Biocon Limited

NOTICE
Notice is hereby given that the 44th Annual General Meeting (“AGM”) of the members of Biocon Limited will be held on Thursday,
July 28, 2022, at 3:30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility, to transact the
following businesses:

ORDINARY BUSINESS:
Item No. 1: To receive, consider and adopt the Audited Financial Statements (including audited consolidated financial
statements) of the Company for the Financial Year ended March 31, 2022 and the reports of the Board of Directors and
Auditors thereon.

To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution:

“RESOLVED THAT the audited financial statements (standalone and consolidated) of the Company for the Financial Year ended
March 31, 2022 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby
considered and adopted.”

Item No. 2: To appoint Ms. Kiran Mazumdar Shaw (DIN: 00347229) as director, liable to retire by rotation, and being
eligible, offers herself for re-appointment.

To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Kiran Mazumdar Shaw (DIN:
00347229), who retires by rotation at this meeting and being eligible has offered herself for re-appointment, be and is hereby
appointed as a Director of the Company.”

Item No. 3: To declare a final dividend of b 0.50 per equity share for the Financial Year ended March 31, 2022.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT the final dividend at the rate of 10% i.e. b 0.50/- per equity share of face value of b 5/- each fully-paid up of
the Company, as recommended by the Board of Directors for the Financial Year ended March 31, 2022, be and is hereby declared
and that such dividend be paid to those equity shareholders whose names appear in the Register of Members as on the record date
fixed for the purpose.”

SPECIAL BUSINESS:
Item No. 4: To appoint Mr. Eric Vivek Mazumdar (DIN: 09381549) as a Non-Executive Non-Independent Director of the
Company.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 160 and other applicable provisions, if any, of the Companies
Act, 2013 (“the Act”) and the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment(s)
thereof, for the time being in force), and in accordance with the provisions of Articles of Association of the Company and based
on the recommendation of the Nomination and Remuneration Committee, Mr. Eric Vivek Mazumdar (DIN: 09381549), who was
appointed as an Additional Director (Category: Non-Executive Non-Independent) of the Company by the Board of Directors w.e.f.
November 01, 2021, and who holds office till the conclusion of this 44th Annual General Meeting (AGM) in terms of Section 161 of
the Companies Act, 2013, be and is hereby appointed as a Director (Category: Non-Executive Non-Independent) of the Company,
liable to retire by rotation;

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RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and are hereby severally authorized to
do all such acts, deeds, matters and things which may be necessary for appointment of Mr. Eric Vivek Mazumdar (DIN: 09381549),
as a Non-Executive Non-Independent Director of the Company.’’

Item No. 5: To appoint Ms. Naina Lal Kidwai (DIN: 00017806) 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, 150 and 152 read with Schedule IV and any other applicable provisions,
if any, of the Companies Act, 2013 and the rules made thereunder, 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, Ms. Naina Lal Kidwai (DIN: 00017806), who was appointed as an Additional Director (Category: Independent)
of the Company by the Board of Directors with effect from April 28, 2022 and who holds office till the conclusion of this 44th Annual
General Meeting (AGM) in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as a Director (Category:
Independent) of the Company, not liable to retire by rotation, for a term commencing from the date of Board’s approval i.e. April 28, 2022
till the conclusion of 47th AGM of the Company to be held in the year 2025;

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 which may be necessary for appointment of Ms. Naina Lal Kidwai (DIN: 00017806),
as an Independent Director of the Company.’’

Item No. 6: To approve amendment and termination of Biocon Limited Employee Stock Option Plan 2000 (“the ESOP Plan”).

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”) or any amendments thereto,
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), pursuant to the powers
vested under the Biocon Limited Employee Stock Option Plan 2000 (“the ESOP Plan”), the provisions of the Memorandum and Articles
of Association of the Company and the applicable guidelines and clarifications issued by any statutory / regulatory authorities, based on
the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the
members of the Company be and is hereby accorded to amend the ESOP Plan (with respect to the options granted but not yet exercised)
and terminate the ESOP Plan, as detailed in the explanatory statement to the Notice of the Annual General Meeting (AGM);

RESOLVED FURTHER THAT the revised ESOP Plan incorporating the amendments be and is hereby approved and adopted by the
members;

RESOLVED FURTHER THAT it is hereby affirmed that the variation in the terms of implementation and administration of the ESOP
Plan and the other terms as applicable pursuant to amendments to the ESOP Plan are not prejudicial to the interests of the existing
grantees of the Company or its subsidiaries;

RESOLVED FURTHER THAT the termination of the ESOP Plan, shall not affect options already offered and granted under this ESOP
Plan to any grantee and such options shall remain in full force and effect, as if the ESOP Plan had not been terminated;

RESOLVED FURTHER THAT upon termination of the ESOP Plan and meeting all obligations thereunder, the consent of the
shareholders be and is hereby accorded to transfer the cash and shares (existing or future) lying under the ESOP Plan to other share
benefit schemes/plans (existing or future) implemented by the Company under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as recommended by the Compensation Committee i.e., Nomination and Remuneration Committee of
the Board from time to time;

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company and such other persons as may be authorised
by them, be and are hereby severally authorised for and on behalf of the Company to do all such acts, deeds, matters and things
as it may in its absolute discretion deem fit to give effect to the above resolution.”

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 Biocon Limited

Item No. 7: To approve amendment in the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the applicable provisions of the Companies Act 2013 (“the Act”) or any amendments
thereto, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and all other applicable rules / notifications / guidelines / regulations/ circulars issued in this regard
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the
Company, and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate
regulatory authority(ies)/ institution(s) and such conditions and modifications as may be prescribed/imposed by the appropriate
regulatory authority(ies)/ institution(s) while granting such approval(s), consent(s), permission(s) and/or sanction(s) and may be
agreed by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include
the Nomination and Remuneration Committee of the Board or any other Committee constituted and empowered by the Board
for the purpose, hereinafter referred to as ‘the Committee’), based on the recommendation of the Nomination and Remuneration
Committee and the Board of Directors of the Company, the approval of the members of the Company be and is hereby accorded to
amend the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 (hereinafter referred to as “the Biocon RSU LTI Plan”
or “the Plan”), as detailed in the explanatory statement to the Notice of this Annual General Meeting (AGM);

RESOLVED FURTHER THAT the revised Plan incorporating the amendments be and is hereby approved and adopted by the members;

RESOLVED FURTHER THAT it is hereby affirmed that the variation in the terms of implementation and administration of the Plan
and the other terms as applicable pursuant to amendments to the Plan are not prejudicial to the interests of the existing and future
grantees of the Company or its subsidiaries;

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company and such other persons as may be authorised
by them, be and are hereby severally authorised for and on behalf of the Company to do all such acts, deeds, matters and things
as it may in its absolute discretion deem fit to give effect to the above resolution.”

Item No. 8: To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2022-23.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or amendment(s) thereto or
re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s. Rao Murthy & Associates, Cost Accountants
having Firm Registration Number 000065, appointed by the Board of Directors of the Company as the Cost Auditors to conduct
the audit of the cost records of the Company for the financial year ending March 31, 2023, amounting to b 4,00,000 (Rupees Four
Lakhs only) (excluding all taxes and reimbursement of out of pocket expenses) be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and are hereby severally authorised for
and on behalf of the Company to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper
or expedient to give effect to this resolution.”

By Order of the Board of Directors

Sd/-
Place: Bengaluru Mayank Verma
Date: June 30, 2022 Company Secretary

Biocon Limited
Regd. Office: 20th KM, Hosur Road,
Electronic City, Bengaluru – 560 100
CIN: L24234KA1978PLC003417
Email: co.secretary@biocon.com
Website: www.biocon.com
Phone: 080 – 2808 2808
Fax: 080 - 2852 3423
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NOTES:
1. In view of continuing COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’), Government of India, vide General
Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05,
2020 and Circular No. 2/2022 dated May 05, 2022 (“MCA Circulars”), permitted conduct of Annual General Meeting (‘AGM’)
through video conferencing (VC) or other audio visual means (OAVM) and dispensed personal presence of the members at
the AGM and prescribed the specified procedures to be followed for conducting the AGM through VC/OAVM. Accordingly,
in accordance with the MCA Circulars, applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the
44th AGM of the Members of the Company will be held through VC/OAVM. Hence, Members can attend and participate in
the AGM through VC/OAVM only. The deemed venue for the meeting shall be Biocon Campus, Biocon Limited, 20th KM,
Hosur Road, Bengaluru - 560 100.

2. The detailed procedure for participating in the meeting through VC/OAVM is annexed herewith (Refer serial no. 37) and the
same will also be available at the website of the Company at www.biocon.com

3. The Company has appointed M/s. KFin Technologies Limited, Registrars and Share Transfer Agents (‘RTA’) of the Company, to
provide VC/OAVM facility for the 44th AGM of the Company.

4. The helpline number regarding any query/assistance for participation in the AGM through VC/OAVM is 1800-309-4001 (toll
free).

5. Proxies: Since the 44th AGM of the Company is being held pursuant to the MCA and SEBI Circulars through VC/OAVM,
where physical attendance of Members has been dispensed with, accordingly, the facility for appointment of proxies by the
Members under Section 105 of the Act will not be available for this AGM. Hence, the Proxy Form and Attendance Slip are not
annexed to this Notice.

6. Institutional/Corporate Members are encouraged to attend and vote at the meeting through VC/OAVM. We also request them
to send, a duly certified copy of the Board Resolution/Authority Letter etc., authorizing their representative to attend the AGM
through VC / OAVM and vote through remote e-voting on their behalf to the Scrutinizer at email sree@sreedharancs.com with
a copy marked to evoting@kfintech.com and co.secretary@biocon.com pursuant to Section 113 of the Companies Act, 2013.

7. The facility for joining AGM through VC/OVAM will be available for up to 1,000 Members and members may join on first
come first serve basis. However, the above restriction shall not be applicable to members holding 2% or more shareholding,
Promoters, Institutional Investors, Directors, Key Managerial Personnel(s), the Chairpersons of the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Scrutinizers etc. Members
can login and join 15 (fifteen) minutes prior to the scheduled time of the meeting and window for joining shall be kept open
till the expiry of 15 (fifteen) minutes after the scheduled time.

8. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section
103 of the Act.

9. The explanatory statement pursuant to Section 102(1) of the Act, which sets out details relating to Special Businesses to be
transacted at the meeting, which are considered to be unavoidable by the Board of Directors of the Company, is annexed
hereto.

10. In case of Joint Holders attending the AGM, only such Joint Holder who is named first in the order of names in the Register of
Members will be entitled to vote.

11. Only bonafide members of the Company whose names appear on the Register of Members, will be permitted to attend the
meeting through VC/OAVM. The Company reserves its right to take all necessary steps as may be deemed necessary to restrict
non-members from attending the meeting.

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 Biocon Limited

12. Members holding shares in Electronic (Demat) form are advised to inform the particulars of their bank account, change
of postal address, mobile number and email IDs etc. to their respective Depository Participants only. The Company or its
RTA cannot act on any request received directly from the members holding shares in demat mode for changes in any bank
mandates or other particulars.

13. Members holding shares in physical form are advised to inform the particulars of their bank account, change of postal address,
mobile number and email IDs etc. to our RTA i.e. KFin Technologies Limited (Unit: Biocon Limited), Plot 31-32, Selenium, Tower
B, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 or the Secretarial Department of the Company.

14. The Securities and Exchange Board of India (SEBI) has vide Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated
November 3, 2021 read with SEBI Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021
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 by March 31, 2023. Effective from
January 01, 2022, any service requests or complaints received from the member, will not be processed by RTA till the aforesaid
details/ documents are provided to RTA. Further, SEBI has also mandated linking PAN with Aadhaar by March 31, 2022. In case
any of the above cited documents/ details are not available in the Folio(s) before the due date, RTA shall be constrained to
freeze such Folio(s). Accordingly, Members are requested to send requests in the prescribed forms to the RTA of the Company
for availing of various investor services as per the aforesaid SEBI circulars. Relevant details and forms prescribed by SEBI in this
regard are made available under investors section on the website of the Company at www.biocon.com. The securities in the
frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete
documents. If the securities continue to remain frozen as on December 31, 2025, the RTA / Company shall refer such securities
to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money
Laundering Act, 2002.

15. Members holding shares in Electronic (demat) form or in physical mode are requested to quote their DPID & Client ID or
Folio details, respectively, in all correspondences, including dividend matters to the RTA i.e. KFin Technologies Limited (Unit:
Biocon Limited), Plot 31-32, Selenium, Tower B, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 or the
Secretarial Department of the Company.

16. Members who have not registered their email IDs with the depository participants, 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, are
requested to submit their request with their valid email IDs to our RTA at evoting@kfintech.com or co.secretary@biocon.com
for receiving all the communications including annual report, notices, letters etc., in electronic mode from the Company. For
more details, please refer Para B of instruction of e-voting' section below.

17. Pursuant to Section 101 and Section 136 of the Act, read with relevant Companies (Management and Administration Rules),
2014 and Regulation 36 of SEBI Listing Regulations, companies can serve Annual Report and other communications through
electronic mode to those Members who have registered their email IDs either with the Company or with the Depository
Participants.

18. Despatch of Annual Report through electronic mode: In compliance with the MCA Circulars and SEBI Circular dated May
12, 2020 read with May 13, 2022, Notice of the AGM along with the Annual Report 2021-22, are being sent only through
electronic mode to those Members whose email ids are available with the Company/Depositories/RTA.

19. Members may note that the Notice of the AGM and Annual Report 2021-22 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/.

20. Since the AGM will be held through VC / OAVM, the Route Map is not required to be annexed to the Notice.

21. Pursuant to Section 108 of the Act, Rule 20 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

Metamorphosis | 5
 of Company Secretaries of India (ICSI) and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December
09, 2020, 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 complete instructions on e-voting facility provided by the Company are annexed to this Notice,
explaining the process of e-voting with necessary user id and password. Members who have cast their vote by remote e-voting
prior to the meeting may attend the meeting but will not be entitled to cast their vote again at the meeting.

22. The Company has fixed Thursday, July 21, 2022 as Cut-off date for determining the eligibility of Members entitled to vote at
the AGM. The remote e-voting shall remain open for a period of 5 (five) days commencing from Saturday, July 23, 2022 at 9:00
A.M. (IST) to Wednesday, July 27, 2022 at 5:00 P.M. (IST) (both days inclusive). The remote e-voting module shall be disabled
for voting thereafter. A person who is not a member as on the cut-off date should treat this Notice for information purposes
only. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

23. The Company has fixed Friday, July 01, 2022 as Record Date for determining the names of Members eligible for dividend on
equity shares for the financial year ended on March 31, 2022, if declared at the AGM.

24. The dividend on equity shares as recommended by the Board, if declared at this AGM, will be paid within a period of
30 (thirty) days from the date of declaration to those Members whose names appear on the Company’s Register of Members
as on Friday, July 01, 2022.

25. Inspection by Members: All documents referred to in the accompanying Notice and the Explanatory Statement are available
electronically for inspection without any fees by the Members from the date of circulation of this Notice upto the date of the
AGM. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the
Act and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the
Act will be available for inspection by the Members in electronic mode during the AGM. Members who wish to inspect, may
send their request through an email at co.secretary@biocon.com up to the date of AGM.

26. Information required under Regulation 36(3) of SEBI Listing Regulations and Para 1.2.5 of Secretarial Standard – 2 on General
Meetings issued by ICSI, in respect of Directors seeking Appointment/Re-appointment at the AGM is furnished as annexure
to this Notice. The Directors have furnished consent/declarations for their appointment/re-appointment as required under the
Act and rules made thereunder as well as SEBI Listing Regulations.

27. In line with the measures of “Green Initiatives”, the Act provides for sending Notice of the AGM and all other correspondences
through electronic mode. Hence, Members who have not registered their email IDs so far with their depository participants are
requested to register their email ID for receiving all the communications including Annual Report, Notices etc., in electronic
mode. The Company is concerned about the environment and utilises natural resources in a sustainable way.

28. IEPF Related Information:

Unclaimed Dividend: Members are requested to note that as per Section 124(5) of the Act, the dividend which remains
unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to the Unpaid Dividend Account, is liable to
be transferred by the Company to the “Investor Education Protection Fund” (IEPF) established by the Central Government
under Section 125 of the Act. Therefore, the amount of unclaimed dividend up to financial year ended March 31, 2015 has
been transferred to the IEPF. Unclaimed dividend for the financial year ended March 31, 2016 is due for transfer to IEPF in the
year 2023. Pursuant to IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company as on March 31, 2021 on the website of the Company at www.biocon.com and also on the website of the Ministry
of Corporate Affairs. Further, the details of unpaid and unclaimed dividends lying with the Company as on March 31, 2022
are also uploaded on the website of the Company. Members may approach the IEPF Authority to claim the unclaimed dividend
transferred by the Company to IEPF. Members may approach the Company Secretary and Compliance Officer of the Company
for claiming the unclaimed dividend which is yet to be transferred to IEPF by the Company.

Shares w.r.t. unclaimed dividend: Members are requested to note that as per Section 124(6) of the Act, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as
amended, all the shares in respect of which dividend has remained unpaid/unclaimed for 7 (seven) consecutive years or more

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 Biocon Limited

are required to be transferred to Demat Account of IEPF Authority. Consequently, the Company has transferred eligible equity
shares during the financial year 2021-22 and 2022-23 to Demat Account of IEPF Authority. Details of shares so transferred are
uploaded on the website of the Company at www.biocon.com.

. Members are entitled to claim the same from IEPF by submitting an application in the prescribed online web based Form IEPF-
5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed, to the Nodal Officer of the
Company along with the requisite documents enumerated in the Form IEPF-5. Members can file only one consolidated claim
in a financial year as per the IEPF Rules. No claim shall lie against the Company in respect of dividend / shares so transferred.

29. Dematerialization of Shareholding: As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed
companies can only be transferred in demat form with effect from April 1, 2019. SEBI vide its notification dated January 24,
2022 further notified that transmission or transposition of securities held in physical or dematerialised form shall be effected
only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio
management, Members holding shares in physical form are requested to consider converting their holding to demat form.
Members can contact the Company or our RTA for assistance in this regard.

30. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25,
2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz.
Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate;
endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and
transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR
– 4, the format of which is available on the Company’s website at www.biocon.com and on the website of the Company’s
Registrar and Share Transfer Agents, KFin Technologies Limited at https://ris.kfintech.com/default.aspx. It may be noted that
any service request can be processed only after the folio is KYC Compliant.

31. Mandatory PAN Submission: The Securities and Exchange Board of India (“SEBI”) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic mode
are, therefore, requested to submit their PAN to their depository participants with whom they are maintaining their demat
accounts. Members holding shares in physical mode can submit their PAN to the Company / to our RTA.

32. Dividend related information: Pursuant to the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend
income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct Tax at
Source (TDS) from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the
shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to
update their PAN with the Company/ KFin Technologies Limited (in case of shares held in physical mode) and depositories (in
case of shares held in demat mode).

The withholding tax rate would vary depending on the residential status of the shareholder and documents submitted by shareholder
with the Company/ KFintech/ Depository Participant. In order to enable us to determine the appropriate TDS rate as applicable,
members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961.

(a) For resident shareholders, taxes shall be deducted at source under Section 194 of the Income Tax Act, 1961 on the
amount of Dividend declared and paid by the Company as follows:

Shareholders having valid PAN registered 10%* or as notified by the Government of India
Shareholders not having PAN / valid PAN registered 20% or as notified by the Government of India

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by
them during the financial year 2022-23 does not exceed Rs. 5,000/-.

Metamorphosis | 7
 Further, in cases where Member provides valid Form 15G (applicable to an individual who is below 60 years)/ Form 15H
(applicable to individuals aged 60 years or above) subject to conditions specified in the Income Tax Act, 1961, no TDS
shall be deducted. Resident shareholders may also submit any other document as prescribed under the Income Tax Act,
1961 to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other
document as mentioned above.

(b) For Non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 of the
Income Tax Act, 1961 at the rates in force. As per the relevant provisions of the Income Tax Act, 1961, the withholding
tax shall be at the rate of 20%* (plus applicable surcharge and cess) on the amount of Dividend payable to them.

However, as per Section 90 of the Income Tax Act, 1961, the non-resident shareholder can avail beneficial rates under tax
treaty between India and their country of residence, subject to providing the following necessary documents:

• Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the
shareholder is resident along with duly filled and signed Form 10F.

• Self-attested copy of the Permanent Account Number (PAN) Card allotted by the Indian Income Tax authorities.

• Self- Declaration of having no Permanent Establishment in India, beneficial ownership of shares and dividend income and
eligibility to claim treaty benefits.

• Any other documents as prescribed under the Income Tax Act, 1961 for lower withholding of taxes, if applicable, duly
attested by the shareholders.

*As per the Finance Act, 2021, Section 206AB has been inserted effective July 01, 2021, wherein higher rate of tax (twice
the specified rate) would be applicable on payment made to a shareholder who is classified as ‘Specified Person’ as defined
under the provisions of the aforesaid section. However, in case a non-resident shareholder or a non-resident Foreign Portfolio
Investor (FPI) / Foreign Institutional Investor (FII), higher rate of tax as mentioned in Section 206AB shall not apply if such non-
resident does not have a permanent establishment in India.

Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on
dividend amounts. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the
Company, of the documents submitted by Non-Resident shareholder.

Accordingly, in order to enable us to determine the appropriate TDS/withholding tax rate applicable, we request you to provide
these details and documents as mentioned above before Saturday, July 16, 2022.

Kindly note that the aforementioned documents are required to be submitted at https://ris.kfintech.com/form15/ on or before
Saturday, July 16, 2022 in order to enable the Company to determine and deduct appropriate TDS/withholding tax rate. The
documents may also be emailed to the Company at dividend.tax@biocon.com. No communication on the tax determination/
deduction shall be entertained post Saturday, July 16, 2022. It may be further noted that in case the tax on said dividend is
deducted at a higher rate in absence of receipt of the aforementioned details/documents from you, there would still be an
option available with you to file the return of income and claim an appropriate refund, if eligible.

The Company will arrange to issue the soft copy of TDS certificate to its shareholders at their registered email ID in
accordance with the provisions of the Income Tax Act 1961 after filing of the quarterly TDS Returns of the Company, post
payment of the said Dividend. Shareholders will be able to download Form 26AS from the Income Tax Department’s website
https://www.incometax.gov.in/.

The above tax rates are indicative in nature. For specific rates, members may refer to the separate email communication sent
by the Company informing the members regarding this change in the Income Tax Act, 1961 as well as the relevant procedure
to be adopted by the Members to avail the applicable tax rate.

8 | Annual Report 2021-22

 Biocon Limited

In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or
omission of information provided by the shareholder, such shareholder will be responsible to indemnify the Company and also,
provide the Company with all information / documents and co-operation in any appellate proceedings.

33. Non-Resident Indian Members are requested to inform our RTA / respective depository participants, immediately of any:

a) Change in their residential status on return to India for permanent settlement.

b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and
address of the bank with pin code number, if not furnished earlier.

34. Members who hold shares in physical mode in multiple folios in identical names or joint holding in the same order of names
are requested to send the share certificates to our RTA, for consolidation into a single folio.

35. Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository
Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend. The
Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any
change of bank particulars. Such changes are to be intimated only to the Depository Participant(s) of the Members. Members
holding shares in demat form are requested to intimate any change in their address and/or bank mandate immediately to their
Depository Participants.

36. Members holding shares in physical form are requested to intimate any change of address and/or bank mandate to KFin
Technologies Limited (Unit: Biocon Limited), Plot 31-32, Selenium, Tower B, Gachibowli, Financial District, Nanakramguda,
Hyderabad – 500 032 or by sending a request on email at co.secretary@biocon.com or contact KFintech at einward.ris@
kfintech.com. Dividend warrants / demand drafts will be despatched to the registered address of the Members who have not
updated their bank account details.

37. The process and manner of participating in Annual General Meeting through Video conferencing is explained
herein below:

a. Members may attend the AGM through video conferencing platform provided by M/s. KFin Technologies Limited
(KFintech). Members may access the same at https://emeetings.kfintech.com and click on the “video conference” and
access members login by using the remote e-voting credentials. The link for AGM will be available in members login
where the EVENT and the name of the company can be selected.

b. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and
Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice.

c. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use
Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches and Members are encouraged to join the
Meeting through Laptops with Google Chrome for better experience.

d. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.

Questions and queries

e. Members who may want to express their views or ask questions at the AGM may visit https://emeetings.kfintech.com
and click on the tab “Post Your Queries Here” to write your queries in the window provided, by mentioning their
name, demat account number/folio number, email ID and mobile number. Please note that, members’ questions will be
answered, only if the shareholder continues to hold the shares as on the cut-off date i.e. July 21, 2022. The window shall
remain active during the remote e-voting period and shall be closed 24 hours before the time fixed for the AGM.

Metamorphosis | 9
 Speaker Registration

f. Members may register themselves as speakers for the AGM to express their views or ask questions during the AGM.
Accordingly, the Members may visit https://emeetings.kfintech.com and click on ‘Speaker Registration’ option available
on the screen after login during the remote e-voting period. Members shall be provided a ‘queue number’ before the
AGM. The company reserves the right to restrict the speakers at the AGM to only those Members who have registered
themselves, depending on the availability of time for the AGM.

g. Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting
system available during the AGM. E-voting during the AGM is integrated with the VC platform. Members may click on
the voting icon (‘vote now’) on the left side of the screen to cast their votes.

h. Members who may require any technical assistance or support before or during the AGM are requested to contact KFin
Technologies Limited at toll free number 1800-309-4001 or write at evoting@kfintech.com

By Order of the Board of Directors

Sd/-
Place: Bengaluru Mayank Verma
Date: June 30, 2022 Company Secretary

Biocon Limited
Regd. Office: 20th KM, Hosur Road,
Electronic City, Bengaluru – 560 100
CIN: L24234KA1978PLC003417
Email: co.secretary@biocon.com
Website: www.biocon.com
Phone: 080 – 2808 2808
Fax: 080-2852 3423

10 | Annual Report 2021-22

 Biocon Limited

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 4: To appoint Mr. Eric Vivek Mazumdar (DIN: 09381549) as a Non-Executive Non-Independent Director of the
Company.

The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, have appointed
Mr. Eric Vivek Mazumdar as an Additional Director (Category: Non-Executive Non-Independent) of the Company with effect from
November 01, 2021, in accordance with the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association
of the Company. In terms of the aforesaid provision, he holds office up to the date of ensuing Annual General Meeting (AGM) of
the Company.

Mr. Eric Vivek Mazumdar is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013
(“the Act”), and has given his consent to act as a Director. The Company has also received requisite declarations from him as per
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”). 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.

The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013, from a Member signifying his
intention to propose the candidature of Mr. Eric Vivek Mazumdar (DIN: 09381549) as a Non-Executive Non-Independent Director
of the Company.

Considering his experience and expertise, the Board considers that the appointment of Mr. Eric Vivek Mazumdar as Director is
desirable and would be beneficial to the Company, and hence, it recommends appointment of Mr. Eric Vivek Mazumdar as a Non-
Executive, Non-Independent Director of the Company, liable to retire by rotation.

Accordingly, the Board recommends the resolution as set out at Item No. 4 of this Notice for approval of the members of the
Company as an Ordinary Resolution.

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 for Mr. Eric Vivek Mazumdar including his profile and
specific areas of expertise are given in this AGM Notice.

Except Mr. Eric Vivek Mazumdar 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.

Item No. 5: To appoint Ms. Naina Lal Kidwai (DIN: 00017806) as an Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at their meeting
held on April 28, 2022, appointed Ms. Naina Lal Kidwai (DIN: 00017806) as an Additional Director (Category: Independent) of the
Company. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 Ms. Naina Lal Kidwai holds office up to the
date of this ensuing 44th Annual General Meeting (AGM).

In terms of provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), the Board of Directors at their meeting held on April 28, 2022 further recommended appointment of
Ms. Naina Lal Kidwai as an Independent Director, not liable to retire by rotation, for a term commencing from the date of Board’s
approval till the conclusion of 47th AGM proposed to be held in the year 2025.

Due to completion of tenure of 2 (two) independent directors on the Board of the Company this July, 2022, there is a requirement
to have a Board members who will have skill, knowledge, and experience in the field of Finance, Risk Management, Corporate
Governance, General Management and Compliances. Ms. Naina Lal Kidwai possessed these skills and has vast experience, and her
induction on Biocon Board will immensely benefit the Company.

Metamorphosis | 11
Ms. Naina Lal Kidwai is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013
(“the Act”). The Company has received requisite declarations from Ms. Naina Lal Kidwai as per the provisions of the Companies Act,
2013 and SEBI Listing Regulations including the declaration that she meets the criteria of independence as provided under Section
149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of SEBI
Listing Regulations, she has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact her ability to discharge her duties. Further, she 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, Ms. Naina Lal Kidwai fulfils the conditions for her appointment as an Independent Director, as specified
in the Companies Act, 2013 and SEBI Listing Regulations and is independent of the management.

The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the
appointment of Ms. Naina Lal Kidwai as an Independent Director, not liable to retire by rotation, under Section 149 of the Companies
Act, 2013.

Considering her expertise and knowledge, the Board considers that the appointment of Ms. Naina Lal Kidwai as an Independent
Director of the Company will be in the interest of the Company, and hence, it recommends appointment of Ms. Naina Lal Kidwai
as an Independent Director of the Company, not liable to retire by rotation, for a term commencing from April 28, 2022 till the
conclusion of 47th AGM proposed to be held in the year 2025.

Accordingly, the Board recommends the resolution as set out at Item No. 5 of this Notice for approval of the members of the
Company as a Special Resolution.

The copy of draft letter of appointment of Ms. Naina Lal Kidwai setting out the terms and conditions of her appointment is available
electronically for inspection by the members.

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 for Ms. Naina Lal Kidwai including her profile and specific
areas of expertise are given in this AGM Notice.

Except Ms. Naina Lal Kidwai and her 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.

Item No. 6: To approve amendment and termination of the Biocon Limited Employee Stock Option Plan 2000 (‘the ESOP
Plan’).

Biocon Limited (“the Company”) has been granting stock options in various tranches to the employees of the Company and its
subsidiaries under the Biocon Limited Employee Stock Option Plan 2000 (“the ESOP Plan”) to retain, reward and create a sense of
ownership amongst them.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on April 28, 2022,
has approved the below amendment (with respect to the options granted but not yet exercised) and termination of the ESOP Plan
thereafter, subject to the shareholders’ approval.

Variations to the terms of the ESOP Plan and rationale thereof:

(1) Exercise of options under the ESOP Plan at a price lower than the fair market value, results in a non-monetary perquisite and
is taxable in the hands of employees. The ESOP Plan currently provides that employees have to pay exercise amount and
perquisite tax at the time of exercise of stock options.

In order to ease the cash outflow at the time of exercising the stock options, it is proposed that the company may provide an
option to its employees to bear the tax on exercise of stock options in compliance with the applicable provisions of the Income
tax Act, 1961. This arrangement will be cash neutral to the company as the tax to be borne would be part of employee’s total
salary entitlement.

12 | Annual Report 2021-22

 Biocon Limited

(2) The ESOP Plan currently provides an option of cash settlement under cashless route wherein the Trust may sale entire Options
on behalf of the employees. The Trust remits the sale proceeds to the employees after retaining exercise amount, tax obligations
and other related expenses. However, SEBI vide its notification no. SEBI/LAD-NRO/GN/2021/40 dated 13th August, 2021 has
amended the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 wherein on exercise of Options under
cashless route, cash settlement is not permissible and Trust is only allowed to sell shares limited to funding of exercise amount,
tax obligations and other related expenses. Thus, variation in Plan is proposed to align the amendment in regulation.

Considering the above, the following key amendments are being proposed in the Plan:

Item Existing Provision Amended/New Provision

Clause 7.3 c. Upon receipt of the full amount of c. Upon receipt of the full amount of the Exercise Price and
‘Exercise’ the Exercise Price in respect of any applicable perquisite tax in respect of any Options validly
Options validly exercised by the exercised by the Participant, the Trustees shall within 30
Participant, the Trustees shall within days transfer the Shares to the Participant. The Participant
30 days transfer the Shares to the shall not acquire any rights as a shareholder of the Company
Participant. The Participant shall not (including voting rights) till the shares are duly transferred in
acquire any rights as a shareholder favour of the participant.
of the Company (including However, an option may be provided to the Participants, for
voting rights) till the shares are the company to bear the applicable tax liability, triggered by
duly transferred in favour of the the exercise of their Options, in compliance with applicable
participant. provisions of the Income-tax Act, 1961.

d. On receipt of cashless instruction d. On receipt of cashless instruction from the eligible employee,
from the eligible employee the Trust the Trust will sell the required number of shares, arising out
shall do the following: of the Options exercised in accordance with the terms and
conditions of the plan, sufficient to fund the exercise price,
• Cash Settlement: In this case, the perquisite tax amount and other related expenses and
the Trust will sell all the requisite transfer the balance number of shares to the demat account
number of Shares arising pursuant of the Participant. The perquisite tax collected by the Trust
to options exercised for cash will be transferred to the company.
settlement through cashless exercise
and the Grantee will receive the
sale proceeds of such shares after
deduction of the exercise price and
the applicable perquisite tax from
such sale proceeds including any
expense thereon.

• Shares Settlement: In this case, the

Trust will sell the required number
of Shares, arising out of the Options
exercised in accordance with the
terms and conditions of the plan,
sufficient to adjust the exercise price
and the applicable perquisite tax
amount and transfer the balance
number of Shares to the demat
account of the Grantee.

To give effect to the above proposed variations, the consequential changes have been made in Clause 9 of the ESOP Plan.
Further, the Clause 3 of the ESOP Plan has also been modified to incorporate the new definition of Employee, Group etc. as
per recent regulatory amendments. The Clauses have been renumbered accordingly.

Metamorphosis | 13
 The members may note that the above stated amendments are not inconsistent with the existing provisions of the scheme.
Further, the terms of the modified Plan are not detrimental to the interests of the participants of the Company or its subsidiaries.

Termination of the Plan:

The members of the Company at their 41st Annual General Meeting held on Friday, July 26, 2019, had approved discontinuation
of grant of options under its last tranches i.e. Grant IX and Grant X of the ESOP Plan effective May 1, 2019. Under the Plan, the
Biocon India Limited Employees Welfare Trust (“ESOP Trust”) may have cash and surplus shares due to lapse of options granted
to the employees and these surplus shares shall continue to increase due to lapse of options in future. Hence, in order to use the
cash and surplus shares lying with the ESOP Trust, the Board based on the recommendation of Nomination and Remuneration
Committee, approved the termination of the ESOP Plan and transfer the cash and surplus shares to the other share benefit schemes/
plans (existing or future) implemented by the Company, after meeting all the obligations under the ESOP Plan.

The members may note that the termination of the ESOP Plan, shall not affect options already offered and granted under the
ESOP Plan to any grantee and such options shall remain in full force and effect, as if the ESOP Plan had not been terminated.

Accordingly, based on the recommendation of Nomination and Remuneration Committee, the Board recommends the
resolution set out in Item No. 6 of the Notice for approval of the members by way of Special Resolution.

A copy of the draft revised ESOP Plan is available electronically for inspection by the members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution except to the extent of equity shares held by them in the Company or the ESOPs
granted under the ESOP Plan.

Item No. 7: To approve amendment in the Biocon Restricted Stock Unit Long Term Incentive Plan FY 2020-24 of the
Company.

The shareholders of the Company at their 42nd Annual General Meeting held on July 24, 2020, had approved “Biocon Restricted
Stock Unit Long Term Incentive Plan 2020-24” (hereinafter referred to as “the Biocon RSU LTI Plan” or “the Plan”). The Plan has
been designed to drive performance towards achieving the Strategy Objectives approved by the Board for the period FY 2020-24.
The Plan would cover key employees who, by virtue of the roles they play, would be influencing the accomplishment of the Strategic
Objectives of the Company. The Company has identified a few eligible employees till date under the said Plan, who have been
granted options as per the existing Plan and those employees have started exercising their vested RSUs effective August, 2021.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on April 28, 2022,
has approved the amendment to the Plan and has recommended the same to the members for its approval.

Variations to the terms of the Plan and rationale therefor:

(1) The Plan has been implemented through the trust route wherein the Biocon India Limited Employees Welfare Trust (“ESOP Trust”)
administers the Plan. The Plan currently allows the Trust to acquire shares by direct allotment from the Company for further issuance
of options to the employees. In order to utilize the cash available under ESOP Plan, it is proposed to enable secondary market
acquisition of shares and also utilize the surplus shares available under ESOP Plan, as explained in Item No. 6.

(2) Exercise of options under the Plan at a price lower than the fair market value, results in a non-monetary perquisite and is
taxable in the hands of employees. The Plan currently provides that employees have to pay exercise amount and perquisite tax
at the time of exercise of stock options.

In order to ease the cash outflow at the time of exercising the stock options, it is proposed that the company may provide an
option to its employees to bear the tax on exercise of stock options in compliance with the applicable provisions of the Income-
tax Act, 1961. This arrangement will be cash neutral to the company as the tax to be borne would be part of employee’s total
salary entitlement.

14 | Annual Report 2021-22

 Biocon Limited

(3) The Plan currently provides an option of cash settlement under cashless route wherein the Trust may sale entire Options on
behalf of the employees. The Trust remits the sale proceeds to the employees after retaining exercise amount, tax obligations
and other related expenses. However, SEBI vide its notification no. SEBI/LAD-NRO/GN/2021/40 dated 13th August, 2021 has
amended the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 wherein on exercise of Options under
cashless route, cash settlement is not permissible and Trust is only allowed to sell shares limited to funding of exercise amount,
tax obligations and other related expenses. Thus, variation in Plan is proposed to align the amendment in regulation.

Considering the above, the following key amendments are being proposed in the Plan :

Item Existing Provision Amended/New Provision

Clause 5: 5.1 The Company proposes to implement 5.1 The Company proposes to implement the Plan,
‘Implementation & the Plan, through the trust route wherein through the Trust route wherein the Trust shall
Administration’ the Trust shall acquire the shares by acquire the shares by direct allotment from the
direct allotment from the Company Company or through market acquisition or utilize
which will subsequently be transferred surplus shares lying with the Trust from other
to the Grantees as and when the RSUs Stock Option Plan(s) of the Company. These
are exercised. The Company believes shares will subsequently be transferred to the
that the implementation of the Plan Grantees as and when the RSUs are exercised.
through Trust will be in the best interests The Company believes that the implementation
of the Company and its shareholders and of the Plan through Trust will be in the best
will enable the Company to retain and interests of the Company and its shareholders
incentivize eligible employees. and will enable the Company to retain and
incentivize eligible employees.
Clause 6: ‘Biocon 6.2 The Trust shall acquire shares by way of 6.2 The Trust shall acquire shares by way of fresh
India Limited fresh allotment from the Company and allotment from the Company or through market
Employees Welfare shall utilize such shares for the purpose acquisition or utilize surplus shares lying with
Trust’ of transferring them to the Grantees the Trust from other Stock Option Plan(s) of the
upon Exercise of the RSUs under the Company and shall utilize such shares for the
Plan. purpose of transferring them to the Grantees
upon Exercise of the RSUs under the Plan.
Clause 11: 11.1 After vesting, the RSUs can be exercised 11.1 After vesting, the RSUs can be exercised in one
in one or both of the following routes:- or both of the following routes:-
‘Exercise of RSUs’
a. Cash Route:-
a. Cash Route:-
In this route, the Grantee will receive the shares
In this route, the Grantee will receive the
equivalent to the number of the RSUs exercised
shares equivalent to the number of the
in accordance with the terms and conditions of
RSUs exercised in accordance with the
the Plan after he/she has made the payment of
terms and conditions of the Plan after
the exercise price and applicable perquisite tax.
he/she has made the payment of the
exercise price and applicable perquisite
However, an option may be provided to the
tax.
Grantees, for the company to bear the applicable
tax liability, triggered by the exercise of their
RSUs, in compliance with applicable provisions
of the Income-tax Act, 1961.

Metamorphosis | 15
 Item Existing Provision Amended/New Provision
b. Cashless Route:- b. Cashless Route:-
• Cash Settlement: In this case, the • In this route, the Trust will sell the required number
Grantee will receive the sale proceeds of shares, arising out of the RSUs exercised in
of the shares equivalent to the number accordance with the terms and conditions of the
of the RSUs in accordance with the plan, sufficient to fund exercise price, perquisite
terms and conditions of the plan after tax amount and other related expenses. and
deduction of the exercise price and the transfer the balance number of Shares to the
applicable perquisite tax from such sale Grantee. The perquisite tax collected by the Trust
proceeds including any expense thereon. will be transferred to the company.

• Shares Settlement: In this case, the

Trust will sell the required number of
Shares, arising out of the RSUs exercised
in accordance with the terms and
conditions of the plan, sufficient to adjust
the exercise price and the perquisite tax
amount and transfer the balance number
of Shares to the Grantee.

To give effect to the above proposed variations, the consequential changes have been made in Clauses 12, 21 & 23 of the Plan
and Clause 11.7 has been deleted. Further, the Clause 3 of the Plan has been modified to incorporate the new definition of
Employee, Group etc. as per recent regulatory amendments. The Clauses have been renumbered accordingly.

The salient features of the Plan as approved by the shareholders at their meeting held on July 24, 2020, remains unchanged
and should be read, interpreted in conjunction with the modification proposed hereinabove.

The members may note that the maximum percentage of secondary acquisition that can be made by the ESOP Trust for the
purposes of the Plan shall be within the permissible limit as prescribed under the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

The members may note that the above stated amendments are not inconsistent with the existing provisions of the scheme.
Further, the terms of the modified plan are not detrimental to the interests of the Participants of the Company or subsidiaries.

A copy of the draft revised RSU Plan is available electronically for inspection by the members.

None of the Directors, Manager, Key Managerial Personnel of the Company, and their respective relatives are in anyway
concerned or interested (financially or otherwise) in the resolution except to the extent of equity shares held by them in the
Company or the RSU’s to be granted under the Plan.

In terms of applicable provisions of the Companies Act, 2013 and Regulation 6 read with Regulation 7 of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, the Board recommends the resolution as set out in Item No. 7 of the
AGM Notice for the approval of the members as a Special Resolution.

Item No. 8: To ratify the remuneration payable to the Cost Auditors for the Financial Year 2022-23.

The Board of Directors at their meeting held on April 28, 2022 approved the appointment of M/s. Rao, Murthy & Associates, Cost
Auditors to conduct the audit of cost records of the Company for the financial year ending March 31, 2023 at a remuneration of
Rs. 4,00,000 plus applicable taxes and out of pocket expenses, as recommended by the Audit Committee of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly,
ratification by the members is sought for the remuneration payable to the Cost Auditors for the financial year ending March 31,
2023, by passing an Ordinary Resolution.

16 | Annual Report 2021-22

 Biocon Limited

The Board recommends the resolution set out at Item No. 8 of the Notice for approval by the members by way of an Ordinary
Resolution.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution.

By Order of the Board of Directors

Sd/-
Place: Bengaluru Mayank Verma
Date: June 30, 2022 Company Secretary

Biocon Limited
Regd. Office: 20th KM, Hosur Road,
Electronic City, Bengaluru – 560 100
CIN: L24234KA1978PLC003417
Email: co.secretary@biocon.com
Website: www.biocon.com
Phone: 080 - 2808 2808
Fax: 080 – 2852 3423

Metamorphosis | 17
ADDITIONAL INFORMATION ON DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT AT THE 44TH AGM.
[Pursuant to Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings issued by ICSI]

Brief Profile of Ms. Kiran Mazumdar Shaw

Ms. Kiran Mazumdar-Shaw is a pioneering biotech entrepreneur, a healthcare visionary, and a

passionate philanthropist. Her vision is to enable universal access to high quality medical products,
particularly to address the global chronic disease burden. She is a pioneer of India’s biotech industry
and founder of Biocon, an innovation-led global biotechnology enterprise.

Her visionary journey has earned her several coveted titles and awards, both national and international,
including India’s top civilian awards, Padma Shri and Padma Bhushan, as well as, the highest French
distinction, Knight of the Legion of Honour and Australia’s Highest Civilian Honour, the Order of
Australia.

A well-regarded global influencer, she has most recently been named as the winner of EY World Entrepreneur of the Year™ 2020
Award and also ranked among the world’s top 20 inspirational leaders in the field of biopharmaceuticals in The Medicine Maker
Power List 2020.

She serves on the board of Infosys, Narayana Hrudayalaya and United Breweries.

She holds key positions in various industry, educational, government and professional bodies. She was elected full-term member of
the Board of Trustees of the prestigious Massachusetts Institute of Technology (MIT), U.S. in 2018 and as a Member of the National
Academy of Engineering, U.S. in 2019.

She holds a bachelor’s degree in science (Zoology Hons.) from Bangalore University and has earned a master’s degree in malting
and brewing from Ballarat College, Melbourne University. She has been awarded with several honorary degrees by national and
international universities of repute, including Ballarat (2004), University of Abertay (2007), University of Glasgow (2008), Heriot-
Watt University (2008), National University of Ireland (2012), Trinity College, Dublin (2012), Presidency University, Kolkata (2017),
and Deakin University, Australia (2019), for her pre-eminent contributions in the field of biotechnology.

Brief Profile of Mr. Eric Vivek Mazumdar

Mr. Eric Vivek Mazumdar is an Assistant Professor of Computing & Mathematical Sciences and
Economics at the California Institute of Technology.

Being an avid learner, he has worked on many research projects from reputable institutions such as
the University of California, Berkeley, MIT Computer Science and Artificial Intelligence Laboratory and
the MIT Koch Institute for Cancer Research.

As a Ph.D. scholar from UCLA, Berkeley, he has developed tools and understanding, necessary for
deploying Machine learning algorithms into societal-scale systems. He has also focused on studying the
fundamental limits of learning algorithms in societal systems, and designing machine learning algorithms in real-world deployment,
with applications in intelligent infrastructure, the delivery of healthcare, and e-commerce.

He was awarded Simons Institute Research Fellowship to pursue research at the intersection of machine learning and economics.

18 | Annual Report 2021-22

 Biocon Limited

Brief Profile of Ms. Naina Lal Kidwai

Ms. Naina Lal Kidwai is an Additional Director and Senior Advisor Rothschild India, Senior Advisor
Advent International and member of the Mission board of EQT Future Fund; a Non-Executive Director
on the boards of Holcim, Nayara Energy, Gland Pharma, UPL and Past President of FICCI (Federation
of Indian Chambers of Commerce & Industry). She retired in December 2015 as an Executive Director
on the board of HSBC Asia Pacific and Chairman HSBC India and in April 2018 from the global board
of Nestle.

She chairs the Financial Services Working Group of the BRICs Business Council and is a member the
INDO-ASEAN Business Council. She is also a member of the Army Group Insurance Fund’s Investment
Advisory Committee, Harvard Business School’s South Asia Advisory Board, Standard Chartered Bank’s International Advisory
Council, The Mission board of EQT Future Fund, India Advisory Council of the U.S.-India Business Council (USIBC) and Trustee of
Asia House in the UK.

An MBA from Harvard Business School, she is the recipient of several awards and honours including the Padma Shri for her
contribution to Trade and Industry. She is engaged with institutions in environment, water and sanitation and has authored 3 books
including the bestsellers “30 women in Power: Their Voices, Their Stories” and “Survive Or Sink: An Action Agenda for Sanitation,
Water, Pollution, and Green Finance”.

Her interests in Water, Sanitation and the environment and empowerment of women are reflected in her engagements at Shakti
Sustainable Energy Foundation, International Advisory Council of the Inquiry of United Nations Environment Program (UNEP),
Commissioner for the Global Commission on Economy & Climate, Advisory Board Wildlife Conservation Trust, The Rockfeller
Foundation Economic Council for Planetary Health, Chair of FICCI’s Water Mission and founder and Chair of the India Sanitation
Coalition.

She has been a member of the Government of India’s Industry Task Force, the Prime Minister’s Trade and Industry Council, the
National Manufacturing Council, the National Trade Council, and on the Working Group on Banking, Financial Sector Legislative
Reforms Commission and the National Institute of Bank Management.

Other details:

Name of the Director Ms. Kiran Mazumdar Shaw Mr. Eric Vivek Mazumdar Ms. Naina Lal Kidwai
(DIN: 00347229) (DIN: 09381549) (DIN: 00017806)
Date of Birth & Age March 23, 1953 January 12, 1993 April 16, 1957
(69 Years) (29 Years) (65 Years)
Date of Appointment Since Inception November 1, 2021 April 28, 2022
(Re-appointed as an Executive
Chairperson w.e.f. April 01,
2020)
Nature of his/her expertise Research and Innovation, Research and Innovation, Research and Innovation,
in specific functional areas General Management, Finance Finance & Risk Management General Management, Finan
& Risk Management, Corporate and Technology & digital ce & Risk Management,
Governance & Compliance, perspective Corporate Governance &
Global Healthcare and Scientific Compliance and Global
Knowledge Healthcare

Metamorphosis | 19
Name of the Director Ms. Kiran Mazumdar Shaw Mr. Eric Vivek Mazumdar Ms. Naina Lal Kidwai
(DIN: 00347229) (DIN: 09381549) (DIN: 00017806)
Qualification • Master’s degree in Malting • Ph.D., Electrical • MBA from Harvard
and Brewing from Ballarat Engineering and Business School
College, Melbourne Computer Science from • BA, Economics, Lady Shri
University University of California, Ram College for Women
• Bachelor’s degree in Science Berkeley
• Chartered Accountant
(Zoology Hons.) from • B.Sc., Electrical
Bangalore University Engineering and
Computer Science
from Massachusetts
Institute of Technology,
Cambridge, MA
Relationship with other Prof. Ravi Rasendra Mazumdar Prof. Ravi Rasendra Mazumdar
Directors, Managers and is brother and Mr. Eric Vivek is father and Ms. Kiran NIL
KMPs Mazumdar is nephew. Mazumdar-Shaw is aunt.
Directorship held in other Please refer Corporate Please refer Corporate 1. Gland Pharma Limited
listed entities Governance Report Governance Report 2. UPL Limited
Membership of Committees 1. United Breweries Limited NIL 1. 
Gland Pharma Limited
of the Board in other listed – Nomination and – Risk Management
entities Remuneration Committee Committee (Chairperson)
(Chairperson); CSR 2. 
UPL Limited –
Committee (Member); Risk Sustainability Committee
Management Committee (Chairperson)
(Chairperson); Borrowing
Committee (Member)
2. Infosys Limited - Nomination
and Remuneration
Committee (Member); CSR
Committee (Chairperson);
Risk Management
Committee (Member);
Environmental, Social and
Corporate Governance
Committee (Chairperson)
3. Narayana Hrudayalaya
Limited - Nomination and
Remuneration Committee
(Member)
Listed entities from which NIL NIL 1. 
Larsen and Toubro
he / she has resigned in the Limited (28.02.2021)
past 3 (three) years 2. Cipla Limited
(31.03.2022)
3. 
Max Financial Services
Limited (31.05.2022)
Number of meetings of the 5 (Five) 2 (two) NA
Board attended during the
year [Out of 5 (five) held]

20 | Annual Report 2021-22

 Biocon Limited

Name of the Director Ms. Kiran Mazumdar Shaw Mr. Eric Vivek Mazumdar Ms. Naina Lal Kidwai
(DIN: 00347229) (DIN: 09381549) (DIN: 00017806)
Terms and conditions Liable to retire by rotation Liable to retire by rotation Not liable to retire by rotation
of Appointment or Re-
appointment
Remuneration last drawn Rs. 24.60 Million Rs. 2.52 Million NA
[FY 2021-22]

Remuneration sought to be Entitled to remuneration as may Entitled to sitting fees and Entitled to sitting fees and
paid be approved by the Nomination remuneration as may be remuneration as may be
and Remuneration Committee approved by the Nomination approved by the Nomination
and the Board of Directors of and Remuneration Committee and Remuneration Committee
the Company, from time to time and the Board of Directors of and the Board of Directors of
within the overall limits as per the the Company, from time to the Company, from time to
Companies Act, 2013. time within the overall limits time within the overall limits
as per the Companies Act, as per the Companies Act,
2013. 2013.
Shareholding in Biocon 47,57,25,384 21,68,000 NIL
Limited 39.62% 0.18%
Shareholding as a beneficial - - -
owner

INSTRUCTIONS FOR E-VOTING

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 all resolutions set forth in this Notice, from a place other than the venue of the Meeting,
to Members holding shares as on July 21, 2022, being the cut -off date fixed for determining 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 having to register 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, who acquires shares of the Company and becomes
a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and
password by sending a request at evoting@Kfintech.com. However, if he / she is already registered with KFintech for remote
e-Voting then he /she can use his / her existing User ID and password for casting the vote.

In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a
Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below
under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode.”

Metamorphosis | 21
The details of the process and manner for remote e-Voting and e-AGM 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: 1. Existing user who have opted for Easi / Easiest:
I. Visit URL: https://eservices.nsdl.com I. Visit URL: https://web.cdslindia.com/myeasi/home/login
II. Click on the “Beneficial Owner” icon under “Login” or URL: www.cdslindia.com
under ‘IDeAS’ section.
II. Click on New System Myeasi
 III. 
On the new page, enter User ID and Password.
Post successful authentication, click on “Access to III. Login with your registered user id and password.
e-Voting”
Iv. The user will see the e-Voting Menu. The Menu
IV. Click on company name or e-Voting service provider will have links of ESP i.e. KFintech e-Voting portal.
(i.e. KFintech) and you will be re-directed to e-Voting
service provider website for casting the vote during V. Click on e-Voting service provider name to cast
the remote e-Voting period. your vote.

2. User not registered for IDeAS e-Services: 2. User not registered for Easi/Easiest:
I. To register click on link: https://eservices.nsdl.com I. Option to register is available at
II. Select “Register Online for IDeAS” or click at https://  h t t p s://web.cdslindia.com/myeasi/Registration/
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp EasiRegistration
II. Proceed with completing the required fields.
III. Proceed with completing the required fields.
III. Post registration is completed, follow the steps given
IV. Follow steps given in points 1. in point 1.
3. 
Alternatively by directly accessing the e-Voting 3. 
A lternatively, by directly accessing the e-Voting
website of NSDL: website of CDSL:
I. Open URL: https://www.evoting.nsdl.com/ I. Visit URL: www.cdslindia.com
II. Click on the icon “Login” which is available under II. Provide your demat Account Number and PAN No.
‘Shareholder/Member’ section. III. 
System will authenticate user by sending OTP on
III. A new screen will open. You will have to enter your registered Mobile & Email as recorded in the demat
User ID (i.e. your sixteen digit demat account number Account.
held with NSDL), Password / OTP and a Verification IV. After successful authentication, user will be provided
Code as shown on the screen. links for the respective ESP, i.e. KFintech where the
IV. Post successful authentication, you will be redirected e- Voting is in progress.
to NSDL Depository site wherein you can see e-Voting V. Click on company name and you will be redirected
page. to KFintech e-voting website for casting your vote
V. Click on company name or e-Voting service provider during the remote e-voting period.
name and you will be redirected to KFintech e-Voting
website for casting your vote during the remote
e-Voting period.

22 | Annual Report 2021-22

 Biocon Limited

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 Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at evoting@nsdl.co.in or call at helpdesk by sending a request at helpdesk.evoting@cdslindia.
toll free no.: 1800 1020 990 and 1800 22 44 30 com or contact at 022- 23058738 or 22-23058542-43.

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) xxxx followed by folio number. In case of Demat account, User 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., “Biocon Limited - AGM” and click on “Submit”.

Metamorphosis | 23
 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.

XIII. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name Even No.”
The documents should reach the Scrutinizer on or before 17:00 pm on July 27, 2022.

B. Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the
Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following
process:

I. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and
e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with
KFintech, by accessing the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx. Members are
requested to follow the process as guided to capture the email address and mobile number for sending the 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.

II. Alternatively, 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, self-attested PAN copy and Client Master copy
in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of
AGM and the e-voting instructions.

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

In case of Members who have not registered their email IDs (including Members holding shares in physical form), may
please follow the steps for registration of email IDs and obtaining User ID and Password for e-voting as mentioned in para
16 of the “Notes” and para (c & d) under the “Other Instructions” section below also.

C. Voting at the Annual General Meeting:

I. The ‘Vote Now Thumb sign’ on the left hand corner of the video screen shall be activated upon instructions of the
chairperson during the AGM proceedings. Members shall click on the same to take them to the “Insta-poll” page
and Members to click on the “Insta-poll” icon to reach the resolution page and follow the instructions to vote on the
resolutions.

24 | Annual Report 2021-22

 Biocon Limited

II. Those Members who are present in the Meeting through VC and have not cast their vote on resolutions through remote
e-voting, can vote through Insta-poll at the Meeting. Members who have already cast their votes by remote e-voting are
eligible to attend the Meeting. However, those Members are not entitled to cast their vote again at the Meeting.

III. A Member can opt for only single mode of voting i.e. through Remote e-voting or voting during the AGM. If a Member
casts votes by both modes then voting done through Remote e-voting shall prevail and vote during the AGM shall be
treated as invalid.

The Company has appointed Mr. V Sreedharan, Practicing Company Secretary, partner of M/s V Sreedharan & Associates,
Company Secretaries, Bengaluru (FCS 2347; CP 833) and in his absence Mr. Pradeep B Kulkarni, Practicing Company Secretary,
Bengaluru (FCS 7260; CP 7835) or Ms. Devika Sathyanarayana (ACS 16617; CP 17024), Partners of the same firm as Scrutinizer
to scrutinize the e-voting process in fair and transparent manner.

The scrutinizer shall immediately after the conclusion of voting at the AGM, unblock the votes cast through e-voting (votes
cast during the AGM and votes cast through remote e-voting), count the votes and shall submit a consolidated Scrutinizer’s
Report of the votes cast in favour or against, if any, within stipulated timelines from the conclusion of the voting to the
Chairperson of the Company or a person authorised by him in writing who shall countersign the same. The Chairperson or a
person authorised by him in writing shall declare the result of voting forthwith.

The results of the e-voting along with the scrutinizer’s report shall be communicated immediately 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 at https://evoting.kfintech.com immediately after the result is
declared by the Chairperson or any other person authorised by the Chairperson.

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.

a. 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).

b. The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on
the cut-off date i.e. Thursday, July 21, 2022.

d. In case a person has become a shareholder of the Company after dispatch of AGM Notice but on or before the cut-off date
for E-voting i.e., July 21, 2022, he/she may obtain the User ID and Password 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 <space> E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD <SPACE> IN12345612345678

Example for CDSL: MYEPWD <SPACE> 1402345612345678

Example for Physical: MYEPWD <SPACE> 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.

Metamorphosis | 25
 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. However, KFintech shall endeavour to send User ID and
Password to those new Members whose mail ids are available.

e. Shareholders who have not registered their mail address and in consequence the Annual Report, Notice of AGM and e-voting
instructions could not be serviced, may temporarily get their email address and mobile number registered with the RTA
of the Company, by clicking the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx. Shareholders are
requested to follow the process as guided to capture the email IDs and mobile number for sending the soft copy of the notice
and e-voting instructions along with the User ID and Password. In case of any queries, shareholder may write to einward.ris@
kfintech.com.

Alternatively member may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the
signed request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in respect of
shares held in electronic form and copy of share certificate in respect of shares held in physical form for sending the Annual
report, Notice of AGM and the e-voting instructions.

26 | Annual Report 2021-22