Bilcare Ltd Directors Report

Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for FY 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report there on form part of this Annual Report.

Change in Nature of Business

The Company did not undergo any change in the nature of its business during the year under review.

Management Discussion and Analysis

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is part of this Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

Share Capital

During the year under review there has been no change in the capital structure of the Company. The paid-up capital of the Company as of March 31, 2026 is Rs. 23,54,52,310/- (Rupees Twenty Three Crores Fifty Four lakhs Fifty Two Thousand Three Hundred and Ten only).

Directors & Key Managerial Personnel (KMP)

The following changes occurred in the composition of the Board of Directors and Key Managerial Personnels of the Company during the FY 2025-26:

Appointment & Cessation

During FY 2025-26, no directors or KMP were appointed.

The following changes occurred in the Composition of the Board of Directors of the Company after the Balance Sheet date :

Advocate Ashwini Ashok Hasabnis was appointed as an Additional Woman Independent Director of the Company w.e.f. 25th April, 2026, subject to the approval of the Members. The necessary resolution seeking approval of the Members for her appointment as a Woman Independent Director of the Company was subsequently passed through Postal Ballot.

Mrs. Madhuri Vaidya ceased to be an Independent Director w.e.f 26th April, 2026 on account of completion of her second term. The Board expressed and took on record its deep appreciation of the services rendered by Mrs. Madhuri Vaidya during her tenure as the Director of the Company.

Mr. Mohan H. Bhandari has been appointed as an Additional and Executive Director w.e.f. August 13, 2026 for a period of Three (3) years till August 12, 2029, subject to the approval of the shareholders. In the opinion of the Board, Mr. Mohan H. Bhandari possesses the requisite integrity, expertise, experience and proficiency required for the proposed appointment.

Ms. Kavita Bhansali has been re-appointed as an Executive Director effective August 15, 2026 for a period of Three (3) years till August 14, 2029, subject to the approval of the shareholders. In the opinion of the Board, Ms. Kavita Bhansali possesses the requisite integrity, expertise, experience and proficiency, and her experience, knowledge of the Companys business and continued contribution to its management and growth support her proposed re-appointment.

Re-appointment of a Director liable to retire by rotation

In terms of Section 152 of the Companies Act, 2013, Dr. (Ms.) Kavita Bhansali, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and offers herself for re-appointment. Necessary Resolution for her reappointment is recommended for the approval of the shareholders of the Company in the ensuing Annual General Meeting.

There are no changes in Key Managerial Personnel (KMP) during the year.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

Familiarization Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. Further, the Board Members are apprised from time to time of the latest applicable legal, regulatory and business developments and updates through presentations and discussions, providing the Directors with an opportunity to interact with the Key Management Personnel of the Company. Such presentations cover, inter alia, quarterly and annual financial results, budgets, review of internal audit reports, updates on business operations and performance, financial parameters, changes in senior management, major litigations, compliance matters, risk management, regulatory developments and other relevant matters as may arise from time to time.

The Company has conducted various familiarization programmes and presentations for its Independent Directors to enable them to understand the Companys business, operations, industry, regulatory environment and their roles and responsibilities. The details of the familiarization programmes are available on the Companys website at the following link:https://www.bilcare-group.com/pdf/policies/Familiarization-Program-for-Independent-Directors.pdf

Directors Responsibility Statement

Pursuant to the requirement under the Section 134(5) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed and there are no material deviations from the same;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the Profit/loss of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the accounts for the financial year ended 31st March 2026 have been prepared on a ‘going concern basis;

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, Annual Return for the Financial Year 2025-2026 is available on the website of the company at www.bilcare-group.com.

Number of Meetings of the Board

During the Financial Year 2025-26, Six (6) Board Meetings were held, details of which are given in the Corporate Governance Report section.

Particulars of Loans, Guarantees and Investments under section 186 of the Companies Act, 2013

Particulars of Loans, guarantees and investments form part of the notes to the financial statement provided in this Annual Report.

An update on the Companys significant investments during the financial year is summarised below :

Redemption of Preference Shares Held in Caprihans India Limited

During the financial year under review, out of the total holding of 16,66,50,000, 0.1% Non-Cumulative, Non-Participating Redeemable Preference Shares of Rs10 each (Preference Shares), held by the Company in Caprihans India Limited, 31,50,000 Preference Shares were redeemed on 23rd March, 2026. Accordingly, as at 31st March, 2026, the Company continues to hold 16,35,00,000 Preference Shares.

Subsequent to the end of the financial year 2025-26, out of the balance of 16,35,00,000 Preference Shares of Rs10/- each, 2,55,75,000 Preference Shares were redeemed in multiple tranches. Thus, as on date the outstanding balance of Preference Shares held by the Company in Caprihans India Limited is 13,79,25,000 Preference Shares of Rs10/- each.

Conversion of Convertible Warrants and Increase in Equity Shareholding in Caprihans India Limited (CIL), a subsidiary of the Company

During the financial year 2025-26, the Company exercised its right to convert 12,90,000 Convertible Warrants, having an issue price of Rs200 (Rupees Two Hundred only) per warrant, into Equity Shares. Pursuant to the conversion, CIL allotted an equivalent number of Equity Shares of Rs10 each at a premium of Rs190 per share to the Company. Accordingly, the Companys holding of Convertible Warrants in CIL stood reduced to 20,20,000, while its aggregate holding of Equity Shares in CIL increased to 94,78,325 Equity Shares as at 31st March, 2026.

Subsequent to the end of the financial year 2025-26, the Company further exercised its right to convert 17,05,000 Convertible Warrants, having an issue price of Rs200 (Rupees Two Hundred only) per warrant, into Equity Shares. Pursuant to such conversion, CIL allotted an equivalent number of Equity Shares of Rs10 each at a premium of Rs190 per share to the Company. Accordingly, the Companys aggregate holding of Equity Shares in CIL increased to 1,11,83,325 Equity Shares.

Following the aforesaid conversion, 3,15,000 Convertible Warrants remained outstanding. The Company did not exercise its right to convert these warrants within the stipulated exercise period, which expired on 4th June, 2026. Accordingly, the said warrants lapsed and the amount paid thereon was forfeited. The amount forfeited was Rs1,57,50,000, being the 25% upfront amount paid by the Company towards such warrants.

Contracts and Arrangements with Related Parties

During the financial year 2025-26, the Company entered into transactions with its related parties in the ordinary course of business and on an arms length basis. The transactions were reviewed by the Audit Committee and the Board of Directors in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Company did not enter into any material related party transaction requiring approval of the Members under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company did not enter into any contracts, arrangements or transactions during FY 2025-26 that fall under the scope of Section 188(1) of the Companies Act, 2013. As required under the Act, the prescribed Form AOC-2 is appended as Annexure 1 to the Boards report.

The details of transactions with related parties, as required under the applicable Accounting Standards, are disclosed in the Notes forming part of the Financial Statements.

The Policy on materiality of related party transactions may be accessed on the Companys website at www.bilcare-group.com/investors/corporate-governance.

Amount Transfer to Reserves

Your Board of Directors do not propose to transfer any amount to the reserves.

Dividend

Your Board of Directors do not recommend any Dividend for the financial year ended 31st March 2026.

Conservation of Energy, Technology Absorption and Foreign exchange earnings & outgo

A. Conservation of Energy

i. Steps taken for Conservation of Energy:

Bilcare continued Energy conservation measures during the year by following means-

A) Conversion of 40 W fluorescent tube lights in S&D area, QA office & main office area to 20 W LED battens: 86 fittings (40-20= 20 W) .02 KW X 10 hrs per day = 0.2 KWh (Units) per day X 86 fittings = 17.2 Units per day X 365 days = 6,278 Units X Rs12.30 per Unit = Rs77,219.40/- saved for the year.

B) Conversion of 18 W CFL lights in office area (Level 1 & 2) to 10 W LED pencil s: 61 fittings (18-10 = 8 W) .008 KW X 10 hrs per day = .08 KWh (Units) per day X 61 fittings = 4.88 Units per day X 365 days = 1781.2 Units X Rs12.30 per Unit = Rs21,908.76/- saved for the year.

Leading to total saving of Rs99,128.16/- for the year.

B. Technology Absorption, Adaptation and Innovation

During the financial year, two new international patent applications were filed and one patent application filed earlier was granted in respect of the PPI Division, which is transferred to Caprihans India Limited.

Expenditure on Research & Development

i. During the financial year there is no R&D expenditure on a standalone basis.

ii. On a consolidated basis total R&D expenditure as a percentage of consolidated turnover is 0.37%

Foreign Exchange Earnings & Outgo

Corporate Social Responsibility (CSR)

The Company has Corporate Social Responsibility Policy as per the Provisions of Companies Act, 2013 and Rules made thereunder and is available on the website of the Company.

The Annual Report on CSR activities is annexed as Annexure - 2.

Audit Committee

The audit committee comprises of Mr. Rajesh Devene (Chairman of the Committee), Ms. Madhuri Vaidya and Mr. Shreyans Bhandari as members. All the recommendations made by the committee were accepted by the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

Independent Directors Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI Listing Regulations, a meeting of the Independent Directors of the Company was held on 12th February 2026 without the attendance of Non-Independent Directors and Members of the Management.

Information about Subsidiary/JV/ Associate Company

Consolidated Financial Statements of the Company are inclusive of the results of all the subsidiaries. Copies of annual accounts and related information of all the subsidiaries can be sought by any member of the Company by making a written request to the Company at the Registered Office. Above information is available for inspection at the Registered Office & on website of the Company. A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is presented in a separate section forming part of the financial statements. The Policy for determining ‘Material subsidiaries has been displayed on the Companys website at www.bilcare-group.com/investors/corporate-governance.

As on 31st March, 2026, Company has four (4) wholly owned subsidiaries viz. Bilcare GCS Inc., USA, Bilcare GCS Ireland Limited, Ireland, Bilcare Inc., USA, and Bilcare Pharma Solutions Limited and Caprihans India Limited, a subsidiary and Bilcare Research GmbH, Germany, a step down subsidiary.

Deposits

Given below are the details of deposits, covered under Chapter V of the Companies Act, 2013:

The Company has not invited/accepted deposits from public/ members during the year under review.

On 27th March, 2023, the Company transferred its Pharma Packaging Innovations (PPI) Division to Caprihans India Limited, its Subsidiary as a business undertaking on a going concern basis along with all the assets and liabilities pertaining to the PPI Division. Accordingly, Caprihans India Limited has undertaken to pay to the Company, the amount payable to the depositors. As on 31st March, 2026 the outstanding deposits were Rs3.92 Crs.

Subsequent to the end of the financial year, the Honble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its Order dated 5th June, 2026 in CP/286(MB)/2025, passed under Section 74(2) of the Companies Act, 2013, condoned the delay in repayment of the outstanding public deposits and directed the Company to deposit the outstanding amount payable to the depositors, together with interest accrued thereon up to the date of such deposit, into the Investor Education and Protection Fund Deposit Account (IEPF) maintained by the Government of India by 15th July, 2026.

During the pendency of the proceedings and prior to the passing of the Order dated 5th June 2026 by the Honble National Company Law Tribunal, Mumbai Bench ("NCLT"), the Company had repaid an aggregate principal amount of Rs1.69 Crores. to certain deposit holders whose fixed deposits had matured and who had submitted claims for the amounts due to them.

In compliance with the aforesaid Order of NCLT, on 10th July, 2026, the Company transferred an amount of Rs2.93 Crores. towards the outstanding amount payable to the depositors, together with interest accrued thereon up to the date of such deposit, to the Investor Education and Protection Fund Deposit Account (IEPF) maintained by the Government of India.

Further, in compliance with the directions of the NCLT, the Company issued notices in English and the vernacular language in newspapers having wide circulation in the State of Maharashtra and in the States where the unpaid depositors reside, informing such depositors of their right to file claims in respect of the outstanding deposits, in accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, on 24th July, 2026.

Accordingly, the Company has complied with the directions contained in the aforesaid Order.

Significant and Material Orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Vigil Mechanism

The Company has in place Whistle Blower Policy, wherein the Employees/ Directors/ Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Companys Code of Conduct. This mechanism provides safeguards against victimization of Employees, who report under the said mechanism. During the year under review, the Company has not received any complaints under the said mechanism. Your Directors hereby affirm that no personnel has been denied access to the audit committee. The Whistle Blower Policy may be accessed on the Companys website at www.bilcare-group.com/investors/corporate-governance.

Secretarial Standards of ICSI

The Company is in compliance with relevant provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India.

Corporate Governance

A report on Corporate Governance is given in this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Auditors

Statutory Auditors

Based on the recommendation of the Audit Committee, the Board of Directors proposed the appointment of M/s. Patki & Soman Associates, Chartered Accountants, Pune, as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting to be held in the year 2030. The appointment was approved by the Members of the Company at the 38th Annual General Meeting.

Secretarial Auditor

The Board had appointed M/s. Ghatpande & Ghatpande Associates, Company Secretaries, as the Secretarial Auditors of the Company for conducting the Secretarial Audit and issuing the Secretarial Compliance Report for a term of five (5) consecutive financial years from Financial Year 2025-26 to Financial Year 2029-30. The appointment was approved by the Members at the 38th Annual General Meeting. The Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed to this Report and marked as Annexure - 3.

Managements explanation to the observations and comments given by the Auditors

1. Public Fixed Deposits

Pursuant to the Business Transfer Agreement dated 27th March 2023, the liability towards Public Fixed Deposits was taken over by Caprihans India Limited, in accordance with the terms thereof.

During the year under review, the Company had filed Petition No. CP/286(MB)/2025 before the Honble National Company Law Tribunal, Mumbai Bench, under Section 74(2) of the Companies Act, 2013. The Honble NCLT, vide its Order dated 5th June 2026, directed, inter alia, deposit of the outstanding amounts payable to the depositors together with accrued interest into the Investor Education and Protection Fund ("IEPF") and publication of notices informing the unpaid depositors regarding the process for filing their claims.

In compliance with the aforesaid Order, an amount of Rs2,92,58,075/- towards outstanding principal and accrued interest was transferred to the IEPF on 10th July 2026. The requisite public notices were published on 24th July 2026 in English and vernacular newspapers in the respective States and the NCLT Order was also filed with the Registrar of Companies in Form INC-28.

Therefore, the Company is pleased to report that it has successfully complied with all the directions contained in the said order in respect of public fixed deposits and has duly fulfilled all the obligations thereunder. This represents a significant compliance milestone for the Company and reflects its commitment towards meeting its regulatory obligations.

2. SFIO Investigation

The Company had filed a writ petition before the Honble High Court of Bombay challenging the order dated 3rd June 2020 and notice dated 1st July 2020 relating to investigation by the Serious Fraud Investigation Office ("SFIO") under Section 212 of the Companies Act, 2013. Pursuant to the directions of the Honble High Court, the matter was examined by the Director General of Corporate Affairs, Government of India, after providing an opportunity of hearing to the Company. Subsequently, upon the order being passed by the Director General of Corporate Affairs, the Honble High Court disposed off the writ petition while granting liberty to the Company to assail the said order of Director General of Corporate Affairs by way of a fresh writ petition. The Company is taking appropriate legal steps in the matter.

3. Classification of Land as "Assets Held for Sale"

The classification pertains to a land asset which the Company intends to sell. The Company continues to be committed to the sale and discussions and due diligence with a potential buyer are presently in progress. Accordingly, based on the status of the proposed transaction and managements assessment, the asset continues to be classified as "Asset Held for Sale" in accordance with Ind AS 105 as on 31st March 2026. The Company expects the transaction to be concluded during FY 2026-27.

4. CSIR Loan

As disclosed in Note 32 to the Financial Statements, the Company has recognised the outstanding principal amount together with simple interest at the contractual rate of 3% per annum as its financial obligation. The additional penal interest of Rs1,772.14 lakhs claimed in respect of the CSIR loan has been disclosed as a contingent liability based on the Companys assessment of the matter.

The Honble High Court of Delhi, vide its Order dated 20th March 2026, has stayed the arbitral award for recovery of the dues in view of the notification issued by the Government of Maharashtra under the Maharashtra Relief Undertakings (Special Provisions) Act, 1958. Accordingly, the Company considers the accounting treatment and disclosures made in the Financial Statements to be appropriate.

5. Other Observations

The Management has taken note of the observations of the Statutory Auditors regarding certain material weaknesses in internal financial controls relating to period-end financial closing and maintenance of records relating to intangible assets. Appropriate corrective measures have been initiated to strengthen the relevant controls and processes and ensure timely and accurate financial reporting. The Boards Report was under finalization and was yet to be approved by the Board and hence could not be made available to the Statutory Auditors as at the date of their Report. The same has subsequently been finalized in accordance with the applicable provisions. Going forward the Company will ensure availability of the requisite draft Directors report to the Auditors in advance.

All the other observations and comments given by the Auditors are self-explanatory and do not call for any further comment.

Cost records and cost audits

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under provisions of Section 148 (1) of the Act are not applicable to the Company.

Details in respect of fraud reported by auditors

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

Risk Management

The Board of Directors has developed and implemented a comprehensive Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. The Company is not required to constitute a Risk Management Committee as per the SEBI LODR Regulations, 2015.

Particulars of Employees & Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure - 4 to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the said annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent, and the same will be furnished on request.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Mr. Shreyans Bhandari, Managing Director of the Company has received remuneration from Caprihans India Limited, subsidiary of the Company, in his capacity as President of Caprihans India Limited.

During the year under review, no application is made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code) and there is no instance of one-time settlement of the Company with any bank or financial institution.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy under POSH to prevent Sexual Harassment of Women at Workplace.

Your directors state that during the year under review, there were no complaints filed & there were no complaints pending at the end of the year pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

We thank our domestic and international customers, vendors, investors, banking community and investment bankers and all other stakeholders for their continued support during the year.

Your directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels worldwide.

We thank the Governments of various countries where we have our operations and also thank Central Government, various State Governments and other Government agencies for their positive co-operation and look forward to their continued support in future. Finally, we wish to express our gratitude to the members and shareholders for their trust and support.