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Biocon Ltd. Proxy Solicitation & Information Statement 2026

May 29, 2026

61176_rns_2026-05-29_878948e8-d79d-45ac-91ac-aec3dc42a4f9.pdf

Proxy Solicitation & Information Statement

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Biocon

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/2026-27/28

May 29, 2026

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 – 400 051
Scrip Code – 532523 Scrip Symbol – BIOCON

Dear Sir/ Madam,

Sub: Corrigendum to the Postal Ballot Notice dated May 07, 2026

This is further to our earlier communication regarding issuance of Postal Ballot Notice dated May 07, 2026 ("Notice") to the Members on May 08, 2026, seeking their approval on certain special businesses as specified therein through postal ballot by way of voting through electronic means ("Remote e-voting") which commenced on Saturday, May 09, 2026, 9:00 a.m. (IST) and shall end on Sunday, June 07, 2026, 5:00 p.m. (IST).

Subsequent to the despatch of the Postal Ballot Notice along with the explanatory statement thereto to the Members as aforesaid and pursuant to the applications filed by the Company for obtaining in-principle approval of National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (NSE and BSE, collectively as the "Stock Exchanges") in accordance with the requirements of Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), as amended, in respect of the Item No. 3 of the Postal Ballot Notice i.e. Issuance of equity shares of the Company on preferential basis for consideration other than cash ("Preferential Issue"), the Stock Exchanges have advised the Company to provide the required clarification/information in respect of the Preferential Issue, by way of a Corrigendum to the Postal Ballot Notice.

In compliance with MCA Circulars, the Corrigendum has been sent in electronic mode only to those Members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members/ List of Beneficial Owners maintained by the Depositories as on Friday, May 01, 2026 ("Cut-off date").

The Corrigendum should be read in continuation of and in conjunction with the Postal Ballot Notice and shall form an integral part of the Postal Ballot Notice. All other contents of the Postal Ballot Notice shall remain unchanged, expect to the extent as modified by the Corrigendum.

Biocon

A copy of the said Corrigendum is enclosed herewith and the same is available on the Company's website at www.biocon.com.

We request you to kindly take this on your record.

Thanking you,

Yours faithfully,

For Biocon Limited

RAJESH
UMAKANT
SHANOY

Digitally signed by
RAJESH UMAKANT
SHANOY
Date: 2026.05.29
21:07:22 +05'30'

Rajesh U. Shanoy
Company Secretary and Compliance Officer
ICSI Membership Number: A16328

Encl.: as above

Biocon

BIOCON LIMITED

CIN: L24234KA1978PLC003417

Regd. Office: 20th KM, Hosur Road, Electronic City, Bengaluru – 560 100, Karnataka, India

Tel: 080-2808 2808, Fax: 080-2852 3423

Website: www.biocon.com; E-mail: [email protected]

CORRIGENDUM TO POSTAL BALLOT NOTICE DATED MAY 07, 2026

Dear Members,

Biocon Limited (“the Company”) had issued a Postal Ballot Notice dated May 07, 2026 on May 08, 2026 through electronic mode, pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India and other applicable laws, to its Members for seeking their approval on certain special businesses as specified therein through postal ballot by way of voting through electronic means (“Remote e-voting”).

The Postal Ballot Notice was sent 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, May 01, 2026 (“Cut-off date”).

The remote e-voting period commenced from 9:00 a.m. (IST) on Saturday, May 09, 2026 and shall end at 5:00 p.m. (IST) on Sunday, June 07, 2026.

Subsequent to the despatch of the Postal Ballot Notice along with the explanatory statement thereto to the Members of the Company on May 08, 2026 as aforesaid and pursuant to the applications filed by the Company for obtaining in-principle approval of National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (NSE and BSE, collectively as the “Stock Exchanges”) in accordance with the requirements of Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), as amended, in respect of the Item No. 3 of the Postal Ballot Notice i.e. Issuance of equity shares of the Company on preferential basis for consideration other than cash (“Preferential Issue”), the Stock Exchanges have advised the Company to provide the required clarification/information in respect of the Preferential Issue, by way of a Corrigendum to the Postal Ballot Notice.

Accordingly, there has been a minor change in the floor price and corresponding change in the issue price, swap ratio as well as the number of shares proposed to be issued by the Company. The revised particulars are as follows:

Particulars Details
90 (ninety) trading days’ volume weighted average price (“VWAP”) of the Equity Shares quoted on the recognised stock exchange* preceding the Relevant Date Rs. 373.08 per Equity Share
10 (ten) trading days’ VWAP of the Equity Shares quoted on the recognised stock exchange* preceding the Relevant Date Rs. 368.07 per Equity Share
Floor price Rs. 373.08 per Equity Share

Biocon

Number of equity shares to be issued by the Company 87,86,362
Issue Price Rs. 376.41 per Equity Share (including premium of Rs. 371.41 per Equity Share)
Swap Ratio 0.76159 (The Company intends to issue 76.159 Equity Shares of the Company for every 100 Equity Shares of Biocon Biologics Limited).

*The recognised stock exchange is National Stock Exchange of India Limited ("NSE")

The Company has obtained revised Valuation Report dated May 27, 2026 covering calculation of floor price per share as per the methodology advised by the Stock Exchanges.

In this regard, this Corrigendum is being issued in continuation to the said Postal Ballot Notice dated May 07, 2026 together with the Explanatory Statement thereof and the same shall be deemed to form an integral part of and shall always be read in conjunction with the Postal Ballot Notice dated May 07, 2026, covering below update. Capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Postal Ballot Notice and the Explanatory Statement thereof.

The following points of item no. 3 to the explanatory statement are being replaced as follows:

  1. Details of the proposed allottees and class or classes of persons to whom the allotment is proposed to be made, number of equity shares of the Company to be issued and allotted to them and the percentage of post preferential issue capital that may be held by the Proposed Allottees:
S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
1 ABHIJIT ZUTSHI 3,23,810 Non-Promoter Non-Promoter 9.28 2,46,610 0.03
2 ADITYA DHAMDHARE 11,136 Non-Promoter Non-Promoter 0.32 8,481 0.01
3 AGRAHARA NARASIMHAMURTHY SUMAN 14,989 Non-Promoter Non-Promoter 0.43 11,415 0.00
4 AJIT MANOCHA 9,569 Non-Promoter Non-Promoter 0.27 7,287 0.00

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
5 AKHILESH NAND 4,33,438 Non-Promoter Non-Promoter 12.43 3,30,102 0.03
6 AKRAM YOUSEF 9,212 Non-Promoter Non-Promoter 0.26 7,015 0.00
7 AKUNDI VENKATA SRIRAM 1,14,285 Non-Promoter Non-Promoter 3.28 87,038 0.02
8 ALEKS ALACAHAN 14,032 Non-Promoter Non-Promoter 0.40 10,686 0.00
9 ALOK MEHROTRA 7,290 Non-Promoter Non-Promoter 0.21 5,551 0.00
10 AMIR MAHER IBRAHIM 41,297 Non-Promoter Non-Promoter 1.18 31,451 0.00
11 AMIT MALIK 10,511 Non-Promoter Non-Promoter 0.30 8,005 0.00
12 ANIL K 10,206 Non-Promoter Non-Promoter 0.29 7,772 0.00
13 ANIL SACHDEVA 8,016 Non-Promoter Non-Promoter 0.23 6,104 0.00
14 ANITA KRISHNAN 24,874 Non-Promoter Non-Promoter 0.71 18,943 0.00
15 ANKUR BHATNAGAR 82,345 Non-Promoter Non-Promoter 2.36 62,713 0.01
16 ANOOP RAJASHEKAR 49,982 Non-Promoter Non-Promoter 1.43 38,065 0.00
17 ANUJ GOEL 3,02,466 Non-Promoter Non-Promoter 8.67 2,30,355 0.04
18 ARINDAM DATTA 29,462 Non-Promoter Non-Promoter 0.84 22,437 0.00
19 ARJUN SUNIL MAKHECHA 10,000 Non-Promoter Non-Promoter 0.29 7,615 0.00
20 ARLENE WOLNY 34,942 Non-Promoter Non-Promoter 1.00 26,611 0.00
21 ARSHAD JAMIL 1,41,805 Non-Promoter Non-Promoter 4.07 1,07,997 0.01
22 ARTHUR KIRAN AUGUSTINE 35,715 Non-Promoter Non-Promoter 1.02 27,200 0.01
23 ARUN SURESH CHANDAVARKAR 6,00,000 Non-Promoter Non-Promoter 17.20 4,56,954 0.84

3

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
24 ATUL DHINGRA 15,051 Non-Promoter Non-Promoter 0.43 11,462 0.00
25 BALA MANIAN 25,000 Non-Promoter Non-Promoter 0.72 19,039 0.00
26 BASKAR DINESH 52,360 Non-Promoter Non-Promoter 1.50 39,876 0.00
27 BISWAJIT BANERJIEE 16,819 Non-Promoter Non-Promoter 0.48 12,809 0.00
28 BOBBY KANUBHAI PARIKH 50,000 Non-Promoter Non-Promoter 1.43 38,079 0.00
29 BULLIRAJU EDUPUGANTI 38,082 Non-Promoter Non-Promoter 1.09 29,002 0.00
30 CHELLA PANDIAN PITCHAI 7,988 Non-Promoter Non-Promoter 0.23 6,083 0.00
31 CHINAPPA MUCKATIRA BHEMAIAH 3,33,461 Non-Promoter Non-Promoter 9.56 2,53,960 0.02
32 COZETTE MARIE MCAVOY 35,282 Non-Promoter Non-Promoter 1.01 26,870 0.00
33 DEERAJ NEELANATH 9,492 Non-Promoter Non-Promoter 0.27 7,229 0.00
34 DHRUV TANEJA 74,143 Non-Promoter Non-Promoter 2.13 56,466 0.01
35 DOUGLAS JACINTO FERNANDES 56,046 Non-Promoter Non-Promoter 1.61 42,684 0.00
36 DWIGHT DOUGLAS HANSHEW JR 17,791 Non-Promoter Non-Promoter 0.51 13,549 0.00
37 ELANGO SRINIVASAN MINNOOR 29,648 Non-Promoter Non-Promoter 0.85 22,579 0.00
38 GANESHREDDY DEGHALHAL 3,24,431 Non-Promoter Non-Promoter 9.30 2,47,083 0.02
39 GANGADHARAMENO N RADHAKRISHNAN 11,562 Non-Promoter Non-Promoter 0.33 8,805 0.01
40 GARY DEAN 16,912 Non-Promoter Non-Promoter 0.48 12,880 0.00
41 GAYATRI K NAYAK 10,311 Non-Promoter Non-Promoter 0.30 7,852 0.00
  • Proposed allottees will be included in the Company's final estimate

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
42 GOVINDAPPA NAGARAJA 13,573 Non-Promoter Non-Promoter 0.39 10,337 0.00
43 HARISH V PAI 21,302 Non-Promoter Non-Promoter 0.61 16,223 0.01
44 JAYASHREE AIYAR 18,580 Non-Promoter Non-Promoter 0.53 14,150 0.00
45 JEFFREY NOAH 11,052 Non-Promoter Non-Promoter 0.32 8,417 0.00
46 JOSEPH CERVINO 16,818 Non-Promoter Non-Promoter 0.48 12,808 0.00
47 JOSHUA SALSI 55,126 Non-Promoter Non-Promoter 1.58 41,983 0.00
48 JOZEF BELCIK 30,000 Non-Promoter Non-Promoter 0.86 22,847 0.00
49 JULIE LAWSON 7,949 Non-Promoter Non-Promoter 0.23 6,053 0.00
50 KANTELIS IOANNIS 6,405 Non-Promoter Non-Promoter 0.18 4,877 0.00
51 KARTHIK RAMANI 77,945 Non-Promoter Non-Promoter 2.23 59,362 0.00
52 KARTHIK SUNDARA MOORTHY 15,667 Non-Promoter Non-Promoter 0.45 11,931 0.00
53 KATHLEEN BLANCHARD 28,645 Non-Promoter Non-Promoter 0.82 21,815 0.00
54 KATHLEEN SKOGLUND 28,019 Non-Promoter Non-Promoter 0.80 21,338 0.00
55 KAUSHAL BHUJANG SHETTY 40,782 Non-Promoter Non-Promoter 1.17 31,059 0.00
56 KEDAR NARAYAN UPADHYE 3,65,631 Non-Promoter Non-Promoter 10.48 2,78,460 0.02
57 M S RAMAKRISHNAN 23,380 Non-Promoter Non-Promoter 0.67 17,805 0.02
58 MAHESH GOWRISHANKARA 15,911 Non-Promoter Non-Promoter 0.46 12,117 0.00
59 MAHESH HEJJAJI VIJENDRA MURTHY 10,651 Non-Promoter Non-Promoter 0.31 8,111 0.00
60 MANDAR SHRIKANT GHATNEKAR 2,17,956 Non-Promoter Non-Promoter 6.25 1,65,993 0.01

5

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
61 MANEESH HARSHMOHAN GHILDYAL 88,632 Non-Promoter Non-Promoter 2.54 67,501 0.01
62 MARY HARNEY 50,000 Non-Promoter Non-Promoter 1.43 38,079 0.00
63 MATTHEW EDWARD ERICK 2,90,285 Non-Promoter Non-Promoter 8.32 2,21,078 0.01
64 MAYANK DIXIT 8,829 Non-Promoter Non-Promoter 0.25 6,724 0.00
65 MILAN CERNEK 27,721 Non-Promoter Non-Promoter 0.79 21,112 0.00
66 MILIND KIRIT DALAL 1,08,411 Non-Promoter Non-Promoter 3.11 82,564 0.01
67 MUKESH KAMATH 36,438 Non-Promoter Non-Promoter 1.04 27,750 0.01
68 NAGARAJAN BALASUBRAMANIAN 10,000 Non-Promoter Non-Promoter 0.29 7,615 0.00
69 NAGARAJAN D 11,020 Non-Promoter Non-Promoter 0.32 8,392 0.00
70 NAMRATA V GUJRAN 19,463 Non-Promoter Non-Promoter 0.56 14,822 0.00
71 NAVEEN NARAYANAN 3,51,173 Non-Promoter Non-Promoter 10.07 2,67,449 0.02
72 NICHOLAS BORGIA 8,205 Non-Promoter Non-Promoter 0.24 6,248 0.00
73 NILANJAN SENGUPTA 18,918 Non-Promoter Non-Promoter 0.54 14,407 0.00
74 NITIN SOPANRAO PATIL 16,817 Non-Promoter Non-Promoter 0.48 12,807 0.00
75 PAUL FREDERICK BLACKBURN 25,000 Non-Promoter Non-Promoter 0.72 19,039 0.00
76 PAUL HARMON 43,808 Non-Promoter Non-Promoter 1.26 33,363 0.00
77 PAUL V THOMAS 3,66,429 Non-Promoter Non-Promoter 10.50 2,79,068 0.02
78 PETER FIELDS 5,209 Non-Promoter Non-Promoter 0.15 3,967 0.00
  • Proposed allottees will be included in the Company's final estimate

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
79 PREETI THUKRAL 14,286 Non-Promoter Non-Promoter 0.41 10,880 0.00
80 PURUSHOTTAM SHASHIKANT SINGNURKAR 9,568 Non-Promoter Non-Promoter 0.27 7,286 0.00
81 RAHUL KAPUR 11,254 Non-Promoter Non-Promoter 0.32 8,570 0.00
82 RAHUL AGRAWAL 44,084 Non-Promoter Non-Promoter 1.26 33,573 0.00
83 RAHUL MAHENDRA BHALGAT 76,101 Non-Promoter Non-Promoter 2.18 57,957 0.00
84 RAJA SEKHAR REDDY VANGA 1,12,267 Non-Promoter Non-Promoter 3.22 85,501 0.01
85 RAJESWARI 7,007 Non-Promoter Non-Promoter 0.20 5,336 0.00
86 RAKESH KUMAR BHASIN 22,879 Non-Promoter Non-Promoter 0.66 17,424 0.01
87 RANEETH REGHU 11,437 Non-Promoter Non-Promoter 0.33 8,710 0.00
88 RAVI RASENDRA MAZUMDAR 75,000 Promoter Group Promoter Group 2.15 57,119 0.33
89 RAVIRAJ SHETTY V 11,728 Non-Promoter Non-Promoter 0.34 8,931 0.00
90 RHONDA DUFFY 1,43,887 Non-Promoter Non-Promoter 4.12 1,09,582 0.01
91 RSHMI VERMA 20,000 Non-Promoter Non-Promoter 0.57 15,231 0.00
92 RUSSELL WALLS 50,000 Non-Promoter Non-Promoter 1.43 38,079 0.00
93 SAGAR SATYANARAYAN ZAWAR 10,439 Non-Promoter Non-Promoter 0.30 7,950 0.00
94 SAMPATH KUMAR PARTHASARATHY 24,554 Non-Promoter Non-Promoter 0.70 18,700 0.00
95 SANDEEP VISHWANATH KAMATH 9,362 Non-Promoter Non-Promoter 0.27 7,130 0.00

7

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
96 SANTOSH GOVIND KATTI 1,41,006 Non-Promoter Non-Promoter 4.04 1,07,388 0.01
97 SAURABH GARG 14,086 Non-Promoter Non-Promoter 0.40 10,727 0.00
98 SAURABH NARAIN 16,193 Non-Promoter Non-Promoter 0.46 12,332 0.00
99 SEEMA SHAH AHUJA 1,57,973 Non-Promoter Non-Promoter 4.53 1,20,310 0.02
100 SETHUMADHAVAN SANKARAN 39,542 Non-Promoter Non-Promoter 1.13 30,114 0.00
101 SHREEHAS PRADEEP TAMBE 26,69,979 Non-Promoter Non-Promoter 76.54 20,33,429 0.15
102 SIDDHARTH MITTAL 7,57,145 Non-Promoter Non-Promoter 21.71 5,76,634 0.11
103 SIVANANDAM K 76,109 Non-Promoter Non-Promoter 2.18 57,963 0.00
104 SRINIVAS KASAM 51,956 Non-Promoter Non-Promoter 1.49 39,569 0.00
105 SRINIVASAN RAMAN 89,143 Non-Promoter Non-Promoter 2.56 67,890 0.01
106 STEPHEN JOHN MANZANO 44,416 Non-Promoter Non-Promoter 1.27 33,826 0.00
107 SUBHASHINI KARRA AYYALASOMAYAJULA 22,371 Non-Promoter Non-Promoter 0.64 17,037 0.00
108 SUBRAMANIAN LOGANATHAN 26,482 Non-Promoter Non-Promoter 0.76 20,168 0.00
109 SURESH NARSAPPA TALWAR 29,644 Non-Promoter Non-Promoter 0.85 22,576 0.01
110 SUSHEEL UMESH 3,81,993 Non-Promoter Non-Promoter 10.95 2,90,922 0.02
111 THOMAS QUANCE 7,902 Non-Promoter Non-Promoter 0.23 6,018 0.00
112 THOPPAI JEYABALAN SARAVANAN 11,355 Non-Promoter Non-Promoter 0.33 8,647 0.00
113 TINKU PADIA 12,613 Non-Promoter Non-Promoter 0.36 9,605 0.00
114 GOPAL KRISHNA RAO 30,272 Non-Promoter Non-Promoter 0.87 23,054 0.00

8

Biocon

S. No. Name of BBL Selling Shareholders/ Proposed Allottees No. of BBL shares to be acquired Category/ Current Status of Proposed Allottees Proposed status post Preferential Issue of the Proposed Allottees Respective portion of Purchase Consideration in Rs. in Crores (i.e. pro-rata value of BBL held by the Proposed Allottee/Selling Shareholders) No. of Equity Shares proposed to be issued and allotted in the Company Post issue % of capital that proposed allottees will hold in the Company*
115 UWE GUDAT 27,238 Non-Promoter Non-Promoter 0.78 20,744 0.00
116 VANDANA SINGH 14,015 Non-Promoter Non-Promoter 0.40 10,673 0.00
117 VEENA VASANTH 7,767 Non-Promoter Non-Promoter 0.22 5,915 0.01
118 VIJAY M S S 63,369 Non-Promoter Non-Promoter 1.82 48,261 0.00
119 VIJAY DATTATRAY MAHAJAN 33,590 Non-Promoter Non-Promoter 0.96 25,581 0.00
120 VIJAY KUCHROO 50,000 Non-Promoter Non-Promoter 1.43 38,079 0.00
121 VIJAYA VARDHAN REDDY BURRAMUKKU 51,803 Non-Promoter Non-Promoter 1.49 39,452 0.00
122 VIKAS MAHESHWARY 10,000 Non-Promoter Non-Promoter 0.29 7,615 0.00
123 VIKRAM KUMAR AGRAWAL 10,000 Non-Promoter Non-Promoter 0.29 7,615 0.00
124 VINITA BALI 25,000 Non-Promoter Non-Promoter 0.72 19,039 0.00
125 WAKIM ANDRE 26,548 Non-Promoter Non-Promoter 0.76 20,218 0.00
126 YOGANANDA REDDY GOTLURU 6,728 Non-Promoter Non-Promoter 0.19 5,123 0.00
127 MICHAEL CUTTER 41,354 Non-Promoter Non-Promoter 1.19 31,494 0.00
Total 1,15,36,956 330.73 87,86,362 1.99

*includes existing shareholding of the proposed allottees in the Company, if any

The issuance of Equity Shares by the Company to, and purchase of Sale Shares by the Company from the Proposed Allottees shall be completed in accordance with the provisions of the Act and rules thereunder, the SEBI ICDR Regulations, the SEBI Listing Regulations and the Share Purchase Agreement (SPAs) and any amendments thereto, executed or to be executed amongst the Company and the Proposed Allottees/BBL Selling Shareholders in this regard.

Biocon

6. Shareholding Pattern of the Company before and after the issue

The pre-issue shareholding pattern of the Company as on the cut-off date i.e. Friday, May 01, 2026 and the post-issue shareholding pattern are given below:

Category Pre-issue Post-issue
No. of shares held % of shareholding No. of shares held % of shareholding
A. Promoter and Promoter Group Holding
1. Indian
Individual 48,45,81,970 29.90 48,45,81,970 29.73
Body Corporate - - - -
Sub-total 48,45,81,970 29.90 48,45,81,970 29.73
2. Foreign 24,34,42,206 15.02 24,34,99,325 14.94
Sub-total (A) 72,80,24,176 44.91 72,80,81,295 44.68
B. Non promoters' holding
1. Institutional Investors 51,03,40,979 31.48 51,03,40,979 31.32
2. Non-Institutional Investors
Trust 18,63,986 0.11 18,63,986 0.11
Private Corporate Bodies 10,01,75,500 6.18 10,01,75,500 6.15
Directors and Relatives 66,93,924 0.41 87,65,432 0.54
Indian Public 16,43,47,810 10.14 16,97,27,714 10.41
Others (including NRIs) 10,94,61,398 6.75 11,07,39,229 6.80
Sub-total (B) 89,28,83,597 55.09 90,16,12,840 55.32
Total (A+B) 1,62,09,07,773 100.00 1,62,96,94,135 100.00

12. Practising company secretary's certificate:

The revised certificate issued by Messrs. V. Sreedharan & Associates, Practising Company Secretaries, dated May 27, 2026, certifying that the preferential issue of the Equity Shares is being made in accordance with the requirements of SEBI ICDR Regulations shall be available for inspection by the shareholders on request. Kindly send your request at [email protected]. A copy of the certificate is made available on the website of the Company at https://www.biocon.com/investor-relations/shareholder-services/postal-ballot/

14. Particulars of the offer including date of passing of Board resolution:

The Board of Directors of the Company at its meeting held on May 07, 2026, had approved the purchase of the Sale Shares and the issuance of Equity Shares of the Company to Proposed Allottees by way of preferential issue for discharge of the Swap Consideration. In partial modification of the former resolution dated May 07, 2026 the Board on May 28, 2026

Biocon

approved amendments to the floor price, issue price, the swap ratio and number of Equity Shares of the Company to be issued by way of preferential issue for discharge of the Swap Consideration as follows:

Particulars Details
Floor price Rs. 373.08 per Equity Share
Number of equity shares to be issued 87,86,362
Issue Price Rs. 376.41 per Equity Share (including premium of Rs. 371.41 per Equity Share)
Swap Ratio 0.76159 (The Company intends to issue 76.159 Equity shares of the Company for every 100 Equity Shares of Biocon Biologics Limited).
  1. Basis on which the price has been arrived at and justification for consideration other than cash along with the report of the registered valuer:

The floor price has been determined as per the pricing formula prescribed under the SEBI ICDR Regulations which shall not be less than higher of the following:

a. The price as determined by the valuation report from an independent registered valuer in accordance with Regulation 163(3) and 164(1) of the SEBI ICDR Regulations. In this regard, the revised report issued by Mr. Santosh Kumar Katla, an Independent Registered Valuer (Registration no. IBBI/RV/06/2022/14859), having its office at 101, First floor Fortune Plaza, Friends Colony, Manikonda, Hyderabad-500 089 states that the floor price per Equity Share is Rs. 373.08 (Rupees Three Hundred Seventy Three and Paise Eight Only);

b. 90 (ninety) trading days' volume weighted average price ("VWAP") of the Equity Shares quoted on the recognised stock exchange* preceding the Relevant Date i.e. Rs. 373.08 (Rupees Three Hundred Seventy Three and Paise Eight Only) per Equity Share; and

c. 10 (ten) trading days' VWAP of the Equity Shares quoted on the recognised stock exchange* preceding the Relevant Date: i.e. Rs. 368.07 (Rupees Three Hundred Sixty Eight and Paise Seven Only) per Equity Share.

*The recognised stock exchange is National Stock Exchange of India Limited ("NSE")

Further, Article 21(a)(iii) of the Articles of Association of the Company also provides that a further issue of shares either for cash or for consideration other than cash, shall be at price determined by the valuation report of a registered valuer, and the Company has obtained the aforesaid revised valuation report from Mr. Santosh Kumar Katla, an Independent Registered Valuer (Registration no. IBBI/RV/06/2022/14859) in compliance thereof.

Biocon

Further, Akasam Consulting Private Limited [SEBI Regn. No. MB / INM000011658 under SEBI (Merchant Bankers) Regulations, 1992] have issued independent revised valuation report for the Sale Shares of BBL for compliance with the Foreign Exchange Management Act, 1999 read with the rules thereunder.

Accordingly, the price per Equity Share to be issued is fixed at Rs. 376.41 (Rupees Three Hundred Seventy Six and Paise Forty One Only) which is the price as per the registered valuer's revised report.

The Company intends to issue 76.159 Equity shares of the Company for every 100 Equity shares of BBL.

Consideration for BBL Selling Shareholders, which is in line with the revised valuation report issued by Mr. Santosh Kumar Katla, the Registered Valuer, will result in swap ratio of 0.76159.

The swap of Equity Shares is being undertaken to enable BBL to become a wholly-owned subsidiary of the Company.

Further, the Equity shares of the Company are frequently traded in terms of Regulation 164(5) of the SEBI ICDR Regulations. A copy of the revised valuation report is available on the website of the Company at https://www.biocon.com/investor-relations/shareholder-services/postal-ballot/

The Postal Ballot Notice dated May 07, 2026, including the resolution and explanatory statement thereto, shall be deemed to be also amended wherever references to the floor price, issue price, swap ratio and number of shares to be issued appear, including in Point Nos. 2, 3, 4, 14 and 16.

All other contents of Postal Ballot Notice, save and except as modified / altered by this Corrigendum, shall remain unchanged.

We would like to inform that the votes already caste by the Members on resolution no. 3 of the Postal Ballot Notice, on and after Saturday, May 09, 2026 [9:00 a.m. (IST)] but prior to receiving this Corrigendum to Postal Ballot Notice, shall continue to remain valid. However, if Members opt to modify their votes in light of the information provided in the Corrigendum, they can do so by writing an e-mail from their registered e-mail address mentioning their Folio no./DP ID and Client ID, to the Scrutinizer at the e-mail address: [email protected] on or before 5:00 p.m. (IST) on Sunday, June 07, 2026. The Scrutinizer will ensure that any modifications to the votes are duly recorded and taken into consideration while preparing their report. Further, Members may write email to the Company Secretary at [email protected] for any queries at least 48 hours before the end of e-voting i.e. 5:00 p.m. (IST) on Sunday, June 07, 2026.

In the event the resolutions are passed by the requisite majority, the date of passing the resolutions shall be deemed to be on Sunday, June 07, 2026 viz. last date specified by the Company for remote e-voting.

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Biocon

Members may note that this Corrigendum 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/

By Order of the Board of Directors
For Biocon Limited

Sd/-

Place: Bengaluru
Date: May 28, 2026

Rajesh U. Shanoy
Company Secretary
ICSI Membership No. A16328

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

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