Biocon Ltd. — Capital/Financing Update 2020

Jan 9, 2020

Biocon Limited

20th KM Hosur Road Electronics City Ban galore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN: L24234KA1978PLC003417

January 9, 2020

www.biocon.com

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

Subject: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Further to our intimation dated January 6, 2020, in relation to the proposed primary equity investment by True North in Biocon Biologics India Limited ("BBIL"), we further inform you that Biocon Limited (the "Company"), BBIL and Activ Pine LLP (an affiliate of True North Fund VI LLP) have executed a share subscription agreement ("SSA") and a shareholder agreement ("SHA" and together with the SHA, the "Transaction Documents").

This intimation is being made in compliance with Regulations 30, read with Schedule Ill and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI Listing Regulations") and the required disclosure is enclosed as Annexure A.

We request you to take this on record and that the same be treated as compliance under the applicable regulation(s).

Thanking you,

Yours faithfully,

For Biocon Limited

Mayank Verma Company Secretary and Compliance Officer

The details as required under SEBI listing Regulations read with SEBI Circular No. CIR/CFO/CMD/4/2015 dated September 9, 2015 are as under: -

s. No.	Particulars	Details
	Name(s) of parties with whom the agreement	TheTransactionDocumentsbeenexecuted
1.	is entered.	between the Company, BBIL and Activ Pine LLP, an
		affiliate of True North Fund VI LLP ("Investor").
	Purpose of entering into the agreement.	conditions of therecord the terms andTo
2.		investment by the Investor in BBIL.
	Shareholding, if any, in the entity with whom	The Company currently holds 93.27% of the share
	the agreement is executed.	capital of BBIL, on a fully diluted basis. The
3.		Company does not hold any shareholding/ interest
		in the Investor.
	Significant terms of the agreement (in brief)	The Company is a party to the Transaction
	special rights like right to appoint directors,	Documents in the capacity of promoter of BBIL.
	first right to share subscription in case of	Accordingly, there will be no impact on its board of
	issuance of shares, right to restrict any change	directors or capital structure.
	in capital structure etc.
4.		The SSA, inter alia, sets out the conditions for
		completion of the proposed investment and
		customary inter se representations, warranties and
		indemnity provisions. The SHA, sets out the inter se
		rights and obligations between the parties for the
		managementof BBIL,including non-compete
		provisions, transfer restrictions and exit rights.
	Whether, the said parties are related to	The Company is the holding company of BBIL. The
5.	promoter/promoter group/ group companies	Investor is not related to the promoter/ promoter
	in any manner. If yes, nature of relationship.	group I group companies in any manner.
6.	Whether the transaction would fall withinrelated party transactions? If yes, whether the	The transaction is not in the nature of a relatedparty transaction.
	same is done at "arm's length".
	In case of issuance of shares to the parties,	Pursuant to the SSA, subject to completion of the
	details of issue price, class of shares issued.	relevant conditions precedent, the Investor shall
7.		subscribe to 50,25,463 equity shares of BBIL, at a
		price of Rs. 1,067.07 per equity share.
	othertoAnydisclosuresrelatedsuch	Please see paragraph 4 above.
	agreements, viz., details of nominee on the
8.	board of directors of the listed entity, potential	The Company has also previously made disclosures
	of interest arisingout of suchconflict	in relation to the transaction, on January 6, 2020.
	agreements, etc.
	in case of termination or amendment of
	agreement,listedentityshalldisclose
	additional details to the stock exchange(s):
	name of parties to the agreement;i.
9.	ii.nature of the agreement;	Not applicable
	date of execution of the agreement;iii.
	details of amendment and impact thereofiv.
	or reasons of termination and impactthereof.