. Without these interventions, our Scope 1 and 2 GHG emissions
resulting from ongoing business operations (as they currently stand) would have risen by 36% compared to FY20 levels.
Focus on Renewable Power During the year, we enhanced our renewable power
As a part of our unceasing efforts to lower carbon capacity by 20 MW through a captive solar power
emissions over the long term, we leverage plant. This increased our total renewable power
opportunities to increase the share of renewable capacity to 68 MW with a peak generation capacity of
power to meet our electricity requirements. These 169 million units (MU).
encompass power purchase agreements with Impact:
renewable energy providers, executing multiple wind
Sites (share of renewable power) FY24 FY23
and solar power projects, and identifying operational-
level alternatives to minimize energy usage. Bengaluru 91% 80%
We are one of the first pharmaceutical companies in India 80% 71%
India to operate on a hybrid renewable power model
India + Malaysia 65% 57%
(wind + solar), comprising 17 wind turbines and
132,000 solar panels. These efforts have resulted in significantly reducing our
carbon footprint, equivalent to planting 890,000 tree
saplings over 10 years.
Case Study 7
Biocon Biologics optimized relative humidity control At the Malaysia facility, we installed more
At Biocon Biologics, we undertook process without hot water usage, and rooftop solar panels, which will result in
various initiatives including installation optimized compressed air distribution GHG savings. During the year, we also
of aerodynamic fans in cooling towers, system. These initiatives helped us achieve transitioned to sea-based free freight
centralized chilled water system, GHG savings of ~890 tCO2e. movement for some of our products.
Case Study 8
Syngene The commitment will include: fans with energy-efficient axial fans for
At Syngene, we have committed to the laboratory fresh air and optimization of
Scope 1 & 2 Emissions: 50% reduction of
Science Based Targets initiative (SBTi), frequency after office hours/weekends in
GHG emissions by FY33 from our baseline
proposing a target of reducing our Bengaluru and Hyderabad.
year of FY23.
greenhouse gas (GHG) emissions by 50% Replacement of chilled water circulation
by 2033. The SBTi is a corporate climate Scope 3 Emissions: The supplier
pumps with energy-efficient IE3 motors in
action initiative that enables companies engagement targets to ensure that
four buildings.
worldwide to play their part in combating suppliers representing approximately 67%
the climate crisis to meet the goals of of emissions generated in the supply chain Variable frequency drives (VFD) to
the Paris Agreement of limiting global will also commit to SBTi targets by FY28. optimize the performance of vacuum
temperature rise to 1.5°C above pre- pumps and hot water pumps and auto
Energy efficiency initiatives undertaken
industrial levels. adjust frequency based on load demand
in FY24 were:
in APIs manufacturing in Bengaluru.
Replacement of centrifugal AHU
76,358
85,676
255,998
124,714
166,268
103,693
394,675
75
46
82
65
Biocon
Limited 93,000
MWh energy offset achieved
92,953
tCO2e emissions avoided
Biocon
Biologics 76,362
MWh energy offset achieved
64,461
tCO2e emissions avoided
Syngene
85,676
MWh energy offset achieved
61,344
tCO2e emissions avoided
GHG Emissions from four), with total emissions calculated We aim to continuously identify new
As a responsible corporate citizen, we at 77,342 tCO2e. These categories include potential avenues in order to further
consistently strive to reduce our overall Purchased Goods and Services, Capital reduce our GHG emissions. By exploring
carbon footprint. At the Group level, Goods, Fuel and Energy-Related Activities, innovative technologies, optimizing
we have made significant progress Upstream Transportation and Distribution, our processes, and engaging with
in reducing our Scope 1 and Scope 2 Waste Generated in Operations, Business stakeholders, we are committed to
emissions. During FY24, our total Scope Travel, Employee Commute, and End- minimizing our environmental impact and
1 and Scope 2 emissions were 155,417 of-Life Treatment of Sold Products. contributing to a more sustainable future.
tCO2e, a reduction of 28,808 tCO2e At Syngene, Scope 3 emissions were
compared to FY23. computed as 48,768 tCO2e.
Additionally, we account Scope 3 Biocon Biologics initiated its Scope 3
emissions for Biocon Limited and Syngene. emissions accounting with the baseline
At Biocon Limited, Scope 3 accounting for year as FY23, and the value has been
FY24 has expanded to eight categories (up calculated as 156,387 tCO2e for FY 23.
23,273
8,256
8,491
6,003
6,664
45,715
38,428
31,809
25,307
87,936
78,721
18,765
12,961
138,510
116,989
63,265
48,580
96,192
87,212
24,768
19,625
184,225
155,417
BL BBL Syngene Total BL BBL Syngene Total BL BBL Syngene Total
48,768
126,110
24,979
64,714
89,693
Air Quality
Effective air quality management and emissions control are
crucial for us to ensure compliance with regulatory standards and Installed before they are released
Electrostatic into the atmosphere,
protect public health and the environment. We strive to maintain
Precipitator (ESP) to ensuring cleaner air and
emission levels from our operations below the limits set by
reducing environmental
regional pollution control boards. We monitor nitrogen oxide and Reduce Particulate
impact. This initiative
sulfur oxide levels every quarter to ensure adherence to statutory Matter Emissions reduced particulate
limits. Our Bengaluru facilities are equipped with state-of-the-art In our efforts to matter emissions,
Continuous Ambient Air Quality Monitoring Stations (CAAQMS) for minimize particulate contributing to improved
real-time monitoring of air quality parameters. matter emissions from air quality
In addition, we employ an Environmental Monitor (EVM) to the boiler, we have and healthier
measure various factors such as particulate sampling, volatile installed an electrostatic surroundings
organic compounds, dust, and average temperature. To minimize precipitator (ESP) in the for our
air pollution, the Company prioritizes replacing coal with biomass flue gas stack of the community.
wherever feasible, while also implementing auto-sampling newly installed biomass
systems for reactors to prevent volatile organic compounds (VOCs) boiler. This technology
emissions. effectively captures
fine particles from the
combustion process
1.57
1.73
0.18
0.19
1.75
1.92
enhance wastewater quality. We have
At an operational level, our ongoing
targets to drive our sustainable water
efforts to optimize systems and processes
management initiatives. Efficient water
through innovative technologies
recycling practices further contribute to
and water recycling initiatives have
our water conservation goals. Employee
significantly improved efficiency.
awareness and training ensure their active
For example, at the Biocon Campus,
participation in water recycling practices
eliminating caustic solution use and water
and further contribute to our goals.
boiling during SRP cleanings reduced
During FY24, our total water withdrawal process water usage by up to 110 KL.
increased by 9.7% YoY to 1.92 million m³ Additionally, at the Hyderabad facility,
primarily on account of increased output 600 KL of rainwater was recycled and
from our Malaysia site. At Indian sites, reused in cooling towers. Similarly, we
the consumption was consistent with have identified efficient and innovative
the previous year. The Malaysia facility measures to further improve our water
has proactively implemented stringent utilization.
BL + BBL Syngene Total
78
% water recycled at Biocon Limited
70
% water recycled at Biocon Biologics
42
% water recycled at Syngene
Target Progress
25% reduction in freshwater The water reuse has increased from 4% to 11% in FY24 across Bengaluru sites. We
consumption by FY29 as compared achieved a reduction of 69,000 KL per annum in water withdrawal at Bengaluru and
to the base year, FY23. Visakhapatnam sites.
In FY24, we recycled 78% of our water, up from 60% the previous year.
Biocon
Limited 83
% of the waste
Biocon
Biologics 62
% of the waste
Syngene
96
% of the waste
generated is recycled generated is recycled generated is recycled
Biocon Limited has set a target for achieving Zero Waste to Landfill by FY29 as a part of its 100% circular economy commitment.
Biocon Limited In Bengaluru, at Biocon Campus and The spent carbon material was earlier
By implementing various waste Biocon Park, the sludge generated from sent for incineration. We have now
management strategies, we aim to reduce the Effluent Treat Plants (ETPs) were diverted it to coprocessing. This helped
landfill waste and integrate the principles diverted to coprocessing instead of minimize waste generation, reduced
of the circular economy throughout our disposing of it in a landfill. emissions and pollutants.
operations. At the Hyderabad facility, MEE (Multi- We initiated use of Low-Density
During the reporting year, we minimized Effect Evaporator) salt generated as a by- Polyethylene (LDPE) bags for waste
our waste to landfill by either diverting product was redirected to coprocessing as collection to reduce the consumption of
it for coprocessing, recycling it back into against sending it to the landfill. virgin materials and minimize waste sent
the system, or by minimizing the waste to landfills.
generation at source.
Target Progress
100% Circular Economy, including Zero Waste to Landfill Waste disposal to landfill decreased to 73% in FY24 from 98% in
by FY29 from baseline year of FY23. FY23.
Circular economy for waste management has increased to 83% in
FY24 from 77% in FY23.
Biocon Biologics Solvent recovery processes: At our prevent contamination, while recyclable
During the reporting year, we handed over Malaysia site, we have the capability to hazardous waste is segregated and stored
65 MT waste to an authorized recycler, reclaim approximately 1,500 metric tons of in a specialized facility. We implement
marking a significant achievement Acetonitrile at a purity of 99%. This process a zero liquid discharge policy, utilizing
for our organization. We’ve partnered not only eliminates the requirement for Effluent Treatment Plant (ETP) processing
with specialized agencies to assist us a fresh batch of solvent but also enables to purify and reuse water for landscaping
in adopting comprehensive waste us to mitigate around 0.9 metric tCO₂e and utility purposes.
management strategies. emissions annually.
During FY24, we initiated a green belt
The following initiatives are part of our project at our Mangaluru campus with
Syngene the objective of achieving complete
circular economy strategy: At Syngene, our waste management segregation, collection, and recycling of
We have introduced reusable process aims to properly collect and store plastic waste, and achieved 100% success
technology to replace disposable shrink hazardous, non-hazardous, and biological rate. We have also attained a ‘Zero Waste to
wrapping in our warehouses in Malaysia. waste and subsequently take steps to Landfill’ status.
By switching to CAM Buckle Pallet Straps, responsibly discard it. Hazardous waste,
we’ve cut down our annual plastic both liquids and solids, is meticulously At all our facilities, we eliminated single-
wrapping consumption by over 80% or collected in leak-proof containers and use paper cups and PET Bottles to reduce
5,000 kg, which helps us avoid emissions processed in accordance with hazardous environmental waste and promote
of over 3 tCO₂e annually. We plan to waste classification and compatibility sustainability.
extend these successful practices to our standards. For waste that cannot be
warehouses in India starting in 2025. recycled, incineration is employed to
Case Study 9
Life Cycle Analysis
We continue to conduct Life Cycle Analysis Biocon Limited: Assessing Impact of Replacing Chemical Synthesis with
using SimaPRO software. Through the Enzymatic Synthesis
‘Cradle to Gate’ approach, we evaluated A Life Cycle Analysis was conducted SBA route helped us conclude that
the environmental impact of four of our for API Sitagliptin Phosphate the solvent ethyl acetate was one of
products namely Sitagliptin, Liraglutide, Monohydrate to evaluate the the key contributors to the overall
Atorvastatin calcium, and Tacrolimus environmental impact throughout environmental impact.
Capsules. The analysis was conducted the synthesis stage. The guidelines
with extensive data on raw materials and Using transaminase as a catalyst, we
of ISO14040 and ISO14044 were
energy consumption to identify major were able to achieve a 68% reduction
adhered to during its implementation.
impact areas or “hotspots” within the in global warming potential (kg CO2
It was observed that the chemical
process. These hotspots were targeted for equivalent per kg of API). Further to
synthesis route (SBA process) was the
mitigation strategies aimed at controlling that, there was an overall reduction in
major contributor to potential impact,
and minimizing emissions. environmental impact by 5.8 times.
with a global warming potential
of 326 kg CO2 equivalent per kg of
API. Detailed hotspot analysis of the
Biodiversity Biocon Limited and Biocon Biologics. and disruption of ecosystems. It was
As a Group, we place paramount Through this policy, we are committed to aimed at discovering the distribution
importance on biodiversity conservation, protecting and preserving the local flora pattern of plant species and assessing the
recognizing its crucial role in our and fauna. current state of fauna variety and its IUCN
strategic approach towards achieving Red List status.
In FY23, we initiated a Biodiversity Impact
environmental sustainability and Assessment at the Biocon Campus in As an outcome, we identified 44% of
diminishing our carbon footprint. This Bengaluru. The assessment was targeted native species and plants, and 56% of
commitment is underscored by our at identifying, quantifying, and mitigating exotic species. Also, through carbon
Biodiversity and No-Deforestation any adverse impact on biodiversity, sequestration, we prevented the release of
Policy, which is applicable to both including habitat destruction, pollution, ~ 4,000 tCO₂e emissions.
Target Progress
Target to plant 15,000 trees by FY29. On World Environment Day, ~1,000 saplings were planted at
Yarandahalli Lake and at our Biocon Park facility.
At Biocon Group, our purpose-driven research, engagement, assistance, and We seek to be a force multiplier for good
business philosophy compels us to broader access to our therapies. by developing resilient and innovative
integrate social impact into every aspect solutions to address some of the world’s
We also take an active role in the
of our operations. As we harness the most urgent challenges, while also
communities that we are a part of and
transformative power of biotechnology to enabling and empowering communities
give back through volunteering and
improve health and well-being, we are also to lead better lives every day.
philanthropy.
working to shape a future where everyone
We align with United Nations Global
flourishes in a secure environment, with We value our relations with business
Compact (UNGC) principles, emphasizing
fair access to healthcare, education, and partners, customers, suppliers, vendors,
human rights, labor, environment, and
sustainable livelihoods. supply chain participants, government
anti-corruption. Our commitment extends
agencies, and regulators and have always
We put patients at the center of our work, beyond profits to critical sustainability
strived to work alongside them to create
and support patient communities through areas.
societal value.
FY24 Performance
315.4
H million, CSR Spending in FY24
375,000+
Beneficiaries of CSR Initiatives
7,000+
Total Suppliers
54,000+
H million, Total Spend on Suppliers
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Biocon Foundation is ensuring last-mile reach of preventive and primary healthcare across several states in India
Benefiting Patients through bidding processes. In doing so, we stroke or heart attack. By making our
Generics not only benefit patients by ensuring inventory available to wholesalers despite
In various countries, we proactively access to essential medicines but also the absence of committed customer
engage in government tenders for aid governments in reducing overall contracts, Biocon prevented supply
social healthcare services, prioritizing healthcare expenses. disruptions and ensured continuity of care.
the delivery of high-quality products to In FY24, we helped alleviate supply Having secured approval in the UK for
patients at a competitive cost. With our shortages of Rosuvastatin in Germany, the first generic version of Liraglutide, we
scientific expertise, vertical integration which is grappling with medicine scarcity. will be among the first to extend more
spanning the pharmaceutical value chain, Rosuvastatin is a medicine that lowers affordable access to this GLP-1 peptide.
and expansive commercial reach, we are cholesterol and reduces the risk of a
well-equipped to engage in competitive
Since 2019, we have partnered WAC (wholesale acquisition cost) valued at USD 2.25 million WAC that
with MAP International (Medicine have reached people in need across were distributed to 10 countries, with
for All People) to donate essential 37 countries. We stringently ensure significant support provided to the
medicines for humanitarian assistance all donated products have adequate Dominican Republic and Nigeria. Our
in developing nations and disaster remaining shelf life to allow proper donations aim to responsibly provide
relief efforts worldwide. To date, our administration before expiration. In access to critical therapies while
donations valued at USD 3.3 million 2023, Biocon Limited donated medicines upholding quality standards.
Case Study 10
Increasing Biosimilars Access expand the choice of insulin brands 1, Type 2, gestational) worldwide, with
in Emerging Markets available to people with diabetes. a focus on LMICs.
Global health today is characterized Product donations continue to be our We also collaborated with
by deeply entrenched inequities in key access pathway. Biocon Biologics Action4Diabetes (A4D), a UK-based
access. Access to insulins is a serious donated ~12,500 bGlargine injection non-profit, to supply our bGlargine at
challenge in low- and middle-income pens and 1,000 bGlargine vials to subsidized costs along with reusable
countries (LMICs), where ‘three out of Insulin for Life, a a U.S.-based non-profit pens and funds to procure accessories
four’ adults with diabetes live. Biocon organization that provides insulin for ~100 young people with Type 1
Biologics is addressing this challenge of and diabetes management supplies diabetes in Myanmar.
insulin inequity through our affordable free of charge to diabetes patients
and high-quality biosimilar insulins. by collecting supplies and delivering
The introduction of our products has them to disadvantaged regions. The
provided an option to reduce diabetes organization sends donated supplies
treatment costs, improve accessibility to partner clinics and hospitals serving
to new insulin treatment options, and patients with all types of diabetes (Type
65,366
Patient visits
41,022
Lab Investigations
3
New eLAJ clinics set up (Tribal Biocon Foundation’s mHealth screening tool
performed areas in Chamarajanagar, Uttar captures and analyzes intra-oral images of patients
Kannada and Koppal districts) to recognize early symptoms and signs of oral
cancer
Case Study 11
July 2023 to commemorate World HNC efforts and positions its consensus research project - OPMD Atlas Project -
Day. The updated India-specific guidelines guidelines among those from U.S., funded by a central government grant.
will help oncologists improve treatment Europe, Canada, Japan, and the National
The OPMD Atlas Project aims to evaluate
outcomes of HNC patients by following Comprehensive Cancer Network (NCCN).
and accurately deploy point-of-care
evidence-based clinical practice. This has
The Foundation has catalyzed the coming (PoC) diagnosis systems in the national
been published in the Journal of Cancer
together of the Mazumdar-Shaw Medical healthcare system to enable accurate
Research Statistics and Treatment.
Foundation, the Indian Institute of Science, screening, detection, and prognosis
These Consensus Guidelines have Bengaluru, KLE Society’s Institute of Dental of OPMD patients. This will be a key
been recognized among 13 worldwide Sciences, Bengaluru, the Department of advancement in the war against oral
Clinical Practice Guidelines in Cancers, Preventive Oncology, NCI-AIIMS – Jhajjar, cancer as oral potentially malignant
an international peer-reviewed journal of and the Homi Bhabha Cancer Hospital, disorders (OPMD) are the precursors of
oncology. This recognition acknowledges Varanasi, to roll out a first-of-its-kind over 80% of oral cancers.
the global significance of the OCTF’s
10,000+
Individuals screened for oral
5,600
Habit-positive individuals
1,384
Potentially malignant cases
10,200+
Screenings performed for
cancer enrolled on mHealth identified common dental problems
application
Case Study 12
Bhola Nath
(45 years), Daily Wage Worker
e. Community Health Outreach disease surveillance and resource in healthcare access. School health
Reaching the farthest corners of the allocation. campaigns focus on adolescent health,
country’s vast semi-urban and rural covering topics from menstrual hygiene
We also conduct targeted campaigns to
landscape with effective healthcare to mental health. We evaluate a range of
raise awareness about common cancers
remains a challenge. By empowering vitals for the student’s enabling detection
like oral, breast, and cervical cancers,
frontline healthcare workers (FLHWs) with of anemia, malnutrition, visual acuity, and
dispelling myths and encouraging early
technology and training through our dental health. The CSR team coordinates
detection. Leveraging Artificial Intelligence
community outreach program, we bridge with the relevant stakeholders and ensures
(AI), the use of a non-contact, non-invasive
this gap, bringing vital services directly the students are referred and treated.
breast cancer screening platform has
to the people. Equipped with point-of- revolutionized detection methods. Our More than 22,000 individuals benefited
care devices and user-friendly software outreach extends beyond traditional from various community outreach
applications, FLHWs efficiently capture demographics such as daily wage workers initiatives in FY24.
demographic and clinical data, improving and factory workers, ensuring inclusivity
Distributing Home Medical home medical kits to border areas kits containing 12 basic
Kits in Jammu in Jammu – Udhampur, Kathua, medications for wounds
In response to an urgent request and Doda. These districts face and common illnesses,
from the Government of India, we the challenge of difficult terrains, aiding residents in these
addressed relief efforts by providing impacting healthcare accessibility. vulnerable regions.
We supplied 7,000 home medical
Biocon Foundation Developing AMR Covid Wastewater Surveillance the 147-bedded Biocon-Syngene General
Tracker A tripartite agreement has been signed Medicine Block at the IISc Postgraduate
Antimicrobial resistance (AMR) is a leading between Biocon Foundation, St. John’s Medical School & Hospital. This not-for-
public health threat. The World Health Research Institute (SJRI) and Indian profit, multispecialty facility will also offer
Organization estimates that 10 million Institute of Science (IISc), Bengaluru for an integrated MD-PhD program in clinical
annual deaths will be caused by AMR water-based monitoring for SARS-CoV-2 research and development.
infections by 2050. and variants at hospitals and institutions in
Bengaluru. b. Experiential Science Learning
Biocon Foundation partnered with the To bridge the resource gaps in rural
Indraprastha Institute of Information Wastewater-based testing for SARS-CoV-2 schools and spark an interest in the
Technology, Delhi, to develop an mHealth is an effective way to track the virus, subject in children, we have been
application compliant with the Ayushman especially in the context of limited human supporting innovative programs like
Bharat Digital Mission (ABDM) sandbox testing in this phase of the pandemic. Mobile Science Labs, Lab on a Bike,
guidelines addressing the challenges for summer workshops and science fairs.
The project goal is to use wastewater-
AMR in the Indian context. The application
based epidemiology (WBE) to provide Our Mobile Science Labs have provided
will target:
early warning signs of the virus outbreaks science learning experiences to over 6,700
(i) Prescribers for alerting on AMR rates, within a hospital and the community. students across 46 government schools in
safety profile and potential drug-drug Anekal and Chikkaballapur.
interactions for antibiotics and Access to Quality Education
Our Lab on a Bike continued to offer
(ii) General public by providing ABDM a. IISc PG Medical School & Hospital hands-on learning opportunities to more
standardized format for crowdsourcing We signed an MoU with the IISc, than 1,700 students across 7 government
antibiotic consumption data. Bengaluru to fund the construction of schools in Shamirpet, Hyderabad.
Case Study 13
In an effort to spark curiosity and pedagogical practices. We selected Measurably improved scientific
foster a scientific temperament students from grades 7 to 9 for the attitudes and proactiveness compared
among children, Biocon Foundation study. to students in non-intervention
has invested in the Mobile Science schools.
Results showed significant positive
Labs (MSL) program. A third-party
outcomes in several areas: This successful initiative serves as a
impact evaluation was conducted
strong example of how innovative
to gauge the effectiveness of this 84% of students mentioned that the
pedagogical approaches can overcome
experiential science learning initiative MSL teacher’s instructions were easy to
socio-economic barriers and empower
in promoting science education. The comprehend.
students to develop a deeper
study used a mixed methodology
66% of students highlighted understanding and appreciation for
incorporating both quantitative and
MSL sessions strengthened their science.
qualitative approaches and employed
understanding of science concepts.
various research methods to capture “I find Satish sir’s explanations to be
the program’s deeper impact. The 89% of the students said they felt exceptionally clear, and I can easily
IRECS framework, based on five pillars, motivated to ask their doubts in the grasp the concepts he teaches. He
namely Inclusiveness, Relevance, MSL sessions, demonstrating high patiently addresses all my doubts,
Expectation, Convergence and Service student satisfaction with instructor enabling me to develop a deeper
Delivery, was used to gauge the approachability and teaching methods. understanding of the subject. His
program’s impact. classes are enjoyable, and we all
98% of students rated instructor’s
greatly appreciate his teaching style.”
It aimed to assess the program’s approachability and responsiveness as
impact on students’ interest, ‘Outstanding’. Tarun,
academic performance, and teachers’
Grade 7 Student
c. Synquizitive
After the resounding success of our inaugural science quiz competition, Synquizitive, which began with just 50 government schools in
Bengaluru this year, we expanded the initiative to Dakshina Kannada and Hyderabad. This resulted in the participation of approximately
7,500 students across 150 government schools in Anekal, Dakshina Kannada, and Hyderabad.
Case Study 14
Rural Development infrastructure in rural areas. The schools are understand, and prioritize the needs.
To create a better learning environment identified after site visits and stakeholder In FY24, we inaugurated 11 well-ventilated
and experiences for students, we have consultations to systematically examine and spacious classrooms across 8
worked consistently to augment school the infrastructure gaps and identify, government schools in 3 districts of
Karnataka (Chikkaballapur, Uttara Kannada
and Dakshina Kannada).
Improving school infrastructure in rural
and remote areas of the state ensures
that more than 500 children have
equal opportunities for learning and
development every year for the useful life
of the school buildings.
We also inaugurated a children’s park with
playing equipment and green space in
Jokatte panchayat, Dakshina Kannada.
It was built keeping in mind the children
and elderly of more than 350 displaced
families living near the Mangalore Special
In FY24, we inaugurated 11 well-ventilated and spacious classrooms across 8 government schools in 3 Economic Zone.
districts of Karnataka.
Women Empowerment
a. Parihar
Since September 2019, the Foundation has
been supporting Parihar, an initiative by
the Bengaluru City Police for women and
children in distress, through immediate
rescue, police support, counseling, short-
stay facility, medical aid, legal services, and
rehabilitation.
This year, in addition to promoting
menstrual health and hygiene in
schools and colleges, it also carried out
community sensitization around issues
related to women and child safety in local
communities.
More than 1,900 new cases were
registered under Parihar during the
year and 89% of them were successfully
resolved.
120 women, many of whom were Biocon Foundation has been supporting Parihar, an initiative by the Bengaluru City Police for women and
victims of violence, underwent six-month children in distress.
vocational training in tailoring at the
Parihar Skill Development Centre.
with the Nirbhaya Help Desks at police stations were trained in a workshop organized in
Over 100 female civil defense collaboration with Parihar and the National Institute of Mental Health and Neurosciences
wardens and counsellors associated (NIMHANS).
Case Study 15
b. Women in STEM
Empowering the Future: Scholarship and Mentorship Program for Women in STEM
“Despite comprising 43% of higher and Innovation Circle of Hyderabad, Syngene assigned to each student
education enrollees for STEM, the nodal agency for the S&T cluster. for professional support and
only 14% of women are employed subject matter expertise. All the
The program is dedicated to empower
as scientists, engineers, and students completed internships in
underprivileged female students
technologists in STEM.” - Forbes India Pharmaceuticals, Biotechnology,
from Tier 2 & 3 cities by nurturing
This reflects a concerning “leaky Chemistry and Applied Biology.
their STEM talent. It offers experiential
pipeline” phenomenon, mostly in rural learning opportunities, including “The state-of-the-art lab and facilities
and semi-urban areas of India. To help internships in cutting-edge labs of and the environment are helping in
address this challenge, we partnered renowned research institutions and exploring my research question. I am
with the Science & Technology (S&T) industries in Hyderabad, along with learning techniques & technologies I
cluster in Hyderabad. Under the aegis scholarships and mentorship from never had access to before.”
of Office of the Principal Scientific subject matter experts at Syngene.
Adviser, the cluster aims to create Clemency Anu, Intern at Centre for
We received 245 applications by
linkages between existing academic Cellular & Molecular Biology.
conducting an extensive outreach
institutions, national & state research campaign, from which 21 students In the second cohort, 30 deserving
laboratories, and industry partners. were shortlisted based on academic women students have been selected
This led to the Foundation’s merit, socio-economic background, from 549 applications received.
transformative ‘Scholarship and research interest etc. They were paired
Mentorship Program for Women in with premier research institutions
STEM’, partnered with the Research and industries, with mentors from
Environment
Case Study 16
44 designs grace the Metro pier walls between the Hebbagodi and Huskur Gate stations as part of a unique public art project ‘Pillars of Society - Celebrating
Everyday Heroes’
b. Climate Action Awareness Workshop strategies and techniques to establish growth. Through a comprehensive survey
We organized a workshop on ‘Cities and collaboration among NGOs, corporates, and reports, the initiative summarized
Climate Action’ in collaboration with the and philanthropies. The goal was to findings and outlined strategic steps for
Shakti Sustainable Energy Foundation. collectively address the challenges posed philanthropic engagement in the shared
The workshop was aimed at discussing by climate change to the urban centers mission of climate action.
which are pivotal to the nation’s economic
Biocon Foundation conducted a workshop on ‘Cities and Climate Action’ to come up with strategies for addressing the challenges posed by climate change to urban centers.
c. Hebbagodi Lake
In December 2018, Biocon dedicated
a revitalized Hebbagodi Lake to the
public, employing various methods
such as bioremediation, aeration,
and cleaning efforts. However,
due to increased urbanization and
industrialization in the catchment
areas since then, pollutants,
sediments, and nutrients continued
to flow into the lake, deteriorating
its water quality. Recognizing the
need for another intervention, we
implemented alternative nature-based
solutions, in consultation with experts
and stakeholders. The ongoing efforts
include sludge removal, desilting, and
sewage diversion to transform the
lake into a rain-fed wetland, ensuring
its sustainability for the future.
Biocon Academy
Recognizing the need to bridge the skill Even now, I find the booklet provided by “Candidates from Biocon Academy are
gap in the biosciences industry, Biocon Biozeen to be an indispensable resource. very good learners and it’s easier for
Academy was established to provide I am immensely grateful to both Biocon us to train them than the candidates
advanced learning opportunities for Academy and Biozeen for equipping me coming directly from college.”
biotechnology and engineering graduates with the tools and knowledge necessary Thermo Fisher Scientific
and prepare them for a rewarding career. to transition seamlessly into my role in
Over the past ten years, the Academy the pilot division. Thank you for paving Complementing our student-focused
has trained over 1,000 students in the life the way for my success.” initiatives, we also prioritize faculty training
sciences sector and ensured placement to help them upgrade their knowledge of
Prasith, Batch 18 (Biosciences)
for each one in 85+ biotech companies emerging industry-specific technologies.
across India. We prioritize accessibility by offering 60% Our Faculty Development Program (FDP) is
to 75% scholarships to deserving students a first-of-its-kind initiative and empowers
Our short-term certificate programs and facilitating concessional educational Biotech Faculty from various educational
are designed to equip aspiring loans through banking partnerships. We institutes. During the year, we completed
biotechnologists with the necessary skills extend placement assistance to students the 4th batch of FDP with 20 participants.
for employability, fostering partnerships in the pharmaceutical and biopharma To date, 94 teaching faculty from nine
with esteemed educational institutions industry, recording a 100% placement rate states have been trained under the
such as KGI California, BITS Pilani, JSS for the year. program.
AHER Mysore, and M S Ramaiah College,
Bengaluru. Industry feedback consistently rates Biocon Group Subject Matter Experts
our students highly for their technical (SME): During FY24, 400 SME hours
“Joining the R&D department of Biocon knowledge and communication skills. of training was conducted by Biocon
Biologics, Chennai, has been a pivotal Our students scored 4/5 during this year’s Group subject matter experts for Biocon
moment in my career journey. My feedback cycle. Academy students. These trainings are
experience at Biocon Academy played conducted as part of students’ functional
a significant role in this achievement. “The students have a strong theoretical
visits to Biocon/Biocon Biologics/
During my time at the Academy, I was foundation and a fresh perspective,
Syngene Labs and facilities covering R&D,
fortunate to participate in a hands-on enabling them to bring innovative ideas
Manufacturing, Quality Control, Quality
training session conducted by Biozeen. and solutions to the table. Furthermore,
Assurance, Microbiology and Regulatory
This training proved invaluable as I they often exhibit a high level of
Affairs.
embarked on my journey in the pilot enthusiasm, motivation, and eagerness
Upstream division at Biocon Biologics. to learn, which can be infectious
The practical knowledge and skills and contribute to a positive work
imparted during the training have been environment.”
instrumental in my day-to-day tasks. Baxter
Immersive Learning Sessions Using Free Upskilling Certification Program Our Program Dean, Bindu Ajit; Academic
Cutting-Edge HoloLens Technology for our Alumni Dean, S S Easwaran; and Senior Academic
Biocon Academy organized two open Our alumni network, known for its Manager, Ramgopal Rao S, serve as
interactive sessions on ‘Microscopy generous contributions through guest members of the Board of Studies
- Applications in the Pharmaceutical lectures and mentoring, is highly valued at (BOS) or Industry Advisory Boards of
Industry’ and an HPLC Demo featuring the Academy. In return for their ongoing Universities and Colleges, contributing to
a captivating virtual lab environment support, we conducted a complimentary curriculum improvement and fostering
powered by HoloLens. 140 graduate certification program for them to provide connections with industry experts. They
and postgraduate students from various valuable and relevant knowledge that also deliver guest lectures, among other
colleges participated in these programs. would help them in their professional engagements.
endeavors. The 20-hour program
benefited 200 of our alumni this year.
Bindu Ajit, Program Dean, Biocon Academy, interacts with students Graduating students with Kiran Mazumdar-Shaw, Chief Mentor, Biocon Academy
Managing Relationships with production capabilities and expand our On-Time In-Full (OTIF) rate for the year
Suppliers operations, in line with market needs. stands at 98%. We aim to sustain this
In today’s globalized business landscape, progress and cultivate a responsible and
During the reporting period, we have
managing supply chains has become resilient supply chain.
undertaken multiple initiatives, including
paramount. Biocon procures its raw assessing suppliers and conducting Supplier Code of Conduct
material from various geographies. capacity-building sessions for them, and Our principles of collaborating with
Hence, it is essential to integrate sound integrating strategic objectives and targets suppliers or business partners are
supply chain management practices. This into our supply chain scorecard. As a governed through Biocon Limited and
minimizes operational risks and ensures result of our ongoing efforts and process Syngene’s respective standalone Supplier
timely availability of raw materials. enhancements, we increased our EcoVadis Code of Conduct, and Biocon Biologics’
We also have a strategic partnership with Sustainable Procurement score to 70 this Business Partner Code of Conduct. Each
Contract Manufacturing Organizations year, up from 66 last year. We received of the policies includes fundamental
(CMOs), whose skills, technology, and a prestigious “A” rating placing us in the environmental, social, and governance
processes we utilize to supplement our Leadership band in the CDP Supplier
Engagement assessment. At Biocon, our
factors that every supplier must commit to based Assessment and Quality-based Physical Audits
in order to conduct business. Assessment. Physical audits are carried out for critical
Our CSR and ESG Committee at Biocon suppliers, including those located outside
ESG-based Assessment the country. We conducted 99 physical
Limited oversees the implementation As part of the ESG-based Assessment
of supply chain practices and regularly audits; all were critical suppliers.
this year, 11 suppliers went through a
reviews progress. questionnaire-based evaluation, of which Performance Review and Tracking
six suppliers were assessed via virtual Post the assessment and review, the
Supplier Screening audits, covering 8% of total spend value findings are shared with the suppliers and
To minimize risks, prioritize resources and in FY24. gaps are communicated to them. Based
to bring greater transparency, we classify Based on their responses to the on the assessment, suppliers provide us
our suppliers as critical and non-critical. questionnaire, suppliers were scored with a Corrective and Preventive Action
This is primarily categorized based on the against a checklist, determining their (CAPA), which is thoroughly reviewed. The
importance of the materials provided by overall rating on a scale of 0 to 100. feedback on the CAPA is shared back with
suppliers and the cost involved. Those receiving scores ≤40 are termed them to take further action, if required. We
Materials used in the formation of as ‘Beginners’, between 40-70 are closely track their CAPA implementation.
molecules or as key starting materials ‘Implementers’ and scores >70 are We re-qualify our suppliers every three
are inherently critical. Non-critical categorized as ‘Stewards.’ years.
materials, such as solvents and buffers, Our team consists of over 17 qualified
Quality-based Assessment supplier auditors who have received
are supporting materials required in the
manufacture of APIs and formulations. We Questionnaire training from an external trainer.
also consider key Environmental, Social, All suppliers were given a list of questions
and Governance (ESG) parameters, centered around vendor facility, Capacity Building
geographic location, and the importance cGMP practices, certifications, Quality We also conducted a virtual capacity
of the commodity when assessing the Management System requirements, etc. building program for our suppliers. This
criticality of the supplier. They were required to provide responses program was led by Biocon’s internal
along with the supporting documents. expert who informed suppliers about the
Supplier Assessment The information shared by them was importance of ESG and the best practices
then reviewed and analyzed for any they should follow. Twenty-four suppliers
Biocon Limited significant gaps. During the reporting participated in the two sessions we
At Biocon Limited, we broadly conduct year, 257 suppliers were assessed through conducted.
two types of supplier assessments: ESG- questionnaire-based evaluation for
Quality.
257
Suppliers underwent questionnaire-
based evaluation for Quality
11
Suppliers underwent questionnaire-
based evaluation for ESG
99
Physical audits conducted for critical
suppliers for Quality
Biocon Biologics programs with clearly defined targets. We in the sessions include climate change,
In FY24, we developed an assessment aspire to cover 100% of our direct material diversity, equity and inclusion, business
framework consisting of ESG suppliers by the end of FY25 through the ethics, human rights, labor management,
considerations, requirements of the assessment. materiality and emerging regulations,
Business Partner Code of Conduct and among others. We will continue to
Biocon Biologics’ Supplier Engagement conduct such sessions in the following
applicable regulations. We covered
and Capacity Building years to build a responsible supply
the suppliers who comprise the top
80% spent (127 suppliers) under these The standalone ‘Business Partner Code of chain. For our Micro, Small and Medium
assessments. This also includes the Conduct’, which includes principles and Enterprises (MSME) partners, we are
CMOs associated with us. Suppliers were aspirations of the Company across ESG extending one-on-one support.
assessed based on their process, activities, consideration has been communicated
ESG programs, targets, and performance. to all new and 80% of existing business
After the assessments, recommendations partners (suppliers, CMOs and other
and required support were provided to partners) and have mandated an
partners to help them improve their ESG acknowledgement of the Code. Apart
maturity. In the assessment, we noticed from this, during the financial year, we
several of the direct material suppliers conducted 3 capacity building workshops
had already implemented mature ESG covering 137 suppliers. Topics covered
Suppliers’ Programs: Programs are Performance Tracking: Suppliers are Alignment with ESG Values: Suppliers
implemented to assist suppliers in expected to consistently track and are directed to align their operations and
bridging the identified gaps improve their performance supply chain with Biocon’s ESG Values
Regular Business Sessions: Regular Onsite Capacity-Building Sessions: Detailed onsite capacity
business sessions and communication are building sessions are conducted for suppliers. Topics covered
in place to accelerate the improvement of included GHG calculations, water management, waste and
suppliers’ ESG performance energy management, circular economy and EcoVadis.
De-Risking Plan suppliers to ensure continuous supply of and other ESG aspects. Based on the
raw materials to our operations. results, we have categorized our suppliers
Biocon Limited under high, medium and low risk rating.
To mitigate any possible risks, we have Biocon Biologics Further, we collaborate with them to
established a De-risking plan. In that, we At Biocon Biologics, we constantly monitor understand their needs and provide
have identified suppliers who are prone and evaluate our suppliers and partners, them with opportunities and guidance
to be at risk due to various reasons such and proactively manage any risks. While for improvement. We work with multiple
as geographical location, regulatory evaluating our suppliers and partners, supply chain partners, and as a risk
compliances, single source dependency, we consider various parameters related management measure whenever any risk
financial risks, etc. We have carefully to finance, business integrity, operations, arises, we proactively identify and work
identified alternate vendors for such quality, industry-specific parameters with alternate suppliers.
Supply Management Initiatives certain materials require a minimum Internal Capacity Building of
threshold temperature to maintain quality. Procurement Teams
Biocon Limited Additionally, to reduce transport costs and Following a restructuring of Biocon
Digitization: Our vendor portal facilitates our carbon footprint, we are transitioning Biologics’ supply chain team due to the
a seamless process from onboarding, from air to sea for incoming materials as expanded reach, we introduced dedicated
carrying out negotiations, release of much as possible. programs to upskill these teams on
Purchase Orders (POs), all completed matters related to ESG, Business Partner
online. Our system operates entirely Biocon Biologics Code of Conduct, Risk Management and
without paper, streamlining efficiency and Environmental Action: We have Supplier Diversity. Training on the newly
reducing environmental impact. transitioned from air shipment mode introduced centralized procurement
Environmental Action: We have to sea freight for a large part of our process was conducted for all relevant
implemented the use of Electric Vehicles business. We estimate an annual emission members.
for all internal unit transfers across our reduction of 1,130 tCO2e as a result of this
initiative. About 1,300 kg of plastic waste Supplier Diversity
Bengaluru locations, aiming to reduce our
carbon footprint. was avoided in warehousing activities in Biocon Biologics expects its suppliers to
Malaysia. The same is to be replicated in uphold the importance of diversity and
We prioritize minimizing our India during the next fiscal year. inclusion and integrate the same within
environmental impact by decreasing For internal transport (within facilities), their own operations. The Company
air shipments for product supply. Only the diesel-based fleet is being replaced by seeks to associate with the most capable
products with lower volume but higher electric vehicles. This shift is expected to suppliers in terms of business ethics,
value are sent via air. It is also important as reduce ~5 tCO2e of emissions. integrity, quality of products/services,
Committed to Being a Customer awareness around sustainability across our commercial and marketing
Responsive and Dependable has evolved significantly over the years, teams. All team members undergo
Partner with clients now prioritizing robust ESG mandatory training on the code,
practices, especially in Advanced Markets. complementing their regular refresher
Customer audits: We regularly undergo
The Silver medal from EcoVadis for courses on Biocon’s Code of Conduct and
customer audits that assess our adherence
continued improvement in sustainability internal standard operating procedures
to regulatory best practices and meeting
performance, our inclusion in S&P’s (SOPs). To extend this culture to our
the highest quality and compliance
Sustainability Yearbook 2024 for the business partners, we have Safety Data
requirements.
second consecutive year, a higher S&P Exchange Agreements (SDEA) with them.
Customer grievance mechanism: To Global ESG Score, and inclusion in the Through these, partners commit to
maintain customer trust and build lasting Dow Jones Sustainability Emerging adhering to all relevant regulations and
partnerships, we prioritize effective Markets Index for the third year in a row, promptly addressing any complaints or
complaint management through all validate our suitability as a responsible adverse events within stipulated periods.
dedicated regional Customer Excellence partner. They also demonstrate that
Our regulatory, pharmacovigilance, and
teams, ensuring meticulous tracking and Biocon is in sync with the growing interest
quality teams ensure accurate product
resolution of complaints. and expectations of global stakeholders
labeling and timely updates. All pack
across ESG domains.
Customer feedback: As customer inserts contain well-detailed instructions
feedback is invaluable in identifying areas provided in the local language, in
for improvement and enhancing the
Ethical and Responsible accordance with local regulations. The
overall customer experience, we conduct Marketing Practices pharmacovigilance team also handles
periodic customer satisfaction surveys This year, we adopted an ‘Ethical Marketing adverse event reporting and customer
across our regional operations. Practices Code’ to ensure transparency, complaints related to labeling.
accountability, and responsible conduct
Participation in Industry Associations S. No. Name of the Trade and Industry Chambers/Associations
The Biocon Group actively engages with the
government and other external stakeholders 1 Federation of Indian Export Organization (FIEO)
in public policy advocacy through associations
2 Service Export Promotion Council (SEPC)
such as FICCI, CII, Invest India, USIBC, ABLE,
etc. We advocate for policies transparently 3 Export Promotion Council EOU’S and SEZ’s (EPCES)
and responsibly, engaging with all relevant
authorities, while considering both our own 4 Bangalore Commerce & Industry Chambers (BCIC)
interests and the broader national interest. These 5 Confederation of Indian Industry (CII)
engagements focus on ease of doing business,
advancing India’s role in biomanufacturing, 6 Hyderabad Management Association (HMA)
biotech, and as an internationally acclaimed
7 The Federation of Telangana Chambers of Commerce and Industry (FTCCI)
R&D hub, among others. Policy engagements
are based on stakeholder inputs solicited by 8 Bulk Drug Manufacturers Association (BDMA)
government ministries and departments,
with agendas such as easing exports for all 9 Federation of Indian Chamber of Commerce and Industry (FICCI)
pharmaceutical products, QC and cGMP 10 USIBC Global Board of Directors
upgradation for MSMEs/SMEs, and the National
Logistics Policy. Regulatory engagements involve 11 Association of Biotechnology Led Enterprises (ABLE)
scheduled meetings called by CDSCO, Ministry
of Health and Family Welfare, Department of 12 Karnataka Drugs & Pharmaceuticals Manufacturer’s Association
Pharmaceuticals, Department of Biotechnology, 13 USA-India Chamber of Commerce (USAIC)
etc., with agendas like advancing the clinical
trial landscape and functioning of Subject 14 Delhi Research Implementation and Innovation (DRIIV) Foundation
Expert Committees. International engagements
15 Association for Accessible Medicines (AAM)
focus on advancing market access for all Indian
manufacturers of pharmaceuticals, securing 16 Biosimilars Forum, U.S.
global pharmaceutical supply chains post-
pandemic, and identifying tariff and non-tariff 17 Biosimilars Canada
barriers between India and other countries. 18 Canadian Association for Pharmacy Distribution Management (CAPDM)
Stakeholder Communication
At Biocon Group, we believe open to narrate a compelling brand story. a quarterly basis. Overall, we developed
communication and honesty are the In addition to effective content 30+ brand campaigns for owned media
foundation of our relationships with all development, the team ensures channels that were rolled out on social
stakeholders and critical for building adherence to brand guidelines for a media and internal platforms. The
a strong brand reputation. Our public consistent visual identity and brand voice. Communications campaigns on Biocon
relations endeavors prioritize fostering Biologics’ integration of the acquired
During FY24, Brand Biocon received
trust and transparency among our diverse biosimilars business took centerstage this
extensive coverage from leading news
stakeholders. year.
publications and media channels, resulting
We firmly uphold the principles of clear in overall ~16,000 stories across audio-
During the year, we expanded our social
and concise communication, contributing visual, print, and online media. We have
media follower base. On Biocon Biologics’
to an engaged work environment seen a consistent increase in our share of
LinkedIn, we crossed a major milestone
that breeds trustworthy relationships voice and quality of stories reported on
of 400K followers, a six-fold increase since
with our valued customers, strategic Biocon Group. Leadership engagement
2020.
partners, investors, investment analysts, with media got us long-format stories on
journalists, healthcare professionals (HCPs),
employees, and the broader community.
The Global Communications and
Corporate Brand Team (GCT) has a diverse
talent pool comprising brand specialists,
storytellers, PR professionals, content
writers, former journalists, filmmakers,
creative graphic designers, and social and
digital marketing specialists.
GCT operates across seven verticals:
External Communications & Media
Engagement
Reputation Management & Crisis
Communications
Digital & Social Media Management
Marketing Communications
Internal Communications
Content Development The Secretarial and Investor Relations team of Biocon Limited
Case Study 17
The Top 20 contributors to Bioconites’ Creative Treasury were felicitated. Seen here with Kiran Mazumdar-Shaw, Shreehas Tambe, Rhonda Duffy, Seema
Ahuja, Anuj Goel and Bindu Ajit
Grand Master motivational talks based on their Some of the Grand Masters
Talks real-life experiences for the benefit of we hosted in FY24 were a
In FY24, we employees of Biocon Group entities. Brand expert, a TV anchor &
launched Grand This hybrid event, which includes entrepreneur, an ex-Indian Army
Master Talks, a new a speech, a fireside chat and a Q&A Colonel, and a celebrity author
interactive series, session, enables employees to engage & podcaster.
where accomplished professional actively with the speaker. Watch here: https://bit.ly/
experts from various domains delivered YTGMTMC
Case Study 18
Stories of Hope
Narrating Biocon Biologics’
Stories of Hope is a key Brand
Complex Integration Story
Campaign of Biocon and
To highlight the integration Biocon Biologics, which narrates
of the acquired business inspirational patients’ stories in a
and extension of our global video format.
footprint, GCT developed and implemented ‘The Power It encourages people facing health challenges to be
of One’ campaign. A comprehensive communication strong and gives them hope.
roadmap was developed to address both internal This video series, developed in-house by GCT, brings
and external communication needs, utilizing several forth patients’ stories of courage and resilience, poignant
communications channels and a diverse media mix. tales of individuals from various walks of life who have
The commercial and regulatory teams were enabled by managed severe health challenges with exemplary
developing marketing collaterals and product packaging courage. The videos are available on Biocon’s own media
artworks in multiple languages for over 120+ countries channels like website, YouTube channel and other social
in a short duration of time. On the digital front, Biocon media platforms.
Biologics’ independent corporate website was launched
and several product sites were developed and rolled out This year’s episode narrated the story of a breast cancer
to enable marketing operations. survivor, a single working mother. In an insightful
conversation with the host, she shares her own story and
The social media campaigns, #Biosimilarsareallwedo also speaks about the relevance of regular
(North America); #Hereweareineurope (EU), #Emerging health check-ups, staying positive, seeking
to Empower (EMs), highlighted the successful help from friends, and expanding the circle
business integration in Advanced and Emerging of caregivers to fight back and accelerate the
Markets, garnering nearly 550K impressions and 25K process to recovery, but above all never give
engagements. Additionally, internal brand campaigns up on your job or your life.
were also rolled out to integrate the incoming new
teams with the existing Biocon Biologics family. Watch here: https://bit.ly/YTSoHJC
Strengthening our ORM Strategy Post release of the report, we also engagement with investors whose
In FY24, we strengthened our Online developed a visually engaging social goals align with Biocon’s long-term
Reputation Management (ORM) strategy media campaign on the six capital vision and development timeline. We
by deploying advanced listening tools highlights, which resonated well with also participated in conferences and
for social media listening, online and our followers, garnering over 153K roadshows in Mumbai and Singapore to
print media monitoring. These tools impressions, underscoring the widespread enhance Brand visibility and engagement.
have enabled proactive planning and interest in our brand.
Thought Leadership
real-time brand engagement on social
media channels. It has also helped us in Investor Relations The Global Communication and Corporate
identifying any potential reputational The Investor Relations (IR) team plays a key Brand team has been recognized amongst
threats. role in bridging the gap between Biocon the top teams of India. The Head of GCT
and the investment community. Through is recognized amongst the leading PR
Comprehensive Stakeholder distribution of annual reports, quarterly and Brand Communications professionals
Communication reports, and investor presentations, we of the country, and is regularly invited
In 2023, we developed the first Integrated keep investors informed about Biocon’s to share her experience and expertise
Annual Report for Biocon. The holistic financial performance, business strategies, on industry best practices at various
brand narrative was developed around ESG performance and overall outlook. conferences and industry forums. She also
the framework of Six Capitals — Financial, We track market trends, shareholding serves on the jury panel for prestigious
Manufacturing, Intellectual, Human, movements, analyst reports, and investor industry award events recognizing the
Natural, and Social & Relationship. sentiment to provide insights to the pathbreaking work in the field of PR and
This approach enabled us to provide a Company leadership and develop effective brand communications. In FY24, she
comprehensive account of Biocon Group/ investor communication strategies. received several individual awards and
Biocon Biologics’ value creation journey for In FY24, we strengthened our relationship recognitions.
its diverse group of stakeholders, including with analysts and investors by hosting
one-on-one calls to provide them regular Under her leadership, Biocon Group’s
patients, partners, suppliers, employees,
updates and address their queries. We Global Communications Team was ranked
shareholders, and the society at large.
conducted 165+ meetings, prioritizing No. 4 among the Top 30 teams in 2024.
Individual Recognitions for Recognized among the Most Generous Recognized among Top 30 India’s Most
Biocon Chairperson Kiran Women Philanthropist in the EdelGive Sustainable Companies in 2023 by BW
Mazumdar-Shaw Hurun India Philanthropy List 2023. Businessworld.
Awarded the Outstanding Business Human Resources
Leader Of The Year at the 19th edition of
Ranked 8th in Science magazine’s 2023
the CNBC-TV18 India Business Leader
list of Top 20 Global Employers in
Awards (IBLA) by Honorable Minister
biotech, pharma, and biopharma.
Piyush Goyal.
Global Communications
Won In-House Team of The Year Award
at PRmoment Health Comms Awards
2023.
Ranked 4th among India’s Top 30
Corporate Communications Teams by
Reputation Today.
Received Silver Award for ‘SheInspires’
Brand Campaign at the 13th India
Public Relations and Corporate
Communications Conference and
Awards 2023.
Biocon (including Biocon
Biologics)
ESG
Included in S&P’s Sustainability Yearbook
2024 for the second consecutive year
Appointed as Member of the Court with S&P Global ESG score of 63.
of Regents at The Royal College of Named among global sustainability
Surgeons of Edinburgh. leaders for the third consecutive year in
Honored with G-20 Healthcare the Dow Jones Sustainability Emerging
Commitment Awards 2023. Markets Index.
Biocon Limited - Gold Award for ‘Reduction of Number Honored with the Bioprocessing
of Testing in ABC Material’ for Biocon Excellence in South Asia Award at the
Human Resources
Limited Hyderabad unit. Asia-Pacific Biopharma Excellence
Received ET Edge Employee Excellence Awards (ABEA) 2024.
Award 2023. ESG
Golden Peacock Award for ESG at Honored with the Most Promising
Supply Chain Management Biologics Drug Pipeline Award at the
the 2023 Annual London Global
Recognized with an ‘A’ rating, placing Convention on Corporate Governance & Biopharma Excellence Awards (BEA)
us in the Leadership band in the CDP Sustainability, London (UK). India Edition 2024, organized by
Supplier Engagement Rating. IMAPAC.
Received Best Procurement Team Award
at the Procurement Excellence Summit
& Awards 2023.
Received Platinum Award in the
Innovative category at the 47th CII
National Kaizen Competition.
Accorded with the ‘Champion of Supply
Chain’ Award by the Indian Supply Chain
Management, India (ISCM) forum.
Central Engineering
Won first prize in ‘Best Process
Package Boiler’ category for safe boiler
operations at the 53rd National Safety
Day at IIIT, Bangalore, organized by the
Karnataka State Safety Institute. ESG
Honored with the Best Sustainability-
Linked Loan – Pharmaceuticals Award at
The Asset Triple A Sustainable Finance
Biocon Biologics Awards 2024.
Business Achievement Awarded for Outstanding Achievements
Operational & Quality Excellence
Received the ‘Acquisition of the in the category of Environmental
Received Excellence Award at 37th Year’ Award at the Global Generics & Excellence at the 23rd Greentech
National Convention on Quality Biosimilars Award 2023 held alongside Environment Award 2023.
Concept 2023. CPHI Worldwide in Barcelona, Spain.
Won the Jury Champion Award in the
‘Breakthrough Category’ at the 46th CII
National Kaizen Competition.
Received Jury Champion Award in
the Breakthrough Category at the CII
National Kaizen Champions Trophy
Competition 2023 in the ‘Quality Circle
Forum of India (QCFI) convention.
Won 2 more awards at the QCFI
Convention:
- Biocon Limited Hyderabad unit won
Biopharma Excellence
Gold and Biocon Limited Bengaluru
Won the Prix Galien India Award for Best
unit won Silver for Optimization
Medical Technology, recognizing Biocon
of Water Sampling points and
Biologics’ Pichia pastoris platform for
Frequency of testing.
manufacturing insulins.
Risk Management
Awarded the Golden Peacock Award for
the Risk Management.
Received the ‘Gold Green Environment Quality Excellence
Stewardship Award’ for urban resilience Received the Silver Award for efficiency Supply Chain
program aimed at rejuvenating lakes in ‘Shut down for implementing Earth- Won ‘Supply Chain Champion in
in Bengaluru at the 10th edition of the rite system across MSEZ while handling Pharmaceutical Sector’ Award in the
National CSR Times Summit and Awards. the solvents’ at the 14th CII National ISCM Supply Chain Rankings 2023.
POKA YOKE Competition.
Recognized for its work in the field
of education by Karnataka State Secured Gold Award in Quality
Government. Concepts for ‘Green initiative through
effective waste management by co-
processing’ from Quality Circle Forum of
India, Bengaluru Chapter.
IFRS S2 Alignment
Biocon has decided to transition from using the Task Force on Climate-related Financial Disclosures (TCFD) framework to adopting
the IFRS S2 standards for climate-related disclosures. This strategic shift underscores Biocon’s commitment to aligning its climate risk
assessment and reporting with globally recognized accounting standards. By implementing IFRS S2 through our CDP climate change
related disclosure FY24, Biocon aims to enhance the accuracy and transparency of its disclosures pertaining to climate-related risks and
opportunities. This transition will enable Biocon to effectively manage climate risks, ensure regulatory compliance, strengthen its supply
chain resilience, and gain a competitive edge in the market
Corporate Information
Board of Directors Chief Financial Officer
Executive Chairperson Mukesh Kamath
Kiran Mazumdar-Shaw (Appointed as an Interim Chief Financial Officer
w.e.f. June 11, 2024)
Managing Director and CEO
Siddharth Mittal Company Secretary and Compliance
Non-Executive, Non-Independent Directors Officer
Prof. Ravi Rasendra Mazumdar Mayank Verma
Eric Vivek Mazumdar
Independent Directors Statutory Auditors
Meleveetil Damodaran - Lead Independent Director M/s. B S R & Co. LLP
Bobby Kanubhai Parikh Chartered Accountants
Naina Lal Kidwai 3rd Floor, Embassy Golf Links Business Park,
Rekha Mehrotra Menon Pebble Beach, B Block,
Nicholas Robert Haggar No. 13/2, Off Intermediate Ring Road,
Atul Dhawan (Appointed w.e.f. May 16, 2024) Bengaluru, Karnataka - 560 071, India
Financial Reports
Statutory Reports
Board’s Report 154
Management Discussion and Analysis 186
Corporate Governance Report 212
*Business Responsibility &
Sustainability Report (BRSR)
Financial Statements
BRSR
GRI Index
ESG Data Book
*A Supplementary Data Book is being released with the Integrated Annual Report that includes BRSR, GRI Index & ESG Data Book
Board’s Report
Dear Shareholders,
We are pleased to present the Forty-Sixth (46th) Annual Report on the business and operations along with the audited standalone and consolidated financial
statements and the Auditor’s Report of the Company, for the Financial Year ended March 31, 2024.
Standalone Consolidated
Particulars FY2024 FY2023 FY2024 FY2023
Total Income 23,203 22,643 156,212 115,501
Expenses 21,845 21,559 140,002 101,946
Share of loss of joint venture and associate, net - - (842) (1,670)
Profit before tax and exceptional items 1,358 1,084 15,368 11,885
Exceptional items, net 145 28,628 (116) (2,914)
Profit before tax 1,503 29,712 15,252 8,971
Income tax 310 1,288 2,274 2,541
Non-controlling interest - - 2,753 1,803
Profit for the year 1,193 28,484 10,225 4,627
Other comprehensive income, net (7) 9 2,688 1,138
Total comprehensive income 1,186 28,493 12,913 5,765
Earnings per Share (EPS) after exceptional items 1.00 23.87 8.55 3.88
Standalone and Consolidated Financial Statements • Profit for the year including non-controlling interest stood at C12,978
The standalone and consolidated financial statements of the Company million compared to C6,430 million for FY23.
have been prepared in accordance with the Indian Accounting Standards • The effective tax rate (ETR) for the year before the exceptional item was
(‘Ind AS’) as notified under the Companies (Indian Accounting Standards) 15% (15% in FY23).
Rules, 2015, as amended. The financial highlights and the results of the
operations, including major developments have been further discussed in
detail in the Management Discussion and Analysis Report.
Exceptional items (Consolidated):
• Syngene had entered into a binding term sheet for acquiring Unit
Further, a statement containing the salient features of the financial 3 biologics manufacturing facility in Bangalore, India, from Stelis
statements of our subsidiaries pursuant to sub-section 3 of Section 129 Biopharma Limited (SBL) and incurred transaction costs C111 million
of the Companies Act, 2013 in the prescribed form AOC‑1 is appended as in the year ended March 31, 2024. Consequential tax impact of C31
Annexure 1 to the Board’s Report. The statement also provides the details million included in tax expense for the year ended March 31, 2024.
of performance and the financial positions of each of the subsidiaries,
associate and joint venture. • The Department of Pharmaceuticals (‘DOP’), via Corrigendum dated
October 20, 2023, has modified the PLI guidelines to limit the annual
incentive allocation to each applicant for the first 4 years of the
State of Affairs scheme. Pursuant to such guidelines, during the year ended March
The highlights of the Company’s Consolidated Financial performance are 31, 2024, the Group has reversed C166 million of excess PLI accrual
as under: made in the books for the year ended March 31, 2023. Consequential
• During the year, our consolidated income registered a growth of 35% tax impact of C22 million is included in tax expense for the year ended
to C156,212 million from C115,501 million in FY23. From a segment March 31, 2024.
perspective, Biologics recorded an annual growth of 58% and Research • Legal counsel, valuation experts) for Viatris’ biosimilars business
services grew by 9% while Generics registered a growth of 1%. transaction. During the year, BBL recorded C1,582 million, as an
• Core operating margins (EBITDA margins net of licensing, forex and expense with consequential tax of C80 million included within tax
R&D) stood at 29%. expense. Similarly, BBL recorded C2,374 million in the previous year
with consequential tax impact of C231 million included within tax
expense for the period.
• One of the subsidiaries of BBL had received C18,269 million towards • Profit for the year stood at C1,193 million compared to C28,484 million
working capital under the existing arrangements. Receivables were for FY23. This includes MAT write off of C1,071 million and exceptional
recorded at fair value of C10,219 million having regard to the timing gain of C28,628 million on Syngene stake sale.
and probability of recovery. The resulting difference of C8,050 million
is recorded as a gain. Consequential tax impact of C407 million is Subsidiaries, Associates and Joint Ventures
included within tax expense. The Company has 39 subsidiaries, 1 joint venture and 1 associate as on
March 31, 2024. A report on the performance and financial position of each
• Product for development and commercialization in certain territories,
subsidiary and joint venture is outlined in AOC-1 which is annexed to this
recorded an impairment of the carrying value of the intangible asset
report as Annexure 1.
amounting C3,854 million.
In accordance with the provisions of Section 136 of the Companies Act, 2013
• Low demand and consequentially lower probability of liquation
and the amendments thereto, read with the Securities and Exchange Board
amounting C2,366 million. Consequential tax impact of C296 million is
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
included within tax expense.
(‘SEBI Listing Regulations’), the audited financial statements, including the
• Biocon Pharma Limited and its subsidiaries in Generics business consolidated financial statements and related information of the Company
pursuant to the uncertainty in commercialization of product in and financial statements of the subsidiary companies will be available on
certain territories, recorded an impairment of the carrying value of our website www.biocon.com.
the intangible asset amounting C91 million. Consequential tax impact
The Company has also formulated a policy for determining ‘material’
of C19 million is included within tax expense.
subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The
• Total income includes C5,307 million of stake dilution and fair valuation policy is available on the website of the Company at https://www.biocon.
gain in Bicara, pursuant to fund raise during the year ended March 31, com/investor-relations/corporate-governance/governance-documents-
2024. policies/.
Corporate Events: A report of the salient features and a summary of the financial performance
of each of the subsidiaries/ joint venture/ associate is presented as below:
• The Company has raised funds by issuance and allotment of Non-
Convertible Debentures aggregating to C5,000 million to ESOF III Biocon Pharma Limited, India
Investment Fund and Edelweiss Alternative Asset Advisors Limited
on May 19, 2023. The Company further invested the said funds for Biocon Pharma Limited (‘BPL’) is a wholly owned subsidiary of the Company
acquisition of Optionally Convertible Debentures (OCDs) issued by with its registered office situated in Bengaluru, Karnataka. The Company was
BBL. incorporated under the Companies Act, 2013 on October 31, 2014 and is
engaged in the development and manufacture of generic formulations for
• USD 250 million loan repayment has been done by the Biosimilar sale in global markets, with a focus on opportunities in the United States
business taken for Viatris Biosimilars business acquisition. and Europe. BPL has setup its formulations manufacturing facility for oral
solid dosages at Bengaluru.
• During the year ended March 31, 2023, BPL had taken a loan equivalent
to C12,400 million from Serum Institute Life Sciences Private Limited During the Financial year 2022-23, the Board of Directors had approved the
(‘Serum’) to subscribe to the rights issue of BBL which was repaid scheme of amalgamation of Biofusion Therapeutics Limited, wholly owned
during the Financial Year ended March 31, 2024 by transferring the subsidiary of Biocon Limited with Biocon Pharma Limited. The scheme of
BBL’s equity shares to Serum. amalgamation was filed with the National Company Law Tribunal (‘NCLT’),
Bengaluru Bench and the same has been approved on April 24, 2024.
The highlights of the Company’s Standalone Financial performance are as
under: During the year ended March 31, 2024, BPL reported total revenue of
C8,816 million and a net profit of C348 million as against revenue of C6,791
• Revenue from operations for FY24 stood at C21,273 million compared to
million and net profit of C711 million in FY23. This growth was driven by
C19,929 million for FY23. Other income for FY24 amounted to C1,930
launch of inhouse developed molecules in US, EU, UK and most-of-the-
million as against C2,714 million in FY23.
world markets.
• Core operating margins (EBITDA margins net of licensing, impact of
forex, R&D and dividend from subsidiaries) was 23% compared to 16% Biocon Pharma Inc., USA
in the previous financial year, primarily due to price erosion in Generics Biocon Pharma Inc. (‘BPI’), a wholly owned subsidiary of BPL was
business. incorporated in July, 2015 in USA. BPI is engaged in the commercialization
of generic formulations in the United States.
• Profit before tax and exceptional items stood at C1,358 million
compared to C1,084 million in FY23. Decrease in standalone profit is BPI registered total revenue of C7,275 million and a net profit of C222 million
mainly due to price erosion in our base business products specifically in FY24 against a total revenue of C5,249 million and a net profit of C21
statins. million in FY23.
• Effective tax rate (ETR) for the year was 23% against 14% (excluding Biocon Pharma UK Limited, UK
MAT charge on adoption of new tax regime and dividend income with
nil tax charge) in FY23. Biocon Pharma UK Limited (‘BPUK’), a wholly owned subsidiary of BPL was
incorporated in December, 2018 in United Kingdom. BPUK is engaged in the
• Effective April 01, 2022, the Company decided to elect its option commercialization of generic formulations in United Kingdom.
to adopt the new tax regime notified under section 115BAA of the
Income Tax Act, 1961 and consequently, has written off Minimum BPUK registered total revenue of C135 million in FY24 against a total revenue
Alternate Tax (MAT) balance of C1,071 million in its financial statements of C70 million in FY23. BPUK reported a net profit of C9 million in FY24.
for the year ended March 31, 2023, which can no longer be carried
forward.
total revenue from inter- company cross charge of C382 million and a net Switzerland AG (‘BBSAG’) as its wholly owned subsidiary on April 25, 2023,
profit of C14 million in FY23. registered in Switzerland. BBSAG was established with an objective to
undertake activities such as commercialization, sale and distribution etc.
Biocon Biologics Do Brasil Ltda, Brazil related to pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics Do Brasil Ltda (‘BBDBL’) is a wholly owned subsidiary of
During the year, BBSAG reported a total revenue of C56 million and a net
BBUK, registered in Brazil on August 17, 2020. BBDBL was established with
profit of C1 million in FY24.
an objective to undertake direct marketing services and representatives’
activities and intermediation in general. Biocon Biologics Belgium BV, Belgium
BBDBL reported the revenues from inter-company cross charge of C95 During the year under review, BBUK has incorporated Biocon Biologics
million and a net profit of C4 million in FY24 against revenues from inter- Belgium BV (‘BBBBV’) as its wholly owned subsidiary on April 28, 2023,
company cross charge of C48 million and a net profit of C1 million in FY23. registered in Belgium. BBBBV was established with an objective to undertake
activities such as commercialization, sale and distribution etc. related to
Biocon Biologics FZ LLC, United Arab Emirates pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics FZ LLC (‘BBFL’) is a wholly owned subsidiary of BBUK,
During the year, BBBBV reported a total revenue of C76 million and a net
registered in UAE on November 26, 2020. BBFL was established with an
profit of C2 million in FY24.
objective to undertake import and export, marketing and sales promotion,
research and development, storage, support services activities related to Biocon Biologics Finland OY, Finland
therapeutics.
During the year under review, BBUK has incorporated Biocon Biologics
During the year, BBFL reported the revenues from inter-company cross Finland OY (‘BBFOY’) as its wholly owned subsidiary on May 10, 2023,
charge of C248 million and a net profit of C7 million in FY24 against registered in Finland. BBFOY was established with an objective to undertake
revenues from inter-company cross charge of C261 million and a net profit activities such as commercialization, sale and distribution etc. related to
of C5 million in FY23. pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics Canada Inc., Canada During the year, BBFOY reported a total revenue of C36 million and a net
profit of C1 million in FY24.
Biocon Biologics Canada Inc. (‘BBCI’) is a wholly owned subsidiary of BBUK,
registered in Ontario, Canada on March 20, 2023. BBCI was established Biocon Biologics Morocco S.A.R.L.A.U, Morocco
with an objective to undertake activities such as commercialization, sale
and distribution etc. related to pharmaceuticals, biopharmaceuticals and During the year under review, BBUK has incorporated Biocon Biologics
biologics products. Morocco S.A.R.L.A.U (‘BBM’) as its wholly owned subsidiary on July 24, 2023,
registered in Morocco. BBM was established with an objective to undertake
During the year, BBCI reported a total revenue of C1,252 million and a net activities such as commercialization, sale and distribution etc. related to
profit of C29 million in FY24. pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics Germany GmbH, Germany During the year, BBM reported a total revenue of C32 million and a net profit
of C1 million in FY24.
Biocon Biologics Germany GmbH (‘BBGG’) is a wholly owned subsidiary of
BBUK, registered in Germany and which was setup by BBUK on March 29, Biocon Biologics Greece SINGLE MEMBER P.C., Greece
2023. BBGG was set up with an objective to undertake activities such as
commercialization, sale and distribution etc. related to pharmaceuticals, During the year under review, BBUK has incorporated Biocon Biologics
biopharmaceuticals and biologics products. Greece SINGLE MEMBER P.C. (‘BBGSMPC’) as its wholly owned subsidiary
on July 27, 2023, registered in Greece. BBGSMPC was established with
During the year, BBGG reported a total revenue of C609 million and a net an objective to undertake activities such as commercialization, sale and
profit of C9 million in FY24. distribution etc. related to pharmaceuticals, biopharmaceuticals and
biologics products.
Biocon Biologics France S.A.S, France
During the year, BBGSMPC reported a total revenue of C230 million and a
During the year under review, BBUK has incorporated Biocon Biologics
net profit of C3 million in FY24.
France S.A.S (‘BBFSAS’) as its wholly owned subsidiary on April 14, 2023,
registered in France. BBFSAS was established with an objective to undertake Biocon Biologics South Africa (PTY) Ltd, South Africa
activities such as commercialization, sale and distribution etc. related to
pharmaceuticals, biopharmaceuticals and biologics products. During the year under review, BBUK has incorporated Biocon Biologics
South Africa (PTY) Ltd (‘BBSA’) as its wholly owned subsidiary on August
During the year, BBFSAS reported a total revenue of C2,115 million and a net 11, 2023, registered in South Africa. BBSA was established with an objective
profit of C31 million in FY24. to undertake activities such as commercialization, sale and distribution etc.
related to pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics Spain S.L.U, Spain
During the year, BBSA reported a total revenue of C1 million in FY24.
During the year under review, BBUK has incorporated Biocon Biologics
Spain S.L.U (‘BBSSLU’) as its wholly owned subsidiary on April 21, 2023, Biocon Biologics (Thailand) Co. Ltd, Thailand
registered in Spain. BBSSLU was established with an objective to undertake
activities such as commercialization, sale and distribution etc. related to During the year under review, BBUK has incorporated Biocon Biologics
pharmaceuticals, biopharmaceuticals and biologics products. (Thailand) Co. Ltd (‘BBTCL’) as its wholly owned subsidiary on September
08, 2023, registered in Thailand. BBTCL was established with an objective
During the year, BBSSLU reported a total revenue of C204 million and a net to undertake activities such as commercialization, sale and distribution etc.
profit of C4 million in FY24. related to pharmaceuticals, biopharmaceuticals and biologics products.
Biocon Biologics Switzerland AG, Switzerland During the year, BBTCL reported a total revenue of C1 million and a net loss
of C1 million in FY24.
During the year under review, BBUK has incorporated Biocon Biologics
Neo Biocon FZ LLC (‘NB’) is a joint venture based in Dubai incorporated in Management’s Discussion and Analysis
2007. NB was established as a market entity for the pharmaceutical products
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management
to target markets in the Middle East and GCC. During the year ended March
Discussion and Analysis Report for the year under review, is forms part of
31, 2024, Neo Biocon FZ LLC reported total revenue of C47 million and a net
the Integrated Annual Report.
loss of C156 million as against a revenue of C166 million and a net loss of C75
million in FY23. The entity continued to face regulatory challenges. Corporate Governance
Hinduja Renewables Two Private Limited The Company is committed to maintain the highest standards of corporate
governance. We believe in adherence to good corporate practices,
During the Financial Year ended March 31, 2021, the Company had acquired
implementing effective policies and guidelines and developing a culture of
26% equity stake in Hinduja Renewables Two Private Limited towards
the best management practices and compliance with the law at all levels.
enhancing the renewable based power consumption. The Company does
Our corporate governance practices strive to foster and attain the highest
not consolidate the associate since it does not exercise significant influence
standards of integrity, transparency, accountability and ethics in all business
over it.
matters to enhance and retain investor trust, long-term shareholder value
Bicara Therapeutics Inc., USA and respect minority rights in all our business decisions.
Bicara Therapeutics Inc. (‘Bicara’) was incorporated in December 2018 in A separate section on Corporate Governance as stipulated under Schedule
the United States of America as a subsidiary of the Company. Bicara is V (C) of the SEBI Listing Regulations forms part of this report. The Corporate
anchoring the development of a pipeline of functional antibodies that Governance Report along with the requisite certificate from the statutory
exploit the recent advances in immuno-oncology. auditors of the Company, confirming compliance with the conditions of
corporate governance as stipulated under SEBI Listing Regulations forms
Bicara was earlier been classified as an Associate Company of the Company as part of this Integrated Annual Report.
Biocon Limited was holding 39% shareholding in Bicara. In December 2023,
Bicara completed its US$165 Million Series C financing and consequent to Business Responsibility and Sustainability Reporting
this infusion of Series C funding and post allotment of shares by Bicara, the
The Business Responsibility and Sustainability Reporting (‘BRSR’), originating
Company’s shareholding in Bicara on fully diluted basis is below 20% and
from the MCA report on Business Responsibility Reporting, had found
thereby, Bicara has ceased to be an Associate Company of Biocon Limited.
its way into the regulatory provisions by way of an amendment to the
Dividend Regulation 34(2)(f ) of the SEBI Listing Regulations, notified on May 05, 2021.
In line with the Dividend Distribution Policy of the Company, we The BRSR had replaced the Business Responsibility Reporting (‘BRR’) format
recommend a final dividend of C0.50/- per equity share (i.e. 10% of face w.e.f. the Financial Year 2022-23. SEBI has made BRSR and Sustainability
value) for the Financial Year ended March 31, 2024. The dividend, if approved Report on the environmental, social and governance disclosures mandatory
at the ensuing 46th Annual General Meeting (‘AGM’), will be paid to those for the top 1,000 (one thousand) listed entities by market capitalization with
members whose names appear in the Register of Members as on close of effect from the Financial Year 2022-23.
Friday, July 05, 2024. The total dividend payout will be approximately C600
Pursuant to Regulation 34(2)(f ) of the SEBI Listing Regulations, the BRSR
million.
Report for the year under review, forms part of the Integrated Annual
Dividend Distribution Policy Report.
In terms of Regulation 43A of the SEBI Listing Regulations, the Board has Employee Stock Option Plan (ESOP)
formulated and adopted the Dividend Distribution Policy. The Policy is
The Board of Directors of the Company had formulated the Biocon
available on the website of the Company at https://www.biocon.com/
Employees Stock Option Plan, 2000 (hereinafter referred to as the ‘ESOP
investor-relations/corporategovernance/governance-documents-policies/.
Plan’), administered by the Biocon India Limited Employees’ Welfare Trust
(‘ESOP Trust’) under the instructions and supervision of the Nomination and professional stature, domain expertise, gender diversity and specific
and Remuneration Committee (‘NRC’). The Plan is implemented through a qualifications required for the position.
trust route in accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI For the purpose of selection of any Director, the Nomination and
SBEBSE Regulations’) with a view of attracting and retaining the best talent, Remuneration Committee (‘NRC’) identifies persons of integrity who
encouraging employees to align individual performances with Company’s possess relevant expertise, experience and leadership qualities required
objectives and promoting increased participation by them in the growth of for the position. A potential board member is also assessed based on
the Company. independence criteria defined in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Company had also introduced Biocon Restricted Stock Unit Long
Term Incentive Plan FY 2020-24 (hereinafter referred to as ‘the RSU Plan’), In accordance with Section 178(3) of the Companies Act, 2013 and
administered by the ESOP Trust under the instructions and supervision Regulation 19(4) of the SEBI Listing Regulations, as amended from time
of the NRC, which was approved by the shareholders at the 42nd Annual to time and on recommendation of the NRC, the Board had adopted
General Meeting (‘AGM’) of the Company held on July 24, 2020. The RSU Plan a remuneration policy for Directors, Key Managerial Personnel, Senior
is designed to drive performance towards achieving the Board approved Management and other employees. This policy is available at the website
strategic objectives for the Financial Year 2020-24. The RSU Plan covers key of the Company at https://www.biocon.com/investor-relations/corporate-
employees who, by virtue of their roles, influence the accomplishment of governance/governance-documents-policies/.
the strategic objectives. We affirm that the remuneration paid to Directors, Key Managerial
The NRC and the Board at their respective meetings held on May 15, 2024 Personnel, Senior Management and other employees is in accordance with
and May 16, 2024, have approved the Biocon Restricted Stock Unit Long the remuneration policy of the Company.
Term Incentive Plan FY 2024-29 (RSU Plan 2024-29) and recommended the
Board Diversity
same for the approval of the shareholders at the ensuing 46th AGM of the
Company. The said RSU Plan 2024-29 shall be administered by the ESOP Trust The Company recognises and embraces the importance of a diverse board
under the instructions and supervision of the NRC and shall be implemented in contributing to its success. Adequate diversity on the Board is essential
through a trust route in accordance with the SEBI SBEBSE Regulations. The to meet the challenges of business globalisation, rapid deployment of
RSU Plan 2024-29 is designed to drive performance towards achieving technology, greater social responsibility, increasing emphasis on corporate
common goals and delivering on key initiatives measured through revenue, governance and enhanced need for risk management. The Board enables
profits, cashflow & return on capital, shareholder value creation for the efficient functioning through differences in perspective and skill; and
Financial Year 2024-29. This RSU Plan covers key employees who, by virtue fosters differentiated thought processes at the back of varied industrial and
of their roles, influence the accomplishment of the strategic objectives. management expertise, gender, knowledge, ethnicity, country of origin and
nationality. The Board has adopted the Board Diversity Policy, which sets out
During the year, a total of 20,69,361 and 7,47,889 shares were transferred the approach to diversity of the Board. The policy is available at the website
from the ESOP Trust to the eligible employees under the Company’s of the Company at https://www.biocon.com/investor-relations/ corporate-
prevailing ESOP Plan and RSU Plan, respectively. governance/governance-documents-policies/.
As on March 31, 2024, the ESOP Trust cumulatively held 3,795,018 equity Declaration by Independent Directors
shares of the Company under both the ESOP and RSU Plans of the Company.
All Independent Directors of the Company have submitted the requisite
The applicable disclosures as stipulated under the SEBI SBEBSE Regulations declarations confirming that they meet the criteria of independence as
as on March 31, 2024, are appended herewith as Annexure 2 to the Board’s prescribed under Section 149(6) of the Companies Act, 2013 read with
Report. The details of the Plan forms a part of the notes to accounts of the Regulation 16 and 25(8) of the SEBI Listing Regulations. The Independent
Financial Statements in this Integrated Annual Report. The Company has Directors have also confirmed that they have complied with Schedule IV of
received a certificate from the Practicing Company Secretary, that the ESOP the Companies Act, 2013 and the Company’s Code of Conduct.
and RSU schemes have been implemented in accordance with SEBI SBEBSE
Regulations and the resolutions passed by the shareholders. The certificate They have further confirmed that they are not aware of any circumstances
would be placed at the AGM for inspection by the members. or situations which exist or may be reasonably anticipated that could
impair or impact their ability to discharge their duties and that they are
During the year ended March 31, 2024, there has been no other changes independent of the management. Further, the Independent Directors have
in the Company’s existing plans and they both are in compliance with SEBI also submitted their declaration in compliance with the provision of Rule
SBEBSE Regulations. 6(3) of the Companies (Appointment and Qualification of Directors) Rules,
2014, which mandated the inclusion of an Independent Director’s name in
Deposits the data bank of the Indian Institute of Corporate Affairs (‘IICA’) for a period
The Company has not accepted any deposit, including from the public and of one year or five years or life-time till they continue to hold the office of
as such no amount of principal and interest were outstanding as at March an Independent Director.
31, 2024.
In the opinion of the Board, all the Independent Directors have integrity,
Particulars of Loans, Guarantees or Investments expertise and experience.
Details of loans, guarantees and investments covered under the provisions Board Evaluation
of Section 186 of the Companies Act, 2013 forms part of the notes to the
Pursuant to the provisions of Section 134 of the Companies Act, 2013 and
Financial Statements provided in this Integrated Annual Report.
Regulation 19 of the SEBI Listing Regulations, the annual performance
Policy on Directors’ Appointment and Remuneration evaluation of the Board, Board level Committees and individual directors
was conducted during the year, in order to ensure that the Board and Board
The Company’s current policy centralises on having an appropriate mix level Committees are functioning effectively and demonstrating good
of Executive, Non-Executive and Independent Directors to maintain the governance. In a block of every 3 (three) years, the Board evaluation is done
independence of the Board and separate its functions of governance and by an external agency. For the current Financial Year 2023-24, the Board had
management. Assessment and appointment of Directors to the Board undertaken this exercise through self-evaluation questionnaires.
are based on a combination of criterion that includes ethics, personal
The evaluation was carried out based on the criteria and framework a period of 5 years commencing from April 01, 2025, subject to approval of
approved by the NRC. A detailed disclosure on the parameters and the the Members at the ensuing 46th AGM and (ii) re-appointment of Siddharth
process of Board evaluation has been provided in the Report on Corporate Mittal (DIN: 03230757) as the Managing Director & CEO of the Company
Governance. for a period of 5 (five) years effective from December 01, 2024, subject to
approval of the Members at the ensuing 46th AGM.
Directors
The Board at its meeting held on May 16, 2024, have recommended the
As on March 31, 2024, the Board of Directors comprised of 9 (nine)
above re-appointments and separate resolutions shall be placed before the
members, consisting of 2 (two) Executive Directors, 2 (two) Non-Executive
members for their approval at the ensuing 46th AGM.
Non-Independent Directors and 5 (five) Independent Directors. Out of the
total members, 3 (three) are women Directors. The Board has an appropriate In the opinion of the Board, all the Directors, as well as the Directors proposed
mix of Executive Directors, Non-Executive Non-Independent Directors and to be appointed/ re-appointed possess the requisite qualifications,
Independent Directors, which is compliant with the Companies Act, 2013, experience, expertise and hold high standards of integrity and relevant
the SEBI Listing Regulations and is also aligned with the best practices of proficiency.
Corporate Governance.
Resignation
Appointment Peter Bains (DIN: 00430937) ceased to be an Independent Director of the
The Board of Directors, based on the recommendation of NRC, had approved Company with effect from September 18, 2023. The Board further appointed
the appointment of Rekha Mehrotra Menon (DIN: 02768316) as an Additional Peter Bains as the Biocon Group Chief Executive Officer (“Group CEO”),
Director (Category: Non-Executive, Independent) of the Company w.e.f. Senior Management Personnel of the Company w.e.f. September 18, 2023.
July 26, 2023. Further, the shareholders at the 45th AGM held on August
11, 2023, have approved the appointment of Rekha Mehrotra Menon as Completion of tenure
an Independent Director of the Company till the conclusion of 48th AGM During the year under review, Dr. Vijay Kumar Kuchroo (DIN: 07071727)
proposed to be held in the year 2026. completed his second and final term as an Independent Director and
The Board of Directors at its meeting held on August 10, 2023, based on consequently ceased to be an Independent Director of the Company w.e.f.
the recommendation of NRC, had approved the appointment of Nicholas the close of business hours on July 26, 2023. The Board placed on record
Robert Haggar (DIN: 08518863) as an Additional Director (Category: Non- its appreciation for the extensive contribution rendered by him during his
Executive, Independent) of the Company with effect from the date of tenure at Biocon.
registration of his name in the Independent Director’s databank maintained
Key Managerial Personnel
by the IICA i.e. September 01, 2023. Further, the shareholders by way of a
resolution passed through Postal Ballot on November 28, 2023, approved The Key Managerial Personnel(s) of the Company as on March 31, 2024, are
the appointment of Nicholas Robert Haggar till the conclusion of 48th Kiran Mazumdar-Shaw, Executive Chairperson, Siddharth Mittal, Managing
Annual General Meeting to be held in the year 2026. Director & CEO and Mayank Verma, Company Secretary & Compliance
Officer.
Further, the Board of Directors, based on the recommendation of NRC, had
approved the appointment of Atul Dhawan (DIN: 07373372) as an Additional During the year under review, Indranil Sen, Chief Financial Officer of the
Director (Category: Non-Executive, Independent) of the Company with Company resigned with effect from close of business hours of March 14,
effect from May 16, 2024, till the conclusion of 49th AGM to be held in the 2024.
year 2027, subject to approval of the shareholders of the Company at the Kiran Mazumdar-Shaw, Executive Chairperson of the Company, is also the
ensuing 46th AGM. Non-Executive Chairperson of Syngene International Limited (‘Syngene’)
and Executive Chairperson of Biocon Biologics Limited (‘BBL’), both being
Re-appointment subsidiaries of the Company and is in receipt of remuneration from the
As per the provisions of the Companies Act, 2013 and Articles of Association respective companies for the Financial Year 2023-24.
of the Company, Eric Vivek Mazumdar is liable to retire by rotation at the
ensuing AGM and being eligible, seeks re-appointment. Once he is re- Committees of the Board
appointed by the members at the ensuing AGM, he will continue as a Non- Currently, the Company has 5 (five) Board level Committees: Audit
Executive Director of the Company. Committee (‘AC’), Risk Management Committee (‘RMC’), Nomination and
The Board of Directors at its meeting held on May 16, 2024, based on Remuneration Committee (‘NRC’), Stakeholders Relationship Committee
the recommendation of NRC, had approved (i) re-appointment of Kiran (‘SRC’) and Corporate Social Responsibility and Environmental, Social
Mazumdar-Shaw (DIN: 00347229) as an Executive Director (designated as & Governance Committee (‘CSR & ESG’). The composition of the above
an “Executive Chairperson”) of the Company, liable to retire by rotation, for committees, as on March 31, 2024, is disclosed as under:
Meetings of the Board India Ratings and Research (Ind-Ra) vide letter dated February 06, 2024,
has reaffirmed the rating at ‘IND AA+/ Stable’ for the Non-convertible
The meetings of the Board are scheduled at regular intervals to discuss
Debentures and Term Loans and withdrawn the rating for Commercial
and decide on matters of business performance, policies, strategies and
Paper of the Company.
other matters of significance. The schedule of the meetings is circulated in
advance, to ensure proper planning and effective participation. In certain Conservation of Energy, Technology Absorption,
exigencies, decisions of the Board are also accorded through circulation.
Foreign Exchange Earnings & Outgo
During the Financial Year 2023-24, the Board met 6 (six) times on April 26, The particulars as prescribed under sub-section (3)(m) of Section 134 of the
2023, May 23, 2023, July 06, 2023, August 10, 2023, November 10, 2023 and Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is
February 08, 2024. The maximum interval between any two meetings did appended herewith as Annexure 3 to the Board’s Report.
not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed
information regarding the meetings of the Board is included in the Report AUDITORS
on Corporate Governance, which forms part of this Integrated Annual
Report. Statutory Auditors
M/s. B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/
Related Party Contracts or Arrangements W-100022) were appointed as the Statutory Auditors of the Company for a
There were no materially significant related party transactions term of 5 (five) years, to hold office from the conclusion of the 43rd AGM held
entered between the Company, Directors, management and on July 23, 2021, till the conclusion of the 48th AGM, on such remuneration
their relatives, except for those disclosed in the financial statements as may be decided by the Board in consultation with the Statutory Auditors
All the contracts/ arrangements/ transactions entered by the of the Company.
Company with the related parties during the Financial Year 2023-
The Auditors’ Report on the financial statements of the Company for the
24 were in the ordinary course of business and on an arm’s
Financial Year ended March 31, 2024, is unmodified i.e. it does not contain
length basis and whenever required the Company has obtained necessary
any qualification, reservation or adverse remark or disclaimer. The Auditors’
approval as per the related party transaction policy of the Company.
Report is enclosed with the financial statements forming part of the
Accordingly, particulars of contracts or arrangements with related parties Integrated Annual Report.
referred to in Section 188(1) of the Companies Act, 2013 along with the
justification for entering into such contract or arrangement in Form AOC-2 Cost Auditors
does not form a part of the Report. The Cost Records of the Company are maintained in accordance with
the provisions of Section 148(1) of the Companies Act, 2013 as specified
The Company has formulated the policy on ‘Materiality of Related
by the Central Government. The Cost Audit Report, for the Financial Year
Party transactions and on dealing with Related Party Transactions’
ended March 31, 2023, was filed with the Central Government within the
and the same is available at the website of the Company at
prescribed time. The Board, on recommendation of the Audit Committee,
https://www.biocon.com/investor-relations/corporate-governance/
had appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm
governance-documents-policies/. The details of related party disclosures
Registration Number 000065) as the Cost Auditors to conduct the audit of
forms part of the notes to the Financial Statements provided in the
Company’s cost records for the Financial Year ended March 31, 2024. The
Integrated Annual Report.
Cost Auditors will submit their report for the Financial Year 2023-24 on or
Credit Ratings before the due date.
ICRA Limited vide its letter dated August 04, 2023, has removed the long- The Board, on recommendation of the Audit Committee, has appointed
term rating from ‘Watch with Developing Implications’ and reaffirmed it at M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration Number
[ICRA]AA+. The short-term rating has been reaffirmed at ‘ICRA A1+’ for the 000065) as the Cost Auditors of the Company to conduct the audit of
Bank facilities and Commercial Paper of the Company. Company’s cost records for the Financial Year 2024-25. The Cost Auditors
have confirmed that their appointment is within the limits of Section 141(3)
CRISIL vide its letter dated November 29, 2023, has reaffirmed the rating at (g) of the Companies Act, 2013 and have also certified that they are free from
‘CRISIL AA+’ for the long-term bank facilities and ‘CRISIL A1+’ for the short- any disqualifications specified under Section 141(3) and proviso to Section
term bank facilities of the Company. 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit
Committee has also received a certificate from the Cost Auditors certifying The Company is staffed by experienced and qualified professionals who play
their independence and arm’s length relationship with the Company. an important role in designing, implementing, maintaining and monitoring
our internal control systems. Appropriate review and self-certification
In accordance with the provisions of Section 148 of the Companies Act, mechanisms are put in place to ensure that such control systems are
2013 read with the Companies (Audit and Auditors) Rules, 2014, since the adequate and are operating effectively on an ongoing basis.
remuneration payable to the Cost Auditor is required to be ratified by the
members, the Board recommends the same for approval by members at Periodic internal audits are carried out by the Internal Auditors of the
the ensuing AGM. Company to provide reasonable assurance of internal control effectiveness
and advises the Company on industry-wide best practices. The Audit
Secretarial Auditors Committee, consisting of Independent Directors, reviews important issues
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and raised by the internal and statutory auditors regularly and the status of
rules thereunder, M/s. V. Sreedharan & Associates, Practicing Company rectification measures to ensure that risks are mitigated appropriately on
Secretaries were appointed to conduct the secretarial audit of the Company a timely basis.
for the Financial Year 2023-24. The Secretarial Audit Report for the Financial
Year 2023-24 does not contain any qualification, reservation or adverse Vigil Mechanism
remark or disclaimer and is appended herewith as Annexure 4 to the Board’s The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules
Report. prescribed thereunder and the SEBI Listing Regulations is implemented
through the Whistle Blower Policy of the Company to enable the Directors,
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, employees and all stakeholders (internal and external) of the Company to
Biocon Biologics Limited, a material unlisted subsidiary of the Company report genuine concerns, to adequately safeguard against victimisation of
undertook the secretarial audit for the Financial Year 2023-24. The Secretarial persons who use such mechanism and make provision for direct access to
Audit Report for the Financial Year 2023-24 given by M/s. V. Sreedharan the Chairperson of the Audit Committee.
& Associates, Practicing Company Secretaries is appended herewith as
Annexure 4A of the Board’s Report. Whistle Blower Policy of the Company is available on the Company’s website
and can be accessed at https://www.biocon.com/investor-relations/
Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated corporate-governance/governancedocuments-policies/.
February 08, 2019, the Annual Secretarial Compliance Report for the
Financial Year 2023-24, issued by M/s. V. Sreedharan & Associates, Practicing The Company has also launched a Speak-Up Hotline facility accessible
Company Secretaries shall be submitted with the stock exchanges where to all employees across the globe. This Hotline allows our people to raise
shares of the Company are listed, within stipulated timeline. concerns about any kind of business or employee misconduct and seek
clarification while remaining anonymous if they so choose.
Reporting of Fraud by Auditors
The Integrity Committee (IC) comprising of the CEO, CFO and HR Head
During the year, the statutory auditors have not reported to the Audit
oversees the investigation and reporting of suspected unethical practices,
Committee any material fraud on the Company by its officers or employees
grievances and whistleblowers received. The IC assesses these concerns,
under Section 143(12) of the Companies Act, 2013, the details of which
takes corrective actions and presents quarterly summaries of key
need to be provided in this report.
investigations to the Audit Committee.
Risk Management Policy / Framework Directors’ Responsibility Statement
The Company has formed a Risk Management Committee and has
Pursuant to the requirement under Section 134 (3)(c) of the Companies Act,
put in place an enterprise-wide Risk Management Framework and Risk
2013, the Directors confirm that:
Management Policy with an objective of timely identification of risks
(existing and upcoming), assessment, prioritisation based on impact on a. In the preparation of the annual accounts, the applicable accounting
business and likelihood of occurrence and evaluation of such risks in line standards have been followed along with proper explanation relating
with the overall business objectives or strategies and define adequate to material departures;
mitigation strategies to reduce the impact of risk exposure. On a quarterly
basis, the Risk Management Committee reviews critical risks on a rotation b. they have selected such accounting policies and applied them
basis in line with the risk management plan to assess effectiveness of consistently and made judgements and estimates that are reasonable
mitigation actions defined against critical risks and its impact on overall risk and prudent so as to give a true and fair view of the state of affairs of
exposure of the Company. All the critical risk areas are covered at least once the Company at the end of the financial year and of the profit and loss
a year. All critical risk areas as identified by the Company are re-evaluated of the Company for that period;
annually. During the course of year, all risks in the risk register were re- c. they have taken proper and sufficient care for the maintenance of
assessed considering the internal and/ or external factors and accordingly adequate accounting records in accordance with the provisions of
changes were made to the risk register. the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
Internal Financial Control
The Company has laid down guidelines, processes and structures, which d. they have prepared the annual accounts on a going concern basis;
enable implementation of appropriate internal financial controls across the e. they have laid down internal financial controls based on the internal
organisation. Such internal financial controls encompass policies, processes controls framework established by the Company, which were
and key activities or procedures adopted by the Company for ensuring adequate and are operating effectively; and
the orderly and efficient conduct of business, including adherence to its
policies, safeguarding of its assets, prevention and detection of frauds f. they have devised proper systems to ensure compliance with the
and errors, the accuracy and completeness of accounting records and the provisions of all applicable laws and that such systems were adequate
timely preparation of reliable financial information. These include controls and operating effectively.
in the nature of manual or automated (IT applications including the ERP
applications wherein the transactions are approved and recorded).
Particulars of Employees and oversees various CSR initiatives and activities of the Company. As
on March 31, 2024, the CSR & ESG Committee comprises of Naina Lal
The statement containing particulars in terms of Section 197(12) of the
Kidwai (Chairperson), Prof. Ravi Rasendra Mazumdar, Eric Vivek Mazumdar,
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
Siddharth Mittal, Rekha Mehrotra Menon and Nicholas Robert Haggar.
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
report and is appended herewith as Annexure 5 to the Board’s Report. A detailed report regarding Corporate Social Responsibility is appended
herewith as Annexure 6 to the Board’s Report. The Policy on Corporate
The statement containing particulars in terms of Section 197(12) of
Social Responsibility and Annual Action Plan have been uploaded on
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
to the website of the Company and is available at https://www.biocon.
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
com/investor-relations/corporate-governance/governance-documents-
forms part of this report. The above statement is available on the website of
policies/.
the Company at www. biocon.com.
However, considering the first proviso to Section 136(1) of the Companies Sexual Harassment of Women at Workplace (Prevention,
Act, 2013, the Integrated Annual Report, excluding the aforesaid information, Prohibition and Redressal) Act 2013
is being sent to the members of the Company and others entitled thereto. The Company has in place an Anti-Sexual Harassment Policy in line with
The said information is available for inspection at the registered office of the the requirements of the Sexual Harassment of Women at Workplace
Company during business hours on working days of the Company up to the (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
date of the ensuing AGM. Any shareholder interested in obtaining a copy Committee (‘ICC’) has been set up to redress complaints received regarding
thereof, may write to the secretarial team of the Company in this regard. sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. The Policy is gender neutral.
Corporate Social Responsibility (CSR)
The Company drives social and economic inclusion for underserved During the financial year under review, 4 (four) complaints with allegations
and marginalized communities through the Biocon Foundation, Biocon of sexual harassment were filed and all 4 (four) complaints were disposed-
Academy and strategic partnerships with like-minded organizations (both off and no complaint is pending for closure as per the timelines of the
private and government). Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
During the past fiscal year, the Company prioritized its Corporate Social
Responsibility (CSR) initiatives in two key areas: supporting the development Transfer of Unpaid and Unclaimed Amounts to Investor
of a sustainable urban public transport system and advancing healthcare Education and Protection Fund (‘IEPF’)
and research infrastructure by supporting the establishment of a centre of
excellence. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013,
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
Environmental Sustainability - Air pollution and traffic congestion 2016, all dividends which remains unpaid or unclaimed for a period of 7
continue to plague Bengaluru, significantly impacting residents’ quality (seven) years from the date of their transfer to the unpaid dividend account
of life. Committed to ecological balance and sustainability, the Company are required to be transferred by the Company to the Investor Education
is supporting a people-centric and eco-friendly solution: mass rail transit. and Protection Fund (‘IEPF’), established by the Central Government.
By reducing reliance on individual vehicles, these systems significantly cut Further, as per IEPF Rules, the shares on which dividend has not been paid or
toxic emissions and greenhouse gases. claimed by the members for 7 (seven) consecutive years or more shall also
be transferred to the demat account of the IEPF Authority. Further, as per
Building on our unwavering commitment, Biocon Foundation signed a Rule 6(8) of IEPF Rules, all benefits such as bonus shares, split, consolidation
Memorandum of Understanding with the Bengaluru Metro Rail Corporation except rights issue, accruing on shares which are transferred to IEPF, shall
(BMRCL) in 2020 to fund construction of the Hebbagodi Metro Station. We also be credited to the demat account of the IEPF authority.
continued our support throughout the year under review. This station is
part of a new 18.82 km elevated line with 16 stations, under Phase II of the During the year ended March 31, 2024, the Company has transferred unpaid
Bengaluru Metro Rail Project, connecting R V Road to Bommasandra. and unclaimed dividends of C1,054,070 for the Financial Year 2015-16 and
5,282 corresponding equity shares on which dividends were unclaimed for
Upon completion, targeted for late 2024, the Hebbagodi Metro Station will 7 (seven) consecutive years were transferred as per requirements of the IEPF
provide a sustainable, safe and faster travel option for residents and business Rules.
commuters across Bengaluru. This will significantly reduce traffic congestion
on Hosur Road and contribute to lowering the city’s environmental impact Significant and Material Orders
from vehicle pollution.
There are no significant and material orders passed during the year by the
Promoting Healthcare - The construction of the 800-bed Biocon-Syngene regulators, courts or tribunals impacting the going concern status and
General Medicine Block at the upcoming IISc PG Medical School & Hospital Company’s operations in the future.
is progressing well. The facility is expected to become operational by early
2025. Statutory Disclosures
None of the Directors of the Company are disqualified as per the provisions
Furthermore, the medical school has rolled out a unique MBBS/MPH
of Section 164(1) and (2) of the Companies Act, 2013. The Directors have
Internship program to foster interdisciplinary research and develop
made necessary disclosures, as required under various provisions of the
physician-scientists in the country. Under this program, in the year under
Companies Act, 2013 and the SEBI Listing Regulations.
review, 37 selected students got an opportunity to work under the
supervision of 32 participating faculties at IISc, Bengaluru for a period Material Changes and Commitments
of 1 to 2 months. The key thematic areas of Research included Cancer
Biology, Bioengineering, Artificial Intelligence, Data Science, Endocrinology, No material changes and commitments affecting the financial position of
Biomedical devices and others. the Company have occurred between March 31, 2024 and the date of this
report.
In compliance with the provisions of Section 135 of the Companies Act,
2013, the Board has formed a CSR & ESG Committee, which monitors
[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014 ]
Part A - Subsidiaries
(Cin million)
Sl. Name of the subsidiary Date since subsidiary Reporting Period Reporting Share Reserves & Total Total Investments Turnover# Profit/ (loss) Provision for Profit/ Proposed % of
No was acquired/ currency capital* Surplus (other Assets* Liabilities (excluding in before taxation# (loss) for dividend Shareholding
incorporated equity)* (excl. capital subsidiaries)* taxation# the year# by the
Annexure 2 - Disclosure with respect to Employees Stock Option Plan of the Company
[Pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]
A Relevant disclosures in terms of the ‘Guidance note on accounting for Yes - Disclosed in Notes to Accounts – Refer note 30 to Standalone
employee share-based payments’ issued by ICAI or any other relevant Financial Statements for the year ended March 31, 2024.
accounting standards as prescribed from time to time
B Diluted EPS on issue of shares pursuant to all the schemes covered under the Yes - Disclosed in Notes to Accounts – Refer note 30 to Standalone
regulations shall be disclosed in accordance with ‘Accounting Standard on Financial Statements for the year ended March 31, 2024.
Earnings Per Share’ issued by ICAI or any other relevant accounting standards
as prescribed from time to time
C Details related to ESOS
A description of each ESOS that existed at any time during the year, including Refer note 30 to Standalone Financial Statements for the year
the general terms and conditions of each ESOS, including ended March 31, 2024.
2. Summary of Status of Biocon Restricted Stock Unit (RSU) Long Term Incentive Plan FY 2020-24:
Sl. Particulars Details
No
1 Date of shareholders’ approval July 24, 2020
2 Total number of options approved under ESOS
3 Vesting requirements
Refer note 30 of the standalone financial statements
4 Exercise price or pricing formula
5 Maximum term of options granted
6 Source of shares (primary, secondary or combination) Combination
7 Variation in terms of options No variation
8 Method used to account for ESOS - Intrinsic or fair value Fair value
9 The impact on the profits and EPS of the company Refer note 30 of the standalone financial statements
(b) Any other employee who received a grant during the year, options amounting to 5% or more of option granted during the year: Nil
(c) Identified employees who were granted options during the year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant – Nil
5. Description of the method and significant assumptions used during the year to estimate the fair value of options
including the following information:
}
1 Weighted-average values of share price, exercise price, expected volatility, expected option life, expected
dividends, the risk-free interest rate and any other inputs to the model
Refer note 30 of the
2 Method used and the assumptions made to incorporate the effects of expected early exercise standalone financial
statements
3 How expected volatility was determined, including an explanation of the extent to which expected volatility
was based on historical volatility
4 Whether and how any other features of the option grant were incorporated into the measurement of fair value, None
such as a market condition
(a) Number of shares held at the beginning of the year i.e. April 1, 2023 – 66,12,268
(ii) secondary acquisition, also as a percentage of paid-up equity capital as at the end of the previous financial year, along with information on
weighted average cost of acquisition per share – Nil
(c) Number of shares transferred to the employees / sold along with the purpose thereof – 28,17,250
(d) Number of shares held at the end of the year i.e. March 31, 2024 – (a +b-c) – 37,95,018
Sd/-
Kiran Mazumdar-Shaw
Place: Bengaluru Executive Chairperson
Date: May 16, 2024 DIN: 00347229
A. Conservation of Energy
i) The steps taken or impact on conservation of energy Power consumption for FY24 was 202 million Units as against 191 million units in FY23.
The unit consumption has been increased/ (decreased) by 6 % YOY comparison.
ii) The steps taken by the company for utilizing alternate By Using the renewable energy for 78% of total power requirements and using fossil
source of energy fuel for steam generation (Natural Gas & Biomass), lead to a reduction of CO2 emission
by 66,960 Tons.
iii) The Capital investment on energy conservation equipment Total Investment on energy conversation stands at C118.9 million
B. Technology Absorption
i) The efforts made towards technology absorption
ii) The benefits derived like product improvement, cost reduction, product development
or import substitution
iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)
No technology was imported by the Company during
(a) The details of technology imported the year.
(b) The year of import
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and
iv) The expenditure incurred on Research and Development (R&D) Detailed disclosure on R&D are provided below
5. Increase capital spend to build a stronger R&D base which is in line to current industry changes.
6. New collaborations for high yield strain developments.
7. Next generation bio-transformation labs.
Sd/-
Kiran Mazumdar-Shaw
Place: Bengaluru Executive Chairperson
Date: May 16, 2024 DIN: 00347229
Annexure 4 - Secretarial Audit Report for the Financial Year ended on March 31, 2024
To, f. The Securities and Exchange Board of India (Delisting of Equity Shares)
The Members Regulations, 2021 (Not Applicable to the Company during the
Biocon Limited Audit Period);
20th K.M. Hosur Road, Electronic City,
Bengaluru - 560100 g. The Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 (Not Applicable to the
We have conducted the secretarial audit of the compliance of applicable Company during the Audit Period);
statutory provisions and the adherence to good corporate practices by
Biocon Limited (hereinafter called “the Company”). Secretarial Audit was h. The Securities and Exchange Board of India (Buyback of Securities)
conducted in a manner that provided us a reasonable basis for evaluating Regulations, 2018 (Not Applicable to the Company during the
the corporate conducts / statutory compliances and expressing our opinion Audit Period); and
thereon. i. The Securities and Exchange Board of India (Listing Obligations and
Based on our verification of the Company’s Books, Papers, Minute Books, Disclosure Requirements) Regulations, 2015 (SEBI LODR).
Forms and Returns filed and other Records maintained by the Company (vi) Other Laws Applicable Specifically to the Company namely:
and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby a) Drugs and Cosmetics Act, 1940
report that in our opinion, the Company has, during the financial year ended b) Bio Medical Waste (Management & Handling) Rules, 1998
on March 31, 2024 (the audit period) complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and c) ICH Guidelines (this is the base on which US FDA/ EU Guidelines
compliance-mechanism in place to the extent, in the manner and subject to etc. are created on).
the reporting made hereinafter:
d) UCPMP (Currently voluntary – however proposed to be made
We have examined the books, papers, minute books, forms and returns filed mandatory).
and other records maintained by the Company during the audit period
e) National Biodiversity Act, 2002
according to the provisions of:
f) Drugs & Magical Remedies (Objectionable Advertisements)
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
Rules, 1955
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
g) Narcotic Drugs and Psychotropic Substance Act
made thereunder;
h) Drugs (Control) Act, 1950
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder; We have also examined compliance with the applicable clauses of the
following:
(iv) The Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct a. Secretarial Standards issued by the Institute of Company
Investment, Overseas Direct Investment and External Commercial Secretaries of India (ICSI) on Meetings of the Board of Directors
Borrowing; and General Meeting.
(v) The following Regulations and Guidelines prescribed under the b. Listing Agreements entered into by the Company with BSE
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): Limited and National Stock Exchange of India Limited.
a. The Securities and Exchange Board of India (Substantial Acquisition of During the period under review the Company has complied with the
Shares and Takeovers) Regulations, 2011; provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.,
mentioned above.
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; We have not examined compliance with applicable Financial Laws, like
Direct and Indirect Tax Laws, since the same have been subject to review by
c. The Securities and Exchange Board of India (Issue of Capital and
statutory financial audit and other designated professionals.
Disclosure Requirements) Regulations, 2018 (Not Applicable to the
Company during the Audit Period); We report that:
d. The Securities and Exchange Board of India (Share Based Employee The Board of Directors of the Company is duly constituted with proper
Benefits and Sweat Equity) Regulations, 2021; balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took
e. The Securities and Exchange Board of India (Registrars to an Issue and
place during the period under review were carried out in compliance with
Share Transfer Agents) Regulations, 1993 regarding the Companies Act
the provisions of the Act.
and dealing with client;
Adequate notice is given to all directors to schedule the Board Meetings, b. Mr. Indranil Sen, Chief Financial Officer and Key Managerial Personnel
agenda and detailed notes on agenda were sent at least seven days in of the Company resigned with effect from close of business hours on
advance and a system exists for seeking and obtaining further information March 14, 2024.
and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting. c. Scheme of Amalgamation between Biofusion Therapeutics Limited
(Transferor Company) and Biocon Pharma Limited (Transferee
As per the minutes of the meetings duly recorded and signed by the Company), both wholly owned subsidiaries of the Company, has been
Chairperson, the decisions of the Board were unanimous and therefore no approved by the National Company Law Tribunal (NCLT), Bengaluru
dissenting views were required to be captured and recorded as part of the Bench vide Order dated April 24, 2024.
minutes.
For V. SREEDHARAN & ASSOCIATES
Based on the review of systems and processes adopted by the Company
and the Statutory Compliance self-certification by the Managing Director of
the Company which was taken on record by the Board of Directors, there are Sd/-
adequate systems and processes in the Company commensurate with the (Pradeep B. Kulkarni)
size and operations of the Company to monitor and ensure compliance with Place: Bengaluru Partner
applicable laws, rules, regulations and guidelines as per the list of such laws Date: May 16, 2024 FCS: 7260; CP No. 7835
as mentioned above in Point No. vi of para 3 of this report. UDIN: F007260F000378950
Peer Review Certificate No. 5543/2024
The following events/actions were having a major bearing on the company’s
affairs in pursuance of the above referred laws, rules, regulations, guidelines This report (i.e., Form No. MR-3) is to be read with our letter of even date
etc., during the audit period: which is annexed as Annexure and forms an integral part of this report.
a. The Company has raised funds by issuance and allotment of
Unlisted, Secured, Redeemable Non-Convertible Debentures (NCD’s)
aggregating to C500 Crores on Private Placement basis.
‘Annexure’
To,
The Members
Biocon Limited
20th K.M. Hosur Road, Electronic City,
Bengaluru - 560100
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes
and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company..
Sd/-
(Pradeep B. Kulkarni)
Place: Bengaluru Partner
Date: May 16, 2024 FCS: 7260; CP No. 7835
UDIN: F007260F000378950
Peer Review Certificate No. 5543/2024
Annexure 4A - Secretarial Audit Report of Biocon Biologics Limited for the Financial Year ended
on March 31, 2024
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Sub Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Based on our verification of the Company’s books, papers, minute books, k. Drug (Price Control) Order (DPCO) 2013 (NPPA)
forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and l. Regulation of Drug Act, 1978
authorized representatives during the conduct of secretarial audit, we hereby
report that in our opinion, the Company has, during the financial year ended m. National Biodiversity Act, 2002
on March 31, 2024 (the audit period) complied with the statutory provisions
n. Uniform Code of Pharmaceuticals Marketing Practices (UCPMP)
listed hereunder and also that the Company has proper Board-processes and
Guidelines
compliance-mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter: o. Livestock Importation Act, 1898
We have examined the books, papers, minute books, forms and returns filed, p. Generic Drug User Fee Amendment (GDUFA) 2012
and other records maintained by the Company for the financial year ended
on March 31, 2024 according to the provisions of: q. Cosmetics, Devices and Drugs Act, 1980
i. The Companies Act, 2013 (the Act) and the rules made thereunder. r. Registration Guideline for Registration of the Medicinal Products,
2013
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made thereunder. s. The Special Economic Zone Act 2005, Special Economic Zone
Rules 2006
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder. The Company being an unlisted public limited company, the following
Regulations prescribed under Securities and Exchange Board of India Act,
iv. Foreign Exchange Management Act, 1999 and the rules and regulations 1992 (‘SEBI Act’) were not applicable to the Company during the audit period:
made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowing. (a) The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
v. Other laws specifically applicable to the Company:
(b) The Securities and Exchange Board of India (Prohibition of Insider
a. Drugs and Cosmetics Act, 1940 Trading) Regulations, 2015;
b. Drugs and Cosmetics Rules, 1945 (c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
c. Bio Medical Waste (Management & Handling) Rules, 1998
(d) The Securities and Exchange Board of India (Share Based Employee
d. Drugs & Magical Remedies (Objectionable Advertisements)
Benefits and Sweat Equity) Regulations, 2021;
Rules, 1954
(e) The Securities and Exchange Board of India (Issue and Listing of Non- a) Due to delay in receiving approval from the National Company Law
Convertible Securities) Regulations, 2021; Tribunal, Mumbai, the merger between Biocon Biologics Limited and
Covidshield Technologies Private Limited was withdrawn by Serum
(f ) The Securities and Exchange Board of India (Registrar to an Issue and Institute Life Sciences Private Limited.
Share Transfer Agents) Regulations, 1993 regarding the Companies Act
and dealing with client; b) Allotment of 1,06,86,044 Compulsory Convertible Debentures (CCDs)
on private placement basis to ESOF III Investment Fund and Edelweiss
(g) The Securities and Exchange Board of India (Delisting of Equity shares) Asset Advisors Limited on the following instances:
Regulations, 2021;
• 53,43,022 CCDs on May 12, 2023.
(h) The Securities and Exchange Board of India (Issue and Listing of Non- • 53,43,022 CCDs on May 24, 2023.
Convertible Securities) Regulations, 2021;
c) Allotment of 1,78,10,073 Optionally Convertible Debentures (OCDs) to
(i) The Securities and Exchange Board of India (Buyback of Securities) Biocon Limited on private placement basis on May 12, 2023.
Regulations, 2018; and
d) The company had altered the provisions of the Articles of Association
(j) Securities and Exchange Board of India (Listing Obligations and (AOA).
Disclosure Requirements) Regulations, 2015.
e) Mr. Chinappa MB had resigned from the position of Chief Financial
We have also examined compliance with the applicable clauses of Secretarial Officer (CFO) of the company with effect from October 31, 2023 and
Standards issued by the Institute of Company Secretaries of India on appointment of Mr. Kedar Upadhye as the Chief Financial Officer
Meetings of the Board of Directors and General Meeting. (CFO) of the company with effect from October 31, 2023 in the Board
meeting dated October 18, 2023.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines and Standards etc., as f) The company sold its non-core nephrology and dermatology BFI
mentioned above. business to Eris Lifesciences Limited on slump sale basis for lump sum
consideration of C366 crores.
We have not examined compliance with applicable Financial Laws, like
Direct and Indirect Tax Laws, since the same have been subject to review by g) The company had sold its Branded Formulations India business
statutory financial audit and other designated professionals. consisting of metabolics, oncology, and critical care diagnostic
divisions to Eris Lifesciences Limited on slump sale basis for lump sum
We further report that the Board of Directors of the Company is duly
consideration of C1,242 crores.
constituted. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance
with the provisions of the Act. For V. SREEDHARAN & ASSOCIATES
‘Annexure’
To,
The Members
BIOCON BIOLOGICS LIMITED
Biocon House, Ground Floor, Tower-3,
Semicon Park, Electronic City, Phase - II,
Hosur Road, Bengaluru - 560100
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes
and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Sd/-
(Pradeep B. Kulkarni)
Place: Bengaluru Partner
Date: May 14, 2024 FCS: 7260; CP No. 7835
UDIN: F007260F000362835
Peer Review Certificate No. 5543/2024
S. Name of the Director/Key Managerial Personnel and Percentage increase in Ratio of the remuneration of
No. Designation remuneration of each Director/ each Director to the median
CFO/ CS in the FY 2023-24 remuneration of the employees
Executive Directors
1 Kiran Mazumdar-Shaw 28.10 57.93
Executive Chairperson
2 Siddharth Mittal 19.70 86.39
Managing Director and CEO
Non-Executive Directors
3 Prof. Ravi Rasendra Mazumdar 6.30 9.41
4 Eric Vivek Mazumdar 5.69 8.40
Independent Directors
5 Meleveetil Damodaran 5.51 9.53
6 Bobby Kanubhai Parikh 5.39 11.79
7 Naina Lal Kidwai (3.70) 9.41
8 Rekha Mehrotra Menon* NA 8.59
9 Nicholas Robert Haggar* NA 7.84
10 Peter Bains* NA 2.88
Key Managerial Personnel
13 Indranil Sen* NA 19.75
Chief Financial Officer
14 Mayank Verma 12.22 8.17
Company Secretary
*Notes:
(i) Rekha Mehrotra Menon and Nicholas Robert Haggar were in office only for part of the year (appointed w.e.f. July 26, 2023 and September 01, 2023,
respectively) and hence the percentage of increase of remuneration in their case is not comparable with that of the previous year.
(ii) Peter Bains was in office only for part of the year (resigned w.e.f. September 18, 2023) and hence the percentage of increase of remuneration in his case is
not comparable with that of the previous year.
(iii) Indranil Sen, Chief Financial Officer of the Company resigned with effect from close of business hours of March 14, 2024.
Notes:
• The remuneration paid to Non-Executive Directors (including Independent Directors) includes commission and sitting fees and is based on the position
they occupied in various committees and meetings attended by them during Financial Year 2023-24.
• The remuneration does not include perquisite value on account of stock options exercised during the year.
• The remuneration to the Executive Director and Key Managerial Personnel does not include provisions made for gratuity and compensated absences,
as they are obtained on an actuarial basis for the Company as a whole.
I Percentage increase / (decrease) in median remuneration of employees The median remuneration of employees increased from C6,31,764 as at
in the financial year March 31, 2023 to C6,63,394 as at March 31, 2024, representing an increase
of 5.01%.
II Number of permanent employees on the rolls of the Company There were 3,681 permanent employees as on March 31, 2024.
III Average percentile increase in salaries of employees other than managerial The average increase in employee remuneration other than managerial
personnel in the last financial year and its comparison with the percentile personnel was 10%. The increase in managerial remuneration is in line
increase in managerial remuneration and justification thereof and with the measures to attract and retain the best talent. The Company
point out if there are any exceptional circumstances for increase in the also uses a mix of fixed, variable and ESOP/ RSU based compensation
managerial remuneration on a mid-to-long-term basis to align middle and senior management
compensation to enhance shareholder values.
It is hereby affirmed that the remuneration paid for the Financial Year 2023-24 was as per the Company’s Policy on Director’s Appointment and Remuneration.
For and on behalf of the Board
Sd/-
Kiran Mazumdar-Shaw
Place: Bengaluru Executive Chairperson
Date: May 16, 2024 DIN: 00347229
Sl. Name of Director Designation Category Number of meetings of Number of meetings of CSR
No. CSR & ESG Committee & ESG Committee attended
held during the year during the year
1. Naina Lal Kidwai Chairperson Independent Director 4 4
2. Prof. Ravi Rasendra Mazumdar Member Non-Executive Director 4 4
3. Siddharth Mittal Member Executive Director 4 4
4. Eric Vivek Mazumdar Member Non-Executive Director 4 4
5. Rekha Mehrotra Menon* Member Independent Director 3 2
6. Nicholas Robert Haggar* Member Independent Director 2 2
7. Dr. Vijay Kumar Kuchroo * Member Independent Director 1 -
*During the financial year under review, there were changes as mentioned below in the constitution of the Committee:
• Rekha Mehrotra Menon was inducted as a Member of the Committee w.e.f. July 26, 2023.
• Nicholas Robert Haggar was inducted as a Member of the Committee w.e.f. September 01, 2023.
• Dr. Vijay Kumar Kuchroo, Member completed his second and final term as an Independent Director w.e.f. the close of business hours on July 26,
2023 and consequently ceased to be the Member of the Committee from the same date.
3. Provide the web-link where Composition of CSR & ESG Committee, CSR Policy and CSR projects approved by the
Board are disclosed on the website of the Company.
i. The CSR policy: https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
iii. The projects as approved by the Board shall be disclosed on the website at https://www.biocon.com/investor-relations/corporate-governance/
governance-documents-policies/.
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in
pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if
applicable.
Not Applicable.
5. (Cin million)
(a) Average net profit of the company as per section 135(5) 1,858.3
(b) Two percent of average net profit of the company as per section 135(5) 37.2
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. -
(d) Amount required to be set off for the financial year, if any -
(e) Total CSR obligation for the financial year [(b)+(c)-(d)] 37.2
6. (Cin million)
(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) 48.4
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable Nil
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] 48.4
(e) CSR amount spent or unspent for the Financial Year:
(Cin million)
Total Amount Spent Amount Unspent
for the Financial Year
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as
Account as per sub-section (6) of section 135 per second proviso to sub-section (5) of section 135
Amount Date of transfer Name of the Fund Amount Date of transfer
48.4 - - - - -
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
Not Applicable
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent
in the Financial Year:
No
If Yes, enter the number of Capital assets created/ acquired: Not Applicable
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
Sl. Short particulars of the Pin code of the Date of Amount of Details of entity/ Authority/ beneficiary of the
No. property or asset(s) property or creation CSR amount registered owner
[including complete address asset(s) spent
and location of the property]
(1) (2) (3) (4) (5) (6)
CSR Registration Name Registered
Number, if applicable Address
- - - - - - - -
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-
section (5) of Section 135.
Not Applicable
Sd/- Sd/-
Naina Lal Kidwai Siddharth Mittal
Place: Bengaluru Chairperson – CSR & ESG Committee Managing Director and CEO
Date: May 16, 2024 DIN: 00017806 DIN: 03230757
The summary of Key Codes & Policies that have been adopted are as follows:-
Sl. No. Name of the Code and Policy Salient Features Web Link
1 Code of Conduct and Ethics The code provides the framework for promoting https://www.biocon.com/docs/Code-of-conduct.
ethical conduct in the Company and is a practical pdf
guide to ethical behavior for all our employees and
Board members.
The code was last revised and adopted on October 21,
2021.
2 Related Party Transactions (RPT) The policy provides a framework to govern https://www.biocon.com/docs/Policy-on-Related-
Policy transactions between the Company and its related Party-Transactions-20230523.pdf
parties based on the applicable laws and regulations.
The policy was last revised and adopted on May 23,
2023.
3 Whistle Blower & Integrity Policy The objective of the Policy is to: (a) Enable a person https://www.biocon.com/docs/Biocon-Whistle-
(Vigil Mechanism) who observes an unethical practice to approach Blower-and-Integrity-Policy.pdf
the Integrity Committee or Audit Committee.
(b) Govern reporting and investigation of allegations
of suspected unethical activities. (c) Enable Directors
and employees to report genuine concerns or
grievance.
The policy was last revised and adopted on May 23,
2023.
4 Corporate Social Responsibility The policy is formulated to meet the CSR objectives https://www.biocon.com/docs/CSR-Charte-&-
(CSR) and Environmental, Social & set by the Company as well as the applicable statutory Policy.pdf
Governance Policy requirements notified by the Ministry of Corporate
Affairs through the Companies Act, 2013. This policy
also aims to establish boundaries for acceptable
behaviour and guidelines for best practices in CSR &
ESG related initiatives as applicable.
The policy was last revised and adopted on May 16,
2024.
5 Board Diversity Policy The basic essence of the Policy is to provide a https://www.biocon.com/docs/Board_Diversity_
framework for leveraging on the differences within Policy_2024.pdf
the expertise of the Board, offering a broad range of
perspectives that are directly relevant to the business.
The policy was last revised and adopted on May 16,
2024.
6 Policy for determining Material The policy is largely framed in accordance with https://www.biocon.com/docs/Policy-on-Material-
Subsidiaries the requirement of Regulation 16 of SEBI Listing Subsidiaries-2023.pdf
Regulations, 2015, intended to deal with material
subsidiaries and to ensure governance framework for
material subsidiaries of the Company.
The policy was last revised and adopted on May 23,
2023.
7 Policy for Determination of The policy is primarily intended to specify the criteria https://www.biocon.com/docs/Biocon_Policy-for-
Materiality for Disclosures based on which the event or information would be determining-materiality-for-disclosures.pdf
considered as material for disclosure to the stock
exchanges.
The policy was last revised and adopted effective from
March 15, 2024.
Sl. No. Name of the Code and Policy Salient Features Web Link
8 Dividend Distribution Policy The policy establishes the principles to ascertain https://www.biocon.com/docs/Biocon_
amounts that can be distributed to equity shareholders Dividend%20Distribution%20Policy_2020.pdf
as dividend by the Company as well as enable the
Company to strike balance between payout and
retained earnings, in order to address future needs of
the Company.
The policy was last reviewed and adopted by the
Board on May 23, 2023.
9 Code of Conduct for Prevention of The code provides the framework for dealing with https://www.biocon.com/docs/Biocon-Insider-
Insider Trading and Code of Practices securities of the Company in accordance with the SEBI Trading-Code_Nov2023.pdf
and Procedures for Fair Disclosure (Prohibition of Insider Trading) Regulations, 2015.
of UPSI
Further, the “Code for Corporate Disclosure Practices
for Prevention of Insider Trading” has been adopted
to ensure timely and adequate disclosure of Price
Sensitive Information with special reference to
analysts, institutional investors, etc.
This code was last revised and adopted on November
10, 2023.
10 Preservation of Documents & The policy is intended to establish guidelines for the https://www.biocon.com/docs/Policy_for_
Archival Policy creation, classification, maintenance, preservation Preservation_and_Archival_of_Documents-
and orderly disposition of any documents. 20231110.pdf
This policy was last revised and adopted on November
10, 2023.
11 Familiarisation Policy This policy aims to provide insights into the company https://www.biocon.com/docs/Familiarisation%20
to enable the Independent Directors to understand Policy_%202020.pdf
the business in depth and contribute to the strategy
and overseeing of the company.
The policy was last reviewed and adopted by the
Board on May 23, 2023.
12 Policy on Appointment and This policy provides an underlying basis and guide for https://www.biocon.com/docs/
Remuneration of Directors, KMPs and human resource management thereby aligning plans Policy-on-Director’s-appointment-and-
other employees for strategic growth of the Company. remuneration_20230523.pdf
The policy was last revised and adopted on May 23,
2023.
13 Risk Management Policy The policy aims at formalizing a process to deal with -
the most relevant risks on existing management
practices, knowledge and structures.
The policy was last revised and adopted on November
10, 2023.
14 Biodiversity and No Deforestation This policy is guided by best practices as well as https://www.biocon.com/docs/Biodiversity-Policy-
Policy principles included within India’s National Biodiversity Document-Aug-2023.pdf
Action Plan (NBAP), 2008, Biological Diversity Act
(India), 2002, United Nations Educational, Scientific
and Cultural Organization (UNESCO) Biodiversity
Initiative, International Union for Conservation of
Nature Environmental & Social Management System
(IUCN ESMS) standard and the United Nations
Sustainable Development Goals (UNSDGs).
The policy was adopted on August 10, 2023.
15 Anti-Bribery & Anti-Corruption The policy aims to ensure that adequate guidelines https://www.biocon.com/docs/Biocon-ABAC-
(ABAC) Policy are in place to prevent any incident relating to bribery, Policy.pdf
corruption, and any forms thereof within or in relation
to Biocon and set out the Company’s responsibilities,
and of those working for or with the Company in
observing and upholding the Company’s position on
bribery and corruption matters.
The policy was adopted on August 10, 2023.
A report by the International Monetary Fund (IMF)1 indicates that global global economic recovery. Continued economic troubles in China’s property
economic growth is projected at 3.2% in 2024 and 2025. The global eco- sector and premature fiscal tightening could further restrict growth in the
nomic revival has proven to be more robust than previously expected with global economy.
the 2024 growth forecast being 0.3% higher than that given in October
2023 World Economic Outlook (WEO) on account of higher-than-expected As inflation declines toward target levels across geographical regions, the
economic growth across the United States and other major global markets. central banks need to deliver a careful balancing act and adjust interest rates
Higher government and personal spending supported consumption in an in-line with different inflation drivers. Overall, there is a need for a nuanced
improving labor market scenario, while normalization of supply chains con- approach to navigating the current economic challenges. It requires
tributed to the improved momentum witnessed in the second half of 2023. coordinated efforts by central banks, governments, and international
However, the revised growth number is still below the historical average of organizations to achieve long term growth through price stability, fiscal
3.8% with low productivity linked growth, continuing high interest rates to sustainability, and productivity improvement. Simultaneously, global issues
rein in inflation in most markets, tighter liquidity conditions and the pro- like climate change and technological advancements would also need to
gressive withdrawal of fiscal support by global central banks. be tackled across these regions.
In the backdrop of the above-mentioned growth expectations, inflation Global Medicine Market
remained stubborn, albeit falling in most regions. The drivers of declining As per the IQVIA Global Use of Medicines 2024 report, the global use and
inflation differ by country but generally reflects the still-tight monetary spending on medicines is exceeding pre-pandemic growth rates and is
policies, the positive impact of a fall in global prices for food, fuel, and expected to grow to ~USD 2.3 trillion by 2028, at a compounded annual
other commodities, with the normalization of supply chains and gradual growth rate (CAGR) between 5% and 8%. The markets continue to exhibit
relaxation of the tight labor market conditions. regional variations, with faster growth rates in emerging markets, i.e., in
The global headline inflation is projected to decline steadily from 6.8% in Latin America and Asia, given growing populations and improved access
2023 to 5.9% in 2024 and further to 4.5% in 2025. Inflation is expected to to healthcare. The larger and more established markets like North America,
fall faster in the advanced economies as compared to the emerging and Western Europe and Japan are expected to grow slowly due to multiple
developing economies. factors including greater scrutiny on medicine prices, the impact of generics
and biosimilars following loss of exclusivity (LOE), and the introduction of
innovative but high-cost treatments targeting smaller patient populations.
Growth Projections*
4.3 4.2 4.2 Global Medicine Market Size and Growth 2014–2028
3.2 3.2 3.2
1.6 1.7 1.8
25%
Forecast
2000
Economies Developing Economies 15%
1500
10%
2023 2024 2025 1000
500 5%
Source: World Economic Outlook, April 2024.
0 0%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
With the fall in inflation and steady growth projections, the risk of a severe
Global Spending in USD Billion % Growth constant USD
economic downturn, or ’hard landing’ has receded. On the upside, a faster
fall in inflation could lead to the start of the interest rate reduction cycle by Source: IQVIA Market Prognosis, Sep 2023; IQVIA Institute, Dec 2023.
major global central banks. The adoption of a less restrictive fiscal policy
should boost economic activity and promote growth; however, it carries
The global biopharmaceutical market is set for substantial growth and
long-term risks. Stronger structural reforms, which are fundamental changes
expected to surge by over USD 600 billion within the next five years. The
to improve economic policies could bolster productivity with positive cross-
United States is expected to lead the charge and is projected to grow from
border spillovers.
USD 711 billion in 2023 to USD 1.01 trillion by 2028. This growth will be
On the downside, commodity price hikes resulting from supply side risks propelled by the uptake of current and new branded medicines, offset by
linked to geopolitical events like the Middle East conflict, the Red Sea supply impact losses from exclusivity (LOE), with discounts and rebates expected
chain disruptions, and the continuing Ukraine – Russia conflict could hurt to be augmented by the provisions of the U.S. Inflation Reduction Act
---------------------------
1
World Economic Outlook, April 2024: Steady but Slow: Resilience amid Divergence (imf.org)
* Real GDP growth %
(IRA). Europe follows as the second-largest market, anticipated to reach rapid uptake in both diabetes and obesity, predominantly in the U.S. and
USD 296 billion in 2028 from USD 226 billion in 2023, with new brands and other developed markets, concurring with their approvals. Global obesity
generics, including biosimilars, driving growth amid LOE impact. Japan, the spending has accelerated in the past two years with novel GLP-1 agonists
third largest, with over USD 73 billion in 2023, is expected to maintain a gaining wider acceptance and adoption. The adoption is expected to
consistent growth rate between -2% to 1%, as robust brand growth is offset accelerate as insurers and governments support wider reimbursement,
by annual price cuts and ongoing shifts to generics. Meanwhile, China’s fast- reshaping obesity treatment and the health outcomes of millions,
paced market is expected to grow at ~4% CAGR, and to reach USD 197 worldwide. New therapies to treat Alzheimer’s and anxiety/depression are
billion by 2028 from USD 163 billion in 2023, underscoring the dynamism expected to drive growth in neurology and mental health spending.
in pharmaceutical markets. This trend reflects a robust recovery from past
disruptions, highlighting the influence of both new and existing medicines The outlook for next generation biotherapeutics includes cell and gene
across developed and emerging markets. therapies, which are expected to grow from the current USD 10 billion
spending in 2023 to USD 33 billion by 2028.
A key growth area for the industry in the forthcoming five years is the
biotech segment, especially cell and gene therapies, alongside a maturing Research and Development (R&D)
biosimilar segment. The Biotech segment is projected to account for 39%
of global spending and is anticipated to surpass USD 890 billion by 2028. The growth of the global biopharma market is predicated on the continued
However, growth rates are expected to decelerate between 9.5–12.5% due progress made in the R&D of new and innovative drugs and technologies.
to the influence of biosimilars. Specialty medicines, particularly those to treat 2023 saw a recovery in R&D spend as a percentage of sales, after seeing a
chronic, complex, and rare diseases, will represent 43% of global spending steep decline during the peak of the pandemic.
in 2028 and more than 55% of total spending in leading developed markets. Large Pharma R&D Spending as a Percentage of Sales 2014-2023, USD
Top 20 Therapy Areas in 2028 in Terms of Global Spending with Billion
Forecast 5-year CAGR, Const. USD Billion 180
23.4%
5-Year CAGR 2024-28 160
2028 Spending Constant USD
140 19.3% 18.8%
Oncology 14-17% 20.4%
Immunology 2-5% 120 19.6% 19.3%
Diabetes 3-6% 100 17.2% 17.5% 18.2% 18.7%
Cardiovascular 2-5% 80
CNS 6-9%
Respiratory 60
3-6%
Mental Health 9-12% 40
Infectious disease 3-6% 20
Obesity 24-27% 0
GU Sexual health 3-6% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
GI Products
3-6%
Pain R&D Spending R&D Spending as a % of Sales
4-7%
HIV antivirals
2-5% Source: IQVIA Market Prognosis, Sep 2023; IQVIA Institute, Dec 2023.
Opthamology
4-7%
Musculoskeletal
Dermatology
4-7% In the recent past, we have seen the pace of spending and dealmaking
4-7% reduce within the biotech sector given a challenging funding environment.
Vaccines ex Flu and COVID
7-10%
Blood Coagulation While the number of deals has been falling, high profile and high value
2-5%
Lipid regulators
4-7%
deals indicate robust interest from investors and innovators in the next
Cough, Cold incl flu vaccines and antivirals
4-7% generation of therapies - for instance in metabolic conditions like Obesity;
COVID-19 Vaccines and therapeutics
2028 Spending -17% to -14% CAR-T cell therapies and antibody-drug conjugates (ADCs) in oncology.
The total number of distinct drugs in development grew from 3,200 in 2012
Source: IQVIA Forecast Link, IQVIA Institute, Dec 2023 Global Use of Medicines 2024: to 6,100 in 2022, with an extremely diverse pipeline, dominated by various
Outlook to 2028. forms of cell and gene therapy. Notwithstanding this, R&D productivity
From a therapy area perspective, oncology and immunology are expected remains low and clinical trial timelines have increased. From 2012 to 2022,
to continue to be the two leading areas forecasted to grow at a CAGR inflation-adjusted industry R&D spending increased 44%, from about
between 14–17% and 2–5%, respectively, through 2028. 100 new oncology USD 170 billion to USD 247 billion. However, the count of U.S. novel drug
treatments are expected to be introduced over next five years, contributing approvals remained stagnant, averaging 43 per year, meaning the failure
to an increase in spending by USD 224 billion to a total exceeding USD 440 adjusted cost to develop a single novel asset is now estimated to be as high
billion in 2028 with limited new losses of exclusivity. Treatments for auto- as USD 2.8 billion.
immune disorders are forecast to reach USD 192 billion globally by 2028,
driven by steadily increasing numbers of treated patients and new products Currently, biopharma R&D stands at an inflection point, with the limiting
in some new immune disorders, offset by introduction of biosimilars to factor for innovation being the speed at which clinical trials can be
leading products such as Adalimumab and Ustekinumab. Biosimilars completed, because of a shortage of study participants and clinical site
of these drugs will play a pivotal role in shaping the market dynamics professionals such as principal investigators (PIs), site coordinators and
by offering more cost-effective treatment options, thus influencing the nurses. The lengthy process of discrete and fixed phases in randomized
overall sales trajectory of treatments for autoimmune disorders. Diabetes controlled trials (RCTs) has changed little in recent decades and was
spending growth is slowing to low single digits in most developed markets designed principally for testing mass-market drugs, as illustrated below.
and declining in some, especially net of rebates. GLP-1 agonists have seen
The Traditional Approach to Clinical Development is a Lengthy Process with only 10% Success Rate
conditions especially in areas of oncology, immunology, and diabetes.
Biosimilars, near-replicas of these expensive biologics, offer a more
affordable option to patients and healthcare systems. Most biological
Research & Clinical
Manufacturing
& Supply
Launch &
Post Market
Surveillance & medicines in current clinical use contain active substances made of
Discovery Development Commercial
Chain Patent Support
proteins which differ in size and structural complexity, from simple
proteins like insulin or growth hormones to complex molecules like
enzymes and monoclonal antibodies. While stricter regulations as
compared to traditional generics initially limited biosimilar penetration,
EARLY
PHASE1 PHASE 1 PHASE 2 PHASE 3 PHASE 4 especially in large markets like the U.S., the market has now evolved
and is seeing a surge of biosimilars with 50 products approved and 39
products launched as of April 2024.
–
---------------------------
2
Deloitte: 2023 Global Life-Sciences Outlook (https://www.deloitte.com/content/dam/assets-shared/legacy/docs/perspectives/2023/gx-life-sciences-outlook-2023-r-d-report.pdf )
Digital Innovation is Redefining Boundaries in Biopharma3 This personalized approach holds immense potential to improve health
outcomes through early disease detection and intervention, potentially
The convergence of science and technology is bringing forth a step change reducing overall healthcare costs. Gene therapy and CAR-T cell therapy
in the speed of innovation that further enables New Science. Robust exemplify the power of precision medicine in delivering potentially curative
computing power, advanced techniques like generative AI capable of treatments.
creating entirely new data sets and uses of big data analytics to optimize
the existing data are creating new opportunities. Experiments are moving However, challenges remain. Data privacy concerns necessitate robust
from wet labs to computers allowing experimentation that is impossible frameworks, while significant investments are needed in technology, infra-
in a physical setting. This in turn helps drive new, sustainable growth amid structure and workforce training. Additionally, the current focus on specialty
competition to generate new insights and faster treatment outcomes. care for the sick leads to high R&D costs and limited accessibility, potentially
Investments in AI-powered drug discovery reflects its immense potential. exacerbating health disparities.
Biopharmaceutical companies are exploring new age platforms like Global Ensuring equitable access to precision health for everyone, regardless
of background or socioeconomic status, is crucial to avoid aggravating
Lighthouse Network which integrate sensors, machines, and data analytics
existing health disparities. Overall, precision health offers a promising future
through Industrial Internet of Things (IIoT) and/or digital twin which is a
for healthcare, but overcoming these challenges is essential to ensure its
virtual replica of a physical object, process, or system, and can be used to
responsible and equitable implementation.
simulate production scenarios and help us generate real-time information
for intelligent decision-making. Peptides: The Next Frontier in Drug Discovery (with GLP-1s Leading
the Charge)
Rapidly evolving intelligent technology and scientific innovation needs col-
laboration between AI experts, pharmaceutical companies and regulators Peptides are short chains of amino acids that hold promise for treating
to address challenges like model interpretability and seamless integration various conditions, driving their potential in areas like oncology, neurology,
with existing processes. and metabolic disorders.
By focusing on practical applications and fostering a collaborative envi- The peptide therapeutic market is poised for substantial growth. A key
ronment, the industry can unlock the true potential of digital innovation, driver of this growth are GLP-1 therapies. Though initially developed to treat
ultimately accelerating the development of life-saving treatments and rev- diabetes, in recent years they are being used effectively to treat obesity,
olutionizing healthcare. improving overall wellbeing and helping reduce obesity-related co-
morbidities. As per research reports, the global branded formulation sales
Flexible and Agile Manufacturing4 of GLP-1 drugs was valued at ~USD 34 billion in 2023. These are expected
As speed and efficiency in R&D become key focus areas for companies in to report a robust CAGR of 23% to reach ~USD 100 billion by 2028, with
drug development, innovation and improvement in manufacturing pro- Semaglutide, Tirzepatide and Liraglutide being the key contributors.
cesses have been equally important in helping companies become quick-
Researchers are also exploring potential applications for these drugs
er and more efficient in production and launch of new products into the
for cardiovascular, non-alcoholic fatty liver disease (NAFLD), polycystic
market.
ovary syndrome (PCOS) and other diseases. While peptides are generally
More flexible and agile manufacturing processes allow for faster production injectable drugs, alternate formulations enabling less frequent dosing and
of smaller batches, especially for personalized medicines and for rapid oral delivery are being developed, which should enable better patient
response to market demands. compliance and aid overall market growth.
Furthermore, the adoption of collaborative robots, or cobots, designed to Antibody-Drug Conjugates (ADCs) Emerge as a Transformative Trend
work alongside humans, to perform repetitive or hazardous tasks, is on the in Oncology6
rise. Additive manufacturing, commonly known as 3D printing, enables the
on-demand creation of complex parts. This eliminates the need for large Antibody-drug conjugates (ADCs) are intricate structures, comprising three
production runs and reduces inventory storage requirements. key components: an antibody, for specific tumor cell recognition, a potent
cytotoxic drug, and a linker for controlled payload delivery, delivering a pre-
Pharmaceutical companies are transforming their operations and embracing cise attack on cancer cells. ADCs have a complex manufacturing structure
technologies. They are leveraging real-time data and artificial intelligence and hence, design optimization is crucial to maximize effectiveness and
(AI) to optimize production processes, embracing smart manufacturing, minimize side effects, thereby emphasizing its superiority over standalone
enhance efficiency and meet evolving customer needs. or combined small molecule oncology and large molecule antibody treat-
Shifting Consumer Behavior and Market Dynamics5 ments. Their complex design makes them expensive and time-consuming
to develop, while having limited effectiveness in some tumor types.
Patients are increasingly seeking treatments tailored to their specific needs
and conditions. This has led to a growing demand for Precision Medicine ADC development with high-entry barriers owing to the complex manu-
which tailors’ treatments to individual patients based on their unique facturing process and requirement of sophisticated chemistry know-how,
genetic makeup and other factors. This rise, fueled by advancements in represents an attractive opportunity for biopharma companies.
genomics and multiomics#, is transforming healthcare by offering patients
targeted treatments based on their unique genetic makeup.
---------------------------
3
Accenture: Biopharma Technology Trends 2023 (https://www.accenture.com/us-en/insights/life-sciences/biopharma-technology- trends-2023)
4
(a) https://www.mckinsey.com/capabilities/operations/our-insights/the-continuing-evolution-of-the-global-lighthouse-network
(b) https://www.mckinsey.com/capabilities/operations/our-insights/adopting-ai-at-speed-and-scale-the-4ir-push-to-stay-competitive
(c) Agile Can Work Wonders in Pharma (bcg.com)
5
https://www.pwc.com/gx/en/issues/transformation/insights/transforming-precision-health.html
#
Multiomics - Is the study of a complete set of biological molecules in an organism. Examples include genomics (genes), transcriptomics (RNA molecules), proteomics (proteins),
and metabolomics (metabolites).
6
https://www.evaluate.com/thought-leadership/antibody-drug-conjugates-report/ and IQVIA
It is rapidly becoming a big opportunity to chase in oncology, with signifi- the publication of regular progress reports. Moreover, comprehensive risk
cant investments made by major players. Notably, in 2023, USD 100 billion management frameworks mitigate environmental, social, and financial risks
was in invested in ADC-focused M&A and partnership activity, led by Pfizer associated with drug development and manufacturing.
who acquired Seagen for USD 43 billion, while AbbVie invested over USD 10
billion for ADC pioneer Immunogen, and Merck partnered with Daiichi San- Finally, upholding ethical sourcing principles throughout our supply chain
kyo for a share of three of its ADCs for USD 26 billion. The ADC market op- fosters trust with stakeholders.
portunity is expected to reach USD 30 billion by 2028, fueled by successful By embracing these emerging ESG trends, the biopharmaceutical industry
drugs and a promising pipeline - over 150 clinical-stage programs, including positions itself for long-term success. The increased ESG focus not only cul-
~40 in Phase 2 and a dozen in Phase 3 development. tivates strong relationships with investors and patients, but also contributes
Women Health Equity to a more sustainable future for the biopharmaceutical industry.
Despite living longer, women tend to spend more than 25% of their lives in Business Review
poor health. The biopharmaceutical industry needs to address this problem FY24 Highlights:
and ensure that women have equitable access to healthcare. This can
boost the global economy by at least USD 1 trillion annually by 20407. • For FY24, Biocon Revenue from operations stood at `147,557 mil-
lion, recording a year-on-year growth of 32%, led by Biosimilars and
As per the World Economic Forum, the way forward is to identify specific Research Services segments, growing 58% and 9%, respectively. The
health needs and disparities faced by women through historical data Generics segment grew 1% as compared to FY23.
analysis, that will guide the development of targeted drugs and therapies • Biocon Biologics, Biocon’s biosimilar arm, completed the operational
accordingly. Additionally, ensuring adequate participation of women in integration of the acquired global biosimilar business from Viatris in
clinical trials is critical to assess the safety and efficacy of new treatments in 120+ countries, one year ahead of schedule, to become a globally
the female population. Investing in R&D to address unmet medical needs scaled and vertically integrated lab-to-market biosimilar enterprise
specific to women is critical, while one needs to be vigilant against gender committed to serving millions of patients across the globe.
bias in AI algorithms being currently used for research and development.
• Biocon Limited’s step-down, wholly owned subsidiary, Biocon
By addressing these points, the biopharmaceutical industry can ensure Generics Inc., acquired an Oral solid dosage manufacturing facility,
women have access to the healthcare they deserve, not only improving located in Cranbury, New Jersey, for USD 7.7 million.
their lives but potentially boosting the global economy. • Syngene, Biocon’s Research Services’ arm, acquired a biologics
Importance of Environment, Social and Governance (ESG) Practices manufacturing facility (Unit 3) from Stelis Biopharma Limited for
Continues to Evolve and Grow8 `6,170 million. The acquisition adds 20,000 litres of installed biologics
drug substance manufacturing capacity for Syngene and includes a
In addition to financial performance, the adoption and implementation commercial scale, high speed, fill-finish unit, an essential capability for
of environmental, social and governance (ESG) practices are increasingly drug product manufacturing.
becoming vital to a company’s long-term success. Various stakeholders,
including governments bodies, customers, investors, and employees, are Other FY24 updates:
actively engaging in discussions about climate change, social equity, access • Biocon has always strived to be a more equitable, inclusive and gender
to affordable and safe medicines, and ethical behavior. balanced organization. During FY24, we continued to develop and
implement several policies and programs to facilitate these efforts. We
The biopharmaceutical industry is working on reduction in its carbon
implemented talent development programs that allow employees to
footprint by reducing emissions, optimizing manufacturing energy effi-
build worthwhile careers for themselves, while contributing towards
ciency, and exploring renewable energy sources. Additionally, technologi- the organization’s objectives and goals.
cal advancements have paved the way for the use of green chemistry, or
sustainable chemistry - an area that focuses on designing products and Our efforts were recognized through several awards and recognitions
processes that minimize the use and generation of hazardous substances as during the year:
part of the manufacturing and packing processes. • In 2023, U.S. Science Magazine ranked Biocon (including Biocon
Moreover, the integration of digital technologies like AI and data analytics Biologics) #8 on the “Global top employer list” in the global biotech
are beginning to play a pivotal role in enhancing sustainability. AI, for in- and biopharma sector. This marks the 11th consecutive year we have
stance, can model and optimize processes for energy efficiency, while data been featured on this list.
analytics can identify areas of waste or inefficiency for target interventions. • Biocon Biologics has been recognized among the ‘100 Best Companies
for Women’ and ‘Top 100 Exemplars of Inclusion’ in India for the sixth
The social pillar of ESG emphasizes the impact on people and communities.
time in a row by Avtar & Seramount.
Ensuring access to essential medicines is a top priority and companies are
achieving it via innovative pricing models and patient assistance programs, • Biocon Biologics was recognized by the ‘Life at Work Awards’ as one of
fostering health equity for all. Additionally, prioritizing diversity and inclusion the Top 3 companies for Sustainability and Diversity, Equity & Inclusion
in clinical trials is recognized as instrumental in developing treatments that (DEI) in Malaysia.
cater effectively to diverse patient demographics.
At Biocon, we have integrated ESG into our strategy, operating model,
The governance dimensions highlight the importance of establishing and culture as we strive to build a resilient future fit institution. Through
robust frameworks for accountability and transparency. The company can our business priorities of patient centricity, focus on science, access for all,
demonstrate its commitment to ESG by setting clear, measurable goals with
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7
https://www3.weforum.org/docs/WEF_Closing_the_Women%E2%80%99s_Health_Gap_2024.pdf
8
(a) https://noahchemicals.com/blog/the-future-of-chemical-manufacturing-advancements-in-technology-and-innovation/
(b) https://www.mckinsey.com/industries/life-sciences/our-insights/accelerating-the-transition-to-net-zero-in-life-sciences
quality first, sustainable growth and people power, we are working towards Biocon operates four distinct business segments:
creating long term value for all our stakeholders. Biocon’s efforts on this
front are reflected in the scores from leading global sustainability indexes a. Generics
and awards received: b. Novel Biologics
• Biocon (including Biocon Biologics) ESG Score improved in the S&P c. Biosimilars (Under Biocon Biologics Limited)
Corporate Sustainability Assessment from 52 to 63 and was named d. Research Services (Under Syngene International Limited)
among global sustainability leaders for the third consecutive year in
the Dow Jones Sustainability Emerging Markets Index. We were also Generics
included in S&P Global Sustainability Yearbook 2024. Our Generics Business comprises a growing portfolio of Active
• In the 2023 Carbon Disclosure Project (CDP) reports, Biocon received Pharmaceutical Ingredients (APIs) as well as finished dosages. The API
an “A” rating for “supplier engagement”, improved its rating to “B” from business started in the late 1990s with a fermentation based, cholesterol–
“C” for “climate change” and received a “C” for “water security”. lowering statin API called Lovastatin. Shortly after, in 2001, Biocon became
the first Indian company to be approved by the United States Food and
• Biocon ESG Score was 70 for the year 2023 and was awarded a Silver Drug Administration (U.S. FDA) to manufacture the API. In 2013, we forayed
medal by EcoVadis for its sustainability accomplishments. into the generic formulation space with a strategy to forward integrate our
in-house APIs. This allowed us to move up the value chain while ensuring
• Biocon received the Golden Peacock Award in recognition of its
reliability of supplies to our customers and patients.
outstanding initiatives in the field of ESG at the 2023 Annual London
Global Convention on Corporate Governance & Sustainability, held in In India, the business has five API manufacturing facilities across Bengaluru,
London, UK. Hyderabad and Visakhapatnam, and an oral solid dosage (OSD) formulation
facility in Bengaluru that has capabilities to manufacture both non-potent
• Biocon received the Forbes Marshall Energy Savings Champion Award
and potent tablets and capsules. To strengthen our foothold in the U.S.,
2023 - for efforts on energy conservation (biomass boiler, steam
during the year, we acquired an oral solid dosage manufacturing facility in
turbine, and heat pump).
the United States, located in Cranbury, New Jersey. We are also building a
These global recognitions reflects our relentless efforts and unwavering new injectable facility in Bengaluru that will cater to the long-term sterile
commitment to integrate ESG principles through our business operations fill and finish and device assembly requirements of our Generics’ business.
and highlights our robust governance structure, overseen by our ESG and In addition to our in-house formulation manufacturing, we continue to
CSR Board Committees that prioritizes transparency and accountability. We leverage Contract Manufacturing Organizations (CMOs) capacities for
are committed to combating climate change by continued efforts to in- formulations, as required.
crease the share of renewable power in our total power consumption, thus
Our Strategic Priorities
reducing our carbon footprint. Furthermore, we have begun deploying
applied green chemistry principles, optimizing resource utilization through The growth of the Generics’ business has been led in a coherent, planned
digitalization, enforcing stringent waste management techniques for a manner by identifying strategic priorities that define our goals and guide
cleaner environment, embracing sustainable fuels, and are conducting life- our actions. In FY20, we had outlined eight such strategic priorities, name-
cycle assessments of our manufactured and under development products, ly, Product Pipeline, Cost Competitiveness, Manufacturing Expansion,
to promote a circular economy. Strengthen Quality, Base Business, Talent Development, Regional Ex-
pansion and Digital Initiatives. Focusing on these enabled us to acceler-
Beyond environmental efforts, we actively engage in numerous Corporate
ate our progress over the last few years and have played a pivotal role in
Social Responsibility (CSR) initiatives such as eLAJ Smart Clinics and
shaping where we are today.
Educational Healthcare Camps through Biocon Foundation, the CSR
arm of the Company. To promote Sustainable Urban Mobility Solutions, In FY23, we recalibrated and redefined our strategic priorities. These eight
we funded the construction of the Hebbagodi Metro Station in Bengaluru. priorities encompass the entire business lifecycle with the objective of
We also introduced an Employee Volunteering Program Policy to support bringing our products to market at the right time and right cost. These in-
various CSR initiatives of Biocon Foundation by which employees are given clude Development Excellence, Operational Excellence, Quality Excel-
a paid day off to volunteer for an initiative of their interest. This is aligned lence, Commercial Excellence, Cost Leadership, Innovation Focus, Tal-
with our holistic approach of giving back to society, especially benefitting ent Development, Digital Initiatives. The first four priorities are focused
the communities in which we operate. on execution excellence. Priorities five to eight complement, support and
enable the first four.
Guided by these priorities, there is a sustained focus on growing our This global shift towards generics has had a positive impact on the Indian API
product pipeline, with a clear priority on innovation and vertical integration. industry. Expiring patents and rising healthcare costs globally are pushing
We continue to add capacities and niche capabilities in areas such as patients and institutions towards cost-effective options. With established
peptides, high potent drugs, and injectables. On-going efforts towards production infrastructure, demonstrated technical capabilities and large-
building strategic partnerships, to de-risk our supply chain and leveraging scale capacities, the Indian API market is flourishing and estimated at
digital transformation initiatives should further aid in accomplishing our key ~USD 14 billion in 2024 and projected to reach USD 19 billion by 202811,
strategic goals in the future. driven by factors such as government initiatives like the “Production Linked
Incentive (PLI)” scheme and supportive policies like “Make in India.” India’s
Active Pharmaceutical Ingredients (API)
cost advantage, strong domestic demand fueled by a growing population
Global API Market: and rising healthcare awareness, and export potential further contributes
to market growth. Emerging trends such as a focus on biologics and the
The global Active Pharmaceutical Ingredients (APIs) market is poised branded segment are shaping the landscape.
for significant growth, with an estimated size of USD 206 billion in 2024,
projected to reach USD 286 billion by 20289, reflecting a robust CAGR of Our Generic API Business:
6.7% during the forecast period.
Biocon’s API business comprises a balanced pipeline of 50+ products cov-
This expansion is forecast to be driven by various factors, including the rising ering therapeutic areas like Cardiovascular, Anti-Diabetics, Weight Man-
demand for pharmaceuticals due to increasing prevalence of infectious, agement, Immunosuppressants, Oncology, Neurology and a few specialty
genetic, cardiovascular, and other chronic disorders, alongside a focus on and niche molecules. We leverage our strengths in R&D and manufacturing
affordability and technological advancements. Upcoming patent expiries of technology platforms, especially fermentation, to develop complex and
key drugs should help drive volumes for APIs. differentiated APIs. We are one of the largest manufacturers of statin and
immunosuppressant APIs in the world. While our longstanding strengths
The global small molecule API market size is projected to grow from USD lie in fermentation technology, large-scale chromatography, and synthetic
155 billion in 2023 to USD 216 billion by 2028 at a CAGR of 6.8%10. chemistry, we have worked continuously to expand our capabilities further.
Within therapeutic areas, the oncology segment is anticipated to witness This includes building a broad portfolio encompassing high potent APIs
notable growth, attributed to the escalating incidence of cancer and its (HPAPIs) and peptides especially GLPs, targeting diabetes and obesity.
risk factors, coupled with continued investment in R&D for newer drug We reach ~750 global customers in 100+ countries including U.S., Europe,
discoveries. North America is expected to retain a substantial market share, and large emerging markets. We have had an excellent track record of
with 38% as of 2022, followed closely by other regions. Companies focusing regulatory compliance with leading global agencies, including the U.S. FDA,
on complex generics and specialty chemicals are poised to be key players, EMA, TGA Australia, Health Canada, ANVISA Brazil and Cofepris Mexico.
emphasizing these areas for growth.
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https://www.mordorintelligence.com/industry-reports/global-active-pharmaceutical-ingredients-api-market
10
https://www.fortunebusinessinsights.com/small-molecule-api-market-107457
11
https://www.mordorintelligence.com/industry-reports/india-active-pharmaceutical-ingredients-market
facility located in Cranbury, New Jersey will help strengthen our foothold resentation in our workforce. We actively engage with women Bioconites
in the North American market and strategically enhance and complement through various platforms like focus group discussions, leadership connec-
Biocon’s existing manufacturing capabilities. It also enables us to supply tions, and one-on-one sessions, ensuring their voices are heard and valued.
the U.S. government procurement channels. The facility’s employees have Our dedication towards equity and inclusion was showcased in our inau-
transitioned to Biocon and the process of qualifying the site for our products gural celebration of International Men’s Day. Initiatives like A & B shift ena-
has been initiated. blement for women on the shop floor allow them the flexibility to work in
multiple shifts. Workshops on gender balance, parental support, and health
During the year, at Visakhapatnam, we successfully completed validation and wellness reflect our holistic approach to fostering an inclusive culture.
activities at our greenfield immunosuppressant manufacturing facility. We Furthermore, our National Apprenticeship Program Scheme (NAPS) ensures
also received a Certificate of Suitability (CEP) from EDQM, the European reg- a diverse pool of skilled resources, supporting talent development across
ulator. The facility is expected to be inspected and subsequently qualified entry-level roles. New policies such as Employee Volunteering and Paternity
for commercial supplies by other major regulators in the next fiscal. These Leave underscore our commitment to employee well-being and social re-
new approvals, as they are received, will help address the growing demand sponsibility, contributing to a positive work environment.
for immunosuppressants across global markets. At another site in Visakhap-
atnam, we are expanding our synthetic API facility dedicated to potent on- Ensuring Supply Chain Continuity and Minimizing Environmental Footprint:
cology APIs. At Biocon, we prioritize supply continuity and to achieve this we are actively
working to de-risk our supply chain. This has been especially critical for key
Our peptide API facility in Bengaluru successfully completed process vali- APIs, and we are working towards this achieve this through alternate vendor
dation activities for one peptide molecule while development and valida- development in India and elsewhere either via technology transfer, or long-
tion batches are under progress for others. We also broke ground on a new term arrangements or both. On the drug-product side, along with having
injectable facility and are further expanding our non-immunosuppressant in-house capacity and capability, we are working with CMOs to de-risk our
fermentation and peptide capacities. In Hyderabad, qualification of our new supply chain across geographies. Acquisition of the oral solid dosage facility
and upgraded non-oncology-synthetic API facility has started with process in the U.S. is a step further in ensuring continuity of supply to customers in
validation for products having been initiated. that geography.
These new and upgraded capacities and capabilities will help us deliver In line with our sustainability roadmap, we have implemented measures
upon our strategic long-term business plans. towards auditing our top suppliers on ESG aspects. ESG awareness sessions
Key Operational and Digital Initiatives: In FY24, manufacturing excellence and were conducted for 35 suppliers across the globe, either in-person or via
digital transformation continued to be in focus. Process validation activities virtual sessions. During the year, we introduced the use of electric vehicles
have been carried out across sites and we have worked continuously to ex- (EVs) for inter unit transfer of materials for Bengaluru sites. This step aligns
pand capabilities, optimize cost, improve efficiency, and enhance sustain- with our efforts and roadmap to reduce GHG emissions as part of our Scope
ability. By embracing digital transformation, we have made significant ad- 3 value chain.
vancements in automation and digitization. We have successfully launched Furthermore, in FY24, ~91% of the electricity requirements at Bengaluru
the R&D workbench and implemented paperless preventive maintenance sites were met via renewable power sources like wind and solar. We have
at multiple sites, launched ‘Bio Path Zero’, a digitized portal for Environment also implemented the utilization of green fuel, specifically biomass bri-
Health and Safety initiatives, and introduced an online dashboard for mon- quettes, for boiler operations at one site in Bengaluru. This initiative not only
itoring all utilities at one place in Bengaluru, which is a testament to our reduces our reliance on traditional fossil fuels like coal or natural gas, but
adoption of new technology as well as our commitment to be environmen- also minimizes our carbon footprint, aligning with our GHG emission re-
tally friendly. Throughout the year, we progressively rolled out the Salesforce duction goals.
module, HR workforce planning tool, Artwork management tool, Regulatory
Information Management System and Business case automation workflows. Ensuring Continued Compliance Through Quality Management: At Biocon,
These initiatives, along with the launch of the GxP inventory tracking solu- excellence is our benchmark, and our commitment to quality and compli-
tions, will be essential in supporting our continued growth. ance enables us to achieve this across all functions. Our manufacturing sites
have undergone several regulatory inspections during FY24 as part of new
Focus on Talent Development and Building an Inclusive Work Culture: Biocon product approval, and/or verification of compliance. The successful out-
remains committed to holistic talent development for all Bioconites. Our come of these inspections is a testimony to Biocon’s strong quality systems.
continued focus on leadership capability building through our flagship
programs like BioAspire, BioLeap, and BioEdge, nurtures strategic, team In May 23, U.S. FDA conducted a GMP and pre-approval inspection of our
building and collaboration skills across levels. Additionally, initiatives such as Oral Solid Dosage facility in Bengaluru and a pre-approval inspection of the
the Managerial Effectiveness Program and Cross-Functional Collaboration Hyderabad API facility, with successful outcomes. The inspections have been
Workshop empower managers and teams to excel in their roles. In our closed with the Company receiving Establishment Inspection Report (EIR)
effort to foster creativity and drive a culture of innovative problem-solving, for both. In October 2023, after TGA, Australia conducted a GMP inspection
Biocon conducted its inaugural Hackathon this year. Through these and of the Visakhapatnam API facility (Site 5) without any critical observations
many more such initiatives, we aim to cultivate a high-performance work and subsequently awarded the site a GMP certificate. Additionally, the
culture with highly enabled, empowered, and accountable Bioconites. This same facility secured a GMP compliance certificate from ANVISA, Brazil.
was clearly reflected in our Employee Satisfaction (ESAT) survey for FY24, Cofepris, Mexico inspected the Hyderabad facility in October 2023 and
which boasted a remarkable 91% overall satisfaction score, along with granted it a GMP certification.
other positive feedback, with 91% participation from the Generics business
workforce. In January 2024, we established a Central analytical laboratory for API in
Bengaluru. Establishment of this new central laboratory should help in ex-
Diversity, Equity, Inclusion, and Belonging (DEIB) continue to be a focal point pediting Analytical method validations for new product launches, thereby
for our organization. In our Generics business, achieving a gender diversity aiding business growth.
percentage of 17.6% emphasizes our dedication to enhancing female rep-
Generics – FY24 Financial Performance: Biocon incubated Bicara Therapeutics, is a clinical-stage biotechnology
company developing first-in-class meaningful therapies for cancer patients.
During FY24, our generic formulations business saw a sustained perfor- The dual-action antibodies being developed combine the precision of
mance, supported by a gradually improving environment in the U.S. Growth well-validated, tumor-targeting antibodies with the power of tumor-mi-
was driven by higher volumes of base business products as well as new croenvironment (TME) modulators for synergistic, durable impact at the
product launches in the U.S. and MoW markets. However, pricing pressure, site of the tumor. In line with its vision to develop meaningful therapies for
increased market inventory levels and regulatory challenges at the custom- cancer patients, Bicara continues to make progress on its lead molecule,
ers’ end impacted offtake in the API business, resulting in a subdued perfor- BCA101, a first-in-class EGFR / TGF-β trap bifunctional antibody that both
mance during the year. inhibits EGFR and disables TGF-β directly at the site of the tumor. With this
Overall, the Generics business contributed 19% to consolidated group approach, Bicara hopes to achieve superior anti-tumor efficacy with an
revenues, with revenues at ₹27,985 million in FY24 as compared to ₹27,644 improved therapeutic window. A first-in-human, Phase 1/1b study in EG-
million in FY23, reflecting a growth of 1%. FR-driven tumors was activated in July 2020 at leading institutions in the
U.S. and Canada.
Generics – FY25 Outlook:
Novel Biologics – FY24 Highlights:
In FY25, we expect business performance to be primarily driven by
continued traction in the generic formulations business. Growth in base Our partner, Equillium’s strategic focus on clinical execution in the past year
business volumes, new product launches, regional expansion in MoW has positioned the company for significant milestones in FY25. The company
markets and commissioning of in-house manufacturing capacities for has made notable progress in advancing Itolizumab through various clinical
commercial use are expected to be the growth levers. Although the studies. A key achievement during 2023 was the completion of the Phase
pricing environment in the U.S. has shown stability during FY24, challenges 1b EQUALISE study of Itolizumab in patients with LN, with presentation of
remain with supply shortages across products. Customers are seeking the positive data made at the American Society of Nephrology (ASN) and
partners who can be reliable suppliers to them. Biocon is well positioned the American College of Rheumatology (ACR) annual meetings. The topline
to navigate this environment by leveraging its portfolio, vertical integration, data has also been provided to Ono Pharmaceutical Co., Ltd., representing
and its quality and compliance track record. Continuous efforts towards the first of two data set triggers leading to their decision as to whether to
attaining cost competitiveness and leadership by proactive implementing exercise their option to acquire itolizumab.
cost improvement plans (CIPs) and operational improvements plans (OIPs) Furthermore, Equillium expects to announce the results of the interim
to mitigate the impact of future cost pressures and optimize operational review by the data monitoring committee of the Phase 3 EQUATOR study of
efficiency should ensure long term business continuity across the generic Itolizumab in patients with aGVHD in the third quarter of CY24. This would
business. represent the final data deliverable to trigger Ono’s option exercise period.
Ono’s decision is expected in the second half of 2024.
Novel Biologics
The strategic partnership with Ono Pharmaceutical Co., Ltd., is particularly
Our Novel biologics business is focused to address unmet patients’ needs
significant given Ono’s reputable track record of bringing important mole-
with a key focus on oncology and immunology. The lead molecule,
cules to market via partnerships. Equillium’s collaboration with Ono not only
Itolizumab, is a clinical stage first-in-class immune-modifying monoclonal
validates the potential of Itolizumab but also provides access to resources
antibody that targets the CD6-ALCAM signaling pathway. It is Biocon’s
and expertise that can accelerate its development and commercialization
second global ‘lab to market’ novel biologic after Nimotuzumab. In 2017, we
efforts.
licensed the rights to develop and commercialize Itolizumab to U.S.-based
biotechnology company, Equillium Inc. for the U.S., Canada, Australia, and During FY24, Bicara presented positive interim data from its ongoing, open-
New Zealand. Itolizumab is currently being developed for indications such label Phase 1/1b dose expansion study of BCA101, at the European Society
as acute graft-versus-host disease (aGVHD), systemic lupus erythematosus for Medical Oncology (ESMO) Congress evoking strong investigator interest.
(SLE) / lupus nephritis (LN), and ulcerative colitis. Equillium has received U.S.
FDA Fast Track & Orphan Drug designations for Itolizumab for the prevention Backed by the encouraging, clinically meaningful interim results of the
and treatment of patients with aGVHD and Fast Track designation for LN. Phase 1/1b dose expansion study of BCA101, Bicara successfully closed a
USD 165 million Series C financing in December 2023. The financing was
Biocon has also received Orphan Drug designation from the EMA for co-led by Braidwell LP and TPG, with participation from other new and
treatment of graft-versus-host disease as well as positive opinion from the existing leading healthcare investors. With this latest close, Bicara has to
agency for pediatric investigation for the treatment of aGVHD. The drug date cumulatively raised USD 355 million. The proceeds from the financing
was granted ‘Restricted Emergency Use’ approval in 2020 in India for the should accelerate clinical studies of BCA101 for multiple cancer types.
treatment of Cytokine Release Syndrome in ‘Moderate to Severe’ acute
respiratory distress syndrome (ARDS) patients and was repurposed for the The dilution resulting from the fund raise has resulted in Biocon’s sharehold-
prevention and treatment of COVID-19 complications. ing being reduced to 14% and the loss of significant influence over Bicara.
Hence it will no longer be an ‘associate company’ of the Biocon Group.
Monotherapy cSCC
BCA101 EGFR/ TGF-β
Combination with Pembrolizumab HNSCC, SCAC, Sq NSCLC
Biosimilars (Biocon Biologics Limited) Biosimilars are a relatively new but rapidly growing and high value segment
Biocon Biologics Limited (BBL) is a unique, fully integrated global biosimilars of the global pharmaceutical industry. Given the increase in incidence of
player with a demonstrated track record of success across the value chain several non-communicable diseases like Diabetes and Cancer, improved
from R&D through to manufacturing and commercialization. BBL is a sub- diagnosis, a proven track record of safety and efficacy, and prescriber
sidiary of Biocon Limited. BBL is the largest contributor to the Company’s familiarity and confidence, biosimilar adoption in most major markets
revenues and continues to be the fastest-growing business segment within increased to ~80% or more.
the Biocon group. Presently, over 50 biosimilars have been approved in the U.S. spanning 16
The early 2000s marked our entry into biosimilars when we became the molecules while 90 biosimilars, spanning over 20 molecules, have been
first company worldwide to develop and commercialize bHuman Insulin approved in Europe.
in 2004 using a proprietary Pichia pastoris platform. We subsequently went Exhibit 1: Biosimilar Adoption in USA and Europe
on to developing monoclonal antibodies (mAbs) and therapeutic proteins
targeting cancer and autoimmune diseases using mammalian cell culture-
based expression systems. As an early entrant in the biosimilars business, we
have invested more than USD 1 billion to date to build world-class R&D and
global-scale manufacturing capabilities.
FY24 was a transformative year for Biocon Biologics. The business deliv-
ered a strong performance, crossing the USD 1 billion revenue threshold
while maintaining business continuity and integrating a highly complex,
geographically diverse enterprise across 120+ countries one year ahead of
schedule.
The acquisition of Viatris’ global biosimilars business brought complemen-
tary capabilities including a direct presence and related infrastructure in
several key markets including the U.S., Europe, and key Emerging Markets.
With robust demand for our products and several new launches planned,
we expect to maintain in the short term and then accelerate the growth
momentum over the medium term as we leverage our end-to-end
capabilities to unlock value for all stakeholders.
Exhibit 2: Global Biosimilars Market Size Companies are pursuing varying strategies to ‘win’ in the context of
increased competition, price erosion and an evolving regulatory landscape.
Global Biosimilars Market Size (USD Billion) However, Biocon Biologics’ operating model of end-to-end to capabilities,
56 industry leading portfolio with focus on biosimilars and an early entry into
this space presents it with a unique, competitive edge.
+15% p.a. 12
Pricing Trends:
15
An increase in pricing pressure is being seen across geographies as
+7% p.a. 21 competition intensifies. The rate and extent of price erosion varies
19 19 considerably based on market archetype and product.
2 3 4
24 6x For example, in the Medical Benefit segment in the U.S., we see a lower initial
11 11 12
discount of ~5-10% at launch but a steady increase to ~50% erosion within
5 5 5 the first 2-3 years. This continues to be a significant factor even several years
2021 2022 2023 2030 after launch. With an increasing number of players in high-value molecules,
RoW Europe USA this trend is likely to persist.
In Europe, France for instance, which is largely a retail market, we are seeing
Note: Revenue only from Biosimilars I Methodology – Originator sales based on a discount of approximately ~60% over a period of 3-5 years but from a
LOE x 80% biosimilar adoption x 65% price erosion significantly lower pricing base as compared to the U.S. When it comes to
Source: Evaluate Pharma, McKinsey analysis Emerging Markets, we are seeing an increase in discounting to similar levels
Competitive Landscape: as seen in Europe, especially in Tender Markets which largely operate as
‘winner takes all’.
The biosimilars landscape has been evolving rapidly and players today
Exhibit 4: Price Erosion Trends – Illustrative Examples
can be classified into 4 broad cohorts – Originators, Generics, Biosimilars
focused, and Development focused or niche companies.
Medical Benefit in the US: Biosimilars Average Selling Price
Some originators are de-prioritizing biosimilars and we are seeing several
large generics and niche players entering the space through partnerships, 100%
Biosimilar Price Index >>
-30
Generics Companies -40 -38
-50
-60 -59
- 62
-70
Doubling down on biosimilars -80
Yr0 Yr1 Yr2 Yr3 Yr4 Yr5
Advanced Markets – Japan, Australia, and New Zealand (JANZ) Partnership with Eris Lifesciences – India
In JANZ markets, we successfully transitioned the business and have In November 2023, we divested our non-core Nephrology and Dermatology
integrated partners across the region, laying the groundwork for future branded formulations business units in India to Eris Lifesciences. Building on
market opportunities and continued growth. this relationship, we also entered into a long-term commercial collaboration
with Eris to expand patient access to our portfolio of Metabolics, Oncology,
Emerging Markets and Critical Care products in India for a total transaction value of ₹12,420
On the Emerging Markets front, we have set up direct commercial million, effective April 1, 2024. This represents an accretive multiple of 3.4x
infrastructure in several large markets such as Brazil and Philippines, of revenues and 18x of EBITDA. As part of the collaboration, a 10-year supply
allowing us to get closer to patients and customers, thereby allowing us to agreement was signed with Eris.
maximize the value from our existing and pipeline products. These collaborations are in-line with Biocon Biologics’ strategy to unlock
During the year we expanded our geographic footprint significantly and value from its legacy business of branded formulations built over the past
had 18 new launches and 31 approvals across LATAM, AFMET and APAC two decades and deliver high-quality, lifesaving biosimilars to millions of
regions including the direct launch of bBevacizumab in Brazil. patients in India.
Our Insulins franchise remains strong, and we have captured dominant Biocon Biologics: Portfolio and Regulatory Milestones
market shares in several key countries such as Mexico and Malaysia. We have
also seen a consistent increase in market share for our mAbs portfolio on the During the year we achieved several key regulatory milestones while our
back of several key tender and customer wins across geographies. pipeline, which will be a key future growth driver, continued to progress well.
Exhibit 8: Market Shares by Volume for Commercialized Products in Key bUstekinumab: The U.S. FDA has accepted our Biologics License Application
Markets, FY24 (BLA) for bUstekinumab for review under the 351(k) pathway. We have also
signed a settlement and license agreement with Janssen Biotech Inc., and
Emerging Markets Johnson & Johnson, clearing the way to commercialize the product in in
the U.S. no later than February 22, 2025, subject to U.S. FDA approval. This
Region Country Product Market Share
positions us to be amongst the first wave of entrants in the U.S.
Brazil Trastuzumab 43%
The product has also been filed in several other key geographies. Once
LATAM Rh-Insulin 95% approved, this will expand our Immunology portfolio and complement our
Mexico bAdalimumab and bEtanercept products.
Insulin Glargine 95%
Insulin Glargine 80% bAflibercept: We received approval from several key regulators including
the U.S. FDA, MHRA, UK and European Medicines Agency (EMA) and
Malaysia Rh-Insulin 38% provisional approval from Health Canada. It is important to note that our
APAC Trastuzumab 34% product was first to be approved for interchangeability in the U.S. and hence
qualifies for exclusivity.
Philippines Trastuzumab 61%
We are currently in litigation with the originator in the U.S. but have signed
Indonesia Trastuzumab 57% a settlement agreement with Bayer Inc. and Regeneron Pharmaceuticals,
Bevacizumab 90% Inc., paving the way for the introduction of Yesafili®, our bAflibercept, into
the Canadian market in July 2025. Once launched, bAflibercept will mark
South Africa Trastuzumab 88%
our entry into the ophthalmology segment thereby expanding our patient
Pegfilgrastim 75% reach.
AFMET Morocco Trastuzumab 60% bDenosumab: We are on-track to submit regulatory filings before the end
Bevacizumab 50% of CY24.
Saudi Arabia
Pegfilgrastim 50% bPertuzumab: Global Phase III clinical trials for bPertuzumab have been
initiated.
Egypt Trastuzumab 50%
Other Products: All pipeline Products have progressed as planned.
Source: IQVIA + Partner and distributor sales report.
Our mAbs Drug Substance (B3) manufacturing facility in Bengaluru has been Biocon Biologics crossed the USD 1 billion revenue mark with revenues
approved by the EMA and other regulatory agencies for global supplies from operations at `88,242 million, representing a strong 58% year-on-year
of bTrastuzumab and bBevacizumab. This is the largest facility in India for growth driven by the acquisition and robust growth in the core business.
manufacturing mAbs and will allow us to meet the significant increase in
The business delivered `21,896 million in EBITDA representing a healthy
demand we are seeing for these products.
margin of 25%. We also continued to invest in our pipeline to drive future
We have made considerable progress on the Phase II expansion of our Ma- growth with R&D at 10% of revenue for the fiscal year. These results highlight
laysia facility for Insulins and Insulin Analogs which will double our capacity Biocon Biologics’ strong growth trajectory and we will continue to focus on
for both Drug Substance and Drug Product and will become one of the delivering profitable, sustainable growth.
largest facilities of its kind in the world. The expanded facility will play a key
Reducing our acquisition debt remains a key priority and we are evaluating
role in servicing the increased demand we are seeing for our Insulins port-
a range of options. In FY24 we were able to pay down USD 250 million in
folio globally, especially in-light of several players prioritizing GLP-1 receptor
acquisition debt.
agonists.
Biosimilars - FY25 Outlook:
We continue to build a distributed, global supply chain and an external
manufacturing network to both expand our capacity multifold as well as In summary, FY24 saw Biocon Biologics cross the USD 1 billion revenue
de-risk site-specific dependencies. threshold and emerge as a unique, fully integrated, leading global biosim-
ilars player.
During the year the U.S. FDA issued a Complete Response Letter (CRL) for our
bBevacizumab filing citing the need to complete a pre-approval inspection Looking ahead, we remain focused on leveraging our vertically integrated
of our India facility. The CRL did not identify any outstanding scientific issues. model to accelerate growth for existing products while simultaneously
expanding our geographical footprint and preparing for new product
We also received a CRL for our bAspart filing from our Malaysia site. The
launches. These launches will be key catalysts in the short to medium term
CRL did not identify any outstanding scientific issues but cited the need
to drive sustainable and profitable growth.
for the completion of a pre-approval inspection. We have completed the
implementation of all Corrective and Preventive Actions (CAPA) as per Research Services (Syngene International Ltd.)
committed timelines and have provided the U.S. FDA with a comprehensive
Syngene International Ltd. (‘Syngene’) is a contract research, development,
update.
and manufacturing services company that provides an integrated range
As the next step, we are awaiting Agency’s inspection of both sites, which of scientific services from the earliest stages of discovery research to
will pave the way for approval of our bAspart from Malaysia and our commercial manufacturing. This breadth of capabilities makes Syngene a
bBevacizumab from India. It is important to note that the same facilities are one-stop solution provider for the global pharmaceutical, biotechnology,
already cGMP certified by other leading global regulators including EMA nutrition, animal health, consumer goods, and specialty chemical sectors.
and Health Canada. With more than 5,600 skilled scientists, advanced technological capabilities,
and in-depth scientific expertise, Syngene is a trusted partner to more than
EMA has renewed the Certificates of GMP Compliance of our fully integrated 400 biopharmaceutical and pharmaceutical firms located mainly in the U.S.,
manufacturing facilities in Bengaluru and Malaysia. Europe, and the UK.
Till date, our facilities have received 80+ cGMP approvals from over 25 agen- Operating out of campuses in Bengaluru, Mangaluru and Hyderabad,
cies, including the U.S. Food and Drug Administration and the European Syngene provides end-to-end services within the Contract Research Organ-
Medicines Agency. ization (CRO) where it operates at the leading edge of science and technol-
These approvals reflect Biocon Biologics’ compliance with the highest ogy. It also offers a wide range of services within the Contract Development
international regulatory standards and unlock significant additional capacity and Manufacturing Organization (CDMO), including commercial scale man-
to cater to the needs of patients as well as our pipeline products. ufacturing for large and small molecules. It has flexible collaboration types
ranging from contracts based on numbers of scientists (FTEs), fee for service,
productivity-based and risk-reward models, as well as dedicated research
facilities.
Contract Research Organization (CRO) programs continued to evolve. The capabilities of Syn.AI™ were expanded
CRO Market: to enable it to identify the most effective drug targets for combating disease
by enhancing its target identification and validation packages. In addition,
Contract Research Organization (CROs) provides discovery research services
in line with Syngene’s commitment to innovation, the tool was applied to
to pharmaceutical, biotechnology, medical device, and other industries. The
projects beyond life sciences for applications in the energy and cosmetic
contract research industry has experienced rapid growth over the past dec-
sectors. Planning for future growth, the Company acquired 17 acres of land
ade with the pharmaceutical industry continuing to invest heavily in R&D,
in Genome Valley, Hyderabad, close to the current research campus.
in order to develop innovative therapies that address unmet medical needs.
In the Dedicated Centers, the Company will continue to focus on meeting
The global CRO market is expected to grow at a CAGR of 13% from USD 25
the needs of its long-term strategic partners through investment in new
billion in 2023 to USD 46 billion in 202813. The growth of the CRO market is
capabilities and the continuous improvement in services.
driven by factors such as increasing R&D activities in the pharmaceutical
and biotechnology industries, rising demand for outsourced activities, and Contract Development and Manufacturing Organization
a growing trend towards strategic partnerships and collaborations. (CDMO)
FY24 was a challenging year for the research services industry as a whole as CDMO Market:
Biotech funding challenges in the U.S. impacted client spend for research CDMO’s specialize in the development, scale-up and manufacturing of drug
services. However, biotech funding has shown an uptick in the January- products both for clinical trials and commercial distribution. CDMO’s offer
March 2024 period with funding levels being the highest in the last 14 a range of services that include drug development, process development,
quarters and at similar levels to those in 2020/21. There is a time lag for the analytical testing, formulation development, scale-up, manufacturing,
funding to be translated into demand so an uptick in research services is packaging, and distribution. These services can be provided on a stand-
expected in the second half of FY25. alone basis or as part of a complete end-to-end service offering.
The pandemic and recent geopolitical events highlight the risks associat- The global CDMO (Small molecule + Large molecule) market was valued at
ed with relying on a single supply route. As a result, many companies are ~USD 82 billion in 2023 and expected to grow at a CAGR of 15% to reach a
looking to build resilience in their supply chains by expanding and diversi- market size of USD 165 billion by 202813. Like CROs, the growth in CDMOs is
fying their suppliers to mitigate the risks. In addition, the geopolitical shifts due to the increased outsourcing trend in the market currently.
are encouraging companies to consider outsourcing to countries like In-
A small molecule CDMO offers services which cover clinical to commercial
dia. Considering these demand drivers for the CRO industry, we believe the
scale development and manufacturing services of small molecules. The
long-term fundamentals of the industry are positive.
global small molecule CDMO market was ~USD 56 billion in the year 2023
Our CRO Business: and is expected to grow at a CAGR of 15% to reach a market size of ~USD 112
billion by 202813. The expansion in the global small molecule drug discovery
Our CRO business comprises Discovery Services and Dedicated R&D Centers. industry is a result of factors such as the increase in chronic diseases,
Discovery services span the entire spectrum of early-stage research from increase in healthcare expenditure and upcoming patent expirations. Over
target identification to delivery of drug candidates for further development the past few years, small molecule drugs have largely been leaders among
across small and large molecules. Syngene’s flexible approach provides the various drug types.
its clients with a choice of individual functional services or integrated Services offered by a large molecule CDMOs can be divided into two areas:
drug discovery solutions. Functional services include chemistry, biology, drug product (DP) development, which includes filling the drug substance
safety assessment and toxicology, and computational and data sciences. into the primary container, and drug substance (DS) development, which
Integrated Drug Discovery services - Synvent encompasses the functional includes the development of master and working cell banks, manufacturing
domains with a program management approach across various stages of process development and scale-up. The large molecule market size is
the drug discovery process. currently estimated at USD 26 billion and is forecasted to grow at a CAGR
Dedicated Centers are built on long term strategic partnerships, offering of 15% to reach the market size of USD 53 billion by the year 202813. Even
dedicated multi-disciplinary scientific teams, support personnel, and a though the current market size of large molecules is approximately half
tailormade ring-fenced infrastructure to support the clients R&D goals. of small molecules, the growth rate is higher. This can be attributed to a
Currently, Syngene operates dedicated R&D centers for three clients: Bristol- higher number of large molecule drug approvals, a rise in demand for novel
Myers Squibb, Baxter Inc., and Amgen Inc. These collaborations have shown therapeutics and increased capital investments by pharma companies,
steady growth and expansion in scope of engagement over the duration of most notably in oncology. To accelerate the growth and launch of novel
the partnership. therapeutics, emerging biopharma companies are partnering with CDMO’s
to leverage their expertise in development, manufacturing, and navigating
The demand for CRO services was impacted in FY24 due to the slowdown the path to market.
in biotech funding and other macro factors. The Company is well positioned
to navigate these challenges with continued focus on driving functional Our CDMO Business:
services and integrated drug discovery solutions. These are supported by Our CDMO business offers Development services, including a range of
investments in capabilities, technologies, and platform, according to the preclinical drug substances and drug product development services for
needs of clients. The Company continued to invest in its fully integrated both small and large molecules. Our clinical development services are
therapeutic discovery and development for small molecules and biologics, across Phase I, II & III trials. Manufacturing services completes the integrated
SynVent, covering a range of therapeutic areas including oncology, gene platform offering to our customers. In addition to the small molecule
therapy, central nervous system (CNS) and pain management for use in commercial manufacturing facility in Mangaluru, the Company offers
human and animal health. The Company’s artificial intelligence-driven biologics manufacturing in Bengaluru, with the capacity to run multi-
--------------------------------
13
Goldman Sachs Research Report, April 2024
product production campaigns simultaneously, based on a single-use As demand picks up in the year ahead, we will continue to strategically
technology platform. invest in areas that strengthens our position as a leading integrated provider
of research, development, and manufacturing services.
The Company’s strategy for Development Services is to leverage existing
capabilities as an integrated Chemistry, Manufacturing, and Controls (CMC)
solutions provider. In Manufacturing Services, the Company aims to capitalize
Financial Performance - An Overview
on strong demand for biologics across clinical and commercial supplies by Consolidated Statement of Profit and Loss
driving an integrated approach for development and manufacturing to The following table highlights key components of the statement of Profit
provide a one stop-shop capability. For the small molecule commercial and Loss for the fiscal years ended March 31, 2024 (FY24) and March 31,
scale manufacturing, our Mangaluru facility received FDA approval which 2023 (FY23).
marks an important regulatory milestone for the facility . All Figures in ₹ million
Research Services (Syngene) - FY24 Highlights: Particulars FY24 FY23 Change
Acquisition of Biologics Manufacturing Facility from Stelis Pharma: We acquired Total income 156,212 115,501 35%
a multi-modal biologics manufacturing facility from Stelis Biopharma Ltd for Expenses
a gross value of `6,170 million. Once operational, 20,000 liters of biologics
drug substance capacity will be added to Syngene’s existing manufacturing Cost of materials consumed 48,979 36,631 34%
capacity. It also includes a commercial scale, high speed, fill-finish unit, Employee benefit expense 21,370 20,041 7%
which is an essential capability for drug product manufacturing. The facility Finance costs 9,744 4,190 133%
is expected to be operational in the second half of FY25.
Depreciation and amortisation expense 15,688 11,131 41%
Continued Investments in Capability and Capacity Building: During the year, Research and development expenses,
we commissioned a state of the art, digitally enabled Quality Control 11,540 11,194 3%
net of recovery partners
Laboratory to support growing biologics operations. We also added a
non-GMP capability center to meet market demand for agile, cost-efficient Other expenses (including overheads
32,681 18,759 74%
early phase development and scale-up services. In Discovery Services, from Viatris’ biosimilar business)
operations in the Company’s Hyderabad campus continued to grow with Total expenses 140,002 101,946 37%
the commissioning of the centralized compound management facility, Share of profit / (loss) of joint venture and
which will serve as a central storage facility for all compounds synthesized (842) (1,670)
associate (net)
by Syngene.
Profit before tax and exceptional item 15,368 11,885 29%
To add to our capacity, we acquired land in Hyderabad to add future Exceptional items, net (116) (2,914)
capacity in the research services business.
Profit before tax 15,252 8,971 70%
Another important area of focus was our supply chain where we took steps
Tax expense 2,308 1,763 31%
to increase supply resilience. We increased the number of suppliers we have
outside of China, added more suppliers in India and introduced initiatives to Tax on exceptional item (34) (293) (88%)
improve our supplier ecosystem. Tax expense on adoption of new tax re-
- 1,071 (100%)
gime – exceptional
Research Services (Syngene) - FY24 Financial Performance:
Profit for the year 12,978 6,430 102%
Syngene generated operating revenues of `34,886 million, contributing
Non-controlling interest 2,761 2,241 23%
to 23% of Biocon’s overall revenues and reflecting a growth of 9% over
FY23, underpinned by strong performance in the development and Non-controlling interest on exceptional
(8) (438) (98%)
manufacturing services business. Dedicated centers delivered at sustained item
pace while performance in discovery services impacted due to slowdown Profit attributable to shareholders of
10,225 4,627 121%
in biotech funding. the Company
Other comprehensive income attributa-
FY24 was driven by strong performance in CDMO business driven by 2,688 1,138 136%
ble to shareholders
commercial contract with Zoetis for production of Librela. The contribution
to total Syngene Revenue from Research Services was at approx. 60% for the Total comprehensive income attribut-
12,913 5,765 124%
year compared to 65% in the previous year. able to shareholders of the Company
The consolidated financial performance of Syngene for FY24 is available in Viatris’ Biosimilars Business Integration
its Annual Report. On November 29, 2022, Biocon Biologics Limited (BBL) acquired control through
Research Services (Syngene) – FY25 Outlook: two new subsidiaries over the Viatris’ biosimilar business. BBL had made an
upfront payment of USD 2 billion and issued USD 1 billion of convertible
FY24 was a challenging year for the research services industry as biotech securities to Viatris Inc. The balance amounts of USD 0.3 billion is payable on
funding challenges impacted client spending on research projects. We are future dates as per the terms of the agreement. Consequently, full revenues
encouraged by the recent step up in new funding into U.S. biotech and and profits post-acquisition are reflected in the results for the current year and
expect this to drive a recovery in demand for research services translating incremental revenues and profits post-acquisition are reflected in the results for
into revenue growth in the latter part of FY25. With increasing R&D spend the previous year.
and propensity to outsource, we believe that the long-term growth drivers
for the industry are intact.
Employee Benefit Expense c) Biocon Biologics Limited (BBL) obtained services of professional
experts (like advisory, legal counsel, valuation experts) for Viatris’
Employee costs comprise of the following items: biosimilars business transaction. During the year, BBL recorded `1,582
• Salaries, wages, allowances, and bonuses million, as an expense with consequential tax of ₹80 million included
• Contributions to provident fund within tax expense. Similarly, BBL recorded ₹2,374 million in the
previous year with consequential tax impact of ₹231 million included
• Contributions to gratuity
within tax expense for the period.
• Amortisation of employees’ stock compensation expenses and
d) One of the subsidiaries of BBL had received ₹18,269 million towards
• Employee welfare expenses including employee insurance.
working capital under the existing arrangements. Receivables were
These expenses increased by 7% in FY24, driven by business growth, recorded at fair value of ₹10,219 million having regard to the timing
increased headcount, and annual increments. and probability of recovery. The resulting difference of ₹8,050 million
is recorded as a gain. Consequential tax impact of ₹407 million is
Interest and Finance Charges included within tax expense.
The finance cost for FY24 increased to ₹9,744 million from ₹4,190 million
in FY23 primarily due to the increase in interest costs related to the funds
raised for Viatris’ biosimilar business acquisition.
e) One of the subsidiaries of BBL, pursuant to the uncertainty of ability to Goodwill and Intangible Assets
commercialize a product for development and commercialization in
certain territories, recorded an impairment of the carrying value of the Goodwill and intangible assets are primarily on account of the acquisition
intangible asset amounting to ₹3,854 million. of Viatris’ biosimilars business and intangibles under development in
Biosimilars.
f) One of the subsidiaries of BBL has recorded provision for inventory for a
product due to its low demand and consequentially lower probability Investment in Associates and a Joint Venture
of liquation amounting to ₹2,366 million. Consequential tax impact of In FY24, Bicara raised funds through Series C financing from third parties
₹296 million is included within tax expense. resulting in dilution of interest and resulted in loss of significant influence
g) Biocon Pharma Limited and its subsidiaries in Generics business pur- over the investee. The Group has fair valued its investment on the date of
suant to the uncertainty in commercialization of product in certain loss of significant influence and recorded a resulting gain of ₹4,254 million
territories, recorded an impairment of the carrying value of the intan- in the statement of profit and loss and disclosed under ‘Other income’.
gible asset amounting to ₹91 million. Consequential tax impact of ₹19 Inventories
million is included within tax expense.
In inventory, increase is on account of business growth and build up towards
Other Comprehensive Income
new product launches in Generics, Biosimilars and Research services.
Other comprehensive income includes re-measurement gains/losses on
Financial Assets
defined benefit plans, gains/losses on hedging instruments designated
as cash flow hedges and exchange differences on translation of foreign Financial assets primarily include Trade and other receivables, derivative
operations, gains/losses on the fair value of the investment in equity assets, and other financial assets. Increase is primarily due to business
through Fair Value through Other Comprehensive Income (FVOCI). growth from the Viatris biosimilar business acquisition.
Consolidated Balance Sheet Other Assets
The following table highlights the Consolidated Balance Sheet as on March Other assets comprise of Balance with statutory / government authorities,
31, 2024 (FY24) and March 31, 2023 (FY23) capital and other supplier advances, prepayments. Increase is on account of
All Figures in ₹ million PLI receivable and other balances with government authorities.
ASSETS Mar-24 Mar-23 Change Share Capital and Other Equity
Tangible assets 119,778 101,226 18,552
Other equity majorly comprises of securities premium, treasury shares,
Goodwill and intangible assets 266,591 266,621 (30)
retained earnings, and further reserves. The Company’s total other equity
Investment in associates and a joint increased by 11% in FY24. Increase is mainly due to earnings for the year and
- 1,378 (1,378)
venture issue of shares by Subsidiary.
Inventories 49,439 42,437 7,002
Financial assets (other than cash and 75,150 49,485 25,665 Non-Controlling Interests
bank balances) The profit attributable to minority shareholders increased due to current
Cash and bank balances – A 31,016 43,867 (12,851) year’s profit accumulation and issue of shares by Subsidiary.
Current and deferred tax 7,302 6,553 749
Borrowings
Other assets 11,431 8,861 2,570
560,707 520,428 40,279 Total Borrowings stood at ₹157,296 million (March 31, 2023: ₹177,707
million). During the year ended March 31, 2024, long-term borrowing of
Equity and Liabilities USD 250 million in the Biosimilars business has been repaid and mezzanine
Equity finance of USD 150 million in the Generics business has been settled
Share capital and other equity 197,837 178,669 19,168 through transfer of BBL shares held by BPL.
Non-controlling interests 54,911 46,219 8,692
Other Financial Liabilities
252,748 224,888 27,860
Other financial liabilities primarily comprise ₹18,018 million of gross liability
Liabilities on written put options to enable investors of our subsidiary, Biocon Biologics
Borrowings – B 157,296 177,707 (20,411) Limited, to exit over a period of time and ₹27,423 million of deferred
Financial liabilities 128,933 94,019 34,914 compensation payable for Viatris acquisition. Further, it also includes trade
6,068 616 and capital goods payables, lease, derivative liabilities, and other liabilities.
Income tax and deferred tax liabilities 6,684
Provisions and other liabilities 15,046 17,746 (2,700) Provisions and Other Non-Current Liabilities
307,959 295,540 12,419 Provisions and other non-current liabilities primarily include deferred reve-
Total 560,707 520,428 40,279 nue, deferred tax liability and provision for gratuity and compensated ab-
Net Debt C= (B-A) 126,280 133,840 (7,560) sences.
Tangible Assets
Tangible assets grew 18%, primarily due to additions in Biosimilars’ facility in
Malaysia and India, Generics’ immunosuppressant and peptides facility and
in Research services, the acquisition of land in Hyderabad and acquisition of
bio-manufacturing facility from Stelis, partly offset by depreciation during
the year.
Ensure that the Executive Leadership team can make informed busi- Reviews and assesses the effectiveness of risk management
Risk Management framework
ness decisions based on risk assessment. Committee Recommends changes to the risk management and/or
Sound business opportunities are identified and pursued without ex- associated frameworks, processes, and practices
posing the business to an unacceptable level of risk. Provides direction and ensures sustainable implementation
of the risk framework
Contribute to safeguard Company value and interest of shareholders. Executive
Reports the outcome of its periodic review of the risk
Leadership Team
management process to the Board of Directors and Risk
Improve compliance with good corporate governance guidelines and Management Committee
practices as well as laws and regulations.
Coordinates with the executive leadership team and
Our Risk Management Process: functional heads and assists in carrying out risk identification,
assessment, prioritization, and mitigation
Once a risk is identified, there are four different ways in which a risk can be Prepares consolidated risk reports and presents to executive
handled – Treat, Terminate, Transfer, Take. At Biocon, a responsive action plan leadership/Risk Management Committee.
is initiated for treating or managing the key risks identified and bringing
Directs and implements risk management initiatives
them to a tolerable level. Department/ pertaining to their team/ department
Functional Heads Performs risk assessment on a regular basis, reviews of risk
mitigation procedures etc.
An enterprise-wide risk evaluation and validation process is conducted Our integrated approach to risk management encompasses both business
regularly and reviewed by the Risk Management Committee and the Board risks and ESG-related risks. This comprehensive view acknowledges the
of Directors. The three lines of defense model lays out clear risk management interconnected nature of risks across the Company, its stakeholders. and the
responsibilities and accountabilities to ensure a company´s risk-related value chain.
objectives are achieved. In this model, the first line i.e., Departments/
Functions (risk owners, risk managers and business unit heads) are Our risk universe covers the entire gamut of risk exposure categorized
responsible for executing and implementing the risk management under Sectoral, Strategic, Information Technology, Catastrophic, ESG/
initiatives set and assigned by the second line; the second line i.e., the Risk Sustainability, Regulatory and Statutory, and Executional/ Operational risks.
Management Committee and Executive Leadership Team with the support From this risk library the key risks that matter is arrived at based on high
of Chief Risk Officer establishes the framework sets approach, provides impact on business and high likelihood of occurrence. For the key risks that
direction and monitors risk management activities. The third line i.e., the matter, mitigation strategies are developed, implemented, and assessed on
internal audit/ Governance, Risk, and Compliance (GRC) team or an external a periodic basis.
auditor, provides independent assurance that organizational practices are Risk Culture: To strengthen the risk culture across the Organization, we
aligned with the company’s risk strategy and policies, as implemented by undertake awareness programs with relevant stakeholders to educate them
the first and second lines. on the significance of risk management and encourage a culture of constant
Collaboration: With time, the practice of risk management has shifted in a feedback to drive continuous improvement in our risk management
fundamental way. In the past, risks were managed in “silos”. Over time, risk systems and processes.
management framework recognized that risks, by their nature, are highly Key Business Risks and Opportunities:
interconnected and interdependent. This evolved approach views all risks
together, within a coordinated and strategic framework, which is integrated Our established risk management framework addresses risks that are
throughout the organization cutting across functions. To formalize and inherent to the pharma business and any others that may impact our
communicate its approach to risk management, the Company has put strategic goals. The following summary indicates some of our key risks and
in place an enterprise-wide Risk Management Framework. This holistic mitigation measures drawn from management reviews and deliberations
approach provides the assurance that, to the best of its capabilities, the with the Risk Management Committee:
Company and all its business units identify, assess, and mitigate risks that
could materially impact its performance in achieving the stated objectives.
Our Chief Risk Officer works closely with all key functional heads who are
the Risk and Mitigation plan owners.
A keen eye to identify and understand Significant Emerging Risks and tion. Such an approach ensures risk management is not just a compliance
Opportunities is also placed from time to time. This enables the company exercise but a fundamental part of the company’s operational mindset.
to manage these risks and safeguard our business proactively.
Internal Controls
Currently the Generics industry faces two opposing forces that complicate
profitability and growth. While demand for generics continues to increase The Company has laid down guidelines, processes, and structures,
globally and there will be an increase in number of blockbusters and other which enable implementation of appropriate internal control systems
small molecule drugs going off-patent globally in next 5 years, buyers commensurate with the business requirements, scale of operations and
consolidation/ consortia may further add to the existing price pressure and applicable statutes. Such internal financial controls encompass policies,
limit generics manufacturers pricing power, reduce profitability and force processes and key activities or procedures adopted by the Company for
to exit markets. ensuring the orderly and efficient conduct of business, including adherence
to its policies, safeguarding of its assets, prevention and detection of frauds
Another emerging risk is data management and requirements from Digital and errors, the accuracy and completeness of accounting records and the
Personal Data Protection Act (DPDPA), which we will continue to evaluate timely preparation of reliable financial information. These include controls
based on changing dynamics of the regulation and the business. in the nature of manual or automated (IT applications including the ERP
applications wherein the transactions are approved and recorded).
Geopolitical risks include the collapse of a multilateral institution, interstate
conflicts, terrorist attacks, etc. Any occurrence of this nature has the The Company is staffed by experienced, qualified professionals who play
potential to severely disrupt our operations along with irreparable damage an important role in designing, implementing, maintaining, and monitoring
to life, access to medicines, livelihood and the ecosystem. Consistent our internal control systems. Appropriate review and self-certification
monitoring of the regional policies and statutes in different countries where mechanisms have been put in place to ensure that such control systems are
our products are marketed and sold is undertaken to ensure compliance. adequate and are operating effectively on an ongoing basis.
An early alert to such risk events and scenarios provides us the ability to plan, The Corporate Internal Audit team is an independent assurance and advisory
prepare and respond against adverse impact and based on the assessment, function, responsible for evaluating and improving the effectiveness
it will be taken either as a placeholder in our risk library or if rated high, of controls, risk management practices and governance processes. The
included in the key risks that matter for mitigation and monitoring. internal audit team helps to enhance and protect organizational value by
providing risk-based objective assurance, advice and insights. The internal
Further, advanced technologies such as Artificial Intelligence, Augmented audit team prepares annual audit plans based on risk assessment, which are
reality and Virtual reality, Genetics and genomics, wearables and sensors, approved by the Audit Committee of the Board. The Head of Internal Audit
Cloud and edge computing can be explored to expedite R&D process and presents an update on a quarterly basis to the Audit Committee.
make it cost competitive.
Periodic independent audits are carried out to provide reasonable assurance
Our way forward plan is to further embed these risk management practices of internal control effectiveness and to benchmark on industry-wide best
into the wider organization, by taking measures to educate and incentivize practices. The Audit Committee, consisting of Independent Directors,
employees at all levels of the business, thereby nurturing a strong and effec- reviews important issues raised by the auditors regularly, alongside the
tive risk culture. Creating a strong risk culture is important for integrating risk remediation actions to ensure the control environment stays strong and
processes, procedures, and employee awareness throughout the organiza- risks are mitigated appropriately on a timely basis.
I. Company’s Philosophy on Code of Governance A report on compliance with corporate governance principles as prescribed
Biocon Limited (“Biocon” or “the Company”) believes in the implementation under Regulations 17 to 27 read with Schedule V of the SEBI Listing
of good corporate practices, policies and guidelines and is committed to Regulations, as applicable, is given below.
meet the aspirations of all its stakeholders. Our aim is to foster a culture
centered around the adoption of the finest management practices and II. Board of Directors
unwavering adherence to legal requirements. At the core of our Corporate
Governance principles lie transparency, accountability, and a steadfast Governance Structure
commitment to ensure the sustainable prosperity of the Company over Governance Structure of the Company comprises the Board, as the apex
the long haul. Good governance practices stem from the dynamic culture decision making body and the Executive Leadership Team (ELT), comprising
and positive mindset of the organization. Our actions are governed by our experts from various functions with rich knowledge and experience in
values and principles, which are reinforced at all levels within the Company. the industry for providing strategic guidance and directions in running
Commitment to adopt good and effective corporate governance practices and managing the Company. The Board has the ultimate responsibility
in all spheres of working, has always been an imperative in driving the for the development of strategy, management, general affairs, direction,
Company’s decisions and activities. Abidance with such governance
performance and long-term success of business as a whole. The Board
practices has given the Company immense value addition and competitive
exercises independent judgement and plays a vital role in the oversight
advantage. Our corporate governance framework comprises of a formal
system of control and administration that helps the management take of the Company’s affairs. To sum up, the Board’s key purpose is to ensure
prudent decisions in the interest of the stakeholders, and at the same time the Company’s prosperity by collectively directing the Company’s affairs,
enables the Company to utilise its resources in a systematic and effective while meeting the appropriate interests of its shareholders and relevant
manner. We consider stakeholders as partners in our success and remain stakeholders.
committed to maximising stakeholder’s value. The Company’s day to day affairs are managed by the ELT, under the overall
supervision of the Board. The Board is committed to representing the long-
term interests of the stakeholders and in providing effective governance
over the Company’s affairs and exercising reasonable business judgement
on the affairs of the Company.
:
22% 22%
33%
56% 67% 78%
22%
Executive
Non-Executive Non-Independent Women Promoter
Independent Men Non-Promoter
During the year under review, Dr. Vijay Kumar Kuchroo completed his The Company has 2 (two) Executive Directors and 2 (two) Non- Executive
second term as a Member of the Board and consequently, his term as an Non-Independent Directors. The other 5 (five) Directors of the Company are
Independent Director came to an end w.e.f. close of business hours of July Independent Directors. Naina Lal Kidwai and Rekha Mehrotra Menon are
26, 2023. Independent Women Directors on the Board of the Company. The details
of the directorship(s) of the Members on the Board are mentioned in the
Further, Peter Bains stepped down from his role as a Non-Executive following table titled ‘Composition of the Board’.
Independent Director of the Company w.e.f. September 18, 2023 to assume
the executive role of Biocon Group Chief Executive Officer. The Company Based on the declarations received from the Independent Directors,
has received confirmation from Peter Bains that there are no other material the Board of Directors have confirmed that they meet the criteria of
reasons for his stepping down as an Independent Director other than those independence as mentioned under Section 149 of the Act and Regulation
mentioned in his resignation letter. 16(1)(b) of the SEBI Listing Regulations and that they are independent of
the management. They have also confirmed that they are not aware of any
The detailed profile of our Directors is available on our website at https:// circumstance or situation which exists or may be reasonably anticipated
www.biocon.com/investor-relations/corporate-governance/board-of- that could impair or impact their ability to discharge their duties. Further,
directors/. the Independent Directors have also submitted their declaration under
None of the Directors serve as a Director in more than 7 (seven) listed compliance with the provision of Rule 6(3) of the Companies (Appointment
companies. Further, none of the Director serves as an ID in more than 7 and Qualification of Directors) Rules, 2014, which mandated the inclusion
(seven) listed companies or 3 (three) listed companies in case he/she serves of an Independent Director’s name in the data bank of the Indian Institute
as an ED in any listed Company. of Corporate Affairs (“IICA”) for a period of 1 (one) year or 5 (five) years or life
time till they continue to hold the office of an Independent Director.
None of the Directors of the Company, are a Member of more than 10 (ten)
Committees and Chairperson of more than 5 (five) Committees, across all The statutory details of the Directors, including the directorships held
public companies in which he/she is a Director. Further, none of our IDs by them in other listed companies and their committee memberships/
serve as Non-Independent Director of any Company on the board of which chairpersonships in other public companies, are listed in the table below:
any of our Non-Independent Director of the Company is an ID.
Executive Directors
Kiran Mazumdar- Promoter & 00347229 8 - - Biocon Limited Executive
Shaw# Executive Chairperson
Syngene Non-Executive
International Chairperson
Limited
Narayana Non-Executive
Hrudayalaya Non-
Limited Independent
United Breweries Non-Executive,
Limited Independent
A. Board Membership Criteria and Selection Process nationality, age, gender, and other personal attributes. These attributes
The responsibility for identifying and evaluating a candidate for the Board extend to encompass professional experience and functional expertise, as
is discharged by the Nomination and Remuneration Committee (“NRC”) well as educational and professional backgrounds.
as mandated under Section 178 of the Act read with Regulation 19 of Annually, the Independent Directors furnish a Certificate of Independence
the SEBI Listing Regulations. During the candidate selection process, the in accordance with relevant laws, which is duly taken on record by the
NRC meticulously assesses the composition and diversity of the Board/ Board. Encouraging collaboration and communication, all Board Members
Committee to ensure it possesses the requisite blend of skills, experience, are urged to engage and interact with management. Furthermore, Board
independence, and knowledge to sustain effectiveness. Diversity, from the Members are actively invited to pivotal meetings to contribute to strategic
NRC’s perspective, encompasses a broad spectrum of factors including but insights and guidance.
not limited to perspective, experience, education, background, ethnicity,
With a view to leverage technology, the Company has adopted a digital The Company Secretary records Minutes of the proceedings of each
meeting(s) platform for its Board and Committee meetings, which can be Board and Committee meeting. Draft Minutes are circulated to Board /
accessed through a web version, an iOS and an Android based application. Committee Members within 15 (fifteen) days from the meeting for their
The Board/ Committee agenda and related notes are made available to the comments. Directors communicate their comments, if any, on the draft
Directors, at least 7 (seven) days in advance of the meetings, through this minutes in writing, within 7 (seven) days from the date of circulation. The
application which meets high standards of security and integrity required Minutes are entered in the Minute Books within 30 (thirty) days from the
for the storage and transmission of Board/ Committee related documents conclusion of the Meeting and signed by the Chairperson. The copy of the
in electronic form. All material information is incorporated in the agenda signed Minutes, certified by the Company Secretary or in his absence by
along with supporting documents and relevant presentations. Where it is any Director authorised by the Board, are made available to all the Directors.
not practicable to attach a document to the agenda, the same is tabled at The guidelines governing Board and Committee Meetings are designed
the meeting with specific reference to this effect in the agenda. In special to ensure a streamlined post-meeting follow-up, review, and reporting
and exceptional circumstances, additional or supplementary item(s) on the process for decisions made by both the Board and its Committees.
agenda are permitted. Decisions of significance made during these meetings are swiftly relayed
The Board reviews strategy and business plans, annual operating plans and to the respective departments or divisions concerned, fostering a culture of
capital expenditure budgets, investment and exposure limits, compliance transparency and accountability.
reports of all laws applicable to the Company, as well as steps taken by To maintain continuity and accountability, an Action Taken Report on
the Company to rectify instances of non-compliances, if any. To enable the decisions or the Minutes of previous meeting(s) is diligently presented
Board to discharge its responsibilities effectively, the Chairperson provides at subsequent Board or Committee meetings for acknowledgment and
an overview of the overall performance of the Company at the meeting review. This practice not only ensures that actions are implemented in a
of the Board of Directors. The Board also reviews major legal issues, if any, timely manner but also provides a mechanism for ongoing assessment and
minutes of meetings of various Committees of the Board and subsidiary improvement.
C. Number of Board Meetings, Attendance of the Directors at Meetings of the Board and the Annual General Meeting
During the financial year under review, 6 (six) Board Meetings were held on the following dates:
Name of the Director No. of Board Meetings No. of Board Meetings % of Attendance Attendance at the 45th
which Director was attended AGM
entitled to attend
Kiran Mazumdar-Shaw 6 6 100.00 Yes
Siddharth Mittal 6 6 100.00 Yes
Prof. Ravi Rasendra Mazumdar 6 6 100.00 Yes
Dr. Vijay Kumar Kuchroo* 3 2 66.67 NA
Meleveetil Damodaran 6 6 100.00 Yes
Bobby Kanubhai Parikh 6 6 100.00 No
Eric Vivek Mazumdar 6 6 100.00 Yes
Naina Lal Kidwai 6 6 100.00 Yes
Rekha Mehrotra Menon** 3 3 100.00 Yes
Nicholas Robert Haggar** 2 2 100.00 NA
Peter John Bains*** 4 4 100.00 Yes
*Dr. Vijay Kumar Kuchroo had stepped down from the Board due to the completion of his second term as an Independent Director with effect from close of business hours of July
26, 2023.
**Rekha Mehrotra Menon and Nicholas Robert Haggar were appointed as Independent Directors of the Company w.e.f. July 26, 2023 and September 1, 2023, respectively.
***Peter John Bains ceased to be a Director of the Company w.e.f. September 18, 2023.
The performance of Non-Independent Directors and the Board as a Performance of such directors; and
whole; Fulfilment of the Independence criteria and their Independence from
The performance of the Chairperson of the Company after taking into the management.
account the views of the Executive and Non-Executive Directors;
216 The Multiplier Effect
Biocon Limited
F. Details of Familiarization Program imparted to Directors The feedback-cum-assessment of individual Directors, the Board and its
The familiarisation programme for our Directors is customised to suit their Committees, were compiled and the performance evaluation report was
individual interests and area of expertise. discussed by Independent Directors and the Board / Committees for the
FY 2023-24 and it was unanimously agreed to take up key suggestions for
Throughout the financial year in review, Independent Directors received action.
comprehensive updates at regular intervals, ensuring they remained well-
informed about industry trends, the Company’s business model, strategic The outcome of the performance evaluation process for FY 2023-24 and the
initiatives, product portfolio, market dynamics, risk management practices, actions thereon are summarised below:
group structure, subsidiaries, and operational activities. These updates The Directors were reported to have successfully implemented the best
were delivered by the senior management team, providing a holistic corporate governance practices and effectively performed their role. The
understanding of the Company’s operations and external environment. Board composition, quality and culture, Board agenda & meetings, risk
Furthermore, heads of various business units conducted presentations management aspects as well as the Board and management relationship
periodically, offering insights into the performance and future strategic were found to be satisfactory. The Board Committees continue to be
direction of their respective units. This facilitated a deep dive into specific effective in terms of its composition, functioning and contributions.
areas of operation, enabling Independent Directors to grasp the nuances of As part of the evaluation process, Directors were prompted to share
each business segment. suggestions towards enhancing Board effectiveness by the Board and
To uphold governance standards, Independent Directors were kept abreast the management and also to state the top three issues which the Board
of all regulatory and policy changes, along with their associated roles, rights, needs to address in near future. Response from the Directors were sought
and responsibilities. Additionally, presentations on internal controls over as to how important are improvements in various specified areas for the
financial reporting and operational controls were conducted, enhancing Board over the next 6-12 months. Additionally, inputs were gathered on
transparency and accountability in financial matters. enhancing the Senior Leadership Team’s effectiveness. The Board suggested
to have experts invited to share relevant trends and opportunities
Moreover, as part of the induction program, Directors engaged in pertaining to the business. It was suggested that the Board should have
meaningful interactions with members of the senior management team, a range of appropriate performance indicators that are used to evaluate
fostering a collaborative environment and facilitating a smooth integration the performance of the Management. The Board also suggested on
into the Company’s culture and operations. more frequent review of succession planning, amongst other matters. An
overview of the suggestions as drawn from the evaluation exercise was
The Company’s familiarization policy and the details of programs attended,
deliberated upon and recommended for implementation.
and hours spent by Independent Directors during the financial year 2023-24
is available on the Company’s website at https://www.biocon.com/investor- In response to the suggestions in the previous board evaluation process,
relations/corporate-governance/governance-documents-policies/. Sessions on regulatory updates by experts were arranged; Separate meetings
of Chair and CEO with the Board are scheduled every quarter; Strategic Plan
G. Board Evaluation, Key Expertise and Attributes of the and Succession planning aspects were discussed in meetings. The Board
Board of Directors recognized the progress made in implementing key recommendations
from the previous year’s evaluation.
Board Evaluation
One of the key functions of the Board is to monitor and review the Board Key Expertise and Attributes of the Board of Directors
evaluation framework. The Nomination and Remuneration Committee in In compliance with the SEBI Listing Regulations, the Board has identified
consultation with the Board, had laid down the evaluation criteria for the the following skills/ expertise/ competencies fundamental for the effective
performance of the Chairperson, Board, Committees of the Board, and functioning of the Company which are taken into consideration by the
Executive/ Non-Executive/ Independent Directors through peer evaluation, Nomination and Remuneration Committee while recommending the
excluding the Director being evaluated, which includes the following: appointment of any candidate to the Board of the Company.
The Board: Composition, quality & culture, agenda, dynamics, strategy,
business performance, succession planning, risk management, Board and
management relations, continuous improvement, among others.
039
Biocon Limited
Based on the above-mentioned skill matrix, the skills which are currently available with the Board have been mapped below:
Board of Directors Research & General Finance & Corporate Global Technology Scientific
Innovation Manage- Risk Man- Governance Healthcare & Digital knowl-
ment agement and Compli- Perspective edge
ance
Kiran Mazumdar-Shaw • • • • • • •
Siddharth Mittal • • • • • •
Prof. Ravi Rasendra Mazumdar • • •
Eric Vivek Mazumdar • • •
Meleveetil Damodaran • • •
Bobby Kanubhai Parikh • • •
Naina Lal Kidwai • • • • •
Rekha Mehrotra Menon* • • • •
Nicholas Robert Haggar* • • • • • • •
*Rekha Mehrotra Menon and Nicholas Robert Haggar were appointed as Independent Directors of the Company w.e.f. July 26, 2023 and September 1, 2023, respectively.
H. Role of Company Secretary responsibilities, and authorities. All decisions and recommendations
The Company Secretary is the Compliance Officer and plays a key role originating from these Committees are subsequently presented to
in ensuring that effective board procedures are followed and reviewed the Board for final approval, ensuring alignment with the Company’s
periodically. The Company Secretary is primarily responsible to ensure overarching objectives.
compliance with the provisions of the Act and provisions of all other laws The Company’s guidelines pertaining to Board Meetings are extended to
applicable to the Company. The Company Secretary ensures that all relevant Committee meetings to the fullest extent feasible, ensuring consistency
information, details and documents are made available to the Board of and adherence to best practices. Moreover, each Committee possesses
Directors for effective decision-making at the meetings. The Company the autonomy to enlist the expertise of external professionals, advisors,
Secretary is also the interface between the management and regulatory and legal counsels as deemed necessary to augment their functions and
authorities for governance matters. All the Directors of the Company have decision-making processes.
access to the advice and services of the Company Secretary.
To facilitate comprehensive discussions and informed decisions, senior
III. Committees of the Board officers and functional heads are invited to present relevant details requested
by the Committee during its sessions. This collaborative approach ensures
The Board has established several Committees, each tasked with addressing
that Committees have access to pertinent information and expertise,
specific areas and making well-informed decisions within their designated
ultimately enhancing their effectiveness in fulfilling their mandates.
scope. Guided by their charters, these Committees delineate their roles,
The Company Secretary of the Company acts as the Secretary to all Committees of the Board as detailed below:
A. Audit Committee The terms of reference and responsibilities of the Committee include review
I. Brief description of terms of reference of the quarterly, half-yearly and annual financial results/ statements before
submission to Board, review of compliance of internal control system,
The Company has constituted an Audit Committee (“AC”) which acts as a approval or any subsequent modification of transactions with related
link between the management, external and internal auditors and the Board parties, oversight of the financial reporting process to ensure transparency,
of Directors of the Company. The Committee’s role flows directly from the sufficiency, fairness and credibility of financial statements, recommendation
Board’s oversight function and delegation to various Committees. It acts as for appointment, remuneration and terms of appointment of auditors of the
an oversight body for transparent, effective anti-fraud and risk management Company etc. The Committee also reviews the adequacy and effectiveness
mechanisms, and efficient Internal Audit and External Audit functions and of internal audit function and control system. The Committee meets at least
financial reporting. The Audit Committee considers matters which are once in a calendar quarter.
specifically referred to it by the Board of Directors besides considering the
mandatory requirements of Regulation 18 read with Part C of Schedule II of During the financial year under review, 6 (six) Meetings of the Audit
SEBI Listing Regulations and provisions of Section 177 of the Act. The brief Committee were held. The dates of the Meetings were April 26, 2023, May
description of the terms of reference of the Committee is given below: 23, 2023, August 10, 2023, September 29, 2023, November 9, 2023 and
February 7, 2024.
* During the financial year under review, there were changes as mentioned below in the constitution of the Committee-
• Peter John Bains, Member, had stepped down as an Independent Director of the Company w.e.f. September 18, 2023. With this, he ceased to be a Member of the Committee from
this date.
• Nicholas Robert Haggar was inducted as a Member of the Committee w.e.f. September 1, 2023.
The Members of the Committee possess sound knowledge of accounts, reputational, political, catastrophic and others) faced by the Company.
finance, audit, governance and legal matters. The Committee has overall responsibility for monitoring and approving
the enterprise risk management framework and is capable of effectively
Senior staff from the Finance & Accounts Department and representatives of addressing and monitoring these risks. The Committee also approves
the Statutory and Internal Auditors attend the Audit Committee meetings. and oversees a Company-wide risk management framework, capable of
The Company Secretary acts as the Secretary to the Committee. effectively addressing these risks.
The Committee, as a good governance practice, also meets external The terms of reference of the RMC are in line with the provisions of the Act
auditors, internal auditors and the Chief Financial Officer of the Company and Regulation 21 of the SEBI Listing Regulations.
separately, to understand their independent opinion on the performance
of the Company. During the financial year under review, 4 (four) Meetings of the RMC
were held. The dates of the Meetings were May 12, 2023, August 9, 2023,
B. Risk Management Committee November 9, 2023 and February 8, 2024.
I. Brief description of terms of reference II. The composition of the Committee and attendance details:
The Company has constituted a Risk Management Committee (“RMC”), The composition of the Committee and attendance details of the Members
which assists the Board of Directors in timely identification, assessment and for the year ended March 31, 2024, are given below:
mitigation of risks (i.e. financial, operational, strategic, regulatory, statutory,
C. Stakeholders Relationship Committee It also ensures that service standards adopted by the Company in respect
I. Brief Description of the terms of reference of services rendered by our Registrars and Share Transfer Agent are met and
takes note of the Internal Annual Audit Report and observations along with
The Company has constituted a Stakeholders Relationship Committee action taken in this regard.
(“SRC”) pursuant to the provisions of Regulation 20 of the SEBI Listing
Regulations and Section 178 of the Companies Act, 2013. During the financial year under review, four (4) Meetings of SRC were held.
The dates of the Meetings were May 12, 2023, August 9, 2023, November 9,
The SRC is primarily responsible to redress the grievances of shareholders/ 2023 and February 7, 2024.
investors/ other security holders whilst reviewing measures and initiatives
taken to reduce the quantum of unclaimed dividends, ensure timely receipt II. The composition of the Committee and attendance details:
of dividend/ annual report/ notices and other information by shareholders The composition of the Committee and attendance details of the Members
and ensures effective exercise of voting rights by the shareholders/ investors. for the year ended March 31, 2024 are given below:
S. Name of Members Category Position No. of Meeting(s) which No. of Meeting(s) % of Attendance
No. Director was entitled to attended
attend
1 Prof. Ravi Rasendra Mazumdar NED Chairperson 4 4 100.00
2 Bobby Kanubhai Parikh ID Member 4 4 100.00
3 Dr. Vijay Kumar Kuchroo* ID Member 1 1 100.00
4 Peter John Bains* ID Member 2 2 100.00
5 Rekha Mehrotra Menon* ID Member 2 2 100.00
ID - Independent Director; NED- Non-Executive Director
* During the financial year under review, there were changes as mentioned below in the constitution of the Committee-
• Dr. Vijay Kumar Kuchroo, Member, had stepped down as an Independent Director of the Company consequent to the completion of his second term w.e.f. close of business
hours of July 26, 2023. With this, he ceased to be a Member of the Committee from this date.
• Peter John Bains, Member, had stepped down as an Independent Director of the Company w.e.f. September 18, 2023. With this, he ceased to be a Member of the Committee
from this date.
• Rekha Mehrotra Menon was inducted as a Member of the Committee w.e.f. September 1, 2023.
Mayank Verma, Company Secretary of the Company is the Secretary to the The quarterly statement on investor complaints received and disposed off
Committee. Further, he also acts as the Compliance Officer of the Company. are filed with Stock Exchanges within 21 (twenty-one) days from the end of
each quarter and the statement filed is also placed before the subsequent
The table below encompasses the details of the complaints received and meeting of Board of Directors.
disposed off during the year ended March 31, 2024.
Further, with regards to the unpaid or unclaimed dividend, the Company
Particulars Complaints
has sent out reminders to the shareholders to claim their unpaid or
Remaining unsolved at the beginning of the year - unclaimed dividends before the dividend amounts are transferred to
Received during the year 179 Investor Education and Protection Fund (‘IEPF’).
Disposed during the year 179 In terms of the SEBI Master Circular dated March 16, 2023 issued in super-
session to Circular dated November 3, 2021 and Circular dated December
Number of complaints not solved to the satisfaction of - 14, 2021, the Company had sent out communications to holders of phys-
shareholders ical securities to furnish their PAN, KYC details and Nomination as per the
Remaining unsolved at the end of the year - prescribed conditions embedded in the circular. Necessary forms for fur-
nishing the requisite details in this regard are available on the website at
https://www.biocon.com/investor-relations/shareholder-services/miscella-
neous-communication/.
D. Corporate Social Responsibility and ESG Committee Identifying the areas of CSR activities, its implementation and
I. Brief description of terms of reference monitoring;
The Company is driven by a vision to make a difference in global healthcare Formulate and amend the CSR Policy, from time to time;
through improved access to high quality and life-saving bio therapeutics Adoption of the Annual Action Plan or modification thereof;
by making them affordable for patients across the world. The Company’s
contributions and initiatives towards social welfare and environment Oversee the Company’s ESG program, strategy, initiatives, execution
sustainability have been integral to its business. and disclosures;
The Corporate Social Responsibility (‘CSR’) & ESG activities of the Company Report progress of various initiatives with respect to CSR and ESG.
shall continuously evolve for the long-term sustainability of business,
During the financial year under review, 4 (four) Meetings of the CSR and ESG
society and environment at large. The CSR and ESG Committee shall further
Committee were held. The dates of the Meetings were May 23, 2023, August
align and integrate social wellbeing, economic growth and environmental
4, 2023, November 9, 2023 and February 8, 2024.
sustainability with the Company’s core values, operations and growth.
II. The composition of the Committee and attendance details:
The terms of reference of the CSR and ESG Committee are in line with the
provisions of Section 135 of the Companies Act, 2013, which inter alia The composition of the Committee and attendance details of the Members
includes the following: for the year ended March 31, 2024 are given below:
E. Nomination and Remuneration Committee the criteria laid down, recommending to the Board their appointment and
I. Brief description of terms of reference removal.
The Company has a Nomination and Remuneration Committee (“NRC”) The NRC also formulates the criteria for determining qualifications, positive
pursuant to the provisions of Regulation 19, read with Part D of Schedule attributes and independence of a Director. The Committee on a periodical
II of the SEBI Listing Regulations and Section 178 of the Act. As per the basis, recommends to the Board, policies relating to the remuneration of
Securities and Exchange Board of India (Share Based Employee Benefits Directors, Key Managerial Personnel and Senior Management. The Policy
and Sweat Equity) Regulations, 2021, the NRC of the Company acts as on Director’s Appointment and Remuneration is available on our website
the Compensation Committee for administration of the Employee Stock at https://www.biocon.com/docs/Policy-on-Director’s-appointment-and-
Option Plan. The NRC has been vested with the authority to recommend remuneration_20230523.pdf.
nominations for Board Membership, succession planning for the senior The NRC has undertaken the exercise to evaluate the performance of
management and the Board, develop and recommend policies with respect individual Directors. Feedback is sought by way of structured questionnaires
to composition of the Board commensurate with the size, nature of the covering various aspects of the Board’s functioning such as adequacy of the
business and operations of the Company, establish criteria for selection of composition of the Board and its Committees, Board culture, execution &
Board Members with respect to competencies, qualifications, experience, performance of specific duties, obligations and governances. Performance
track record, integrity, devise appropriate succession plans and determine evaluation is carried out based on the responses received from all Directors.
overall compensation policies of the Company.
The performance evaluation of Independent Directors is based on various
The scope of the NRC also includes review of the market practices, decision criteria including Qualification & Experience, Leadership, Governance,
on the remuneration to the Executive Director(s) and laying down of Commitment, Contribution, Expertise, Independence, Integrity, Attendance,
performance parameters for the Chairperson, Managing Director & CEO, the Responsibility, among others.
Executive Director(s), Key Managerial Personnel(s) and Senior Management.
During the financial year under review, 4 (four) Meetings of the NRC
In addition to the above, the NRC’s role includes identifying persons who were held. The dates of the Meetings were May 23, 2023, August 4, 2023,
may be appointed to a senior management position in accordance with November 9, 2023 and February 8, 2024.
S. Name of Members Category Position No. of Meeting(s) which director No. of Meeting(s) % of Attendance
No. was entitled to attend attended
1 Naina Lal Kidwai ID Chairperson 4 4 100.00
2 Dr. Vijay Kumar Kuchroo* ID Member 1 0 00.00
3 Prof. Ravi Rasendra Mazumdar NED Member 4 4 100.00
4 Rekha Mehrotra Menon* ID Member 3 2 66.67
ID - Independent Director; NED – Non-Executive Director.
* During the financial year under review, there were changes as mentioned below in the constitution of the Committee-
• Dr. Vijay Kumar Kuchroo, Member, had stepped down as an Independent Director consequent to his completion of the second term w.e.f. close of business hours of July 26,
2023. With this, he ceased to be the Member of the Committee from this date.
• Rekha Mehrotra Menon was inducted as a Member of the Committee w.e.f. July 26, 2023.
salary, performance bonus, contribution to provident fund, superannuation, The Nomination and Remuneration Committee determines and
gratuity, perquisites and allowances, reimbursement of expenses, etc. as recommends to the Board the compensation payable to all the Directors
applicable to employees of the Company. from time to time.
Further, at the same AGM, the shareholders have approved the appointment Based on the recommendation of the Nomination and Remuneration
of Siddharth Mittal as the Managing Director and CEO of the Company Committee and the Board of Directors, the shareholders at their 43rd AGM held
for a period effective from April 1, 2020, till the end of his current tenure on July 23, 2021 have approved to pay remuneration by way of commission
of appointment i.e. November 30, 2024. The remuneration includes fixed or otherwise to the Non-Executive Directors of the Company for the financial
and variable salary, performance bonus, contribution to provident fund, year 2021-22 and thereafter, at an amount not exceeding 3% of the net profits
superannuation, gratuity, perquisites and allowances, reimbursement of of the Company computed in accordance with the provisions of Section 198
expenses, long term rewards etc. as applicable to employees of the Company. of the Companies Act, 2013 and the said remuneration is in addition to sitting
fees and reimbursement of expenses for attending the meetings of the Board
Subsequently, the shareholders at their 43rd AGM held on July 23, 2021, have of Directors or Committees thereof and the said remuneration is paid in such
approved the increase in the limit of managerial remuneration payable to amount, proportion and manner as may be decided by the Board of Directors
Siddharth Mittal, Managing Director and CEO of the Company, which was in of the Company from time to time.
excess of 5% of the net profits of the Company for the financial year 2021-
22 and thereafter during his remaining tenure as the Managing Director
of the Company. However, the total managerial remuneration paid to the E. Service Contracts, Notice Period and Severance Fees
Executive Director(s) of the Company taken together in any financial year As on March 31, 2024, the Board comprised of 9 (nine) Members, including
shall not exceeded the limit of 10% of net profit, and overall managerial 2 (two) Executive Directors and 7 (seven) Non Executive Directors, of
remuneration paid to all directors have not exceeded the overall limit of which 5 (five) are Independent Directors. Kiran Mazumdar-Shaw, Executive
11% of net profit of the Company as prescribed under Section 197 of the Chairperson and Siddharth Mittal, Managing Director and CEO are employees
Act read with rules made thereunder or other applicable provisions or any of the Company. Hence, the provision for payment of severance fees to them
statutory modifications thereof. shall be as per the terms mentioned in the Company’s policy. However, other
Directors are not subject to any notice period and severance fees.
As an abundant caution, approval of the shareholders was sought for
payment of remuneration to the Executive Directors, in situation of absence
or inadequacy of profits for 3 (three) years w.e.f. Financial Year 2022-23, by
F. All Pecuniary Relationship or Transactions of the Non-
way of postal ballot on January 21, 2023. Executive Directors
There was no pecuniary relationship or transactions of the Non-Executive
D. Criteria for making Payment to Non-Executive Directors Directors vis-a-vis the Company, which has potential conflict with the
interest of the organisation at large.
The Company’s Non-Executive Directors are leading professionals with high
level of expertise and rich experience in functional areas such as business
strategy, financial governance, corporate governance, research and G. Remuneration to Directors
innovation amongst others. The Company’s Non-Executive Directors have The details of remuneration of Directors for the year ended March 31, 2024
been shaping and steering the long-term strategy and make invaluable are given below:
contributions towards Biocon group level strategy, monitoring of risk
management and compliances. Amount in ` million
Postal Ballot Notice dated June 18, 2023 (Date of declaration of results: July 21, 2023)
S.No. Particulars of the Resolution Type of Voting Details
Resolu- No. of shares No. of votes % of votes Votes cast in favour Votes cast against
tion polled polled on No. of votes % No. of votes %
Outstand-
ing shares
1 To approve material related party transaction(s) between Biocon Bio- Ordinary 1200600000 247060741 20.58 246965041 99.96 95700 0.04
logics Limited and Biocon Biologics UK Limited, being direct and indi-
rect subsidiaries of the Company.
2 To approve material related party transaction(s) between Biosimilar Ordinary 1200600000 247060728 20.58 246964887 99.96 95841 0.04
Collaborations Ireland Limited and Biocon Biologics Inc. USA, being
indirect subsidiaries of the Company.
3 To approve material related party transaction(s) between Biocon Bio- Ordinary 1200600000 247060717 20.58 246964128 99.96 96589 0.04
logics Inc. USA and Biosimilars Newco Limited, being indirect Subsid-
iaries of the Company.
4 To approve material related party transaction(s) between Biocon Bio- Ordinary 1200600000 247060701 20.58 246964017 99.96 96684 0.04
logics UK Limited and Biosimilars Newco Limited, being Indirect sub-
sidiaries of the Company.
5 To approve material related party transaction(s) between Biocon SDN Ordinary 1200600000 247060614 20.58 246964537 99.96 96077 0.04
BHD, Malaysia and Biosimilars Newco Limited, being Indirect subsidiar-
ies of the Company.
6 To approve material related party transaction(s) between Biosimilar Ordinary 1200600000 247060724 20.58 246963860 99.96 96864 0.04
Collaborations Ireland Limited and Biocon Biologics Germany GMBH,
being indirect subsidiaries of the Company.
7 To approve material related party transaction(s) between Biosimilar Ordinary 1200600000 247060512 20.58 246964397 99.96 96115 0.04
Collaborations Ireland Limited and Biosimilars Newco Limited, being
indirect subsidiaries of the Company.
8 To approve material related party transaction(s) between Biosimilar Ordinary 1200600000 247060600 20.58 246941535 99.95 119065 0.05
Collaborations Ireland Limited and Mylan Inc. (Viatris).
9 To approve material related party transaction(s) between the Company Ordinary 1200600000 244806477 20.39 186209726 76.06 58596751 23.94
and Biocon Biologics Limited (BBL).
Postal Ballot Notice dated October 26, 2023 (Date of declaration of results: November 28, 2023)
S.No. Particulars of the Resolution Type of Voting Details
Resolu- No. of shares No. of votes % of votes Votes cast in favour Votes cast against
tion polled polled on No. of votes % No. of votes %
Outstanding
shares
1 To appoint Mr. Nicholas Robert Haggar (DIN: 08518863) as an Independent Di- Special 1200600000 964090385 80.30 964031471 99.99 58914 0.01
rector of the Company.
Postal Ballot Notice dated March 19, 2024 (Date of declaration of results: April 22, 2024)
S.No. Particulars of the Resolution Type of Voting Details
Resolu- No. of shares No. of votes % of votes Votes cast in favour Votes cast against
tion polled polled on No. of votes % No. of votes %
Outstanding
shares
1 To approve material related party transaction(s) between Biocon Biologics Lim- Ordinary 1200600000 218221447 18.18 218161058 99.97 60389 0.03
ited and Biocon Biologics UK Limited, being direct and indirect subsidiaries of
the Company.
2 To approve material related party transaction(s) between Biocon Biologics Lim- Ordinary 1200600000 218221462 18.18 218161121 99.97 60341 0.03
ited and Biosimilars Newco Limited, being direct and indirect subsidiaries of the
Company.
3 To approve material related party transaction(s) between Biocon Biologics UK Ordinary 1200600000 218221432 18.18 218159842 99.97 61590 0.03
Limited and Biosimilars Newco Limited, being indirect subsidiaries of the Com-
pany.
4 To approve material related party transaction(s) between Biocon SDN BHD, Ma- Ordinary 1200600000 218221348 18.18 218159713 99.97 61635 0.03
laysia and Biosimilars Newco Limited, being indirect subsidiaries of the Com-
pany.
5 To approve material related party transaction(s) between Biocon Biologics Inc., Ordinary 1200600000 218221333 18.18 218160931 99.97 60402 0.03
USA and Biosimilars Newco Limited, being indirect subsidiaries of the Company.
6 To approve material related party transaction(s) between the Company and Bio- Ordinary 1200600000 218221421 18.18 160605143 73.60 57616278 26.40
con Biologics Limited (BBL).
II. Person who Conducted the Postal Ballot Process None of the business proposed to be transacted at the ensuing Annual
Mr. V. Sreedharan, (FCS 2347; CP 833) and in his absence Mr. Pradeep B General Meeting requires passing of special resolution through postal ballot.
Kulkarni, (FCS 7260; CP 7835) or Ms. Devika Satyanarayana, (FCS 11323; CP
17024), Practicing Company Secretaries and Partners of M/s. V. Sreedharan & B. Means of Communication
Associates, Company Secretaries, Bengaluru, were appointed as scrutinizers
to conduct the Postal Ballot process. I. Quarterly Financial Results
The quarterly financial results are normally published in nationwide
III. Procedure for Postal Ballot newspapers i.e. Financial Express and Vijayavani (Kannada edition) and
In compliance with the provisions of the Companies Act, 2013, read with are also displayed on the Company’s website https://www.biocon.com/
appropriate Rules made thereunder, the Company provides electronic investor-relations/stock-exchange-disclosures/press-release/.
voting (e-voting) facility to all its Members. The Company engages the
services of KFin Technologies Limited, the Registrar and Share Transfer II. News Releases, Presentations
Agents of the Company for the purpose of providing e-voting facility to all Official news/press releases are disclosed to both the Stock Exchanges i.e.
its Members. NSE and BSE from time to time and are also displayed on the website of the
The Company dispatches the postal ballot notices to its Members in the Company at https://www.biocon.com/investor-relations/stock-exchange-
electronic form to the email addresses registered with their depository disclosures/press-release/.
participants and to their email address registered with the Company (in
case of physical shareholding). The Company also publishes a notice in III. Presentations to Institutional Investors/ Analysts
the newspaper declaring the details of completion of dispatch and other Presentations are made to institutional investors and financial analysts on
requirements as mandated under the Act and applicable Rules. the quarterly financial results of the Company. These presentations are also
published on the website of the Company and are disclosed to both the
Voting rights are reckoned on the paid-up value of the shares registered in
Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) and BSE
the names of the Members as on the cut-off date. Members exercising their
Limited (BSE). The details of meetings with institutional investors/financial
votes by electronic mode are requested to vote before close of business
analysts are intimated to the Stock Exchanges and disclosed on website of
hours on the last date of e-voting.
the Company at www.biocon.com.
The scrutinizer submits his report to the Chairperson, after the completion
of scrutiny and the consolidated results of voting by postal ballot are IV. Website
then announced by the Chairperson/any Director/ Company Secretary of The website of the Company i.e. www.biocon.com contains a separate and
the Company. The results are also displayed on the Company’s website, dedicated “Investors” section to serve shareholders, by giving complete
www.biocon.com, besides being communicated to the Stock Exchanges, information pertaining to the Board of Directors and its Committees, annual
Depositories & Registrar and Share Transfer Agent. The date of declaration of reports along with supporting documents, financial results including
Postal Ballot shall be the date on which the resolution would be deemed to subsidiaries financials, stock exchange disclosures and compliances such
have been passed, if approved by requisite majority.
as shareholding pattern, corporate governance report and press releases, VI. SEBI Complaints Redress System (‘SCORES’)
Notice of the Board and General Meetings, contact details of Registrar and Investor complaints are processed through a centralized web-based
Share Transfer Agents, details of unclaimed or unpaid dividend and Investor complaints redressal system. Centralised database of all complaints received,
Education and Protection Fund (‘IEPF’) related information, amongst online upload of the Action Taken Reports (ATRs) by the Company, online
others. These are made available on the website in a user-friendly and viewing by investors of actions taken on the complaint and the current
downloadable form. status are updated/resolved electronically in the SEBI SCORES system.
V. NSE Electronic Application Processing System (NEAPS) VII. General Shareholders Information
and BSE Listing Centre
NEAPS and BSE Listing Centre are web-based applications designed by NSE A. Company Registration Details
and BSE, respectively, for the smooth filing of information by Corporates, The registered office of the Company is 20th KM, Hosur Road, Electronic City,
with the stock exchanges. All periodical compliance filings like shareholding Bengaluru, 560 100 and it is registered in the State of Karnataka, India. The
pattern, corporate governance report, press releases, financial results and Corporate Identity Number (‘CIN’) allotted to the Company by the Ministry
other disclosures under SEBI Listing Regulations are electronically filed on of Corporate Affairs (‘MCA’) is L24234KA1978PLC003417.
NEAPS and BSE Listing Centre.
Biocon & Nifty share price movement from April 01, 2023 to Biocon & BSE Sensex share price movement from April 01, 2023 to
March 31, 2024 March 31, 2024
Shareholders holding shares in physical mode have been requested to V. Distribution of Shareholding (category wise) as on
furnish PAN, nomination, contact details, bank account details and specimen March 31, 2024 is as under:
signature for their corresponding folios. Shareholders may contact the RTA
at einward.ris@kfintech.com in this regard. S. Category No. of Shares % to Equity
No
IV. Dematerialization of Shares and Liquidity 1 Promoters (Indian & Foreign) 728,024,176 60.64
As on March 31, 2024, 99.94% of the equity shares were in electronic form. 2 Foreign Institutional Investor & FPI 67,598,500 5.63
Trading in equity shares of the Company is permitted only in dematerialized
form. The Company’s equity shares are actively traded on both National 3 Mutual Funds, Banks, IFIs 164,256,271 13.68
Stock Exchange of India Limited (NSE) and BSE Limited (BSE). 4 NRIs & Foreign Nationals 13,987,104 1.17
Further, as mandated by the Securities and Exchange Board of India (“SEBI”), 5 Corporate Bodies 17,518,140 1.46
existing Members of the Company, who hold securities in physical form and
intend to transfer their securities, can do so only in dematerialised form. 6 Trusts 4,192,760 0.35
Hence, shareholders who hold shares in physical form are requested to
7 Indian Public & Others 197,839,594 16.48
dematerialise these shares to ensure such shares are freely transferable.
8 Directors and their relatives 7,183,455 0.60
Total 1,200,600,000 100.00
1%
17%
1%
1%
13% 61%
6%
VII. Outstanding ADRs/GDRs/Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity
The Company has not issued any ADRs/GDRs/Warrants or any convertible instruments.
VIII. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
The input pricing risk is managed through appropriate long-term rate contracts and constant evaluation of alternate support sources for key raw materials.
The Company has an approved Foreign Exchange Risk Management Policy and accordingly, during the financial year ended March 31, 2024, the Company
managed foreign exchange risk and hedged these to the extent considered necessary. The details of foreign currency exposure and hedging are disclosed
in Notes to Standalone Financial Statements.
228 The Multiplier Effect
Biocon Limited
XI. Credit Ratings authorities. Further, the securities of the Company were not suspended
ICRA Limited vide its letter dated August 4, 2023, has removed the long- from trading at any time during the year.
term rating from ‘watch with Developing Implications’ and reaffirmed it at
[ICRA]AA+. The short-term rating has been reaffirmed at ‘ICRA A1+’ for the III. Compliance with Corporate Governance Requirements
Bank facilities and Commercial Paper of the Company. The Company has complied with the requirements of corporate governance
CRISIL vide its letter dated November 29, 2023, has reaffirmed the rating specified in Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of
at ‘CRISIL AA+’ for the long-term bank facilities and ‘CRISIL A1+’ for the short- Regulation 46 of the SEBI Listing Regulations.
term bank facilities of the Company.
IV. Vigil Mechanism / Whistle Blower Policy
India Ratings and Research (Ind-Ra) vide letter dated February 06, 2024,
The vigil mechanism as envisaged in the Companies Act, 2013 and SEBI
has reaffirmed the rating at ‘IND AA+/ Stable’ for the Non-convertible
Listing Regulations is implemented through the Company’s Whistle Blower
Debentures and Term Loans and withdrawn the rating for Commercial
Policy to adequately safeguard against victimisation of persons who use
Paper of the Company.
such mechanism. During the year, no personnel was denied access to the
Audit Committee of the Company. The address of the Chairperson of the
C. Other Disclosures Audit Committee has been given in the policy for the employees, Directors,
vendors, suppliers or other stakeholders associated with the Company
I. Materially Significant Related Party Transactions to report any matter of concern. Vigil mechanism / Whistle Blower Policy
During the financial year under review, no materially significant transactions of the Company is available on the website of the Company at https://
or arrangements were entered into between the Company and its www.biocon.com/investor-relations/corporate-governance/governance-
promoters, management, Directors or their relatives, subsidiaries, etc. that documents-policies/.
may have potential conflict with the interests of the Company at large. The
Company has formulated a policy on dealing with Related Party Transactions,
which specifies the manner of entering into Related Party Transactions. This
V. Compliance with Mandatory and Discretionary Require-
policy has also been hosted on the website of the Company at https:// ments
www.biocon.com/investor-relations/corporate-governance/governance- The Company has complied with all mandatory requirements prescribed
documents-policies/. by SEBI Listing Regulations and the Company has also complied with below
mentioned discretionary requirements as stated under Part E of Schedule II
II. Details of Non-compliance to the SEBI Listing Regulations, as under:
During the last 3 (three) years, there were no instances of non-compliances Modified opinion(s) in audit report: During the financial year under
by the Company related to capital markets and no penalty or strictures were review, there is no audit qualification in the Company’s financial
imposed on the Company by the Stock Exchanges or SEBI or any statutory statements. The Company continues to adopt best practices to ensure
regime of unqualified financial statements.
Reporting of Internal Auditors: Internal Auditors report directly to the X. Certificate from Company Secretary in Practice
Audit Committee. As required under Regulation 34(3) read with Clause 10(i), Part C of Schedule
V of the SEBI Listing Regulations, the Company has received a Certificate
VI. Policy for determining Material Subsidiary from Pradeep B Kulkarni, Company Secretary in Practice, Partner of M/s V
The Company has formulated a policy for determining Material subsidiaries Sreedharan and Associates, certifying that none of our Directors on the
as defined under the SEBI Listing Regulations. This policy is also published Board of the Company have been debarred or disqualified from being
on the website of the Company at https://www.biocon.com/investor- appointed or to continue as Directors of Company by the SEBI or Ministry of
relations/corporate-governance/ governance-documents-policies/. Corporate Affairs or any such statutory authority. This document is annexed
to the report.
VII. Policy for determining Related Party Transactions
The Company has formulated a policy on materiality of related party XI. Disclosures in relation to the Sexual Harassment
transactions and on dealings with such transactions. This policy has also of Women at Workplace (Prevention, Prohibition and
been published on the website of the Company at https://www.biocon. Redressal) Act, 2013
com/investor-relations/corporate-governance/governance-documents- The disclosure regarding the complaints of sexual harassment are given in
policies/. the Board’s Report.
VIII. Details of Utilization of Funds Raised through XII. Disclosure by Listed Entity and its Subsidiaries of Loans
Preferential Allotment or Qualified Institutional Placement and Advances in the Nature of Loans to Firms/Companies
as specified under Regulation 32 (7A) in which Directors are Interested by Name and Amount
The Company has not raised any funds through preferential allotment or There were no loans and advances provided to firms/companies in which
qualified institutional placement as specified under Regulation 32 (7A) Directors are interested.
during the financial year 2023-24.
XIII. Disclosures with respect to Demat Suspense Account/
IX. Total Fees for all Services paid by the Company and
Unclaimed Suspense Account
its Subsidiaries, on a Consolidated Basis, to the Statutory The Company does not have any securities in the demat suspense account/
Auditors of the Company and all Entities in the Network unclaimed suspense account.
Firm/Network Entity of which the Statutory Auditor is a part
The details of payment made to them on consolidated basis are available
under 28 to the Financial Statements of this Report.
3 Biocon Biologics Inc. USA November 12, 2019 State of Delaware Not applicable Not applicable
4 Biosimilars Newco Limited July 27, 2022 United Kingdom KNAV Limited February 10, 2023
5 Biosimilar Collaborations Ireland October 11, 2013 Ireland Roberts Nathan February 15, 2023
Limited
6 Syngene International Limited November 18, 1993 Bengaluru, Karnataka, BSR & Co., LLP July 21, 2021
India
XV. Code of Conduct A declaration signed by the Chief Executive Officer to this effect forms part
The Code of Conduct (‘the Code’) for Board Members and senior of this Report.
management personnel as adopted by the Board, is a comprehensive
Code applicable to Directors and senior management personnel. The Code XVI. Code of Conduct for Prevention of Insider Trading
lays down in detail, the standards of business conduct, ethics and strict The Company has formulated a comprehensive Code of Conduct for Pre-
governance norms for the Board and senior management personnel. A vention of Insider Trading for its designated persons, in compliance with
copy of the Code is available on the website of the Company at https:// Securities and Exchange Board of India (Prohibition of Insider Trading) Reg-
www.biocon.com/investor-relations/corporate-governance/governance- ulations, 2015, as amended from time to time. The Directors, officers, desig-
documents-policies/. The Code has been circulated to Directors and senior nated persons and other connected persons of the Company are governed
management personnel and its compliance is affirmed by them annually. by the Code. The Code is also posted on the website of the Company at
Sd/-
Place: Bengaluru Siddharth Mittal
Date: May 16, 2024 Managing Director and CEO
Notes:
I. Mr. Peter John Bains (DIN: 00430937) resigned as Independent Director of the Company with effect from September 18, 2023.
II. Dr. Vijay Kumar Kuchroo (DIN: 07071727), Independent Director had stepped down from the Board due to the completion of his second and final term
as an Independent Director with effect from the close of business hours on July 26, 2023.
III. Ms. Rekha Mehrotra Menon (DIN: 02768316) was appointed as an Additional Director (Category: Non-Executive, Independent Director) on the Board of
the Company with effect from July 26, 2023. Further, Ms. Rekha Mehrotra Menon was appointed as an Independent Director of the Company at the 45th
Annual General Meeting of the Company.
IV. Mr. Nicholas Robert Haggar (DIN: 08518863) was appointed as an Additional Director (Category: Non-Executive, Independent Director) on the Board of
the Company with effect from September 01, 2023. Further, Mr. Nicholas Robert Haggar was appointed as an Independent Director of the Company by
way of passing a resolution by the shareholders through Postal Ballot on November 28, 2023.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Sd/-
(Pradeep B. Kulkarni)
Place: Bengaluru Partner
Date: May 16, 2024 FCS: 7260; CP No.7835
UDIN: F007260F000379533
Peer Review certificate No. 5543/2024
2. We have examined the compliance of conditions of Corporate Governance by Biocon Limited (“the Company”), for the year ended 31st March, 2024, as
stipulated in regulations 17 to 27, clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”) pursuant to the Listing
Agreement of the Company with Stock Exchanges.
Management’s Responsibility
3. The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the responsibility of the Company’s Management
including the preparation and maintenance of all the relevant records and documents. This responsibility includes the design, implementation and
maintenance of internal control and procedures to ensure the compliance with the conditions of Corporate Governance stipulated in the Listing
Regulations.
Auditors’ Responsibility
4. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company has complied
with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31st March, 2024.
6. We conducted our examination of the above corporate governance compliance by the Company in accordance with the Guidance Note on Reports
or Certificates for Special Purposes (Revised 2016) and Guidance Note on Certification of Corporate Governance both issued by the Institute of the
Chartered Accountants of India (the “ICAI”), in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply with
the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits
and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
Restriction on use
10. The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company to comply with the
requirement of the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume
any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without
our prior consent in writing.
Sd/-
(Sudhir Soni)
Place: Bengaluru Partner
Date: May 16, 2024 Membership No: 041870
UDIN: 24041870BKGDKW7150
could have significant impact on • Performed a retrospective analysis position as at 31 March 2024, its calculations;
the valuation of these investments. to assess the reasonableness forecasts for the period of fifteen • Performed sensitivity analysis
Investments where an indication of Company’s projections by months from the date of these on the forecasted cash flows by
based on these factors exist, are comparing historical forecast to financial statements, its ability to considering plausible changes to
tested for impairment at the end of actual results; re-negotiate the exit terms with the key assumptions;
the reporting period.
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) (A) The Company has maintained proper records showing (ii) (a) The inventory, except goods-in-transit and stocks lying with
full particulars, including quantitative details and situation third parties, has been physically verified by the management
of Property, Plant and Equipment. during the year. For stocks lying with third parties at the year-
end, written confirmations have been obtained and for goods-
(B) The Company has maintained proper records showing in-transit subsequent evidence of receipts has been linked
full particulars of intangible assets with inventory records. In our opinion, the frequency of such
(b) According to the information and explanations given to us and verification is reasonable and procedures and coverage as
on the basis of our examination of the records of the Company, followed by management were appropriate. No discrepancies
the Company has a regular programme of physical verification were noticed on verification between the physical stocks and
of its Property, Plant and Equipment by which all property, the book records that were more than 10% in the aggregate of
plant and equipment are verified in a phased manner over a each class of inventory
period of 3 years. In accordance with this programme, certain (b) According to the information and explanations given to
property, plant and equipment were verified during the year. In us and on the basis of our examination of the records of the
our opinion, this periodicity of physical verification is reasonable Company, the Company has been sanctioned working capital
having regard to the size of the Company and the nature of limits inexcess of five crore rupees, in aggregate, from banks or
its assets. No material discrepancies were noticed on such financial institutions. However, these loans are not secured with
verification. the current assets at any point of time the year. Accordingly,
(c) According to the information and explanations given to us and clause 3(ii)(b) of the Order is not applicable to the Company.
on the basis of our examinationof the records of the Company, (iii) According to the information and explanations given to us
the title deeds of immovable properties (other than immovable and on the basis of our examination of the records of the
properties where the Company is the lessee and the leases Company, the Company has not provided any advances in the
agreements are duly executed infavour of the lessee) disclosed nature of loans, secured or unsecured to companies, limited
in the standalone financial statements are held in the name of liability partnership and other parties during the year. The
the Company, except for the following which are not held in the Company has made investments, provided guarantees, security
name of the Company: and granted loans to companies during the year, in respect of
which the requisite information is as below. The Company has
Description Gross Held in the Whether Period held- Reason for not
not provided any guarantee and granted any loans, secured or
of property carrying name of promoter, indicate being held in
unsecured,to limited liability partnership or any other parties
value director range, the name of the
during the year.
(Rs. in or their where Company. Also
Million) relative or appropriate) indicate if in (a) Based on the audit procedures carried on by us and as per the
employee dispute information and explanations given to us the Company has
Freehold 35 Telangana No 8 to 9 years The land will be provided loans, security and stood guarantee as below:
land State transferred to
Industrial the Company Particulars Guarantees Security Loans
Infrastructure once certain Aggregate amount Rs. 667 Rs. 3,000 Rs. 1,367
Corporation terms and during the year millions millions millions
Limited conditions -Subsidiaries*
of the sale Balance Rs. 5,251 Rs. 18,018 Nil
agreement outstanding as millions millions
are complied at balance sheet
with which date- Subsidiaries*
is currently
*As per the Companies Act, 2013
pending. There
is no dispute # refer note 34(ii)(b), (c), (d) and (e) of the standalone financial
statements
(d) According to the information and explanations given to (b) According to the information and explanations given to us
us and on the basis of our examination of the records of the and based on the audit procedures conducted by us, in our
Company, the Company has not revalued its Property, Plant and opinion the investments made, guarantees provided, security
Equipment (including Right of Use assets) or intangible assets or given during the year and the terms and conditions of the grant
both during the year. of loans and advances in the nature of loans and guarantees
(e) According to the information and explanations given to provided during the year are, prima facie, not prejudicial to the
us and on the basis of our examination of the records of the interestof the Company.
Company, there are no proceedings initiated or pending (c) According to the information and explanations given to us and
against the Company for holding any benami property under on the basis of our examination of the records of the Company, in
the Prohibition of Benami Property Transactions Act, 1988 and the case of loans given, in our opinion the principal and interest
rules made thereunder.
(xv) In our opinion and according to the information and explanations Place: Bengaluru
given to us, the Company has not entered into any non-cash Date: 16 May 2024
transactions with its directors or persons connected to its directors
and hence, provisions of Section 192 of the Act are not applicable to
the Company.
Name of the statute Nature of dues Amount Amount paid Period to which the Forum where dispute is pending
(Rs. in million) under protest amount relates
(Rs. in million)
Income Tax Act, 1961 Income Tax 4 4 FY 1996-97 Supreme Court
Income-Tax Act, 1961 Income Tax 1,580 685 FY 2008-09 to Income Tax Appellate Tribunal
FY 2017-18 (“ITAT”)
Income Tax Act, 1961 Income Tax 13 12 FY 1997-98, High Court of Karnataka
FY 2003-04 to
FY 2004-05
Income Tax Act, 1961 Income Tax 1,098 82 FY 2013-14, Commissioner (Appeals)
FY 2019-20,
FY 2020-21
Finance Act, 1994 Service-Tax - - FY 2017-18 Deputy Commissioner
Finance Act, 1994 Service-Tax 188 -* FY 2006-07 to Customs, Excise and Service Tax
FY 2016-17 Appellate Tribunal (“CESTAT”)
Entry Tax (The West Bengal Tax on Entry Tax 20 - FY 2012-13 to High Court of West Bengal
Entry of goods into Local Areas Act, FY 2016-17
2012)
Value Added Tax Act, 2005 Value Added Tax 2 1 FY 2005-06 Commissioner (Appeals)
Value Added Tax Act, 2005 Value Added Tax 14 -* FY 2008-09 to Joint Commissioner Appeals
FY 2013-14
Value Added Tax Act, 2005 Value Added Tax 66 8 FY 2013-14 to FY Kerala Tribunal
2015-16
Central Sales Tax Act 1956 CST 38 1 FY 2008-09 to Joint Commissioner (Appeal)
FY 2013-14 &
FY 2016-2017
The Central Excise Tax Act, 1944 Excise Duty 273 53 FY 2005-06 to Customs, Excise and Service Tax
FY 2009-10 and Appellate Tribunal (“CESTAT”)
FY 2011-12 to
FY 2013-14
The Central Excise Tax Act, 1944 Excise Duty 56 - FY 2008-09 to Commissioner ( Appeals)
FY 2013-14
The Central Excise Tax Act, 1944 Excise Duty 1 - FY 2013-14 Joint Secretary (Revisionary
Authority), Government of India
The Customs Act, 1962 Customs duty 45 45 FY 1994-95, Customs, Excise and Service Tax
FY 2004-05 to Appellate Tribunal (“CESTAT”)
FY 2008-09
The Customs Act, 1962 Customs duty 4 1 FY 2003-04, Commissioner (Appeals)
FY 2005-06,
FY 2007-08,
FY 2008-09,
FY 2010-11,
FY 2011-12,
FY 2013-14 & 2014-
15 & 2017-18 to
2019-20
The Customs Act, 1962 Customs duty 47 -* FY 2012 -16 Karnataka High Court
Goods and Service Tax Act, 2017 GST 59 - FY 2018 -19 Commissioner (Appeals)
Goods and Service Tax Act, 2017 GST 626 - FY 2017-18, Deputy Commissioner
FY 2018-19, FY
2019-20
*Amounts are not presented since the amounts are rounded off to Rs. million
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of
Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion We believe that the audit evidence we have obtained is sufficient and
We have audited the internal financial controls with reference to financial appropriate to provide a basis for our audit opinion on the Company’s
statements of Biocon Limited (“the Company”) as of 31 March 2024 in internal financial controls with reference to financial statements.
conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date. Meaning of Internal Financial Controls with Reference to
Financial Statements
In our opinion, the Company has, in all material respects, adequate internal A company’s internal financial controls with reference to financial statements
financial controls with reference to financial statements and such internal is a process designed to provide reasonable assurance regarding the
financial controls were operating effectively as at 31 March 2024, based on reliability of financial reporting and the preparation of financial statements
the internal financial controls with reference to financial statements criteria for external purposes in accordance with generally accepted accounting
established by such companies/the Company considering the essential principles. A company’s internal financial controls with reference to financial
components of such internal controls stated in the Guidance Note on Audit statements include those policies and procedures that (1) pertain to the
of Internal Financial Controls Over Financial Reporting issued by the Institute maintenance of records that, in reasonable detail, accurately and fairly reflect
of Chartered Accountants of India (the “Guidance Note”). the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
Management’s and Board of Directors’ Responsibilities preparation of financial statements in accordance with generally accepted
for Internal Financial Controls accounting principles, and that receipts and expenditures of the company
The Company’s Management and the Board of Directors are responsible are being made only in accordance with authorisations of management
for establishing and maintaining internal financial controls based on the and directors of the company; and (3) provide reasonable assurance
internal financial controls with reference to financial statements criteria regarding prevention or timely detection of unauthorised acquisition, use, or
established by the Company considering the essential components of disposition of the company’s assets that could have a material effect on the
internal control stated in the Guidance Note. These responsibilities include financial statements.
the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient Inherent Limitations of Internal Financial Controls with
conduct of its business, including adherence to the company’s policies, the Reference to Financial Statements
safeguarding of its assets, the prevention and detection of frauds and errors, Because of the inherent limitations of internal financial controls with
the accuracy and completeness of the accounting records, and the timely reference to financial statements, including the possibility of collusion
preparation of reliable financial information, as required under the Act. or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of
Auditor’s Responsibility any evaluation of the internal financial controls with reference to financial
Our responsibility is to express an opinion on the Company’s internal
statements to future periods are subject to the risk that the internal financial
financial controls with reference to financial statements based on our audit.
controls with reference to financial statements may become inadequate
We conducted our audit in accordance with the Guidance Note and the
because of changes in conditions, or that the degree of compliance with the
Standards on Auditing, prescribed under Section 143(10) of the Act, to the
policies or procedures may deteriorate.
extent applicable to an audit of internal financial controls with reference to
financial statements. Those Standards and the Guidance Note require that we for B S R & Co. LLP
comply with ethical requirements and plan and perform the audit to obtain Chartered Accountants
reasonable assurance about whether adequate internal financial controls Firm’s Registration No.:101248W/W-100022
with reference to financial statements were established and maintained and
if such controls operated effectively in all material respects.
Sudhir Soni
Our audit involves performing procedures to obtain audit evidence about Partner
the adequacy of the internal financial controls with reference to financial Membership No.: 041870
statements and their operating effectiveness. Our audit of internal financial ICAI UDIN:24041870BKGDKU4511
controls with reference to financial statements included obtaining an
understanding of internal financial controls with reference to financial Place: Bengaluru
statements, assessing the risk that a material weakness exists, and testing Date: 16 May 2024
and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of
the standalone financial statements, whether due to fraud or error.
Standalone Statement of Profit & Loss for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(A) Equity share capital March 31, 2024 March 31, 2023
Opening balance 6,003 6,003
Closing balance 6,003 6,003
B. Other equity
Particulars Reserves and surplus Items of other comprehensive income Total other
Standalone Statement of Cash Flows for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Standalone Statement of Cash Flows for the year ended March 31, 2024 (continued)
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
V Effect of exchange differences on cash and cash equivalents held in foreign currency 17 47
VI Cash and cash equivalents at the beginning of the year 1,966 1,110
VII Cash and cash equivalents at the end of the year (IV + V + VI) 1,223 1,966
Reconciliation of cash and cash equivalents as per statement of cash flow
Cash and cash equivalents [Note 13(a)]
Cash on hand - -
Balances with banks - on current accounts 769 1,602
- on unpaid dividend accounts# 5 4
Deposits with banks with original maturity of less than 3 months 449 360
Balance as per statement of cash flows 1,223 1,966
#The Company can utilize these balances only towards settlement of the respective unpaid dividend liabilities.
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities as at March 31, 2024
Opening balance Cash flows Non-cash Closing balance
April 1, 2023 movement March 31, 2024
Borrowings (including current maturities) 12,977 5,000 2,431 20,408
Interest accrued but not due 7 (57) 57 7
Lease liabilities (including current) 35 (13) (2) 20
Total liabilities from financing activities 13,019 4,930 2,486 20,435
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities as at March 31, 2023
Opening balance Cash flows Non-cash Closing balance
April 1, 2022 movement March 31, 2023
Borrowings (including current maturities) 759 11,871 347 12,977
Interest accrued but not due 2 (511) 516 7
Lease liabilities (including current) 10 (14) 39 35
Total liabilities from financing activities 771 11,346 902 13,019
(a) Statement of Cash Flows has been prepared under the indirect method as set out in the Ind AS 7 “Statement of Cash Flows”.
The accompanying notes are an integral part of the standalone financial statements.
Notes to the standalone financial statements for the year ended March 31, 2024
1. Company Overview d) Use of estimates and judgements
1.1 Reporting entity The preparation of the standalone financial statements in
Biocon Limited (“Biocon” or “the Company”), is engaged in the conformity with Ind AS requires Management to make estimates,
manufacture of biotechnology products and research services. The judgements and assumptions. These estimates, judgements
Company is a public limited company incorporated and domiciled in and assumptions affect the application of accounting policies
India and has its registered office in Bengaluru, Karnataka, India. The and the reported amounts of assets and liabilities, the
Company’s shares are listed on the Bombay Stock Exchange (BSE) and disclosures of contingent assets and liabilities at the date of
the National Stock Exchange (NSE) in India. the financial statements and reported amounts of revenues
and expenses during the period. Accounting estimates could
1.2 Basis of preparation of financial statements change from period to period. Actual results could differ from
those estimates. Appropriate changes in estimates are made
a) Statement of compliance
as management becomes aware of changes in circumstances
The standalone financial statements have been prepared in
surrounding the estimates. Changes in estimates are reflected
accordance with Indian Accounting Standards (Ind AS) as per
in the financial statements in the period in which changes are
the Companies (Indian Accounting Standards) Rules, 2015
made and, if material, their effects are disclosed in the notes to
notified under Section 133 of Companies Act, 2013, (the ‘Act’)
the standalone financial statements.
and other relevant provisions of the Act.
These standalone financial statements have been prepared for Judgements
the Company as a going concern on the basis of relevant Ind Information about judgements made in applying accounting
AS that are effective at the Company’s annual reporting date, policies that have the most significant effects on the amounts
March 31, 2024. These standalone financial statements were recognised in the financial statements is included in the
authorised for issuance by the Company’s Board of Directors on following notes:
May 16, 2024.
• Note 2(a) and 36 — Financial instruments;
The Company has a net current asset position of Rs. 20,688
• Note 2(b), 2(c) and 2(d) — Useful lives of property,
million including cash and bank balance of Rs. 5,857 million as at
plant and equipment, intangible assets and
March 31, 2024. The Company and one of its subsidiary, Biocon
investment property;
Biologics Limited had entered into agreements with certain
financial investors which included a put option obligation on • Note 2(p) and 38 — Lease, whether an agreement
the Company to provide exit to the investors. These contractual contains a lease;
put options indicate possible obligations as described in note
34(ii) and note 15(b) to the financial statements. Management • Note 2(m) and 33 — Provision for income taxes and
assessed its financial position as at March 31, 2024, its forecasts related tax contingencies and evaluation of recoverability
for the period of fifteen months from the date of these financial of deferred tax assets.
statements, its ability to re-negotiate the exit terms with • Note 2(k) and 21 — Revenue Recognition: whether
investors, ability to raise funds and support liquidity from its revenue from sale of product and licensing income is
non-current assets. Basis such evaluation, management believes recognised over time or at a point in time;
that the Company has sufficient financial resources available
to it at the date of approval of these financial statements and 1.3 Assumptions and estimation uncertainties
has prepared its financial statements under going concern Information about assumptions and estimation uncertainties that
assumption. have a significant risk of resulting in a material adjustment in the year
ended March 31, 2024 is included in the following notes:
Details of the Company’s material accounting policies are
included in Note 2. — Note 2(h)(ii) – impairment test of non-financial assets; key
assumptions underlying recoverable amounts including the
b) Functional and presentation currency recoverability of expenditure on internally-generated intangible
These standalone financial statements are presented in Indian assets;
rupees (INR), which is also the functional currency of the
Company. All amounts have been rounded-off to the nearest — Note 18 and 33 – recognition of deferred tax assets; uncertain
million, unless otherwise indicated. tax treatment;
— Note 36 – impairment of financial assets: underlaying
c) Basis of measurement
recoverable amount
These standalone financial statements have been prepared
on the historical cost basis (i.e on accrual basis), except for the — Note 17 and 34 – recognition and measurement of provisions
following items: and contingencies: key assumptions about the likelihood and
magnitude of an outflow of resources.
• Certain financial assets and liabilities (including derivative
instruments) are measured at fair value; and 1.4 Measurement of fair values
• Net defined benefit assets/(liability) are measured at fair A number of the Company’s accounting policies and disclosures
value of plan assets, less present value of defined benefit require the measurement of fair values, for both financial and non-
obligations. financial assets and liabilities.
Notes to the standalone financial statements for the year ended March 31, 2024
Fair values are categorised into different levels in a fair value hierarchy Financial assets are not reclassified subsequent to their initial
based on the inputs used in the valuation techniques as follows: recognition, except if and in the period the Company changes
its business model for managing financial assets.
— Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities. A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
— Level 2: inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly (i.e. as — the asset is held within a business model whose objective
prices) or indirectly (i.e. derived from prices). is to hold assets to collect contractual cash flows; and
— Level 3: inputs for the asset or liability that are not based on — the contractual terms of the financial asset give rise on
observable market data (unobservable inputs). specified dates to cash flows that are solely payments
of principal and interest on the principal amount
The Company has an established control framework with respect outstanding.
to the measurement of fair values. This includes a finance team
that has overall responsibility for overseeing all significant fair value A debt investment is measured at FVOCI if it meets both of the
measurements, including Level 3 fair values. following conditions and is not designated as at FVTPL:
The Company regularly reviews significant unobservable inputs and — the asset is held within a business model whose objective
valuation adjustments. If third party information is used to measure is achieved by both collecting contractual cash flows and
fair values, then the finance team assesses the evidence obtained selling financial assets; and
from the third parties to support the conclusion that these valuations
meet the requirements of Ind AS, including the level in the fair value — the contractual terms of the financial asset give rise on
hierarchy in which the valuations should be classified specified dates to cash flows that are solely payments
of principal and interest on the principal amount
When measuring the fair value of an asset or a liability, the Company outstanding.
uses observable market data as far as possible. If the inputs used to
measure the fair value of an asset or a liability fall into different levels of On initial recognition of an equity investment that is not held
the fair value hierarchy, then the fair value measurement is categorised for trading, the Company may irrevocably elect to present
in its entirety in the same level of the fair value hierarchy as the lowest subsequent changes in the investment’s fair value in OCI
level input that is significant to the entire measurement. (designated as FVOCI – equity investment). This election is made
on an investment‑ by‑ investment basis.
The Company recognises transfers between levels of the fair value
hierarchy at the end of the reporting period during which the change All financial assets not classified as measured at amortised
has occurred. cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets. On initial recognition,
Further information about the assumptions made in measuring fair the Company may irrevocably designate a financial asset that
values is included in the following notes: otherwise meets the requirements to be measured at amortised
cost or at FVOCI as at FVTPL if doing so eliminates or significantly
— Note 30 – share based payment arrangements; reduces an accounting mismatch that would otherwise arise.
— Note 4 (a) – investment property; and Equity investments
— Note 2(a) and 36 – financial instruments. All equity investments in scope of Ind AS 109 are measured
at fair value. Equity instruments which are held for trading
2. Material accounting policies and contingent consideration recognised by an acquirer in a
a. Financial instruments business combination to which Ind AS 103 applies are classified
as at FVTPL. For all other equity instruments, the Company may
i. Recognition and initial measurement
make an irrevocable election to present in other comprehensive
Trade receivables and debt securities issued are initially
income subsequent changes in the fair value. The Company
recognised when they are originated. All other financial
makes such election on an instrument-by-instrument basis. The
assets and financial liabilities are initially recognised when the
classification is made on initial recognition and is irrevocable.
Company becomes a party to the contractual provisions of the
If the Company decides to classify an equity instrument as at
instrument.
FVOCI, then all fair value changes on the instrument, excluding
A financial asset or financial liability is initially measured at fair dividends, are recognised in the OCI. There is no recycling of
value plus, for an item not at fair value through profit and loss the amounts from OCI to the Statement of Profit and Loss, even
(FVTPL), transaction costs that are directly attributable to its on sale of investment. However, the Company may transfer the
acquisition or issue. cumulative gain or loss to retained earnings. Equity instruments
included within the FVTPL category are measured at fair value
ii. Classification and subsequent measurement with all changes recognised in the Statement of Profit and Loss.
Financial assets
On initial recognition, a financial asset is classified as measured Investments in subsidiaries
at Equity investments in subsidiaries are carried at cost less
accumulated impairment losses, if any. Where an indication
— amortised cost; of impairment exists,the carrying amount of the investment
is assessed and written down immediately to its recoverable
— Fair value through other comprehensive income (FVOCI)
amount. On disposal of investments in subsidiaries, the
– equity investment; or
difference between net disposal proceeds and the carrying
— Fair value through profit and loss (FVTPL) amounts are recognised in the Statement of Profit and Loss.
Notes to the standalone financial statements for the year ended March 31, 2024
Financial assets: Subsequent measurement and gains and losses Financial liabilities
Financial assets at These assets are subsequently The Company derecognises a financial liability when its
FVTPL measured at fair value. Net gains and contractual obligations are discharged or cancelled, or expire.
losses, including any interest or dividend The Company also derecognises a financial liability when its
income, are recognised in statement of terms are modified and the cash flows under the modified terms
profit and loss. However, see Note 36 are substantially different. In this case, a new financial liability
for derivatives designated as hedging based on the modified terms is recognised at fair value. The
instruments. difference between the carrying amount of the financial liability
Financial assets at These assets are subsequently measured extinguished and the new financial liability with modified terms
amortised cost at amortised cost using the effective is recognised in statement of profit and loss.
interest method. The amortised cost is
reduced by impairment losses. Interest iv. Offsetting
income, foreign exchange gains and Financial assets and financial liabilities are offset and the net
losses and impairment are recognised amount presented in the balance sheet when, and only when,
in statement of profit and loss. Any gain the Company currently has a legally enforceable right to set off
or loss on derecognition is recognised in the amounts and it intends either to settle them on a net basis
statement of profit and loss. or to realise the asset and settle the liability simultaneously.
Equity investments These assets are subsequently
at FVOCI measured at fair value. Dividends are v. Derivative financial instruments and hedge accounting
recognised as income in statement The Company holds derivative financial instruments to hedge
of profit and loss unless the dividend its foreign currency and interest rate risk exposures. Embedded
clearly represents a recovery of part of derivatives are separated from the host contract and accounted
the cost of the investment. Other net for separately if the host contract is not a financial asset and
gains and losses are recognised in OCI certain criteria are met.
and are not reclassified to statement of
Derivatives are initially measured at fair value. Subsequent to
profit and loss.
initial recognition, derivatives are measured at fair value, and
Financial liabilities are classified as measured at amortised cost or changes therein are generally recognised in statement of profit
FVTPL. A financial liability is classified as at FVTPL if it is classified and loss.
as held‑ for‑ trading, or it is a derivative or it is designated as such The Company designates certain derivatives as hedging
on initial recognition. Financial liabilities at FVTPL are measured instruments to hedge the variability in cash flows associated
at fair value and net gains and losses, including any interest with highly probable forecast transactions arising from changes
expense, are recognised in statement of profit and loss. Other in foreign exchange rates and interest rates.
financial liabilities are subsequently measured at amortised
cost using the effective interest method. Interest expense and At inception of designated hedging relationships, the Company
foreign exchange gains and losses are recognised in statement documents the risk management objective and strategy for
of profit and loss. Any gain or loss on derecognition is also undertaking the hedge. The Company also documents the
recognised in statement of profit and loss. economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash
iii. De-recognition of financial instruments flows of the hedged item and hedging instrument are expected
Financial assets to offset each other.
The Company derecognises a financial asset when the vi. Cash flow hedges
contractual rights to the cash flows from the financial asset
expire, or it transfers the rights to receive the contractual cash When a derivative is designated as a cash flow hedging
flows in a transaction in which substantially all of the risks and instrument, the effective portion of changes in the fair value of
rewards of ownership of the financial asset are transferred or in the derivative is recognised in OCI and accumulated in other
which the Company neither transfers nor retains substantially equity under ‘effective portion of cash flow hedges’. The effective
all of the risks and rewards of ownership and does not retain portion of changes in the fair value of the derivative that is
control of the financial asset. recognised in OCI is limited to the cumulative change in fair value
of the hedged item, determined on a present value basis, from
When the Company has transferred its rights to receive inception of the hedge. Any ineffective portion of changes in the
cash flows from an asset or has entered into a pass-through fair value of the derivative is recognised immediately in statement
arrangement, it evaluates if and to what extent it has retained of profit and loss.
the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards If a hedge no longer meets the criteria for hedge accounting
of the asset, nor transferred control of the asset, the Company or the hedging instrument is sold, expires, is terminated or is
continues to recognise the transferred asset to the extent of the exercised, then hedge accounting is discontinued prospectively.
Company’s continuing involvement. In that case, the Company When hedge accounting for cash flow hedges is discontinued,
also recognises an associated liability. The transferred asset and the amount that has been accumulated in other equity remains
the associated liability are measured on a basis that reflects the there until, for a hedge of a transaction resulting in recognition
rights and obligations that the Company has retained. of a non‑financial item, it is included in the non‑financial item’s
Notes to the standalone financial statements for the year ended March 31, 2024
cost on its initial recognition or, for other cash flow hedges, it is b. Property, plant and equipment
reclassified to profit or loss in the same period or periods as the i. Recognition and measurement
hedged expected future cash flows affect profit or loss. Items of property, plant and equipment are measured at cost less
If the hedged future cash flows are no longer expected to occur, accumulated depreciation and accumulated impairment losses,
then the amounts that have been accumulated in other equity if any. The cost of an item of property, plant and equipment
are immediately reclassified to statement of profit and loss. comprises its purchase price including import duty and non
refundable taxes or levies , any other costs directly attributable
vii. Treasury shares to bringing the item to working condition for its intended use,
The Company has created an Employee Welfare Trust (EWT) for and estimated costs of dismantling and removing the item and
providing share-based payment to its employees. Own equity restoring the site on which it is located.
instruments that are reacquired (treasury shares) are recognised
Expenditure incurred on startup and commissioning of the
at cost and deducted from equity. When the treasury shares
project and/or substantial expansion, including the expenditure
are issued to the employees by EWT, the amount received is
incurred on trial runs (net of trial run receipts, if any) up to
recognised as an increase in equity and the resultant gain / (loss)
the date of commencement of commercial production are
is transferred to / from securities premium.
capitalised.If significant parts of an item of property, plant and
viii. Cash and cash equivalents equipment have different useful lives, then they are accounted
Cash and cash equivalents in the balance sheet comprise for as separate items (major components) of property, plant and
cash at banks and on hand and short-term deposits with an equipment.
original maturity of three months or less, which are subject Any gain or loss on disposal of an item of property, plant and
to an insignificant risk of changes in value. For the purpose of equipment is recognised in statement of profit and loss.
the statement of cash flows, cash and cash equivalents consist
of cash and short-term deposits, as defined above, net of Subsequent expenditure is capitalised only if it is probable that
outstanding bank overdrafts as they are considered an integral the future economic benefits associated with the expenditure
part of the Company’s cash management. will flow to the Company and cost can be measured reliably.
Cash dividend to equity holders Advances paid towards acquisition of property, plant and
equipment outstanding at each Balance Sheet date, are shown
The Company recognises a liability to make cash to equity under other non-current assets and cost of assets not ready for
holders when the distribution is authorised and the distribution intended use before the year end, are shown as capital work-
is no longer at the discretion of the Company. As per the in-progress.
corporate laws in India, a distribution is authorised when it is
approved by the shareholders. A corresponding amount is ii. Depreciation
recognised directly in equity. Interim dividends are recorded as Depreciation is calculated on cost of items of property, plant
a liability on the date of declaration by the Company’s Board of and equipment less their estimated residual values over their
Directors. estimated useful lives using the straight-line method. Freehold
land is not depreciated.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Notes to the standalone financial statements for the year ended March 31, 2024
Depreciation on additions (disposals) is provided on a pro-rata Based on technical evaluation and consequent advice, the
basis i.e. from (upto) the date on which asset is ready for use management believes a period of 25 years as representing the
(disposed of ). best estimate of the period over which investment properties
(which are quite similar) are expected to be used. Accordingly,
iii. Reclassification to investment property the Group depreciates investment properties over a period of
When the use of a property changes from owner-occupied to 25 years on a straight-line basis. The useful life estimate of 25
investment property, the property is reclassified as investment years is different from the indicative useful life of relevant type
property at its carrying amount on the date of reclassification. of buildings mentioned in Part C of Schedule II to the Act i.e.
30 years.
c. Intangible assets
Internally generated: Research and development Any gain or loss on disposal of an investment property is
recognised in statement of profit or loss.
Expenditure on research activities is recognised in statement of
profit and loss as incurred. e. Business combination
In accordance with Ind AS 103, Business combinations, the
Development expenditure is capitalised as part of the cost of Company accounts for business combinations after acquisition
the resulting intangible asset only if the expenditure can be date using the acquisition method when control is transferred
measured reliably, the product or process is technically and to the Company. The cost of an acquisition is measured at the
commercially feasible, future economic benefits are probable, fair value of the assets given, equity instruments issued and
and the Company intends to and has sufficient resources to liabilities incurred or assumed at the date of exchange. The
complete development and to use or sell the asset. Otherwise, cost of acquisition also includes the fair value of any contingent
it is recognised in statement of profit and loss as incurred. consideration and deferred consideration, if any. Any goodwill
Subsequent to initial recognition, the asset is measured at that arises is tested annually for impairment. Any gain on a
cost less accumulated amortisation and any accumulated bargain purchase is recognised in OCI and accumulated in
impairment losses. equity as capital reserve if there exists clear evidence of the
underlying reasons for classifying the business combination as
Others resulting in a bargain purchase; otherwise the gain is recognised
Other intangible assets are initially measured at cost. directly in equity as capital reserve. Transaction costs are
Subsequently, such intangible assets are measured at cost less expensed as incurred.
accumulated amortisation and any accumulated impairment
losses. Business combinations between entities under common
control is accounted for at carrying value.
i. Subsequent expenditure
Subsequent expenditure is capitalised only when it increases f. Inventories
the future economic benefits embodied in the specific asset to Inventories are measured at the lower of cost and net realisable
which it relates. All other expenditure, including expenditure on value. The cost of inventories is based on the first-in first-
brands, is recognised in statement of profit and loss as incurred. out formula, and includes expenditure incurred in acquiring
the inventories, production or conversion costs and other
ii. Amortisation costs incurred in bringing them to their present location and
Intangible assets are amortised on a straight line basis over the condition. In the case of manufactured inventories and work-in-
estimated useful life as follows: progress, cost includes an appropriate share of fixed production
overheads based on normal operating capacity.
— Computer software 3-5 years
Provisions are made towards slow-moving and obsolete items
— Marketing and Manufacturing rights 5-10 years based on historical experience of utilisation on a product
category basis, which consideration of product lines and market
— Customer related intangibles 5 years conditions.
— Intellectual property rights 5-10 years Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and
Amortisation method, useful lives and residual values are selling expenses. The net realisable value of work-in-progress
reviewed at the end of each financial year and adjusted if is determined with reference to the selling prices of related
appropriate. finished products.
d. Investment property Raw materials, components and other supplies held for use in
Investment property is property held either to earn rental the production of finished products are not written down below
income or for capital appreciation or for both, but not for cost except in cases where material prices have declined and it
sale in the ordinary course of business, use in the production is estimated that the cost of the finished products will exceed
or supply of goods or services or for administrative purposes. their net realisable value.
Upon initial recognition, an investment property is measured
The comparison of cost and net realisable value is made on an
at cost. Subsequent to initial recognition, investment property
item-by-item basis.
is measured at cost less accumulated depreciation and
accumulated impairment losses, if any.
Notes to the standalone financial statements for the year ended March 31, 2024
g. Foreign currency Transactions and translations: inflows that are largely independent of the cash inflows of other
Foreign currency transactions are translated into the functional assets or CGUs.
currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from Impairment loss recognised in respect of a CGU is allocated first
the settlement of such transactions and from the translation to reduce the carrying amount of any goodwill allocated to the
of monetary assets and liabilities denominated in foreign CGU, and then to reduce the carrying amounts of the other
currencies at balance sheet date exchange rates are generally assets of the CGU (or group of CGUs) on a pro rata basis.
recognised in Statement of Profit and Loss.
An impairment loss in respect of other assets for which
Non-monetary items that are measured at fair value in a foreign impairment loss has been recognised in prior periods, the
currency are translated using the exchange rates at the date Company reviews at each reporting date whether there is any
when the fair value was determined. Translation differences on indication that the loss has decreased or no longer exists. An
assets and liabilities carried at fair value are reported as part of impairment loss is reversed if there has been a change in the
the fair value gain or loss. For example translation estimates used to determine the recoverable amount. Such
a reversal is made only to the extent that the asset’s carrying
differences on non-monetary assets such as equity investments amount does not exceed the carrying amount that would have
classified as FVOCI are recognised in other comprehensive been determined, net of depreciation or amortisation, if no
income (OCI). impairment loss had been recognised.
Notes to the standalone financial statements for the year ended March 31, 2024
fund scheme equal to a specified percentage of the eligible period that the employees unconditionally become entitled to
employee’s salary. Amounts collected under the provident the awards. The amount recognised as expense is based on the
fund plan are deposited with in a government administered estimate of the number of awards for which the related service
provident fund. The Company has no further obligation to the and non-market vesting conditions are expected to be met,
plan beyond its monthly contributions. Company’s contribution such that the amount ultimately recognised as an expense is
to the provident fund is charged to Statement of Profit and Loss. based on the number of awards that do meet the related service
and non-market vesting conditions at the vesting date.
iii. Compensated absences:
The Company has a policy on compensated absences which The grant date fair value of options granted (net of estimated
are both accumulating and non-accumulating in nature. The forfeiture) to employees of the Company is recognised as an
expected cost of accumulating compensated absences is employee expense.
determined by actuarial valuation performed by an independent
actuary at each balance sheet date using the projected unit The Company has adopted the policy to account for Employees
credit method on the additional amount expected to be Welfare Trust as a legal entity separate from the Company but
paid/availed as a result of the unused entitlement that has as a subsidiary of the Company. Any loan from the Company to
accumulated at the balance sheet date. Expense on non- the trust is accounted for as a loan in accordance with its term.
accumulating compensated absences is recognised is the
The expense is recorded for each separately vesting portion
period in which the absences occur.
of the award as if the award was, in substance, multiple
The liability in respect of all defined benefit plans and other awards. The increase in equity recognised in connection with
long term benefits is accrued in the books of account on the share based payment transaction is presented as a separate
basis of actuarial valuation carried out by an independent component in equity under “share based payment reserve”.
actuary using the Projected Unit Credit Method. The obligation The amount recognised as an expense is adjusted to reflect the
is measured at the present value of estimated future cash flows. actual number of stock options that vest. For the option awards,
The discount rates used for determining the present value of grant date fair value is determined under the option-pricing
obligation under defined benefit plans, is based on the market model (Black-Scholes-Merton). Forfeitures are estimated at the
yields on Government securities as at the Balance Sheet date, time of grant and revised, if necessary, in subsequent periods if
having maturity periods approximating to the terms of related actual forfeitures materially differ from those estimates.
obligations.
j. Provisions (other than for employee benefits)
Remeasurement gains and losses on other long term benefits A disclosure for a contingent liability is made when there is
are recognised in the Statement of Profit and Loss in the year in a possible obligation or a present obligation that may, but
which they arise. Remeasurement gains and losses in respect of probably will not, require an outflow of resources. When there is
all defined benefit plans arising from experience adjustments a possible obligation or a present obligation in respect of which
and changes in actuarial assumptions are recognised in the the likelihood of outflow of resources is remote, no provision or
period in which they occur, directly in other comprehensive disclosure is made.
income. They are included in other equity in the Statement of
Changes in Equity and in the Balance Sheet. Changes in the A provision is recognised if, as a result of a past event, the
present value of the defined benefit obligation resulting from Company has a present legal or constructive obligation that
plan amendments or curtailments are recognised immediately can be estimated reliably, and it is probable that an outflow
in profit or loss as past service cost. Gains or losses on the of economic benefits will be required to settle the obligation.
curtailment or settlement of any defined benefit plan are Provisions are determined by discounting the expected future
recognised when the curtailment or settlement occurs. Any cash flows (representing the best estimate of the expenditure
differential between the plan assets (for a funded defined required to settle the present obligation at the balance sheet
benefit plan) and the defined benefit obligation as per actuarial date) at a pre-tax rate that reflects current market assessments
valuation is recognised as a liability if it is a deficit or as an asset if of the time value of money and the risks specific to the liability.
it is a surplus (to the extent of the lower of present value of any The unwinding of the discount is recognised as finance cost.
economic benefits available in the form of refunds from the plan Expected future operating losses are not provided for.
or reduction in future contribution to the plan).
Onerous contracts
Past service cost is recognised as an expense in the Statement
of Profit and Loss on a straight-line basis over the average period A contract is considered to be onerous when the expected
until the benefits become vested. To the extent that the benefits economic benefits to be derived by the Company from the
are already vested immediately following the introduction of, contract are lower than the unavoidable cost of meeting its
or changes to, a defined benefit plan, the past service cost is obligations under the contract. The provision for an onerous
recognised immediately in the Statement of Profit and Loss. contract is measured at the present value of the lower of the
Past service cost may be either positive (where benefits are expected cost of terminating the contract and the expected net
introduced or improved) or negative (where existing benefits cost of continuing with the contract. Before such a provision
are reduced). is made, the Company recognises any impairment loss on the
assets associated with that contract.
iv. Share-based compensation
The grant date fair value of equity settled share-based payment k. Revenue from contracts with customers
awards granted to employees is recognised as an employee i. Sale of goods
expense, with a corresponding increase in equity, over the Revenue is recognised when a promise in a customer contract
Notes to the standalone financial statements for the year ended March 31, 2024
(performance obligation) has been satisfied by transferring requires some judgement. Depending on the conclusion, this
control over the promised goods to the customer. Control over may result in all revenue being calculated at inception and
a promised goods refers to the ability to direct the use of, and either being recognised at point in time or spread over the
obtain substantially all of the remaining benefits from, those term of a longer performance obligation. Where performance
goods. Control is usually transferred upon shipment, delivery obligations may not be distinct, this will bundled with the
to, upon receipt of goods by the customer, in accordance with subsequent product supply obligations. The new standard
the delivery and acceptance terms agreed with the customers. provides an exemption for sales-based royalties for licenses of
However, in certain cases, revenue is recognized on sale of intellectual property which will continue to be recognised as
products where shipment is on hold at specific request of the revenue as underlying sales are incurred.
customer provided performance obligation conditions has
been satisfied and control is transferred, with customer taking The Company recognises a deferred income (contract liability)
title of the goods. The amount of revenue to be recognised if consideration has been received (or has become receivable)
(transaction price) is based on the consideration expected to be before the company transfers the promised goods or services
received in exchange for goods, excluding amounts collected to the customer. Deferred income mainly relates to remaining
on behalf of third parties such as goods and services tax or other performance obligations in (partially) unsatisfied long-term
taxes directly linked to sales. If a contract contains more than contracts or are related to amounts the Company expects
one performance obligation, the transaction price is allocated to receive for goods and services that have not yet been
to each performance obligation based on their relative stand- transferred to customers under existing, non-cancellable or
alone selling prices. Revenue from product sales are recorded otherwise enforceable contracts.
net of allowances for estimated rebates, cash discounts and
estimates of product returns, all of which are established at the Contract assets are recognised when there is excess of revenue
time of sale. earned over billings on contracts. Contract assets are classified
as unbilled receivables (only act of invoicing is pending) when
For contracts with distributors, no sales are recognised when there is unconditional right to receive cash, and only passage of
goods are physically transferred to the distributor under a time is required, as per contractual terms.
consignment arrangement, or if the distributor acts as an agent.
In such cases, sales are recognised when control over the goods iii. Royalty income and profit share
transfers to the end-customer, and distributor’s commissions are The Royalty income and profit share earned through a License
presented within marketing and distribution. or collaboration partners is recognised as the underlying sales
are recorded by the Licensee or collaboration partners.
The consideration received by the Company in exchange for
its goods may be fixed or variable. Variable consideration is iv. Sales Return Allowances
only recognised when it is considered highly probable that a The Company accounts for sales return by recording an
significant revenue reversal will not occur once the underlying allowance for sales return concurrent with the recognition of
uncertainty related to variable consideration is subsequently revenue at the time of a product sale. The allowance is based on
resolved. Company’s estimate of expected sales returns. The estimate of
sales return is determined primarily by the Company’s historical
ii. Milestone payments and out licensing arrangements experience in the markets in which the Company operates.
The Company enters into certain dossier sales, licensing and
v. Dividends
supply arrangements that, in certain instances, include certain
Dividend is recognised when the Company’s right to receive the
performance obligations. Based on an evaluation of whether or
payment is established, which is generally when shareholders
not these obligations are inconsequential or perfunctory, the
approve the dividend.
Company recognise or defer the upfront payments received
under these arrangements. vi. Rental income
Rental income from investment property is recognised in
Income from out-licensing agreements typically arises from the
statement of profit and loss on a straight-line basis over the term
receipt of upfront, milestone and other similar payments from
of the lease except where the rentals are structured to increase
third parties for granting a license to product- or technology-
in line with expected general inflation. Lease incentives granted
related intellectual property (IP). These agreements may
are recognised as an integral part of the total rental income, over
be entered into with no further obligation or may include
the term of the lease.
commitments to regulatory approval, co-marketing or
manufacturing. These may be settled by a combination of vii. Contribution received from customers/co-development
upfront payments, milestone payments and other fees. These partners towards plant and equipment
arrangements typically also consist of subsequent payments Contributions received from customers/co-development
dependent on achieving certain milestones in accordance with partners towards items of property, plant and equipment
the terms prescribed in the agreement. Milestone payments which require an obligation to supply goods to the customer
which are contingent on achieving certain clinical milestones in the future, are recognised as a credit to deferred revenue. The
are recognised as revenues either on achievement of such contribution received is recognised as revenue from operations
milestones, if the milestones are considered substantive, or over over the useful life of the assets. The Company capitalises the
the period we have continuing performance obligations, if the gross cost of these assets as the Company controls these assets.
milestones are not considered substantive. Whether to consider
these commitments as a single performance obligation or viii. Interest income and expense
separate ones, or even being in scope of Ind-AS 115‘Revenues Interest income or expense is recognised using the effective
from Contracts with Customers, is not straightforward and interest method.
Notes to the standalone financial statements for the year ended March 31, 2024
l. Government grants to realise the asset and settle the liability simultaneously.
The Company recognises government grants at their fair value
only when there is reasonable assurance that the conditions Unrecognised deferred tax assets are reassessed at each
attached to them will be complied with, and the grants will be reporting date and recognised to the extent that it has become
received. Government grants received in relation to assets are probable that future taxable profits will be available against
recognised as deferred income and amortised over the useful life which they can be used.
of such asset. Government grants, which are revenue in nature
are either recognised as income or deducted in reporting the n. Borrowing cost
related expense based on the terms of the grant, as applicable.
Borrowing costs are interest and other costs (including exchange
differences relating to foreign currency borrowings to the
m. Income taxes extent that they are regarded as an adjustment to interest costs)
Income tax comprises of current and deferred income tax.
incurred in connection with the borrowing of funds. Borrowing
Income tax expense is recognised in statement of profit and loss
costs directly attributable to acquisition or construction of an
except to the extent that it relates to an item recognised directly
asset which necessarily take a substantial period of time to get
in equity in which case it is recognised in other comprehensive
ready for their intended use are capitalised as part of the cost of
income. Current income tax for current year and prior periods
that asset. Other borrowing costs are recognised as an expense
is recognised at the amount expected to be paid or recovered
in the period in which they are incurred.
from the tax authorities, using the tax rates and laws that have
been enacted or substantively enacted by the balance sheet Qualifying assets are assets that necessarily take a substantial
date. period of time to get ready for their intended use or sale.
Current tax assets and liabilities are offset only if there is a legally o. Earnings per share
enforceable right to set off the recognised amounts, and it is
intended to realise the asset and settle the liability on a net basis Basic earnings per share is computed using the weighted
or simultaneously. average number of equity shares outstanding during the period
adjusted for treasury shares held. Diluted earnings per share is
Deferred income tax assets and liabilities are recognised for computed using the weighted-average number of equity and
all temporary differences arising between the tax bases of dilutive equivalent shares outstanding during the period, using
assets and liabilities and their carrying amounts in the financial the treasury stock method for options and warrants, except
statements except when: where the results would be anti-dilutive.
— temporary differences arising on the initial recognition of p. Leases
assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor (i) The Company as lessee:
taxable profit or loss at the time of transaction; and
The Company assesses whether a contract contains a lease, at
— temporary differences related to investments in the inception of contract. A contract is, or contains, a lease if the
subsidiaries, associates and joint arrangements to the contract conveys the right to control the use of an identified
extent that the Company is able to control the timing of asset for a period of time in exchange for consideration. To
the reversal of the temporary differences and it is probable assesses whether a contract conveys the right to control use of
that they will not reverse in the foreseeable future. an identified asset, the Company assesses whether:
Deferred tax assets are reviewed at each reporting date and • The contract involves use of an identified asset;
are reduced to the extent that it is no longer probable that the
related tax benefit will be realised. • The Company has substantially all the economic benefits
from the use of the asset through the period of lease; and
Deferred tax assets (DTA) in accordance with the tax laws in
India, which is likely to give future economic benefits in the form • The Company has the right to direct the use of an asset.
of availability of set off against future income tax liability.
At the date of commencement of lease, the Company
Deferred income tax assets and liabilities are measured using recognises a Right-of-use asset (“ROU”) and a corresponding
the tax rates and laws that have been enacted or substantively liability for all lease arrangements in which it is a lessee, except
enacted by the balance sheet date and are expected to apply for leases with the term of twelve months or less (short term
to taxable income in the years in which those temporary leases) and low value leases. For short term and low value leases,
differences are expected to be recovered or settled. The effect of the Company recognises the lease payment as an operating
changes in tax rates on deferred income tax assets and liabilities expense on straight line basis over the term of lease. Certain
is recognised as income or expense in the period that includes lease agreements include an option to extend or terminate the
the enactment or substantive enactment date. A deferred lease before the end of lease term. ROU assets and the lease
income tax assets is recognised to the extent it is probable liabilities includes these options when it is reasonably certain
that future taxable income will be available against which the that they will be exercised.
deductible temporary timing differences and tax losses can be
utilised. The Company offsets income-tax assets and liabilities, Right-of-use assets are depreciated from the commencement
where it has a legally enforceable right to set off the recognised date on a straight-line basis over the shorter of the lease term
amounts and where it intends either to settle on a net basis, or and useful life of the underlying asset. Right-of-use assets are
Notes to the standalone financial statements for the year ended March 31, 2024
evaluated for recoverability whenever events or changes in All other assets are classified as non-current.
circumstances indicate that their carrying amounts may not
be recoverable. For the purpose of impairment testing, the A liability is classified as current when –
recoverable amount (i.e., higher of fair value less cost to sell
and the value-in-use) is determined on individual asset basis • it expects to settle the liability, or consume it, in its normal
unless the asset does not generate cash flows that are largely operating cycle;
independent of those from other assets. In such cases, the
recoverable amount is determined for the Cash Generating Unit • it holds the liability primarily for the purpose of trading;
(CGU) to which the asset belongs.
• the liability is due to be settled within twelve months after
The lease liability is initially measured at amortised cost at the the reporting period; or
present value of the future lease payments. The lease payments
• it does not have an unconditional right to defer
are discounted using the interest rate explicit in the lease or, if
settlement of the liability for at least twelve months after
not readily determinable, using the incremental borrowing rates
the reporting period. Terms of a liability that could, at the
in the country of domicile of these leases. Lease liabilities are
option of the counterparty, result in its settlement by the
remeasured with a corresponding adjustment to the related
issue of equity instruments do not affect its classification.
right-of- use assets if the Company changes its assessment if
whether it will exercise an extension or a termination of option.
All other liabilities are classified as non-current.
Lease liability and ROU asset have been separately presented in
The operating cycle is the time between the acquisition of
the Balance Sheet and the lease payments have been classified
assets for processing and their realisation in cash and cash
as financing cash flows.
equivalents. The Company has identified twelve months as its
operating cycle.
(ii) The Company as a Lessor:
r. Exceptional items
Leases for which the Company is a lessor is classified as a finance
or operating lease. Whenever the terms of the lease transfer
Exceptional items refer to items of income or expense within
substantially all the risk and rewards of ownership to the lessee,
the statement of profit and loss from ordinary activities which
the contract is classified as finance lease. All other leases are
are non-recurring and are of such size, nature or incidence that
classified as operating lease.
their separate disclosure is considered necessary to explain the
performance of the Company.
q. Operating cycle
s. Recent pronouncements
The Company classifies an asset as current asset when:
Ministry of Corporate Affairs (“MCA”) notifies new standards
• it expects to realise the asset, or intends to sell or consume
or amendments to the existing standards under Companies
it, in its normal operating cycle;
(Indian Accounting Standards) Rules as issued from time to
• it holds the asset primarily for the purpose of trading; time. For the year ended March 31, 2024, MCA has not notified
any new standards or amendments to the existing standards
• it expects to realise the asset within twelve months after applicable to the Company.
the reporting period; or
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Accumulated depreciation
At April 01, 2022 - 1,843 3 9,492 919 427 62 12,746 -
Depreciation for the year - 185 - 764 48 23 12 1,032 -
Disposals/transfers - - (18) (13) - (15) (46) -
At March 31, 2023 - 2,028 3 10,238 954 450 59 13,732 -
Depreciation for the year - 190 - 811 46 33 10 1,090 -
Disposals/transfers - (1) - (87) (1) - (21) (110) -
At March 31, 2024 - 2,217 3 10,962 999 483 48 14,712 -
Net carrying amount
At March 31, 2023 625 2,394 - 4,990 233 138 45 8,425 3,289
At March 31, 2024 625 2,442 - 4,982 256 120 38 8,463 5,450
(c) Relevant line item Description Gross Title deeds held Whether title deed Property held Reason for not being held in
in the Balance of item of carrying in the name of holder is a promoter, since which the name of the Company
sheet property value director or relative date
of promoter/director
or employee of
promoter/director
Property, plant and Freehold Land 35 Telangana NA November 30, The land will be transferred
equipment State Industrial 2015 to the Company once certain
Infrastructure terms and conditions of the
Corporation sale agreement are complied
limited with which is currently pending.
There is no dispute.
(d) The Company capitalises its cost of general borrowings at the rates mentioned in note 15. Borrowing costs capitalised during the year amounted to Rs.
467 (March 31, 2023 - Rs. 155).
(e) Refer note 15 for assets pledged as security.
(f ) Capital work-in-progress comprises of the Active Pharmaceutical Ingrediant (API) manufacturing unit being set up in India
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Accumulated depreciation
At April 01, 2022 6 3 27 36
Disposals/transfer - - (12) (12)
Depreciation for the year 1 - 10 11
At March 31, 2023 7 3 25 35
Disposals/transfer - - -
Depreciation for the year 1 - 10 11
At March 31, 2024 8 3 35 46
Net carrying amount
At March 31, 2023 367 - 35 402
At March 31, 2024 366 - 25 391
Accumulated amortisation
At April 01, 2022 81 398 288 77 844 -
Disposals - - - - - -
Amortisation for the year - 80 6 - 86 -
At March 31, 2023 81 478 294 77 930 -
Disposals - - - - - -
Amortisation for the year - 70 - - 70 -
At March 31, 2024 81 548 294 77 1,000 -
Net carrying amount
At March 31, 2023 - 167 - - 167 146
At March 31, 2024 - 150 - - 150 146
Refer note 34 (ii)(a) for disclosure of contractual commitments for the acquisition of other intangible assets.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
6. Non-current investments
March 31, 2024 March 31, 2023
I. Quoted equity instruments
In subsidiary company at cost:
Syngene International Limited - 220,277,055 (March 31, 2023 - 220,277,055) equity shares of Rs 10 each 20,846 20,846
In others at fair value through other comprehensive income:
Vaccinex Inc.,USA - 1,425 (March 31, 2023 - 299,226) common stock of USD 0.0001 each [refer note (a) 1 10
below]
Total quoted non-current investments 20,847 20,856
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
7. Loans
March 31, 2024 March 31, 2023
Unsecured considered good
(a) Non-current
Loans to related parties [refer note 32] - -
- -
(b) Current
Loans to related parties [refer note 32] - -
- -
Loans to related parties comprise loans to the following:
(i) Biocon Biosphere Limited - -
Maximum amount outstanding during the year 452 200
(ii) Biofusion Therapeutics Limited - -
Maximum amount outstanding during the year - 223
Loans are granted to related parties (as defined under Companies Act, 2013) that are repayable on demand:
March 31, 2024 March 31, 2023
Name of borrower Amount of loan Percentage to the Amount of loan Percentage to the
outstanding total Loans outstanding total Loans
(i) Biocon Biosphere Limited - 0% - 0%
(ii) Biofusion Therapeutics Limited - 0% - 0%
9. Other assets
March 31, 2024 March 31, 2023
(Unsecured considered good, unless otherwise stated)
(a) Non-current
Capital advances 166 70
Duty drawback receivables 74 89
Balances with statutory/government authorities 418 223
Prepayments 65 54
723 436
(b) Current
Advance to suppliers 121 177
Balances with statutory/government authorities 1,051 811
Prepayments 265 220
1,437 1,208
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
10. Inventories
March 31, 2024 March 31, 2023
Raw materials, including goods-in-transit* 1,913 1,865
Packing materials 22 15
Work-in-progress 4,469 3,468
Finished goods 243 253
6,647 5,601
* includes goods in-transit Rs. 340 (March 31, 2023 - Rs 241)
Write-down of inventories to net realisable value amounted to Rs. 210 (March 31, 2023 - Rs 197). These were recognised as an expense during the year and
included in ‘changes in inventories of finished goods and work-in-progress’ in the statement of profit and loss.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity shares March 31, 2024 March 31, 2023
No. of shares Rs. No. of shares Rs.
At the beginning of the year 1,200,600,000 6,003 1,200,600,000 6,003
Equity share capital issued during the year - - - -
Outstanding at the end of the year 1,200,600,000 6,003 1,200,600,000 6,003
(ii) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs 5 per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian Rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of
all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) Details of shareholders holding more than 5% shares in the Company
March 31, 2024 March 31, 2023
No. % holding No. % holding
Equity shares of Rs 5 each fully paid
Kiran Mazumdar-Shaw 484,581,970 40.36% 476,136,622 39.66%
Glentec International Limited 237,211,164 19.76% 237,211,164 19.76%
As per records of the Company, including its register of shareholders/members, the above shareholding represents both legal and beneficial ownerships
of shares.
(iv) Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date:
Year ended March 31
2024 2023 2022 2021 2020
Equity shares of Rs 5 each - - - - 600,000,000
The Company had allotted 600,000,000 equity shares of Rs 5 each fully paid up as bonus shares on June 19, 2019 in the ratio of 1:1 (one equity shares of
Rs 5 each for every one equity share of Rs 5 each held in the Company as on the record date i.e. June 13, 2019) by capitalisation of securities premium
and general reserve.
(v) Shares reserved for issue under options
For details of shares reserved for issue under the Share based payment plan of the Company, please refer note 30.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
15. Borrowings
March 31, 2024 March 31, 2023
Non-current
Loans from banks (secured)
Term loan [refer note (a) below] 2,084 2,055
Non-convertible debenture [refer note (b) below] 18,324 10,922
20,408 12,977
(a) The Company has external commercial borrowing (ECB) from Bank repayable in 3 yearly instalments commencing from June 15, 2025 and carry interest
@ SOFR + agreed spread per annum. The loan is secured by exclusive charge on the property, plant and equipment created out of the term loan facility.
(b) During the year ended March 31, 2023, the Company has issued 107,000 redeemable Non-Convertible Debentures (NCD) in 3 series each having a face
value of Rs 1,00,000 with a minimum return of 12% per annum plus agreed variable coupon payable upon redemption. The variable coupon is linked to
the equity share price of a subsidiary. Tenure of the NCD is 5 years from the date of allotment or earlier based on put option terms requiring the company
to provide exit to the lender if exit terms do not occur by the specified date in the agreement. The agreement also has drag along rights allowing the
lender to seek redemption of NCD if the put option as described in note 34 (ii) is exercised. The NCD are secured by way of pledge over 38,113,557 equity
shares of a subsidiary held by the Company. The NCD proceeds were utilised for repayment of mezzanine borrowing which was raised for investing in
the subsidiary.
During the current year, the Company has issued 50,000 redeemable Non-Convertible Debentures (NCD) having a face value of Rs 1,00,000 with a
minimum return of 12% per annum plus agreed variable coupon payable upon redemption. The variable coupon is linked to the equity share price
of a subsidiary. Tenure of the NCD is 4 years from the date of allotment or earlier based on put option terms requiring the company to provide exit
to the lender if exit terms do not occur by the specified date in the agreement. The agreement also has drag along rights allowing the lender to seek
redemption of NCD if the put option as described in note 34 (ii) is exercised. The NCD are secured by way of pledge over 17,810,073 equity shares
of a subsidiary held by the Company. The NCD proceeds were utilised for repayment of mezzanine borrowing which was raised for investing in the
subsidiary.
(c) Working capital loan availed during the year of Rs. 300 at 7.85% p.a and repaid as on 31st March 2024.
(d) The Company’s exposure to liquidity, interest rate and currency risks are disclosed in note 36.
17. Provisions
March 31, 2024 March 31, 2023
(a) Non-current
Provision for employee benefits
Gratuity [refer note 35] 283 254
283 254
(b) Current
Provision for employee benefits
Gratuity [refer note 35] 112 100
Compensated absences 209 182
321 282
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(b) Disclosure required under Clause 22 of Micro, Small and Medium Enterprise Development
(‘MSMED’) Act, 2006
(i) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of
each year.
Principal amount due to micro and small enterprises 428 294
Interest due on the above -* -*
(ii) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006 along -
with the amounts of the payment made to the supplier beyond the appointed day during each
accounting year.
(iii) The amount of interest due and payable for the period of delay in making payment (which has been 9 3
paid but beyond appointed day during the year) but without adding the interest specified under the
MSMED Act, 2006.
(iv) The amount of interest accrued and remaining un-paid at the end of each accounting year. - -
(v) The amount of further interest remaining due and payable even in the succeeding years, until such 12 3
date when the interest dues as above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.
The above disclosures are provided by the Company based on the information available with the Company in respect of the registration status of its vendors/
suppliers.
(c) All Trade Payables are ‘current’. The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in note 36.
* Amounts are not presented since the amounts are rounded off to Rupees million.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Grant IX
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
Grant X
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
The average market price of the Company’s share during the year ended March 31, 2024 is Rs. 248 (March 31, 2023 - Rs. 289) per share .
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Particulars
Summary of movement in respect of shares held by ESOP Trust is as follows:
Opening balance 6,612,268 7,520,315
Add: Shares purchased by the ESOP trust - 2,000,000
Add: Shares issued by the Company - -
Less: Shares exercised by employees (2,817,150) (2,908,047)
Closing balance 3,795,118 6,612,268
Options granted and eligible for exercise at end of the year 979,872 1,968,034
Options granted but not eligible for exercise at end of the year 1,742,498 3,431,265
Summary of movement in respect of equity shares of Syngene held by the RSU Trust is as
follows:
Opening balance 1,091,447 1,178,733
Less: Shares exercised by employees - (87,286)
Closing balance 1,091,447 1,091,447
Options granted and eligible for exercise at end of the year - 11,504
Options granted but not eligible for exercise at end of the year - -
Summary of movement in respect of equity shares of BBIL held by the RSU Trust is as follows:
Opening balance 10,809,520 10,809,520
Add: Shares purchased by the RSU Trust from Biocon Limited - -
Closing balance 10,809,520 10,809,520
Options granted and eligible for exercise at end of the year - -
Options granted but not eligible for exercise at end of the year 5,143,254 6,169,619
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Subsidiaries
Syngene International Limited Subsidiary
Syngene USA Inc. Wholly-owned subsidiary of Syngene International Limited
Biocon Pharma Limited Wholly-owned subsidiary
Biocon Biologics Limited Subsidiary
(Formely known as Biocon Biologics India Limited)
Biocon Academy Wholly-owned subsidiary
Biocon SA Wholly-owned subsidiary
Biocon Biologics UK Limited Wholly-owned subsidiary of Biocon Biologics Limited
(Formely known as Biocon Biologics Limited)
Biocon FZ LLC Wholly-owned subsidiary
Biocon Biologics Healthcare Malaysia Sdn Bhd Wholly-owned subsidiary of Biocon Biologics UK Limited
(Formely known as Biocon Healthcare Sdn Bhd)
Biocon Biosphere Limited Wholly-owned subsidiary
Biocon Pharma Inc Wholly-owned subsidiary of Biocon Pharma Limited
Biocon Sdn.Bhd. Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Pharma Ireland Limited Wholly-owned subsidiary of Biocon Pharma Limited
Biocon Pharma UK Limited Wholly-owned subsidiary of Biocon Pharma Limited
Biocon Biologics Inc. USA Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Biologics FZ LLC Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Biologics Do Brasil Ltda Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Pharma Malta Limited Wholly-owned subsidiary of Biocon Pharma Limited
Biocon Pharma Malta I Limited Wholly-owned subsidiary of Biocon Pharma Limited
Biocon Generics Inc Wholly-owned subsidiary of Biocon Pharma Limited
Biofusion Therapeutics Limited Wholly-owned subsidiary [refer note 47 (a)]
Syngene Manufacturing Solutions Limited Wholly-owned subsidiary of Syngene International Limited
Syngene Scientific Solutions Limited Wholly-owned subsidiary of Syngene International Limited
Biosimilars Newco Limited Wholly-owned subsidiary of Biocon Biologics Limited
Biosimilar Collaboration Ireland Limited Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Biologics Canada Inc. Wholly-owned subsidiary of Biocon Biologics UK Limited
Biocon Biologics Germany GmbH Wholly-owned subsidiary of Biocon Biologics UK Limited
Associate
Bicara Therapeutics Inc. Associate (upto December 12, 2023)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Associate Expenses incurred on behalf of the related party [refer note (a)] 5 -
Provision reversal for Expected credit loss 267 -
Interest income - -
Outstanding as at the year end:
- Trade and other receivables - 397
- Provision for Expected credit loss - 397
Joint venture Expenses incurred on behalf of the related party [refer note (a)] - -
Outstanding as at the year end:
- Trade and other receivables - -
(a) Expenses incurred on behalf of the related party include Salary cost, ESOP cost and amount paid on behalf of the related party to vendors.
(b) The Company’s SEZ Developer division has entered into agreements to lease land and provide certain facilities such as power, utilities etc. to SEZ units of
Biocon Biologics Limited, Biocon Pharma Limited and Syngene International Limited, in respect of which the Company recovers rent and facilities usage
charges.
(c) The above disclosures include related parties as per Ind AS 24 on “Related Party Disclosures”.
(d) The remuneration to key management personnel doesn’t include the provisions made for gratuity and compensated absences amounting to Rs 13
(March 31, 2023: Rs 4), as they are obtained on an actuarial basis for the Company as a whole.
(e) Share based compensation expense allocable to key management personnel is Rs 59 (March 31, 2023 - Rs 75), which is not included in the remuneration
disclosed above.
(f ) All transactions with these related parties are priced on an arm’s length basis and none of the balances are secured.
(g) The loans to related parties is presented net of repayments due to multiple transactions. Loans repaid includes loan subsequently converted into
preference shares. The loan given to subsidiaries are for Business purposes and interest rates are at arm’s length. The Loans are payable on demand
(h) Trade receivables from related parties have a credit period of 30 - 60 days.
(i) As stated in note 15(b) the Company has issued 50,000 Non-Convertible Debentures (NCD). Simultaneously, the Company entered into a debenture
subscription agreement with Biocon Biologics Limited, a subsidiary of the company to subscribe Optionally Convertible Debenture (“OCD”) on the same
terms and conditions as of the original agreement with the lender. An interest income of Rs. 704 has been accrued for the year ended March 31, 2024.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
33. Tax expense
(a) Amount recognised in Statement of profit and loss
Year ended Year ended
March 31, 2024 March 31, 2023
Current tax 151 256
Deferred tax expense/(income) related to:
MAT credit written off / utilisation - 1,071
Origination and reversal of temporary differences: 159 (99)
Tax expense for the year 310 1,228
(b) Reconciliation of effective tax rate
Profit before tax and exceptional item 1,358 1,084
Add: Exceptional items, net 145 28,628
Profit before tax 1,503 29,712
Tax at statutory income tax rate 25.17% (March 31, 2023 - 25.17%)* 378 7,479
Tax effects of amounts which are not deductible/(taxable) in calculating taxable income:
Exempt income and other deductions (119) (7,331)
MAT credit written off* - 1,071
Non-deductible expense 17 22
Reversal of provision for tax for earlier years 5 18
Deferred tax impact on rate change - (42)
Others 29 11
Income tax expense 310 1,228
* Effective April 1, 2022, the Company has decided to select its option to adopt the new tax regime notified u/s 115BAA of the Income Tax Act, 1961.
Consequently, the Company has written off Minimum Alternate Tax (MAT) balance of Rs. 1,071 million in the previous year, which can no longer be carried
forward.
(c) Recognised deferred tax assets and liabilities
The following is the movement of deferred tax assets/liabilities presented in the balance sheet
For the year ended March 31, 2024 Opening balance Recognised in Recognised Closing
profit or loss in OCI balance
Deferred tax liabilities
Property, plant and equipment, investment property and intangible 177 72 - 249
assets
Derivative liabilities 44 - 3 47
Gross deferred tax liabilities 221 72 3 296
Deferred tax assets
Defined benefit obligations 168 (3) 5 170
Allowance for doubtful debts 110 (93) - 17
Other disallowable expenses 73 5 - 78
Deferred revenue 17 - - 17
Others 81 4 3 88
Gross deferred tax assets 449 (87) 8 370
Net deferred tax assets 228 (159) 5 74
For the year ended March 31, 2023 Opening balance Recognised Recognised in Closing
profit or loss in OCI balance
Deferred tax liability
Property, plant and equipment, investment property and intangible 342 (165) - 177
assets
Derivative liabilities 54 (7) (3) 44
Gross deferred tax liabilities 396 (172) (3) 221
Deferred tax assets
Defined benefit obligations 242 (66) (8) 168
Allowance for doubtful debts 82 28 - 110
Other disallowable expenses 93 (20) - 73
MAT credit entitlement 1,071 (1,071) - -
Deferred revenue 24 (7) - 17
Others 84 (8) 5 81
Gross deferred tax assets 1,596 (1,144) (3) 449
Net deferred tax assets 1,200 (972) - 228
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
34. Contingent liabilities and commitments
(to the extent not provided for)
March 31, 2024 March 31, 2023
(i) Contingent liabilities
(a) Claims against the Company not acknowledged as debt 3,865 2,149
The above includes
(i) Direct taxation 2,098 1,058
(ii) Indirect taxation (includes matters pertaining to disputes on central excise, custom duty, 1,419 743
service tax, VAT, CST, Entry tax and GST)
(iii) Other matters 348 348
The Company is subject to complexities with respect to various tax positions on deductibility of transactions and availability of tax incentives/
exemptions, impact of group restructuring and on cross border transfer pricing arrangements. Judgment is required in assessing the range of
possible outcomes for some of these tax matters, which could change over time as each of the matter progresses depending on experience on
actual assessment proceedings by tax authorities and other judicial precedents. Based on its internal assessment supported by external legal counsel
views, if any, the Company believes that it will be able to sustain its positions if challenged by the authorities and accordingly no additional provision
is required for these matters.
Other than the matter disclosed above, the Company is involved in disputes, lawsuits, proceedings etc. including patent and commercial matters
that arise from time to time in the ordinary course of business. Management is of the view that above matters are not tenable and will not have any
material adverse effect on the Company’s financial position and results of operations..
(b) Guarantees:
(i) Corporate guarantees given in favour of the Central Excise Department in respect of
certain performance obligations of the subsidiaries
Syngene International Limited - 148
(ii) Corporate guarantees given in favour of banks towards loans obtained by subsidiaries/ 5,251 4,520
step - down subsidiaries
Movement in corporate guarantee during the year:
As at Given Withdrawn/ Exchange As at
Particulars April 01, 2023 during the Cancelled during rate March 31, 2024
year the year movement
Syngene International Limited 148 - 148 - -
Biocon Biosphere Limited (Refer note a) 4,109 - - 58 4,167
Biocon Pharma Inc (Refer note b) 411 - - 6 417
Biocon Generics Inc (Refer note c) - 658 - 9 667
Total 4,668 658 148 73 5,251
a) Corporate guarantee given against loan obtained by subsidiary for development of new manufacturing facility.
b) Corporate guarantee given against loan obtained by subsidiary for working capital purpose.
c) Corporate guarantee given against loan obtained by subsidiary for Capital expenditure
The corporate guarantees given are at arm’s length prices.
(ii) Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances
- Towards property plant and equipments 2,137 731
- Others - -
(b During FY 2019-20, the Company and Biocon Biologics Limited had entered into an agreement with Active Pine LLP (‘Investor I) whereby the
Investor has infused Rs 5,363 against issuance of equity shares of a subsidiary company, Biocon Biologics Limited. As per the agreement, the
Company will be required to provide various options to enable the Investor to exit over a period of time. In the event, such exit events do not
occur, the Investor may require the Company, to buy them out at certain prices agreed under the arrangement.
(c) During FY 2020-21, the Company and Biocon Biologics Limited had entered into an agreement with Beta Oryx Limited, a wholly owned subsidiary
of ADQ (Investor II) whereby the Investor has infused Rs 5,550 against issuance of equity shares of a subsidiary company, Biocon Biologics Limited.
As per the agreement, the Company will be required to provide various options to enable the Investor to exit over a period of time. In the event,
such exit events do not occur, the Investor may require the Company, to buy them out at certain prices agreed under the arrangement.
(d) During FY 2020-21, the Company and Biocon Biologics Limited has entered into an agreement with Tata Capital Growth Fund II (Investor III)
whereby the Investor has infused Rs 2,250 against issuance of equity shares of a subsidiary company, Biocon Biologics Limited. As per the
agreement, the Company will be required to provide various options to enable the Investor to exit over a period of time. In the event, such exit
events do not occur, the Investor may require the Company, to buy them out at certain prices agreed under the arrangement.
(e) During the current year, the Company and the Biocon Biologics Limited has entered into an agreement with ESOF III Investment Fund & Edelweiss
Alternative Asset Advisors Limited (“”Investor””) whereby the investor has infused Rs. 3,000 by way of compulsorily convertible debentures (”CCD”)
as a private placement basis in Biocon Biologics Limited. As per the agreement, the Company will be required to provide various options to enable
the investor to exit over a period of time. In the event such exit events do not occur, the investor may require the Company, to buy them out at
certain prices agreed under the arrangement.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
The Company pursuant to Karnataka Compulsory Gratuity Rules, 2024 (Gratuity Rules) has amended its Gratuity trust for compliance with Gratuity Rules,
Income Tax Act, 1961 and other laws, as applicable. The amended Gratuity trust in compliance with the above rules is approved by Board of Directors
of the Company in its meeting dated April 24, 2024 and under process of filing with the Commissioner of Income tax for approval. Accordingly, the
Company expects to contribute its obligation under the Gratuity scheme pursuant to receipt of this approval.
(ii) The assumptions used for gratuity valuation are as below:
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Fair value of liquid mutual funds are based on quoted price. Derivative financial instruments are valued based on quoted prices for similar assets and
liabilities in active markets or inputs that are directly or indirectly observable in the market place.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
For the fair values of forward contracts of foreign currencies, reasonably possible changes at the reporting date to one of the significant observable
inputs, holding other inputs constant, would have the following effects in other comprehensive income (OCI).
As at March 31, 2023 Valuation Techniques Fair value Significant Sensitivity of input to fair value measurement
hierarchy unobservable
inputs
Non Convertible Binomial Option Level 3 a) Discount rate A 1% increase in discount rate would have led
Debentures Pricing Model - using to approximately Rs. 228 gain in Statement of
risk free discount rate Profit and loss. A 1% decrease would have led to
and growth rate. approximately Rs. 235 loss in Statement of Profit
and loss.
b) Volatality rate A 5% increase in volatility rate would have led to
approximately Rs. 35 gain in Statement of Profit and
loss. A 5% decrease would have led to approximately
Rs. 36 loss in Statement of Profit and loss.
D. Reconciliation of Level 3 fair values
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Particulars Less than 1 year 1 - 2 years 2-5 years More than 5 Total
years
Borrowings [refer note (b) below] - - 12,977 - 12,977
Trade payables 4,569 - - - 4,569
Other financial liabilities [refer note (a) 846 22 154 - 1,022
below]
Lease Liabilities 15 13 15 - 43
Total 5,430 35 13,146 - 18,611
(a) Other financial liabilities amounting to Rs. 221 (March 31, 2023: Rs. 154) relates to mark to market valuation of the put options fully described
in note 34(ii)(b), (c), (d) and (e) to these financial statements. The gross amount of these arrangements have been accounted for as an equity
in the separate financial statements of the subsidiary and as a current liability in the consolidated financial statements of the company for
the year ended March 31, 2024.
(b) Borrowings include non-convertible debentures amounting to Rs. 18,324 (March 31, 2023: Rs. 10,922) related to agreements with the
lenders containing certain put options fully described in note 15(b) to these financial statements.
(iv) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as
foreign exchange rates, interest rates and equity prices.
Foreign currency risk
The Company operates internationally and a major portion of the business is transacted in several currencies and consequently, the Company
is exposed to foreign exchange risk through operating and borrowing activities in foreign currency. The Company holds derivative instruments
such as foreign exchange forward, interest rate swaps and option contracts to mitigate the risk of changes in exchange rates and foreign currency
exposure.
The currency profile of financial assets and financial liabilities as at March 31, 2024 and March 31, 2023 are as below:
March 31, 2024 USD EUR Others Total
Financial assets
Trade receivables 2,271 287 - 2,558
Cash and cash equivalents 472 51 8 531
Other financial assets 190 - - 190
Financial liabilities
Trade payables (449) (22) (22) (493)
Borrowings (2,084) - - (2,084)
Other financial liabilities (230) (13) (6) (249)
Net assets/(liabilities) 170 303 (20) 453
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Sensivitity analysis
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financial instruments and the
impact on other components of equity arises from foreign exchange forward/option contracts designated as cash flow hedges.
Particulars Impact on profit or (loss) Impact on other
components of equity
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
USD Sensitivity
INR/USD - Increase by 1% 2 7 2 5
INR/USD - Decrease by 1% (2) (7) (2) (5)
EUR Sensitivity
INR/EUR - Increase by 1% 3 5 3 5
INR/EUR - Decrease by 1% (3) (5) (3) (5)
(b) Sensitivity
The Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. They are
therefore not subject to interest rate risk as defined under Ind AS 107. Refer note 36C for sensitivity disclosure of NCD.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
38. Lease
The Company has entered into lease agreements for use of land, buildings and vehicles which expires over a period ranging upto the year of 2117. Gross
payments for the year aggregate to Rs. 16.
The following is the movement in lease liabilities during the year ended March 31, 2024:
Particulars Land Buildings Vehicles Total
Balance as at April 01, 2023 - - 35 35
Addition during the year - - 10 10
Finance cost accrued during the year - - 4 4
Disposals - - (13) (13)
Payment of lease liabilities - - (16) (16)
Balance as at March 31, 2024 - - 20 20
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Ratio Numerator Denominator March 31, March 31, % change Reason for variance
2024 2023
Current ratio Current Assets Current Liabilities 3.99 3.68 8.62%
Debt- Equity Ratio Total Debt Shareholder’s Equity 0.19 0.12 57.32% Debt obtained
Debt Service Earnings for debt service = Net profit Debt service = Interest 62.74 1.18 5208.55% Debt repaid
Coverage ratio after taxes + Non-cash operating & Lease Payments +
expenses + Interest Principal Repayments
Return on Equity Net Profits after taxes – Preference Average Shareholder’s 1.09% 29.97% -96.35% Exceptional gain
Dividend Equity on sale of shares of
a subsidiary in the
previous year
Inventory Turnover Cost of goods sold Average Inventory 1.53 1.79 -14.58%
ratio
Trade Receivable Net credit sales = Revenue from Average Trade Receivable 2.49 2.93 -15.00%
Turnover Ratio operations
Trade Payable Net credit purchases = Purchases Average Trade Payables 3.46 3.55 -2.47%
Turnover Ratio of traded goods + Purchases of raw
materials and packing materials +
other expenses excluding provision
for doubtful debts
Net Capital Net sales = Total sales - sales return Average Working capital 1.08 1.08 -0.24%
Turnover Ratio = Current assets – Current
liabilities
Net Profit ratio Net Profit Net sales = Total sales - 5.61% 142.93% -96.08% Exceptional gain
sales return on sale of shares of
a subsidiary in the
previous year
Return on Capital Earnings before interest and taxes Capital Employed = 2.70% 25.01% -89.19% Exceptional gain
Employed Tangible Net Worth on sale of shares of
(Total equity - Intangibles a subsidiary in the
assets) + Total Borrowings previous year
- Deferred Tax Asset
Return on Interest income on deposits + Net Average Investment in 6.63% 5.31% 24.84%
Investment gain on mutual funds deposits and mutual
funds
45. Exceptional item
(a) During the current year, the Company has sold 834,402 equity shares of Biocon Biologics Limited to one of its subsidiary Biocon Pharma Limited.
The gain arising from the sale of aforesaid equity shares amounting to Rs. 197 has been recorded as an exceptional item.
(b) The Department of Pharmaceuticals (‘DOP’), via Corrigendum dated October 20, 2023, has modified the PLI guidelines to limit the annual incentive
allocation to each applicant for the first 4 years of the scheme. Pursuant to such guidelines, during the year ended March 31, 2024, the Company
has reversed Rs. 52 of excess PLI accrual made in the books for the year ended March 31, 2023.
(c) During the previous year, the Company has sold 61,789,164 equity shares of Syngene International limited in the open market. The gain arising
from sale of aforesaid equity shares amounting to Rs. 28,628 has been recorded as an exceptional item.
46. On April 28, 2022, the Board of Directors of the Company proposed a final dividend of 10% i.e. Rs. 0.50 per equity share of face value of Rs. 5/- each as
on the record date for distribution of final dividend. The same has been approved by the shareholders in the Annual General Meeting of the Company
held on July 28, 2022 and distributed to the shareholders of the Company during the current year.
Notes to the standalone financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Mayank Verma
Company Secretary
Bengaluru Bengaluru
May 16, 2024 May 16, 2024
Revenue
Opinion See Note 2(l) and Note 21 to consolidated financial statements
We have audited the consolidated financial statements of Biocon Limited
(hereinafter referred to as the “Holding Company”) its employee welfare trust The key audit matter How the matter was addressed in
and its subsidiaries (Holding Company, its employee welfare trusts and its our audit
subsidiaries together referred to as “the Group”), its associates and its joint Revenue from sale of goods is Our audit procedures in relation
venture, which comprise the consolidated balance sheet as at 31 March recognized when a promise in a to revenue recognition included
2024, and the consolidated statement of profit and loss (including other customer contract (performance the following:
comprehensive income), consolidated statement of changes in equity and obligation) has been satisfied • Assessed the appropriateness of
consolidated statement of cash flows for the year then ended, and notes to by transferring control over the the Group’s revenue recognition
the consolidated financial statements, including material accounting policies promised goods to the customer. accounting policies and assessed
Control is usually transferred upon compliance with the policies in
and other explanatory information (hereinafter referred to as “the consolidated
shipment, delivery to certain terms of applicable accounting
financial statements”).
location, or upon receipt of goods standards.
In our opinion and to the best of our information and according to the by the customer, in accordance with
the delivery and acceptance terms • Tested the design and operating
explanations given to us, and based on the consideration of reports of the effectiveness of the Group’s
other auditors on separate financial statements/financial information of agreed with the customers and
other terms generally recognised controls around revenue
such subsidiaries and joint venture as were audited by the other auditors, the recognition and deductions,
under internationally accepted
aforesaid consolidated financial statements give the information required by the including general IT controls and
commercial arrangements.
Companies Act, 2013 (“Act”) in the manner so required and give a true and fair key IT application controls.
view in conformity with the accounting principles generally accepted in India, of The amount of revenue to be
recognised is based on the • Performed substantive testing
the consolidated state of affairs of the Group, its associates and joint venture as (including year- end cut-off
at 31 March 2024, of its consolidated profit and other comprehensive income, consideration expected to be
received in exchange for goods, testing) by selecting samples of
consolidated changes in equity and consolidated cash flows for the year then revenue transactions recorded
excluding trade discounts, volume
ended. discounts, sales returns and any during the year and verifying
taxes or duties collected on the underlying documents,
Basis for Opinion behalf of the government which which includes sales invoices/
We conducted our audit in accordance with the Standards on Auditing are levied on sales such as sales contracts and shipping
(SAs) specified under Section 143(10) of the Act. Our responsibilities under tax, value added tax, goods and documents including customer
those SAs are further described in the Auditor’s Responsibilities for the Audit services tax etc., where applicable. acknowledgement wherever
of the Consolidated Financial Statements section of our report. We are During the current year, the Group’s applicable.
independent of the Group, its associates and joint venture in accordance with biosimilar business has entered • Assessed journal entries posted
the ethical requirements that are relevant to our audit of the consolidated into a significant out- licensing to revenue to identify unusual
financial statements in terms of the Code of Ethics issued by the Institute of arrangements, sale of brand and items not already covered by our
Chartered Accountants of India and the relevant provisions of the Act, and consultancy services where given audit testing.
we have fulfilled our other ethical responsibilities in accordance with these the terms of these arrangements, • Assessed the appropriateness
requirements. We believe that the audit evidence obtained by us along with the accounting is complex and of audit procedures performed
the consideration of reports of the other auditors referred to in paragraph (a) requires significant judgement by the component auditor on
of the “Other Matters” section below, is sufficient and appropriate to provide being applied to determine if revenues for the entities audited
a basis for our opinion on the consolidated financial statements. the initial non- refundable fee by them. We read their reporting
received should be recognised to us including procedures
Key Audit Matters upfront or deferred over the future in compliance with the
Key audit matters are those matters that, in our professional judgment, were periods considering when other requirements of SA 600: Using
performance obligations, if any, are the Work of Another Auditor,
of most significance in our audit of the consolidated financial statements
satisfied. for the purpose of our audit of
of the current period. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole, and in forming With respect to out-licensing consolidated financial statements
our opinion thereon, and we do not provide a separate opinion on these arrangements, the risk is to and reviewed the work of the
determine, whether all the identified component auditors.
matters.
performance obligations meet • For material out-licensing
the criteria of being distinct and arrangements, sale of brands
consequently its impact on timing and consultancy services
and pattern of revenue recognition. arrangements, we read the
A significant part of the Group’s contract with the customer
sales also consists of chargeback, assessing the relevant clauses
rebates, returns, other adjustments of the agreement to evaluate
and their related accruals Management ‘s judgement and
(referred to as ‘deductions’). to determine the performance
Estimating the amounts to be obligations agreed by the
accrued for chargebacks requires Company and assessed if they are
significant estimation and degree distinct and / or they should be
of subjectivity as management’s combined with other promises /
model utilizes historical buying performance obligations under
Report on Other Legal and Regulatory Requirements b. Provision has been made in the consolidated financial
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the statements, as required under the applicable law or Ind AS, for
Order”) issued by the Central Government of India in terms of Section material foreseeable losses, on long-term contracts including
143(11) of the Act, we give in the “Annexure A” a statement on the derivative contracts. Refer Note 36 to the consolidated financial
matters specified in paragraphs 3 and 4 of the Order, to the extent statements in respect of such items as it relates to the Group, its
applicable. associates and joint venture.
2 A. As required by Section 143(3) of the Act, based on our audit and on c. There has been no delay in transferring amounts to the Investor
the consideration of reports of the other auditors on separate financial Education and Protection Fund by the Holding Company or
statements/financial information of such subsidiaries and joint venture its subsidiary companies incorporated in India during the year
as were audited by other auditors, as noted in the “Other Matters” ended 31 March 2024.
paragraph, we report, to the extent applicable, that: d. (i) The respective management has represented to us that, to
a. We have sought and obtained all the information and explanations the best of its knowledge and belief, other than as disclosed
which to the best of our knowledge and belief were necessary for in the Note 45 and 14(l) to the consolidated financial
the purposes of our audit of the aforesaid consolidated financial statements, no funds have been advanced or loaned or
statements. invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Holding Company
b. In our opinion, proper books of account as required by law relating or any of such subsidiary companies, associate companies
to preparation of the aforesaid consolidated financial statements and joint venture companies to or in any other person(s)
have been kept so far as it appears from our examination of those or entity(ies), including foreign entities (“Intermediaries”),
books except for the matters stated in the paragraph 2B(f ) below on with the understanding, whether recorded in writing or
reporting under Rule 11(g) of the Companies (Audit and Auditors) otherwise, that the Intermediary shall directly or indirectly
Rules, 2014. lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Holding
c. The consolidated balance sheet, the consolidated statement
Company or any of such subsidiary companies, associate
of profit and loss (including other comprehensive income), the
companies and joint venture companies (“Ultimate
consolidated statement of changes in equity and the consolidated
Beneficiaries”) or provide any guarantee, security or the like
statement of cash flows dealt with by this Report are in agreement
on behalf of the Ultimate Beneficiaries.
with the relevant books of account maintained for the purpose of
preparation of the consolidated financial statements. (ii) The respective management has represented to us that,
to the best of its knowledge and belief, other than as
d. In our opinion, the aforesaid consolidated financial statements
disclosed in the Note 45 and 14(l) to the consolidated
comply with the Ind AS specified under Section 133 of the Act.
financial statements, no funds have been received by the
e. On the basis of the written representations received from the Holding Company or any of such subsidiary companies,
directors of the Holding Company as on 01 April 2024 taken on associate companies and joint venture companies from any
record by the Board of Directors of the Holding Company and person(s) or entity(ies), including foreign entities (“Funding
the reports of the statutory auditors of its subsidiary companies Parties”), with the understanding, whether recorded in
incorporated in India, none of the directors of the Group companies, writing or otherwise, that the Holding Company or any
incorporated in India is disqualified as on 31 March 2024 from of such subsidiary companies, associate companies and
being appointed as a director in terms of Section 164(2) of the Act. joint venture companies shall directly or indirectly, lend
or invest in other persons or entities identified in any
f. the modification relating to the maintenance of accounts and manner whatsoever by or on behalf of the Funding Parties
other matters connected therewith are as stated in the paragraph (“Ultimate Beneficiaries”) or provide any guarantee, security
2A(b) above on reporting under Section 143(3)(b) and paragraph or the like on behalf of the Ultimate Beneficiaries.
2B(f ) below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (iii) Based on the audit procedures performed that have
been considered reasonable and appropriate in the
g. With respect to the adequacy of the internal financial controls with circumstances, nothing has come to our notice that has
reference to financial statements of the Holding Company and caused us to believe that the representations under sub-
its subsidiary companies incorporated in India and the operating clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii)
effectiveness of such controls, refer to our separate Report in above, contain any material misstatement.
“Annexure B”.
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the
consolidated financial statements, have unfavourable remarks, qualification or adverse remarks given by the respective auditors in their reports under
the Companies (Auditor’s Report) Order, 2020 (CARO):
Sr. No. Name of the entities CIN Holding Company/ Clause number of the CARO report
Subsidiary/ JV/ which is unfavourable or qualified or
Associate adverse
1 Syngene Scientific Solutions Limited U73200KA2022 PLC164804 Subsidiary 3 (ix)(d),(xvii)
2 Syngene Manufacturing Solutions Limited U24290KA2022 PLC165409 Subsidiary 3(xvii)
3 Biocon Biologics Limited 24119KA2016 FLC093936 Subsidiary 3(ix)(d), (vii)
4 Biocon Biosphere Limited U24304KA2019 PLC130965 Subsidiary 3(xvii)
Sudhir Soni
Partner
Membership No.: 041870
ICAI UDIN:24041870BKGDKV8994
Place: Bengaluru
Date: 16 May 2024
(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion and evaluating the design and operating effectiveness of internal control
In conjunction with our audit of the consolidated financial statements of based on the assessed risk. The procedures selected depend on the auditor’s
Biocon Limited (hereinafter referred to as “the Holding Company”) as of and judgement, including the assessment of the risks of material misstatement of
for the year ended 31 March 2024, we have audited the internal financial the consolidated financial statements, whether due to fraud or error.
controls with reference to financial statements of the Holding Company and
We believe that the audit evidence we have obtained is sufficient and
such companies incorporated in India under the Act which are its subsidiary
appropriate to provide a basis for our audit opinion on the internal financial
companies, as of that date.
controls with reference to financial statements.
In our opinion, the Holding Company and such companies incorporated
in India which are its subsidiary companies, have, in all material respects, Meaning of Internal Financial Controls with Reference to
adequate internal financial controls with reference to financial statements Financial Statements
and such internal financial controls were operating effectively as at 31 March A company’s internal financial controls with reference to financial statements
2024, based on the internal financial controls with reference to financial is a process designed to provide reasonable assurance regarding the
statements criteria established by such companies considering the essential reliability of financial reporting and the preparation of financial statements
components of such internal controls stated in the Guidance Note on Audit for external purposes in accordance with generally accepted accounting
of Internal Financial Controls Over Financial Reporting issued by the Institute principles. A company’s internal financial controls with reference to financial
of Chartered Accountants of India (the “Guidance Note”). statements include those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
Management’s and Board of Directors’ Responsibilities the transactions and dispositions of the assets of the company; (2) provide
for Internal Financial Controls reasonable assurance that transactions are recorded as necessary to permit
The respective Company’s Management and the Board of Directors are preparation of financial statements in accordance with generally accepted
responsible for establishing and maintaining internal financial controls accounting principles, and that receipts and expenditures of the company
based on the internal financial controls with reference to financial are being made only in accordance with authorisations of management
statements criteria established by the respective company considering and directors of the company; and (3) provide reasonable assurance
the essential components of internal control stated in the Guidance Note. regarding prevention or timely detection of unauthorised acquisition, use, or
These responsibilities include the design, implementation and maintenance disposition of the company’s assets that could have a material effect on the
of adequate internal financial controls that were operating effectively financial statements.
for ensuring the orderly and efficient conduct of its business, including
adherence to the respective company’s policies, the safeguarding of its Inherent Limitations of Internal Financial Controls with
assets, the prevention and detection of frauds and errors, the accuracy and Reference to Financial Statements
completeness of the accounting records, and the timely preparation of Because of the inherent limitations of internal financial controls with
reliable financial information, as required under the Act. reference to financial statements, including the possibility of collusion
or improper management override of controls, material misstatements
Auditor’s Responsibility due to error or fraud may occur and not be detected. Also, projections of
Our responsibility is to express an opinion on the internal financial controls any evaluation of the internal financial controls with reference to financial
with reference to financial statements based on our audit. We conducted our statements to future periods are subject to the risk that the internal financial
audit in accordance with the Guidance Note and the Standards on Auditing, controls with reference to financial statements may become inadequate
prescribed under Section 143(10) of the Act, to the extent applicable to an because of changes in conditions, or that the degree of compliance with the
audit of internal financial controls with reference to financial statements. policies or procedures may deteriorate.
Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable for B S R & Co. LLP
assurance about whether adequate internal financial controls with reference Chartered Accountants
to financial statements were established and maintained and if such controls Firm’s Registration No.:101248W/W-100022
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about Sudhir Soni
the adequacy of the internal financial controls with reference to financial Partner
statements and their operating effectiveness. Our audit of internal financial Membership No.: 041870
controls with reference to financial statements included obtaining an ICAI UDIN:24041870BKGDKV8994
understanding of internal financial controls with reference to financial
statements, assessing the risk that a material weakness exists, and testing Place: Bengaluru
Date: 16 May 2024
Consolidated Statement of Profit & Loss for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Year ended Year ended
Particulars Note
March 31, 2024 March 31, 2023
Income
Revenue from operations 21 147,557 111,742
Other income 22 8,655 3,759
Total income (I) 156,212 115,501
Expenses
Cost of materials consumed 23 50,719 31,911
Purchases of stock-in-trade 6,827 6,261
Changes in inventories of finished goods, work-in-progress and stock-in-trade 24 (8,567) (1,541)
Employee benefits expense 25 26,641 21,810
Finance costs 26 9,744 4,190
Depreciation and amortisation expense 27 15,688 11,131
Other expenses 28 39,788 32,106
140,840 105,868
Less: Recovery of cost from co-development partners (net) (838) (3,922)
Total expenses (II) 140,002 101,946
Profit before tax, share of profit/(loss) of joint venture and associates and
16,210 13,555
exceptional items (I-II)
Share of loss of joint venture and associates, net (842) (1,670)
Profit before tax and exceptional items 15,368 11,885
Exceptional items, net 32 (116) (2,914)
Profit before tax 15,252 8,971
Tax expense
Current tax 38 3,143 2,462
Deferred tax (credit) / charge
MAT credit written off/ utilisation (net of entitlements) [refer note 38] (774) 988
Other deferred tax (95) (909)
Total tax expense 2,274 2,541
Profit for the year 12,978 6,430
Other comprehensive income (OCI)
(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement on defined benefit plans (81) 38
Equity instruments through OCI 217 (460)
Income tax effect 30 24
166 (398)
(ii) Items that may be reclassified subsequently to profit or loss
Effective portion of gains/ (losses) on hedging instrument in cash flow hedges 2,887 (1,090)
Exchange difference on translation of foreign operations, including effective portion of net
1,509 1,975
investment hedges
Income tax effect (695) 279
3,701 1,164
Other comprehensive income for the year, net of taxes 3,867 766
Total comprehensive income for the year 16,845 7,196
Profit attributable to:
Shareholders of the Company 10,225 4,627
Non-controlling interests 2,753 1,803
Profit for the year 12,978 6,430
Other comprehensive income attributable to:
Shareholders of the Company 2,688 1,138
Non-controlling interests 1,179 (372)
Other comprehensive income for the year 3,867 766
Total comprehensive income attributable to:
Shareholders of the Company 12,913 5,765
Non-controlling interests 3,932 1,431
Total comprehensive income for the year 16,845 7,196
Earnings per equity share 31
Basic (in Rs.) 8.55 3.88
Diluted (in Rs.) 8.54 3.87
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of Biocon Limited
Chartered Accountants
Firm Registration Number: 101248W/W-100022
Sudhir Soni Kiran Mazumdar-Shaw Siddharth Mittal
Partner Executive Chairperson Managing Director & CEO
Membership No.: 041870 DIN: 00347229 DIN: 03230757
Mayank Verma
Company Secretary
Bengaluru Bengaluru
May 16, 2024 May 16, 2024
306
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(A) Equity share capital March 31, 2024 March 31, 2023
Biocon Limited
Statement of Consolidated Cash Flows for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Statement of Consolidated Cash Flows for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
V Effect of exchange differences on cash and cash equivalents held in foreign currency 29 217
VI Cash and cash equivalents at the beginning of the year 12,999 6,537
VII Cash and cash equivalents at the end of the year (IV + V + VI + VII) 9,195 12,948
Reconciliation of cash and cash equivalents as per statement of cash flow
Cash and cash equivalents [Note 12]
Balances with banks - on current accounts 11,636 12,872
- on unpaid dividend accounts* 2 3
Deposits with original maturity of less than 3 months 698 360
12,336 13,235
Cash credits [note 19] (3,141) (287)
Balance as per statement of cash flows 9,195 12,948
*The Group can utilize these balances only towards settlement of the respective unpaid dividend liabilities.
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities
Opening balance Cash flows Non-cash Closing balance
April 1, 2023 movement March 31, 2024
Non- current borrowings (including current maturities) 152,905 (21,960) 4,859 135,804
Current borrowings 24,515 1,248 (7,412) 18,351
Interest accrued but not due 202 (8,474) 8,448 176
Lease liabilities (including current) 2,481 (418) 3,408 5,471
Total liabilities from financing activities 180,103 (29,604) 9,303 159,802
The accompanying notes are an integral part of the consolidated financial statements.
Notes to the consolidated financial statements for the year ended Mar31, 2024
These consolidated financial statements have been prepared • Contingent consideration assumed in a business
for the Group as a going concern on the basis of relevant Ind combination at fair value
AS that are effective at the Company’s annual reporting date,
March 31, 2024. • Non-Convertible Debentures with variable coupon linked
to equity shares of the subsidiary at fair value
The Group has net current liability position of INR 1,796 million
as at March 31, 2024. The Group has assessed its financial • Non derivative financial instruments at Fair Value Through
position as at March 31, 2024 and its forecasts for a period of Profit and Loss (FVTPL)
fifteen months from the date of these financial statements. As
part of this assessment, following factors are considered by the d) Use of estimates and judgements
management: The preparation of the consolidated financial statements in
conformity with Ind AS requires Management to make estimates,
(i) Deferred consideration payable under the acquisition judgements and assumptions. These estimates, judgements
agreement as described in Note 42; and assumptions affect the application of accounting policies
and the reported amounts of assets and liabilities, the
(ii) Equity Support to BBL under the facility agreement as disclosures of contingent assets and liabilities at the date of
described in Note 14(e) the financial statements and reported amounts of revenues
and expenses during the period. Accounting estimates could
(iii) Put option obligation entered by the Group with certain change from period to period. Actual results could differ from
financial investors to provide exit to the investors as those estimates. Appropriate changes in estimates are made
described in note 16(b). as management becomes aware of changes in circumstances
surrounding the estimates. Changes in estimates are reflected
Management has assessed its ability to re-negotiate the exit
in the financial statements in the period in which changes are
terms with financial investors, raise funds from investors, re-
made and, if material, their effects are disclosed in the notes to
finance its existing borrowings and support liquidity from its non
the consolidated financial statements.
current assets. Based on the above, management believes that
the Group has sufficient financial resources available to it at the
date of approval of these financial statements and has prepared Judgements
its financial statements under going concern assumption Information about judgements made in applying accounting
policies that have the most significant effects on the amounts
These consolidated financial statements are approved for recognised in the financial statements is included in the
issuance by the Company’s Board of Directors on May 16, 2024. following notes:
Details of the Group’s significant accounting policies are • Note 1.2(b) — Assessment of functional currency;
included in Note 2.
• Note 2(c) and 36 — Financial instruments;
b) Functional and presentation currency • Note 2(d), 2(e) and 3 — Useful lives of property, plant and
These consolidated financial statements are presented in Indian equipment and other intangible assets
rupees (INR), which is also the functional currency of the parent
Company. All amounts have been rounded-off to the nearest • Note 2(j) and 35 — measurement of defined benefit
obligation; key actuarial assumptions;
Notes to the consolidated financial statements for the year ended March 31, 2024
• Note 30 — Share based payments; — Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
• Note 2(n), 7 and 38 — Provision for income taxes and
related tax contingencies and evaluation of recoverability The Group has an established control framework with respect
of deferred tax assets to the measurement of fair values. This includes a finance team
that has overall responsibility for overseeing all significant fair
• Note 2(l) and 21 — Revenue Recognition: whether value measurements, including Level 3 fair values.
revenue from sale of product and licensing income is
recognized over time or at a point in time; The Group regularly reviews significant unobservable inputs
and valuation adjustments. If third party information is used to
• Note 16 — Liability on written put options; measure fair values, then the finance team assesses the evidence
obtained from the third parties to support the conclusion that
e. Assumptions and estimation uncertainties these valuations meet the requirements of Ind AS, including the
Information about assumptions and estimation uncertainties level in the fair value hierarchy in which the valuations should
that have a significant risk of resulting in a material adjustment be classified.
in the year ending March 31, 2024 is included in the following
notes: When measuring the fair value of an asset or a liability, the
Group uses observable market data as far as possible. If the
— Note 2(i) – impairment test of non-financial assets; key inputs used to measure the fair value of an asset or a liability
assumptions underlying recoverable amounts including fall into different levels of the fair value hierarchy, then the fair
the recoverability of expenditure on internally-generated value measurement is categorised in its entirety in the same
intangible assets; level of the fair value hierarchy as the lowest level input that is
significant to the entire measurement.
— Note 2(n), 7 and 38 – recognition of deferred tax assets:
uncertain tax treatment; The Group recognises transfers between levels of the fair value
hierarchy at the end of the reporting period during which the
— Note 2(l) and 21 - Revenue Recognition; estimate of change has occurred.
expected returns, chargebacks, rebates and other
allowances; Further information about the assumptions made in measuring
fair values is included in the following notes:
— Note 17 and 34– recognition and measurement of
provisions and contingencies: key assumptions about the — Note 30 – Share-based payment arrangements
likelihood and magnitude of an outflow of resources;
— Note 36 – Financial instruments
— Note 2(j) and 35 – measurement of defined benefit
obligations: key actuarial assumptions; and — Note 42 – Business Combination
Notes to the consolidated financial statements for the year ended March 31, 2024
Non-controlling interests (NCI) of profit or loss, except exchange differences arising from the
translation of the qualifying cash flow hedges to the extent that
NCI are measured at their proportionate share of the acquiree’s the hedges are effective which are recognised in OCI.
net identifiable assets at the date of acquisition.
Changes in the Group’s equity interest in a subsidiary that
ii. Foreign operations
The assets and liabilities of foreign operations (subsidiaries,
do not result in a loss of control are accounted for as equity
associates, joint arrangements) including goodwill and fair value
transactions.
adjustments arising on acquisition, are translated into INR, the
ii. Loss of control functional currency of the Group, at the exchange rates at the
When the Group loses control over a subsidiary, it derecognises reporting date. The income and expenses of foreign operations
the assets and liabilities of the subsidiary, and any related NCI are translated into INR at the exchange rates at the dates of the
and other components of equity. Any interest retained in the transactions or an average rate if the average rate approximates
former subsidiary is measured at fair value at the date the control the actual rate at the date of the transaction.
is lost. Any resulting gain or loss is recognised in statement of Foreign currency translation differences are recognised in
profit or loss. OCI and accumulated in equity (as exchange differences on
translating the financial statements of a foreign operation),
iii. Associates and joint arrangements (equity accounted
except to the extent that the exchange differences are allocated
investees) to NCI.
The Group’s interests in equity accounted investees comprise
interests in associates and a joint venture. c. Financial instruments
An associate is an entity in which the Group has significant i. Recognition and initial measurement
influence, but not control or joint control, over the financial and Trade receivables and debt securities issued are initially
operating policies. A joint venture is an arrangement in which recognised when they are originated. All other financial assets
the Group has joint control and has rights to the net assets of and financial liabilities are initially recognised when the Group
the arrangement, rather than rights to its assets and obligations becomes a party to the contractual provisions of the instrument.
for its liabilities. A financial asset or financial liability is initially measured at fair
Interests in associates and joint venture are accounted for using value plus, for an item not at fair value through profit and loss
the equity method. They are initially recognised at cost which (FVTPL), transaction costs that are directly attributable to its
includes transaction costs. Subsequent to initial recognition, acquisition or issue.
the consolidated financial statements include the Group’s
share of profit or loss and other comprehensive income (OCI) of
ii. Classification and subsequent measurement
Financial assets
equity - accounted investees until the date on which significant
influence or joint control ceases.
On initial recognition, a financial asset is classified as measured
iv. Transactions eliminated on consolidation at
Intra-group balances and transactions, and any unrealised — amortised cost;
income and expenses (except for foreign currency transaction
gains or losses) arising from intra-group transactions, are — Fair value through other comprehensive income (FVOCI)
eliminated. Unrealised gains arising from transactions with – debt investment;
equity-accounted investees are eliminated against the — Fair value through other comprehensive income – equity
investment to the extent of the Group’s interest in the investee. investment; or
Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence of — Fair value through profit and loss
impairment.
Financial assets are not reclassified subsequent to their initial
b. Foreign currency recognition, except if and in the period the Group changes its
business model for managing financial assets.
i. Foreign currency transactions
Transactions in foreign currencies are translated into the A financial asset is measured at amortised cost if it meets both
respective functional currencies of companies at the exchange of the following conditions and is not designated as at FVTPL:
rates at the dates of the transactions or an average rate if the
average rate approximates the actual rate at the date of the — the asset is held within a business model whose objective
transaction. is to hold assets to collect contractual cash flows; and
Monetary assets and liabilities denominated in foreign — the contractual terms of the financial asset give rise on
currencies are translated into the functional currency at the specified dates to cash flows that are solely payments
exchange rate at the reporting date. Non-monetary assets and of principal and interest on the principal amount
liabilities that are measured at fair value in a foreign currency outstanding.
are translated into the functional currency at the exchange rate A debt investment is measured at FVOCI if it meets both of the
when the fair value was determined. Non-monetary assets and following conditions and is not designated as at FVTPL:
liabilities that are measured based on historical cost in a foreign
currency are translated at the exchange rate at the date of the — the asset is held within a business model whose objective
transaction. Exchange differences are recognised in statement is achieved by both collecting contractual cash flows and
selling financial assets; and
Notes to the consolidated financial statements for the year ended March 31, 2024
— the contractual terms of the financial asset give rise on as held for trading, or it is a derivative or it is designated as such
specified dates to cash flows that are solely payments on initial recognition. Financial liabilities at FVTPL are measured
of principal and interest on the principal amount at fair value and net gains and losses, including any interest
outstanding. expense, are recognised in statement of profit or loss. Other
financial liabilities are subsequently measured at amortised cost
On initial recognition of an equity investment that is not held for using the effective interest method. Interest expense and foreign
trading, the Group may irrevocably elect to present subsequent exchange gains and losses are recognised in statement of profit
changes in the investment’s fair value in OCI (designated or loss. Any gain or loss on derecognition is also recognised in
as FVOCI – equity investment). This election is made on an statement of profit or loss.
investment by investment basis.
All financial assets not classified as measured at amortised iii. De-recognition of financial instruments
cost or FVOCI as described above are measured at FVTPL. This Financial assets
includes all derivative financial assets. On initial recognition, the
The Group derecognises a financial asset when the contractual
Group may irrevocably designate a financial asset that otherwise
rights to the cash flows from the financial asset expire, or it
meets the requirements to be measured at amortised cost or at
transfers the rights to receive the contractual cash flows in a
FVOCI as at FVTPL if doing so eliminates or significantly reduces
transaction in which substantially all of the risks and rewards of
an accounting mismatch that would otherwise arise.
ownership of the financial asset are transferred or in which the
Financial assets: Subsequent measurement and gains and losses Group neither transfers nor retains substantially all of the risks
and rewards of ownership and does not retain control of the
Financial assets at These assets are subsequently financial asset.
FVTPL measured at fair value. Net gains and
When the Group has transferred its rights to receive cash flows
losses, including any interest or dividend
from an asset or has entered into a pass-through arrangement,
income, are recognised in statement of
it evaluates if and to what extent it has retained the risks and
profit or loss. However, see Note 36
rewards of ownership. When it has neither transferred nor
for derivatives designated as hedging
retained substantially all of the risks and rewards of the asset,
instruments.
nor transferred control of the asset, the Group continues to
Financial assets at These assets are subsequently measured recognise the transferred asset to the extent of the Group’s
amortised cost at amortised cost using the effective continuing involvement. In that case, the Company also
interest method. The amortised cost is recognises an associated liability. The transferred asset and the
reduced by impairment losses. Interest associated liability are measured on a basis that reflects the
income, foreign exchange gains and rights and obligations that the Group has retained.
losses and impairment are recognised
in statement of profit or loss. Any gain Financial liabilities
or loss on derecognition is recognised in
statement of profit or loss. The Group de-recognises a financial liability when its contractual
obligations are discharged or cancelled, or expire.
Debt investments These assets are subsequently
at FVOCI measured at fair value. Interest income The Group also de-recognises a financial liability when its terms
under the effective interest method, are modified and the cash flows under the modified terms
foreign exchange gains and losses are substantially different. In this case, a new financial liability
and impairment are recognised in based on the modified terms is recognised at fair value. The
statement of profit and loss. Other net difference between the carrying amount of the financial liability
gains and losses are recognised in OCI. extinguished and the new financial liability with modified terms
On derecognition, gains and losses is recognised in statement of profit or loss.
accumulated in OCI are reclassified to
statement of profit and loss. iv. Offsetting
Equity These assets are subsequently Financial assets and financial liabilities are offset and the net
amount presented in the balance sheet when, and only when,
investments at measured at fair value. Dividends the Group currently has a legally enforceable right to set off the
FVOCI are recognised as income in amounts and it intends either to settle them on a net basis or to
statement of profit or loss unless realise the asset and settle the liability simultaneously.
the dividend clearly represents a
v. Derivative financial instruments and hedge accounting
recovery of part of the cost of the The Group holds derivative financial instruments to hedge its
investment. Other net gains and foreign currency and interest rate risk exposures. Embedded
losses are recognised in OCI and are derivatives are separated from the host contract and accounted
for separately if the host contract is not a financial asset and
not reclassified to profit or loss.
certain criteria are met.
Financial liabilities: Classification, subsequent measurement and Derivatives are initially measured at fair value. Subsequent to
gains and losses initial recognition, derivatives are measured at fair value, and
Financial liabilities are classified as measured at amortised cost or changes therein are generally recognised in statement of profit
FVTPL. A financial liability is classified as at FVTPL if it is classified or loss.
Notes to the consolidated financial statements for the year ended March 31, 2024
The Group designates certain derivatives as hedging viii. Cash and cash equivalents
instruments to hedge the variability in cash flows associated Cash and cash equivalents in the balance sheet comprise
with highly probable forecast transactions arising from changes cash at banks and on hand and short-term deposits with an
in foreign exchange rates and interest rates. original maturity of three months or less, which are subject
to an insignificant risk of changes in value. For the purpose of
At inception of designated hedging relationships, the Group
the statement of cash flows, cash and cash equivalents consist
documents the risk management objective and strategy
of cash and short-term deposits, as defined above, net of
for undertaking the hedge. The Group also documents the
outstanding bank overdrafts as they are considered an integral
economic relationship between the hedged item and the
part of the Group’s cash management.
hedging instrument, including whether the changes in cash
flows of the hedged item and hedging instrument are expected ix. Cash dividend to equity holders
to offset each other. The Group recognises a liability to make cash distribution to
equity holders when the distribution is authorised and the
Cash flow hedges
distribution is no longer at the discretion of the Group. As per
When a derivative is designated as a cash flow hedging the corporate laws in India, a distribution is authorised when
instrument, the effective portion of changes in the fair value of it is approved by the shareholders. A corresponding amount is
the derivative is recognised in OCI and accumulated in other recognised directly in equity. Interim dividends are recorded as
equity under ‘effective portion of cash flow hedges’. The effective a liability on the date of declaration by the Company’s Board of
portion of changes in the fair value of the derivative that is Directors.
recognised in OCI is limited to the cumulative change in fair value
of the hedged item, determined on a present value basis, from d. Property, plant and equipment
inception of the hedge. Any ineffective portion of changes in the i. Recognition and measurement
fair value of the derivative is recognised immediately in statement Items of property, plant and equipment are measured at cost less
of profit or loss. accumulated depreciation and accumulated impairment losses,
if any. The cost of an item of property, plant and equipment
If a hedge no longer meets the criteria for hedge accounting comprises its purchase price including import duty and non
or the hedging instrument is sold, expires, is terminated or is refundable taxes or levies, any other costs directly attributable
exercised, then hedge accounting is discontinued prospectively. to bringing the item to working condition for its intended use,
When hedge accounting for cash flow hedges is discontinued, and estimated costs of dismantling and removing the item and
the amount that has been accumulated in other equity remains restoring the site on which it is located.
there until, for a hedge of a transaction resulting in recognition
of a non‑financial item, it is included in the non‑financial item’s Expenditure incurred on startup and commissioning of the
cost on its initial recognition or, for other cash flow hedges, it is project and/or substantial expansion, including the expenditure
reclassified to profit or loss in the same period or periods as the incurred on trial runs (net of trial run receipts, if any) up to
hedged expected future cash flows affect profit or loss. the date of commencement of commercial production are
capitalised.
If the hedged future cash flows are no longer expected to occur,
then the amounts that have been accumulated in other equity If significant parts of an item of property, plant and equipment
are immediately reclassified to profit or loss. have different useful lives, then they are accounted for as
separate items (major components) of property, plant and
vi. Net investment hedges equipment.
When a derivative instrument or a non-derivative financial
liability is designated as the hedging instrument in a hedge of Any gain or loss on disposal of an item of property, plant and
a net investment in a foreign operation, the effective portion equipment is recognised in statement of profit or loss.
of changes in the fair value of a derivative or foreign exchange Subsequent expenditure is capitalised only if it is probable that
gains and losses for a non-derivative is recognised in OCI and the future economic benefits associated with the expenditure
presented in other equity within equity. Any ineffective portion will flow to the Group and cost can be measured reliably
of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized Advances paid towards acquisition of property, plant and
immediately in profit or loss. The amount recognised in OCI is equipment outstanding at each Balance Sheet date, are shown
fully or partially reclassified to profit or loss as a reclassification under other non-current assets and cost of assets not ready for
adjustment on disposal or partial disposal of the foreign intended use before the year end, are shown as capital work-
operation, respectively in-progress.
Notes to the consolidated financial statements for the year ended March 31, 2024
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Depreciation method, useful lives and residual values are iii. Subsequent expenditure
reviewed at each financial year-end and adjusted if appropriate. Subsequent expenditure is capitalised only when it increases
Based on technical evaluation and consequent advice, the the future economic benefits embodied in the specific asset
management believes that its estimates of useful lives as given to which it relates. All other expenditure, including expenditure
above best represent the period over which management on internally generated goodwill and brands, is recognised in
expects to use these assets. statement of profit or loss as incurred.
Depreciation on additions (disposals) is provided on a pro-rata iv. Amortisation
basis i.e. from (upto) the date on which asset is ready for use Goodwill is not amortised and is tested for impairment annually.
(disposed of ).
Other intangible assets are amortised on a straight line basis
iii. Reclassification to investment property over the estimated useful life as follows:
When the use of a property changes from owner-occupied to
investment property, the property is reclassified as investment — Computer software 3-5 years
property at its carrying amount on the date of reclassification. — Marketing and Manufacturing rights 8-15 years
e. Goodwill and other intangible assets — Developed technology rights 8-15 years
i. Goodwill — Brands 8-15 years
For measurement of goodwill that arises on a business
combination. Subsequent measurement is at cost less any — Customer related intangibles 5 years
accumulated impairment losses.
Amortisation method, useful lives and residual values are
reviewed at the end of each financial year and adjusted if
ii. Other intangible assets appropriate.
Internally generated: Research and development
Expenditure on research activities is recognised in statement of f. Investment property
profit or loss as incurred. Investment property is property held either to earn rental
income or for capital appreciation or for both, but not for
Development expenditure is capitalised as part of the cost of sale in the ordinary course of business, use in the production
the resulting intangible asset only if the expenditure can be or supply of goods or services or for administrative purposes.
measured reliably, the product or process is technically and Upon initial recognition, an investment property is measured
commercially feasible, future economic benefits are probable, at cost. Subsequent to initial recognition, investment property
and the Group intends to and has sufficient resources to is measured at cost less accumulated depreciation and
complete development and to use or sell the asset. Otherwise, accumulated impairment losses, if any.
it is recognised in statement of profit or loss as incurred.
Subsequent to initial recognition, the asset is measured at Based on technical evaluation and consequent advice, the
cost less accumulated amortisation and any accumulated management believes a period of 25 years as representing the
impairment losses. best estimate of the period over which investment properties
(which are quite similar) are expected to be used. Accordingly,
Others the Group depreciates investment properties over a period of
Other intangible assets are initially measured at cost. 25 years on a straight-line basis. The useful life estimate of 25
Subsequently, such intangible assets are measured at cost less years is different from the indicative useful life of relevant type
accumulated amortization and any accumulated impairment of buildings mentioned in Part C of Schedule II to the Act i.e.
losses. 30 years.
Notes to the consolidated financial statements for the year ended March 31, 2024
Any gain or loss on disposal of an investment property is Business combinations – common control transaction
recognised in statement of profit or loss.
Business combination involving entities that are controlled by
g. Business combination the group is accounted for at carrying value. No adjustments are
In accordance with Ind AS 103, Business combinations, the made to reflect the fair values, or recognise any new assets or
Group accounts for business combinations after acquisition liabilities except to harmonise accounting policies. The financial
date using the acquisition method when control is transferred information in the consolidated financial statements in respect
to the Group. In determining whether a particular set of of prior periods is restated as if the business combination had
activities and assets is a business, the Group assesses whether occurred from the beginning of the preceding period in the
the set of assets and activities acquired includes, at minimum, consolidated financial statements, irrespective of the actual date
an input and substantive process and whether the acquired set of combination. The identity of the reserves are preserved and the
has the ability to produce outputs. reserves of transferor becomes the reserves of the transferee. The
difference, if any between the amounts recorded as share capital
The consideration transferred in the acquisition is generally issued plus any additional consideration in the form of cash and
measured at fair value as at the date the control is acquired the amounts of share capital of the transferor is transferred to
(acquisition date), as are the identifiable net assets acquired. amalgamation adjustment reserves and is presented separately
Any gain on a bargain purchase is recognised in the OCI and from other capital reserves.
accumulated in equity as capital reserve if there exists clear
evidence of the underlying reasons for classifying the business h. Inventories
combination as a bargain purchase. If there does not exist clear Inventories are measured at the lower of cost and net realisable
evidence of the underlying reasons for classifying the business value. The cost of inventories is based on the first-in first-
combination as a bargain purchase, then gain on a bargain out formula, and includes expenditure incurred in acquiring
purchase is recognised directly in equity as capital reserve. the inventories, production or conversion costs and other
costs incurred in bringing them to their present location and
Transaction costs/ acquisition related costs are expensed as
condition. In the case of manufactured inventories and work-in-
incurred and services are received, except if related to the issue
progress, cost includes an appropriate share of fixed production
of debt or equity securities.
overheads based on normal operating capacity.
The consideration transferred does not include amounts related
Provisions are made towards slow-moving and obsolete items
to the settlement of pre-existing relationships with the acquiree.
based on historical experience of utilisation on a product
Such amounts are generally recognised in the statement of
category basis, which consideration of product lines and market
profit and loss.
conditions.
Any contingent consideration is measured at fair value at the date
Net realisable value is the estimated selling price in the ordinary
of acquisition. If an obligation to pay contingent consideration
course of business, less the estimated costs of completion and
(or right to receive excess contingent consideration transferred)
selling expenses. The net realisable value of work-in-progress
that meets the definition of a financial instrument is classified as
is determined with reference to the selling prices of related
equity, then it is not re-measured and settlement is accounted
finished products.
for within equity. Otherwise, other contingent consideration is
remeasured at fair value at each reporting date and subsequent Raw materials, components and other supplies held for use in
changes in the fair value of the contingent consideration are the production of finished products are not written down below
recognized in profit or loss. cost except in cases where material prices have declined and it
is estimated that the cost of the finished products will exceed
If the initial accounting for a business combination is incomplete
their net realisable value.
by the end of the reporting period in which the business
combination occurs, the Group reports in its financial statements The comparison of cost and net realisable value is made on an
provisional amounts for the items for which the accounting item-by-item basis.
is incomplete. During the measurement period, the Group
retrospectively adjusts the provisional amounts recognised at i. Impairment
the acquisition date to reflect new information obtained about i. Impairment of financial assets
facts and circumstances that existed as of the acquisition date In accordance with Ind AS 109 Financial Instruments, the Group
and, if known, would have affected the measurement of the applies Expected Credit Loss (“ECL”) model for measurement
amounts recognised as of that date. and recognition of impairment loss on following:
During the measurement period, the Group also recognises — financial assets measured at amortised cost; and
additional assets or liabilities if new information is obtained
about facts and circumstances that existed as of the acquisition — financial assets measured at FVOCI - debt investments.
date and, if known, would have resulted in the recognition of Loss allowance for trade receivables with no significant
those assets and liabilities as of that date. financing component is measured at an amount equal to
The measurement period ends as soon as the Group receives lifetime expected credit losses. For all other financial assets, ECL
the information it was seeking about facts and circumstances are measured at an amount equal to the 12-month ECL, unless
that existed as of the acquisition date or learns that more there has been a significant increase in credit risk from initial
information is not obtainable but does not exceed one year recognition in which case those are measured at lifetime ECL.
from the acquisition date. Loss allowance for financial assets measured at amortised cost
are deducted from gross carrying amount of the assets. The
Notes to the consolidated financial statements for the year ended March 31, 2024
amount of ECL (or reversal) that is required to adjust the loss sum payment to vested employees at retirement, death,
allowance at the reporting date is recognised as an impairment incapacitation or termination of employment, of an amount
gain or loss in the Statement of Profit and Loss. based on the respective employee’s salary and the tenure of the
employment with the Group.
ii. Impairment of non-financial assets
The Group assesses at each reporting date whether there is any Liability with regard to the Gratuity Plan are determined by
indication that the carrying amount may not be recoverable. If actuarial valuation, performed by an independent actuary, at
any such indication exists, then the asset’s recoverable amount each balance sheet date using the projected unit credit method.
is estimated and an impairment loss is recognised if the carrying The Group recognises the net obligation of a defined benefit
amount of an asset or CGU exceeds its estimated recoverable plan as a liability in its balance sheet. Gains or losses through re-
amount in the statement of profit or loss. measurement of the net defined benefit liability are recognised
Goodwill is tested annually for impairment. For the purpose in other comprehensive income and are not reclassified to
of impairment testing, goodwill arising from a business profit and loss in the subsequent periods. The actual return of
combination is allocated to CGUs or groups of CGUs that are the portfolio of plan assets, in excess of the yields computed by
expected to benefit from the synergies of the combination. applying the discount rate used to measure the defined benefit
obligation is recognised in other comprehensive income. The
The recoverable amount of a CGU (or an individual asset) is effect of any plan amendments are recognised in the statement
higher of its value in use and its fair value less costs to sell. Value of profit and loss.
in use is based on the estimated future cash flow, discounted
to their present value using a pre-tax discount rate that reflects Provident Fund
current market assessment of the time value of money and the Eligible employees of the Company and its Indian subsidiaries
risks specific to CGU (or the asset). receive benefits from provident fund, which is a defined
contribution plan. Both the eligible employees and the
The Group’s non-financial assets are reviewed at each reporting respective Companies make monthly contributions to the
date to determine whether there is any indication of impairment. Government administered provident fund scheme equal to a
If any such indication exists, then the asset’s recoverable specified percentage of the eligible employee’s salary. Amounts
amount is estimated. For impairment testing, assets that do not collected under the provident fund plan are deposited with in
generate independent cash inflows are grouped together into a government administered provident fund. The Companies
cash-generating units (CGUs). Each CGU represents the smallest have no further obligation to the plan beyond its monthly
group of assets that generates cash inflows that are largely contributions.
independent of the cash inflows of other assets or CGUs.
Impairment loss recognised in respect of a CGU is allocated first iii. Compensated absences
to reduce the carrying amount of any goodwill allocated to the The Group has a policy on compensated absences which are both
CGU, and then to reduce the carrying amounts of the other accumulating and non-accumulating in nature. The expected
assets of the CGU (or Group of CGUs) on a pro rata basis. cost of accumulating compensated absences is determined
by actuarial valuation performed by an independent actuary
An impairment loss in respect of goodwill is not subsequently at each balance sheet date using the projected unit credit
reversed. In respect of other assets for which impairment loss method on the additional amount expected to be paid/availed
has been recognised in prior periods, the Group reviews at each as a result of the unused entitlement that has accumulated
reporting date whether there is any indication that the loss has at the balance sheet date. Expense on non-accumulating
decreased or no longer exists. An impairment loss is reversed if compensated absences is recognised is the period in which the
there has been a change in the estimates used to determine the absences occur.
recoverable amount. Such a reversal is made only to the extent
that the asset’s carrying amount does not exceed the carrying iv. Share-based compensation
amount that would have been determined, net of depreciation The grant date fair value of equity settled share-based payment
or amortisation, if no impairment loss had been recognised. awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the
j. Employee benefits period that the employees unconditionally become entitled to
i. Short-term employee benefits: the awards. The amount recognised as expense is based on the
All employee benefits falling due within twelve months from estimate of the number of awards for which the related service
the end of the period in which the employees render the related and non-market vesting conditions are expected to be met,
services are classified as short-term employee benefits, which such that the amount ultimately recognised as an expense is
include benefits like salaries, wages, short term compensated based on the number of awards that do meet the related service
absences, performance incentives, etc. and are recognised and non-market vesting conditions at the vesting date.
as expenses in the period in which the employee renders the The grant date fair value of options granted (net of estimated
related service and measured accordingly.” forfeiture) to employees of the Group is recognised as an
employee expense.
ii. Post- employment benefits
Post-employment benefit plans are classified into defined The expense is recorded for each separately vesting portion of
benefits plans and defined contribution plans as under:” the award as if the award was, in substance, multiple awards. The
increase in equity recognised in connection with share based
Gratuity payment transaction is presented as a separate component
The Group provides for gratuity, a defined benefit plan (“the in equity under “share based payment reserve”. The amount
Gratuity Plan”) covering the eligible employees of the Company recognised as an expense is adjusted to reflect the actual
and its Indian subsidiaries. The Gratuity Plan provides a lump-
Notes to the consolidated financial statements for the year ended March 31, 2024
number of stock options that vest. For the option awards, grant to be received in exchange for goods, excluding amounts
date fair value is determined under the option-pricing model collected on behalf of third parties such as sales tax or other
(Black-Scholes-Merton). Forfeitures are estimated at the time of taxes directly linked to sales. If a contract contains more than
grant and revised, if necessary, in subsequent periods if actual one performance obligation, the transaction price is allocated
forfeitures materially differ from those estimates. to each performance obligation based on their relative stand-
alone selling prices.
k. Provisions (other than for employee benefits)
A disclosure for a contingent liability is made when there is For contracts with distributors, no sales are recognised when
a possible obligation or a present obligation that may, but goods are physically transferred to the distributor under a
probably will not, require an outflow of resources. When there is consignment arrangement, or if the distributor acts as an agent.
a possible obligation or a present obligation in respect of which In such cases, sales are recognised when control over the goods
the likelihood of outflow of resources is remote, no provision or transfers to the end-customer, and distributor’s commissions are
disclosure is made. presented within marketing and distribution.
A provision is recognised if, as a result of a past event, the The consideration received by the Group in exchange for
Group has a present legal or constructive obligation that can its goods may be fixed or variable. Variable consideration is
be estimated reliably, and it is probable that an outflow of only recognised when it is considered highly probable that a
economic benefits will be required to settle the obligation. significant revenue reversal will not occur once the underlying
Provisions are determined by discounting the expected future uncertainty related to variable consideration is subsequently
cash flows (representing the best estimate of the expenditure resolved.
required to settle the present obligation at the balance sheet Provision for chargeback, rebates and discounts
date) at a pre-tax rate that reflects current market assessments Revenues are recorded net of provisions for variable
of the time value of money and the risks specific to the liability. consideration, including discounts, rebates, governmental
The unwinding of the discount is recognised as finance cost. rebate programs, price adjustments, returns, chargebacks,
Expected future operating losses are not provided for. promotional programs and other sales allowances. Accruals
for these provisions are presented in the consolidated financial
Onerous contracts
statements as reductions in determining net sales and as a
A contract is considered to be onerous when the expected
contra asset in accounts receivable, net (if settled via credit) and
economic benefits to be derived by the Group from the
trade payables (if paid in cash).
contract are lower than the unavoidable cost of meeting its
obligations under the contract. The provision for an onerous Provisions for chargeback, rebates, discounts and Medicaid
contract is measured at the present value of the lower of the payments are estimated and provided for in the year of sales
expected cost of terminating the contract and the expected net and recorded as reduction of revenue. A chargeback claim is a
cost of continuing with the contract. Before such a provision is claim made by the wholesalers for the difference between the
made, the Group recognises any impairment loss on the assets price at which the product is initially invoiced to the wholesaler
associated with that contract. and the net price at which it is agreed to be procured from the
Company. Provisions for such chargebacks are accrued and
l. Revenue from contracts with customers estimated based on historical average chargeback rate actually
The Group has implemented new standard Ind-AS 115 ‘Revenue claimed over a period of time, current contract prices with
from Contracts with Customers’ effective April 1, 2018 using wholesalers/other customers and estimated inventory holding
cumulative effect method. The effect of initially applying this by the wholesalers/other customers.
standard is recognised at the date of initial application. The
Group has evaluated its open arrangements on out-licensing Amounts recorded for revenue deductions can result from
with reference to upfront non-refundable fees received in a complex series of judgements about future events and
earlier periods and concluded that some of the performance uncertainties and can rely heavily on estimates and assumptions.
obligations may not be distinct and hence would need to be
ii. Milestone payments and out licensing arrangements
bundled with the subsequent product supply obligations.
The Group enters into certain dossier sales, licensing and
Accordingly standard is applied retrospectively only to contracts
supply arrangements that, in certain instances, include certain
that were not completed as at the date of initial application.
performance obligations. Based on an evaluation of whether or
i. Sale of goods not these obligations are inconsequential or perfunctory, the
Revenue is recognised when a promise in a customer contract Group recognise or defer the upfront payments received under
(performance obligation) has been satisfied by transferring these arrangements.
control over the promised goods to the customer. Control over Income from out-licensing agreements typically arises from the
a promised good refers to the ability to direct the use of, and receipt of upfront, milestone and other similar payments from
obtain substantially all of the remaining benefits from, those third parties for granting a license to product- or technology-
goods. Control is usually transferred upon shipment, delivery related intellectual property (IP). These agreements may
to, upon receipt of goods by the customer, in accordance with be entered into with no further obligation or may include
the delivery and acceptance terms agreed with the customers. commitments to regulatory approval, co-marketing or
However, in certain cases, revenue is recognized on sale of manufacturing. These may be settled by a combination of
products where shipment is on hold at specific request of the upfront payments, milestone payments and other fees. These
customer provided performance obligation conditions has arrangements typically also consist of subsequent payments
been satisfied and control is transferred, with customer taking dependent on achieving certain milestones in accordance with
title of the goods. The amount of revenue to be recognized the terms prescribed in the agreement. Milestone payments
(transaction price) is based on the consideration expected which are contingent on achieving certain clinical milestones
Notes to the consolidated financial statements for the year ended March 31, 2024
are recognised as revenues either on achievement of such to the customer. The amount of revenue to be recognised
milestones, if the milestones are considered substantive, or (transaction price) is based on the consideration expected
over the period of continuing performance obligations, if the to be received in exchange for goods, excluding amounts
milestones are not considered substantive. Whether to consider collected on behalf of third parties such as sales tax or other
these commitments as a single performance obligation or taxes directly linked to sales. If a contract contains more than
separate ones, or even being in scope of Ind-AS 115 ‘Revenues one performance obligation, the transaction price is allocated
from Contracts with Customers’, is not straightforward and to each performance obligation based on their relative stand-
requires some judgement. Depending on the conclusion, this alone selling prices. Revenue from product sales are recorded
may result in all revenue being calculated at inception and net of allowances for estimated rebates, cash discounts and
either being recognised at point in time or spread over the estimates of product returns, all of which are established at the
term of a longer performance obligation. Where performance time of sale.
obligations may not be distinct, this will bundled with the
The consideration received by the group in exchange for
subsequent product supply obligations.
its goods may be fixed or variable. Variable consideration is
The new standard provides an exemption for sales-based only recognised when it is considered highly probable that a
royalties for licenses of intellectual property which will continue significant revenue reversal will not occur once the underlying
to be recognised as revenue as underlying sales are incurred. uncertainty related to variable consideration is subsequently
resolved.
The Group recognises a deferred income (contract liability) if
consideration has been received (or has become receivable) iv. Royalty income and profit share
before the Group transfers the promised goods or services to The Royalty income and profit share earned through a License
the customer. Deferred income mainly relates to remaining or collaboration partners is recognized as the underlying sales
performance obligations in (partially) unsatisfied long-term are recorded by the Licensee or collaboration partners.
contracts or are related to amounts the Group expects to receive
v. Sales Return Allowances
for goods and services that have not yet been transferred
The Group accounts for sales return by recording an allowance
to customers under existing, non-cancellable or otherwise
for sales return concurrent with the recognition of revenue at
enforceable contracts.
the time of a product sale. The allowance is based on Group’s
Contract assets are recognised when there is excess of revenue estimate of expected sales returns. The estimate of sales return
earned over billings on contracts. Contract assets are classified is determined primarily by the Group’s historical experience in
as unbilled receivables (only act of invoicing is pending) when the markets in which the Group operates.
there is unconditional right to receive cash, and only passage of
vi. Dividends
time is required, as per contractual terms.
Dividend is recognised when the Group’s right to receive the
iii. Contract research and manufacturing services income: payment is established, which is generally when shareholders
Revenue is recognised upon transfer of control of promised approve the dividend.
services or compounds to customers in an amount that reflects
vii. Rental income
the consideration we expect to receive in exchange for those
Rental income from investment property is recognised in
services or compounds.
statement of profit or loss on a straight-line basis over the term
Arrangement with customers for Contract research and of the lease except where the rentals are structured to increase
manufacturing services income are either on a time-and- in line with expected general inflation. Lease incentives granted
material basis, fixed price or on a sale of compounds. are recognised as an integral part of the total rental income, over
the term of the lease.
In respect of contracts involving research services, in case
of ‘time and materials’ contracts, contract research fee are viii. Contribution received from customers/co-development
recognised as services are rendered, in accordance with the partners towards plant and equipment
terms of the contracts. Contributions received from customers/co-development
partners towards items of property, plant and equipment
Revenues relating to fixed price contracts are recognised based which require an obligation to supply goods to the customer
on the percentage of completion method determined based on in the future, are recognised as a credit to deferred revenue. The
efforts expended as a proportion to total estimated efforts. The contribution received is recognised as revenue from operations
Group monitors estimates of total contract revenue and cost on over the useful life of the assets. The Group capitalises the gross
a routine basis throughout the contract period. The cumulative cost of these assets as the Group controls these assets.
impact of any change in estimates of the contract revenue or
costs is reflected in the period in which the changes become ix. Interest income and expense
known. In the event that a loss is anticipated on a particular Interest income or expense is recognised using the effective
contract, provision is made for the estimated loss. interest method.
Notes to the consolidated financial statements for the year ended March 31, 2024
recognised as income or deducted in reporting the related Unrecognised deferred tax assets are reassessed at each
expense based on the terms of the grant, as applicable. reporting date and recognised to the extent that it has become
probable that future taxable profits will be available against
n. Income taxes which they can be used.
Income tax comprises of current and deferred income tax.
Income tax expense is recognised in statement of profit or loss o. Borrowing cost
except to the extent that it relates to an item recognised directly Borrowing costs are interest and other costs (including exchange
in equity in which case it is recognised in other comprehensive differences relating to foreign currency borrowings to the
income. Current income tax for current year and prior periods extent that they are regarded as an adjustment to interest costs)
is recognised at the amount expected to be paid or recovered incurred in connection with the borrowing of funds. Borrowing
from the tax authorities, using the tax rates and laws that have costs directly attributable to acquisition or construction of an
been enacted or substantively enacted by the balance sheet asset which necessarily take a substantial period of time to get
date. The amount of current tax reflects the best estimate of the ready for their intended use are capitalised as part of the cost
tax amount expected to be paid or received after considering of that asset.
the uncertainty, if any, related to income taxes.
Qualifying assets are assets that necessarily take a substantial
Current tax assets and liabilities are offset only if there is a legally period of time to get ready for their intended use or sale.
enforceable right to set off the recognised amounts, and it is
intended to realise the asset and settle the liability on a net basis p. Earnings per share
or simultaneously. Basic earnings per share is computed using the weighted
average number of equity shares outstanding during the period
Deferred income tax assets and liabilities are recognised for adjusted for treasury shares held. Diluted earnings per share is
all temporary differences arising between the tax bases of computed using the weighted-average number of equity and
assets and liabilities and their carrying amounts in the financial dilutive equivalent shares outstanding during the period, using
statements except when: the treasury stock method for options and warrants, except
where the results would be anti-dilutive.
— taxable temporary differences arising on the initial
recognition of goodwill; q. Operating segments
An operating segment is a component of the Group that
— temporary differences arising on the initial recognition engages in business activities from which it may earn revenues
of assets or liabilities in a transaction that is not a business and incur expenses, including revenues and expenses that relate
combination and that affects neither accounting nor taxable to transactions with any of the Group’s other components, and
profit or loss at the time of transaction; for which discrete financial information is available. Operating
— temporary differences related to investments in segments are reported in a manner consistent with the internal
subsidiaries, associates and joint arrangements to the extent reporting provided to the chief operating decision maker.
that the Group is able to control the timing of the reversal of The Chairperson and Managing Director of the Company is
the temporary differences and it is probable that they will not responsible for allocating resources and assessing performance
reverse in the foreseeable future. of the operating segments and accordingly is identified as
the Chief Operating Decision Maker (CODM). All operating
Deferred tax assets are reviewed at each reporting date and segments’ operating results are reviewed regularly by the
are reduced to the extent that it is no longer probable that the CODM to make decisions about resources to be allocated to the
related tax benefit will be realized. segments and assess their performance.
Deferred tax assets (DTA) include Minimum Alternate Tax (MAT) r. Leases
paid in accordance with the tax laws in India, which is likely to (i) The Group as lessee:
give future economic benefits in the form of availability of set off The Group assesses whether a contract contains a lease, at the
against future income tax liability. inception of contract. A contract is, or contains, a lease if the
Deferred income tax assets and liabilities are measured using contract conveys the right to control the use of an identified
the tax rates and laws that have been enacted or substantively asset for a period of time in exchange for consideration. To
enacted by the balance sheet date and are expected to apply to assesses whether a contract conveys the right to control use of
taxable income in the years in which those temporary differences an identified asset, the Group assesses whether:
are expected to be recovered or settled. The effect of changes • The contract involves use of an identified asset;
in tax rates on deferred income tax assets and liabilities is
recognised as income or expense in the period that includes the • The Group has substantially all the economic benefits from the
enactment or substantive enactment date. A deferred income use of the asset through the period of lease; and
tax assets is recognised to the extent it is probable that future • The Group has the right to direct the use of an asset.
taxable income will be available against which the deductible
temporary timing differences and tax losses can be utilized. At the date of commencement of lease, the Group recognises
Deferred income taxes are not provided on the undistributed a Right-of-use asset (“ROU”) and a corresponding liability for
earnings of subsidiaries where it is expected that the earnings of all lease arrangements in which it is a lessee, except for leases
the subsidiary will not be distributed in the foreseeable future. with the term of twelve months or less (short term leases) and
The Group offsets income-tax assets and liabilities, where it has low value leases. For short term and low value leases, the Group
a legally enforceable right to set off the recognised amounts recognises the lease payment as an operating expense on
and where it intends either to settle on a net basis, or to realise straight line basis over the term of lease.
the asset and settle the liability simultaneously.
Notes to the consolidated financial statements for the year ended March 31, 2024
Right-of-use assets are depreciated from the commencement l it holds the liability primarily for the purpose of trading;
date on a straight-line basis over the shorter of the lease term l the liability is due to be settled within twelve months after
and useful life of the underlying asset. Right-of-use assets are the reporting period; or
evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not l it does not have an unconditional right to defer
be recoverable. For the purpose of impairment testing, the settlement of the liability for at least twelve months after
recoverable amount (i.e., higher of fair value less cost to sell the reporting period. Terms of a liability that could, at the
and the value-in-use) is determined on individual asset basis option of the counterparty, result in its settlement by the
unless the asset does not generate cash flows that are largely issue of equity instruments do not affect its classification.
independent of those from other assets. In such cases, the All other liabilities are classified as non-current.
recoverable amount is determined for the Cash Generating Unit
(CGU) to which the asset belongs. The operating cycle is the time between the acquisition of assets
for processing and their realisation in cash or cash equivalents
The lease liability is initially measured at amortised cost at the The Group’s normal operating cycle is twelve months.
present value of the future lease payments. The lease payments
are discounted using the interest rate explicit in the lease or, if t. Exceptional items
not readily determinable, using the incremental borrowing rates Exceptional items refer to items of income or expense within
in the country of domicile of these leases. Lease liabilities are the statement of profit and loss from ordinary activities which
remeasured with a corresponding adjustment to the related are non-recurring and are of such size, nature or incidence that
right-of- use assets if the Group changes its assessment if their separate disclosure is considered necessary to explain the
whether it will exercise an extension or a termination of option. performance of the Group.
Lease liability and ROU asset have been separately presented in u. Recent pronouncements
the Balance Sheet and the lease payments have been classified Ministry of Corporate Affairs (“MCA”) notifies new standards
as financing cash flows. or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
(ii) The Group as a Lessor: time. For the year ended March 31, 2024, MCA has not notified
Leases for which the Group is a lessor is classified as a finance any new standards or amendments to the existing standards
or operating lease. Whenever the terms of the lease transfer applicable to the Group.
substantially all the risk and rewards of ownership to the lessee,
the contract is classified as finance lease. All other leases are
classified as operating lease.
s. Operating cycle
The Group classifies an asset as current asset when:
l it expects to realise the asset, or intends to sell or consume
it, in its normal operating cycle;
l it holds the asset primarily for the purpose of trading;
l it expects to realise the asset within twelve months after
the reporting period; or
l the asset is cash or a cash equivalent unless the asset
is restricted from being exchanged or used to settle
a liability for at least twelve months after the reporting
period.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Accumulated depreciation
At April 01, 2022 - 5,166 32 33,823 2,292 1,064 96 42,473 -
Depreciation for the year - 807 68 6,682 216 214 23 8,010 -
Disposals - (72) - (200) (13) - (32) (317) -
Other adjustments - - - - - - - - -
- Foreign currency - 117 - 456 - 4 - 577 -
translation adjustment
At March 31, 2023 - 6,018 100 40,761 2,495 1,282 87 50,743 -
Depreciation for the year - 866 131 7,410 256 240 26 8,929 -
Disposals - (5) - (1,328) (49) (37) (22) (1,441) -
Other adjustments - - - - - - - - -
- Foreign currency - 27 - 178 - 1 - 206 -
translation adjustment
At March 31, 2024 - 6,906 231 47,021 2,702 1,486 91 58,437 -
Net carrying amount
At March 31, 2023 2,918 14,796 2,418 50,147 1,415 977 98 72,769 25,875
At March 31, 2024 3,373 16,264 2,455 49,430 1,612 937 110 74,181 39,852
(a) Land includes land held on lease under perpetual basis: Gross carrying amount Rs 661 (March 31, 2023 - Rs 661); Net carrying amount Rs 661 (March 31,
2023 - Rs 661).
(b) The Group capitalises its cost of general borrowings at the rates mentioned in note 14 and note 19. Borrowing costs capitalised during the year
amounted to Rs. 2,753 (March 31, 2023 - Rs. 2,433).
(c) Plant and equipment include computers and office equipment.
(d) Foreign exchange loss, net of Rs. Nil (March 31, 2023 - Rs. Nil) on long term foreign currency monetary liabilities relating to acquisition of a depreciable
capital asset has been adjusted with the cost of such asset pursuant to option available on long-term foreign currency monetary items which were
obtained before the beginning of the first Ind AS financial reporting period as per the previous GAAP [refer note 2(b)(i)].
(e) Capital work-in-progress as on March 31, 2024 mainly comprises new biopharmaceutical and research manufacturing units.
(f ) For details of security on certain property, plant and equipment, refer note 14
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
3. Property, plant and equipment and Capital work-in-progress (continued)
To be completed in
Projects in progress Less than More than Total
1-2 years 2-3 years
1 year 3 years
Project 2 2,750 - - - 2,750
Project 3 6,563 - - - 6,563
Project 5 2,892 - - - 2,892
Project 9 3 40 33 - 76
Project 10 97 1 - - 98
Project 11 502 21 - - 523
Project 12 2,253 - - - 2,253
At March 31, 2024 15,060 62 33 - 15,155
Project 2 1,962 - - - 1,962
Project 3 - 6,269 - - 6,269
Project 4 367 - - - 367
Project 5 1,275 - - - 1,275
Project 9 73 - - - 73
Project 10 297 - - - 297
Project 11 21 - - - 21
At March 31, 2023 3,995 6,269 - - 10,264
(b) Refer note 34 (ii) for contractual commitments for purchase of intangible assets.
(c) Refer note 43 for impairment assessment of Goodwill.
(d) During the previous year, the Group reassessed the useful life of Product related intangibles (including Licences, Brands and Patents) which resulted in changes in the future expected economic
benefit from the intangible assets for a period of 15 years (approx). The Management had previously considered life of 7 years to amortise the intangibles. The effect of these changes in useful
323
Biocon Limited
* Other intangible assets includes computer software and intellectual property rights.
Biocon Limited
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
To be completed in
Particulars Less than 1-2 years 2-3 years More than Total
1 year 3 years
Projects in progress
Project 1 2,631 - - 2,631
At March 31, 2024 - 2,631 - - 2,631
Projects in progress
Project 1 2,749 - - - 2,749
At March 31, 2023 2,749 - - - 2,749
Accumulated depreciation
At April 01, 2022 6 328 43 377
Amortisation for the year 12 191 4 207
Disposals/transfer - (155) - (155)
At March 31, 2023 18 364 47 429
Amortisation for the year 38 358 68 464
Disposals/transfer - (174) (5) (179)
At March 31, 2024 56 548 110 714
Net carrying amount
At March 31, 2023 356 2,153 73 2,582
At March 31, 2024 318 5,151 276 5,745
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
5. Non-current investments
March 31, 2024 March 31, 2023
I. Quoted equity instruments at fair value through other comprehensive income
Vaccinex Inc., USA - 1,425 (March 31, 2023 - 299,226) Common Stock, par value USD 0.0001 each [refer 1 10
note (v) below]
Equillium Inc., USA - 2,316,134 (March 31, 2023 - 2,316,134) Common Stock, par value USD 0.001 each 417 110
Total quoted investments in equity instruments 418 120
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(i) During the year ended March 31, 2021, Syngene invested Rs. 100 in Immuneel Therapeutics Private Limited. During the year ended March 31, 2022,
additional funding from external investors were received resulting in a dilution of Syngene’s equity interest. The gain on fair valuation from Rs. 100 to
Rs. 214 is recognised in Other comprehensive income. During the year ended 31 March 2023 and March 31, 2024, Syngene based on a fair valuation
recorded a fair value increase in its investment carrying value by Rs. 108 and a fair value decrease of Rs. 93 million, respectively.
(ii) Terms of conversion: 1 compulsory convertible preference share of face value Rs. 100/- each will convert to 1 equity share of face value Rs. 100/- at end
of the tenure of 20 years from allotment.
(iii) Terms of conversion: 1 compulsory convertible debentures of face value Rs. 1000/- each will convert to 1 equity share of face value Rs. 100/- at end of
the tenure of 20 years from allotment.
(iv) Terms of conversion: 1 compulsory convertible preference share of face value Rs. 10/- each will convert to 1 equity share of face value Rs. 10/- at end of
the tenure of 20 years from allotment.
(v) Decrease due to reverse stock split
* Inter corporate deposits with financial institutions yield fixed interest rate.
The Group’s exposure to credit and currency risks, and loss allowances are disclosed in note 36.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
8. Other assets
March 31, 2024 March 31, 2023
(Unsecured considered good, unless otherwise stated)
(a) Non-current
Capital advances 2,304 1,216
Duty drawback receivable 90 112
Balances with statutory / government authorities 1,793 1,486
Prepayments 93 167
4,280 2,981
(b) Current
Balances with statutory / government authorities 4,516 3,061
Advance to suppliers 1,064 1,503
Prepayments 1,571 1,316
7,151 5,880
9. Inventories
March 31, 2024 March 31, 2023
Raw materials, including goods-in-bond * 8,366 8,962
Packing materials 2,798 3,767
Traded goods 15,895 11,983
Finished goods 8,234 4,013
Work-in-progress 14,146 13,712
49,439 42,437
* Inventories includes goods in-transit Rs. 4,236 (March 31, 2023 - Rs 326)
Write-down of inventories to net realisable value and provision for stock obsolescence amounted to Rs. 565 (March 31, 2023 - Rs 719). These were recognised
as an expense during the year and included in ‘changes in inventories of finished goods, work-in-progress and stock-in-trade’ in the consolidated statement of
profit and loss.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(a) Margin money deposits with carrying amount of Rs 3 (March 31, 2023 - Rs 3) are subject to first charge against bank guarantees obtained.
(b) The Group has cash in hand which are not disclosed above since amounts are rounded off to Rupees million.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity shares March 31, 2024 March 31, 2023
No. of shares Rs. No. of shares Rs.
At the beginning of the year 1,200,600,000 6,003 1,200,600,000 6,003
Issue of shares - - - -
Outstanding at the end of the year 1,200,600,000 6,003 1,200,600,000 6,003
(ii) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs 5 per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian Rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of
all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.
March 31
Particulars
2024 2023 2022 2021 2020
Equity shares of Rs 5 each - - - - 600,000,000
The Company had allotted 600,000,000 equity shares of Rs 5 each fully paid up as bonus shares on June 19, 2019 in the ratio of 1:1 (one equity shares of
Rs 5 each for every one equity share of Rs 5 each held in the Company as on the record date i.e. June 13, 2019) by capitalisation of securities premium
and general reserve. In accordance with Ind AS 33, the Earnings per share data adjusted to give effect to the bonus issue.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
General reserve
General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
Retained earnings
The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the standalone financial statements
of the Company and also considering the requirements of the Act. Thus the amounts reported are not distributable in entirety.
Treasury shares
Own equity instruments that are reacquired (treasury shares) by the ESOP trusts of the Group are recognised at cost and deducted from equity.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(h) (i) Syngene International Limited (‘Syngene’) has entered into an external commercial borrowing agreement dated September 21, 2020, to obtain a
USD 50 million (Rs. 4,109) term loan facility. This facility was utilized to finance capital expenditures at the Bengaluru, Hyderabad, and Mangaluru
premises of Syngene, as intended. The loan carried an interest rate of Libor + 1.30% and was scheduled to be repaid in three installments: USD 7.5
million in September 2023, USD 12.5 million in September 2024, and USD 30 million in September 2025. The facility was secured by a first priority
pari passu charge on fixed assets (movable plant and machinery) and a second charge on the current assets of Syngene. The first installment was
paid as per the schedule. However, the remaining loan amount was pre-closed on October 3, 2023.
(ii) Syngene has entered into foreign currency term loan agreement dated March 30, 2021 to borrow USD 20 million (Rs. 1,644) term loan facility.
The facility is borrowed to incur capital expenditure at Bengaluru, Hyderabad and Mangaluru premises of the Company and was used for this
specific purpose. The facility carries an interest rate of 6M SOFR + 1.17% and are to be paid in three instalments of 15%, 25% and 60% from end
of 3 years, 4 years and 5 years respectively from the date of origination. The facility is secured by first priority pari passu charge on property, plant
and equipment (movable plant and machinery) and second charge on current assets of Syngene.
(i) During the year ended March 31, 2021, BBL had issued NCD of face value Rs 10,00,000 each to HDFC Bank Limited amounting to Rs. 2,000 for a tenure
of 43 months. The debentures are repayable at the end of the term in April 2024. The NCD carries call/put option on or after September 21, 2023. The
debentures carries fixed coupon rate of 6.8949% p.a. and are secured by first pari-passu charge on the movable plant, property and equipment of BBL.
Carrying value of the loan as at March 31, 2024 amounts to Rs Nil (March 31, 2023: 2,000). During the year ended 31 Mar 2024, BBL has repaid the NCD
along with interest.
(j) During the year ended March 31, 2021 , BBL has entered into an agreement with Goldman Sachs India AIF Scheme-1(‘Investor’) whereby the Investor
has infused Rs.11,250 against issuance of Optionally Convertible Debentures. The debentures are issued for a tenor of 61 months, are unsecured,
redeemable at par and carry a conversion option at any time during the tenor at the option of the investor. It also bears a coupon rate of 5% per annum
payable on compounded and cumulative basis only on redemption. The debentures were accounted in the consolidated financial statements as a
compound financial instrument in line with Ind AS, given that it has both financial liability and equity feature. Accordingly, the consideration received
was bifurcated into financial liability and equity in the consolidated financial statements. The financial liability is subsequently recorded at amortised cost.
During the year ended March 31, 2022, BBL had entered into amendment to the terms of OCD agreement which provides for redemption amount INR
equivalent of USD 153.23 million with reference to rate published by RBI for conversion of USD to INR one day prior to redemption. This resulted in the
modification of the compound financial instrument and OCD is classified as financial liability from the modification date.
(k) During the year ended March 31, 2023, the Company had issued 107,000 redeemable Non-Convertible Debentures (NCD) in 3 series each having a face
value of Rs 1,00,000 with a minimum return of 12% per annum plus agreed variable coupon payable upon redemption. The variable coupon is linked to
the equity share price of a subsidiary. Tenure of the NCD is 5 years from the date of allotment or earlier based on put option terms requiring the company
to provide exit to the lender if exit terms do not occur by the specified date in the agreement. The agreement has drag along rights allowing the lender
to seek redemption of NCDs if the put option as described in note 16 is exercised. The NCD are secured by way of pledge over 38,113,557 equity shares
of a subsidiary held by the Company. The NCD proceeds were utilised for repayment of mezzanine borrowing which was raised for investing in the
subsidiary.
(l) During the current year, the Company has issued 50,000 redeemable Non-Convertible Debentures (NCD) having a face value of Rs 1,00,000 with a
minimum return of 12% per annum plus agreed variable coupon payable upon redemption. The variable coupon is linked to the equity share price of
a subsidiary. Tenure of the NCD is 4 years from the date of allotment or earlier based on put option terms requiring the company to provide exit to the
lender if exit terms do not occur by the specified date in the agreement. The agreement has drag along rights allowing the lender to seek redemption
of NCDs if the put option as described in note 16 is exercised. . The NCD are secured by way of pledge over 17,810,073 equity shares of a subsidiary held
by the Company. The NCD proceeds were utilised for repayment of mezzanine borrowing which was raised for investing in the subsidiary.
(m) During the year ended March 31, 2023, the Company issued Commercial Paper (‘CP’) of Rs. 22,500 at a discounted value of Rs. 22,073 which were listed
in the National Stock Exchange in India. The same has been fully repaid by the Company at maturity value in the year ended March 31, 2023.
(n) The Group has met all the covenants under these arrangements as at March 31, 2024 and March 31, 2023.
(o) The Group’s exposure to liquidity, interest rate and currency risks are disclosed in note 36.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
15. Leases
The Group has entered into lease agreements for use of land, buildings and vehicles which expires over a period ranging upto the year of 2117. Gross
payments for the year aggregate to Rs. 562 (March 31, 2023: Rs. 294).
The following is the movement in lease liabilities:
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
# Biocon Biologics Limited (“BBL”) has entered into a agreement with Eris Lifesciences for sale of its business of commercialization of (i) Branded generic
immunotherapy and nephrology small molecules formulations being manufactured by third parties under manufacturing agreements and (ii) the in-licensed
products in India for consideration of Rs. 3,660 million. The Group has recorded gain of Rs. 3,500 million net of costs of the related underlying assets.
a) Others include income from support services, rentals by the SEZ Developer and recognition of deferred revenue for assets funded by customers over the
useful life.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
The ESOP Trust shall make additional purchase of equity shares of the Company using the proceeds from the loan obtained from the Company, other
cash inflows from allotment of shares to employees under the ESOP Plan and shall subscribe, when allotted to such number of shares as is necessary for
transferring to the employees. The ESOP Trust may also receive shares from the promoters for the purpose of issuance to the employees under the ESOP
Plan. The Remuneration Committee shall determine the exercise price which will not be less than the face value of the shares.
Grant VII
In July 2014, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at the closing market price of Company’s shares existing on the date preceding to the date of grant.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Grant IX
In June 2016, the Company approved the grant to its employees under the existing ESOP Plan 2000. The options under this grant would vest to the
employees as 10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an
exercise period ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees.
These options are exercisable at 50% of the closing price as per National Stock Exchange as on the preceding day to the date of grant.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
The average market price of the Company’s share during the year ended March 31, 2024 is Rs 248 (March 31, 2023 - Rs 289) per share.
(b) RSU Plan 2015
On March 11, 2015, Biocon’s Remuneration Committee approved the Biocon - Restricted Stock Units (RSUs) of Syngene (‘RSU Plan 2015’) for the grant
of RSUs to the employees of the Company and its subsidiaries other than Syngene. The Remuneration Committee administers the plan through a trust,
called the Biocon Limited Employee Welfare Trust. For this purpose, on March 31, 2015, the Company transferred 2,000,000 equity shares of Syngene to
Biocon Limited Employees Welfare Trust.
In April 2015, the Company approved the grant to its employees under the RSU Plan 2015. The RSUs under this grant would vest to the employees as
10%, 20%, 30% and 40% of the total grant at the end of first, second, third and fourth year from the date of grant, respectively, with an exercise period
ending one year from the end of last vesting. The vesting conditions include service terms and performance grade of the employees. Exercise price of
RSUs will be Nil.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
During the year modification in vesting was approved by NRC. Based on revised approval, the options under this grant would vest to the employees as
25% in first year after the grant date, 25% on the event of IPO, 25% after the expiry of one year from IPO date and 25% after the expiry of 2 years from the
IPO date. The options are exercisable only on the event of an IPO and exercise period shall be one year from the date of last vesting.
March 31, 2024 March 31, 2023
The RSUs granted under this Plan shall vest over a period of time (service condition) and based upon the performance of the employee. The period of
vesting shall be determined as per the date of grant and the maximum period of vesting shall not extend beyond August 1, 2024. The actual number of
RSUs to be vested each year for each Grantee shall be based on his individual performance conditions, the key parameters of which shall be measured
through growth in revenue and profits, delivering on key strategic initiatives and shareholders’ value creation and such other conditions as may be
determined by the Managing Director and Chief Executive Officer of the Company in accordance with the overall terms set by the NRC.
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model for grants during the year are as follows:
Particulars March 31, 2024 March 31, 2023
Weighted Average Exercise Price 5 5
Expected volatility 33.0% to 36.2% 33.0% to 36.2%
Life of the options granted (vesting and exercise period) in years 0.75 4.03
Average risk-free interest rate 7.2% 5.6%
Expected dividend rate 0.6% 0.6%
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
30. Employee stock compensation (continued)
(e) Syngene ESOP Plan 2011
On July 20, 2012, Syngene Employee Welfare Trust (‘Trust’) was created for the welfare and benefit of the employees and directors of Syngene and
administered by the Nomination and Remuneration Committee. The Board of Directors approved the employee stock option plan of Syngene. On
October 31, 2012, the Trust subscribed into the equity shares of the Syngene using the proceeds from interest free loan of Rs. 150 obtained from
Syngene.
Grant
Pursuant to the Scheme, Syngene has granted options to eligible employees of the Company under Syngene Employee Stock Option Plan - 2011. Each
option entitles for one equity share. The options under this grant will vest to the employees as 25%, 35% and 40% of the total grant at end of second,
third and fourth year from the date of grant, respectively, with an exercise period of three years for each grant. The vesting conditions include service
terms and performance of the employees. These options are exercisable at an exercise price of Rs. 11.25 [March 31, 2023 : Rs. 11.25] per share (Face Value
of Rs. 10 per share).
March 31, 2024 March 31, 2023
Particulars No of No of
Options Options
Outstanding at the beginning of the year 610,191 1,342,140
Granted during the year - -
Lapses/forfeited during the year (6,306) (30,883)
Exercised during the year (469,762) (701,066)
Outstanding at the end of the year 134,123 610,191
Exercisable at the end of the year 61,472 549,377
Weighted average exercise price 11.25 11.25
Weighted average share price at the date of exercise (In Rs) 745.7 572.7
The weighted average remaining contractual life for the stock options outstanding as at March 31, 2024 is 3 years [March 31, 2023- 4 years].
(f) Syngene Restricted Stock Unit Long Term Incentive Plan 2020
The Board of Directors of Syngene on April 24, 2019 and the Shareholders of the Company in the Annual General Meeting held on July 24, 2019
approved the Syngene Restricted Stock Unit Long Term Incentive Plan FY 2020. Each option entitles for one equity share. The options under this grant
will vest to the employees as 25%, 25%, 25% and 25% of the total grant at the end of first, second, third and fourth year from the date of first grant,
respectively, with an exercise period of 5 years for each grant. The vesting conditions include service terms and performance of the employees. These
options are exercisable at an exercise price of Rs. 10 per share (Face Value of Rs. 10 per share).
The weighted average remaining contractual life for the stock options outstanding as at March 31, 2024 is 3.34 years [March 31, 2023 - 4 years].
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model are as follows:
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
The weighted average remaining contractual life for the stock options outstanding as at 31 March 2024 is 1.17 years [31 March 2023 : Nil].
Assumptions used in determination of the fair value of the stock options under the Black Scholes Model are as follows:
In August 2021, based on the approval of the Board of BBL, BBL granted RSUs to its employees under this Plan. For grants made before August 1, 2021,
the options would vest to the employees as 33%, 33% and 34% of the total grant at the end of first, second and third year, respectively from the date of
grant. Where the grant is made after August 01, 2021 and before July 31, 2022, the vesting would be 50% and 50% of the total grant at the end of first
and second year, respectively from the date of grant. For grants made after August 1, 2022 and before March 31, 2023, 100% would vest in one year from
the date of grant. Exercise period is 3 years for each grant. These options are exercisable at Rs. 10 per RSU. The RSU Plan provides for certain market and
non-market conditions for vesting which are measured through revenue, profit, achievement of key milestones and share price increase.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
In March 2023, based on the approval of the Board, the Company granted RSUs to its employees under this Plan. The options under this grant would
vest to the employees as 25% in first year after the grant date, 25% on the event of IPO, 25% after the expiry of one year from IPO date and 25% after the
expiry of 2 years from the IPO date. The options are exercisable only on the event of an IPO and exercise period shall be one year from the date of last
vesting. These options are exercisable at Rs. 10 per RSU..
Details of Grant
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Associate
Bicara Therapeutics Inc. Associate (upto December 12th, 2023)
Joint Ventures
NeoBiocon FZ LLC Joint-venture
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
33. Related party transactions (continued...)
Particulars Transaction / Balances Year ended Year ended
March 31, 2024 March 31, 2023
Other related parties Sale of goods 46 53
Sale of services 8 -*
Expense cross charge in relation to Transition Support 10,924 5,503
Agreement ('TSA') [refer note 42A(j)] ^
Revaluation of investment 94 -
Expenses incurred by related party on behalf of the 130 -
Company
Health services availed - 3
CSR Expenditure 198 166
Other expenses 69 64
Outstanding as at the year end:
- Trade and other receivables 10 22
- Deferred consideration payable 27,423 27,587
- Contingent consideration payable 7,426 6,583
- Contingent consideration receivable 750 8,993
- Trade and other payables - 553
* Amounts are not represented since the amounts are rounded off to Rupees million.
^ For closing receivables and payable balances arising from business combination, refer note 6(a) and note 16.
(a) The remuneration to key management personnel doesn’t include the provisions made for gratuity and compensated absences amounting to Rs 13
(March 31, 2023: Rs 4), as they are obtained on an actuarial basis for the Company as a whole.
(b) Share-based compensation expense allocable to key management personnel is Rs 59 (March 31, 2023 - Rs 75) which is not included in the remuneration
disclosed above.
(c) The above disclosures include related parties as per Ind AS 24 on “Related Party Disclosures”.
(d) All transactions with these related parties are priced on an arms length basis and none of the balances are secured.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
35. Employee benefit plans
(i) The Group has a defined benefit gratuity plan as per the Payment of Gratuity Act, 1972. Under this legislation, employee who has completed five years
of service is entitled to specific benefit. The level of benefits provided depends on the employee’s length of service and salary at retirement/termination
age and does not have any maximum monetary limit for payments. The gratuity plan is primarily a funded plan and the Group makes contributions to
a recognised fund in India.
The plan assets are maintained with HDFC Life Insurance Company Limited (HDFC Life) in respect of gratuity scheme for employees of the Group.
The details of investments maintained by the HDFC Life are not available with the Group and not disclosed. The expected rate of return on plan assets
is 7.3% p.a. (March 31, 2023: 7.3% p.a.). The Group actively monitors how the duration and expected yield of the investments are matching the expected
outflows arising from the employee benefit obligations.
The cost of the defined benefit plans and other long term benefits are determined using actuarial valuations. Actuarial valuations involve making various
assumptions that may differ from actual developments in the future. These includes the determination of the discount rate, future salary increases and
mortality rate. Due to these complexity involved in the valuation it is highly sensitive to the changes in these assumptions. All assumptions are reviewed
at reporting date. The present value of the defined benefit obligation and the related current service cost and planned service cost were measured using
the projected unit cost method.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the
Group’s financial statements as at balance sheet date:
Present value of
Fair value of Net defined benefit
Particulars defined benefit
plan assets (asset)/liability
obligation
Balance as on April 01, 2023 1,308 (7) 1,301
Current service cost 169 - 169
Interest expense / (income) 95 (1) 94
Amount recognised in Statement of profit and loss 264 (1) 263
Remeasurements:
Return on plan assets, excluding amounts included in interest expense - - -
/ (income)
Actuarial (gain) / loss arising from:
Demographic assumptions - - -
Financial assumptions 9 - 9
Experience adjustment 72 - 72
Amount recognised in other comprehensive income 81 - 81
Employers contribution (8) - (8)
Benefits paid (138) - (138)
Balance as at March 31, 2024 1,507 (8) 1,499
Present value of
Fair value of Net defined benefit
Particulars defined benefit
plan assets (asset)/liability
obligation
Balance as on April 01, 2022 1,238 (7) 1,231
Current service cost 163 - 163
Interest expense / (income) 74 - 74
Amount recognised in Statement of profit and loss 237 - 237
Remeasurements:
Return on plan assets, excluding amounts included in interest expense - - -
/ (income)
Actuarial (gain) / loss arising from:
Demographic assumptions (11) - (11)
Financial assumptions (102) - (102)
Experience adjustment 75 - 75
Amount recognised in other comprehensive income (38) - (38)
Employers contribution - - -
Benefits paid (129) - (129)
Balance as at March 31, 2023 1,308 (7) 1,301
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
*Refer note 16 for measurement of non current financial liabilities carried at fair value through other equity (FVTOE).
^ Refer note 42 for assets and liabilities arising from business combination
(a) The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of
these items due to their short – term nature
(b) There have been no transfers between level 1, 2 and 3 needs to be made.
(c) The Group enters into derivative financial instruments with various counterparties. Derivatives are valued using valuation techniques in consultation
with market expert. The most frequently applied valuation technique include forward pricing, swap models and Black Scholes Merton Model (for
options valuation), using present value calculations. The models incorporate various inputs including foreign exchange forward rates, interest rate curve
and forward rates curve.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Significant
At March 31, 2023 Valuation Techniques unobservable Sensitivity of input to fair value measurement
inputs
a) Contingent Binomial Option Pricing Model a) Discount rate A 1% increase in discount rate would have led to approximately
consideration receivable - using risk free discount rate Rs. 100 gain in Statement of Profit and loss. A 1% decrease would
(refer note 42A) and growth rate. have led to approximately Rs. 107 loss in Statement of Profit and loss.
b) Volatility rate A 5% increase in volatility rate would have led to approximately
Rs. 467 loss in Statement of Profit and loss. A 5% decrease would have
led to approximately Rs. 530 gain in Statement of Profit and loss.
b) Contingent Binomial Option Pricing Model a) Discount rate A 1% increase in discount rate would have led to approximately
consideration payable - using risk free discount rate Rs. 265 gain in Statement of Profit and loss. A 1% decrease would
(refer note 42A) and growth rate. The fair value have led to approximately Rs. 268 loss in Statement of Profit and loss.
is equal to the present value b) Volatility rate A 5% increase in volatility rate would have led to approximately Rs. 78
of the probability - weighted gain in Statement of Profit and loss. A 5% decrease would have led to
future payoffs approximately Rs. 365 loss in Statement of Profit and loss.
c) Non Convertible Binomial Option Pricing Model a) Discount rate A 1% increase in discount rate would have led to approximately
Debentures [refer note - using risk free discount rate Rs. 228 gain in Statement of Profit and loss. A 1% decrease would
14(l)] and growth rate. have led to approximately Rs. 235 loss in Statement of Profit and loss.
b) Volatility rate A 5% increase in volatility rate would have led to approximately Rs. 35
gain in Statement of Profit and loss. A 5% decrease would have led to
approximately Rs. 36 loss in Statement of Profit and loss.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Gross liability
Contingent Contingent Non Convertible
Non-current on written put
Particulars consideration consideration Debentures
investments options [refer
receivable payable [refer note 14(l)]
note 16(a)(i)]
At April 01, 2022 408 - - - 15,033
Assumed in a business combination [refer note 42] - 10,251 7,366 - -
Investment made in the current year 29 - - - -
Proceeds from Issue - - - 10,700
Gain/loss included in Statement of Profit and loss
- Net change in fair value loss (unrealised) 108 (1,323) - 222 -
- Net change in fair value gain (unrealised) - - (783) - (994)
Foreign currency translation adjustment - 65 - - -
At March 31, 2023 545 8,993 6,583 10,922 14,039
Investment made in the current year 130 - - - 3,000
Proceeds from Issue - - 5,000 -
Gain/Loss included in Statement of Profit and loss
- Net change in fair value loss (unrealised) - - 843 2,402 979
- Net change in fair value gain (unrealised) 5,744 1,895 - - -
Derecognised on account of conversion to Equity shares - (10,219) - - -
Foreign currency translation adjustment - 81 - - -
At March 31, 2024 6,419 750 7,426 18,324 18,018
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(iii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled
by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The Group believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. In addition,
the Group maintains lines of credit as stated in note 14 and note 19.
The following are the contractual maturities of financial liabilities and excluding interest payments. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay:
More than 5
Particulars Less than 1 year 1 - 2 years 2-5 years Total
years
Borrowings [refer note b] 24,802 9,441 143,464 - 177,707
Trade payables 39,831 - - - 39,831
Lease liabilities 447 305 893 2,626 4,271
Derivative liabilities 586 127 87 44 844
Other financial liabilities [refer note a] 4,668 46,171 24 - 50,863
Total 70,334 56,044 144,468 2,670 273,516
(a) Other financial liabilities includes amounts payable towards Gross obligation liability, refer note 16.
(b) Borrowings include non-convertible debentures amounting to Rs. 18,324 (March 31, 2023: Rs. 10,922) related to agreements with the
lenders containing certain put options fully described in note 14 to these financial statements.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Sensivitity analysis
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financial instruments and the
impact on other components of equity arises from foreign exchange forward/option contracts designated as cash flow hedges.
Impact on other
Impact on profit or (loss)
Particulars components of equity
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
USD Sensitivity
INR/USD - Increase by 1% (1,414) (283) (2,031) (2,329)
INR/USD - Decrease by 1% 1,414 283 2,031 2,234
EUR Sensitivity
INR/EUR - Increase by 1% 31 8 31 8
INR/EUR - Decrease by 1% (31) (8) (31) (8)
All of the above contracts are effective as at March 31,2024 and March 31, 2023 and designated through other comprehensive income.
Cash flow and fair value interest rate risk
The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk.
During the year ended March 31, 2024 and March 31, 2023 the Group’s borrowings at variable rate were mainly denominated in USD.
(a) Interest rate risk exposure
The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows:
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(b) Sensitivity
The Group policy is to maintain a optimum balance between fixed and variable rate borrowings using interest rate swaps to achieve this when
necessary. The Group has taken Interest Rate Swaps against above borrowings to the extent of USD 560 million to hedge the interest rate
exposure. The Group is therefore subject to interest rate risk as defined under Ind AS 107.
A reasonably possible change of 100 basis points in interest rates for variable rate borrowings at the reporting date would have increased/
(decreased) equity and profit or loss by Rs. 1,213 (March 31, 2023 : Rs. 1,628)
Net Investment hedges
A foreign currency exposure arises from the Group’s net investment in its foreign subsidiaries that have a USD functional currency. The risk arises
from the fluctuation in spot exchange rates between the USD and the INR, which causes the amount of the net investment to vary.
The hedged risk in the net investment hedge is the risk of a weakening USD against the INR that will result in a reduction in the carrying amount
of the Group’s net investment in its foreign subsidiaries.
During the year ended March 31, 2023, the Group designated a USD denominated loan as a hedging instrument to hedge its net invetsment in
foreign operation of its foreign subsidiaries, which mitigates the foreign currency risk arising from the subsidiary’s net assets.
To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument and the hedged item by
comparing changes in the carrying amount of the debt that is attributable to a change in the spot rate with changes in the investment in the
foreign operation due to movements in the spot rate (the offset method). The Group’s policy is to hedge the net investment only to the extent
of the debt principal.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Impact of
Opening Business Recognised in Recognised Exchange Closing
For the year ended March 31, 2023
balance combination profit or loss in OCI difference balance
[note 42A]
Deferred tax liabilities
Property, plant and equipment and intangible 2,648 - 1,021 - 102 3,771
assets
Intangible assets acquired in business combination - 2,879 (27) - - 2,852
[refer note 42A]
Goodwill - - 654 654
Derivative assets 359 - - (109) - 250
Deferred consideration - 478 (95) 2 385
Others 72 - (72) - - -
Gross deferred tax liabilities 3,079 3,357 1,481 (109) 104 7,912
Deferred tax assets
Provision for employee benefits 544 - (43) 24 - 525
Derivative liabilities 52 - (127) 170 - 95
Allowance for doubtful debts 91 - 28 - - 119
Other deductible expenses 93 - 87 - - 180
MAT credit entitlement 3,714 - (991) - - 2,723
Deferred revenue 54 - 39 - - 93
Carry forward losses - - 2,603 - - 2,603
Others 941 - (194) - 19 766
Gross deferred tax assets 5,489 - 1,402 194 19 7,104
2,410 (3,357) (79) 303 (85) (808)
Deferred tax balances
Particulars March 31, 2024 March 31, 2023
Deferred tax assets (net) 3,173 3,010
Deferred tax liabilities (net) (3,915) (3,818)
(742) (808)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
39. Interest in other entities
(a) Subsidiaries
The Group’s subsidiaries as at March 31, 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are
held by the Group, and proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration
is also their principal place of business.
Ownership interest
Ownership interest
held by the non-
held by the Group
Country of controlling interest
No. Name of entity Name of entity
incorporation March 31, March 31, March 31, March 31,
2024 2023 2024 2023
% % % %
1 Syngene International Limited India 54.9 54.9 45.1 45.1 Contract research and
manufacturing services
2 Biocon Pharma Limited ('BPL') India 100.0 100.0 - - Biopharmaceutical manufacturing
3 Biocon Biologics Limited* India 75.6 78.6 24.4 21.4 Biopharmaceutical manufacturing
4 Biocon Biosphere Limited India 100.0 100.0 - - Biopharmaceutical manufacturing
5 Biofusion Therapeutics Limited** India 100.0 100.0 - - Research services
6 Biocon Academy India 100.0 100.0 - - Not for profit organisation
7 Syngene Scientific Solutions Limited India 54.9 54.9 45.1 45.1 CRAMS and clinical research
services
8 Syngene Manufacturing Solutions India 54.9 54.9 45.1 45.1 Manufacture of enzyme products
Limited and medicinal goods
9 Biocon SA Switzerland 100.0 100.0 - - Research and development
10 Biocon Sdn Bhd Malaysia 75.6 78.6 24.4 21.4 Biopharmaceutical manufacturing
and sale of biosimilar products
11 Biocon Biologics Healthcare Malaysia Malaysia 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
SDN. BHD
12 Biocon Biologics UK Limited United 75.6 78.6 24.4 21.4 Sale of biosimilar products
Kingdom
13 Biocon Pharma UK Limited United 100.0 100.0 - - Sale of pharmaceutical products
Kingdom
14 Biosimilars Newco Limited United 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
Kingdom
15 Biocon Biologics Inc. United States 75.6 78.6 24.4 21.4 Business support and marketing for
Biosimilar products
16 Biocon Pharma Inc. United States 100.0 100.0 - - Sale of pharmaceutical products
17 Syngene USA Inc. United States 54.9 54.9 45.1 45.1 Marketing and business
development support services
18 Biocon Biologics do Brasil Ltda. Brazil 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
19 Biocon Biologics FZ–LLC Dubai 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
20 Biocon FZ LLC. Dubai 100.0 100.0 - - Sale of pharmaceutical products
21 Biocon Pharma Ireland Limited Ireland 100.0 100.0 - - Sale of pharmaceutical products
22 Biosimilars Collaborations Ireland Ireland 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
Limited
23 Biocon Pharma Malta Limited Malta 100.0 100.0 - - Sale of pharmaceutical products
24 Biocon Pharma Malta I Limited Malta 100.0 100.0 - - Sale of pharmaceutical products
25 Biocon Biologics Canada Inc. Canada 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
26 Biocon Biologics Germany GmbH Germany 75.6 78.6 24.4 21.4 Sale of biopharmaceutical products
27 Biocon Biologics France S.A.S France 75.6 - 24.4 - Sale of biopharmaceutical products
28 Biocon Biologics Spain, S.L. Spain 75.6 - 24.4 - Sale of biopharmaceutical products
29 Biocon Biologics Switzerland AG Switzerland 75.6 - 24.4 - Sale of biopharmaceutical products
30 Biocon Biologics Belgium BV Belgium 75.6 - 24.4 - Sale of biopharmaceutical products
31 Biocon Biologics Finland OY Finland 75.6 - 24.4 - Sale of biopharmaceutical products
32 Biocon Generics Inc. United States 75.6 - 24.4 - Sale of biopharmaceutical products
33 Biocon Biologics Morocco S.A.R.L.A.U Morocco 75.6 - 24.4 - Sale of biopharmaceutical products
34 Biocon Biologics Greece SINGLE Greece 75.6 - 24.4 - Sale of biopharmaceutical products
MEMBER P.C
35 Biocon Biologics South Africa (PTY) Ltd South Africa 75.6 - 24.4 - Sale of biopharmaceutical products
36 Biocon Biologics (Thailand) Co. Ltd Thailand 75.6 - 24.4 - Sale of biopharmaceutical products
37 Biocon Biologics Philippines Inc Philippines 75.6 - 24.4 - Sale of biopharmaceutical products
38 Biocon Biologics Italy S.R.L Italy 75.6 - 24.4 - Sale of biopharmaceutical products
39 Biocon Biologics Croatia LLC Croatia 75.6 - 24.4 - Sale of biopharmaceutical products
* Also refer note 16
** Merged with BPL
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
39. Interest in other entities (continued...)
(b) Non-controlling interests
Below is the summarised consolidated financial information for Syngene International Limited and Biocon Biologics Limited that has non-controlling interests
that is material to the Group as on March 31, 2024. The amounts disclosed for the subsidiary are before inter-company eliminations.
Syngene International Limited
Summarised balance sheet
Particulars March 31, 2024 March 31, 2023
Non-current assets 41,926 34,057
Current assets 19,590 24,253
Total assets 61,516 58,310
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
39. Interest in other entities (continued...)
statement of profit and loss
Summarised
Particulars March 31, 2024 March 31, 2023
Revenue from operations 88,242 55,838
Profit for the year 2,182 1,335
Other comprehensive income 2,610 1,537
Total comprehensive income 4,792 2,872
Total comprehensive income allocated to non-controlling interests 988 78
Non-current liabilities 18 17
Current liabilities 120 148
Total liabilities 138 165
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
40. Segment Reporting
Based on the “management approach” as defined in Ind AS 108, the Chief Operating Decision Maker (“CODM”) evaluates the Group’s performance based
on an analysis of various performance indicators by business segments and geographic segments. Accordingly, information has been presented both
along business segments and geographic segments. The accounting principles used in the preparation of the financial statements are consistently
applied to record revenue and expenditure in individual segments, and are as set out in the significant accounting policies.
April 1, 2023 to March 31, 2024
Unallocated/
Generics Biosimilars Novels Research Total
Eliminations
Revenues
External revenue 25,001 88,183 - 34,373 - 147,557
Inter-segment revenue 2,984 59 - 513 (3,556) -
Total revenues 27,985 88,242 - 34,886 (3,556) 147,557
Costs
Segment costs (24,832) (65,669) 148 (24,217) (114,570)
Inter-segment costs (86) (2,432) (526) 3,044 -
Results
Other income including interest 888 1,754 5,353 906 (246) 8,655
Operating profit 41,642
Depreciation / Amortisation (1,568) (10,297) - (4,258) 435 (15,688)
Finance costs (6) (8,641) - (472) (625) (9,744)
Share of profit/(loss) of joint venture and associate (77) (765) - (842)
Segment results 2,304 2,957 4,736 6,319 (948) 15,368
Exceptional items, net - - - - (116) (116)
Income taxes - Current and deferred - - - - (2,274) (2,274)
Non-controlling interests - - - - (2,753) (2,753)
Profit after taxes attributable to shareholders 10,225
Other Information
Segment assets 71,067 431,435 - 61,516 (3,311) 560,707
Total assets 560,707
Segment liabilities 19,757 257,344 - 18,939 11,919 307,959
Total liabilities 307,959
Unallocated/
Generics Biosimilars Novels Research Total
Eliminations
Revenues
External revenue 24,559 55,599 192 31,392 - 111,742
Inter-segment revenue 3,085 239 - 537 (3,861) -
Total revenues 27,644 55,838 192 31,929 (3,861) 111,742
Costs
Segment costs (24,116) (40,034) (417) (22,058) - (86,625)
Inter-segment costs (152) (2,543) - (527) 3,222 -
Results
Other income including interest 2,135 120 2,234 709 (1,439) 3,759
Operating profit 28,876
Depreciation / Amortisation (1,485) (6,382) (23) (3,665) 424 (11,131)
Finance costs (68) (2,969) (35) (452) (666) (4,190)
Share of profit of joint venture and associate (37) (1,633) - (1,670)
Segment results 3,921 4,030 318 5,936 (2,320) 11,885
Exceptional items, net - - - - (2,914) (2,914)
Income taxes - Current and deferred - - - - (2,541) (2,541)
Non-controlling interests - - - - (1,803) (1,803)
Profit after taxes attributable to shareholders 4,627
Other Information
Segment assets 58,526 401,589 1,896 58,310 107 520,428
Total assets 520,428
Segment liabilities 17,496 236,789 299 22,130 18,826 295,540
Total liabilities 295,540
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
40. Segment Reporting (continued...)
Geographical segments
Revenue from operations Year ended Year ended
March 31, 2024 March 31, 2023
India 16,079 16,737
United States of America 64,550 41,430
European union (incuding Ireland) 35,169 11,784
Rest of the world 31,759 41,791
Total 147,557 111,742
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
41. Additional information, as required under Schedule III of the Act, of enterprises consolidated as subsidiary/associates/joint venture (continued...)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
41. Additional information, as required under Schedule III of the Act, of enterprises consolidated as subsidiary/associates/joint venture (continued...)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
Total
Cash 156,645
0.001% Compulsorily Convertible Preference Shares (CCPS) 82,181
Equity shares * -*
Deferred consideration payable 27,940
Contingent consideration receivable (10,251)
Settlement of pre-existing relationship (9,260)
Total Consideration 247,255
Assets acquired
Trade receivables 16,097
Inventories 13,742
Other assets 253
Goodwill 159,831
Product related Intangibles (refer note (g) below)
Brands 2,632
Licenses to the patents 29,114
Other product related Intangibles 60,868
Liabilities assumed
Trade Payables (30,618)
Provision for sales return (1,307)
Deferred tax liabilities (3,357)
Total net assets acquired 247,255
*not disclosed above since the amounts is rounded off to Rupees million.
(a) CCPS were fair valued using Binomial Option Pricing Model at Rs. 82,181. Each CCPS shall be convertible into equity shares of BBL at any time at the
option of the holder at a conversion rate of 1:1. BBL has an obligation to issue further equity shares to Mylan Inc, subject to maximum of 61,562,420 equity
shares, such that the fair value of the equity holding post conversion is atleast USD 1,000 million. The issue of additional shares results in contingent
consideration. The CCPS initial recognition has been bifurcated into on equity component of Rs. 74,815 (fixed to fixed conversion) and contingent
consideration of Rs. 7,366.
(b) BBL has issued one equity share at fair value of Rs. 280.74 per share, based on the valuation report by the independent valuer.
(c) The Group has agreed for deferred consideration payable after 18-24 months from the acquisition date, fair valued at Rs. 27,940.
(d) Contingent consideration receivable amount will be due from Viatris Inc to the Group provided the value of CCPS at the time of conversion is USD 1,000
million. If the value of CCPS at the time of conversion is below USD 1,000 million,
Viatris Inc will adjust shortfall against Contingent consideration receivable to the maximum cap of USD 250 million.
Considering that the amount of Contingent consideration receivable is dependent on the value of the CCPS at the time of conversion event, a Binomial
Option Pricing Model has been applied to estimate the future equity value of BBL and Contingent consideration receivable is fair valued at Rs. 10,251.
(e) BBL and Viatris had entered into an arrangement, to collaborate to develop, manufacture and commercialize certain biosimilar products. In line with Ind
AS 103, settlement of pre-existing relationship did not result in any gain or loss in statement of profit and loss since the transaction was at arm’s length.
Liability towards pre-existing relationship amounting to Rs. 9,260 has been de-recognised with a corresponding impact to Goodwill.
(f ) The Goodwill of Rs. 159,831 consists largely of the synergies and economies of scale expected from the acquired business, together with the value of
the workforce acquired. The Goodwill generated on acquisition of businesses amounting to Rs. 126,708 is deductible for tax purposes, while remaining
portion is non-deductible for tax purposes.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
(g) The valuation techniques used for measuring the fair value of material assets acquired were as follows:
Intangible assets - Relief from-royalty method and multi-period excess earnings method.
- The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being
owned.
- The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the Intellectual Property rights,
by excluding any cash flows related to contributory assets.
Inventory -
Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated
costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.
(h) Acquisition related costs amounted to Rs. 2,374 were excluded from the consideration transferred and were recognised as expense under “Exceptional
items” in the Statement of profit and loss for the year ended 31 March 2023 [refer note 32].
(i) For the period November 29, 2022 till 31 March 2023, acquired business contributed revenue of Rs. 22,074, Profit before tax, interest, depreciation,
amortisation and exceptional items of Rs. 4,007 and Profit before tax and exceptional items of Rs. 73 to the Group’s results. If the acquisition had occurred
on 1 April 2022, management estimates that consolidated revenue would have been Rs. 155,890, consolidated Profit before tax, interest, depreciation,
amortisation, associate loss pick up and exceptional items of Rs. 36,890 and consolidated Profit before tax and exceptional items for the year would have
been Rs. 12,030. In determining these estimates, the management has annualised the revenue and profitability of the acquired business for the period
November 29, 2022 till March 31, 2023.
(j) BBL has entered into Transition Support Agreement (‘TSA’) with Viatris Inc to provide commercial and other transition services to ensure continuity of
customer service and smooth transition to the Group.
On 04 July 2023, Board of Directors of Syngene entered into a binding term sheet for acquiring Unit 3 biologics manufacturing facility in Bangalore,
India, from Stelis Biopharma Limited (SBL). The unit has been acquired effective 01 December 2023 on a slump sale basis at a total cash consideraion of
Rs. 5,632 million.
The acquisition will add 20,000 litres of installed biologics drug substance manufacturing capacity for Syngene. The site has the potential for future
expansion of up to a further 20,000 litres of biologics drug substance manufacturing capacity.
It also includes a commercial scale, high speed, fill-finish unit – an essential capability for drug product manufacturing.
The Group has carried out a preliminary purchase price allocation between tangible assets and other balances taken over to assess the fair value as on
the acquisition date and accordingly recorded a capital reserve of Rs 39 million. These initial estimates will be finalized over the next few quarters not
exceeding twelve-month period allowed under the accounting requirements.
The following table summarises major class of the assets and liabilities taken over:
Particulars Total
Property, plant and equipment 6,207
Other assets 104
Capital creditors (638)
Other liabilities (2)
Value of business taken over (A) 5,671
Purchase consideraion (B) 5,632
Capital reserve (C=B-A) (39)
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
43 Goodwill
Goodwill arising upon business combination is not amortized but tested for impairment annually or more frequently if there is any indication that the
cash generating unit to which goodwill is allocated is impaired.
For the purposes of impairment assessment, the Group is considered as single Cash generating unit. The recoverable amounts of the above cash
generating units have been assessed using a value-in-use model. Value-in-use is generally calculated as the net present value of the projected post-tax
cash flows plus a terminal value of the cash generating unit. Initially, a post-tax discount rate is applied to calculate the net present value of the post-tax
cash flows. Key assumptions upon which the Company has based its determinations of value-in-use include:
During the year, Bicara raised funds through Series C financing from third parties resulting into dilution of interest, which resulted in loss of significant
influence over the investee. In accordance with Ind AS 28: Investments in Associates and Joint Ventures, the Group fair valued its investment on the
date of loss of significant influence resulting in a gain of Rs. 4,254 million in the consolidated financial statements of the Company. The same has
been disclosed in other income. The group going forward has designated its investment in Bicara to be accounted for at fair value through other
comprehensive income (FVOCI).
During the year ended March 31, 2024, the Company received amount of Rs. 126 million towards its outstanding receivable from Bicara, against which
the provision was recorded in earlier year within ‘Novels’ segment and has been reversed under ‘Generics’ segment.
Prior to the Series C financing, the Group accounted for its investments in Bicara using the equity method as it had significant influence. Bicara had raised
additional fund from third parties resulting into dilution of interest held in the associate. Accordingly, following the principles in Ind AS 28: Investments
in Associates and Joint Ventures, the Group had recorded a dilution gain of Rs. 1,053 million for the year ended March 31, 2024. Similarly, Rs. 2,170 million
was recorded for the year ended March 31, 2023. The same has been disclosed in other income in the consolidated financial statements.
45. Except for as disclosed in note 14(l), no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Group to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Group (Ultimate Beneficiaries).
Except for as disclosed in note 14(l), the Group has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall
whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Group (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Further, except for as disclosed in note 15(b), the Company has not received any fund from any party(s) (Funding Party) with the understanding that
the company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the funding party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Notes to the consolidated financial statements for the year ended March 31, 2024
(All amounts are in Indian Rupees millions, except share data and per share data, unless otherwise stated)
47. (a) The Board of Directors of the Company, at their meeting held on May 23, 2023, had proposed a final dividend of 30% i.e. Rs. 1.5 per equity share
of face value of Rs. 5/- each. The same has been approved by the shareholders in the Annual General Meeting of the Company and has been
distributed to the shareholders of the Company
(b). On 26 April 2023, the Board of Directors of Syngene recommended a final dividend of Rs. 1.25 per equity share of Rs. 10/- (comprising a regular
dividend of Rs.0.5 per share and a special additional dividend of Rs. 0.75 per share to mark the 30th anniversary of the founding of Syngene in
November 1993). The share holders of Syngene approved the dividend in the Annual General Meeting of Syngene held on 26 July 2023 and was
subsequently paid
b. On April 24, 2024, the Board of Directors of Syngene recommended a final dividend of Rs. 1.25 per equity share of Rs. 10/-. The proposed dividend
is subject to the approval of the shareholders of Syngene in the Annual General Meeting.
c. The Board of Directors of the Company, at their meeting held on May 16, 2024, have proposed a final dividend of Rs. 0.5 per equity share of Rs.
5/- each, amounting to Rs. 600. The proposed dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting of
the Company.
d. Subsequent to the year, BBL has entered into a commercial collaborative agreement with Eris Lifesciences, subject to closure of customary closing
conditions, for the sale of its business in relation to branded formulations in India for a consideration of Rs. 12,420 million.
UNGC Alignment
Biocon is proud to re-affirm its commitment to the UNGC principles. By being a signatory, we affirm our dedication to upholding human rights, labor,
environment and anti-corruption tenets. As a responsible corporate citizen, we strive to continuously integrate these principles into our business strategies,
operations and culture. Through this commitment, we aim to contribute to a more sustainable and inclusive future, working harmoniously with the UNGC’s
global network of businesses and organizations.
Human Rights
Principle 1 Business should support and respect the protection Human Capital 109
of internationally proclaimed human rights
Principle 2 Make sure that they are not complicit in human Human Capital 109
rights abuses.
Labor Rights
Environment
Principle 9 Encourage the development and diffusion Natural Capital, Manufacturing 112 - 122;
of environmentally-friendly technologies Capital, Intellectual Capital 74 - 81;
86 - 88
Anti-Corruption
Principle 10 Businesses should work against corruption in Governance, Ethics and Compliance 51
all its forms, including extortion and bribery.
www.bioconbiologics.com
Concept, Content & Execution
Global Communications Team, Biocon Group,
Investor Relations & Subject Matter Experts of Biocon Group,
in collaboration with consultants.
Group.Communications@biocon.com
Design
Trisys Communications Biocon Integrated Supplementary Data
info@trisyscom.com Annual Report 2024 Book
In an effort to realize our vision of a cleaner, greener future, we have printed a very small number of this report. We encourage people
to access and share digital versions of the Biocon’s 2024 Integrated Annual Report, which is available on our website and can be
downloaded from www.biocon.com or by scanning the QR codes above.
Biocon Limited
20th KM Hosur Road, Electronic City,
Bengaluru, 560100, Karnataka, India
Telephone: +91 80 2808 2808
Email: Group.Communications@biocon.com
Website: www.biocon.com
1. BRSR Report 3
2. GRI Index 34
This Supplementary Data Book containing BRSR, GRI Index and ESG data book is being released along with
Biocon Limited’s Integrated Annual Report FY 2024
Biocon Limited
BRSR REPORT
II. Products/services
16. Details of business activities (accounting for 90% of the turnover):
S. No. Description of Main Description of Business Activity % of Turnover
Activity of the entity
1 Generics The foundation of our Generics business lies in our exceptional expertise in fermentation technology 19%
and our established position in chronic therapies. Our diverse portfolio encompasses a wide range of
complex molecules, including cardiovascular medications, anti-obesity drugs, immunosuppressants,
and targeted antibiotics. We remain committed to expanding our portfolio of unique Active Pharma-
ceutical Ingredients (APIs), focusing on those with technical challenges such as intricate manufacturing
processes, potent compounds, or a combination of both.
2 Biologics Biocon Biologics operates as a fully integrated global biosimilars entity, harnessing state-of-the-art 58%
science, inventive technological platforms, and advanced research and development capabilities to
enhance healthcare outcomes by reducing treatment expenses. With a robust research pipeline focus-
ing on biosimilars for diabetes, oncology, immunology, and other noncommunicable diseases, Biocon
Biologics has successfully transitioned five molecules from laboratory development to market avail-
ability in developed regions including the United States, European Union, Australia, Canada, and Japan.
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. No. Product/Service NIC Code* % of total contributed Turnover
1 Manufacture of pharmaceuticals, medicinal chemical, 021 100
and botanical products
*As per National Industrial Classification – Ministry of Statistics and Programme Implementation, medicinal chemical and botanical products
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of Total
offices
IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
Note: Workers Data is Not Applicable as there are no permanent workers in the company.
Integrated Annual Report FY 2024 5
Biocon Limited
**The Company’s grievance redressal mechanism has been detailed in its process for complaint/grievance redressal - https://www.biocon. com/investor-relations/corporate-
governance/governance-documents-policies/
^ Related to Quality
S. Material issue Indicate Rationale for identifying In case of risk, approach to adapt Financial implications of the risk
No. identified whether risk the risk / opportunity or mitigate or opportunity (Indicate
or opportu- positive or negative implications)
nity (R/O)
1 Product quality Risk The company may face ongoing We have implemented a system to Negative: In the event of subpar
scrutiny regarding recalls, product ensure quality of products and con- product quality, Biocon may experi-
safety, and adherence to evolving tinuous compliance to regulatory ence damage to both its reputation
regulations. Moreover, shifting con- requirements. We have automated and operational effectiveness. This
sumer expectations necessitate and simplified processes to mini- could result in diminished customer
alignment with market demands to mize manual errors, along with dig- satisfaction and trust, ultimately im-
maintain competitiveness. Any lapse ital initiatives such as implementing pacting the company’s bottom line.
in product quality can prompt reg- various management systems like
ulatory actions such as plant shut- Learning, Quality, Document, and
downs and penalties, leading to di- Laboratory Information Manage-
rect financial losses and reputational ment Systems. Additionally, there’s a
harm. This underscores the critical focus on fostering an improved qual-
need for stringent quality control ity and speak-up culture, continuous
measures to mitigate the potential personnel training for knowledge
negative impacts on finances and enhancement, and strengthening
reputation. investigation and root cause analysis
processes. Timely implementation
of corrective and preventive actions
(CAPA) and infrastructure upgrades
are also prioritized. Furthermore,
Biocon actively tracks and address-
es product-related risks through its
pharmacovigilance process. This
involves a dedicated team monitor-
ing and investigating complaints re-
ceived via a web portal and toll-free
number, ensuring timely actions are
taken, and providing regular phar-
macovigilance and GxP compliance
training for employees to continual-
ly improve product quality and reg-
ulatory compliance.
S. Material issue Indicate Rationale for identifying In case of risk, approach to adapt Financial implications of the risk
No. identified whether risk the risk / opportunity or mitigate or opportunity (Indicate
or opportu- positive or negative implications)
nity (R/O)
2 Research and Opportunity R&D investment contributes posi- To mitigate Research and Devel- Positive: Innovations stemming from
Development tively to green innovation and ESG opment related risks, Biocon has cutting-edge technology can posi-
(Environmental, Social, and Gover- implemented innovation-led tech- tion the company at the forefront of
nance) performance within a com- nologies to drive efficiencies, cost industry-leading discoveries, paving
pany. Thus, strategically allocating savings, and environmental sustain- the way for new avenues of business
resources to R&D and transparently ability in healthcare. A roadmap for growth.
disclosing these investments enable innovation, focusing on Bio-Transfor-
both internal and external stake- mation pathways like Green Chem-
holders to grasp the organization’s istry and proprietary enzyme devel-
approach and the magnitude of its opment, has been established. This
efforts. approach emphasizes transitioning
to water-based reactions, adopting
greener solvents, and enhancing
solvent recovery capabilities. Addi-
tionally, a Lifecycle Assessment (LCA)
framework has been put in place for
API synthesis, comparing environ-
mental impacts of enzymatic and
chemical routes and to identify and
minimize the use of hazardous sub-
stances, thus ensuring a sustainable
and environmentally responsible
R&D strategy.
3 Access & afford- Opportunity Biocon’s commitment to responsible Biocon is committed to ensuring Positive: By enabling access to afford-
ability pricing for both innovative and ge- health equity by providing afford- able drugs and services, Biocon can
neric medicines including affordable able and quality medicines world- expand its reach and drive growth,
access, a positive cost-benefit ratio, wide. Leveraging our generics, gaining a competitive advantage.
and the broader impact on health- biosimilars, and novel biologics Implementing responsible pricing
care costs. By prioritizing responsi- businesses, we strive to enhance strategies focusing on affordabili-
ble pricing, Biocon aims to enhance value and deliver top-notch solu- ty and positive cost-benefit ratios,
its reach and favorability among tions to patients. To mitigate access can significantly enhance presence
patients, differentiating itself from and affordability-related risks, we are among patients, foster loyalty, and
competitors. actively exploring new technologies enhance reputation. This can lead to
and implementing high-impact Cost sustained revenue growth and im-
Improvement Programs (CIPs) for proved profitability.
long-term cost reduction.
4 Environmental Risk Biocon Limited’s dedication to safe- Biocon mitigates product quali- Negative:
performance guarding the natural environment ty-related environmental perfor- In the event of failing to comply with
and preserving resources is deeply mance risks through a multifaceted environmental regulations, Biocon
ingrained in our corporate values. approach. We prioritize reducing may suffer reputational harm and
Adhering to these principles and our carbon footprint by recycling experience adverse financial conse-
meeting relevant regulatory stan- resources, transitioning to renew- quences.
dards can impact overall perfor- able energy sources, and adopting
mance positively, bolstering Biocon’s responsible sourcing practices. Our
reputation with stakeholders commitment to environmental
management is evident through
ISO 14001 certification, ensuring
adherence to required guidelines.
Additionally, we focus on using re-
newable energy, such as biomass
briquettes, and energy-efficient
cooling mediums to address climate
risks. Our procurement strategy
emphasizes equipment with zero
ozone-depleting substance emis-
sions, and we implement measures
for effective water management.
S. Material issue Indicate Rationale for identifying In case of risk, approach to adapt Financial implications of the risk
No. identified whether risk the risk / opportunity or mitigate or opportunity (Indicate
or opportu- positive or negative implications)
nity (R/O)
5 Future ready Risk As a responsible employer, it’s cru- Biocon is committed to fostering a Negative: The absence of a safe and
workplace cial to establish a safe and healthy future-ready workforce by imple- empowering workplace could cause
workplace, devoid of injuries, fatali- menting robust safety procedures operational disruptions and damage
ties, and illnesses. Moreover, creating and continuous improvement ini- to the company’s reputation. Ad-
an environment conducive to talent tiatives across all sites, with a focus ditionally, it could result in adverse
attraction and retention through on achieving a zero accident safety financial consequences, including
empowerment, growth opportu- culture and ISO 45001 certification. fines and penalties.
nities, flexibility, competitive remu- We prioritize employee well-being
neration, and a sense of purpose is through comprehensive training,
essential. Retaining high-potential protocols for preventing miscon-
and critical resources in specialized duct, and empowering processes
areas is also vital. aligned with personal and profes-
sional aspirations. To mitigate future
workforce-related risks, we promote
internal talent mobility, conduct in-
dustry benchmarking for compensa-
tion, onboard apprentices to nurture
a talent pipeline, and enhance em-
ployee engagement through HRBP
connections, buddy programs, and
recognition initiatives. Additionally,
we prioritize succession planning
to groom future leaders and ensure
organizational resilience.
6 Digitization Opportunity Harnessing digital technology to Biocon is dedicated to enhancing Positive: Digitization has the poten-
enhance operational efficiency and its digital infrastructure to facilitate tial to boost sales, productivity, and
quality management presents a sig- seamless data sharing across all de- employment, consequently influ-
nificant opportunity for the compa- partments. The company is actively encing the company’s performance
ny. This entails implementing digital transforming its facilities by integrat- and differentiating it from its com-
initiatives to seamlessly integrate ing digital technologies, automa- petitor.
supply chains and enhance opera- tion, and efficient data management
tional processes, thereby increasing practices to optimize operations.
adaptability and responsiveness. Central to Biocon’s digital evolution
is a commitment to Environmental,
Social, and Governance (ESG) princi-
ples. The primary objectives include
improving quality standards and
compliance, boosting productivity
through operational enhancements,
and ensuring data integrity through
transparent technological solutions.
7 Supply chain Risk In the pharmaceutical sector, main- Biocon prioritizes an integrated ap- Negative: Disruptions throughout
sustainability taining a reliable supply chain is proach to mitigate supply chain Biocon’s value chain can significantly
crucial for ensuring uninterrupted sustainability risks, ensuring unin- disrupt operations, leading to prod-
business operations. It’s essential to terrupted availability of medicines uct supply shortages and escalating
take proactive measures to identify, worldwide. Emphasizing cost-effec- costs.
address, and minimize any potential tive and sustainable logistics, Biocon
disruptions that could affect sup- rationalizes its supply chain from raw
ply chain stability including risks of material procurement to last-mile
creating dependencies on single delivery, enhancing accessibility.
region/ vendors for input materials. Through mandatory environmental
compliance for critical vendors and
periodic audits, Biocon enforces ad-
herence to sustainability standards.
Furthermore, a Supplier Code of
Conduct guides partners on legal,
ethical, and behavioral standards. To
reduce dependency, Biocon focus-
es on developing alternate vendors,
strategically building inventory to
tackle disruptions. This comprehen-
sive strategy fortifies Biocon’s com-
mitment to sustainable and resilient
supply chains.
S. Material issue Indicate Rationale for identifying In case of risk, approach to adapt Financial implications of the risk
No. identified whether risk the risk / opportunity or mitigate or opportunity (Indicate
or opportu- positive or negative implications)
nity (R/O)
8 Community Opportunity It is crucial that Biocon Foundation serves as the pri- Positive: By
engagement Biocon engages with mary avenue for the corporate phil- empowering and
the communities we anthropic endeavors of Biocon. It uplifting our surrounding
operate in to increase strives to create enduring solutions communities, we
trust and foster that empower marginalized com- can mitigate future
harmony. munities to enhance their daily lives. grievances or concerns,
The key focus areas include primary thus safeguarding
healthcare, environmental conserva- the business from any
tion, rural advancement, and educa- adverse events.
tional empowerment.
9 Inclusion and Opportunity This element pertains to Biocon’s Biocon has implemented various Positive: A diverse workforce com-
diversity capacity to foster a culture, recruit- strategies to foster diversity and inclu- prising individuals of different gen-
ment strategies, and advancement sion in the workplace. These include ders, ages, and ethnic backgrounds
practices that embrace represen- initiatives such as offering extended will empower the company to en-
tation from a varied and inclusive maternity leave, providing part-time hance its offerings and reduce oper-
workforce at every organizational options for employees returning from ational risks.
tier, including the board, senior, leave, conducting gender sensitiza-
mid-level, and junior levels. tion sessions, and organizing wom-
en’s health programs. Additionally,
the company has established specif-
ic developmental programs aimed
at preparing female employees for
managerial and leadership positions.
Furthermore, Biocon adheres to an
‘Equal Pay for Equal Work’ policy, en-
suring that employees are compen-
sated based on their merit regardless
of their gender identity.
10 Governance Risk Governance poses a risk for Biocon To mitigate the risk associated with Negative: Negative implications
Limited, as ensuring the smooth governance, Biocon resonates with arise from the absence of adher-
functioning of the company requires principles of integrity, transparency, ence to the company’s policies on
clear systems and defined roles and accountability, and ethics through- business conduct and ethical gover-
responsibilities for managing topics out the organization. Professional nance, potentially leading to reputa-
related to ethics and integrity. This management teams and indepen- tional as well as operational damage.
includes areas such as anti-brib- dent boards have been established
ery and corruption, anti-money across Biocon Limited, Biocon Bio-
laundering, code of conduct, and logics Limited, and Syngene Inter-
whistle-blowing. Continuous com- national Limited to ensure better
pliance with the law of the land is governance. By implementing
essential to prevent penalties and global best practices in corporate
loss of reputation. governance and risk management,
the group consistently preserves
and enhances value. Additionally,
Biocon has processes in place to
independently track and ensure
compliance with various statutory
requirements, timely identify com-
pliance changes, assess their appli-
cability, and seek technical support
as appropriate, including from exter-
nal experts.
11 Ethical sales and Opportunity Ethical sales and marketing practices We prioritize transparency and in- Positive: Our commitment to ethical
Marketing position our company as respon- tegrity in its sales and marketing sales and marketing practices may
sible and trustworthy, attracting efforts, adhering to ethical standards initially lead to higher upfront costs,
customers and investors who value and promoting responsible business but over time, it can result in in-
integrity. This fosters stronger cus- practices. Sales personnel regularly creased customer loyalty, enhanced
tomer relationships, leading to in- communicate their commitment to brand reputation, and reduced reg-
creased loyalty and repeat business, ethical conduct to stakeholders and ulatory risks, ultimately contributing
while also ensuring long-term sus- invest in building strong customer to long-term financial sustainability
tainability by mitigating regulatory relationships based on trust and and growth.
risks and fostering goodwill among transparency.
stakeholders.
S. Material issue Indicate Rationale for identifying In case of risk, approach to adapt Financial implications of the risk
No. identified whether risk the risk / opportunity or mitigate or opportunity (Indicate
or opportu- positive or negative implications)
nity (R/O)
12 Climate Risk Risk Climate risk poses a threat to our Biocon is adopting a comprehensive Negative: Climate risks can lead to
company due to potential disrup- approach to mitigate climate risks increased operational costs due
tions in the supply chain, increased by investing in sustainable practices to the need for adaptation mea-
operating costs, and regulatory such as renewable energy sources, sures, such as investing in resilient
pressures stemming from climate efficient water usage, and waste infrastructure and implementing
change-related regulations, impact- management. They are also incor- eco-friendly technologies. Addition-
ing both production and distribu- porating climate risk considerations ally, regulatory compliance costs
tion processes. Additionally, extreme into their business strategy, supply may rise, while potential disruptions
weather events and changing envi- chain management, and product to the supply chain could impact
ronmental conditions may affect the development to enhance resilience production schedules and revenue
availability and quality of raw mate- and minimize environmental im- streams, affecting Biocon’s financial
rials essential for Biocon’s operations. pact. performance and profitability.
S. No. Description
P1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.
P2 Businesses should provide goods and services in a manner that is sustainable and safe.
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains.
P4 Businesses should respect the interests of and be responsive to all its stakeholders.
P5 Businesses should respect and promote human rights.
P6 Businesses should respect and make efforts to protect and restore the environment.
P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent.
P8 Businesses should promote inclusive growth and equitable development.
P9 Businesses should engage with and provide value to their consumers in a responsible manner.
Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7* 8 9
Policy and management
processes
1. a. Whether your Y Y Y Y Y Y N Y Y
entity’s policy/
policies cover each
principle and its
core elements of the
NGRBCs. (Yes/No)
b. Has the policy been Y Y Y Y Y Y N Y Y
approved by the
Board? (Yes/No)
c. Web Link of the � Code of � Supplier � Code of � CSR policy � Human � EHSS N � CSR policy � Privacy-
Policies, if available Conduct Code of Conduct � Related Rights policy � CSR policy
� Whis- Conduct � Human- Party policy project
tleblow- � Purchase Rights Transaction approved
erpolicy order policy policy
� TaxTrans- terms and
parency conditions
report
2. Whether the entity has Y Y Y Y Y Y N Y Y
translated the policy into
procedures. (Yes / No)
Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7* 8 9
3. Do the enlisted policies Yes, the Company’s Supplier Code of Conduct largely includes the above-mentioned principles, and the value chain
extend to your value partners are expected to adhere to the requirements outlined.
chain partners? (Yes/No)
4. Name of the national � United Nations Global Compact (UNGC) Signatory
and international codes/
certifications/labels/ � Environmental Management Systems (ISO 14001)
standards (e.g. Forest
Stewardship Council, Fair- � Occupational Health & Safety Management Systems (ISO 45001)
trade, Rainforest Alliance, � Information Security Management Systems ISO 27001:2013
Trustea) standards (e.g.
SA 8000, OHSAS, ISO, BIS) � Good Manufacturing Practice (GMP) compliance certification for the Company’s facilities across Bengaluru,
adopted by your entity Hyderabad and Visakhapatnam in India, and Malaysia
and mapped to each
principle**. � GxP Standards
� Global Reporting Initiative standards 2021
� Ecovadis framework
5. Specific commitments, 1. Diversity, Equity Inclusion and Belonging
goals and targets set by � Diversity target: At least 20% women in the workforce by 2025 at Biocon Limited
the entity with defined
timelines, if any. 2. Environmental Stewardship Biocon Limited
� 25% reduction in Scope 1 and Scope 2 emissions by FY29 from baseline year FY20
� 25% freshwater consumption reduction by FY29 from baseline year FY23
� 100% circular waste by FY29 from baseline year FY23, includes zero waste to landfill by FY29
� To plant 15,000 trees by FY29
3. Health and Safety
We strive to sustain a zero Lost Time Injury Frequency Rate (LTIFR)
4. Access and Affordability
We have a commitment to make insulin treatment accessible and affordable for one in every five individuals world-
wide who are insulin-dependent due to diabetes.
6. Performance of the 1. Diversity, Equity Inclusion and Belonging
entity against the specific � In FY24, we achieved our target and have 17.6% of women in our workforce at Biocon Limited
commitments, goals 2. Environmental Stewardship Biocon Limited
and targets along-with
� Recycled 78% of our water, up from 60% the previous year
reasons in case the same
are not met. � 83% of the waste generated is recycled
Biocon Limited and Biocon Biologics
� 58% of the total power consumed in FY24 was sourced from renewable sources
� 18,765 tCO2e GHG emissions (Scope 1 and Scope 2) offset
� 155,414 metric tons of CO2 emissions avoided due to energy saving initiatives
� 100% of the wastewater generated via Company (India Operations) was recycled and reused in FY24.
� 78% of the waste water generated is treated and recycled
� Around 1000 saplings were planted at Yarendahalli lake and at our Biocon Park facility on World Environment day
3. Health and Safety
Ensured 0 LTIFR at Biocon Limited
4. Access and Affordability
Biocon Biologics reached out to 1,100+ patients through our various donation programs in low- and middle-income
countries. In collaboration with Insulin for Life, a U.S.-based organization, we recently completed a donation of ap-
proximately 12,500 insulin glargine injection pens and 1,000 glargine vials. We collaborated with Action4Diabetes
(A4D) to supply our insulin bGlargine at subsidized costs along with reusable pens and funds to procure accessories
for 100 young people with Type 1 diabetes in Myanmar.
5. Sustainability assessment frameworks
� Dow Jones Sustainability Index (DJSI) ESG score improved from 52 to 63
� Biocon Limited inducted in S&P Global’s Sustainability Yearbook for 2024
� Biocon, including Biocon Biologics, EcoVadis score increased from 66 to 70 and was rewarded with Silver Medal.
Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7* 8 9
Governance, leadership and
oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity
has flexibility regarding the placement of this disclosure)
8. Details of the highest The Business Responsibility (BR) policies are broadly managed by the Board of Directors, Chief Executive Officer and the
authority responsible concerned departmental head(s).
for implementation and
oversight of the Business
Responsibility policy (ies).
9. Does the entity have a Yes
specified Committee of
the Board/ Director re- Biocon Limited and Biocon Biologics Limited have ‘Corporate Social Responsibility and Environmental, Social and Gover-
sponsible for decision nance Committee’ (hereinafter referred as CSR and ESG Committee) which is responsible for decision making on sustain-
making on sustainability ability related issues.
related issues? (Yes / No).
If yes, provide details.
*The Company plays a strong role in public policy advocacy through regular engagement with specific external stakeholders including industry associations, government bodies
and regulatory departments. However, the Company does not have a formal advocacy policy.
**Link to the Company’s ISO 14001 & ISO 45001 certifications: https://www.biocon.com/responsibility/sustainability/ehs-certifications/.
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against above The CSR and ESG Committee of the Board assesses the Business Responsibility (BR) performance of the Company on a
policies and follow up action quarterly basis and reports to the Board. The Board assesses the report on BR on an annual basis.
Compliance with statutory The Business Responsibility report is being published annually as part of the Company’s annual report in compliance with
requirements of relevance to the provisions of SEBI Listing Regulations, which can be accessed at www.biocon.com.
the principles, and rectification
of any non-compliances
Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
The entity does not consider the Principles material to its business (Yes/ The Company considers all the principles material to the business. It does not
No) currently conduct independent third party assessments of its policies.
The entity is not at a stage where it is in a position to formulate and N N N N N N N N N
implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources N N N N N N N N N
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No) N N N N N N N N N
Any other reason (please specify) NA NA NA NA NA NA NA NA NA
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Biocon Limited
Segment Total number Topics / principles covered under the training and its impact %age of persons
of training and in respective
awareness category covered
programmes by awareness
held programmes
Board of Directors 10 Regularly, the Company conducts familiarization programs for its Board of 100%
Directors. These sessions encompass a wide range of topics, including the
company’s business growth, ESG and Sustainability performance, corporate
governance practices, employee well-being, innovation and R&D, and regulatory
updates. Furthermore, all Board members receive frequent updates on Company
developments, significant regulatory changes, risks, compliances, and legal
matters.
Further, an Induction Programme is also conducted for the new Directors at the
time of joining the Board.
Key Managerial Personnel 10 The topics or principles covered includes training on policies: Biocon’s Code of 100%
Conduct, Know your EHS responsibilities at Workplace, Human Rights Policy,
Introduction to Non Conscious , Bias Data Privacy Awareness, Anti Bribery &
Anti-Corruption, Zero Tolerance – Refresher, ISMS Awareness Training, POSH - No
Excuses, General Data Protection Regulation
Employees other than 10 (Mandatory The topics or principles covered includes training on policies: Code of conduct, 94%
BoD and KMPs courses) ABAC (anti bribery and anti-corruption), POSH, Zero tolerance, EHS, Human Rights, (average completion)
Non conscious bias, GDPR (general data protection regulation), Data privacy
awareness, and Information security management system.
Biocon Biologics
Segment Total Topics / principles covered under the training and its impact %age of persons
number of in respective
training and category covered
awareness by awareness
programmes programmes
held
Board of Directors 15 Regularly, the Company hosts familiarization programs for its Board of Directors. 100%
These sessions encompass a wide range of topics, including the company’s
business growth, ESG and Sustainability performance, corporate governance
practices, employee well-being, innovation and R&D, and regulatory updates.
Furthermore, all Board members receive frequent updates on Company
developments, significant regulatory changes, risks, compliances, and legal
matters
Key Managerial 15 Apart from Induction Programme conducted for the new inducted Directors on 100%
Personnel a periodic basis, the Company conducts familiarization programmes for its Board
of Directors. The topics cover the company’s overall business growth, strategy
session, performance in ESG and Sustainability, employee well-being.
Employees other than 59 ILTs Code of conduct, ABAC (anti bribery and anti-corruption), POSH, Culture &Values, 96%
BoD and KMPs 9 mandatory EHS, Diversity Equity &Inclusion, pharmacovigilance, Information security (2219 unique out of
courses management system 2311 population)
Note: Workers Data is Not Applicable as there are no permanent workers in the company.
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors /
KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format
(Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations)
Regulations, 2015 and as disclosed on the entity’s website):
Monetary
Particulars NGRBC Name of the regulatory/ Amount (₹) Brief of the Case Has an
Principle enforcement agencies/ appeal been
judicial institutions preferred?
(Yes/No)
Penalty/ Fine Refer to the Company’s website for all disclosures made under Regulation 30 of SEBI Listing Regulations at https://www.biocon.com/
investor-relations/stock-exchange-disclosures/other-announcements-disclosures/
Settlement Nil
Compounding fee Nil
Non-Monetary
Particulars NGRBC Name of the regulatory/ Brief of the Case Has an appeal been
Principle enforcement agencies/ preferred? (Yes/No)
judicial institutions
Imprisonment
Nil
Punishment
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action
has been appealed.
Nil
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy.
Yes, as per the company’s ethical guidelines, we have implemented an anti-corruption and anti-bribery policy that applies to all individuals associated
with the company, including full-time, part-time, temporary, contractual employees, trainees, consultants, volunteers, and members of the Board
of Directors. This policy is an integral part of the company’s code of conduct and can be accessed at https://www.biocon.com/code-of-conduct/.
Biocon strictly prohibits any instance of bribery or corruption within its operations and remains steadfast in conducting its business with ethics and
transparency.
Furthermore, Biocon’s Supplier Code of Conduct (https://www.biocon.com/docs/Supplier-Code-of-Conduct-2022.pdf ) underscores its commitment to
preventing, detecting, and addressing any form of corruption or bribery within its supply chain. This code is applicable to all manufacturers, distributors,
vendors, service providers, and business partners.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges
of bribery/ corruption:
FY 2024 FY 2023
Particulars
Number Remarks Number Remarks
Number of complaints received in relation to issues of
Nil Nil Nil Nil
Conflict of Interest of the Directors
Number of complaints received in relation to issues of
Nil Nil Nil Nil
Conflict of Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement
agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Nil
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format:
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:
Total number Topics / principles covered under the training No. of value chain partners covered
of awareness (by value of business done with
programmes held such partners) under the awareness
programmes
2 (BL) We conducted an extensive onsite capacity-building session for our suppliers, covering 24 (BL)
a range of topics including waste, water, and energy management, supplier roles
and responsibilities, business continuity, circular economy principles, an overview of
Ecovadis assessment and PSCI principles, as well as risk management and policies.
Additionally, we have initiated the assessment of our key suppliers on essential ESG
and sustainability criteria. Following a defined methodology, suppliers are classified
into beginner, implementer, and steward categories based on their performance. After
the assessment, any identified gaps are communicated to the suppliers, and corrective
action plans (CAPA) are shared and monitored.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide
details of the same.
Yes, the company has a Code of Conduct (CoC) which covers the requirements related to conflict of interest. The CoC is applicable to all employees
including the Board of Directors. In case of a potential conflict of interest, individuals are expected to make a full disclosure of all facts and circumstances,
post which the Company reserves the right to take appropriate steps to ensure that there is a no-conflict-of-interest situation.
Additionally, in the instance of any potential conflict of interest concerning a Board member, the member notifies the Company Secretary. Annual
disclosure of any conflict of interest is also provided to the Company Secretary.
Biocon Group Code of Conduct is applicable to all Directors of the Company and provides for managing ‘conflict of interest’ situations.
Various types of conflict of interest situations are illustrated in the Code for understanding of the Director. Further, the Code provides for disclosing any
potential conflict of interest by the Director and requirement of taking a prior approval from the Board of Director to proceed with it. The Company
reserves the right to take appropriate steps to ensure there is no conflict of-interest situation. Failure to comply with the Code attracts disciplinary action
including termination.
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of
product and processes to total R&D and capex investments made by the entity, respectively.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
b. If yes, what percentage of inputs were sourced sustainably?
Please refer to page number 142 and 52 of the Integrated report and ESG Data Book respectively for overview of our procedures in place for
ensuring responsible and local sourcing. We also have set systems in place to periodically evaluate our suppliers, which are mentioned in these
pages
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging)
(b) E-waste (c) Hazardous waste and (d) other waste.
Please refer to section “Waste Management: Circular Economy” on page numbers 120 - 121 of the Integrated Report and page 44 - 45 for ESG Data Book
for details on the Company’s waste management processes.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line with
the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.
Yes, The company adheres to Extended Producer Responsibility (EPR) guidelines. Its waste collection and management plan comply with relevant
central and state regulations. The company has established a formal EPR system and is registered with the Central Pollution Control Board (CPCB) under
the importer category. Various measures have been implemented to responsibly collect and dispose of the different types of waste generated through
its operations.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for
service industry)?
If yes, provide details in the following format?
NIC Code Name of % of total Boundary for which the Whether conducted by Results communicated in
Product/ Turnover Life Cycle Perspective independent external public domain
Service contributed / Assessment was agency (Yes/No)
conducted (Yes/No) If yes, provide the web-
link.
021 Sitagliptin NA Cradle to gate No No
021 Tacrolimus NA Cradle to gate No No
021 Liraglutide NA Cradle to gate No No
021 Atorvastatin NA Cradle to gate No No
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as
identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to
mitigate the same.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing
services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, amount (in metric Tons) reused, recycled, and safely disposed:
Please refer to page nos. 44 - 45 of ESG Data Book for details on waste management through reuse, recycle and other forms of disposal undertaken by
the Company.
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:
c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following
format.
** Note: The data disclosed here includes contract workers engaged by the company through third party agencies.
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the
policy.
The Company has a Code of Conduct which covers equal opportunity for all employees and the same can be accessed at https://www.biocon.com/
investor-relations/corporate-governance/governance-documents-policies/.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Please refer to page number 51 of ESG Data Book for details on the Company’s Return to work and Retention rate.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details
of the mechanism in brief.
Particulars Yes/No (If Yes, then give details of the mechanism in brief)
Permanent Workers Not Applicable for permanent workers as company doesn’t have permanent workers
Other than Permanent Workers Yes, The Whistle blower policy* covers employees, contractor workers and interns.
Permanent Employees Yes, the Company has a mechanism to receive and redress grievances.
Biocon’s Integrity Committee (IC) or Audit Committee (AC) oversees the reporting and investigation of
suspicions regarding unethical practices, facilitating both the Board and employees to voice their griev-
ances. The Integrity and Whistleblower Policy allows individuals to report unethical practices anonymously,
without fear of retaliation. The IC is responsible for evaluating whistleblower concerns and implementing
appropriate corrective measures. Quarterly, a summary of significant investigations is presented to the Au-
dit Committee.
Additionally, the company operates an online grievance redressal system managed by HRBP’s, where
employees can lodge complaints regarding operational challenges or concerns. These complaints are re-
viewed by the HR team, and necessary actions are taken to address them. Similarly, a PoSH committee is in
place to handle incidents of workplace sexual harassment.
Other than Permanent Employees Yes, The Whistle blower policy* covers employees, contractor workers and interns.
*Note: https://www.biocon.com/whistle-blower-integrity-policy/
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
The Company is not associated with any associations or Unions.
At the department level, periodic safety meetings are held, allowing workers to openly address safety concerns in the workplace. Additionally,
department heads engage with their teams through daily Toolbox talks, discussing critical action points and assigning daily tasks. During these
talks, workers can voice grievances and offer suggestions for improvement.
Note: The information disclosed here includes contract workers engaged by the company through third party agencies
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Yes
The company provides its employees with access to medical and healthcare services beyond occupational needs. Furthermore, it maintains well-
equipped occupational health centers within its facilities, staffed with skilled paramedics and physicians. Regular examinations are conducted to
detect early signs of any occupational diseases among employees. The HR and EHS teams drive various initiatives to facilitate employees’ access to
non-occupational medical and healthcare services.
11. Details of safety related incidents, in the following format:
For details on the Company’s health and safety track record over the past year, please refer to page numbers 108 of Human Capital chapter and page
no. 51 of the ESG data book.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Please refer to page numbers 108 of the Integrated Annual Report for details on the measures set in place by the Company to ensure a safe working
environment for all its employees.
13. Number of Complaints on the following made by employees and workers:
FY 2024 FY 2023
Filed during the Pending Remarks Filed during the Pending Remarks
year resolution at the year resolution at the
end of year end of year
Working Conditions 0 0 - 0 0 -
Health & Safety 0 0 - 0 0 -
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns
arising from assessments of health & safety practices and working conditions.
Regarding safety-related incidents, no major corrective actions were taken or needed to be taken. On the other hand, work-related risks that are found
during regular safety inspections are routinely addressed. Hazard identification and risk assessment (HIRA) has been used to determine the risk and its
priority. During the HIRA procedure, safety experts assess opportunities for the mitigation and prevention of occupational illnesses and unintentional
injuries at work. A person’s competency is also examined to determine whether or not they have received training in HIRA and are familiar with standard
operating procedure. Remedial actions are defined as a result of assessment for risks that are deemed unacceptable and involve the proposal and
execution of corrective action plans and control measures.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N).
Yes, the Company provides Group Term Life Insurance and other applicable benefits to their employees.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners.
All statutory compliances related to MSME vendors have been instituted and these are compiled on a regular basis. The Company procures raw
materials from approved vendors, both national and international. Additionally, a periodical audit is also conducted of all critical suppliers on business
sustainability parameters. The company has also instituted a checks and balances system that ensures that the company’s business partners adhere to
national codes on EHS and labor practices.
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health / fatalities (as reported in Q11
of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed
in suitable employment:
No employee or worker* has suffered high consequence work related injury/ill-health or fatality during the reporting period.
Note: The information disclosed here includes contract workers engaged by the company through third party agencies.
Total no. of affected employees/ workers No. of employees/workers that are rehabilitated and
placed in suitable employment or whose family members
Particulars have been placed in suitable employment
FY 2024 FY 2023 FY 2024 FY 2023
Employees 0 0 0 0
Workers* 0 0 0 0
Note: The data disclosed here includes contract workers engaged by the company through third party agencies.
Particulars % of value chain partners (by value of business done with such partners) that were assessed
Health and safety practices 100%: All business partners of the company are trained to adhere and comply with EHS norms and labor
practices.
Working Conditions
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and
safety practices and working conditions of value chain partners.
Not applicable
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Please refer to page number 44-49 under section “Sustainability Strategy” of the Integrated Report for the process followed by the Company to identify
and interact with its key stakeholders.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Stakeholder Whether Channels of communication Frequency of Purpose and scope of engagement including key
Group identified as (Email, SMS, Newspaper, engagement topics and concerns raised during such
Vulnerable & Pamphlets, Advertisement, (Annually/ Half engagement
Marginalized Community Meetings, yearly/
Group (Yes/No) Notice Board, Website), Quarterly
Other / others –
please specify)
Government No By Email, through phone, Event driven Regarding ANDA/DMF/Query response submissions,
and regulatory In person, through and on need GDUFA compliance activities, clarification on guidelines
and advice on technical/regulatory points, controlled
authorities meetings (visual and/or basis correspondence, Pre-ANDA meeting, CARES ACT,
face to face). Marketing Application submissions, Follow ups,
Discussions, Query response submissions for regulatory
approvals/ permissions, Post approval variation
submissions/ Fee payment correspondence, Scientific
advice
NGOs No Direct Engagement at Event driven Provide support to NGOs for social upliftment
the project site, CSR and on need Ensure communities we operate in are supported
activities and project team basis through a network of NGOs Creating shared value
engagement, visit to NGO
facilities and offices
Academia No Meetings, thought leadership Event driven Transfer of knowledge through engagement with
events, campus events and on need students and universities
basis Recruitment and hiring of freshers
Employees No Town Halls, emails, Regular and on Providing employees with adequate training and
employee engagement continuous development for career progression
surveys, grievance basis Ensuring employees are aligned with organizational
values and code of conduct
mechanisms, training
Addressing employee grievances
activities, and appraisals
Instilling health and safety practices in the organization
Stakeholder Whether Channels of communication Frequency of Purpose and scope of engagement including key
Group identified as (Email, SMS, Newspaper, engagement topics and concerns raised during such
Vulnerable & Pamphlets, Advertisement, (Annually/ Half engagement
Marginalized Community Meetings, yearly/
Group (Yes/No) Notice Board, Website), Quarterly
Other / others –
please specify)
Customers Yes, based on Customer feedback forms, Regular and on a Ensuring customer satisfaction and needs are met
predefined emails, telephone calls continuous basis Resolving customer grievances
criteria such as
income, gender, Providing affordable and accessible healthcare
etc.
Suppliers No Audits, meetings, emails, Regular and on Ensuring business ethics and alignment with
initial screening, follow ups on continuous basis organizational values
services Ensure quality of material is met
Integration of ESG aspects into supplier operations
• Local NGOs Not all Pamphlets / Community Fortnightly/ Topics of engagement:
• Local Health stakeholder Meetings Monthly 1. Building awareness towards health services
groups are meetings
officials 2. Sensitization workshops on preventive health
• Front-line considered 3. Lake management updates
Healthcare vulnerable. 4. Civic issues
workers (In the local 5. Capacity Building on relevant topics in health /
• Civil Society community, the education
Institutions company works
• Residents with the lower
Welfare socio-economic
Associations section of society)
Local Yes, based on CSR activities, local community Regular and on Ensuring community growth and development with
community predefined visits continuous basis regards to employment, education, healthcare, etc.
criteria such as
income, gender,
etc.
Investors No - Calls/In Person Meetings Quarterly/ To discuss about business performance and outlook,
(one on one/group) Annually, Event details of the announced events and to discuss about
- Annual General Meeting based and need concerns/
based issues (if any)
- Through Press Releases and
website
- Publishing Annual Report
- Investor Presentations
Shareholders No Shareholder meets, annual Annual, Quarterly, To discuss about business performance and outlook,
and sustainability reports, Need Basis details of the announced events and to discuss about
communication of financial concerns/issues (if any)
results through emails, media Ensure transparency and accountability
and news
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:
2. Details of minimum wages paid to employees and workers, in the following format*:
Biocon Biologics
b. Gross wages paid to females as a % of total wages paid by the entity, in the following format:
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the
business? (Yes/No)
Yes
The Board and staff are able to file grievances with Biocon’s Integrity Committee (IC) or Audit Committee (AC), which also oversees the reporting and
investigation of any claims of possible unethical activity.
Employees can file grievances regarding issues or challenges with operations through the company’s online grievance redressal system, which is over-
seen and run by HRBPs. The HR team reviews these in more detail and takes the appropriate steps to address the issue. In a similar vein, we have a PoSH
committee to handle cases involving workplace sexual harassment.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Group maintains a zero-tolerance stance against child labor, forced labor, discrimination, and human rights violations. This commitment is upheld
through comprehensive Human Rights Policies, mandatory training, and a code of conduct aligned with the UN Global Compact principles. Each
subsidiary—Biocon Limited, Biocon Biologics, and Syngene—has its own Human Rights Policy, covering all personnel including contractual employees,
with a focus on various areas like labor rights, diversity, and environmental safety. Our Code of Conduct reinforces these principles, supplemented
by ancillary policies such as Business Partner/Supplier Code of Conduct and Grievance Redressal Policy. Internal audits ensure compliance across all
aspects, including child labor, forced labor, discrimination, and wages.
Link to Human Rights policy: https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
Link to Whistleblower and Integrity policy: https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following
format:
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The organization has a policy in place called Prevention of Sexual Harassment (PoSH), which firmly states that there will be no tolerance for any kind of
harassment or discrimination. Regardless of a person’s gender, race, creed, religion, place of origin, sexual orientation, pregnancy, childbirth, or related
medical conditions, disability, or economic status, Biocon is dedicated to providing a workplace free from harassment, discrimination, and victimization.
The company has established an Internal Complaints Committee (“ICC”) in accordance with the policy to address and raise awareness of any and all
allegations of sexual harassment in the workplace.
The organization also has a Code of Conduct and Whistle Blower policy that elaborate on the creation of committees to handle discrimination-related
cases. Through our Whistleblower Policy, anyone can anonymously report unethical behavior without worrying about facing consequences.
Link to PoSH policy: https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
Link to Whistleblower and Integrity policy: https://www.biocon.com/investor-relations/corporate-governance/governance-documents-policies/.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes
Particulars % of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Child labour Assessment has been done atleast once in all entities by the independent internal auditor. All the compliances are
Forced/involuntary labour tracked on an ongoing basis using a workflow, which covers all the sites/entities.
Sexual harassment
Discrimination at workplace
Wages
Others – please specify
11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question
10 above.
No significant risks or non-compliances identified as part of the reviews carried out. The company has a process to track the closure of non-critical
observations (If any) identified as a part of such reviews.
Leadership Indicators
1. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act,
2016?
Yes
2. Details on assessment of value chain partners % of value chain partners (by value of business done with such partners) that were assessed:
Sexual Harassment *Our principles of collaborating with suppliers or business partners are governed through Biocon Limited
Discrimination at workplace Supplier Code of Conduct, and Biocon Biologics’ Business Partner Code of Conduct. Each of the policies
includes fundamental environmental, social, and governance factors that every supplier must commit to
Child Labour in order to conduct business. Completed for ESG assessment for 10 critical value chain partners in last 3
Forced Labour/Involuntary Labour financial years covering 39% of total spend value
Wages
Others – please specify*
*https://www.biocon.com/docs/Supplier-Code-of-Conduct-2022.pdf
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Please refer to page numbers 42 of the ESG Data Book for details on the Company’s energy consumption.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme
of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not
been achieved, provide the remedial action taken, if any.
Not Applicable
3. Provide details of the following disclosures related to water, in the following format:
Please refer to page number 119 under the Natural Capital chapter of the Integrated Report and page number 44 of the ESG Data Book for details on
the Company’s water consumption.
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Yes, the Company has a zero liquid discharge system consisting of Multiple Effect Evaporation (MEE) and Vertical Thin Film Dryer (VTDF). Water is treated
in a biological treatment system, followed by a three-stage reverse osmosis system. All water is then recycled for non-process purposes. The system has
100% coverage.
6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Please refer to page number 35 of the ESG Data Book for details on the Company’s air emissions.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Please refer to page number 43 of the ESG Data Book for details on the Company’s GHG emissions.
8. Does the entity have any project related to reducing GreenHouse Gas emission? If Yes, then provide details.
Please refer to page number 116 - 118 under the Natural Capital chapter of the Integrated Report and page number 43 of the ESG Data Book for details
on the Company’s reducing GreenHouse Gas emission initiatives.
9. Provide details related to waste management by the entity, in the following format:
Please refer to section “circular economy: waste management “on page number 120 - 121 under the Natural Capital chapter of the Report and page no.
44 - 45 for the ESG data book regarding details on the company’s waste generation and management processes.
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce
usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.
Please refer to page numbers 120 - 121 of the annual Integrated report for details on the Company’s waste management practices
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves,
wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please
specify details in the following format:
S. Location of operations/ Type of operations Whether the conditions of environmental approval / clearance are being
No. offices complied with? (Y/N)
If no, the reasons thereof and corrective action taken, if any.
No the Company operations/offices are not located in/around ecologically sensitive areas.
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year
Nil
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of
Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of
all such non-compliances, in the following format:
S. Specify the law / regulation Provide details of the non- Any fines / penalties / action Corrective action taken, if
No. / guidelines which was not compliance taken by regulatory agencies any
complied with such as pollution control
boards or by courts
Nil NA NA NA
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the following format:
Please refer to page number 116 under the Natural Capital chapter of the Integrated Report and page 42 for the ESG data book for details on the Com-
pany’s break-up of total energy consumed.
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Please refer to page number 117 under the Natural Capital chapter of the Integrated Report for details on the company’s Scope 3 emissions.
3. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce
impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as
per the following format:
Please refer to page numbers 112-120 of the annual Integrated report for initiatives/interventions undertaken by the Company to improve resource
efficiency, reduce emissions/effluent discharge/waste generated.
4. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
With important mitigating measures in place, the company’s disaster management system covers both man-made and natural disasters, including
bomb attacks, as well as natural disasters like floods and earthquakes. The Site Controller, Incident Controller, Central Utility In charge, and Shift Engineer
are the ones with the power to systematically apply mitigation measures. The Site Controller will take action in accordance with the On Site Emergency
Plan in the event of a bomb threat.
The company’s information technology (IT) team has put in place a disaster recovery capability that, in an emergency, helps the organization minimize
the impact on business operations while quickly regaining access to critical systems and IT infrastructure.
5. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation
measures have been taken by the entity in this regard.
As far as the environment is concerned, the value chain has not shown any appreciable negative effects. The terms and conditions of our purchase (Link)
and service (Link) orders require each vendor to certify that it has read, comprehended, and will comply by the Biocon Supplier Code of Conduct. Here
at Biocon Biologics, we’ve also formalized our vendor evaluation portal, wherein data on important sustainability parameters—such as environmental
ones—are gathered to comprehend risk or spot any gaps, and then appropriate business decisions are made. We continuously monitor any new or
current regulations, particularly those pertaining to climate-related matters (such as emission trading programs, energy efficiency standards, reporting
obligations, taxes associated with climate change, etc.). The businesses are informed about new developments and potential risks as a result.
6. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.
At BL, 11 critical vendors/suppliers were assessed during FY24 on ESG parameters including environmental parameters.
At BBL, 127 critical vendors were assessed during FY24 on ESG parameters including environmental parameters.
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
Fifteen
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member
of/ affiliated to.
S. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/
No. associations (State/National)
1 Federation of Indian Export Organisation (FIEO) National
2 Service Export Promotion Council (SEPC) National
3 Export Promotion Council EOU’S and SEZ’s (EPCES) National
4 Bangalore Commerce & Industry Chambers (BCIC) State
5 Confederation of Indian Industry (CII) National
6 Hyderabad Management Association (HMA) State
7 The Federation of Telangana Chambers of Commerce and Industry (FTCCI) State
8 Bulk Drug Manufacturers Association (BDMA) National
9 Federation of Indian Chamber of Commerce and Industry (FICCI) National
10 USIBC Global Board of Directors Global
11 Association of Biotechnology Led Enterprises (ABLE) National
12 The Association for Accessible Medicines (AAM) Global
13 USA-India Chamber of Commerce (USAIC) Global
14 Delhi Research Implementation and Innovation (DRIIV) Foundation State
15 Karnataka Drugs & Pharmaceuticals Manufacturer’s Association State
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the entity, based on adverse
orders from regulatory authorities.
Nil
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.
Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the
following format:
Not Applicable
The primary complaint of the student body studying life sciences is that the industry does not require sufficient practical skills. Biocon Academy actively
contributes to closing the skill gap that currently exists and strives to develop students into professionals who are prepared for the workforce.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a permanent or
non-permanent / on contract basis) in the following locations, as % of total wage cost
Biocon Limited
(Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)
Biocon Biologics
(Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments:
Not Applicable
2. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /
vulnerable groups? (Yes/No)
No, we don’t have a preferential procurement policy. However, we do have a supplier code of conduct which covers our commitment towards
human rights and labor practices, ethics and integrity, health and safety, environmental compliance and management systems.
The detailed supplier code of conduct can be accessed at https://www.biocon.com/docs/Supplier-Code-of-Conduct-2022.pdf.
At the organizational level, we prioritize the engagement and advancement of local small and medium enterprises, promoting economic devel-
opment in our operational regions
(b) From which marginalized /vulnerable groups do you procure?
Not applicable.
(c) What percentage of total procurement (by value) does it constitute?
Not applicable.
3. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year),
based on traditional knowledge:
Not Applicable
4. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of
traditional knowledge is involved.
Not Applicable
5. Details of beneficiaries of CSR Projects:
Please refer to page numbers 127 - 137 under Social and Relationship Capital of the Integrated report for details related to CSR projects executed by
the company.
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company receives and handles customer feedback and complaints through appropriate channels and with due diligence. Via a specially designed
web portal, our pharmacovigilance team monitors and reports any complaints that are received. Through this specially designed portal, stakeholders
can directly report grievances and provide feedback: https://pharmacovigilance.biocon.com/OnlineForm.aspx.
The portal facilitates the recording of information regarding product-related problems, unfavorable incidents or side effects of our products, a thorough
account of the event, any additional information regarding its severity or cause, and the event’s final result. Additionally, patients or other interested
parties can report complaints to the company by calling the toll-free number that is posted on the website (https://www.biocon.com/more/contact-
us/).
Every report is thoroughly examined to make sure that, when required, prompt action is taken.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
The company has a specific privacy policy in place for risks associated with data privacy and cybersecurity. It offers details on the kinds of personal data
that are collected, where the data comes from, how the data is used, and how it is safeguarded. It also provides important guidance on the rights of
users to share their personal information. You can view the aforementioned policy at https://www.biocon.com/privacy-policy-biocon/.
The company’s information security management system and IT infrastructure have undergone external third-party audits and are certified to ISO
27001:2013. Third-party vulnerability analyses, which include simulated hacker attacks, are added to this.
In addition, Biocon pledges to protect the confidentiality of any personal information the company may have about any individual and to respect their
right to privacy under its human rights policy.
Every year, the company provides information security and cyber security awareness training to all of its employees. During the year, special sessions on
important focus areas are also held. An escalation matrix that is easy to understand has been set up to encourage staff members to promptly report any
suspicious activity. Cybersecurity and information security are also included as evaluation criteria for employee performance.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security
and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of
products / services.
We take proactive steps in case any issue arises pertaining to any one of these categories. Corrective actions are also taken to prevent recurrences of
similar instances.
GRI INDEX
GRI 204: 204-1 Proportion of spending on local suppliers ESG Data Book Supplementary Databook: 52
Procurement
Practices
205-1 Operations assessed for risks related to corruption Governance, Ethics and Integrated Annual Report: 51
Compliance
GRI 205: Anti- 205-2 Communication and training about anti-corruption Governance, Ethics, and Integrated Annual Report: 51
Corruption policies and procedures Compliance
205-3 Confirmed incidents of corruption and actions taken ESG Data Book Supplementary Databook: 40
GRI 206: 206-1 Legal actions for anti-competitive behavior, antitrust, ESG Databook Supplementary Databook: 40
Anticompetitive and monopoly practices
Behavior
302-1 Energy consumption within the organization ESG Data Book Supplementary Databook: 42
302-3 Energy intensity ESG Data Book Supplementary Databook: 42
GRI 302 - Energy
302-4 Reduction of energy consumption Natural Capital - Energy Integrated Annual Report: 116,
Management, Supplementary Databook: 43
ESG Databook
303-1 Interactions with water as a shared resource Natural Capital - Water Integrated Annual Report:
Management 119-120
303-2 Management of water discharge-related impacts Natural Capital - Water Integrated Annual Report:
Management 119-120
GRI 303 - Water
and Effluents 303-3 Total water withdrawal by source ESG Data Book Supplementary Databook: 44
303-4 Water discharge ESG Data Book Supplementary Databook: 44
303-5 Water consumption ESG Data Book Supplementary Databook: 44
305-1 Direct (Scope 1) GHG emissions ESG Data Book Supplementary Databook: 43
305-2 Energy indirect (Scope 2) GHG emissions ESG Data Book Supplementary Databook: 43
305-3 Other indirect (Scope 3) GHG emissions) ESG Data Book Supplementary Databook: 43
305-4 GHG emissions intensity ESG Data Book Supplementary Databook: 43
GRI 305 -
305-5 Reduction of GHG emissions Natural Capital - GHG Integrated Annual Report:
Emissions
Emissions; 113-117;
ESG Data Book Supplementary Databook: 43
305-6 Emissions of ozone-depleting substances (ODS) ESG Data Book Supplementary Databook: 43
305-7 Nitrogen Oxides (NOX), Sulphur Oxides (SOX), and ESG Databook Supplementary Databook: 43
other significant air emissions
403-3 Occupational health and services Human Capital - Employee Integrated Annual Report: 108
Health & Safety
403-4 Worker participation, consultation and Human Capital - Employee Integrated Annual Report: 108
GRI 403 - communication on occupational health and safety Health & Safety
Occupational 403-5 Worker training on occupational health and safety Human Capital - Employee Integrated Annual Report: 108
health and Health & Safety
safety
403-6 Promotion of worker health Human Capital - Employee Integrated Annual Report: 108
Health & Safety
403-7 Prevention and mitigation of occupational health and Human Capital - Employee Integrated Annual Report: 108
safety impacts directly linked by business relationships Health & Safety
403-8 Workers covered by an occupational health and safety Human Capital- Employee Integrated Annual Report: 108
management system Health & Safety
403-9 Work-related injuries ESG Data Book Supplementary Databook: 51
403-10 Work-related health ESG Data Book Supplementary Databook: 51
404-1 Average hours of training per year per employee ESG Data Book Supplementary Databook: 50
404-2 Programs for upgrading employee skills and transition Human Capital - Learning & Integrated Annual Report:
GRI 404- assistance programs Development 101-104
Training and
Education
403-3 Percentage of employees receiving regular ESG Data Book Supplementary Databook: 51
performance and career development reviews
405-1 Diversity of governance bodies and employees Governance, Ethics and Integrated Annual Report: 53.
GRI 405: Compliance; Supplementary Databook:
Diversity ESG Data Book 45, 46, 50
and Equal 405-2 Ratio of basic salary and remuneration of women to Human Capital: Diversity, Integrated Annual Report: 99
Opportunity men Equity, Inclusion and
Belonging
GRI 406: Non- 406-1 Incidents of discrimination and corrective actions ESG Data Book Supplementary Databook: 40
discrimination taken
GRI 408: Child 408-1 Operations and suppliers at significant risk for ESG Data Book Supplementary Databook:
Labor incidents of child labor 40, 52
GRI 409: Forced 409-1 Operations and suppliers at significant risk for ESG Data Book Supplementary Databook:
or Compulsory incidents of forced or compulsory labor 40, 52
Labor
GRI 413- Local 413-1 Operations with local community engagement, Social and Relationship Capital Integrated Annual Report:
communities impact assessments, and development programs -Community Outreach 126-136
414-1 New suppliers that were screened using social criteria Social and Relationship Capital Integrated Annual Report: 139
- Managing relationships with Supplementary Databook:
GRI 414: suppliers; 52, 53
Supplier Social ESG Data Book
Assessment 414-2 Negative social impacts in the supply chain and Social and Relationship Capital Integrated Annual Report:
actions taken - Managing relationships with 138-142
supplier
GRI 415: Public 415-1 Political contributions ESG Data Book Supplementary Databook: 40
Policy
GRI 416: 416-2 Incidents of noncompliance concerning the health ESG Data Book Supplementary Databook: 40
Customer and safety impacts of products and services
Health and
Safety
417-1 Requirements for product and service information Social and Relationship Capital Integrated Annual Report: 143
and labeling - Ethical and Responsible
Marketing Practices
GRI 417: 417-2 Incidents of non-compliance concerning product and ESG Data Book Supplementary Databook: 40
Marketing and service information and labeling
Labeling
417-3 Incidents of non-compliance concerning marketing ESG Data Book Supplementary Databook: 40
communications
GRI 418: 418-1 Substantiated complaints concerning breaches of ESG Data Book Supplementary Databook: 40
Customer customer privacy and losses of customer data
Privacy
^Cash Spend
Philanthropic Contributions
Category Unit FY 2023 FY 2024
BL #
BBL BL #
BBL
CSR expense ₹ million 60 50^ 100 120.30
Charitable donations % of total CSR spend 0 0 0 0
Community investments % of total CSR spend 100 100 100 100
#
Includes Generics, Novel and Unallocable segment
^Cash Spend
R&D
Category Unit FY 2023 FY 2024
BL #
BBL BL #
BBL
R&D spending ₹ million 2,166 8,890 2,430 9,110
R&D spending as percentage of sales/revenue % 9 16 9 10
No. of R&D positions No. 507 543 406 451
#
Includes Generics, Novel and Unallocable segment
Fines/Settlements/Complaints
Largest contribution and expenditures: contributions to or expenditures to political campaigns or or- ₹ million 5.70 22.80
ganizations, lobbying, trade associations, tax-exempt entities, or other groups whose role is to influence
political campaigns or public policy and legislation
Board Effectiveness
Category Unit FY 2023 FY 2024
BL BBL BL BBL
Average board meeting attendance % 100 96 98.14 93.18
No. of non-executive/ independent directors with 4 or less other mandates No. 7 8 2 9
No. of other mandates for non-executive/ independent directors No. 7 0 7 0
restricted to
Number of independent or non-executive members with industry No. 7 8 7 9
experience (e.g., excludes executives)
Emerging Risks:
1. Malicious use of AI; emergence of a new strains of ransomware
While AI /Generative AI based tools have immense potential to help most industries, including biotechnology sector (for processes like drug discovery,
quality control, operational efficiency etc.), the underlying technology could be unfortunately mis-used to deploy ransomware strains that have the
capability to go unnoticed due to a faster rate of adoption to security systems, generally understood as polymorphism. For a traditional system, such
ransomwares might go completely un-noticed.
As some of our operations have started using AI based systems to drive operational efficiency, be it for an equipment or for resource management,
and as a whole since the extent of digitization has seen a significant increase in the past years, making our Tech / IT/ IoT based systems well-guarded
to these types of threats has become increasingly important.
As part of our “defence in depth” cybersecurity strategy for defending against threats, we equip ourselves with the next-generation technologies to
safeguard, detect, and respond to any threats that arise. We have fortified our network and security barriers with robust perimeter defense that include
intrusion detection and protection features. Our devices are safeguarded with advanced anti-virus software capable of identifying and responding to
previously unknown threats through behavioural analysis using machine learning. We continuously improve our ability to monitor incidents by apply-
ing artificial intelligence and machine learning algorithms to identify threats associated with new technologies.
We establish strong protections around data security by implementing a strict access control policy based on the principle of “need to know.” All data,
both in transit and at rest, is encrypted according to its importance and the level of risk. We have implemented a comprehensive data leak prevention
(DLP) system using top-tier technology and procedures to prevent any potential data breaches.
We also tap into the expertise and technologies of external specialists to proactively detect, analyze, and update our systems against unconventional
threats, in addition to addressing any data leaks that may occur. We are active members of industry groups that share best practices in this area. We
recognize that maintaining the security of our systems against these threats requires ongoing and continuous efforts.
2. Extreme and Erratic Weather Events
Though extreme weather events have been a global phenomenon since quite some, it is being considered as an ‘emerging risk’ due to the observed
increase in the intensity, frequency, and unpredictability of such events. Recent examples relevant to our operations are – the almost unprecedented
levels of temperature in Bangalore, India, which happens to be one of our main manufacturing and office locations. Occurrence of extreme events
could impact our day-to-day operations, especially in the absence of risk assessment and mitigation strategies
Initiatives such as adopting sustainability goals, roadmap for GHG reduction, water conservation, waste management through circular economy princi-
ples, increasing share of renewable power, introduction of energy efficient systems in core operations add to mitigation strategy against these events.
We also see this as an opportunity for resource conservation and for harnessing efficiencies that are associated with energy efficiency pathways.
Environmental Performance
Energy Consumption
** Data has been reinstated. Previously, Biomass as Agro based was considered instead of woodchips. In Malaysia, facility, woodchips is used for steam generation.
Note: Non-Renewable Energy include component of grid electricity and non-renewable fuel consumption Renewable Energy include component of Biomass and Renewable electricity
Fuel switch from Natural gas to Biomass briquettes NA 26,365 NA 8,239 NA 34,604
GHG emissions
BL + BBL BL + BBL
Only levels are monitored for Persistent Organic pollutants (POP), Volatile Organic Compounds (VOC), Hazardous Air Pollutants (HAP). All the pollutants are
within the regulatory limit.
BL + BBL BL BBL
Water Withdrawal
Groundwater million m3 0 0 0
Water Consumption
Water Recycle
Water Discharge
Groundwater million m3 0 0 0
Seawater million m3 0 0 0
*Recycled water used in utilities is considered. Reject water which will go for further ETP process is not considered.
Waste Management
Parameters FY 2023 FY 2024
Other hazardous waste generated (Includes Tons 17,136.89 1,722.89 17,307 10,268
containers, off-spec products, MEE salt, distillation
residue, ETP sludges, expiry chemicals, etc.) (G)
Total Hazardous waste (A+B+C+D+E+F+G) Tons 17,578.84 1,982 17,414 10,379
Total Non-hazardous waste (metal scrap and Tons 10,124 707 11,432 1,054
equipment, wooden pallets, cell mass, garden
waste etc.)
All the Non-hazardous waste and some of the hazardous waste sent to authorized recyclers.
Social Performance
Employee Information
Category Employees Unit FY 2023 FY 2024
Female No. 11 15 26 14 23 37
<30 No. 0 0 0 0 0 0
Middle management (L5-11) Male No. 1,297 2,285 3,582 1,401 2,171 3,572
Junior management (L1-L4) Male No. 2,069 1,925 3,994 2,090 1,609 3,699
>50 No. 13 5 18 17 19 36
Contractual employees Male No. 1,063 674 1,737 1,029 706 1,735
Hiring Trend
Category Unit FY 2024
BL BBL
Breakdown based on Share in total workforce Share in all management positions including junior, middle, and
Nationality senior management
(as a % of total workforce) (as a % of total management workforce)
Employee Turnover
Category Employees Unit Biocon Total (FY 2023) Biocon Total (FY 2024)
Voluntary Turnover
Category Employees Unit Biocon Total (FY 2023) Biocon Total (FY 2024)
BL BBL Total BL BBL Total
Senior management (L12+) Male No. 10 11 21 11 13 24
Female No. 0 0 0 0 1 1
<30 No. 0 0 0 0 0 0
30-50 No. 7 6 13 6 12 18
>50 No. 3 5 8 5 2 7
Middle management (L5-11) Male No. 180 498 678 169 278 447
Female No. 53 93 146 43 51 94
<30 No. 15 109 124 6 18 24
30-50 No. 214 474 688 203 310 513
>50 No. 4 8 12 3 1 4
Junior management (L1-L4) Male No. 339 464 803 322 340 662
Female No. 68 197 265 69 101 170
<30 No. 272 523 795 239 288 527
30-50 No. 135 138 273 152 153 305
>50 No. 0 0 0 0 0 0
Category Unit Biocon Total (FY 2023) Biocon Total (FY 2024)
BL BBL Total BL BBL Total
No. of women in total permanent workforce No. 600 1,357 1,957 766 1,566 2,332
Percentage of women in total permanent workforce (as % of % 15 24 20 17.60 29 24
total permanent workforce)
No. of women in top management positions, i.e. maximum No. 2 2 4 3* 7 10
two levels away from the CEO or comparable positions
Percentage of women in top management positions, i.e. % 12 7 8 11 18 15
maximum two levels away from the CEO or comparable po-
sitions (as % of total top management positions)
*Includes, Kiran Mazumdar-Shaw, Executive Chairperson
Trainings Spend
Category FY 2023 FY 2024
BL BBL BL + BBL BL BBL BL + BBL
Parental Leave*
Health and Safety (contains combined figures for permanent and contractual employees)
S. No. Category Unit Biocon Total (FY 2023) Biocon Total (FY 2024)
BL BBL BL BBL
1 Fatalities No. 0 0 0 0
7 Total working days scheduled for the workforce No. 290 290 290 290
**Criticality based on spend value – suppliers accounting for 50% of spend value in respective years considered as critical.
***Suppliers from the same or neighboring districts as the respective facilities of BL and BBL India are considered as local.
^The supplier count for FY22 has increased. This is due to the change in scope. Last year, for FY22 only direct procurement groups were considered. The present scope for FY22 and FY 2023 now
includes both direct and indirect procurement groups for products and services and hence there is an increase in the count of suppliers.
1.1 Total number of suppliers assessed via desk assessments/ on-site assessments No. 6 127
1.2 Number of suppliers assessed with substantial actual/ potential negative No. 0 9
impacts
1.5 Number of suppliers with substantial actual/potential negative impacts that No. 0 0
were terminated
S. No. Corrective action plan support Unit BL (FY 2024) BBL (FY 2024)
1.1 Total number of suppliers supported in corrective action plan implementation No. 6 9
S. No. Corrective action plan support Unit BL (FY 2024) BBL (FY 2024)
Limitations
Assurance relied solely on the documentation maintained and provided by the company. Assessment is based on the assumption that the
data and information provided in the report are proper and without any discrepancy. Assurance is subject to no physical verification of the
inventories e.g. of material consumed, waste generated, emissions and effluents.
The scope of assurance does not further cover:
- The statements made in the Report that describe company’s approach, strategy, aim, expectation, aspiration or beliefs or intentions.
- Data related to the Company’s financial performance disclosures.
- Activities and practices followed outside the defined assurance period stated hereinabove.
- The assurance does not extend to the activities and operations of the Company outside of the scope and geographical boundaries
mentioned in the report as well as the operations undertaken by any other entity that may be associated with or have a business
relationship with the “Company”.
- Compliance with any environmental, social, and legal issues related to the regulatory authority.
- Mapping of the Report with reporting frameworks other than those specifically mentioned in assurance scope. Any assessments or
comparisons with frameworks beyond the specified ones are not considered in this engagement.
The reliability of assurance is subject to uncertainties that are inherent in the assurance process. Uncertainties stem from limitations in
quantification models, assumptions, or data conversion factors used or may be present in the estimation of data used to arrive at results.
The conclusions herein are also naturally subject to any inherent uncertainties involved in the assurance process. While reading the
assurance statement, stakeholders shall recognize and accept the limitations and scope as mentioned above.
Independence
EVI is an independent professional services company that specializes in the areas of Sustainability, Climate Change and Environmental
Management. EVI adheres to Code of Ethics as per AA1000AS to maintain high ethical standards in assurance activities. No member of
the assurance team has a business relationship with the Company, its Directors, Managers, or officials beyond that required of this
assurance. The team has conducted the assurance independently and there has been no conflict of interest. No member of the verifier
team is involved in the preparation of the Report. The assurance has been carried out by experts from climate change and sustainability
areas who have an excellent understanding of methodology and procedures for the assurance of sustainability reports and data as per
AA1000AS.
Company’s responsibility
Biocon is responsible for preparing the Integrated Report, BRSR and ESG Databook in accordance with reporting Standards and for
maintaining effective internal controls over the data and information disclosed. Biocon is completely responsible for the report contents,
identification of material topics, and data reporting structure. The selection of reporting criteria, reporting period, reporting boundary,
monitoring, data measurement, preparation, and presentation of information for the reports are the sole responsibility of the management
of the Company. The intended user of this assurance statement is the Management of the company.
Verifier’s responsibility
The assurance statement should not be taken as a basis for interpreting the Company’s overall performance. EVI do not accept or assume
any liability whatsoever to any person or organization with regards to use or reliance on the contents of this assessment.
Conclusion
Based on the Moderate Level Type 2 (Limited) Assurance procedures and activities conducted and data/evidence obtained, nothing has
come to our attention that causes us to believe that the disclosures are not in conformance with the requirements of assurance standard
AA1000AS v3 and BRSR core framework by SEBI.
Observations and Recommendations
Principle of Inclusivity: Company has applied the principle of inclusivity in engaging with its stakeholders. Different
departments engage regularly with their relevant stakeholders through multiple engagement channels.
Principle of Materiality: Company has followed a structured process of materiality determination to report key material issues.
Principle of Responsiveness: Company has applied the principle of responsiveness with respect to its stakeholders.
Company has well defined system for responding to any concern raised by key stakeholders.
Principle of Impact: Company has identified, measured and disclosed the impact related with some of the key environmental,
social and governance topics.
Reliability and quality of specified information: The majority of the data and information verified by assurance team (on
sample basis) during the assessment is found to be fairly accurate. All data is reported transparently without material error.
Without affecting the overall conclusions on the Report, the following recommendations are made:
Company is already conducting training and awareness sessions on sustainability for onsite personnel. Further, enhanced level
of trainings on requirements of sustainability standards may be organized for data owners.
Data reporting formats may be further streamlined to be able to track and report ESG performance with respect to each facility/
company.
Company may adopt advanced data capturing and reporting software to minimize the possibility of human error in data entry,
calculations and reporting.
Assessed by:
The non-financial disclosures, ESG data and BRSR (Core) indicators have received limited assurance from Emergent Ventures India
Private Limited (Moderate Level Type 2 as per AA1000AS Standard) as of July 11, 2024. The detailed assurance statement is given
in this supplementary data book.
Biocon Limited
20th KM Hosur Road, Electronic City,
Bengaluru, 560100, Karnataka, India
Telephone: +91 80 2808 2808
Email: Group.Communications@biocon.com
Website: www.biocon.com
CIN: L24234KA1978PLC003417
Registered Office: 20th KM, Hosur Road, Electronic City, Bengaluru - 560 100, Karnataka, India
Tel: 080-2808 2808; Website: www.biocon.com; E-mail: co.secretary@biocon.com
Dear Members,
Invitation to attend the 46th Annual General Meeting on Friday, August 09, 2024
You are cordially invited to attend the 46th Annual General Meeting (AGM) of the Members of Biocon Limited (“the Company”) to be held on Friday, August
09, 2024 at 3:30 PM (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
The Notice of the meeting, containing the business to be transacted, is enclosed herewith. As per Section 108 of the Companies Act, 2013 read with the
related rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its
Members the facility to cast their vote by electronic means on all resolutions set forth in the Notice.
The following are the key details regarding the meeting for your easy reference:
Yours truly,
Sd/-
Kiran Mazumdar-Shaw
Executive Chairperson
DIN: 00347229
Enclosures:
1. Notice of the 46th Annual General Meeting
2. Instructions for participation through VC
3. Instructions for e-voting
Notice
Notice is hereby given that the 46th Annual General Meeting (“AGM”) of the holds office till the conclusion of this 46th Annual General Meeting (AGM) in
Members of Biocon Limited will be held on Friday, August 09, 2024, at 3:30 terms of Section 161 of the Act and SEBI Listing Regulations, 2015, be and
P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means is hereby appointed as an Independent Director of the Company, not liable
(“OAVM”) to transact the following businesses: to retire by rotation, for a term commencing from date of Board’s approval
i.e. May 16, 2024 till the conclusion of 49th AGM to be held in the year 2027;
ORDINARY BUSINESS:
RESOLVED FURTHER THAT any Director or the Key Managerial Personnel
Item No. 1: To receive, consider and adopt the Audited Financial of the Company be and are hereby severally authorised to do all such acts,
Statements (including audited consolidated financial statements) of deeds, matters and things and take all such steps as may be necessary,
the Company for the Financial Year ended March 31, 2024 and the proper or expedient for appointment of Mr. Atul Dhawan (DIN: 07373372),
reports of the Board of Directors and Auditors thereon. as a Non-Executive Independent Director of the Company.’’
To consider and if thought fit, to pass the following resolution, as an Item No. 5: To re-appoint Ms. Kiran Mazumdar-Shaw (DIN: 00347229)
Ordinary Resolution: as an Executive Director (designated as an “Executive Chairperson”)
“RESOLVED THAT the audited financial statements (standalone and of the Company.
consolidated) of the Company for the Financial Year ended March 31, 2024 To consider and if thought fit, to pass the following resolution as a Special
and the reports of the Board of Directors and Auditors thereon, as circulated Resolution:
to the Members, be and are hereby considered and adopted.”
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203
Item No. 2: To appoint Mr. Eric Vivek Mazumdar (DIN: 09381549) as and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”),
Director, liable to retire by rotation, and being eligible, offers himself read with Schedule V to the Act and the Rules made thereunder (including
for re-appointment. any statutory modification or re-enactment thereof for the time being in
To consider and if thought fit, to pass the following resolution, as an force), applicable provisions of the Securities and Exchange Board of India
Ordinary Resolution: (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations, 2015”), relevant provisions of the Articles of Association
“RESOLVED THAT pursuant to the provisions of Section 152 of the of the Company, based on the recommendation of the Nomination and
Companies Act, 2013, Mr. Eric Vivek Mazumdar (DIN: 09381549), who retires Remuneration Committee and the Board of Directors of the Company,
by rotation at this meeting and being eligible has offered himself for re- approval of the Members of the Company be and is hereby accorded for re-
appointment, be and is hereby appointed as a Director of the Company.” appointment of Ms. Kiran Mazumdar-Shaw (DIN: 00347229) as an Executive
Item No. 3: To declare a final dividend of 10% i.e. ` 0.50/- per equity Director (designated as an “Executive Chairperson”) of the Company, liable
share for the Financial Year ended March 31, 2024. to retire by rotation, for a period of 5 (five) years commencing from April 1,
2025, on such terms and conditions including remuneration as set out in
To consider and if thought fit, to pass the following resolution as an the explanatory statement annexed to the Notice;
Ordinary Resolution:
RESOLVED FURTHER THAT pursuant to Section 196 and any other
“RESOLVED THAT the final dividend at the rate of 10% i.e. ` 0.50/- per applicable provisions of the Companies Act, 2013, based on the
equity share of face value of ` 5/- each fully-paid up of the Company, as recommendation of Nomination and Remuneration Committee and the
recommended by the Board of Directors for the Financial Year ended March Board of Directors of the Company, approval of the Members be and is
31, 2024, be and is hereby declared and that such dividend be paid to those hereby accorded to the continuation of directorship of Ms. Kiran Mazumdar-
equity shareholders whose names appear in the Register of Members as on Shaw (DIN: 00347229), even though she has attained the age of 70 years;
the record date fixed for the purpose.”
RESOLVED FURTHER THAT based on the recommendation of Nomination
SPECIAL BUSINESS: and Remuneration Committee, and approval of the Board, the terms and
conditions of appointment of Ms. Kiran Mazumdar-Shaw (DIN: 00347229),
Item No. 4: To appoint Mr. Atul Dhawan (DIN: 07373372) as an
including remuneration and annual incremental thereof, can be altered and
Independent Director of the Company.
varied, but such remuneration shall not exceed the limits specified in the
To consider and if thought fit, to pass the following resolution as a Special Companies Act, 2013 and / or as specifically approved by the Members of
Resolution: the Company pursuant to Section 197 of the Act read with Schedule V;
“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in
read with Schedule IV and any other applicable provisions, if any, of the any financial year during the currency of tenure of service of the Chairperson,
Companies Act, 2013 (“the Act”) and the rules made there under, the the payment of remuneration shall be governed by the limits prescribed
applicable provisions of the Securities and Exchange Board of India (Listing under Section 197 of the Companies Act 2013 read with Part II of Schedule
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing V to the Act as specifically approved by the Members of the Company;
Regulations, 2015”) (including any statutory modification(s) or re-enactment
RESOLVED FURTHER THAT any Director or Company Secretary of the
thereof for the time being in force), in accordance with the provisions of
Company be and are hereby severally authorized to do all such acts,
Articles of Association of the Company and based on the recommendation
deeds and things which may be necessary for re-appointment of Ms. Kiran
of the Nomination and Remuneration Committee and the Board of Directors
Mazumdar-Shaw (DIN: 00347229) as an Executive Director (designated as an
of the Company, Mr. Atul Dhawan (DIN: 07373372), who was appointed
“Executive Chairperson”) on the Board of the Company.”
as an Additional Director (Category: Non-Executive Independent) of the
Company by the Board of Directors with effect from May 16, 2024 and who
Item No. 6: To re-appoint Mr. Siddharth Mittal (DIN: 03230757) as the Item No. 7: To approve Biocon Restricted Stock Unit Long Term
Managing Director of the Company. Incentive Plan FY 2025-29 and grant of Restricted Stock Units to
eligible employees of the Company.
To consider and if thought fit, to pass the following resolution as a Special
Resolution: To consider, and if thought fit, to pass the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203
and other applicable provisions, if any, of the Companies Act, 2013 (“the “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all
Act”), read with Schedule V to the Act and the Rules made thereunder other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read
(including any statutory modification or re-enactment thereof for the time with the Companies (Share Capital and Debentures) Rules, 2014 (including
being in force), applicable provisions of the Securities and Exchange Board any statutory modification(s) or re-enactment thereof ), the Securities
of India (Listing Obligations and Disclosure Requirements) Regulations, and Exchange Board of India (Share Based Employee Benefits and Sweat
2015 (“SEBI Listing Regulations, 2015”), relevant provisions of the Articles Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”), the Securities and
of Association of the Company, based on the recommendation of the Exchange Board of India (Listing Obligations and Disclosure Requirements)
Nomination and Remuneration Committee and the Board of Directors of Regulations, 2015 (“SEBI Listing Regulations”), the Memorandum of
the Company, approval of the Members of the Company be and is hereby Association and Articles of Association of the Company and any other
accorded for re-appointment of Mr. Siddharth Mittal (DIN: 03230757), as the applicable and prevailing statutory rules, notifications, regulations,
Managing Director of the Company, not liable to retire by rotation, for a guidelines/ circulars in this regard (including any statutory modification(s)
period of 5 (five) years effective from December 1, 2024, on such terms and or re-enactment(s) thereof for the time being in force) and subject to
conditions including remuneration as set out in the explanatory statement such other approval(s), consent(s), permission(s), and sanction(s) as may
annexed to the Notice; be necessary from the appropriate regulatory authority(ies)/ institution(s)
and such conditions and modifications as may be prescribed/imposed
RESOLVED FURTHER THAT pursuant to Sections 197, 198 and other by the appropriate regulatory authority(ies)/ institution(s) while granting
applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read such approval(s), consent(s), permission(s) and/or sanction(s) and may
with Schedule V of the Act and the Rules made thereunder, applicable be agreed by the Board of Directors of the Company (hereinafter referred
provisions of the Securities and Exchange Board of India (Listing Obligations to as the “Board” which term shall be deemed to include the Nomination
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, and Remuneration Committee of the Board or any other Committee
2015”), (including any amendment(s), modification(s) or re-enactment(s) constituted and empowered by the Board for the purpose), based on
thereof for the time being in force), and pursuant to the recommendation the recommendation of the Nomination and Remuneration Committee
of the Nomination and Remuneration Committee and the Board of and the Board of Directors of the Company, the consent of the Members
Directors of the Company, approval of the Members of the Company be of the Company be and is hereby accorded to approve, formulate and
and is hereby accorded for payment of remuneration to Mr. Siddharth implement the “Biocon Restricted Stock Unit Long Term Incentive Plan FY
Mittal (DIN: 03230757), Managing Director of the Company, in excess 2025-29” (“the Plan”) through the trust route and the Board be and is hereby
of prescribed limit of 5% of the net profits of the Company computed in authorised to create, issue, offer, grant and / or allot, from time to time, in
accordance with Section 198 of the Act, in any financial year(s), during his one or more tranches, a maximum of such Restricted Stock Units (“RSU’s”)
tenure as the Managing Director of the Company provided, however, that at any point of time drawing upto 65,39,000 (Sixty-Five Lacs and Thirty-Nine
the total managerial remuneration payable to the executive director(s) of Thousand) equity shares (representing 0.54% of the paid-up equity capital
the Company taken together in any financial year shall not exceed the limit of the Company as on March 31, 2024) (or such other adjusted figure for any
of 10% of net profit and overall managerial remuneration payable to all bonus, stock splits or consolidations or other reorganization of the capital
directors shall not exceed the limit of 11% of net profit of the Company as structure of the Company as may be applicable from time to time) which
prescribed under Section 197 of the Act read with rules made thereunder are exercisable into not more than 65,39,000 (Sixty-Five Lacs and Thirty-Nine
or other applicable provisions or any statutory modifications thereof, unless Thousand) equity shares (representing 0.54% of the paid-up equity capital
specifically approved by the Members of the Company pursuant to Section of the Company as on March 31, 2024) (or such other adjusted figure for any
197 of the Act read with Schedule V; bonus, stock splits or consolidations or other reorganization of the capital
RESOLVED FURTHER THAT based on the recommendation of Nomination structure of the Company as may be applicable from time to time) to or for
and Remuneration Committee, and approval of the Board, the terms the benefit of such person(s) who are in employment, whether working in
and conditions of appointment of Mr. Siddharth Mittal (DIN: 03230757), India or outside India and directors whether a whole-time director or not
including remuneration and annual incremental thereof, can be altered and (other than promoters or member of the promoter group of the Company,
varied, but such remuneration shall not exceed the limits specified in the an employee who is a promoter or a person belonging to the promoter
Companies Act, 2013 and / or as specifically approved by the Members of group, Independent Directors and Directors holding directly or indirectly
the Company pursuant to Section 197 of the Act read with Schedule V; more than 10% of the outstanding Equity Shares of the Company) of the
Company including the employees of the present and future subsidiary
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in Company(ies) and to such other persons as may from time to time be
any financial year during the currency of tenure of service of the Managing allowed to be eligible for the benefits of the RSUs under the applicable laws
Director, the payment of remuneration shall be governed by the limits and regulations prevailing from time to time (hereafter collectively referred
prescribed under Section 197 of the Companies Act 2013 (“the Act”) read as “Identified Employees”) and as may be approved by the Board, from time
with Part II of Schedule V to the Act as specifically approved by the Members to time, at such price or prices in one or more tranches and on such terms
of the Company; and conditions as may be determined by the Board in accordance with the
RESOLVED FURTHER THAT any Director or Company Secretary of the applicable laws, and as per the terms of the Plan and to provide for grant
Company be and are hereby severally authorized to do all such acts, deeds and subsequent vesting and exercise of RSU’s by Identified Employees in
and things which may be necessary for re-appointment of Mr. Siddharth the manner and method as contained in the Plan and pronounced in the
Mittal (DIN: 03230757), as the Managing Director of the Company.” explanatory statement;
RESOLVED FURTHER THAT subject to the applicable laws, consent of the Item No. 8: Authorization for secondary acquisition of equity shares
Members of the Company be and is hereby accorded to the Board of the of the Company by Biocon India Limited Employees Welfare Trust for
Company to implement the Plan through an irrevocable trust by the name implementation of ‘Biocon Restricted Stock Unit Long Term Incentive
“Biocon India Limited Employees Welfare Trust” (“the Trust”); Plan FY 2025-29’.
RESOLVED FURTHER THAT in compliance with Section 62(1)(b) and To consider, and if thought fit, to pass the following resolution as a Special
applicable provisions of the Act and other applicable laws including but not Resolution:
limited to Indian Trust Act, 1882, the Board be and is hereby authorized to
allot the fresh Equity Shares upto 65,39,000 (Sixty-Five Lacs and Thirty-Nine “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other
Thousand) equity shares (representing 0.54% of the paid-up equity capital applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with
of the Company as on March 31, 2024) (or such other adjusted figure for any the Companies (Share Capital and Debentures) Rules, 2014 (including any
bonus, stock splits or consolidations or other reorganization of the capital statutory modification(s) or re-enactment thereof ), Regulation 6(3)(a) and
structure of the Company as may be applicable for time to time), to Biocon other applicable provisions of the Securities and Exchange Board of India
India Limited Employees Welfare Trust over a period of time for the purpose (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
of implementation of the Plan, if required; SBEB & SE Regulations”), the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
RESOLVED FURTHER THAT the equity shares to be issued and / or allotted Regulations”), the Memorandum of Association and Articles of Association
by the Company in the manner aforesaid shall rank pari passu in all respects of the Company and such other laws, rules and regulations (including
with the then existing Equity Shares of the Company; any statutory modifications or amendments thereto or re-enactments
thereof, for the time being in force), as may be applicable, the approval of
RESOLVED FURTHER THAT the Board be and is hereby authorized to the Members of the Company be and is hereby accorded to Biocon India
take requisite steps for listing of the equity shares allotted under the Plan, Limited Employees Welfare Trust (hereinafter referred as the ‘Trust’) for
from time to time, on the Stock Exchanges where the equity shares of the implementation of ‘Biocon Restricted Stock Unit Long Term Incentive Plan
Company are listed; FY 2025-29’ (‘RSU Plan’) through secondary acquisitions, of up to 65,39,000
RESOLVED FURTHER THAT in case of any corporate action(s) such as right (Sixty-Five Lacs and Thirty-Nine Thousand) equity shares of the Company
issues, bonus issues, split, consolidation of shares, or other reorganization of (representing 0.54% of the paid-up equity capital of the Company as on
the capital structure of the Company, the ceiling as aforesaid of 65,39,000 March 31, 2024), in one or more tranches, on the platform of recognized
(Sixty-Five Lakhs and Thirty-Nine Thousand) equity shares (representing stock exchange(s) for cash consideration;
0.54% of the paid-up equity capital of the Company as on March 31, 2024) RESOLVED FURTHER THAT in case the number of equity shares to be
shall be deemed to be increased/decreased, as may be determined by transferred under the RSU Plan to the Identified Employees are increased
the Board, to facilitate making a fair and reasonable adjustment to the on account of any corporate action(s) such as rights issue, bonus issue, split/
entitlements of participants under the Plan; consolidation of shares, change in capital structure, merger/demerger, the
RESOLVED FURTHER THAT the Company shall conform compliance to approval of the Members of the Company be and is hereby accorded to the
the applicable Accounting Policies, Guidelines or Accounting Standards as Biocon India Limited Employees Welfare Trust to acquire such number of
may be applicable from time to time, including the disclosure requirements additional equity shares as may be required in this regard;
prescribed therein; RESOLVED FURTHER THAT for the purpose of giving effect to this
RESOLVED FURTHER THAT the Nomination and Remuneration Committee resolution, the Board be and is hereby authorized on behalf of the Company
(“the Committee”) be and is hereby designated as Compensation to do all such acts, deeds, matters and things as it may, in its absolute
Committee pursuant to SEBI SBEB & SE Regulations for administration and discretion, deem necessary, expedient, proper or desirable and to settle all
superintendence of the Plan; questions, difficulties or doubts that may arise in this regard at any stage,
to the extent permissible under SEBI SBEB & SE Regulations and such other
RESOLVED FURTHER THAT the Board of the Company, subject to laws as may be applicable, without requiring the Board to secure any further
compliance of the applicable laws and regulations, be and is hereby consent or approval of the Members of the Company.”
authorized to modify, change, vary, alter, amend, suspend or terminate the
Plan not prejudicial to the interests of the Identified Employees and to do Item No. 9: To approve grant of Restricted Stock Units to the employees
all such acts, deeds, matters and things as it may in its absolute discretion of present and future subsidiary company(ies) under Biocon Restricted
deem fit for such purpose and also to settle any issues, questions, difficulties Stock Unit Long Term Incentive Plan FY 2025-29.
or doubts that may arise in this regard without being required to seek To consider, and if thought fit, to pass the following resolution as a Special
any further consent or approval of the Members and to execute all such Resolution:
documents, writings and to give such directions and/or instructions as
may be necessary or expedient to give effect to such modification, change, “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other
variation, alteration, amendment, suspension or termination of the Plan and applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with
do all other things incidental to and ancillary thereof; the Companies (Share Capital and Debentures) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof ), Regulation 6(3)(c) and
RESOLVED FURTHER THAT the Board be and is hereby authorized to other applicable provisions of the Securities and Exchange Board of India
do all such acts, deeds, and things, as it may, in its absolute discretion (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
deem necessary including but not limited to appoint Advisors, Merchant SBEB & SE Regulations”), the Securities and Exchange Board of India (Listing
Bankers, Consultants or Representatives, being incidental for the effective Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
implementation and administration of the Plan and to make applications Regulations”), the Memorandum of Association and Articles of Association of
to the appropriate Authorities, for their requisite approvals and take all the Company and any other applicable and prevailing statutory Guidelines/
necessary actions and to settle all such questions, difficulties or doubts Circulars in that behalf and subject to such other approval(s), consent(s),
whatsoever that may arise while implementing this resolution.”
permission(s), and sanction(s) as may be necessary from the appropriate do all other things incidental to and ancillary thereof.”
regulatory authority(ies)/ institution(s) and such conditions and modifications
as may be prescribed/imposed by the appropriate regulatory authority(ies)/ Item No. 10: To approve material related party transactions between
institution(s) while granting such approval(s), consent(s), permission(s) and/ Biocon Biologics Limited and Biocon Biologics UK Limited, being
or sanction(s) and may be agreed by the Board of Directors of the Company direct and indirect subsidiaries of the Company.
(hereinafter referred to as the “Board” which term shall be deemed to include To consider and, if thought fit, to pass the following resolution as an
the Nomination and Remuneration Committee of the Board or any other Ordinary Resolution:
Committee constituted and empowered by the Board for the purpose),
the consent of the Members of the Company be and is hereby accorded to “RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
extend the benefits of the Biocon Restricted Stock Unit Long Term Incentive applicable Regulations of the Securities and Exchange Board of India (Listing
Plan FY 2025-29 (“the Plan”) including the grant of Restricted Stock Units Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“RSUs”) under the Plan, upto a maximum of such Restricted Stock Units (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act,
(“RSU’s”) at any point of time drawing upto 65,39,000 (Sixty-Five Lacs and 2013 (“the Act”) as may be applicable, and other applicable provisions of
Thirty-Nine Thousand) equity shares (representing 0.54% of the paid-up the Act, if any, read with related rules, if any, (including any other applicable
equity capital of the Company as on March 31, 2024) (or such other adjusted provisions or statutory modifications or re-enactment thereof for the
figure for any bonus, stock splits or consolidations or other reorganization time being in force), the Memorandum and Articles of Association of the
of the capital structure of the Company as may be applicable from time to Company and the Company’s Policy on Related Party Transaction(s), and
time) (as mentioned in Resolution no. 7 above), which are exercisable into as per the approval of the Audit Committee and Board of Directors of the
not more than 65,39,000 (Sixty-Five Lacs and Thirty-Nine Thousand) equity Company (hereinafter referred to as “Board”, which term shall be deemed to
shares (representing 0.54% of the paid-up equity capital of the Company include any Committee which the Board may have constituted or hereinafter
as on March 31, 2024) (or such other adjusted figure for any bonus, stock constitute) and subject to requisite statutory/ regulatory and other
splits or consolidations or other reorganization of the capital structure appropriate approvals, if any, as may be required, consent of the Members
of the Company as may be applicable from time to time) (as mentioned be and is hereby accorded to enter into and/or continue the related party
in Resolution no. 7 above), to or for the benefit of such person(s) who are transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by
in employment, whether working in India or outside India and directors way of an individual transaction or transactions taken together or series of
whether a whole-time director or not (other than promoters or member transactions or otherwise) between or for the benefit of two related parties
of the promoter group of the Company, an employee who is a promoter (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biocon
or a person belonging to the promoter group, Independent Directors and Biologics Limited and Biocon Biologics UK Limited, being direct and indirect
Directors holding directly or indirectly more than 10% of the outstanding subsidiaries of the Company, during the period commencing from the date
equity shares of the Company) of the present and future subsidiary company of the 46th Annual General Meeting (AGM) of the Company i.e. August 09,
(ies) of the Company, and such other employees as may be permitted under 2024 till the date of the 47th AGM of the Company to be held in the year
the applicable laws (hereafter collectively referred as “Identified Employees”) 2025, in terms of the explanatory statement to this resolution, on such terms
and as may be approved by the Board from time to time, on such terms and and conditions as may be agreed between the related parties, subject to
conditions, as contained in the Plan; such related party transaction(s) / contract(s)/ arrangement(s) being carried
out at an arm’s length and in the ordinary course of business by the related
RESOLVED FURTHER THAT the equity shares to be issued and allotted parties of the Company;
by the Company, if any, shall rank pari passu in all respects with the then
existing equity shares of the Company; RESOLVED FURTHER THAT the Board and/or the Board of Directors
(including any duly constituted committee thereof ) of the Company
RESOLVED FURTHER THAT in case of any corporate action(s) / respective subsidiaries, be and are hereby authorised to do all such
such as right issues, bonus issues, split, consolidation of shares, acts, deeds, matters and things including but not limited to authorising
or other reorganization of the capital structure of the Company, signatories, deciding on the timing, manner and extent of carrying out the
the ceiling as aforesaid of 65,39,000 (Sixty-Five Lacs and aforesaid activities and to negotiate, finalise and execute agreement(s),
Thirty-Nine Thousand) equity shares (representing 0.54% of the paid-up arrangement(s), contract(s) and such other document(s), by whatever name
equity capital of the Company as on March 31, 2024) shall be deemed to called, to make any material modifications to the terms of such related party
be increased/decreased, as may be determined by the Board, to facilitate transactions and to do all such acts, matters and things as may be necessary
making a fair and reasonable adjustment to the entitlements of participants and to settle any questions or difficulties that may arise in this regard and
under the Plan; incidental thereto, without being required to seek any further consent
RESOLVED FURTHER THAT the Company shall conform compliance to or approval of the Members and to delegate all or any of the powers or
the applicable Accounting Policies, Guidelines or Accounting Standards as authorities herein conferred to any Director(s) or other officer(s) of the
may be applicable from time to time, including the disclosure requirements Company or the concerned subsidiary (as the Board of Directors or a duly
prescribed therein; constituted committee thereof of such subsidiary may determine), or to
engage any advisor, consultant, agent or intermediary, as may be deemed
RESOLVED FURTHER THAT the Board of the Company, subject to necessary;
compliance of the applicable laws and regulations, be and is hereby
authorized to modify, change, vary, alter, amend, suspend or terminate the RESOLVED FURTHER THAT all actions taken by the Board of the respective
Plan not prejudicial to the interests of the Identified Employees and to do subsidiaries in connection with any matter referred to or contemplated in
all such acts, deeds, matters and things as it may in its absolute discretion this resolution, be and is hereby approved and confirmed in all respect.”
deem fit for such purpose and also to settle any issues, questions, difficulties Item No. 11: To approve material related party transactions between
or doubts that may arise in this regard without being required to seek Biocon Biologics Limited and Biosimilars Newco Limited, being direct
any further consent or approval of the Members and to execute all such and indirect subsidiaries of the Company.
documents, writings and to give such directions and/or instructions as
may be necessary or expedient to give effect to such modification, change, To consider and, if thought fit, to pass the following resolution as an
variation, alteration, amendment, suspension or termination of the Plan and Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other time being in force), the Memorandum and Articles of Association of the
applicable Regulations of the Securities and Exchange Board of India (Listing Company and the Company’s Policy on Related Party Transaction(s), and
Obligations and Disclosure Requirements) Regulations, 2015, as amended as per the approval of the Audit Committee and Board of Directors of the
(‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, Company (hereinafter referred to as “Board”, which term shall be deemed to
2013 (“the Act”) as may be applicable, and other applicable provisions of include any Committee which the Board may have constituted or hereinafter
the Act, if any, read with related rules, if any, (including any other applicable constitute) and subject to requisite statutory/ regulatory and other
provisions or statutory modifications or re-enactment thereof for the appropriate approvals, if any, as may be required, consent of the Members
time being in force), the Memorandum and Articles of Association of the be and is hereby accorded to enter into and/or continue the related party
Company and the Company’s Policy on Related Party Transaction(s), and transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by
as per the approval of the Audit Committee and Board of Directors of the way of an individual transaction or transactions taken together or series of
Company (hereinafter referred to as “Board”, which term shall be deemed to transactions or otherwise) between or for the benefit of two related parties
include any Committee which the Board may have constituted or hereinafter (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biocon
constitute) and subject to requisite statutory/ regulatory and other Biologics Limited and Biosimilar Collaborations Ireland Ltd., being direct
appropriate approvals, if any, as may be required, consent of the Members and indirect subsidiaries of the Company, during the period commencing
be and is hereby accorded to enter into and/or continue the related party from the date of the 46th Annual General Meeting (AGM) of the Company
transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by i.e. August 09, 2024 till the date of the 47th AGM of the Company to be held
way of an individual transaction or transactions taken together or series of in the year 2025, in terms of the explanatory statement to this resolution, on
transactions or otherwise) between or for the benefit of two related parties such terms and conditions as may be agreed between the related parties,
(in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biocon subject to such related party transaction(s) / contract(s)/ arrangement(s)
Biologics Limited and Biosimilars Newco Limited, being direct and indirect being carried out at an arm’s length and in the ordinary course of business
subsidiaries of the Company, during the period commencing from the date by the related parties of the Company;
of the 46th Annual General Meeting (AGM) of the Company i.e. August 09,
2024 till the date of the 47th AGM of the Company to be held in the year RESOLVED FURTHER THAT the Board and/or the Board of Directors
2025, in terms of the explanatory statement to this resolution, on such terms (including any duly constituted committee thereof ) of the Company
and conditions as may be agreed between the related parties, subject to / respective subsidiaries, be and are hereby authorised to do all such
such related party transaction(s) / contract(s)/ arrangement(s) being carried acts, deeds, matters and things including but not limited to authorising
out at an arm’s length and in the ordinary course of business by the related signatories, deciding on the timing, manner and extent of carrying out the
parties of the Company; aforesaid activities and to negotiate, finalise and execute agreement(s),
arrangement(s), contract(s) and such other document(s), by whatever name
RESOLVED FURTHER THAT the Board and/or the Board of Directors called, to make any material modifications to the terms of such related party
(including any duly constituted committee thereof ) of the Company transactions and to do all such acts, matters and things as may be necessary
/ respective subsidiaries, be and are hereby authorised to do all such and to settle any questions or difficulties that may arise in this regard and
acts, deeds, matters and things including but not limited to authorising incidental thereto, without being required to seek any further consent
signatories, deciding on the timing, manner and extent of carrying out the or approval of the Members and to delegate all or any of the powers or
aforesaid activities and to negotiate, finalise and execute agreement(s), authorities herein conferred to any Director(s) or other officer(s) of the
arrangement(s), contract(s) and such other document(s), by whatever name Company or the concerned subsidiary (as the Board of Directors or a duly
called, to make any material modifications to the terms of such related party constituted committee thereof of such subsidiary may determine), or to
transactions and to do all such acts, matters and things as may be necessary engage any advisor, consultant, agent or intermediary, as may be deemed
and to settle any questions or difficulties that may arise in this regard and necessary;
incidental thereto, without being required to seek any further consent
or approval of the Members and to delegate all or any of the powers or RESOLVED FURTHER THAT all actions taken by the Board of the respective
authorities herein conferred to any Director(s) or other officer(s) of the subsidiaries in connection with any matter referred to or contemplated in
Company or the concerned subsidiary (as the Board of Directors or a duly this resolution, be and is hereby approved and confirmed in all respect.”
constituted committee thereof of such subsidiary may determine), or to Item No. 13: To approve material related party transactions between
engage any advisor, consultant, agent or intermediary, as may be deemed Biocon Biologics Limited and Biocon Biologics Inc., USA, being direct
necessary; and indirect subsidiaries of the Company.
RESOLVED FURTHER THAT all actions taken by the Board of the respective To consider and, if thought fit, to pass the following resolution as an
subsidiaries in connection with any matter referred to or contemplated in Ordinary Resolution:
this resolution, be and is hereby approved and confirmed in all respect.”
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
Item No. 12: To approve material related party transactions between applicable Regulations of the Securities and Exchange Board of India (Listing
Biocon Biologics Limited and Biosimilar Collaborations Ireland Ltd., Obligations and Disclosure Requirements) Regulations, 2015, as amended
being direct and indirect subsidiaries of the Company. (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act,
To consider and, if thought fit, to pass the following resolution as an 2013 (“the Act”) as may be applicable, and other applicable provisions of
Ordinary Resolution: the Act, if any, read with related rules, if any, (including any other applicable
provisions or statutory modifications or re-enactment thereof for the
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other time being in force), the Memorandum and Articles of Association of the
applicable Regulations of the Securities and Exchange Board of India (Listing Company and the Company’s Policy on Related Party Transaction(s), and
Obligations and Disclosure Requirements) Regulations, 2015, as amended as per the approval of the Audit Committee and Board of Directors of the
(‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, Company (hereinafter referred to as “Board”, which term shall be deemed to
2013 (“the Act”) as may be applicable, and other applicable provisions of include any Committee which the Board may have constituted or hereinafter
the Act, if any, read with related rules, if any, (including any other applicable constitute) and subject to requisite statutory/ regulatory and other
provisions or statutory modifications or re-enactment thereof for the appropriate approvals, if any, as may be required, consent of the Members
be and is hereby accorded to enter into and/or continue the related party from the date of the 46th Annual General Meeting (AGM) of the Company
transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by i.e. August 09, 2024 till the date of the 47th AGM of the Company to be held
way of an individual transaction or transactions taken together or series of in the year 2025, in terms of the explanatory statement to this resolution, on
transactions or otherwise) between or for the benefit of two related parties such terms and conditions as may be agreed between the related parties,
(in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biocon subject to such related party transaction(s) / contract(s)/ arrangement(s)
Biologics Limited and Biocon Biologics Inc., USA, being direct and indirect being carried out at an arm’s length and in the ordinary course of business
subsidiaries of the Company, during the period commencing from the date by the related parties of the Company;
of the 46th Annual General Meeting (AGM) of the Company i.e. August 09,
2024 till the date of the 47th AGM of the Company to be held in the year RESOLVED FURTHER THAT the Board and/or the Board of Directors
2025, in terms of the explanatory statement to this resolution, on such terms (including any duly constituted committee thereof ) of the Company
and conditions as may be agreed between the related parties, subject to / respective subsidiaries, be and are hereby authorised to do all such
such related party transaction(s) / contract(s)/ arrangement(s) being carried acts, deeds, matters and things including but not limited to authorising
out at an arm’s length and in the ordinary course of business by the related signatories, deciding on the timing, manner and extent of carrying out the
parties of the Company; aforesaid activities and to negotiate, finalise and execute agreement(s),
arrangement(s), contract(s) and such other document(s), by whatever name
RESOLVED FURTHER THAT the Board and/or the Board of Directors called, to make any material modifications to the terms of such related party
(including any duly constituted committee thereof ) of the Company transactions and to do all such acts, matters and things as may be necessary
/ respective subsidiaries, be and are hereby authorised to do all such and to settle any questions or difficulties that may arise in this regard and
acts, deeds, matters and things including but not limited to authorising incidental thereto, without being required to seek any further consent
signatories, deciding on the timing, manner and extent of carrying out the or approval of the Members and to delegate all or any of the powers or
aforesaid activities and to negotiate, finalise and execute agreement(s), authorities herein conferred to any Director(s) or other officer(s) of the
arrangement(s), contract(s) and such other document(s), by whatever name Company or the concerned subsidiary (as the Board of Directors or a duly
called, to make any material modifications to the terms of such related party constituted committee thereof of such subsidiary may determine), or to
transactions and to do all such acts, matters and things as may be necessary engage any advisor, consultant, agent or intermediary, as may be deemed
and to settle any questions or difficulties that may arise in this regard and necessary;
incidental thereto, without being required to seek any further consent
or approval of the Members and to delegate all or any of the powers or RESOLVED FURTHER THAT all actions taken by the Board of the respective
authorities herein conferred to any Director(s) or other officer(s) of the subsidiaries in connection with any matter referred to or contemplated in
Company or the concerned subsidiary (as the Board of Directors or a duly this resolution, be and is hereby approved and confirmed in all respect.”
constituted committee thereof of such subsidiary may determine), or to Item No. 15: To approve material related party transactions between
engage any advisor, consultant, agent or intermediary, as may be deemed Biocon Biologics Limited and Biocon Biologics Germany GmbH, being
necessary; direct and indirect subsidiaries of the Company.
RESOLVED FURTHER THAT all actions taken by the Board of the respective To consider and, if thought fit, to pass the following resolution as an
subsidiaries in connection with any matter referred to or contemplated in Ordinary Resolution:
this resolution, be and is hereby approved and confirmed in all respect.”
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
Item No. 14: To approve material related party transactions between applicable Regulations of the Securities and Exchange Board of India (Listing
Biocon Biologics Limited and Biocon Biologics France S.A.S., being Obligations and Disclosure Requirements) Regulations, 2015, as amended
direct and indirect subsidiaries of the Company. (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act,
To consider and, if thought fit, to pass the following resolution as an 2013 (“the Act”) as may be applicable, and other applicable provisions of
Ordinary Resolution: the Act, if any, read with related rules, if any, (including any other applicable
provisions or statutory modifications or re-enactment thereof for the
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other time being in force), the Memorandum and Articles of Association of the
applicable Regulations of the Securities and Exchange Board of India (Listing Company and the Company’s Policy on Related Party Transaction(s), and
Obligations and Disclosure Requirements) Regulations, 2015, as amended as per the approval of the Audit Committee and Board of Directors of the
(‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, Company (hereinafter referred to as “Board”, which term shall be deemed to
2013 (“the Act”) as may be applicable, and other applicable provisions of include any Committee which the Board may have constituted or hereinafter
the Act, if any, read with related rules, if any, (including any other applicable constitute) and subject to requisite statutory/ regulatory and other
provisions or statutory modifications or re-enactment thereof for the appropriate approvals, if any, as may be required, consent of the Members
time being in force), the Memorandum and Articles of Association of the be and is hereby accorded to enter into and/or continue the related party
Company and the Company’s Policy on Related Party Transaction(s), and transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by
as per the approval of the Audit Committee and Board of Directors of the way of an individual transaction or transactions taken together or series of
Company (hereinafter referred to as “Board”, which term shall be deemed transactions or otherwise) between or for the benefit of two related parties
to include any Committee which the Board may have constituted or (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biocon
hereinafter constitute) and subject to requisite statutory/ regulatory and Biologics Limited and Biocon Biologics Germany GmbH, being direct and
other appropriate approvals, if any, as may be required, consent of the indirect subsidiaries of the Company, during the period commencing from
Members be and is hereby accorded to enter into and/or continue the the date of the 46th Annual General Meeting (AGM) of the Company i.e.
related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s) August 09, 2024 till the date of the 47th AGM of the Company to be held in
(whether by way of an individual transaction or transactions taken together the year 2025, in terms of the explanatory statement to this resolution, on
or series of transactions or otherwise) between or for the benefit of two such terms and conditions as may be agreed between the related parties,
related parties (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) subject to such related party transaction(s) / contract(s)/ arrangement(s)
i.e. Biocon Biologics Limited and Biocon Biologics France S.A.S, being direct being carried out at an arm’s length and in the ordinary course of business
and indirect subsidiaries of the Company, during the period commencing by the related parties of the Company;
RESOLVED FURTHER THAT the Board and/or the Board of Directors called, to make any material modifications to the terms of such related party
(including any duly constituted committee thereof ) of the Company transactions and to do all such acts, matters and things as may be necessary
/ respective subsidiaries, be and are hereby authorised to do all such and to settle any questions or difficulties that may arise in this regard and
acts, deeds, matters and things including but not limited to authorising incidental thereto, without being required to seek any further consent
signatories, deciding on the timing, manner and extent of carrying out the or approval of the Members and to delegate all or any of the powers or
aforesaid activities and to negotiate, finalise and execute agreement(s), authorities herein conferred to any Director(s) or other officer(s) of the
arrangement(s), contract(s) and such other document(s), by whatever name Company or the concerned subsidiary (as the Board of Directors or a duly
called, to make any material modifications to the terms of such related party constituted committee thereof of such subsidiary may determine), or to
transactions and to do all such acts, matters and things as may be necessary engage any advisor, consultant, agent or intermediary, as may be deemed
and to settle any questions or difficulties that may arise in this regard and necessary;
incidental thereto, without being required to seek any further consent
or approval of the Members and to delegate all or any of the powers or RESOLVED FURTHER THAT all actions taken by the Board of the respective
authorities herein conferred to any Director(s) or other officer(s) of the subsidiaries in connection with any matter referred to or contemplated in
Company or the concerned subsidiary (as the Board of Directors or a duly this resolution, be and is hereby approved and confirmed in all respect.”
constituted committee thereof of such subsidiary may determine), or to Item No. 17: To approve material related party transactions between
engage any advisor, consultant, agent or intermediary, as may be deemed Biocon SDN BHD, Malaysia and Biosimilars Newco Limited, being
necessary; indirect subsidiaries of the Company.
RESOLVED FURTHER THAT all actions taken by the Board of the respective To consider and, if thought fit, to pass the following resolution as an
subsidiaries in connection with any matter referred to or contemplated in Ordinary Resolution:
this resolution, be and is hereby approved and confirmed in all respect.”
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
Item No. 16: To approve material related party transactions between applicable Regulations of the Securities and Exchange Board of India (Listing
Biocon Biologics UK Limited and Biosimilars Newco Limited, being Obligations and Disclosure Requirements) Regulations, 2015, as amended
indirect subsidiaries of the Company. (‘SEBI Listing Regulations’) read with Section 188 of the Companies Act,
To consider and, if thought fit, to pass the following resolution as an 2013 (“the Act”) as may be applicable, and other applicable provisions of
Ordinary Resolution: the Act, if any, read with related rules, if any, (including any other applicable
provisions or statutory modifications or re-enactment thereof for the
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and time being in force), the Memorandum and Articles of Association of the
other applicable Regulations of the Securities and Exchange Board of Company and the Company’s Policy on Related Party Transaction(s), and
India (Listing Obligations and Disclosure Requirements) Regulations, as per the approval of the Audit Committee and Board of Directors of the
2015, as amended (‘SEBI Listing Regulations’) read with Section 188 of the Company (hereinafter referred to as “Board”, which term shall be deemed
Companies Act, 2013 (“the Act”) as may be applicable, and other applicable to include any Committee which the Board may have constituted or
provisions of the Act, if any, read with related rules, if any, (including any hereinafter constitute) and subject to requisite statutory/ regulatory and
other applicable provisions or statutory modifications or re-enactment other appropriate approvals, if any, as may be required, consent of the
thereof for the time being in force), the Memorandum and Articles of Members be and is hereby accorded to enter into and/or continue the
Association of the Company and the Company’s Policy on Related Party related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s)
Transaction(s), and as per the approval of the Audit Committee and Board (whether by way of an individual transaction or transactions taken together
of Directors of the Company (hereinafter referred to as “Board”, which term or series of transactions or otherwise) between or for the benefit of two
shall be deemed to include any Committee which the Board may have related parties (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations)
constituted or hereinafter constitute) and subject to requisite statutory/ i.e. Biocon SDN BHD, Malaysia and Biosimilars Newco Limited, being indirect
regulatory and other appropriate approvals, if any, as may be required, subsidiaries of the Company, during the period commencing from the date
consent of the Members be and is hereby accorded to enter into and/or of the 46th Annual General Meeting (AGM) of the Company i.e. August 09,
continue the related party transaction(s) / contract(s)/ arrangement(s)/ 2024 till the date of the 47th AGM of the Company to be held in the year
agreement(s) (whether by way of an individual transaction or transactions 2025, in terms of the explanatory statement to this resolution, on such terms
taken together or series of transactions or otherwise) between or for the and conditions as may be agreed between the related parties, subject to
benefit of two related parties (in terms of Regulation 2(1)(zb) of the SEBI such related party transaction(s) / contract(s)/ arrangement(s) being carried
Listing Regulations) i.e. Biocon Biologics UK Limited and Biosimilars Newco out at an arm’s length and in the ordinary course of business by the related
Limited, being indirect subsidiaries of the Company, during the period parties of the Company;
commencing from the date of the 46th Annual General Meeting (AGM)
of the Company i.e. August 09, 2024 till the date of the 47th AGM of the RESOLVED FURTHER THAT the Board and/or the Board of Directors
Company to be held in the year 2025, in terms of the explanatory statement (including any duly constituted committee thereof ) of the Company
to this resolution, on such terms and conditions as may be agreed between / respective subsidiaries, be and are hereby authorised to do all such
the related parties, subject to such related party transaction(s) / contract(s)/ acts, deeds, matters and things including but not limited to authorising
arrangement(s) being carried out at an arm’s length and in the ordinary signatories, deciding on the timing, manner and extent of carrying out the
course of business by the related parties of the Company; aforesaid activities and to negotiate, finalise and execute agreement(s),
arrangement(s), contract(s) and such other document(s), by whatever name
RESOLVED FURTHER THAT the Board and/or the Board of Directors called, to make any material modifications to the terms of such related party
(including any duly constituted committee thereof ) of the Company transactions and to do all such acts, matters and things as may be necessary
/ respective subsidiaries, be and are hereby authorised to do all such and to settle any questions or difficulties that may arise in this regard and
acts, deeds, matters and things including but not limited to authorising incidental thereto, without being required to seek any further consent
signatories, deciding on the timing, manner and extent of carrying out the or approval of the Members and to delegate all or any of the powers or
aforesaid activities and to negotiate, finalise and execute agreement(s), authorities herein conferred to any Director(s) or other officer(s) of the
arrangement(s), contract(s) and such other document(s), by whatever name Company or the concerned subsidiary (as the Board of Directors or a duly
constituted committee thereof of such subsidiary may determine), or to Item No. 19: To approve material related party transactions between
engage any advisor, consultant, agent or intermediary, as may be deemed Biosimilar Collaborations Ireland Limited and Biocon Biologics France
necessary; S.A.S., being indirect subsidiaries of the Company.
RESOLVED FURTHER THAT all actions taken by the Board of the respective To consider and, if thought fit, to pass the following resolution as an
subsidiaries in connection with any matter referred to or contemplated in Ordinary Resolution:
this resolution, be and is hereby approved and confirmed in all respect.”
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and
Item No. 18: To approve material related party transactions between other applicable Regulations of the Securities and Exchange Board of
Biosimilars Newco Limited and Biocon Biologics Inc., USA, being India (Listing Obligations and Disclosure Requirements) Regulations,
indirect subsidiaries of the Company. 2015, as amended (‘SEBI Listing Regulations’) read with Section 188 of the
Companies Act, 2013 (“the Act”) as may be applicable, and other applicable
To consider and, if thought fit, to pass the following resolution as an provisions of the Act, if any, read with related rules, if any, (including any
Ordinary Resolution: other applicable provisions or statutory modifications or re-enactment
thereof for the time being in force), the Memorandum and Articles of
“RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
Association of the Company and the Company’s Policy on Related Party
applicable Regulations of the Securities and Exchange Board of India (Listing
Transaction(s), and as per the approval of the Audit Committee and Board
Obligations and Disclosure Requirements) Regulations, 2015, as amended
of Directors of the Company (hereinafter referred to as “Board”, which term
(‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, shall be deemed to include any Committee which the Board may have
2013 (“the Act”) as may be applicable, and other applicable provisions of constituted or hereinafter constitute) and subject to requisite statutory/
the Act, if any, read with related rules, if any, (including any other applicable regulatory and other appropriate approvals, if any, as may be required,
provisions or statutory modifications or re-enactment thereof for the consent of the Members be and is hereby accorded to enter into and/or
time being in force), the Memorandum and Articles of Association of the continue the related party transaction(s) / contract(s)/ arrangement(s)/
Company and the Company’s Policy on Related Party Transaction(s), and agreement(s) (whether by way of an individual transaction or transactions
as per the approval of the Audit Committee and Board of Directors of the taken together or series of transactions or otherwise) between or for the
Company (hereinafter referred to as “Board”, which term shall be deemed benefit of two related parties (in terms of Regulation 2(1)(zb) of the SEBI
to include any Committee which the Board may have constituted or Listing Regulations) i.e. Biosimilar Collaborations Ireland Limited and Biocon
hereinafter constitute) and subject to requisite statutory/ regulatory and Biologics France S.A.S., being indirect subsidiaries of the Company, during
other appropriate approvals, if any, as may be required, consent of the the period commencing from the date of the 46th Annual General Meeting
Members be and is hereby accorded to enter into and/or continue the (AGM) of the Company i.e. August 09, 2024 till the date of the 47th AGM of the
related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s) Company to be held in the year 2025, in terms of the explanatory statement
(whether by way of an individual transaction or transactions taken together to this resolution, on such terms and conditions as may be agreed between
or series of transactions or otherwise) between or for the benefit of two the related parties, subject to such related party transaction(s) / contract(s)/
related parties (in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) arrangement(s) being carried out at an arm’s length and in the ordinary
i.e. Biosimilars Newco Limited and Biocon Biologics Inc., USA, being indirect course of business by the related parties of the Company;
subsidiaries of the Company, during the period commencing from the date
RESOLVED FURTHER THAT the Board and/or the Board of Directors
of the 46th Annual General Meeting (AGM) of the Company i.e. August 09,
(including any duly constituted committee thereof ) of the Company
2024 till the date of the 47th AGM of the Company to be held in the year / respective subsidiaries, be and are hereby authorised to do all such
2025, in terms of the explanatory statement to this resolution, on such terms acts, deeds, matters and things including but not limited to authorising
and conditions as may be agreed between the related parties, subject to signatories, deciding on the timing, manner and extent of carrying out the
such related party transaction(s) / contract(s)/ arrangement(s) being carried aforesaid activities and to negotiate, finalise and execute agreement(s),
out at an arm’s length and in the ordinary course of business by the related arrangement(s), contract(s) and such other document(s), by whatever name
parties of the Company; called, to make any material modifications to the terms of such related party
RESOLVED FURTHER THAT the Board and/or the Board of Directors transactions and to do all such acts, matters and things as may be necessary
(including any duly constituted committee thereof ) of the Company and to settle any questions or difficulties that may arise in this regard and
incidental thereto, without being required to seek any further consent
/ respective subsidiaries, be and are hereby authorised to do all such
or approval of the Members and to delegate all or any of the powers or
acts, deeds, matters and things including but not limited to authorising
authorities herein conferred to any Director(s) or other officer(s) of the
signatories, deciding on the timing, manner and extent of carrying out the
Company or the concerned subsidiary (as the Board of Directors or a duly
aforesaid activities and to negotiate, finalise and execute agreement(s),
constituted committee thereof of such subsidiary may determine), or to
arrangement(s), contract(s) and such other document(s), by whatever name engage any advisor, consultant, agent or intermediary, as may be deemed
called, to make any material modifications to the terms of such related party necessary;
transactions and to do all such acts, matters and things as may be necessary
and to settle any questions or difficulties that may arise in this regard and RESOLVED FURTHER THAT all actions taken by the Board of the respective
incidental thereto, without being required to seek any further consent subsidiaries in connection with any matter referred to or contemplated in
or approval of the Members and to delegate all or any of the powers or this resolution, be and is hereby approved and confirmed in all respect.”
authorities herein conferred to any Director(s) or other officer(s) of the
Item No. 20: To approve material related party transactions between
Company or the concerned subsidiary (as the Board of Directors or a duly Biosimilar Collaborations Ireland Limited and Biocon Biologics
constituted committee thereof of such subsidiary may determine), or to Germany GmbH, being indirect subsidiaries of the Company.
engage any advisor, consultant, agent or intermediary, as may be deemed
necessary; To consider and, if thought fit, to pass the following resolution as an
Ordinary Resolution:
RESOLVED FURTHER THAT all actions taken by the Board of the respective
subsidiaries in connection with any matter referred to or contemplated in “RESOLVED THAT pursuant to the provisions of Regulation 23(4) and other
this resolution, be and is hereby approved and confirmed in all respect.” applicable Regulations of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended RESOLVED FURTHER THAT all actions taken by the Board of the respective
(‘SEBI Listing Regulations’) read with Section 188 of the Companies Act, subsidiaries in connection with any matter referred to or contemplated in
2013 (“the Act”) as may be applicable, and other applicable provisions of this resolution, be and is hereby approved and confirmed in all respect.”
the Act, if any, read with related rules, if any, (including any other applicable
provisions or statutory modifications or re-enactment thereof for the Item No. 21: To ratify the remuneration of Cost Auditors for the
time being in force), the Memorandum and Articles of Association of the Financial Year 2024-25.
Company and the Company’s Policy on Related Party Transaction(s), and To consider and if thought fit, to pass the following resolution as an
as per the approval of the Audit Committee and Board of Directors of the Ordinary Resolution:
Company (hereinafter referred to as “Board”, which term shall be deemed to
include any Committee which the Board may have constituted or hereinafter “RESOLVED THAT pursuant to the provisions of Section 148 and other
constitute) and subject to requisite statutory/ regulatory and other applicable provisions, if any, of the Companies Act, 2013 read with the
appropriate approvals, if any, as may be required, consent of the Members Companies (Audit and Auditors) Rules, 2014 (including any statutory
be and is hereby accorded to enter into and/or continue the related party modification(s) or amendment(s) thereto or re-enactment(s) thereof, for
transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by the time being in force), the remuneration as approved by the Board of
way of an individual transaction or transactions taken together or series of Directors, payable to M/s. Rao Murthy & Associates, Cost Accountants having
transactions or otherwise) between or for the benefit of two related parties Firm Registration Number 000065, appointed by the Board of Directors of
(in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations) i.e. Biosimilar the Company as the Cost Auditors to conduct the audit of the cost records
Collaborations Ireland Limited and Biocon Biologics Germany GmbH, being of the Company for the Financial Year ending March 31, 2025, amounting to
indirect subsidiaries of the Company, during the period commencing from ` 4,50,000 (Rupees Four Lakhs Fifty Thousand only) per annum (plus all taxes
the date of the 46th Annual General Meeting (AGM) of the Company i.e. and reimbursement of out of pocket expenses) be and is hereby ratified and
August 09, 2024 till the date of the 47th AGM of the Company to be held in confirmed;
the year 2025, in terms of the explanatory statement to this resolution, on RESOLVED FURTHER THAT any Director or Key Managerial Personnel of
such terms and conditions as may be agreed between the related parties, the Company be and are hereby severally authorised for and on behalf of
subject to such related party transaction(s) / contract(s)/ arrangement(s) the Company to do all such acts, deeds, matters and things and take all
being carried out at an arm’s length and in the ordinary course of business such steps as may be necessary, proper or expedient to give effect to this
by the related parties of the Company; resolution.”
RESOLVED FURTHER THAT the Board and/or the Board of Directors
(including any duly constituted committee thereof ) of the Company By Order of the Board of Directors
/ respective subsidiaries, be and are hereby authorised to do all such
acts, deeds, matters and things including but not limited to authorising
signatories, deciding on the timing, manner and extent of carrying out the Sd/-
aforesaid activities and to negotiate, finalise and execute agreement(s), Mayank Verma
arrangement(s), contract(s) and such other document(s), by whatever name Place: Bengaluru Company Secretary
called, to make any material modifications to the terms of such related party Date: May 16, 2024 Membership No: ACS 18776
transactions and to do all such acts, matters and things as may be necessary
Biocon Limited
and to settle any questions or difficulties that may arise in this regard and
Regd. Office: 20th KM, Hosur Road,
incidental thereto, without being required to seek any further consent
Electronic City, Bengaluru – 560 100
or approval of the Members and to delegate all or any of the powers or
CIN: L24234KA1978PLC003417
authorities herein conferred to any Director(s) or other officer(s) of the
Email: co.secretary@biocon.com
Company or the concerned subsidiary (as the Board of Directors or a duly
Website: www.biocon.com
constituted committee thereof of such subsidiary may determine), or to
Phone: 080 – 2808 2808
engage any advisor, consultant, agent or intermediary, as may be deemed
Fax: 080 - 2852 3423
necessary;
NOTES: 8. Members attending the AGM through VC / OAVM shall be counted for
1. The Ministry of Corporate Affairs (‘MCA’), Government of India, the purpose of reckoning the quorum under Section 103 of the Act.
vide General Circular nos. 14/2020 dated April 8, 2020 and Circular 9. The explanatory statement pursuant to Section 102(1) of the Act and
No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May other applicable provisions, which sets out details relating to Special
05, 2020 and subsequent circulars issued in this regard, the latest Businesses to be transacted at the meeting, which are considered to
being General Circular no. 09/2023 dated September 25, 2023, (“MCA be unavoidable by the Board of Directors of the Company, is annexed
Circulars”), permitted conduct of Annual General Meeting (‘AGM’) hereto.
through video conferencing (VC) or other audio visual means (OAVM)
and dispensed personal presence of the Members at the AGM and 10. In case of Joint Holders attending the AGM, only such Joint Holder
prescribed the specified procedures to be followed for conducting who is named first in the order of names in the Register of Members
the AGM through VC/OAVM. Accordingly, in accordance with the MCA will be entitled to vote.
Circulars, applicable provisions of the Companies Act, 2013 (“the Act”) 11. Only bona fide members of the Company whose names appear on the
and the Securities and Exchange Board of India (Listing Obligations and Register of Members, will be permitted to attend the meeting through
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), VC/OAVM. The Company reserves its right to take all necessary steps
the 46th AGM of the Members of the Company will be held through as may be deemed necessary to restrict non-members from attending
VC/OAVM. Hence, Members can attend and participate in the AGM the meeting.
through VC/OAVM only. The deemed venue for the meeting shall be
Biocon Campus, Biocon Limited, 20th KM, Hosur Road, Electronic City, 12. Members holding shares in Electronic (Demat) form are advised to
Bengaluru-560 100. inform the particulars of their bank account, change of postal address,
mobile number and email IDs etc. to their respective Depository
2. The detailed procedure for participating in the meeting through VC/ Participants only. The Company or its RTA cannot act on any request
OAVM is annexed herewith (Refer serial no. 37) and the same will also received directly from the Members holding shares in demat mode for
be available at the website of the Company at www.biocon.com. changes in any bank mandates or other particulars.
3. The Company has appointed M/s. KFin Technologies Limited, 13. Members holding shares in physical form are advised to inform the
Registrars and Transfer Agents (‘RTA’) of the Company, to provide VC/ particulars of their bank account, change of postal address, mobile
OVAM facility for the 46th AGM of the Company. number and email IDs etc. to our RTA i.e. KFin Technologies Limited
4. The helpline number regarding any query/assistance for participation (Unit: Biocon Limited), Plot 31-32, Selenium, Tower B, Gachibowli,
in the AGM through VC/OAVM is 1800 309 4001 (toll free). Financial District, Nanakramguda, Hyderabad – 500 032 or the
Secretarial Department of the Company. Relevant forms for making
5. Proxies: Since the 46th AGM of the Company is being held pursuant relevant requests are available at the Company’s website at www.
to the MCA and SEBI Circulars through VC/OAVM, where physical biocon.com.
attendance of Members has been dispensed with, accordingly, the
facility for appointment of proxies by the Members under Section 105 14. The Securities and Exchange Board of India (SEBI) has mandated
of the Act will not be available for this AGM. Hence, the Proxy Form and furnishing of PAN, Nomination details and KYC details (i.e., Contact
Attendance Slip are not annexed to this Notice. details, bank account details, Specimen signature etc.) by holders
of physical securities in prescribed forms. Any service requests or
6. Institutional/Corporate Members are encouraged to attend and vote complaints received from the Member, will not be processed by RTA
at the meeting through VC/OVAM. We also request them to send a till the aforesaid details/ documents are provided to RTA. Accordingly,
duly certified copy of the Board Resolution/Authority Letter etc., Members are requested to send requests in the prescribed forms to
authorizing their representative to attend the AGM through VC / OAVM the RTA of the Company for availing of various investor services as per
and vote through remote e-voting on their behalf, to the Scrutinizer the SEBI Master Circular dated May 17, 2023. Relevant details and forms
at email compliance@sreedharancs.com with a copy marked to prescribed by SEBI in this regard are made available under investors
evoting@kfintech.com and co.secretary@biocon.com pursuant to section on the website of the Company at www.biocon.com. Further,
Section 113 of the Companies Act, 2013. the complete contact details of the RTA, KFin Technologies Limited is
7. The facility for joining AGM through VC/OVAM will be available also available on the website of the Company.
for up to 1,000 Members and Members may join on first come first 15. In compliance with SEBI Master Circular dated May 17, 2023, the
serve basis. However, the above restriction shall not be applicable to Company has disseminated the requirements to be complied with
Members holding 2% or more shareholding, Promoters, Institutional by holders of physical securities on its website www.biocon.com. The
Investors, Directors, Key Managerial Personnel(s), the Chairpersons Company has also directly intimated its securityholders about folios
of the Audit Committee, Nomination and Remuneration Committee which are incomplete with regard to details required under para 19.1
and Stakeholders Relationship Committee, Auditors, Scrutinizers etc. of the master circular. The RTA of the Company has also submitted a
Members can login and join 15 (fifteen) minutes prior to the schedule report to SEBI on the steps taken towards sensitizing its security
time of the meeting and window for joining shall be kept open till the holders regarding mandatory furnishing of PAN, KYC and nomination
expiry of 15 (fifteen) minutes after the schedule time. details as detailed in para 19.1 of the master circular.
16. Members holding shares in Electronic (demat) form or in physical Thursday, August 08, 2024 at 5:00 P.M. (IST) (both days inclusive). A
mode are requested to quote their DP ID & Client ID or Folio details, person who is not a Member as on the cut-off date should treat this
respectively, in all correspondences, including dividend matters to Notice for information purposes only. The remote e-voting module
the RTA i.e. KFin Technologies Limited (Unit: Biocon Limited), Plot 31- shall be disabled for voting thereafter. Once the vote on a resolution
32, Selenium, Tower B, Gachibowli, Financial District, Nanakramguda, is cast by the Member, the Member shall not be allowed to change it
Hyderabad – 500 032 or the Secretarial Department of the Company. subsequently.
17. Members who have not registered their email IDs, are requested to 24. The Company has fixed Friday, July 05, 2024 as Record Date for
register their email IDs with their depository participants in respect of determining the names of Members eligible for dividend on equity
shares held in electronic form and in respect of shares held in physical shares for the financial year ended on March 31, 2024, if declared at the
form, are requested to submit their request with their valid e-mail IDs AGM.
to our RTA at evoting@kfintech.com or co.secretary@biocon.com for
25. The dividend on equity shares as recommended by the Board, if
receiving all the communications including annual report, notices,
declared at this AGM, will be paid on or before Friday, August 23, 2024
letters etc., in electronic mode from the Company. For more details,
to those Members whose names appear on the Company’s Register of
please refer Para B of instruction of e-voting section.
Members as on Friday, July 05, 2024.
18. Pursuant to Section 101 and Section 136 of the Act, read with the
26. Inspection by Members: All documents referred to in the
Companies (Management and Administration Rules), 2014, and
accompanying Notice and the Explanatory Statement and the
Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Certificate from Secretarial Auditors of the Company certifying that
Regulation, 2015 (“SEBI Listing Regulations”), the Company shall serve
ESOP Schemes of the Company are being implemented in accordance
Annual Report and other communications through electronic mode
with the Securities and Exchange Board of India (Share Based
to those Members who have registered their e-mail IDs either with the
Employee Benefits and Sweat Equity) Regulations, 2021 are available
Company and / or with the Depository Participants.
electronically for inspection without any fees by the Members from
19. Despatch of Annual Report through electronic mode: In the date of circulation of this Notice upto the date of the AGM. The said
compliance with the MCA Circulars and SEBI Circular dated October documents are also available for inspection at the registered office of
07, 2023, Notice of the AGM along with the Integrated Annual the Company during office hours on all working days from the date of
Report 2023-24, are being sent only through electronic mode to dispatch of the Notice till the date of AGM. The Register of Directors and
those Members whose email ids are available with the Company/ Key Managerial Personnel and their Shareholding maintained under
Depositories/RTA. Section 170 of the Act and the Register of Contracts or Arrangements
in which the Directors are interested maintained under Section 189 of
20. Members may note that the Notice of the AGM and Integrated Annual
the Act will be available for inspection by the Members in electronic
Report 2023-24 will also be available on the Company’s website www.
mode during the AGM. Members who wish to seek inspect, may send
biocon.com and websites of the Stock Exchanges i.e. BSE Limited
their request through an email at co.secretary@biocon.com up to the
and National Stock Exchange of India Limited at www.bseindia.com
date of AGM.
and www.nseindia.com, respectively, and on the website of KFin
Technologies Limited at https://evoting.kfintech.com/. 27. Information required under Regulation 36(3) of SEBI Listing Regulations
and Para 1.2.5 of Secretarial Standard – 2 on General Meetings issued
21. Since the AGM will be held through VC / OAVM, the Route Map is not
by ICSI, in respect of Director(s) seeking appointment / re-appointment
required to be annexed to the Notice.
at the AGM is furnished as annexure to this Notice. The Director(s)
22. Pursuant to Section 108 of the Act, Rule 20 of the Companies have furnished consent/declarations for their appointment/ re-
(Management and Administration) Rules, 2014 as amended and appointment as required under the Act and rules made thereunder as
Regulation 44 of the SEBI Listing Regulations and Secretarial Standards well as SEBI Listing Regulations.
on General Meetings (SS-2) issued by The Institute of Company
28. In line with the measures of “Green Initiatives”, the Act provides for
Secretaries of India (ICSI) and in terms of SEBI Circular No. SEBI/HO/
sending Notice of the AGM and all other correspondences through
CFD/CMD/CIR/P/2020/242 dated December 09, 2020, the Company is
electronic mode. Hence, Members who have not registered their email
pleased to provide the facility of remote e-voting to all the Members
IDs so far with their depository participants are requested to register
as per applicable Regulations relating to e-voting. The complete
their email ID for receiving all the communications including Annual
instructions on e-voting facility provided by the Company are annexed
Report, Notices etc., in electronic mode. The Company is concerned
to this Notice, explaining the process of e-voting. Members who have
about the environment and utilises natural resources in a sustainable
cast their vote by remote-voting prior to the meeting may attend
way.
the meeting but will not be entitled to cast their vote again at the
meeting. 29. IEPF Related Information:
23. The Company has fixed Friday, August 02, 2024 as Cut-off date for Unclaimed Dividend: Members are requested to note that as per
determining the eligibility of Members entitled to vote at the AGM. Section 124(5) of the Act, the dividend which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of its transfer
The remote e-voting shall remain open for a period of 5 (five) days
to the Unpaid Dividend Account, is liable to be transferred by the
commencing from Sunday, August 04, 2024 at 9:00 A.M. (IST) to
Company to the Investor Education Protection Fund (‘IEPF’) established 32. Mandatory PAN Submission: The Securities and Exchange Board of
by the Central Government under Section 125 of the Act. Therefore, India (“SEBI”) has mandated the submission of Permanent Account
the amount of unclaimed dividend up to financial year ended March Number (PAN) by every participant in securities market. Members
31, 2016 has been transferred to the IEPF. Unclaimed dividend for the
holding shares in electronic mode are, therefore, requested to
financial year ended March 31, 2017 is due for transfer to IEPF in the
submit their PAN to their depository participants with whom they
year 2024. Pursuant to IEPF Rules, the Company has uploaded the
details of unpaid and unclaimed amounts lying with the Company as are maintaining their demat accounts. Members holding shares in
on March 31, 2023 on the website of the Company at www.biocon. physical mode can submit their PAN to the Company / to our RTA.
com and also on the website of the Ministry of Corporate Affairs.
Further, the details of unpaid and unclaimed dividends lying with the 33. Dividend related information:
Company as on March 31, 2024 are also uploaded on the website of Pursuant to the Income Tax Act, 1961, as amended by the Finance Act,
the Company. Members may approach the IEPF Authority to claim the 2020, dividend income will be taxable in the hands of shareholders
unclaimed dividend transferred by the Company to IEPF. Members w.e.f. April 1, 2020 and the Company is required to deduct Tax at
may approach the Company Secretary and Compliance Officer of Source (TDS) from dividend paid to shareholders at the prescribed
the Company for claiming the unclaimed dividend which is yet to be rates. For the prescribed rates for various categories, the shareholders
transferred to IEPF by the Company. are requested to refer to the Finance Act, 2020 and amendments
Shares w.r.t. unclaimed dividend: Members are requested to note thereof. The shareholders are requested to update their PAN with the
that as per Section 124(6) of the Act, read with the Investor Education Company/ KFin Technologies Limited (in case of shares held in physical
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) mode) and depositories (in case of shares held in demat mode).
Rules, 2016 (IEPF Rules), as amended, all the shares in respect of which The withholding tax rate would vary depending on the residential
dividend has remained unpaid/unclaimed for 7 (seven) consecutive status of the shareholder and documents submitted by shareholder
years or more are required to be transferred to Demat Account of IEPF with the Company/ KFintech/ Depository Participant. In order to
Authority. Consequently, the Company has transferred eligible equity enable us to determine the appropriate TDS rate as applicable,
shares during the financial year 2023-24 to Demat Account of IEPF Members are requested to submit the documents in accordance with
Authority. Further, shares eligible to be transferred shall be transferred the provisions of the Income Tax Act, 1961.
to IEPF during financial year 2024-25 within timelines. Details of shares
so transferred are uploaded on the website of the Company at www. (a) For resident shareholders, taxes shall be deducted at source
biocon.com. Members are entitled to claim the same from IEPF by under Section 194 of the Income Tax Act, 1961 (‘the Act’) on the
submitting an application in the prescribed online web based Form amount of Dividend declared and paid by the Company as follows:
IEPF-5 available on the website www.iepf.gov.in and sending a physical
copy of the same duly signed, to the Nodal Officer of the Company Shareholders having valid 10%* or as notified by the
along with the requisite documents enumerated in the Form IEPF-5. PAN registered Government of India
Members can file only one consolidated claim in a financial year as Shareholders not having PAN 20% or as notified by the
per the IEPF Rules. No claim shall lie against the Company in respect of / valid PAN registered Government of India
dividend / shares so transferred.
*As per the Finance Act, 2021, Section 206AB has been inserted
30. Dematerialization of Shareholding: As per Regulation 40 of the SEBI effective July 01, 2021, wherein higher rate of tax (twice the specified
Listing Regulations, as amended, securities of listed companies can only rate) would be applicable on payment made to a shareholder who is
be transferred in demat form. Further, transmission or transposition of classified as ‘Specified Person’ as defined under the provisions of the
securities held in physical or dematerialised form shall be effected aforesaid Section.
only in dematerialised form. In view of this and to eliminate all risks *As per section 139AA of the Act, every person who has been allotted
associated with physical shares and for ease of portfolio management, a PAN and who is eligible to obtain Aadhaar, shall be required to link
Members holding shares in physical form are requested to consider the PAN with Aadhaar. In case of failure to comply with this, the PAN
converting their holding to demat form. Members can contact the allotted shall be deemed to be invalid / inoperative and he/she shall
Company or our RTA for assistance in this regard. be liable to all consequences under the Act and tax shall be deducted
at the higher rates as prescribed under the Act.
31. Members may please note that SEBI has mandated the listed
However, no tax shall be deducted on the dividend payable to a
companies to issue securities in dematerialized form only while resident individual if the total dividend to be received by them during
processing service requests viz. Issue of duplicate securities certificate; the financial year 2024-25 does not exceed `5,000/-. TDS will be
claim from unclaimed suspense account; renewal/ exchange of deducted, regardless of dividend amount, if PAN of the shareholder
securities certificate; endorsement; sub-division/splitting of securities is invalid or not registered with the Company/ KFinTech/ Depository
certificate; consolidation of securities certificates/folios; transmission Participant.
and transposition. Accordingly, Members are requested to make Further, in cases where Member provides valid Form 15G (applicable
service requests by submitting a duly filled and signed Form ISR – 4, to an individual who is below 60 years)/ Form 15H (applicable to
the format of which is available on the Company’s website at www. individuals aged 60 years or above) subject to conditions specified
biocon.com and on the website of the Company’s Registrar and in the Act, no TDS shall be deducted. Resident shareholders may also
Transfer Agents, KFin Technologies Limited at https://ris.kfintech. submit any other document as prescribed under the Income Tax
Act, 1961 to claim a lower / Nil withholding tax. PAN is mandatory
com/default.aspx. It may be noted that any service request can be
for Members providing Form 15G / 15H or any other document as
processed only after the folio is KYC Compliant. mentioned above.
(b) For Non-resident shareholders, taxes are required to be Kindly note that the aforementioned documents are required to be
withheld in accordance with the provisions of Section 195 of the submitted at https://ris.kfintech.com/form15/ on or before Sunday,
Income Tax Act, 1961 at the rates in force. As per the relevant provisions July 21, 2024 in order to enable the Company to determine and deduct
of the Income Tax Act, 1961 (‘the Act’) the withholding tax shall be at appropriate TDS/withholding tax rate. No communication on the tax
the rate of 20%** (plus applicable surcharge and cess) on the amount determination/deduction shall be entertained post Sunday, July 21,
of Dividend payable to them. 2024. It may be further noted that in case the tax on said dividend is
deducted at a higher rate in absence of receipt of the aforementioned
However, as per Section 90 of the Act, the non-resident shareholder details/documents from you, there would still be an option available
can avail beneficial rates under tax treaty between India and their with you to file the return of income and claim an appropriate refund,
country of residence, subject to providing the following necessary if eligible.
documents:
The Company will arrange to issue the soft copy of TDS certificate to
• Self-attested copy of Tax Residency Certificate (TRC) obtained its shareholders at their registered e-mail ID in accordance with the
from the tax authorities of the country of which the shareholder provisions of the Income Tax Act 1961 after filing of the quarterly
is resident, valid for Financial Year 2024-25. TDS Returns of the Company, post payment of the said Dividend.
• Electronic Form 10F as per notification no. 03/2022 dated July Shareholders will be able to download Form 26AS from the Income
16, 2022 issued by the Central Board of Direct Tax by Non- Tax Department’s website https://incometaxindiaefiling.gov.in.
resident Shareholders, having Permanent Account Numbers The above tax rates are indicative in nature. For specific rates, Members
(PAN), through the e-filing portal of the Income Tax website at may refer to the separate email communication sent by the Company
https://www.incometax.gov.in/iec/foportal. However, in the informing the Members regarding this change in the Income Tax Act,
recent CBDT Notification, income tax department has enabled 1961 as well as the relevant procedure to be adopted by the Members
an option for non-resident shareholders not having PAN and also to avail the applicable tax rate.
not required to have PAN as per the relevant provisions of the
Act to electronically file form 10F to avail treaty benefit. Therefore, In the event of any income tax demand (including interest, penalty,
such category of taxpayers shall furnish Form 10F in electronic etc.) arising from any misrepresentation, inaccuracy or omission
mode. of information provided by the shareholder, such shareholder will
be responsible to indemnify the Company and also, provide the
• Self-attested copy of the Permanent Account Number (PAN Card) Company with all information / documents and co-operation in any
allotted by the Indian Income Tax authorities. appellate proceedings.
• Self-Declaration of having no Permanent Establishment in
34. Non-Resident Indian Members are requested to inform our RTA /
India, beneficial ownership of shares and dividend income and
eligibility to claim treaty benefits. respective depository participants, immediately of any:
• Any other documents as prescribed under the Income Tax Act, a) Change in their residential status on return to India for permanent
1961 for lower withholding of taxes, if applicable, duly attested settlement.
by the shareholders.
b) Particulars of their bank account maintained in India with
In case of Foreign Institutional Investors (FII) / Foreign Portfolio complete name, branch, account type, account number and
Investors (FPI), tax will be deducted under Section 196D of the Income
address of the bank with pin code number, if not furnished
Tax, 1961, at the rate of 20%** (plus applicable surcharge and cess)
earlier.
or the rate provided in relevant DTAA, read with MLI, whichever is
more beneficial, subject to the submission of the above documents, 35. Members holding shares in demat form are hereby informed that bank
if applicable.
particulars registered with their respective Depository Participants,
**As per the Finance Act, 2021, Section 206AB has been inserted with whom they maintain their demat accounts, will be used by the
effective July 01, 2021, wherein higher rate of tax (twice the specified Company for the payment of dividend. The Company or its Registrar
rate) would be applicable on payment made to a shareholder who cannot act on any request received directly from the Members
is classified as ‘Specified Person’ as defined under the provisions of
holding shares in demat form for any change of bank particulars. Such
the aforesaid section. However, in case a non-resident shareholder or
a non-resident Foreign Portfolio Investor (FPI) / Foreign Institutional changes are to be intimated only to the Depository Participant(s) of
Investor (FII), higher rate of tax as mentioned in Section 206AB shall not the Members. Members holding shares in demat form are requested
apply if such non-resident does not have a permanent establishment to intimate any change in their address and/or bank mandate
in India. immediately to their Depository Participants.
Please note that the Company is not obligated to apply the beneficial 36. Members holding shares in physical form are requested to intimate any
DTAA rates at the time of tax deduction/withholding on dividend change of address and/or bank mandate to KFin Technologies Limited
amounts. Application of beneficial DTAA Rate shall depend upon
(Unit: Biocon Limited), Plot 31-32, Selenium, Tower B, Gachibowli,
the completeness and satisfactory review by the Company, of the
documents submitted by Non- Resident shareholder. Financial District, Nanakramguda, Hyderabad – 500 032 or by sending
a request on e-mail at co.secretary@biocon.com or contact KFintech at
Accordingly, in order to enable us to determine the appropriate TDS/ einward.ris@kfintech.com. Relevant forms (Form No. ISR-1) is available
withholding tax rate applicable, we request you to provide these
on the Company’s website at www.biocon.com, to enable Members to
details and documents as mentioned above before Sunday, July 21,
2024. make such requests.
Members may note that as per Master Circular dated May 17, 2023 Questions and queries
issued by SEBI, read with any other amendments therein, Members
e. Members who may want to express their views or ask questions at
who hold shares in physical form and whose folios are not updated
the AGM may visit https://emeetings.kfintech.com and click on the tab
with any of the KYC details [viz., (i) PAN (ii) Choice of Nomination (iii)
“Post Your Queries Here” to write your queries in the window provided,
Contact Details (iv) Mobile Number (v) Bank Account Details and
by mentioning their name, demat account number/folio number,
(vi) Signature], shall be eligible to get dividend only in electronic
email ID and mobile number. Please note that, members’ questions
mode with effect from April 01, 2024. Accordingly, final dividend,
will be answered, only if the shareholder continues to hold the shares
subject to approval by the Members in the AGM, shall be paid to
as on the cut-off date i.e. August 02, 2024. The window shall remain
physical holders only after the above details are updated in their folios.
active during the remote e-voting period and shall be closed 24 hours
Members may refer to FAQs issued by SEBI in this regard available
before the time fixed for the AGM.
on their website at https://www.sebi.gov. in/sebi_data/faqfiles/jan-
2024/1704433843359.pdf (FAQ Nos. 38 & 39). Communication in this Speaker Registration
regard has been sent to all physical holders whose folios are not KYC
f. Members may register themselves as speakers for the AGM to
updated at the latest available address/email-id. Members are once
express their views or ask questions during the AGM. Accordingly,
again requested to update their KYC details by submitting the Investor
the Members may visit https://emeetings.kfintech.com and click on
Service Request (ISR) Forms, viz. ISR-1, ISR-2, ISR-3/SH-13, as applicable,
‘Speaker Registration’ option available on the screen after login during
duly complete and signed by the registered holder(s) so that the folios
the remote e-voting period. Members shall be provided a ‘queue
can be KYC updated. ISR Forms can be accessed from our website at
number’ before the AGM. The Company reserves the right to restrict
www.biocon.com.
the speakers at the AGM to only those Members who have registered
37. The process and manner of participating in Annual General themselves, depending on the availability of time for the AGM.
Meeting through Video conferencing is explained herein below:
g. Members who have not cast their vote through remote e-voting shall
a. Members may attend the AGM through video conferencing platform be eligible to cast their vote through e-voting system available during
provided by M/s. KFin Technologies Limited (KFintech). Members may the AGM. E-voting during the AGM is integrated with the VC platform.
access the same at https://emeetings.kfintech.com and click on the Members may click on the voting icon (‘vote now’) on the left side of
“video conference” and access members login by using the remote the screen to cast their votes.
e-voting credentials. The link for AGM will be available in members
h. Members who may require any technical assistance or support before
login where the EVENT and the name of the company can be selected.
or during the AGM are requested to contact KFin Technologies Limited
b. Please note that the Members who do not have the User ID and at toll free number 1800-309-4001 or write at evoting@kfintech.com.
Password for e-Voting or have forgotten the User ID and Password
may retrieve the same by following the remote e-Voting instructions By Order of the Board of Directors
mentioned in the notice.
Sd/-
c. Please note that Participants Connecting from Mobile Devices or Mayank Verma
Tablets or through Laptop connecting via Mobile Hotspot may Place: Bengaluru Company Secretary
experience Audio/Video loss due to Fluctuation in their respective Date: May 16, 2024 Membership No: ACS 18776
network. It is therefore recommended to use Stable Wi-Fi or LAN
Biocon Limited
Connection to mitigate any kind of aforesaid glitches and Members Regd. Office: 20th KM, Hosur Road,
are encouraged to join the Meeting through Laptops with Google Electronic City, Bengaluru – 560 100
Chrome for better experience. CIN: L24234KA1978PLC003417
Email: co.secretary@biocon.com
d. Further, Members will be required to allow Camera and use Internet Website: www.biocon.com
with a good speed to avoid any disturbance during the meeting. Phone: 080 – 2808 2808
Fax: 080 - 2852 3423
Explanatory Statement pursuant to Section 102 of the The Company has also received a notice in writing pursuant to Section 160
Companies Act, 2013 of the Act from a Member signifying intention to propose the candidature
of Mr. Atul Dhawan as an Independent Director of the Company.
Item No. 4: To appoint Mr. Atul Dhawan (DIN: 07373372) as an
Independent Director of the Company. Mr. Atul Dhawan shall be paid remuneration by way of commission or
Based on the recommendation of the Nomination and Remuneration otherwise in addition to sitting fees and reimbursement of expenses for
Committee at its meeting held on April 30, 2024, the Board of Directors attending the meetings of the Board of Directors or Committees thereof
of the Company at its meeting held on May 16, 2024 appointed Mr. Atul as approved by the Members of the Company and the Board of Directors,
Dhawan (DIN: 07373372) as an Additional Director (Category: Non-Executive from time to time.
& Independent) of the Company w.e.f. that date i.e. May 16, 2024.
Accordingly, the Board recommends the resolution as set out at Item No. 4
Pursuant to the provisions of Regulation 17(1C) of SEBI (Listing Obligations of this 46th AGM Notice for approval of the Members of the Company as a
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Special Resolution.
the Company is required to obtain approval of shareholders for the
The copy of draft letter of appointment of Mr. Atul Dhawan setting out
appointment of an Independent Director at the next general meeting or
the terms and conditions of his appointment is available electronically for
within a time period of 3 (three) months from the date of appointment,
inspection by the Members. The same is also available for inspection at the
whichever is earlier.
registered office of the Company during office hours on all working days
Accordingly, in compliance with above and pursuant to the provisions of from the date of dispatch of the Notice till the date of AGM.
Section 161(1) of the Companies Act, 2013 (“the Act”), Mr. Atul Dhawan
Pursuant to Regulation 36(3) of SEBI Listing Regulations and Para 1.2.5 of
holds office as an Additional Director till the date of the ensuing 46th Annual
Secretarial Standard – 2 on General Meetings issued by The Institute of
General Meeting (AGM) to be held on August 09, 2024.
Company Secretaries of India (ICSI), requisite particulars of Mr. Atul Dhawan
Further, based on the recommendation of the Nomination and including his profile and specific areas of expertise are given in this AGM
Remuneration Committee, the Board of Directors of the Company at its Notice as “Annexure 1”.
meeting held on May 16, 2024, also recommended the appointment of Mr.
Save and except Mr. Atul Dhawan and his relatives, none of the other
Atul Dhawan as an Independent Director on the Board of the Company, not
Director(s) and Key Managerial Personnel(s) or their relatives, are in any way,
liable to retire by rotation, for a term commencing from the date of Board’s
concerned or interested, financially or otherwise, in this resolution.
approval i.e. May 16, 2024 till the conclusion of 49th AGM to be held in the
year 2027. Item No. 5: To re-appoint Ms. Kiran Mazumdar-Shaw (DIN: 00347229)
as an Executive Director (designated as an “Executive Chairperson”)
Mr. Atul Dhawan is not disqualified from being appointed as a Director in
of the Company.
terms of Section 164 of the Act. The Company has received the consent and
requisite declarations from Mr. Atul Dhawan as per the provisions of the Act The Members of the Company at the 42nd Annual General Meeting (AGM)
and SEBI Listing Regulations including the declaration that he meets the of the Company held on July 24, 2020, had approved re-appointment of
criteria of independence as provided under Section 149(6) of the Act and Ms. Kiran Mazumdar-Shaw as an Executive Director and designated as an
Regulation 16 of the SEBI Listing Regulations. Further, in terms of Regulation Executive Chairperson of the Company, liable to retire by rotation, for a
25(8) of SEBI Listing Regulations, Mr. Atul Dhawan has also confirmed that period of 5 (five) years effective from April 1, 2020. Accordingly, the present
he is not aware of any circumstance or situation which exists or may be term of Ms. Kiran Mazumdar-Shaw as an Executive Director and designated
reasonably anticipated that could impair or impact his ability to discharge as an Executive Chairperson shall be completed on March 31, 2025.
his duties. Further, Mr. Atul Dhawan is not debarred from holding the office
of Director pursuant to any Order issued by the Securities and Exchange Pursuant to Section 196 of the Companies Act, 2013 (“the Act”), no re-
Board of India (SEBI) or any other authority. Further, Mr. Atul Dhawan is also appointment of Managing Director, Whole-time Director or Manager shall
registered with the Independent Director’s databank maintained by the be made earlier than 1 (one) year before the expiry of his / her term.
Indian Institute of Corporate Affairs (IICA), for lifetime. During her term, Ms. Kiran Mazumdar-Shaw has rendered valuable services
In the opinion of the Board, Mr. Atul Dhawan fulfils the conditions for his as Chairperson of the Company. Under her rich experience, competence
appointment as an Independent Director, as specified in the Act and SEBI and dynamic leadership, the Company has emerged as one of the leading
Listing Regulations and is independent of the management. Pharmaceutical Company globally. Hence, considering the dedicated &
meritorious services and contributions rendered by Ms. Kiran Mazumdar-
Mr. Atul Dhawan possesses the required skills, knowledge, and experience as Shaw and to align her role with the vision of the Company, based on the
identified by the Board in the fields of Finance & Risk Management, General recommendation of Nomination and Remuneration Committee at its
Management, Corporate Governance and Compliance and his induction on meeting held on May 15, 2024 and subject to approval of the Members,
Biocon Board will immensely benefit the Company. the Board of Directors at its meeting held on May 16, 2024, re-appointed
Ms. Kiran Mazumdar-Shaw as an Executive Director (designated as an
Further, Mr. Atul Dhawan possesses the integrity, expertise, experience for
“Executive Chairperson”) of the Company for a period of 5 (five) years with
appointment as an Independent Director and is a person of high integrity
effect from April 1, 2025, liable to retire by rotation, on the following broad
and repute.
terms and conditions of re-appointment and remuneration payable to Ms.
Considering his expertise and knowledge, the Board considers that the Kiran Mazumdar-Shaw as an Executive Director (designated as an “Executive
appointment of Mr. Atul Dhawan as an Independent Director of the Chairperson”):
Company will be in the interest of the Company, and hence, it recommends
a. Designation: Executive Director designated as Executive Chairperson.
appointment of Mr. Atul Dhawan as an Independent Director of the
Company, not liable to retire by rotation, for a term commencing from the b. Tenure as Executive Director: for a period of 5 years commencing
date of Board’s approval i.e. May 16, 2024 till the conclusion of 49th AGM to from April 01, 2025 to March 31, 2030.
be held in the year 2027.
Pursuant to Regulation 36(3) of SEBI Listing Regulations and Para 1.2.5 iv. Contribution to Provident Fund, Superannuation Fund and Gratuity
of Secretarial Standard – 2 on General Meetings issued by The Institute Fund in accordance with the Act(s) / Scheme(s), as applicable to all the
of Company Secretaries of India (ICSI), requisite particulars of Ms. Kiran employees of the Company, from time to time;
Mazumdar-Shaw including her profile and specific areas of expertise are
given in this AGM Notice as “Annexure 1”. v. The aggregate remuneration payable under above paras shall
not exceed `8.23 crores, other than variation in reimbursement of
Ms. Kiran Mazumdar-Shaw may be deemed to be concerned or interested expenses and perquisites;
in the proposed resolution in so far as it relates to her own appointment
and remuneration. Further, Prof. Ravi Mazumdar (brother) and Mr. Eric vi. Perquisite value of stock options exercised, as per Income Tax Act.
Mazumdar (nephew), being relatives of Ms. Kiran Mazumdar-Shaw may also Increments shall be as determined by the Nomination and Remuneration
be deemed to be concerned or interested in the proposed resolution. None Committee and approved by the Board of Directors of the Company which
of the other Director(s) and Key Managerial Personnel(s) or their relatives, is based on performance towards achieving goals and delivering on key
are in any way, concerned or interested, financially or otherwise, in this initiatives measured through growth in Revenue, Profits and Shareholder
resolution. Value Creation, amongst other aspects.
Item No. 6: To re-appoint Mr. Siddharth Mittal (DIN: 03230757) as the d. Long term incentives: Grant of stock options/RSUs as per the stock
Managing Director of the Company. options plan of the Company and as may be decided by the Board,
The Board of Directors in its meeting held on October 23, 2019, based on based on the recommendation of Nomination and Remuneration
the recommendation of Nomination and Remuneration Committee and Committee.
subject to shareholders’ approval, appointed Mr. Siddharth Mittal as an In the event of misconduct or ethical/ compliance violations, all
additional director and designated him as Chief Executive Officer (CEO) and outstanding stock options, whether vested or not, shall stand
Joint Managing Director of the Company for a period of 5 (five) years with terminated with immediate effect unless otherwise determined by the
effect from December 1, 2019 and subsequently the Board of Directors at Nomination and Remuneration Committee, whose determination will
its meeting held on January 23, 2020, based on the recommendation of be final and binding.
Nomination and Remuneration Committee, elevated Mr. Siddharth Mittal to
the position of the Managing Director with effect from April 1, 2020. e. Expenses: The Company to reimburse, on a monthly basis, all
reasonable travelling, entertainment and other similar out of pocket
The Members of the Company at the 42nd Annual General Meeting (AGM) expenses necessarily and reasonably incurred by Mr. Siddharth Mittal
of the Company held on July 24, 2020, had approved appointment of Mr. in performance of his duties and responsibilities.
Siddharth Mittal as the Chief Executive Officer (CEO) and Managing Director
of the Company for a period effective from April 1, 2020 till the end of his f. Perquisites/allowances:
current tenure of appointment i.e. November 30, 2024, not liable to retire i. Reimbursement of Mobile and Telephone charges based on actuals;
by rotation. Accordingly, the present term of Mr. Siddharth Mittal as a
Managing Director shall be completed on November 30, 2024. ii. Leave/Holiday Travel allowance and medical reimbursement/
allowance as per Company policy;
Pursuant to Section 196 of the Companies Act, 2013 (“the Act”), no re-
appointment of Managing Director, Whole-time Director or Manager shall iii. Use of Company Car with Chauffeur;
be made earlier than 1 (one) year before the expiry of his/her term.
iv. Club membership up to a maximum of 2 Clubs;
Considering the rich experience, competency and leadership of Mr.
v. Global Coverage under group Medical Insurance, Group Life Insurance
Siddharth Mittal, based on the recommendation of Nomination and
and Personal Accident Insurance as per Company schemes, as
Remuneration Committee at its meeting held on May 15, 2024 and subject
applicable to all the employees / senior management of the Company,
to approval of the Members, the Board of Directors at its meeting held on
from time to time;
May 16, 2024, re-appointed Mr. Siddharth Mittal as the Managing Director
of the Company for a period of 5 (five) years with effect from December vi. Any other allowances and perquisites as per the policies applicable to
01, 2024, not liable to retire by rotation, on the following broad terms and the Senior Management of the Company.
conditions of re-appointment and remuneration payable to Mr. Siddharth
Mittal as the Managing Director of the Company: g. Other Terms:
a Designation: Managing Director and Chief Executive Officer. i. Mr. Siddharth Mittal shall act as the Managing Director of the Company
and may devote such time in the performance of his duties as the
b. Tenure as Managing Director: for a period of 5 years effective from Managing Director of the Company as it is considered necessary and
December 01, 2024 to November 30, 2029. expedient.
c. Remuneration: The Managing Director will carry out such duties and exercise such
powers as are additionally entrusted to him by the Board of Directors
i. Monthly salary `41.10 lakhs including all allowances and perquisites as
and / or by the Chairperson. He is further authorized to do all such acts,
per the salary structure of the Company amounting to `4.93 crores on
deeds, things and matters as he may be required or permitted to do as
an annual basis;
the Managing Director. Further, subject to the supervision of the Board
ii. Performance Bonus (including long term bonus): As per Company’s of Directors and subject to the provisions of the Act, Mr. Siddharth
Bonus scheme(s), as applicable to all the employees of the Company, Mittal shall have the power of general conduct and management of
from time to time; the affairs of the Company, except such powers/ acts/ things which
can be exercised or done by the Company in General Meeting or by
iii. Variable pay-out: Payable at such intervals, as recommended by the Board of Directors at its meeting.
Nomination & Remuneration Committee and approved by the Board;
As per Section 197 and other applicable provisions of the Act, the Mr. Siddharth Mittal satisfies all the other conditions set out in Part-I of
remuneration payable to any one managing director or whole-time director Schedule V to the Act and also conditions set out under sub-section (3) of
or manager shall not exceed 5% of the net profits of the Company and if Section 196 of the Act for being eligible for his re-appointment. He is not
there is more than one such director remuneration shall not exceed 10% of disqualified from being appointed as Director in terms of Section 164 of the
the net profits to all such directors and manager taken together. Act. Further, Mr. Siddharth Mittal is not debarred from holding the office of
Director pursuant to any Order issued by SEBI or any other authority.
During FY 2020-21, the Board implemented a Long-Term Incentive Plan FY
2020-24 (‘the Plan’) to reward the senior leadership and eligible employees This explanatory statement and the resolution at Item No. 6 which outlines
of the Company and its subsidiaries. The Plan is targeted towards enhancing the terms and conditions may also be read and treated as disclosure in
employee engagement, and to reward the employees for their association compliance with the requirement of Section 190 of the Companies Act,
and performance as well as to motivate them to contribute to the growth 2013.
and profitability of the Company and to create a sense of ownership
amongst them. The Plan was approved by the Members at its AGM held The Board recommends the resolution set out at Item No. 6 of this 46th
on July 24, 2020. AGM Notice relating to the re-appointment of Mr. Siddharth Mittal as the
Managing Director of the Company, not liable to retire by rotation, for
Mr. Siddharth Mittal was granted Restricted Stock Units (‘RSUs’) under the approval of the Members of the Company as a Special Resolution.
said Plan during the financial year 2020-21. 25% of the said RSUs are yet to
be vested in the financial year 2024-25 which are performance linked. Pursuant to Regulation 36(3) of SEBI Listing Regulations and Para 1.2.5 of
Secretarial Standard – 2 on General Meetings issued by The Institute of
Consequent to Mr. Siddharth Mittal exercising RSUs as and when they Company Secretaries of India (ICSI), requisite particulars of Mr. Siddharth
vest, his remuneration for the financial year 2024-25 and thereafter may Mittal including his profile and specific areas of expertise are given in this
exceed the prescribed limit of 5% as specified under Section 197 of the AGM Notice as “Annexure 1”.
Companies Act, 2013. In accordance with the applicable provisions of the
Companies Act, 2013, based on the recommendation of the Nomination Save and except Mr. Siddharth Mittal and his relatives, none of the other
and Remuneration Committee and the Board of Directors of the Company, Director(s) and Key Managerial Personnel(s) or their relatives, are in any way,
approval of Members is also being sought, by way of special resolution, for concerned or interested, financially or otherwise, in this resolution.
payment of Mr. Siddharth Mittal, Managing Director, remuneration in excess Item Nos. 7, 8 and 9: To approve Biocon Restricted Stock Unit Long
of prescribed limit of 5% of net profit of the Company. Term Incentive Plan FY 2025-29 and grant of Restricted Stock Units to
However, the total managerial remuneration payable to the executive eligible employees of the Company and its subsidiaries and approve
director(s) of the Company taken together in any financial year shall not secondary market acquisition by Trust.
exceed the limit of 10% of net profit and overall managerial remuneration The Company has in place the “Biocon Restricted Stock Unit Long Term
payable to all Directors shall not exceed the limit of 11% of net profit of the Incentive Plan FY 2020-24” which was approved by the Board of Directors
Company as prescribed under Section 197 of the Act read with rules made of the Company on May 14, 2020. The Plan was effective from the date
thereunder or other applicable provisions or any statutory modifications of shareholders’ approval i.e. July 24, 2020 and was last amended by the
thereof, unless specifically approved by the Members of the Company Members at the Annual General Meeting (AGM) held on July 28, 2022.
under Section 197 read with Schedule V to the Act.
The Plan is linked to the business and company’s performance and to
Further, the Members of the Company vide Postal Ballot Notice dated reward the senior leadership and eligible employees of the Company and
December 19, 2022 approved payment of remuneration to Directors in case its subsidiaries for their association and performance and to create a sense
of absence / inadequate profits in any of the 3 (three) years commencing of ownership amongst them. The Plan was designed to drive performance
from Financial Year 2022-23. The shareholders further approved that the towards achieving the Board Approved Strategy Objectives for the period
Board may, pursuant to the authority given by the shareholders alter and FY 2020-24.
vary the terms and conditions of appointment of Mr. Siddharth Mittal,
including remuneration and increments payable to him from time to In order to continue to meet the above objective, based on the
time, commensurate with the remuneration packages paid to similar level recommendation of Nomination and Remuneration Committee, the
counterpart(s) in other companies. However, such annual increment shall Board at its meeting held on May 16, 2024 agreed to introduce “Biocon
not exceed 30% of the last drawn remuneration. Restricted Stock Unit Long Term Incentive Plan FY 2025-29” (hereinafter
referred to as “the Plan”). The Long-Term Incentive (LTI) Plan is designed
Accordingly, in the event of loss or inadequacy of profits in the financial to drive performance towards achieving common goals and delivering
year 2024-25, the payment of remuneration to Mr. Siddharth Mittal shall be on key initiatives measured through Revenue, Profits, Cashflow & ROC and
governed under Section 197 of the Companies Act 2013 (“the Act”) read Shareholder Value Creation. The LTI Plan is designed for critical roles pivotal
with Part II of Schedule V to the Act as approved by the Members of the for driving the performance. The LTI Plan would be linked to Board approved
Company as above. 5 years Strategy Plan from FY 2025-29.
The Company has received a notice in writing pursuant to Section 160 of In terms of the provisions of Securities and Exchange Board of India (Share
the Companies Act, 2013, from a Member signifying intention to propose Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
the candidature of Mr. Siddharth Mittal as the Managing Director of the SBEB & SE Regulations”) and Section 62 and other applicable provisions
Company, to be re-appointed under the provisions of Section 196 of the of the Companies Act, 2013 (“the Act”), issue of shares to employees
Companies Act, 2013. under a scheme of employees stock option/RSUs, requires an approval of
The Company has received requisite consent and declarations from Mr. the Members by way of a special resolution and accordingly, the special
Siddharth Mittal for his re-appointment as required under the Act and rules resolution at Item No. 7 seeks your approval for the issue of further equity
made thereunder. shares, under the plan, to the employees of the Company, as may be
determined by the Board of the Company.
The Plan shall be implemented through trust route wherein the Company but does not include:
may issue shares to the trust by way of fresh allotment over a period of time
or the trust may acquire the equity shares of the Company through market (a) An employee who is a promoter or a person belonging to the
acquisition, in one or more tranches, or utilize surplus shares lying with the promoter group; or
trust from other Stock Option Plan(s) of the Company, over period of a time (b) A director who either himself or through his relative or through
for the purpose of implementation of the Plan. The Plan will be administered anybody corporate, directly or indirectly, holds more than 10%
by the Nomination and Remuneration Committee (hereinafter referred to as (ten per cent) of the outstanding equity shares of the company.
“the Committee”) of the Company. The Committee shall delegate its power
to the trust to the extent it deems fit for proper administration of the Plan. The existing eligible employees and any other eligible employee who
is identified during the period of 5 years of progression of the plan (i.e.
Further, as per Regulation 6(3)(a) of SEBI SBEB & SE Regulations, approval new joiners or existing employees) may also participate in the Plan
of the shareholders by way of separate special resolution is also required based on their role in achieving the Strategic objectives for the period
for secondary acquisition for implementation of schemes, hence the special FY 2025-29.
resolution at Item No. 8 seeks your approval for the said purpose.
4. Requirement of Vesting and period of Vesting.
Further, as per Regulation 6(3)(c) of SEBI SBEB & SE Regulations, approval
of the shareholders by way of separate special resolution is also required The RSUs granted under Plan shall vest based upon the performance
for grant of Restricted Stock Units (RSU’s) to the employees of subsidiary of the Employee. The vesting period of RSU granted shall not be less
company(ies), hence the special resolution at Item No. 9 seeks your approval than a period of 1 (one) year from the grant date (which may be
for the said purpose. September 1, 2024 or a later date), and the period of vesting may
extend to a maximum of 5 years, from the date of the grant, as may be
The main features and other details of the Plan as per Regulation 6(2) of SEBI decided by the Committee and as stated in the Grant Letter.
SBEB & SE Regulations are as under:
The actual number of RSUs to be vested each year for each Grantee
1. Brief description of the Plan. shall be based on his individual performance conditions, the key
The Plan shall be called as “Biocon Restricted Stock Unit Long Term parameters of which shall be measured through growth in Revenue,
Incentive Plan FY 2025-29” (hereinafter referred to as “the Plan”) and Profits, Cashflow & ROC, Shareholder Value Creation and such other
shall extend its benefits to the present and/or future employees of the conditions as may be determined by the Managing Director and Chief
Company, whether working in India or outside India, and its present Executive Officer of the Company in accordance with the terms set by
and future Subsidiary Company (ies), in accordance with the applicable the Committee.
laws. The Plan has been formulated keeping in mind delivery against The vesting of RSUs granted may vary depending on exceptional
key business initiatives measured through Revenue, Profits, Cashflow circumstances like death, disability, retirement/ superannuation,
& ROC and shareholder value creation. The Plan would cover key termination of employment on account of various factors, of the
employees who, by virtue of the roles they play, would be influencing grantee, amongst others, as may be specified in the RSU Plan. The
the accomplishment of the Strategic objectives for the period FY vested RSUs not so exercised within the period specified in the RSU
2025-29. Plan shall lapse, unless otherwise determined by the Committee and
2. Total number of RSUs to be granted under the Plan. in compliance with applicable laws.
The maximum number of RSUs that may be issued/ granted pursuant The Committee shall have the power to modify or accelerate the
to this Plan to the Identified employees of the Company and its vesting schedule on a case-to-case basis, subject to the minimum
subsidiaries shall not exceed 65,39,000 (Sixty-Five Lacs and Thirty-Nine period of 1 (one) year between the Grant and the first vesting.
Thousand), which shall upon exercise be convertible into 65,39,000 5. Maximum period within which the RSUs shall be vested.
(Sixty-Five Lacs and Thirty-Nine Thousand) equity shares, equivalent to
0.54% of the paid-up equity share capital of the Company as on March The vesting period of RSU granted shall not be less than a period of 1
31, 2024, which may be adjusted for any corporate action(s) in terms (one) year from the grant date (which may be September 1, 2024 or a
of the RSU Plan. later date), and the period of vesting may extend to a maximum of 5
years, from the date of the grant, as may be decided by the Committee
3. Identification of classes of employees entitled to participate and and stated in the Grant Letter. The actual vesting schedule of the
be beneficiaries in Plan. grantee will be clearly defined in their grant letter. Vesting of RSUs
The Committee shall decide on the class of employees, who are would be subject to continued employment with the Company, on
eligible to participate under the Plan which includes: the date of vesting and grantee’s individual performance, as the case
may be.
(i) an employee as designated by the Company, who is exclusively
working in India or outside India; or 6. Exercise Price or Pricing Formula.
(ii) a director of the company, whether a whole-time director or Under this Plan, the exercise price of the shares will be the face value
not, including a non-executive director who is not a promoter or of the shares as on the date of exercise.
member of the promoter group, but excluding an independent 7. Exercise period and process of Exercise.
director; or
The exercise period for the vested RSUs will be 3 (three) years from the
(iii) an employee as defined in sub-clauses (i) or (ii), of a group date of last vesting. The grantees can exercise the vested RSU’s in full or
company including subsidiary or its associate company, in India in part at different interval of time during the exercise period. Further,
or outside India, or of a holding company of the company. the employees shall exercise the vested RSUs within the period as
specified in the RSU Plan upon occurrence of various events i.e in 10. The Maximum quantum of benefits to be provided per Employee
the event of a proposed termination of employment under various under the Plan.
circumstances / resignation of employee, amongst others.
The Committee may set a criteria or range within which the quantum
The vested RSU’s can be exercised through cash route and/ or cashless of RSUs to be granted to each grantee can be determined. The
route. The mode and manner of the exercise of the RSU’s shall be maximum benefit that will be received by every eligible Employee
communicated to the grantees individually. On exercise of the RSU’s under the Plan will be the difference between the Market value of
through Cash Route, the grantee shall forthwith pay to the Company Company’s Share on the Stock Exchange as on the date of exercise of
the exercise price along with applicable taxes. Under Cashless Route RSU’s and the Exercise Price paid by the employee.
the Trust will sell the requisite number of shares, arising out of the RSUs
exercised in accordance with the terms and conditions of the plan, 11. Implementation and administration of the Plan.
sufficient to fund the Exercise Price, the Tax Amount and other related The Plan shall be implemented by trust route wherein the Company
expenses in accordance with the exercise application made by the may issue shares to the trust by way of fresh allotment over a period
grantee and transfer the balance shares to the grantee. The perquisite of time. The trust may also acquire the equity shares of the Company
tax collected by the Trust will be transferred to the Company. The RSU’s through secondary market acquisition, in one or more tranches. The
shall lapse if not exercised within the specified exercise period. trust may also utilize surplus shares lying with the trust from other
In order to ease the cash outflow at the time of exercising the stock Stock Option Plan(s) of the Company, over a period of time for the
options, the Company may also provide an option to its employees purpose of implementation of the Plan, if required.
to bear the tax on exercise of stock options in compliance with the The Plan will be administered by the Nomination and Remuneration
applicable provisions of the Income Tax Act, 1961. This arrangement Committee of the Company. The Committee shall delegate its power
will be cash neutral to the Company as the tax to be borne would be to the Trust to the extent it deems fit for proper administration of the
part of employee’s total salary entitlement. Plan.
8. Appraisal process for determining the eligibility of the Employees 12. Whether the Plan involves new issue of shares by the company
to Plan. or secondary acquisition by the Trust or both.
The appraisal process for determining the eligibility of the employees
The Plan shall be implemented by trust route wherein the Company
will be in accordance with the Plan and as may be determined by the
may allot fresh equity shares to the trust over a period of time which
Committee at its sole discretion.
will subsequently be transferred to the Grantees as and when the RSUs
The employees would be granted RSU’s under the Plan based on are exercised. The Plan also involves secondary market acquisition
various parameters which may include among others: of shares whereby the trust may acquire the equity shares of the
(a) Performance: Employee’s performance on the basis of the Company through market acquisition, in one or more tranches. The
parameters decided by the management. trust may also utilize surplus shares lying with the trust from other
Stock Option Plan(s) of the Company, over a period of time for the
(b) Contribution: The present and potential contribution of the purpose of implementation of the Plan, if required.
Employee towards achieving common goals and delivering on
key parameters measured through growth in Revenue, Profits, 13. The amount of loan to be provided for implementation of
Cashflow & ROC and Shareholder Value Creation. the Plan by the Company to the trust, its tenure, utilization,
repayment terms, etc.
9. The Maximum number of RSUs to be granted per employee and
in aggregate. The Company may provide loan to the Trust of such amount as may be
required by the Trust from time to time under the Plan. The amount of
The maximum number of RSUs that may be issued/granted pursuant loan to be provided for implementation of the Plan by the Company to
to this Plan shall not exceed 65,39,000 (Sixty-Five Lacs and Thirty-Nine the Trust shall not exceed such limit of the paid-up equity capital and
Thousand), which shall upon exercise be convertible into 65,39,000 free reserves as provided in Companies Act, 2013. The tenure of such
(Sixty-Five Lacs and Thirty-Nine Thousand) equity shares, equivalent to loan shall be the point where the objects of the Trust are accomplished
0.54% of the paid-up equity share capital of the Company as on March or the repayment of loan is made, whichever is earlier. The utilization
31, 2024, which may be adjusted for any corporate action(s) in terms of such loan shall be for the objects of the Trust as mentioned in the
of the RSU Plan. Trust Deed including the implementation of the Plan. The Trust shall
The Committee may set a criteria or range within which the quantum repay the loan (which is funded by the Company) to the Company by
of RSUs to be granted to each grantee can be determined. The RSUs utilizing the proceeds realized from exercise of RSUs by the Employees.
granted to the eligible employees shall not be transferable to any However, the Company at present is not extending any financial
other person. assistances for the purpose of acquisition of shares by the said Trust
The maximum number of RSU’s that can be granted to any eligible and the Trust may use its own funds.
single employee during any one-year shall neither be equal to nor shall 14. The Maximum percentage of secondary acquisition (subject to
exceed 1% of the issued capital of the Company at the time of grant limits specified under the regulations) that can be made by the
of RSU’s unless otherwise approved by the shareholders. The Plan is trust for the purposes of the Plan.
designed for critical roles pivotal for driving the performance and
would be linked to Board approved 5 years Strategy Plan from FY 2025- Subject to limits specified under the SEBI SBEB & SE Regulations, the
29. It is intended to reward the senior leadership and other eligible secondary acquisition in a financial year by the trust shall not exceed
employees of the Company and its subsidiaries for their association 65,39,000 (Sixty-Five Lacs and Thirty-Nine Thousand) equity shares viz.
and performance and to create a sense of ownership amongst them. 0.54% of the paid up equity capital of the Company as on March 31,
2024, for the purposes of the Plan.
The total number of shares under secondary acquisition held by the office of the Company during office hours on all working days from
trust shall at no point of time exceed the limits as prescribed under the date of dispatch of the Notice till the date of AGM.
the SEBI SBEB & SE Regulations as a percentage of the paid up equity
capital of the Company as at the end of the financial year immediately None of the director(s) and Key Managerial Personnel(s) or their
prior to the year in which the shareholders’ approval is obtained for relatives, are in any way, concerned or interested, financially or
such secondary acquisition. otherwise, in this resolution except to the extent of equity shares held
by them in the Company or the RSU’s to be granted under the Plan.
15. Disclosure and accounting policies.
Item Nos. 10 to 20: To approve material related party transactions
The Company shall comply with the disclosure requirements and the between various subsidiaries of the Company.
accounting policies prescribed under Regulation 15 of the Securities
and Exchange Board of India (Share Based Employee Benefits and Context and Statutory provisions for Item Nos. 10 to 20:
Sweat Equity) Regulations, 2021 or as may be prescribed by regulatory Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements)
authorities from time to time. Regulations, 2015, as amended (“SEBI Listing Regulations”) provides that all
Further, the Company shall also comply with the accounting policies material related party transactions and subsequent material modifications
prescribed in the requirements of guidance note on accounting for as defined by the Audit Committee under sub-regulation (2) of Regulation
employee share based payments (‘Guidance Note’) or Accounting 23 shall require prior approval of the shareholders through resolution and
Standards as may be prescribed by The Institute of Chartered no related party shall vote to approve such resolutions whether the entity
Accountants of India (‘ICAI’) from time to time, including the disclosure is a related party to the particular transaction or not. A transaction with a
requirements prescribed therein. In case, the existing Guidance Note related party shall be considered material, if the transaction(s) to be entered
or Accounting Standards do not prescribe accounting treatment or into individually or taken together with previous transactions during a
disclosure requirements, any other Accounting Standard that may be financial year, exceeds ` 1,000 crores or 10% of the annual consolidated
issued by ICAI or any other competent authority shall be adhered to in turnover of the listed entity as per the last audited financial statements of
due compliance with the requirements of SEBI Regulations. the listed entity, whichever is lower.
16. The method which the Company shall use to value its RSUs. Regulation 2(1)(zc) of SEBI Listing Regulations defines “related party
transaction” to mean a transaction involving a transfer of resources, services
The Company shall adopt fair value for the valuation of the RSUs or obligations between (i) a listed entity or any of its subsidiaries on one
granted as prescribed under Guidance Note or under any relevant hand and a related party of the listed entity or any of its subsidiaries on the
Accounting Standard notified by appropriate authorities from time to other hand or (ii) a listed entity or any of its subsidiaries on one hand, and
time. any other person or entity on the other hand, the purpose and effect of
which is to benefit a related party of the listed entity or any of its subsidiaries,
17. Statement with regard to Disclosure in Director’s Report. with effect from April 1, 2023, regardless of whether a price is charged and
As the Company is adopting fair value method, presently there is no a “transaction” with a related party shall be construed to include a single
requirement for disclosure in director’s report. However, if in future, transaction or a group of transactions in a contract.
the Company opts for expensing of share based employee benefits As per SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April
using the intrinsic value, then the difference between the employee 8, 2022, the shareholders’ approval of omnibus RPTs approved in an AGM
compensation cost so computed and the employee compensation shall be valid upto the date of the next AGM for a period not exceeding 15
cost that shall have been recognized if it had used the fair value, shall (fifteen) months.
be disclosed in the Directors’ report and the impact of this difference
on profits and on earnings per share (“EPS”) of the Company shall also The Company through Postal Ballot notice dated March 19, 2024, obtained
be disclosed in the Directors’ report. approval of the Members of the Company for various material related party
transactions between (i) the Company and Biocon Biologics Limited (BBL),
18. Period of Lock-in. an unlisted subsidiary of the Company and (ii) between various subsidiaries
The Shares allotted to the Employees pursuant to exercise of RSUs of the Company. The approval was sought for transactions for Financial Year
will not be subject to any lock-in period and can be freely sold by an 2024-25.
Employee. However, in view of the aforesaid SEBI Circular no. SEBI/HO/CFD/CMD1/
19. Terms & conditions for buyback, if any, of specified securities CIR/P/2022/47 dated April 8, 2022, it is proposed to obtain Member’s
covered under these Regulations. approval of omnibus RPTs for various material related party transactions
between various subsidiaries of the Company at the ensuing 46th AGM
Not applicable. which shall be valid upto the date of the next 47th AGM for a period not
In terms of Section 62 of the Act and Regulation 6 of SEBI SBEB & SE exceeding 15 (fifteen) months. Members may note that the approval of the
Regulations, the approval of the Shareholders is sought by way of Members obtained through Postal Ballot Notice dated March 19, 2024 for
Special Resolution for the approval of the “Biocon Restricted Stock Unit the value of RPTs for the FY 2024-25 shall continue to be valid and such
Long Term Incentive Plan FY-2025-29” and issuance of shares under value of RPTs during FY 2024-25 shall not exceed the approved limits.
this plan to the employees of the Company and its present and future It is in the above context that the Resolution Nos. 10 to 20 are proposed for
subsidiary company (ies) and for authorising secondary market acquisition the approval of the Shareholders of the Company.
for implementation of the Plan.
Brief about the Companies involved in the transactions:
Therefore, your Directors recommend the Resolutions as set out at Item Nos.
7, 8 and 9 for your approval. Biocon Biologics Limited, India
A copy of the draft Plan is available electronically for inspection by the Biocon Biologics Limited (“BBL”), an unlisted material subsidiary of
Members. The same is also available for inspection at the registered the Company is a fully integrated global biosimilars organization. It is
leveraging cutting-edge science, innovative tech platforms and advanced Biocon Biologics France S.A.S.
research & development capabilities to lower costs of biologics therapies
while improving healthcare outcomes. It has a strong research pipeline Biocon Biologics France S.A.S (“BBF”), is a wholly owned subsidiary
of biosimilar molecules across diabetes, oncology, immunology and of Biocon Biologics UK Limited and a step-down subsidiary of the
other non-communicable diseases. Five molecules from Biocon Biologics’ Company, incorporated on April 14, 2023 and registered in Paris, France.
portfolio have been taken from lab to market in developed markets like U.S., BBF was established with an objective to undertake activities such as
EU, Australia, Canada, Japan and key emerging markets. It has many firsts commercialization, sale and distribution etc. related to pharmaceuticals,
to its credit including the most recent U.S. FDA approval of the world’s first biopharmaceuticals and biologics products.
interchangeable biosimilar, awarded to its Insulin Glargine, which has been Biocon Biologics Germany GmbH
commercialized in the U.S. in 2021. With a team of ~5,500 people, BBL is
committed to transforming healthcare and transforming lives by enabling Biocon Biologics Germany GmbH (“BBGG”), is a wholly owned subsidiary
affordable access to millions of patients’ worldwide. of Biocon Biologics UK Limited and a step-down subsidiary of the Company,
with effect from March 29, 2023, registered in Frankfurt, Germany. BBGG was
Biocon Biologics UK Limited, United Kingdom set up with an objective to undertake activities such as commercialization,
Biocon Biologics UK Limited (“BBUK”), which was incorporated in the sale and distribution etc. related to pharmaceuticals, biopharmaceuticals
United Kingdom in March, 2016 is a wholly owned subsidiary of BBL and and biologics products.
is a step-down material subsidiary of the Company. BBUK is engaged in Background, details and benefits of the proposed transactions:
development and commercialization of monoclonal antibody portfolio.
Currently, BBUK is engaged in commercialization of biosimilar trastuzumab Various related party transaction(s) which will be entered into and/ or
and biosimilar pegfligrastin launched in global markets including United continue amongst the related parties are as follows:
States and biosimilar bevacizumab in majority of global markets including The transactions amongst the group subsidiaries of the Company as covered
Canada. in item nos. 10 to 20 are in the nature of (i) routine business transactions (i.e.
Biosimilars Newco Limited, United Kingdom sale/ purchase of goods, support services, power & utility, canteen, rental,
amongst others; and (ii) Investments/ lending/ advances / guarantees for
Biosimilars Newco Limited (‘BNCL’), a company incorporated in the providing business support, from time to time.
United Kingdom, is a wholly owned subsidiary of BBL and is a step-down
material subsidiary of the Company, wherein BBL holds 82.50% and BBUK The details of the aforesaid transactions are captured under “Annexure 2”
holds 17.50% of the share capital of BNCL pursuant to the Acquisition of of this Notice which are in the ordinary course of business and on arm’s
Biosimilar Business. BNCL was acquired from Mylan Inc., a Pennsylvania length basis and are in accordance with Related Party Transactions Policy
corporation and wholly owned subsidiary of Viatris Inc. on November 29, of the Company. These transactions are undertaken for smooth business
2022, as part of acquisition of Viatris’ Biosimilar business. BNCL undertakes operations and overall growth of the business of Biocon Group.
biosimilar businesses, i.e. w.r.t. Trastuzumab, Bevacizumab, Pegfilgrastim, The value of such transaction(s) (individually or taken together with previous
Glargine U100, Aspart, Pertuzumab and Glargine U300 across the globe. transactions) may exceed `1,000 crores or 10% the annual consolidated
Biocon SDN. BHD., Malaysia, Malaysia turnover of the Company as per the last audited financial statements of the
Company, whichever is lower, and hence, approval of the shareholders of
Biocon Sdn. Bhd., Malaysia (“BSB”) is a wholly owned subsidiary of BBUK the Company by way of an ordinary resolution mentioned at Item Nos. 10
and is a step-down subsidiary of the Company. BSB was established as the to 20 is being sought.
group’s first overseas manufacturing facility at Malaysia. BSB is engaged in
the manufacturing of insulins and insulin analogues for global markets and The Audit Committee of the Company consisting only of Independent
is located within BioXcell, a biotechnology park in Iskandar Puteri, Johor. Directors, and the Board of Directors, have, based on relevant details
The facility is Asia’s largest integrated insulins manufacturing facility with provided by the management, at their respective meetings held on May
approvals from several global agencies including National Pharmaceutical 15, 2024 and May 16, 2024, reviewed and approved the said transaction(s),
Regulatory Authority (‘NPRA’), Malaysia, HPRA (‘EMA’) and the U.S. Food and while noting that such transactions shall be on an arms’ length basis and in
Drug Administration (‘USFDA’). With over US$ 350 Million investment, about the ordinary course of business and are in accordance with Related Party
900 strong workforce, BSB is the single largest biotech facility in Malaysia. Transactions Policy of the Company.
Biosimilar Collaborations Ireland Limited, Ireland The Board accordingly recommends the resolutions set out at Item Nos.
10 to 20 of this Notice for approval by the Members by way of ordinary
Biosimilar Collaboration Ireland Limited (‘BCIL’), a company incorporated resolutions.
in Ireland, is a wholly owned subsidiary of BBUK and is a step-down material
subsidiary of the Company, which was acquired from Mylan Ireland Limited, Save and except the following Directors (who are also Directors and / or
an Irish private limited company and wholly owned subsidiary of Viatris Inc. shareholders of BBL and / or its subsidiaries) and their relatives, none of the
on November 29, 2022 as part of acquisition of Viatris’ Biosimilar business. other Director(s) / Key Managerial Personnel(s) of the Company or their
BCIL undertakes biosimilars businesses w.r.t Adalimumab, Eternacept and relatives are, in any way, concerned or interested, financially or otherwise,
Aflibercept. except to the extent of their shareholding, if any:
Biocon Biologics Inc., USA � Ms. Kiran Mazumdar-Shaw is interested in resolution nos. 10 to 17, and
19 in her capacity as Director/ relative of Director of the subsidiaries
Biocon Biologics Inc. (“BBI”) is a wholly owned subsidiary of Biocon involved in the transaction.
Biologics UK Limited and a step-down material subsidiary of the Company.
It is registered in the State of Delaware, United States of America. BBI � Mr. Siddharth Mittal is interested in resolution nos. 10 to 15 in his
was established with an objective to undertake all activities relating capacity as shareholder of the subsidiaries involved in the transaction.
to pharmaceuticals, biopharmaceuticals and biologics products, i.e. � Mr. Nicholas Robert Haggar is interested in resolution nos. 10 to 20 in
commercialization, distribution etc. in the USA and other geographies. his capacity as Director of the subsidiaries involved in the transaction.
� Prof. Ravi Rasendra Mazumdar is interested in resolution nos. 10 to 17 In accordance with the provisions of Section 148 of the Act read with
and 19 in his capacity as Director/ Shareholder/ relative of Director of the Companies (Cost Audit and Auditors) Rules, 2014, the remuneration
the subsidiaries involved in the transaction. payable to the Cost Auditors is required to be ratified by the Members of
the Company. Accordingly, ratification by the Members is sought to the
� Mr. Bobby Kanubhai Parikh is interested in resolution nos. 10 to 15 and
remuneration payable to the Cost Auditors for the financial year ending
17 in his capacity as Director and/or Shareholder of the subsidiaries
March 31, 2025, by passing an Ordinary Resolution.
involved in the transaction.
The Board recommends the resolution set out at Item No. 21 of the Notice
� Mr. Eric Vivek Mazumdar is interested in resolution nos. 10 to 17,
for approval by the Members by way of an Ordinary Resolution.
and 19 in his capacity as relative of the Director / shareholder of the
subsidiaries involved in the transaction. None of the Directors / Key Managerial Personnel of the Company / their
relatives are, in any way, concerned or interested, financially or otherwise,
The details as required under Regulation 23(4) of the SEBI Listing
in the resolution.
Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/
CMD1/CIR/P/2021/662 dated November 22, 2021 (“SEBI Circular”) are set By Order of the Board of Directors
forth in “Annexure 2”.
Sd/-
Item No. 21: To ratify the remuneration of Cost Auditors for the
Mayank Verma
Financial Year 2024-25.
Place: Bengaluru Company Secretary
The Board of Directors at their meeting held on May 16, 2024 approved the Date: May 16, 2024 Membership No: ACS 18776
appointment of M/s. Rao, Murthy & Associates, Cost Auditors to conduct the
Biocon Limited
audit of cost records of the Company for the financial year ending March 31,
Regd. Office: 20th KM, Hosur Road,
2025 at a remuneration of `4,50,000 plus applicable taxes and out of pocket
Electronic City, Bengaluru – 560 100
expenses, as recommended by the Audit Committee of the Company.
CIN: L24234KA1978PLC003417
Email: co.secretary@biocon.com
Website: www.biocon.com
Phone: 080 – 2808 2808
Fax: 080 - 2852 3423
“Annexure – 1”
ADDITIONAL INFORMATION ON DIRECTOR(S) SEEKING APPOINTMENT / RE-APPOINTMENT AT THE 46th AGM.
[Pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings issued by ICSI]
Brief Profile of Mr. Eric Vivek Mazumdar Her visionary journey has earned her several coveted titles and awards, both
national and international, including India’s top civilian awards, Padma Shri
Mr. Eric Mazumdar is an Assistant Professor (1989) and Padma Bhushan (2005), as well as, the highest French distinction,
of Computing & Mathematical Sciences Knight of the Legion of Honour (2016), Australia’s Highest Civilian Honour
and Economics at the California Institute of the Order of Australia (2020), EY World Entrepreneur of the Year (2020), G20
Technology. Healthcare Commitment Awards (2023), Ban Ki-moon Award for Women
Being an avid learner, he has worked on Empowerment (2023), Outstanding Business Leader of the Year, CNBC-TV18
many research projects from reputable India Business Leader Awards (2023) and BRICS-CCI Lifetime Achievement
institutions such as the University of Award - Entrepreneur of the Year (2023). A well-regarded global influencer,
California, Berkeley, MIT Computer Science she has been named among TIME magazine’s ‘100 Most Influential People
and Artificial Intelligence Laboratory and the in the World’.
MIT Koch Institute for Cancer Research. She serves on the Board of United Breweries Limited, Syngene International
As a Ph.D. scholar from UCLA, Berkeley, he has developed tools and Limited, Narayana Hrudayalaya Limited and Trent Limited.
understanding, necessary for deploying Machine learning algorithms into Ms. Shaw holds a bachelor’s degree in science (Zoology Hons.) from
societal-scale systems. He has also focused on studying the fundamental Bangalore University and has earned a master’s degree in malting and
limits of learning algorithms in societal systems, and designing machine brewing from Ballarat College, Melbourne University. She has been awarded
learning algorithms in real-world deployment, with applications in with several honorary degrees from Ballarat (2004), University of Abertay
intelligent infrastructure, the delivery of healthcare, and e-commerce. (2007), University of Glasgow (2008), Heriot-Watt University (2008), National
He was awarded Simons Institute Research Fellowship to pursue research at University of Ireland (2012) and Trinity College, Dublin (2012) for her pre-
the intersection of machine learning and economics. eminent contributions in the field of biotechnology.
Brief Profile of Mr. Atul Dhawan Brief Profile - Mr. Siddharth Mittal
Mr. Atul Dhawan is a Chartered Accountant Mr. Siddharth Mittal is the Managing Director
and an Economics graduate from the and CEO of Biocon Limited. He joined the
University of Delhi. With over 30 years as a Company in May 2013 and served as President
Deloitte partner, Atul brings four decades & Chief Financial Officer until November 2019,
of extensive experience in governance, and thereafter he was elevated to the position
strategy, and other diverse fields. of Managing Director and CEO.
Mr. Atul Dhawan has served as Chairperson of He has over two decades of global and
Deloitte South Asia Co-ordinating Board and diversified experience in the field of
represented India on Deloitte’s Asia Pacific strategic finance and accounting, mergers
and Global Boards. Deeply committed to and acquisitions, taxation and general
Deloitte’s impact initiatives, he served on the management.
boards of Deloitte Foundation in India and ‘Making an Impact Foundation.
Mr. Mittal started his career with the audit division of S.R. Batliboi & Co.
Mr. Atul Dhawan has held the position of Chair at the American Chamber of
(Indian arm of Ernst & Young) based out of Bengaluru. He then worked with
Commerce. Additionally, he serves on the Board of The Indus Entrepreneurs
the US subsidiary of Xchanging Plc, a London-based, FTSE-listed company
(TiE) in Delhi. He served on the CII National Council and is an Advisor to the
specialising in business processing, technology and procurement services.
U.S. India Strategic Partnership Forum (USISPF) Board for diverse campaigns
There, he held senior leadership positions in Finance, including Finance
focused on India. Mr. Atul Dhawan also holds a position on the Board of Plan
Director of BPO and IT US divisions.
India, a not-for-profit organization dedicated to promoting development
initiatives for women and children. Prior to joining Biocon, he was Vice President, Finance and Corporate
Controller with Symphony Teleca, a leading US-based multinational IT
Brief Profile of Ms. Kiran Mazumdar-Shaw company.
Ms. Kiran Mazumdar-Shaw is a pioneering An ardent advocate for creating global access to innovative, high-quality
biotech entrepreneur, a healthcare visionary, medicines that are made in India, Siddharth currently serves as co-chairman
and a passionate philanthropist. As a leading on the FICCI Pharma committee.
woman in science, she is a role model to Mr. Mittal has a Bachelor of Commerce (B. Com) degree from the Symbiosis
millions. She is steadfast in her pursuit of College of Arts and Commerce, Pune. He is a Chartered Accountant from
innovative technologies that enable affordable The Institute of Chartered Accountants of India, New Delhi and a Certified
access to healthcare and is committed to Public Accountant from Colorado, USA.
making a difference to billions of lives globally.
She is a pioneer of India’s biotech industry and
founder of Biocon, an innovation-led global
biotechnology enterprise.
Other details:
Name of the Director Mr. Eric Vivek Mazumdar Mr. Atul Dhawan Ms. Kiran Mazumdar-Shaw Mr. Siddharth Mittal
(DIN: 09381549) (DIN: 07373372) (DIN: 00347229) (DIN: 03230757)
Date of Birth & age January 12, 1993 September 08, 1958 March 23, 1953 June 25, 1978
(31 Years) (65 Years) (71 Years) (45 Years)
Date of Appointment November 01, 2021 May 16, 2024 Since Inception December 01, 2019
(Retiring by rotation at this (Proposed to be re-appointed (Proposed to be re-
AGM) as an Executive Director appointed as Managing
(Designated as an Executive Director & CEO at this AGM
Chairperson) at this AGM w.e.f. w.e.f. December 01, 2024)
April 01, 2025)
Nature of his/her expertise � Research and � Finance & Risk � Research and Innovation � Research & Innovation
in specific functional areas Innovation Management � General Management � General Management
� Finance & Risk � General Management � Finance & Risk � Finance & Risk
Management � Corporate Governance Management Management
� Technology & digital and Compliance � Corporate Governance & � Corporate Governance
perspective Compliance & Compliance
� Global Healthcare � Global healthcare
� Technology & Digital � Technology & digital
perspective perspective
� Scientific Knowledge
Qualification � Ph.D., Electrical � Chartered Accountant � Master’s degree in � Chartered Accountant
Engineering and from The Institute Malting and Brewing from The Institute of
Computer Science of Chartered from Ballarat College, Chartered Accountants
from Accountants of India Melbourne University of India
University of � Economics graduate � Bachelor’s degree � Certified Public
California, from the University of in Science (Zoology Accountant from
Berkeley Delhi Hons.) from Bangalore Colorado, U.S.
� B.Sc., Electrical University � B.Com, Symbiosis
Engineering and College of Arts and
Computer Science Commerce, Pune
from Massachusetts
Institute of
Technology,
Cambridge, MA
Relationship with other Prof. Ravi Rasendra NIL Prof. Ravi Rasendra Mazumdar NIL
Directors, Managers and Mazumdar is brother and Mr. Eric Vivek
KMPs is father and Ms. Kiran Mazumdar is nephew
Mazumdar-Shaw is aunt
Name of the Director Mr. Eric Vivek Mazumdar Mr. Atul Dhawan Ms. Kiran Mazumdar-Shaw Mr. Siddharth Mittal
(DIN: 09381549) (DIN: 07373372) (DIN: 00347229) (DIN: 03230757)
Listed entities from which NIL NIL � Infosys Limited (March NIL
he/she has resigned in the 22, 2023)
past 3 (three) years
Number of meetings of 6 (Six) Not applicable 6 (Six) 6 (Six)
the Board attended during
the year 2023-24
[Out of 6 (six) held]
Terms and conditions of Mr. Eric Vivek Mazumdar Mr. Atul Dhawan is Ms. Kiran Mazumdar-Shaw Mr. Siddharth Mittal is
Appointment or Re- is retiring by rotation at being appointed as an is being re-appointed as an being re-appointed as
appointment this AGM and is being Independent Director, Executive Director (designated the Managing Director &
appointed as a Director for a term commencing as Executive Chairperson) for CEO for a period of 5 years
from May 16, 2024 till the a period of 5 years from April from December 01, 2024
conclusion of 49th AGM of 01, 2025 to March 31, 2030, to November 30, 2029, not
the Company to be held in liable to retire by rotation. The liable to retire by rotation.
the year 2027, not liable to detailed terms and conditions, The detailed terms and
retire by rotation including remuneration, is conditions, including
provided in the explanatory remuneration, is provided in
statement the explanatory statement
Remuneration last drawn ` 5.57 Million Not applicable ` 38.43 Million ` 57.31 Million
[FY 2023-24]
Remuneration sought to Entitled to sitting fees and Entitled to sitting fees and Entitled to remuneration as Entitled to remuneration as
be paid remuneration as approved remuneration as approved approved by the Nomination approved by the Nomi-
by the Nomination and Re- by the Nomination and and Remuneration Committee nation and Remuneration
muneration Committee and Remuneration Committee and the Board of Directors of Committee and the Board
the Board of Directors of the and the Board of Directors the Company, from time to of Directors of the Company,
Company, from time to time of the Company, from time time within the overall limits as from time to time within the
within the overall limits as to time within the overall per the Companies Act, 2013 overall limits as per the Com-
per the Companies Act, limits as per the Companies and/ or as approved by the panies Act, 2013 and/ or as
2013 and/ or as approved Act, 2013 and/ or as ap- shareholders from time to time approved by the sharehold-
by the shareholders from proved by the shareholders ers from time to time
time to time from time to time
Shareholding in Biocon 31,76,367 NIL 48,45,81,970 8,30,721
Limited (0.26) (40.36%) (0.07%)
Shareholding as a - - 23,72,11,164 -
beneficial owner (19.76%)
28
DETAILS OF MATERIAL RELATED PARTY TRANSACTIONS ENTERED / TO BE ENTERED BETWEEN THE SUBSIDIARIES OF BIOCON LIMITED IN TERMS OF THE SEBI
CIRCULAR DATED NOVEMBER 22, 2021.
Biocon Limited
Sl. Particulars Resolution at Item No. 10 Resolution at Item No. 11 Resolution at Item No. 12 Resolution at Item No. 13 Resolution at Item No. 14
No.
A. Name of the re- Biocon Biologics Limited (‘BBL’) Biocon Biologics Limited (‘BBL’) Biocon Biologics Limited (‘BBL’) Biocon Biologics Limited (‘BBL’) Biocon Biologics Limited (‘BBL’)
lated party and its (CIN U24119KA2016PLC093936) (CIN U24119KA2016PLC093936) (CIN U24119KA2016PLC093936) (CIN U24119KA2016PLC093936) (CIN U24119KA2016PLC093936)
relationship with is a material unlisted subsidiary is a material unlisted subsidiary is a material unlisted subsidiary is a material unlisted subsidiary is a material unlisted subsidiary
Tenure From the date of the 46th AGM i.e. August 09, 2024 till the date of the 47th AGM of the Company
Material Terms Material terms and conditions are based on the contracts which inter alia include the rates which are based on prevailing market price and commercial terms as on the date
of entering into the contract(s).
Value of the trans- Not exceeding ` 1,507 crores Not exceeding ` 1,681 crores Not exceeding ` 1,179 crores Not exceeding ` 1,200 crores Not exceeding ` 1,200 crores
action (whether by way of an individ- (whether by way of an individ- (whether by way of an individ- (whether by way of an individ- (whether by way of an individ-
ual transaction or transactions ual transaction or transactions ual transaction or transactions ual transaction or transactions ual transaction or transactions
taken together or series of taken together or series of taken together or series of taken together or series of taken together or series of
transactions or otherwise) transactions or otherwise) transactions or otherwise) transactions or otherwise) transactions or otherwise)
Sl. Particulars Resolution at Item No. 10 Resolution at Item No. 11 Resolution at Item No. 12 Resolution at Item No. 13 Resolution at Item No. 14
No.
D. The percentage of The value of the proposed The value of the proposed trans- The value of the proposed The value of the proposed The value of the proposed
the listed entity’s transaction represents: action represents: transaction represents: transaction represents: transaction represents:
annual consoli-
dated turnover, 10% of the annual consolidated 11% of the annual consolidated 8% of the annual consolidated 8% of the annual consolidated 8% of the annual consolidated
for the immedi- turnover of the Company for turnover of the Company for the turnover of the Company for turnover of the Company for turnover of the Company for
ately preceding the FY ended March 31, 2024. FY ended March 31, 2024. the FY ended March 31, 2024. the FY ended March 31, 2024. the FY ended March 31, 2024.
financial year, that 49% of the annual standalone 54% of the annual standalone 38% of the annual standalone 39% of the annual standalone 39% of the annual standalone
is represented turnover of BBL for the FY turnover of BBL for the FY ended turnover of BBL for the FY end- turnover of BBL for the FY end- turnover of BBL for the FY
by the value of ended March 31, 2024. March 31, 2024. ed March 31, 2024. ed March 31, 2024. ended March 31, 2024.
the proposed
transaction (and 84% of the annual standalone 39% of the annual standalone 46% of the annual standalone 64% of the annual standalone 567% of the annual standalone
for a RPT involving turnover of Biocon Biologics turnover of Biosimilars Newco turnover of Biosimilar Collabora- turnover of Biocon Biologics Inc, turnover of Biocon Biologics
a subsidiary, such UK Ltd. for the FY ended March Limited for the FY ended March tions Ireland Limited for the FY USA for the FY ended March France S.A.S. for the FY ended
percentage calcu- 31, 2024. 31, 2024. ended March 31, 2024. 31, 2024. March 31, 2024.
lated on the basis
of the subsidiary’s
annual turnover
on a standalone
basis shall be
additionally
provided)
E. Details of the
transaction relat-
ing to any loans,
inter-corporate
deposits, advanc- Not Applicable
es or investments
made or given by
the listed entity or
its subsidiary
i. Details of the
source of funds in
connection with -
the proposed
transaction
ii. Where any finan-
cial indebtedness
is incurred to
make or give
loans, inter-corpo-
rate deposits,
advances or -
29
Biocon Limited
- Tenure
30
Sl. Particulars Resolution at Item No. 10 Resolution at Item No. 11 Resolution at Item No. 12 Resolution at Item No. 13 Resolution at Item No. 14
No.
iii. Applicable
Biocon Limited
terms, including
covenants, tenure,
interest rate
and repayment
-
schedule, whether
secured or unse-
Tenure From the date of the 46th AGM i.e. August 09, 2024 till the date of the 47th AGM of the Company
Material Terms Material terms and conditions are based on the contracts which inter alia include the rates which are based on prevailing market price and commercial terms as on the date
of entering into the contract(s).
Value of the trans- Not exceeding ` 1,200 Not exceeding ` 1,527 crores Not exceeding ` 2,277 Not exceeding ` 3,745 Not exceeding ` 1,501
action crores (whether by way of (whether by way of an individual crores (whether by way of crores (whether by way of crores (whether by way of
an individual transaction or transaction or transactions an individual transaction or an individual transaction or an individual transaction or
transactions taken together taken together or series of transactions taken together transactions taken together transactions taken together
or series of transactions or transactions or otherwise) or series of transactions or or series of transactions or or series of transactions or
otherwise) otherwise) otherwise) otherwise)
the listed entity’s transaction represents: transaction represents: transaction represents: transaction represents: transaction represents:
annual consoli-
8% of the annual consolidated 10% of the annual consolidated 15% of the annual consolidated 25% of the annual consolidated 10% of the annual consolidated
dated turnover,
turnover of the Company for turnover of the Company for the turnover of the Company for the turnover of the Company for turnover of the Company for
for the immedi-
the FY ended March 31, 2024. FY ended March 31, 2024. FY ended March 31, 2024. the FY ended March 31, 2024. the FY ended March 31, 2024.
ately preceding
financial year, that 39% of the annual standalone 85% of the annual standalone 156% of the annual standalone 86% of the annual standalone 59% of the annual standalone
33
Biocon Limited
34
Sl. No. Particulars Resolution at Item No. 20
C. Type, material terms and particulars of transaction The transactions involves:
• Sale, Purchase, Supply of goods / materials.
Biocon Limited
- Nature of indebtedness -
- Cost of funds
- Tenure
iii. Applicable terms, including covenants, tenure, interest rate and repayment
-
schedule, whether secured or unsecured; if secured, the nature of security.
iv. The purpose for which the funds will be utilized by the ultimate beneficiary of
-
such funds pursuant to the RPT.
F. Justification as to why the RPT is in the interest of the listed entity Please refer to “Background, details and benefits of the proposed transactions” which forms part
of the explanatory statement to the resolution.
G. Any valuation or other external report relied upon by the listed entity in relation
to the transactions Not Applicable
As per the SEBI circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated In case of Individual Shareholders holding securities in demat mode and
December 9, 2020 on “e-Voting facility provided by Listed Companies”, and who acquires shares of the Company and becomes a Member of the
as part of increasing the efficiency of the voting process, e-voting process Company after sending of the Notice and holding shares as of the cut-off
has been enabled to all individual shareholders holding securities in demat date may follow steps mentioned below under “Login method for remote
mode to vote through their demat account maintained with depositories / e-Voting and joining virtual meeting for Individual shareholders holding
websites of depositories / depository participants. securities in demat mode.”
Individual demat account holders would be able to cast their vote without The details of the process and manner for remote e-Voting and e-AGM are
having to register again with the e-Voting service providers (ESPs) thereby explained herein below:
not only facilitating seamless authentication but also enhancing ease and Step 1: Login method for Individual shareholders holding securities in
convenience of participating in e-Voting process. Shareholders are advised demat mode is given below:
Individual shareholders holding securities in demat mode with NSDL Individual shareholders holding securities in demat mode with CDSL
1. User already registered for IDeAS facility: 1. Existing user who have opted for Easi / Easiest:
I. Visit URL: https://eservices.nsdl.com. I. Visit URL: https://web.cdslindia.com/myeasitoken/home/login or
II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ sec- URL: www.cdslindia.com
tion. II. Click on New System Myeasi.
III. On the new page, enter User ID and Password. Post successful au- III. Login with your registered user id and password.
thentication, click on “Access to e-Voting”. IV. The user will see the e-Voting Menu. The Menu will have links of
IV. Click on company name or e-Voting service provider (i.e. KFintech) ESP i.e. KFintech e-Voting portal.
and you will be re-directed to e-Voting service provider website for V. Click on e-Voting service provider name to cast your vote.
casting the vote during the remote e-Voting period.
2. User not registered for Easi/Easiest:
2. User not registered for IDeAS e-Services: I. Option to register is available at https://web.cdslindia.com/myeasi-
I. To register click on link: https://eservices.nsdl.com. token/Registration/EasiRegistration
II. Select “Register Online for IDeAS” or click at https://eservices.nsdl. II. Proceed with completing the required fields.
com/SecureWeb/IdeasDirectReg.jsp. III. Post registration is completed, follow the steps given in point 1.
III. Proceed with completing the required fields.
IV. Follow steps given in point 1. 3. Alternatively, by directly accessing the e-Voting website of CDSL:
I. Visit URL: www.cdslindia.com
3. Alternatively by directly accessing the e-Voting website of NSDL: II. Provide your demat Account Number and PAN No.
I. Open URL: https://www.evoting.nsdl.com/ III. System will authenticate user by sending OTP on registered Mobile
II. Click on the icon “Login” which is available under ‘Shareholder/ & Email as recorded in the demat Account.
Member’ section. IV. After successful authentication, user will be provided links for the
III. A new screen will open. You will have to enter your User ID (i.e. your respective ESP, i.e. KFintech where the e- Voting is in progress.
sixteen digit demat account number held with NSDL), Password / V. Click on company name and you will be redirected to KFintech
OTP and a Verification Code as shown on the screen. e-voting website for casting your vote during the remote e-voting
IV. Post successful authentication, you will be redirected to NSDL De- period.
pository site wherein you can see e-Voting page.
V. Click on company name or e-Voting service provider name and
you will be redirected to KFintech e-Voting website for casting your
vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login site after successful authentication, wherein you can see e-Voting
through their depository participants. feature.
I. You can also login using the login credentials of your demat account III. Click on options available against company name or e-Voting service
through your demat accounts / websites of Depository Participants provider – KFintech and you will be redirected to e-Voting website
registered with NSDL /CDSL for e-Voting facility. of KFintech for casting your vote during the remote e-Voting period
without any further authentication.
II. Once logged-in, you will be able to see e-Voting option. Once you click
on e-Voting option, you will be redirected to NSDL / CDSL Depository
Important note: x. You may then cast your vote by selecting an appropriate option and click
on “Submit”.
Members who are unable to retrieve User ID/ Password are advised
to use Forget User ID and Forget Password option available at above xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL”
mentioned websites of Depositories / Depository Participants. to modify. Once you have voted on the resolution(s), you will not be
allowed to modify your vote. During the voting period, Members can
Helpdesk for individual shareholders holding securities in demat mode for login any number of times till they have voted on the Resolution(s).
any technical issues related to login through Depository i.e. NSDL and CDSL:
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI
Members facing any technical Members facing any technical
etc.) are also required to send scanned certified true copy (PDF Format)
issue - NSDL issue - CDSL
of the Board Resolution/Authority Letter etc., together with attested
Members facing any technical issue Members facing any technical specimen signature(s) of the duly authorised representative(s), to
in login can contact NSDL helpdesk issue in login can contact CDSL the Scrutinizer at email compliance@sreedharancs.com with a copy
by sending a request at evoting@ helpdesk by sending a request marked to evoting@kfintech.com and co.secretary@biocon.com. The
nsdl.co.in or call at 022-4886 7000 at helpdesk.evoting@cdslindia. scanned image of the above-mentioned documents should be in the
and 022-2499 7000 com or contact at the toll free naming format “Corporate Name Even No.” The documents should
number 1800 22 55 33 reach the Scrutinizer on or before 17:00 pm on August 08, 2024.
Step 2: Login method for e-Voting for shareholders other than Individual B. Members whose email IDs are not registered with the Company/
shareholders holding securities in demat mode and shareholders Depository Participants(s), and consequently the Annual Report, Notice
holding securities in physical mode. of AGM and e-voting instructions cannot be serviced, will have to follow
the following process:
A. Members whose email IDs are registered with the Company/ Depository
Participants (s), will receive an email from KFintech which will include i. Members who have not registered their email address and in
details of E-Voting Event Number (EVEN), USER ID and password. They consequence the Annual Report, Notice of AGM and e-voting
will have to follow the following process: instructions cannot be serviced, may follow the process detailed below
for registration of email ID to obtain the report and update of bank
i. Launch internet browser by typing the URL: https://evoting.kfintech.
account details for the receipt of dividend:
com.
ii. Enter the login credentials (i.e. User ID and password). In case of physical Type of Process to be followed
folio, User ID will be EVEN (E-Voting Event Number) 8120 followed by Holder
folio number. In case of Demat account, User ID will be your DP ID Physical For availing the following investor services, send a written
and Client ID. However, if you are already registered with KFintech for request in the prescribed forms to the RTA of the Company,
e-voting, you can use your existing User ID and password for casting the KFin Technologies Limited either by email to einward.ris@
vote. kfintech.com or by post to KFin Technologies Limited, Unit:
iii. After entering these details appropriately, click on “LOGIN”. Biocon Limited, Selenium Tower B, Plot 31-32, Financial District,
Nanakramguda, Serilingampally Mandal, Hyderabad-500 032
iv. You will now reach password change Menu wherein you are required to
mandatorily change your password. The new password shall comprise Form for availing investor services to register Form ISR-1
of minimum 8 characters with at least one upper case (A- Z), one lower PAN, email address, bank details and other
case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). KYC details or changes / update thereof for
The system will prompt you to change your password and update your securities held in physical mode
contact details like mobile number, email ID etc. on first login. You may Update of signature of securities holder Form ISR-2
also enter a secret question and answer of your choice to retrieve your
For nomination as provided in Rule 19(1) Form SH-13
password in case you forget it. It is strongly recommended that you
of the Companies (Share Capital and
do not share your password with any other person and that you take
Debentures) Rules, 2014
utmost care to keep your password confidential.
Declaration to opt out Form ISR-3
v. You need to login again with the new credentials.
Cancellation of nomination by the holder(s) Form SH-14
vi. On successful login, the system will prompt you to select the “EVEN” i.e. (along with ISR-3) / Change of nominee
8120_Biocon Limited - AGM” and click on “Submit”.
Form for requesting issue of duplicate Form ISR-4
vii. On the voting page, enter the number of shares (which represents certificate and other service requests for
the number of votes) as on the Cut-off Date under “FOR/AGAINST” or shares / debentures / bonds, etc., held in
alternatively, you may partially enter any number in “FOR” and partially physical form
“AGAINST” but the total number in “FOR/AGAINST” taken together shall
not exceed your total shareholding as mentioned herein above. You may Demat Please contact your DP and register your email address and
also choose the option ABSTAIN. If the Member does not indicate either bank account details in your demat account, as per the
“FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will process advised by your DP
not be counted under either head. ii. Alternatively, Member may send an e-mail request at the email id
viii. Members holding multiple folios/demat accounts shall choose the einward.ris@kfintech.com along with scanned signed copy of the
voting process separately for each folio/ demat accounts. request letter providing the email address, mobile number, self-attested
PAN copy and Client Master copy in case of electronic folio and copy of
ix. Voting has to be done for each item of the notice separately. In case you share certificate in case of physical folio for sending the Annual report,
do not desire to cast your vote on any specific item, it will be treated as Notice of AGM and the e-voting instructions.
abstained.
36 The Multiplier Effect
Biocon Limited
iii. After receiving the e-voting instructions, please follow all steps above to shall be placed on the Company’s website www.biocon.com and on the
cast your vote by electronic means. website of KFintech at https://evoting.kfintech.com immediately after the
result is declared by the Chairperson or any other person authorised by the
In case of Members who have not registered their e-mail IDs (including Chairperson.
Members holding shares in physical form), may please follow the steps for
registration of e-mail IDs and obtaining User ID and Password for e-voting Other Instructions:
as mentioned in para 17 of the “Notes” and para (d) under the “Other
Instructions” section below also. a. In case of any query and/or grievance, in respect of voting by electronic
means, Members may refer to the Help & Frequently Asked Questions
C. Voting at the Annual General Meeting: (FAQs) and E-voting user manual available at the download section of
https://evoting.kfintech.com (KFintech Website) or contact Mr. Suresh
I. The ‘Vote Now Thumb sign’ on the left hand corner of the video screen Babu, (Unit: Biocon Limited) of KFin Technologies Limited, Selenium
shall be activated upon instructions of the Chairperson during the Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda,
AGM proceedings. Members shall click on the same to take them to Hyderabad - 500 032 or at einward.ris@kfintech.com or evoting@
the “Insta-poll” page and Members to click on the “Insta-poll” icon to kfintech.com or phone no. 040 – 6716 2222 or call toll free No. 1800-309-
reach the resolution page and follow the instructions to vote on the 4001 for any further clarifications.
resolutions.
b. You can also update your mobile number and e-mail id in the user
II. Those Members who are present in the Meeting through VC and profile details of the folio which may be used for sending future
have not cast their vote on resolutions through remote e-voting, can communication(s).
vote through Insta-poll at the Meeting. Members who have already
cast their votes by remote e-voting are eligible to attend the Meeting. c. The voting rights of Members shall be in proportion to their share of the
However, those Members are not entitled to cast their vote again at paid up equity share capital of the Company as on the cut-off date i.e.
the Meeting. Friday, August 02, 2024.
III. A Member can opt for only single mode of voting i.e. through Remote d. In case a person has become a shareholder of the Company after
e-voting or voting during the AGM. If a Member casts votes by both dispatch of AGM Notice but on or before the cut-off date for E-voting
modes then voting done through Remote e-voting shall prevail and i.e., August 02, 2024, he/she may obtain the User ID and Password in the
vote during the AGM shall be treated as invalid. manner as mentioned below:
The Company has appointed Mr. V Sreedharan, Practicing Company i. If the mobile number of the Member is registered against Folio No./
Secretary, partner of M/s V Sreedharan & Associates, Company Secretaries, DP ID Client ID, the Member may send SMS: MYEPWD <space>
Bengaluru (FCS 2347; CP 833) and in his absence Mr. Pradeep B Kulkarni, E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399
Practicing Company Secretary, Bengaluru (FCS 7260; CP 7835), Partner of
the same firm as Scrutinizer to scrutinize the e-voting process in fair and Example for NSDL: MYEPWD <SPACE> IN12345612345678
transparent manner. Example for CDSL: MYEPWD <SPACE> 1402345612345678
Example for Physical: MYEPWD <SPACE> XXXX1234567890
The scrutinizer shall immediately after the conclusion of voting at the AGM,
unblock the votes cast through e-voting (votes cast during the AGM and ii. If e-mail address or mobile number of the Member is registered
votes cast through remote e-voting), count the votes and shall submit a against Folio No. / DP ID Client ID, then on the home page of https://
consolidated Scrutinizer’s Report of the votes cast in favour or against, if evoting.kfintech.com, the Member may click “Forgot Password” and
any, within stipulated timelines from the conclusion of the voting to the enter Folio No. or DP ID Client ID and PAN to generate a password.
Chairperson of the Company or a person authorised by him in writing who iii. Member may call KFintech toll free number 1800-309-4001 for
shall countersign the same. The Chairperson or a person authorised by him any assistance.
in writing shall declare the result of voting forthwith.
iv. Member may send an e-mail request to evoting@kfintech.com.
The results of the e-voting along with the scrutinizer’s report shall be However, KFintech shall endeavour to send User ID and Password
communicated immediately to the BSE Limited and National Stock to those new Members whose mail ids are available.
Exchange of India Limited, where the shares of the company are listed and