Meeting Details

This is a postal ballot process with remote e-voting, not a physical meeting. The remote e-voting period commenced on Saturday, May 09, 2026, at 9:00 a.m. (IST) and will end on Sunday, June 07, 2026, at 5:00 p.m. (IST). The cut-off date for determining members eligible to vote was Friday, May 01, 2026.

Summary of Proposed Resolutions and Implications

The primary resolution (Item No. 3) involves the issuance of 8,786,362 equity shares of Biocon Limited to the shareholders of Biocon Biologics Limited (BBL) in exchange for their BBL shares. The purpose is to make BBL a wholly-owned subsidiary of Biocon Limited. The consideration is non-cash, executed through a share swap.

Key changes in the corrigendum include:

  • Floor Price: Revised to Rs. 373.08 per equity share (from a previously stated amount).
  • Issue Price: Fixed at Rs. 376.41 per equity share (including a premium of Rs. 371.41 per share).
  • Swap Ratio: Revised to 0.76159, meaning Biocon will issue 76.159 of its equity shares for every 100 equity shares of BBL.
  • Number of Shares: 8,786,362 equity shares of Biocon are to be issued.

The total purchase consideration for the acquisition of 11,536,956 BBL shares is Rs. 330.73 crores.

Voting Process and Methods

Voting is conducted through remote e-voting only. The service provider for e-voting is KFin Technologies Limited, and the process is available at https://evoting.kfintech.com/. Members whose email addresses are registered with the company/depositories as of the cut-off date received the notice and corrigendum electronically.

Key Voting Outcomes

Voting is ongoing. The notice confirms that votes already cast on Resolution No. 3 prior to receiving this corrigendum shall remain valid. However, members can modify their votes by sending an email from their registered email address to the Scrutinizer at compliance@sreedharancs.com by 5:00 p.m. (IST) on Sunday, June 07, 2026. The results will be declared after this date.

Scrutinizer's Role

The Scrutinizer (not named in the document but referred to via the email address compliance@sreedharancs.com) is responsible for ensuring any modifications to votes are recorded and considered in the final report.

Compliance Confirmation

The corrigendum and the underlying transaction are stated to be in compliance with:

  • The Companies Act, 2013 and its rules.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), specifically Regulation 28(1).
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations).
  • The company's Articles of Association (Article 21(a)(iii)).
  • Foreign Exchange Management Act, 1999 (FEMA).
  • MCA circulars regarding electronic communication.

A revised certificate from Practising Company Secretaries, V. Sreedharan & Associates, dated May 27, 2026, confirms compliance with SEBI ICDR Regulations for the preferential issue.

Other Relevant Financial Information

Shareholding Pattern Impact

The post-issue shareholding pattern of Biocon Limited is projected as follows:

  • Promoter and Promoter Group Holding: Will decrease from 44.91% (72,80,24,176 shares) to 44.68% (72,80,81,295 shares).
  • Non-Promoter Holding: Will increase from 55.09% (89,28,83,597 shares) to 55.32% (90,16,12,840 shares).
  • The total number of shares will increase from 162,090,773 to 162,969,413.

Basis of Price Arrival

The floor price of Rs. 373.08 was determined as the highest of:

1. The price per the revised valuation report from independent registered valuer Mr. Santosh Kumar Katla (IBBI/RV/06/2022/14859).

2. The 90-day VWAP of Biocon's equity shares on the NSE preceding the 'Relevant Date' (Rs. 373.08).

3. The 10-day VWAP of Biocon's equity shares on the NSE preceding the 'Relevant Date' (Rs. 368.07).

The final issue price of Rs. 376.41 is based on the valuer's report. A separate valuation report for the BBL shares was issued by Akasam Consulting Private Limited (SEBI Regn. No. MB/INM000011658) for FEMA compliance.

Board Approval

The company's Board of Directors initially approved the transaction on May 07, 2026. They approved the amendments detailed in this corrigendum (floor price, issue price, swap ratio, number of shares) in a meeting on May 28, 2026.

Document Availability

The corrigendum and all related documents (including the valuer's report and company secretary's certificate) are available on the company's website (www.biocon.com), the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com), and the e-voting website (https://evoting.kfintech.com/).