Biocon Ltd. — AGM Information 2025

Aug 8, 2025

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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/2025-26/73

August 08, 2025

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

Subject: Proceedings of the 47[th] Annual General Meeting (‘AGM’) of the Company.

Dear Sir/Madam,

We wish to inform you that the 47[th] Annual General Meeting (“AGM”) of the Company was held on Friday, August 08, 2025 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the businesses as stated in the AGM Notice dated June 26, 2025.

In this regard, please find attached the summary of the proceedings of the 47[th] AGM 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 (‘SEBI Listing Regulations’).

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

EKTA Digitally signed by EKTA AGARWAL AGARWAL Date: 2025.08.08 18:31:50 +05'30'

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Ekta Agarwal Interim Company Secretary and Compliance Officer Membership No.: FCS 11388

Enclosed: Proceedings of the 47[th] AGM.

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PROCEEDINGS OF THE 47[TH] ANNUAL GENERAL MEETING (‘AGM’) OF BIOCON LIMITED HELD ON FRIDAY, AUGUST 08, 2025 AT 3:30 PM (IST) THROUGH VIDEO CONFERENCING / OTHER AUDIO-VISUAL MEANS.

The 47[th] Annual General Meeting of Biocon Limited (‘the Company’) was held on Friday, August 08, 2025 at 3:30 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, Circular No. 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being General Circular no. 09/2024 dated September 19, 2024 (‘MCA circulars’) issued by the Ministry of Corporate Affairs (‘MCA’), Government of India and applicable provisions of the Companies Act, 2013 (‘the Act’) and SEBI (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 20th KM, Hosur Road, Electronic City, Bengaluru, 560 100, Karnataka, India.

MEMBERS’ PRESENT

65 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		Biocon Campus,
2.	Mr. Siddharth Mittal	Managing Director and CEO		Bengaluru, India
		Non-Executive Director	and
3.	Prof. Ravi Rasendra Mazumdar	Chairpersonof	the
		StakeholdersRelationship
		Committee
4.	Mr. Eric Vivek Mazumdar	Non-Executive Director
5.	Mr. Atul Dhawan	Independent Director
		IndependentDirector	and
6.	Mr. Bobby Kanubhai Parikh	ChairpersonoftheCommitteeand	AuditRisk	Bengaluru, India
		Management Committee
		IndependentDirector	and
		Chairperson of the Nomination
		and Remuneration Committee
7.	Ms. Naina Lal Kidwai
		andCorporate	Social
		Responsibility&	ESG
		Committee
8.	Ms. Rekha Mehrotra Menon	Independent Director		Kolkata, India
9.	Mr. Nicholas Robert Haggar	Independent Director		London, UnitedKingdom

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KEY MANAGERIAL PERSONNEL (KMP):

S. No.	Name of the KMP	Designation	Location for VC
1.	Mr. Mukesh Kamath	Interim Chief Financial Officer	Biocon Campus,Bengaluru, India
2.	Ms. Ekta Agarwal	Interim Company Secretary andCompliance Officer

BY INVITATION:

	INVITATION:	INVITATION:
S	. No.	Name of the O
			fficials		Desig	nation			Locatio	n for VC
					Partn	er, B S R & Co.	LLP,
		Mr. Debabrata	Ojha		Chart	ered Accounta	nts,
	1.				Statu	tory Auditors			Bengalu	ru, India
					Asso	ciate Director,	B S R & Co.
		Mr. Sanket Bh	uwania		LLP,S	Chartered AccoAdi	untants,
					tatu	tory utors
					Partn	er,VSre	edharan	&
	2.	Mr. Pradeep K	ulkarni		AssocSecre	iates, Compantarial Auditors	y Secretand Scruti	ries,izer	Bengalu	ru, India
					for e-Voting

Ms. Kiran Mazumdar Shaw, Executive Chairperson of the Company welcomed all the Members, Directors and other invitees to the 47[th] AGM 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 being reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. 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 47[th] AGM along with the copies of the audited financial statements for the financial year ended March 31, 2025 together with the directors’ and auditors’ report have been emailed to all the Members whose email IDs are registered with the Company/ Registrar and Share Transfer Agents (‘RTA’) or with Depository Participants (‘DPs’) within the statutory time period. Further, the Company has sent letter containing the web-link along with the path and QR Code to access the Notice of the 47[th] AGM and Integrated Annual Report of the Company for financial year 2024-25, to those Members who have not registered their email IDs with the Company/ RTA or with the DPs. There were 18 (eighteen) resolutions placed before the meeting and the Chairperson ordered a poll (Insta poll) on all the 18 (eighteen) resolutions.

The Chairperson requested the Scrutinizer to conduct the poll process in a fair and transparent manner and submit the scrutinizer’s report within stipulated timeline.

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The Chairperson requested Ms. Ekta Agarwal, Interim Company Secretary, to provide general instructions to the Members regarding poll process and brief of on resolutions to be passed at the meeting.

Ms. Ekta Agarwal informed the Members that the 47[th] AGM was being held through video conference in accordance with the Companies Act, 2013 and circulars issued by the MCA and SEBI. 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. Friday, August 01, 2025, to cast the votes on all resolutions as set forth in the AGM Notice from Sunday, August 03, 2025 (9:00 AM IST) to Thursday, August 07, 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 AGM Notice through Insta-poll facility of KFin Technologies Limited, Registrar and Share Transfer Agents (‘RTA’) of the Company as made available during the meeting.

Ms. Ekta Agarwal further informed the Members that the combined results of remote e-voting and Insta- poll along with the scrutinizer’s report shall be intimated to the Stock Exchanges within 2 (two) working days from the conclusion of AGM 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 statutory registers and relevant documents had been made available electronically for inspection by the Members during the AGM. Further, Members who wished to seek inspection of such documents were required to send their request at co.secretary@biocon.com. 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 for inspection was not available.

It was further informed that the Statutory Auditors, Messers B S R & Co. LLP and Secretarial Auditors, Messers V. Sreedharan & Associates have expressed unqualified opinion on their respective reports for the financial year 2024-25.

With the consent of the Members present, the Notice convening the 47[th] AGM and the Auditors’ Report for the financial year ended March 31, 2025 were taken as read. Thereafter, the Interim Company Secretary requested the Chairperson to address the Members.

The Chairperson delivered her speech on business operations and financial performance of the Biocon Group for the financial year ended March 31, 2025.

The Interim 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 AGM Notice and/or on the Integrated Annual Report for the financial year 2024-25. The Chairperson clarified all the Members’ queries.

Thereafter, the following items of businesses, as per the Notice of AGM were transacted at the meeting.

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Ordinary Business:

1. Adoption of the Audited Financial Statements (including audited consolidated financial statements) of the Company for the Financial Year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon - Ordinary Resolution;

2. To appoint Prof. Ravi Rasendra Mazumdar (DIN: 00109213) as Director, liable to retire by rotation, and being eligible, offers himself for re-appointment - Ordinary Resolution;

3. To declare a final dividend of 10% i.e. Re. 0.50/- per equity share for the Financial Year ended March 31, 2025 - Ordinary Resolution.

Special Business:

1. To re-appoint Naina Lal Kidwai (DIN: 00017806) as an Independent Director of the Company – Special Resolution;

2. To approve the payment of remuneration to Directors in case of absence / inadequate profits - Special Resolution;

3. To approve material related party transactions between Biocon Biologics Limited and Biosimilars Newco Limited, being direct and indirect subsidiaries of the Company - Ordinary Resolution;

4. To approve material related party transactions between Biocon Biologics UK Limited and Biosimilars Newco Limited, being indirect subsidiaries of the Company - Ordinary Resolution;

5. To approve material related party transactions between Biocon Sdn. Bhd. and Biosimilars Newco Limited, being indirect subsidiaries of the Company – Ordinary Resolution;

6. To approve material related party transactions between Biosimilars Newco Limited and Biocon Biologics Inc, USA, being indirect subsidiaries of the Company – Ordinary Resolution;

7. To approve material related party transactions between Biosimilar Collaborations Ireland Limited and Biocon Biologics Germany, GmBH, being indirect subsidiaries of the Company – Ordinary Resolution;

8. To approve material related party transactions between Biocon Biologics Limited and Biocon Biologics UK Limited, being direct and indirect subsidiaries of the Company – Ordinary Resolution;

9. To approve material related party transactions between Biosimilars Newco Limited and Biosimilar Collaborations Ireland Limited, being indirect subsidiaries of the Company – Ordinary Resolution;

10. To approve material related party transactions between Biocon Sdn. Bhd. and Biocon Biologics Global PLC, being indirect subsidiaries of the Company – Ordinary Resolution;

11. To approve material related party transactions between Biocon Biologics Global PLC and Biocon Biologics Inc, USA, being indirect subsidiaries of the Company – Ordinary Resolution;

12. To approve material related party transactions between Biocon Biologics Limited and Biosimilar Collaborations Ireland Limited, being direct and indirect subsidiaries of the Company – Ordinary Resolution;

13. To approve increase in the limits applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to persons / bodies corporate – Special Resolution;

14. To approve the appointment of Secretarial Auditors of the Company – Ordinary Resolution;

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1. To ratify the remuneration of Cost Auditors for the Financial Year 2025-26 – Ordinary Resolution.

After all the agenda items were duly taken up, the meeting concluded at 4:56 PM (IST) (including the time allowed for Insta Poll) with a vote of thanks to the Chair, Directors, Invitees and the Members.