Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Biocon Limited

Meeting Details

The approval was sought through a postal ballot via remote e-voting process without a physical meeting. The voting period ran from May 09, 2026 (9:00 AM IST) to June 07, 2026 (5:00 PM IST). The resolutions were deemed passed on June 07, 2026, being the last date for receipt of votes.

Proposed Resolutions and Implications

The following 10 resolutions were proposed and approved:

1. Special Resolution: Revision in remuneration of Ms. Kiran Mazumdar-Shaw (DIN: 00347229), Executive Director (Designated as Executive Chairperson)

2. Special Resolution: Appointment of Mr. Shreehas Pradeep Tambe (DIN: 09796480) as Chief Executive Officer & Managing Director

3. Special Resolution: Issuance of Equity Shares on preferential basis for consideration other than cash

4. Special Resolution: Re-appointment of Ms. Rekha Mehrotra Menon (DIN: 02768316) as Independent Director

5. Ordinary Resolution: Appointment of Mr. Thomas Jason Roberts (DIN: 09337723) as Non-Executive Non-Independent Director

6. Special Resolution: Appointment of Mr. Rajiv Malik (DIN: 00120557) as Independent Director

7. Special Resolution: Appointment of Mr. Daniel Bradbury (DIN: 06599933) as Independent Director

8. Special Resolution: Appointment of Mr. Peter Baron Piot (DIN: 09015343) as Independent Director

9. Special Resolution: Appointment of Mr. Arun Suresh Chandavarkar (DIN: 01596180) as Independent Director

10. Special Resolution: Appointment of Ms. Nivruti Rai (DIN: 01353079) as Independent Director

Voting Process and Methods

The voting was conducted exclusively through remote e-voting facilitated by Kfin Technologies Limited. No physical polling or postal ballot forms were used. The cut-off date for determining shareholder eligibility was May 01, 2026.

Key Voting Outcomes

Overall Participation

  • Total equity shares: 162,090,773
  • Total votes cast: 1,192,414,994 shares (73.56% of outstanding shares)
  • Number of members who voted: 1,568

Resolution-wise Results:

Item 1: Kiran Mazumdar-Shaw Remuneration Revision (Special Resolution)

  • Total valid votes: 1,192,359,030 shares (73.56%)
  • Votes in favor: 1,096,787,824 (91.98%)
  • Votes against: 95,571,206 (8.02%)
  • Promoter voting: 721,793,134 shares voted (99.14% of promoter holding), 100% in favor
  • Institutional public: 448,607,552 shares voted (74.49% of institutional holding), 78.70% in favor, 21.30% against
  • Non-institutional public: 21,958,344 shares voted (7.56% of non-institutional holding), 99.85% in favor, 0.15% against

Item 2: Shreehas Tambe as CEO & MD (Special Resolution)

  • Total valid votes: 1,192,360,293 shares (73.56%)
  • Votes in favor: 1,125,209,472 (94.37%)
  • Votes against: 67,150,821 (5.63%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (85.03% in favor, 14.97% against)
  • Non-institutional public: 21,959,607 shares (99.94% in favor, 0.06% against)

Item 3: Preferential Share Issuance (Special Resolution)

  • Total valid votes: 1,192,359,558 shares (73.56%)
  • Votes in favor: 1,192,326,491 (99.99%)
  • Votes against: 33,067 (0.01%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (100% in favor)
  • Non-institutional public: 21,958,872 shares (99.85% in favor, 0.15% against)

Item 4: Rekha Mehrotra Menon Re-appointment (Special Resolution)

  • Total valid votes: 1,192,360,242 shares (73.56%)
  • Votes in favor: 1,191,587,315 (99.94%)
  • Votes against: 772,927 (0.06%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (99.83% in favor, 0.17% against)
  • Non-institutional public: 21,959,556 shares (99.85% in favor, 0.15% against)

Item 5: Thomas Jason Roberts Appointment (Ordinary Resolution)

  • Total valid votes: 1,192,359,985 shares (73.56%)
  • Votes in favor: 1,192,040,746 (99.97%)
  • Votes against: 319,239 (0.03%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (99.94% in favor, 0.06% against)
  • Non-institutional public: 21,959,299 shares (99.86% in favor, 0.14% against)

Item 6: Rajiv Malik Appointment (Special Resolution)

  • Total valid votes: 1,192,330,195 shares (73.56%)
  • Votes in favor: 1,121,480,368 (94.06%)
  • Votes against: 70,849,827 (5.94%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (84.21% in favor, 15.79% against)
  • Non-institutional public: 21,929,509 shares (99.91% in favor, 0.09% against)

Item 7: Daniel Bradbury Appointment (Special Resolution)

  • Total valid votes: 1,192,330,322 shares (73.56%)
  • Votes in favor: 1,095,975,871 (91.92%)
  • Votes against: 96,354,451 (8.08%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (78.53% in favor, 21.47% against)
  • Non-institutional public: 21,929,636 shares (99.89% in favor, 0.11% against)

Item 8: Peter Baron Piot Appointment (Special Resolution)

  • Total valid votes: 1,192,330,311 shares (73.56%)
  • Votes in favor: 1,192,303,396 (99.99%)
  • Votes against: 26,915 (0.01%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (100% in favor)
  • Non-institutional public: 21,929,625 shares (99.88% in favor, 0.12% against)

Item 9: Arun Chandavarkar Appointment (Special Resolution)

  • Total valid votes: 1,192,360,322 shares (73.56%)
  • Votes in favor: 1,050,404,724 (88.09%)
  • Votes against: 141,955,598 (11.91%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (68.36% in favor, 31.64% against)
  • Non-institutional public: 21,959,636 shares (99.91% in favor, 0.09% against)

Item 10: Nivruti Rai Appointment (Special Resolution)

  • Total valid votes: 1,192,330,306 shares (73.56%)
  • Votes in favor: 1,192,306,910 (99.99%)
  • Votes against: 23,396 (0.01%)
  • Promoter voting: 721,793,134 shares (100% in favor)
  • Institutional public: 448,607,552 shares (100% in favor)
  • Non-institutional public: 21,929,620 shares (99.89% in favor, 0.11% against)

Scrutinizer's Role and Findings

Mr. Pradeep B Kulkarni (FCS: 7260; CP No. 7865) of V Sreedharan & Associates was appointed as scrutinizer. His key findings:

  • The postal ballot notice was sent electronically to members whose email addresses were available
  • The cut-off date for determining eligibility was May 01, 2026
  • Voting period was from May 09, 2026 (9:00 AM) to June 07, 2026 (5:00 PM)
  • A corrigendum was issued on May 28, 2026, and members were given opportunity to modify votes
  • No requests for vote modification were received
  • All e-votes were scrutinized and matched with the register of members
  • The scrutinizer confirmed the process complied with Companies Act and SEBI regulations

Compliance Confirmation

The company confirmed compliance with:

  • Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • MCA Circulars including General Circular Nos. 14/2020, 17/2020, 20/2020, and 09/2024