Biocon Ltd. — Capital/Financing Update 2020

Nov 7, 2020

20th KM, Hosur Road Electronic City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423

November 7, 2020

CIN: L24234KA1978PLC003417

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,

We would like to inform you that Biocon Limited (the 'Company'), Biocon Biologics Limited ('BBL'), and Goldman Sachs India AIF Scheme - 1, a scheme setup under Goldman Sachs India Alternative Investment Trust, acting through its investment manager, Goldman Sachs (India) Alternative Investment Management Private Limited **(**the 'Investor') have executed a Securities Subscription Agreement ('SSA') and the Company, BBL, existing investors of BBL and the Investor have executed a Shareholders' Agreement ('SHA') (SSA together with the SHA, hereinafter called as 'Transaction Documents').

In this regard, please find attached the press release titled "Biocon Biologics Receives USD 150 Million Capital Injection from Goldman Sachs, Transaction Values Biocon Biologics at USD 3.94 Billion".

This intimation is being made in compliance with Regulations 30, read with Schedule III and other applicable regulations of the SEBI Listing Regulations and the required disclosure is enclosed as Annexure A.

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

Kindly take the same on record and acknowledge.

Thanking you,

Yours faithfully,

For Biocon Limited

______________

Mayank Verma Company Secretary and Compliance Officer Enclosed: Press Release and Annexure A

PRESS RELEASE

Biocon Biologics Receives USD 150 Million Capital Injection from Goldman Sachs

Transaction Values Biocon Biologics at USD 3.94 Billion

Bengaluru, India; November 7, 2020:

Biocon Ltd (BSE code: 532523, NSE: BIOCON), an innovation-led global biopharmaceuticals company, today announced that the Board of its subsidiary Biocon Biologics Ltd (Biocon Biologics) has approved a Rs 1, 125 Crore (~USD 150 million) capital injection from Goldman Sachs. As per the terms of the proposed agreement, Goldman Sachs will be issued Optionally Convertible Debentures at a post money equity valuation of USD 3.94 Billion.

The transaction is subject to customary approvals and conditions.

Kiran Mazumdar-Shaw, Executive Chairperson, Biocon, said, "We are extremely pleased to welcome a capital injection by Goldman Sachs at this inflection point of Biocon Biologics' journey in its quest for global leadership in providing affordable access through Biosimilar drugs. This transaction is a part of the overall strategic plan of value creation for our shareholders through Biocon Biologics."

Dr. Christiane Hamacher, CEO, Biocon Biologics, said: "We believe Goldman Sachs' capital infusion in Biocon Biologics demonstrates the confidence that large global institutions have in our capability to become a global leader in Biosimilars. With three of our products commercialized in the U.S. market, we continue to strive towards expanding access for our patients and unlocking value for our shareholders. This capital injection by Goldman Sachs will enable us to make prudent investments in R&D, high-quality manufacturing, as well as, establish a global commercial footprint. We are confident of achieving our aspiration of serving 5 million patients through our biosimilars portfolio and attaining a revenue target of USD 1 billion by FY22, thereby creating value for our shareholders who have supported us in this journey."

Som Krishna, a managing director in the Merchant Banking Division at Goldman Sachs, said: "The global growth of biosimilars, coupled with collaborative regulatory pathways, is taking place at a rapid pace to drive market competition, budget sustainability for healthcare systems and improved patient access to treatments. Biocon Biologics, with a proven R&D track-record and established worldwide strategic partnerships, is well-positioned to continue to grow and be a major global player in this dynamic segment of the pharmaceutical industry."

Biocon Biologics is engaged in developing high-quality, affordable biosimilars that expand patient access to a cutting-edge class of therapies across the world. The company has one of the largest biosimilars portfolios globally, spanning recombinant human Insulin (rh-Insulin), insulin analogs, monoclonal antibodies and therapeutic proteins for oncology, immunology and other chronic disease areas. Biocon Biologics has the full spectrum of insulins (regular, basal and rapid) in its pipeline and the global scale necessary to make a difference to diabetes patients worldwide.

With the demand for biosimilars set to grow as patents of originator biologics expire and patients demand lower priced drugs, Biocon Biologics is well positioned to expand access.

Recently, Biocon Biologics' Insulin Glargine was commercialized in the U.S., making it the only company from India to enable affordable access to three products: a biosimilar monoclonal antibody (Trastuzumab), a therapeutic protein (Pegfilgrastim) and an Insulin analog (Glargine) for patients in the U.S, through its partner Mylan.

About Biocon Limited:

Biocon Limited, publicly listed in 2004, (BSE code: 532523, NSE Id: BIOCON, ISIN Id: INE376G01013) is an innovation-led global biopharmaceuticals company committed to enhance affordable access to complex therapies for chronic conditions like diabetes, cancer and autoimmune. It has developed and commercialized novel biologics, biosimilars, and complex small molecule APIs in India and several key global markets as well as generic formulations in the US and Europe. It also has a pipeline of promising novel assets in immunotherapy under development.

Website: www.biocon.com ; Follow-us on Twitter: @bioconlimited

About Biocon Biologics Limited:

Biocon Biologics Limited, a subsidiary of Biocon Limited, is uniquely positioned as a fully integrated 'pure play' biosimilars organization in the world. Building on the four pillars of Patients, People, Partners and Business, Biocon Biologics is committed to transforming healthcare and transforming lives. Biocon Biologics is leveraging cutting-edge science, innovative tech platforms and advanced research & development capabilities to lower treatment costs while improving healthcare outcomes. It has a platform of 28 biosimilar molecules across diabetes, oncology, immunology, dermatology, ophthalmology, neurology, rheumatology and inflammatory diseases. Five molecules from Biocon Biologics' portfolio have been taken from lab to market, of which three have been commercialized in developed markets like United States, EU, Australia, Canada and Japan. It aspires to benefit 5 million patient lives with its biosimilars and attain a revenue milestone of USD 1 billion in FY22.

Website: www.biocon.com/businesses/biosimilars/ Follow-us on Twitter: @BioconBiologics

About Goldman Sachs Merchant Banking Division:

Founded in 1869, The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm. Goldman Sachs Merchant Banking Division (MBD) is the primary center for the firm's long-term principal investing activity. MBD is one of the leading private capital investors in the world with investments across private equity, infrastructure, private debt, growth equity and real estate.

FOR MORE INFORMATION
MEDIA RELATIONSSeema AhujaSr. VP & Global Head of Communications &Corporate BrandBiocon Group & Biocon Biologics+91 80 2808 2222 +91 99723 17792 seema.ahuja@biocon.com	INVESTOR RELATIONSSaurabh PaliwalHead, Investor Relations,Biocon +91 80 6775 2040 +91 95383 80801 investor.relations@biocon.com
	Nikunj MallHead, Investor Relations,Biocon Biologics +91 80 6775 2040 +91 99877 74078 nikunj.mall@biocon.com

Forward-Looking Statements: Biocon

This press release may include statements of future expectations and other forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects upon Biocon and its subsidiaries/ associates. These forward-looking statements involve known or unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from our expectations include, amongst other: general economic and business conditions in India and overseas, our ability to successfully implement our strategy, our research and development efforts, our growth and expansion plans and technological changes, changes in the value of the Rupee and other currency changes, changes in the Indian and international interest rates, change in laws and regulations that apply to the Indian and global biotechnology and pharmaceuticals industries, increasing competition in and the conditions of the Indian and global biotechnology and pharmaceuticals industries, changes in political conditions in India and changes in the foreign exchange control regulations in India. Neither Biocon, nor our Directors, or any of our subsidiaries/associates assume any obligation to update any particular forward-looking statement contained in this release.

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 is	The Transaction Documents have been executed
	entered.	between the Company, BBL, the existing investors
		of BBL and Goldman Sachs India AIF Scheme - 1, a
1.		schemesetupunderGoldmanSachsIndia
		Alternative Investment Trust, acting through its
		investment manager, Goldman Sachs (India)
		AlternativeInvestmentManagementPrivate
		Limited (the 'Investor').
2.	Purpose of entering into the agreement.	To record the terms and conditions of the
		investment by the Investor in BBL.
	Shareholding, if any, in the entity with whom the	The Company currently holds 95.25% of the share
3.	agreement is executed.	capital of BBIL, on a fully diluted basis.
		The Company does not hold any shareholding/
		interest in the Investor.
	Significant terms of the agreement (in brief)special rights like right to appoint directors, first	The Company is a party to the TransactionDocuments in the capacity of promoter of BBL.
	right to share subscription in case of issuance of	Accordingly, there will be no impact on its board
	shares, right to restrict any change in capital	of directors or capital structure.
	structure etc.
		The SSA, inter alia, sets out the conditions for
4.		completion of the proposed investment by the
		Investor and customary inter se representations,
		warranties and indemnity provisions. The SHA,
		sets out the inter serights and obligations
		between the parties for the management of BBL,
		including transfer restrictions and exit rights.
	Whether, the said parties are related to	The Company is the holding company of BBL. The
5.	promoter/promoter group/ group companies in	Investor is not related to the promoter/ promoter
	any manner. If yes, nature of relationship.	group / group companies of the Company 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, the Investor shall subscribe
	details of issue price, class of shares issued.	1,125Unlisted,Unsecured,Redeemable,
7.		Optionally Convertible Debentures (OCDs) at face
		value of Rs. 1,00,00,000 each of BBL for a
		consideration of Rs. 1,125 Crores.
	Anyotherdisclosuresrelatedtosuch	Please see paragraph 4 above.
	agreements, viz., details of nominee on the
8.	board of directors of the listed entity, potential
	conflictofinterestarisingoutofsuch
	agreements, etc.
	In case of termination or amendment of
	agreement, listed entity shall disclose additional
	details to the stock exchange(s):
9.	i.name of parties to the agreement;	Not applicable
	ii.nature of the agreement;
	iii.date of execution of the agreement;iv.details of amendment and impact thereof or
	reasons of termination and impact thereof.