Biocon Ltd. — M&A Activity 2020

Feb 7, 2020

Biocon Limited

20th KM Hosur Road Electronics City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN : L24234KA 1978PLC003417

www.biocon.com

February 7, 2020

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, Sandra Kurla Complex,
Dalal Street, Mumbai - 400 001	Mumbai- 400 050
Scrip Code -532523	Scrip Symbol - Biocon

Dear Sir/Madam,

Subject: Amalgamation of Biocon Research Limited ("BRL") w ith Biocon Biologics India Limited ("BBIL").

Pursuant to the Regulation 30 of SEBI Listing Regulation, we. wish to inform you that the Bengaluru Bench of National Company Law Tribunal ("NCLT") has sanctioned the Scheme of Amalgamation of Biocon Research Limited ("Transferor Company") with Biocon Biologics tndia Limited ("Transferee Company") and their respective Shareholders. The Transferor and Transferee Company both are sub-sidiaries of Biocon Limited.

The Certified Copy of this Order sanctioning the Scheme has been filed with the Registrar of Companies ("ROC"), Bengaluru, Karnataka on February 7, 2020.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are enclosed as Annexure A.

The above information will also be available on the website of the company at www.biocon.com.

Kindly take the above information on record and acknowledge.

Thanking You,

Yours faithfully,

For Biocon Limited

Mayank Verma Company Secretary and Compliance Officer

Annexure A

S. No.	DetailsofEventsthatneed to be provided	Information of such events(s)
A	Name of the Entity (ies)formingpartofamalgamation / merger,details in brief such as size,turnover etc.	Transferor Company - Biocon Research Limited ("BRL"), a wholly ownedsubsidiary of the Company, undertakes discovery and developmentresearch work in Biologics and provides scientific support for variousdevelopment programmes of the group. During FY19, BRL registered aturnover of Rs. 2,470 mn and reported a net profit of Rs. 557 mn.
		Transferee Company - Biocon Biologics India Limited ('BBIL'), a subsidiaryof the Company, was incorporated on June 8, 2016 with an objective to setup greenfield biosimilar biologics facilities. As at March 31, 2019, BBIL hadnot commenced commercial operations and had capital work-in-progressof Rs. 4,087 mn.
B	Whether the transactionwould fall within relatedparty transactions? If yes,whether the same is doneat "arm's length";	Not Applicable.
C	Areas of Business of theEntity(ies)	The Transferor and Transferee Company, both are in pharmaceuticalbusiness.
D	Rationaleforamalgamation/ merger	The scheme of amalgamation of the Transferor Company with theTransferee Company is aimed at achieving the following primary benefits:The Group proposes to organize all the Biosimilars activities underBBIL, thereby making BBIL its flagship entity and to be a futuremarket leader for its Biosimilars business. Further, the Groupbelieves that under the current market conditions, funds could beraised with more flexibility in lndia for Biosimilars business on a needbasis.BRL is engaged in primarily providing R&D and scientific supportservices in Biosimilars to other Companies in the Group.ln line with the above mentioned objective of organizing Biosimilarsunder BBIL, it is proposed to consolidate R&D activities of Biosimilarscurrently undertaken by BRL, into BBIL.Amalgamation of BRL with BBIL will create a vertically integratedstructure which would help achieve the objective of housingmanufacturing and R&D business of Biosimilars under the same Iegalentity i.e. BBIL and thereby achieve the Group's commercialpurpose.
E	Incaseofcashconsideration – amount orotherwise share exchangeratio;	Transferee Company shall issue and allot to the Equity Shareholders of theTransferor Company in the following ratio:3,106 (Three Thousand and One Hundred and Six) fully paid equityshares of Rs.10/- (Rupees Ten) each of the Transferee Company forevery 10 (Ten) Equity Shares of Re.1/- (Rupee One) each held in theTransferor Company, resulting in the issue of 15,53,00,000 EquityShares of Rs.10/- each by BBIL to the shareholders of BRL."
F	Brief details of change inshareholding pattern (ifany)of listed entity.	Not applicable.