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Biocon Ltd. AGM Information 2025

Dec 31, 2025

61176_rns_2025-12-31_286b4a70-8746-472f-b19b-a2cf59b9d6bc.pdf

AGM Information

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Biocon Limited 20th KM, Hosur Road Electronic City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN : L24234KA1978PLC003417

www.biocon.com

BIO/SECL/TG/2025-26/148

December 31, 2025

December 31, 2025
To,
The Secretary
BSE Limited
Department of Corporate Services
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai – 400 001
To,
The Secretary
National Stock Exchange of India Limited
Corporate Communication Department
Exchange Plaza, Bandra Kurla Complex
Mumbai – 400 050
Scrip Code – 532523 Scrip Symbol - Biocon

Subject: Proceedings of the Extra-Ordinary General Meeting of the Company

Dear Sir/Madam,

We wish to inform you that an Extra-Ordinary General Meeting (‘EGM’) of the Company was held on Wednesday, December 31, 2025 through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), to transact the businesses as stated in the Notice of EGM dated December 06, 2025.

In this regard, please find enclosed the proceedings of the EGM pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The same is also made available on the Company’s website at www.biocon.com.

Request you to kindly take this intimation on record and acknowledge.

Thanking you,

Yours faithfully,

For Biocon Limited

RAJESH Digitally signed by RAJESH UMAKANT UMAKANT SHANOY Date: 2025.12.31 SHANOY 18:04:18 +05'30'


Rajesh U. Shanoy

Company Secretary and Compliance officer ICSI Membership Number: A16328

Enclosed: Proceedings of the EGM

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PROCEEDINGS OF THE EXTRA-ORDINARY GENERAL MEETING (‘EGM’) OF BIOCON LIMITED HELD ON WEDNESDAY, DECEMBER 31, 2025 AT 2:30 PM (IST) THROUGH VIDEO CONFERENCING / OTHER AUDIO-VISUAL MEANS

An Extra-Ordinary General Meeting of Biocon Limited (‘the Company’) was held on Wednesday, December 31, 2025 at 2:30 PM (IST) through video conferencing (‘VC’) or other audio-visual means (‘OAVM’), in compliance with General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being General Circular no. 03/2025 dated September 22, 2025 (‘MCA circulars’) issued by the Ministry of Corporate Affairs (‘MCA’), Government of India and applicable provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015’) and all other applicable laws. The deemed venue for the meeting was the registered office of the Company at 20[th] KM, Hosur Road, Electronic City, Bengaluru, 560 100, Karnataka, India.

MEMBERS PRESENT:

63 Members were present at the meeting through video conferencing or other audio-visual means.

DIRECTORS PRESENT THROUGH VIDEO CONFERENCING:

S. No. Name of the Director Designation Location for VC
1. Ms. Kiran Mazumdar-Shaw Executive Chairperson Coonoor, India
2. Mr. Siddharth Mittal Managing Director and CEO Bengaluru, India
3. Prof. Ravi Rasendra
Mazumdar
Non-Executive Director Los Angeles,
United States of
America
4. Mr. Eric Vivek Mazumdar Non-Executive Director Los Angeles,
United States of
America
5. Mr. Atul Dhawan Independent Director Gurgaon, India
6. Mr. Bobby Kanubhai Parikh Independent
Director
and
Chairperson
of
the
Audit
Committee and Risk Management
Committee
Mumbai, India
7. Ms. Naina Lal Kidwai Independent
Director
and
Chairperson of the Nomination
and Remuneration Committee
and
Corporate
Social
Responsibility & ESG Committee
New Delhi, India
8. Ms. Rekha Mehrotra Menon Independent
Director
and
Chairperson of the Stakeholders
Relationship Committee
Coonoor, India

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S. No. Name of the Director Designation Location for VC
9. Mr. Nicholas Robert Haggar Independent Director London, United
Kingdom

KEY MANAGERIAL PERSONNEL (KMP):

S. No. Name of the KMP Designation Location for VC
1. Mr. Mukesh Kamath Interim Chief Financial Officer Bengaluru, India
2. Mr. Rajesh U. Shanoy Company
Secretary
and
Compliance Officer

BY INVITATION:

S. No. Name of the Officials Designation Location for VC
1. Mr. Shreehas Tambe Managing Director and Chief
Executive
Officer,
Biocon
Biologics Limited, an unlisted
material
subsidiary
of
the
Company
New Jersey,
United States of
America
2. Mr. Kedar Narayan Upadhye Chief Financial Officer, Biocon
Biologics Limited
Bengaluru, India
3. Mr. Debabrata Ojha Partner, B S R & Co. LLP,
Chartered Accountants,
Statutory Auditors
Bengaluru, India
Mr. Sanket Bhuwania Associate Director, B S R & Co.
LLP, Chartered Accountants,
Statutory Auditors
4. Mr. Pradeep Kulkarni Partner,
V
Sreedharan
&
Associates, Company Secretaries,
Secretarial Auditors and Scrutinizer
for e-Voting
Bengaluru, India

Ms. Kiran Mazumdar-Shaw, Executive Chairperson, was in the Chair of the Meeting. The Chairperson welcomed all the Members, Directors and other invitees to the EGM of the Company. At the commencement of the Meeting, the Chairperson introduced the Director(s) and Key Managerial Personnel(s) present at the Meeting.

The participation of Members through video conference was reckoned for the purpose of quorum as per the MCA circulars. The requisite quorum was present through video conference to conduct the proceedings of the Meeting and the Chairperson called the Meeting to order.

The Chairperson informed that Notice of the EGM along with the Explanatory Statement thereto have been emailed to all the Members whose email-ID was registered with the Company/ Registrar and Share Transfer Agents (‘RTA’) or with Depository Participants (‘DPs’) within the statutory time period. With the consent of the Members present, the Notice convening the EGM was taken as read. There were 6

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(six) resolutions placed before the Meeting and the Chairperson ordered e-voting during the EGM on all the 6 (six) resolutions.

The Chairperson requested Mr. Rajesh U. Shanoy, Company Secretary, to provide general instructions to the Members regarding the voting process and brief the resolutions to be passed at the Meeting.

The Company Secretary informed the Members that the EGM was being held through video conference in accordance with the circulars of MCA and Securities and Exchange Board of India (‘SEBI’). He stated that the following resolutions were proposed for approval of the Members at the Meeting:

Special Business:

  1. Increase in the Authorised Share Capital of the Company and consequential amendment to the Memorandum of Association of the Company - Ordinary Resolution;

  2. Increase in the limits for making investments / extending loans and giving guarantees or providing securities in connection with loans to Persons / Bodies Corporate under Section 186 of the Companies Act, 2013 - Special Resolution;

  3. Issuance of Equity Shares of the Company on Preferential basis for consideration other than cash - Special Resolution;

  4. Raising of funds in one or more tranches by issuance of equity shares and/or other securities - Special Resolution;

  5. Grant of special rights to Investors in compliance with applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Special Resolution;

  6. Material Related Party Transactions to be entered into between the Company and Mylan Inc.; a related party of Biocon Biologics Limited, an unlisted material subsidiary of the Company - Ordinary Resolution.

The Company Secretary stated that in compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e-voting facility to all the Members as on the cut-off date i.e. Wednesday, December 24, 2025, to cast the votes on all resolutions as set forth in the EGM Notice from Friday, December 26, 2025 (9:00 AM IST) to Tuesday, December 30, 2025 (5:00 PM IST) (both days inclusive). Further, Members, who had not participated in remote e-voting process were provided an option to cast their vote on all resolutions as set forth in the Notice of EGM through e-voting facility of KFin Technologies Limited, RTA of the Company as made available during the Meeting.

The Company Secretary further informed the Members that the combined results of remote e-voting and e-voting during the EGM along with the Scrutinizer’s report shall be intimated to the Stock Exchanges within 2 (two) working days from the conclusion of EGM and the same shall be made available on the Company’s website (www.biocon.com) and the website of Company’s RTA, KFin Technologies Limited.

The Company Secretary informed that all the documents referred to in the EGM Notice and the Explanatory Statement thereto had been made available electronically for inspection by the Members during the EGM. Further, Members who wished to seek inspection of such documents were required to

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send their request at [email protected]. As the Meeting was being held through video conference, the facility for appointment of proxies by the Members was not applicable and, hence, the proxy register was not available for inspection.

Thereafter, the Company Secretary requested the Chairperson to address the Members.

The Chairperson briefed the Members about the rationale of the resolutions proposed for approval of the Members at the EGM.

The Company Secretary informed that few Members have registered themselves as speakers at the Meeting. Accordingly, the floor was made open for those Members to ask questions or express their views. The moderator facilitated the session when the Chairperson opened the floor for discussion on all resolutions as set out in the Notice of EGM. The Chairperson clarified all the queries of the Members.

The meeting concluded at 3:29 PM (IST) (including the time allowed for e-voting at the EGM) with a vote of thanks to the Chair, Directors, Invitees and the Members.

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