Biocon Ltd. — Proxy Solicitation & Information Statement 2023

Oct 27, 2023

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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/AJ/2023-24/106

October 27, 2023

BIO/SECL/AJ/2023-24/106 October 27, 2023	www.biocon.com
To, The Manager BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai – 400 001	To, The Manager National Stock Exchange of India Limited Corporate Communication Department Exchange Plaza, Bandra Kurla Complex Mumbai – 400 050
Scrip Code – 532523	Scrip Symbol – Biocon

Dear Sir/ Madam,

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations”), please find enclosed herewith a copy of Notice of Postal Ballot dated October 26, 2023, seeking approval of the members for the following matter:

1. To appoint Mr. Nicholas Robert Haggar (DIN:08518863) as an Independent Director of the Company.

In compliance with MCA Circulars, the Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting is being sent only through electronic mode to those Members, whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, October 20, 2023 (“Cut-off date”). Further, communication of assent or dissent by the Members on the item of business set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.

In compliance with the provisions of Section 108 and 110 of the Companies Act, 2013 read with relevant rules made thereunder, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has engaged the services of KFin Technologies Limited to provide remote e-voting facilities to the Members, to enable them to cast their votes electronically.

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Remote E-VotingDetails	Remote E-VotingDetails
1.	Date and time of commencement of Remote e-voting	Monday, October 30, 2023 (9:00 AM IST)
2.	Date and time of conclusion of Remote e-voting	Tuesday, November 28, 2023 (5:00 PM IST)
3.	Date of declaration of Voting Results	On or before Thursday, November 30, 2023

Members holding shares in physical / Demat mode and who have not updated their email addresses with the Company / KFin Tech / Depositories are requested to update their email addresses as per the instructions given in the enclosed Notice.

The copy of the said Postal Ballot Notice is being made available on the website of the Company at www.biocon.com.

Kindly take the above on your record.

Thanking you,

Yours faithfully, For Biocon Limited

Digitally signed by MAYANK MAYANK VERMA VERMA Date: 2023.10.27 18:55:15 +05'30'

Mayank Verma Company Secretary and Compliance Officer Membership No.: ACS 18776

Encl. as above

Biocon Limited

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CIN: L24234KA1978PLC003417

Regd. Office: 20[th] KM, Hosur Road, Bengaluru – 560 100, Karnataka, India Tel: 080-2808 2808, Fax: 080-2852 3423

Website: www.biocon.com; E-mail: co.secretary@biocon.com

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POSTAL BALLOT NOTICE

[Notice Pursuant to Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Members,

Notice is hereby given to the Members of Biocon Limited (“the Company”) pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (ICSI), read with General Circulars no. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and other relevant circulars, including General Circular no. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”) and pursuant to all other applicable laws and regulations, the resolution appended below is proposed to be passed by the Members of the Company (as of the Cut-off date) through Postal Ballot by way of voting through electronic means (“Remote e-voting”). Communication of assent or dissent of the Members would take place only through the remote e-voting system. The explanatory statement pursuant to Section 102 of the Act pertaining to the proposed resolution setting out the material facts concerning the resolution and the reasons and rationale thereof is annexed hereto for your consideration.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Rules and Regulation 44 of SEBI Listing Regulations, the Company is offering facility of remote e-voting to all Members to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Limited (“KFintech”) to provide the Remote E-voting facility to its Members. Members are requested to follow the procedure as stated in the notes and instructions for casting of votes by e-voting.

The Board has appointed Mr. V. Sreedharan, (FCS 2347; CP 833) and in his absence Mr. Pradeep B Kulkarni, (FCS 7260; CP 7835) or Ms. Devika Satyanarayana (FCS 11323; CP 17024), Practicing Company Secretaries and Partners of M/s. V. Sreedharan & Associates, Company Secretaries, Bengaluru, (“the Scrutinizers”) for conducting the postal ballot and e-voting process in a fair and transparent manner.

In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The remote e-voting period commences from 9:00 a.m. (IST) on Monday, October 30, 2023 and ends at 5:00 p.m. (IST) on Tuesday, November 28, 2023. The e-voting module shall be disabled by KFintech for voting thereafter and will not be allowed beyond the said date and time. The Scrutinizer will submit his report to the Chairperson of the Company or to any other person authorized by the Chairperson upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot shall be declared on or before Thursday, November 30, 2023. The said results would be displayed at the Registered Office of the Company and would also be intimated to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website, www.biocon.com and on the website of KFintech, https://evoting.Kfintech.com.

In the event the resolution is passed by requisite majority, the date of passing the resolution shall be deemed to be on Tuesday, November 28, 2023, viz. last date specified by the Company for e-voting.

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ITEM NO. 1 - TO APPOINT MR. NICHOLAS ROBERT HAGGAR (DIN: 08518863) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), in accordance with the provisions of Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, Mr. Nicholas Robert Haggar (DIN: 08518863), who was appointed as an Additional Director (Category: Non-Executive Independent) of the Company by the Board of Directors with effect from the date of registration of his name in the Independent Director’s databank maintained by the Indian Institute of Corporate Affairs (IICA) i.e. September 01, 2023, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term commencing from September 01, 2023 till the conclusion of 48th Annual General Meeting to be held in the year 2026;

RESOLVED FURTHER THAT any Director or the Key Managerial Personnel of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient for appointment of Mr. Nicholas Robert Haggar (DIN: 08518863), as a Non-Executive Independent Director of the Company.’’

By Order of the Board of Directors For Biocon Limited Sd/-

Place: Bengaluru Date: October 26, 2023

Mayank Verma Company Secretary Membership No: ACS 18776

Registered Office: Biocon Limited

Biocon Campus, 20[th] KM, Hosur Road, Bengaluru – 560 100, Karnataka, India CIN: L24234KA1978PLC003417 Tel: 080-2808 2808, Fax: 080-2852 3423 Website: www.biocon.com

NOTES:

1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) and other applicable provisions of the Act setting out the material facts pertaining to the resolution is annexed hereto and forms part of this postal ballot notice.

2. In compliance with MCA Circulars, the Postal Ballot Notice alongwith Explanatory Statement and Instructions for e-voting is being sent only through electronic mode to those Members, whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, October 20, 2023 (“Cut-off date”). Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.

3. Members who have not registered their email IDs, are requested to register their email IDs with their depository participants in respect of shares held in electronic form and in respect of shares held in physical form, Members are requested to register / update their email IDs with the Company / RTA by submitting Form ISR-1 (available on the website of the Company at www.biocon.com) duly filled and signed along with requisite supporting documents to evoting@kfintech.com or co.secretary@biocon.com or at Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 for receiving all the communications including annual report, notices, letters etc., in electronic mode from the Company.

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1. Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.biocon.com and website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of KFin Technologies Limited at https://evoting.kfintech.com/.

Pursuant to Sections 108 and 110 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the Company is pleased to provide the facility of remote e-voting to all the Members as per applicable Regulations relating to e-voting. The Company has engaged the services of KFin Technologies Limited (“Kfintech”) to provide e-voting facility to its members. The complete instructions on e-voting facility provided by the Company are annexed to this Notice, explaining the process of e-voting.

1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, October 20, 2023 (“Cut-off date”). Members whose name appear on the Register of Members/ List of Beneficial Owners as on the Cut-off Date will only be considered for the purpose of e-voting. Person who is not a Member as on the cut-off date should treat this Notice for information purposes only. The remote e-voting period commences at 9:00 a.m. (IST) on Monday, October 30, 2023 and ends at 5:00 p.m. (IST) on Tuesday, November 28, 2023.

2. During the voting period, Members can login to KFintech’s e-voting platform any number of times till they have voted on the resolution. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

3. A Member need not use all his / her / its votes, nor does he / she / it need to cast all his / her / its votes in the same way.

4. The manner of voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under “INSTRUCTIONS AND OTHER INFORMATION RELATING TO E- VOTING” in this Notice. Members are requested to read the same carefully.

5. The Scrutinizer will submit his report to the Chairperson of the Company or to any other person authorized by the Chairperson upon completion of the scrutiny of the votes cast through remote e-voting, and the result of the voting will be announced by the Chairperson or any person duly authorized, on or before Thursday, November 30, 2023 and will also be displayed on the website of the Company i.e. www.biocon.com besides being communicated to the Stock Exchanges, and Registrar and Share Transfer Agents.

6. Resolution passed by the Members with requisite majority through postal ballot shall be deemed to have been passed on the last date specified e-voting i.e. Tuesday, November 28, 2023.

7. All the material documents referred to in the explanatory statement will be available electronically for inspection without any fees by the Members. The said documents will also be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till Tuesday, November 28, 2023.

8. SEBI has mandated furnishing of PAN, KYC details (i.e. Postal Address with Pin Code, email address, mobile number, bank account details etc.) and nomination details by holders of physical securities in prescribed forms. In view of the same, physical Shareholders are requested to submit their PAN, full KYC details and Nomination details in prescribed Form at the earliest. In terms of SEBI Circular No. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023 and amendments therein, in case any of the above cited documents/ details are not available in the Folio(s) on or after January 01, 2024, RTA shall be constrained to freeze such Folio(s). Physical Shareholders are requested to dematerialise their shareholding at the earliest, as pursuant to SEBI Circular, any investor service requests including transfer/ transmissions requests shall be processed in dematerialised mode only. Request for dematerialization can be submitted to KFintech, RTA of the Company.

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EXPLANATORY STATEMENT

PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 (“THE ACT”)

ITEM NO. 1: TO APPOINT MR. NICHOLAS ROBERT HAGGAR (DIN: 08518863) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 10, 2023, had approved the appointment of Mr. Nicholas Robert Haggar (DIN: 08518863) as an Additional Director (Category: Non-Executive, Independent Director) of the Company subject to registration of his name in the Independent Director’s databank maintained by the Indian Institute of Corporate Affairs (IICA) and accordingly, his appointment on the Board will be effective from such date.

In terms of the provisions of Sections 149 read with Schedule IV of the Companies Act, 2013, the Board of Directors of the Company at the meeting held on August 10, 2023 also approved the appointment of Mr. Nicholas Robert Haggar as an Independent Director of the Company, not liable to retire by rotation, for a term commencing from the date of registration of his name in the Independent Director’s databank till the conclusion of 48th Annual General Meeting to be held in the year 2026, subject to approval of the shareholders of the Company.

Mr. Nicholas Robert Haggar has been registered with the Independent Director’s databank on September 01, 2023 and accordingly his appointment as an Additional Director (Category: Non-Executive, Independent Director) is effective from September 01, 2023.

In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of an Independent Director at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier.

Accordingly, the appointment of Mr. Nicholas Robert Haggar on the Board as an Additional Director shall be valid only upto 3 (three) months from September 01, 2023.

The Company has also received a notice in writing pursuant to Section 160 of the Companies Act, 2013 (“the Act”) from a Member signifying intention to propose the candidature of Mr. Nicholas Robert Haggar as an Independent Director of the Company.

Mr. Nicholas Robert Haggar possesses the required skill, knowledge, and experience in the fields of Research & innovation, General Management, Finance & Risk management, Compliance & Corporate Governance, Global Healthcare, Technology & digital perspective and Scientific Knowledge and his induction on Biocon Board will immensely benefit the Company.

Mr. Nicholas Robert Haggar is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Company has received the consent and requisite declarations from Mr. Nicholas Robert Haggar as per the provisions of the Act and SEBI Listing Regulations including the declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of SEBI Listing Regulations, he has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. Further, he is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.

In the opinion of the Board, Mr. Nicholas Robert Haggar fulfils the conditions for his appointment as an Independent Director, as specified in the Companies Act, 2013 and SEBI Listing Regulations and is independent of the management.

Further, Mr. Nicholas Robert Haggar possesses the integrity, expertise, experience and proficiency for appointment as an Independent Director and is a person of high integrity and repute.

Considering his expertise and knowledge, the Board considers that the appointment of Mr. Nicholas Robert Haggar as an Independent Director of the Company will be in the interest of the Company, and hence, it

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recommends appointment of Mr. Nicholas Robert Haggar as an Independent Director of the Company, not liable to retire by rotation, for a term commencing from September 01, 2023 till the conclusion of 48th Annual General Meeting to be held in the year 2026.

Accordingly, the Board recommends the resolution as set out at Item No. 1 of this Notice for approval of the Members of the Company as a Special Resolution.

The copy of draft letter of appointment of Mr. Nicholas Robert Haggar setting out the terms and conditions of his appointment is available electronically for inspection by the Members. The same is also available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till Tuesday, November 28, 2023.

Pursuant to Regulation 36(3) of SEBI Listing Regulations and Para 1.2.5 of Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), requisite particulars of Mr. Nicholas Robert Haggar including his profile and specific areas of expertise are given in this Notice as “Annexure 1” .

Except Mr. Nicholas Robert Haggar and his relatives, no other Director(s) and Key Managerial Personnel(s) or their relatives, are in any way, concerned or interested, financially or otherwise, in this resolution.

Order of the Board of Directors For Biocon Limited Sd/-

Place: Bengaluru Date: October 26, 2023

Mayank Verma Company Secretary Membership No: ACS 18776

Registered Office: Biocon Limited

Biocon Campus, 20[th] KM, Hosur Road, Bengaluru – 560 100, Karnataka, India CIN: L24234KA1978PLC003417 Tel: 080-2808 2808, Fax: 080-2852 3423 Website: www.biocon.com

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“Annexure – 1”

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ADDITIONAL INFORMATION ON DIRECTOR SEEKING APPOINTMENT [Pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings issued ICSI]

Brief Profile of Mr. Nicholas Robert Haggar

Mr. Nicholas Robert Haggar, 58 years, has over 30 years of experience in leading and building pharmaceutical and healthcare enterprises and has been successfully guiding innovation and increasing access to medicines, with deep commitment to patients, compliance, quality and sustainability.

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As the Chief Executive Officer (CEO) of Zentiva, Mr. Haggar built a vibrant and fast-growing business facilitating 11 acquisitions (including 2 transformational in 4 years. Later, he was transitioned from CEO to Non-Executive Director of Zentiva.

Mr. Haggar has earned an MBA from Cranfield Institute, UK. During the course of 30 years of professional experience, Mr. Haggar has been associated with Ranbaxy International, Sandoz International GmbH and Chemo MabXience.

Mr. Hagger currently serves as a CEO and Founder at HealthQube Limited and as an Advisor to Insud, Formycon, Medicines for Europe and Advent International.

Other details:

Name & DIN of the Director	Mr. Nicholas Robert Haggar (DIN: 08518863)
Date of Birth & age	April 25, 1965 (58 Years)
Date of Appointment	September 01, 2023
Nature of his expertise in specific functional areas	Research & innovation, General Management, Finance & Risk management, Compliance & Corporate Governance, Global Healthcare, Technology & digital perspective and Scientific Knowledge.
Qualification	Master of Business Administration from Cranfield Institute, UK
Relationship with other Directors, Managers and KMPs	None
Directorship held in other listed entities	NIL
Membership of Committees of the Board in other listed entities	NIL
Listed entities from which he has resigned in the past 3 (three) years	NIL
Number of meetings of the Board attended during the year	-
Terms and conditions of Appointment or Re- appointment	Appointment is effective for a term commencing from September 01, 2023 till the conclusion of 48th Annual General Meeting to be held in the year 2026, not liable to retire by rotation.

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Remuneration last drawn	-
Remuneration sought to be paid	Entitled to sitting fees and remuneration for attending the meetings of the Board and / or respective Committee(s) where he is the Chairperson / Member, as the case may be, as approved by the Nomination and Remuneration Committee and the Board of Directors of the Company, from time to time, within the overall limits as per the Companies Act, 2013 and / or as approved bythe shareholders,from time to time.
Shareholding in Biocon Limited	NIL
Shareholding as a beneficial owner	-

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INSTRUCTIONS AND OTHER INFORMATION RELATING TO E-VOTING

I. Remote e-voting:

In compliance with the provisions of Section 108 of the Companies Act, 2013, read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and as per Regulation 44 of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is providing e-voting facility through KFin Technologies Limited (‘KFintech’) on the resolution set forth in this Postal Ballot Notice, to Members holding shares as on Friday, October 20, 2023, being the cut -off date fixed for determine eligible Members to participate in the remote e-voting process. The instructions for e-Voting are given herein below.

As per the SEBI circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, and as part of increasing the efficiency of the voting process, e-voting process has been enabled to all individual shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants.

Individual demat account holders would be able to cast their vote without registering again with the e-Voting service providers (ESPs) thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

Any person holding shares in physical form and non-individual shareholders, may obtain the login ID and password by sending a request at evoting@Kfintech.com. However, if he / she /it is already registered with KFintech for remote e-Voting then he /she /it can use his / her /its existing User ID and password for casting the vote.

The details of the process and manner for remote e-Voting are explained herein below:

Step 1: Login method for Individual shareholders holding securities in demat mode is given below:

NSDL

CDSL

1.User already registered for IDeAS facility: I. Visit URL:https://eservices.nsdl.com II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” IV. Click on company name or e-Voting service provider (i.e. KFintech) and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2.User not registered for IDeAS e-Services: I. To register click on link: https://eservices.nsdl.com. II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/I deasDirectReg.jsp. III. Proceed with completing the required fields. IV. Follow steps given in points 1.

1. Existing user who have opted for Easi / Easiest: I. Visit URL: https://web.cdslindia.com/myeasi/home/lo gin or URL:www.cdslindia.com II. Click on New System Myeasi III. Login with your registered user id and password. IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e- Voting portal. V. Click on e-Voting service provider name to cast your vote. 2.User not registered for Easi/Easiest: I. Option to register is available at https://web.cdslindia.com/myeasi/Registrati on/EasiRegistration II. Proceed with completing the required fields. III. Post registration is completed, follow the steps given in point 1.

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3.Alternatively by directly accessing the e-Voting website of NSDL: I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. V. Click on company name or e-Voting service provider name and you will be redirected to KFintech e-Voting website for casting your vote during the remote e- Voting period.

3.Alternatively, by directly accessing the e-Voting website of CDSL: I. Visit URL:www.cdslindia.com II. Provide your demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP, i.e. KFintechwhere the e- Voting is in progress. V. Click on company name and you will be redirected to KFintech e-voting website for casting your vote during the remote e-voting period.

Individual Shareholders (holding securities in demat mode) login through their depository participants.

• I. You can also login using the login credentials of your demat account through your demat accounts / websites of Depository Participants registered with NSDL /CDSL for e-Voting facility.

• II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

• III. Click on options available against company name or e-Voting service provider – KFintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned websites of Depositories / Depository Participants. Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Members facing any technical issue - NSDL	Members facing any technical issue - CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000.	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call the tollfree number 1800 22 55 33.

Step 2: Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• A. Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://evoting.kfintech.com.

• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 7736 followed by folio number. In case of Demat account, User

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ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e- voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v.

  • You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the EVEN i.e. 7736 for Biocon Limited and click on “Submit”.

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email sree@sreedharancs.com with a copy marked to evoting@kfintech.com and co.secretary@biocon.com. The scanned image of the abovementioned documents should be in the naming format “Corporate Name Even No.” The documents should reach the Scrutinizer on or before 5:00 pm on Tuesday, November 28, 2023.

• B. Members whose email IDs are not registered with the Company/Depository Participants(s)], will have to follow the following process:

• i. Members holding shares in physical mode and who have not registered their email address and in consequence the Postal Ballot Notice cannot be serviced, are requested to register / update their email IDs with the Company / RTA by submitting Form ISR-1 (available on the website of the Company at www.biocon.com) duly filled and signed along with requisite supporting documents. Members may also send email to einward.ris@kfintech.com mentioning their folio number to receive soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@kfintech.com / co.secretary@biocon.com.

• ii. Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register / update their e-mail address with the Depository Participant(s) with which they maintain their demat account.

• iii. Member may send an e-mail request at the email id einward.ris@kfintech.com along with scanned signed copy of the request letter providing the email address, mobile number, selfattested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions.

• iv. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

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II. OTHER INSTRUCTIONS:

• a. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or contact Mr. Suresh Babu, (Unit: Biocon Limited) of KFin Technologies Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at einward.ris@kfintech.com or evoting@kfintech.com or phone no. 040 – 6716 2222 or call toll free No. 1800-309-4001 for any further clarifications.

• b. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

• c. The remote e-voting period commences on Monday, October 30, 2023 (9:00 AM IST) and ends on Tuesday, November 28, 2023 (5:00 PM IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, October 20, 2023, may cast their votes electronically. Any person who is not a member as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the members, the members shall not be allowed to change it subsequently.

• d. The voting rights of members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, October 20, 2023.

• e. Any Member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFintech in the manner as mentioned below:

• i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

• Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890

• ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

• iii. Member may call KFintech toll free number 1800-309-4001 for any assistance.

• iv. Member may send an e-mail request to evoting@kfintech.com.

The Board has appointed Mr. V. Sreedharan, (FCS 2347; CP 833) and in his absence Mr. Pradeep B Kulkarni, (FCS 7260; CP 7835) or Ms. Devika Satyanarayana (FCS 11323; CP 17024), Practicing Company Secretaries and Partners of M/s. V. Sreedharan & Associates, Company Secretaries, Bengaluru, (“the Scrutinizers”) for conducting the postal ballot and e-voting process in a fair and transparent manner.

The Scrutinizer’s shall submit a Report after the completion of scrutiny of votes cast through e-voting. The Chairperson or a person authorised by him in writing shall declare the result of voting forthwith.

In the event the resolution is passed by requisite majority, the date of passing the resolution shall be deemed to be Tuesday, November 28, 2023, viz. last date specified by the Company e-voting.

The results of the e-voting along with the scrutinizer’s report shall be communicated on or before Thursday, November 30, 2023 to the BSE Limited and National Stock Exchange of India Limited, where the shares of the company are listed and shall be placed on the Company’s website www.biocon.com and on the website of Kfintech (https://evoting.kfintech.com) immediately after the result is declared by the Chairperson or any other person authorised by the Chairperson.

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