Caprihans India Ltd Directors Report

To THE MEMBERS

Your Directors have pleasure in presenting their 80th (Eightieth) Annual Report on the business and operations of the Company together with the audited standalone and consolidated financial statements for the financial year ended March 31,2026.

1. FINANCIAL RESULTS:

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations including Other Income	738.08	767.57	742.92	767.57
Profit/ (Loss) before Interest, Depreciation, Tax and Exceptional Items	-50.98	-72.74	-49.81	-73.12
Exceptional Items — Income / (Expenses)	-1.64	-6.05	-1.64	-6.05
Profit/ (Loss) before Tax	-52.62	-78.79	-51.45	-79.17
Tax Expense (incl. Deferred Tax)	-4.45	-16.51	-4.45	-16.51
Profit / (Loss) After Tax	-48.17	-62.28	-47.00	-62.66
Other Comprehensive (Loss) / Income for the year	2.39	-0.52	2.40	-0.52
Total Comprehensive Income for the year	-45.78	-62.80	-44.60	-63.18

2. DIVIDEND:

Considering the current business situation and continued business losses, your Board of Directors does not recommend any dividend on equity shares or preference shares for the financial year 2025-26.

3. TRANSFER TO RESERVES:

Din view of the losses incurred during the financial year under review, the Board of Directors has decided not to transfer any amount to the General Reserve.

4. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

During the financial year, the Companys operating environment presented challenges in working capital management, which moderated topline growth by Rs. 24.60 Crores. However, operational efficiency gains delivered positive momentum in the bottom line, with Gross Profit margin expanding from 18.0% to 19.8%. This margin improvement reflects effective cost management and improved product mix optimization, demonstrating the Companys ability to enhance profitability notwithstanding the revenue headwind.

The commissioning of the new Flexible PVC manufacturing facility at Taloja progressed during the year, with completion targeted for the ensuing financial period. In alignment with our commitment to workforce stability and pursuant to an agreement with the Union representing workers at this unit, the Company continued to remunerate all employees at full wages and extended benefits during the pre-operative phase. These pre-operative expenses, while impacting shortterm profitability, underscore the Companys adherence to industrial relations best practices and safeguard longterm operational continuity at this strategic facility. Upon full commissioning, this facility is expected to contribute meaningfully to the Companys manufacturing capacity and market presence in the Flexible PVC segment.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

a. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year (March 31, 2026) to which the financial statements relate and the date of this Report.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2025-26.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b. Appropriate accounting policies have been selected and applied consistently, and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the loss of the Company for that period;

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. The Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Board of Directors:

Mr. Sanjeev Tole (DIN: 00128292) was appointed as an Additional Director (Non-Executive Independent Director) of the Company for a term of 5 (Five) consecutive years with effect from February 10, 2026 up to February 09, 2031 on the recommendation of the Nomination & Remuneration Committee and the Board of Directors and further approved by the Shareholders of the Company at their Extra Ordinary General Meeting held on May 09, 2026.

In the opinion of the Board, Mr. Sanjeev Tole possesses requisite integrity, expertise, experience, and proficiency (including passing the online proficiency self-assessment test as applicable) as prescribed under the Act.

(b) Key Managerial Personnel (KMP) Changes:

Chief Financial Officer: Mr. Guman Mal Jain resigned and ceased to be the Chief Financial Officer of the Company w.e.f. the closure of business hours on February 10, 2026. Mr. Pritam Paul was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 1 1, 2026, in addition to his present role as the Business Head - Flexible PVC.

Company Secretary & Compliance Officer: Due to change of role, Mr. Pritam Paul ceased to be the Company Secretary & Compliance Officer at the close of business on November 12, 2025 and Mr. Rajesh P. Likhite was appointed as the Company Secretary & Compliance Officer effective from November 13, 2025.

(c) Re-appointment of Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mrs. Ankita J. Kariya (DIN: 8292735), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her reappointment.

(d) Declaration by Independent Directors:

The Independent Directors have submitted their Declaration of Independence pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI LODR Regulations, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)

(b) of the SEBI LODR Regulations. The Board took on record the declarations after assessing their veracity.

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION (NOMINATION & REMUNERATION POLICY)

The Company has framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations. The policy lays down criteria for determining qualifications, positive attributes, independence of Directors and remuneration of Directors, KMPs, and other employees. The detailed Policy is available on the Companys website at: https://www.bilcare.com/pdf/ policies/nomination-remuneration-policv.pdf.

10. EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the provisions of Section 134(3)(p), Section 149(8), and Schedule IV of the Act read with Regulation 17(10) of the Listing Regulations:

1. The performance evaluation of the Board as a whole, its Committees and all individual Directors was conducted based on the criteria and evaluation framework adopted by the Board.

2. A separate meeting of the Independent Directors was held on February 10, 2026, without the attendance of Non-Independent Directors and management executives, to review the performance of NonIndependent Directors, the Board as a whole, and the Chairperson.

11. COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has constituted the following statutory committees in accordance with the Companies Act, 2013 and SEBI LODR Regulations:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholders Relationship Committee.

d) Corporate Social Responsibility (CSR) Committee.

Audit Committee: The Company has constituted an Audit Committee in compliance with Section 177 of the Act and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) of the Act along with its terms of reference incorporating its functions are disclosed and available in the Corporate Governance Report forming part of the Annual Report. All the recommendations made by the Audit Committee from time to time were deliberated and accepted by the Board during the Financial Year 2025-26. Details of composition, terms of reference, and meetings held during the year are provided in the Corporate Governance Report annexed hereto.

12. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the financial year 2025-26. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

13. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), specifically Secretarial Standard-1 (SS-1 on Meetings of the Board of Directors) and Secretarial Standard-2 (SS-2 on General Meetings).

14. SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE COMPANIES

To expand the Companys footprint in the European and North American markets, the Company had set up a 100% subsidiary named M/s. Bilcare Research GmbH at Lindenstr. 15, 60325 Frankfurt/M., Germany, and has subscribed Rs. 0.22 Crore towards acquiring 25,000 Shares (100%) of Euro 1/- each.

a) The turnover of the said subsidiary stood at Rs. 4.84 Crores (Previous Year: Nil).

b) The consolidated financial statements presented by the Company include the financial results of this subsidiary.

c) A statement containing salient features of the financial statement of the subsidiary in the prescribed Form AOC-1 is annexed to the financial statements.

d) No other company became or ceased to be a subsidiary, joint venture, or associate during the financial year under review.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in Annexure - I to this Report.

16. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

In terms of SEBI LODR Regulations and the Companies Act, 2013, the Management Discussion and Analysis Report and the Corporate Governance Report together with the Auditors Certificate on Compliance of conditions of Corporate Governance form integral parts of this Annual Report as Annexure - II and Annexure - III, respectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated a Corporate Social Responsibility Policy in accordance with Section 135 of the Companies Act, 2013. The Annual Report on CSR activities containing details of the policy and expenditure incurred is annexed as Annexure - IV.

18. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed or operating effectively as there was no change in process or control mechanism during the year. However, the Management has noted the Qualified Opinion of the Statutory Auditors in Annexure - B on possible implications in the areas of contract management, delay in deduction of TDS, period closing process, maintenance of fixed assets registers etc. which are primarily due to parallel operation in Oracle & SAP across all locations. The Company has already initiated integration process of these two softwares to overcome operational difficulties..

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns and grievances. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and provides direct access to the Chairperson of the Audit Committee in appropriate cases. The Whistle Blower Policy may be accessed on the Companys website at: https://www. bilcare.com/pdf/policies/whistle-blower-policv.pdf.

20. FAMILIRISATION PROGRAM FOR INDEPENDENT DIRECTORS

According to the provisions of Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed various programmes to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. All Board Members are made aware of from time to time, latest applicable legal, regulatory and business developments / updates, by way of presentations where Directors have an opportunity to interact with Key Management Personnel. Presentations include inter-alia, quarterly and annual results, budgets, review of internal audit report, updates relating to business operations and performance, financial parameters, changes in senior management, major litigations, compliances, risk management and regulatory scenarios and related matters as may arise from time to time. The familiarization program is available on the website of the company and the link is as under: https://www.bilcare.com/pdf/policies/details-of- familiarisation-programs-imparted-to-independent- directors.pdf

21. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All women employees (permanent, temporary, contractual and trainees), as well as any women visiting the Companys office premises are covered under the Policy. The Company has in place effective mechanism viz. the Internal Complaints Committee (ICC) where employees can voice their concerns and report any incidents of harassment without any hesitation. The Company has ensured wide dissemination of the Policy and has conducted various awareness programmes at all locations of its offices and at its plant. During the year under review, no complaints were received by the ICC.

22. AUDITORS AND AUDITORS REPORTS

(a) Statutory Auditors:

M/s. Patki & Soman, Chartered Accountants (Firm Reg. No. 107830W), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 79th AGM held on September 23, 2025, to hold office until the conclusion of the 84th AGM to be held in the year 2030.

(b) Statutory Auditors Report:

The Management has taken note of the observations of the Statutory Auditors regarding certain material weaknesses in internal financial controls relating to contract management, period-end financial closing and maintenance of records relating to tangible and intangible assets as the Company operates both in Oracle as well as SAP. Appropriate corrective measures have been initiated to strengthen the relevant controls and processes (including system integration) and ensure timely and accurate financial reporting. The Boards Report was under internal review and was unavailable to the Auditors at the date of their Report due to time constraints. Going forward, the Company will ensure timely availability of all required documents to the Auditors.

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

The Honble NCLT, vide its Order dated 5th June 2026, directed Bilcare Limited, inter alia, deposit of the outstanding amounts payable to the depositors together with accrued interest into the Investor Education and Protection Fund ("IEPF"). In compliance with the aforesaid Order, the outstanding principal and accrued interest was transferred to the IEPF on 10th July 2026. The Company hereby reports that it has successfully complied with all the directions contained in the said order in respect of public fixed deposits and has duly fulfilled/complied all the obligations thereunder. This represents a significant time bound compliance milestone for the Company and reflects its commitment towards meeting its regulatory obligations.

(c) Cost Auditors:

At the Seventy-Ninth (79th) Annual General Meeting held on September 23, 2025, M/s. Dhananjay V. Joshi & Associates, Cost Accountants (Firm Reg. No. 000030), were appointed as Cost Auditors for the financial year 2025-26. In terms of Section 148(1) of the Act, the Company has maintained required cost accounts and records.

(d) Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, M/s. DVD & Associates, Practicing Company Secretaries (Firm Reg. No. S2016MH35900D; Peer Review No. 1164/2021), were appointed as Secretarial Auditors. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - VI. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

(e) Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors, Cost Auditors, nor the Secretarial Auditors reported to the Audit Committee or the Board under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

23. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

A statement showing details of the employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure forming part of the Directors Report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary.

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 in Annexure - V to this Report.

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return of the Company in Form MGT-7 is hosted on the Companys website at: https://www.bilcare.com/ investors/financials.

25. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis, in compliance with the applicable provisions of Section 188 of the Act and Regulation 23 of SEBI LODR Regulations.

All related party transactions were placed before the Audit Committee for approval. There were no material related party transactions during the year requiring disclosure in Form AOC-2. The Policy on Related Party Transactions is available on the Companys website at: https://www.bilcare.com/pdf/policies/policy-on-related- partv.pdf.

26. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

Particulars of loans given, investments made, guarantees given, and securities provided under Section 186 of the Companies Act, 2013 are disclosed in the notes on financial statements.

27. DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

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

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs. 1,57,927.50/- of unpaid / unclaimed dividends of the FY 2017-18 were transferred during the year to the Investor Education and Protection Fund.

30. INDUSTRIAL RELATIONS & TALOJA RELOCATION

Industrial relations remained cordial during the year in respect of the Nashik and Pune plants. In respect of the Thane Flexible PVC plant relocation to the new site at ESR Industrial & Logistics Park, Taloja, the Company entered into a Memorandum of Settlement dated May 28, 2024 with the Union alongside other terms settled as per the side letter dated December 04, 2024 (acknowledged by the Union on December 05, 2024). The Company has complied with all statutory terms and conditions and has been discharging legal liabilities from time to time. The physical relocation process is underway and is expected to be completed in due course.

31. OTHER STATUTORY DISCLOSURES

Application / Proceeding under IBC, 2016: No applications were made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

Valuation Difference for One-Time Settlement: Not Applicable, as there was no one-time settlement with any Bank or Financial Institution during the year.

32. SHARE CAPITAL AND SHARE WARRANTS

Changes Due to Conversion of Warrants to Equity Shares:

The Company has issued and allotted 48,00,000 warrants, convertible into equivalent number of equity shares in one or more tranches having face value of Rs. 10/- each at a premium of Rs. 190/- per share aggregating to Rs. 96 crores to Bilcare Limited on a preferential basis. 25% of Issue price i.e. 24 crores have been received upfront on allotment of warrants and balance 75% is receivable on conversion of warrants in to Equity shares.

During the year, Out of the above 48,00,000 warrants, Company has converted 12,90,000 warrants [Previous year 14,90,000 warrants] into equivalent number of equity shares on receipt of balance 75% of issue price aggregating to 27,80,000 warrants as on 31/03/2026. Out of balance 20,20,000 warrants, 3,15,000 warrants (conversion due on or before 04.06.2026) could not converted to equity share as same was not exercised in specified period of 18 month by the Warrant Holder and stands forfeited/cancelled.

Changes Due to Redemption of Redeemable Preference Shares:

Last year, the Company has redeemed 4,63,50,000

0.1% Redeemable Preference Shares (RPS) of Rs 10/- each issued to Bilcare Limited and the same stands reduced to the equivalent amount. The Company has paid dividend @ 0.1% on RPS during the quarter ended March 31, 2025.

During the year Company has redeemed 31,50,000 0.1% Redeemable Preference Shares (RPS) of Rs 10/- each issued to Bilcare Limited and the same stands reduced to the equivalent amount. Due to inadequacy of profits and reserves, the Company could not pay dividend @ 0.1% on RPS during the quarter ended March 31, 2026.

Date	No of Warrants Issued	Remarks
03-Dec-24	14,90,000	Stand as fully paid
05-Dec-24	33,10,000	75% yet to paid
Total	48,00,000

 

Date	No of Shares Issued	Distinctive No
10-Jan-25	5,00,000	13133972 - 13633971
17-Jan-25	5,90,000	13633972 - 14223971
20-Jan-25	4,00,000	14223972 - 14623971
20-Mar-26	3,00,000	14623972-14923971
23-Mar-26	3,30,000	14923972-15253971
24-Mar-26	3,30,000	15253972-15583971
25-Mar-26	3,30,000	15583972-15913971
Total	27,80,000

Following is the status of Equity Shares, Preference Shares and Share Warrants as on 31.03.2026:-

Category	Face Value in Rs.	No. of Shares (31.03.2026)	No. of Shares (31.03.2025)
Equity Shares	Rs. 10/- Each	1,59,13,971	1,46,23,971
0.1% NonCumulative Redeemable Preference Shares	Rs. 10/- Each	16,35,00,000	16,66,50,000
Share Warrants -
Balance at the beginning of the year	Rs. 10/- Each	33,10,000	Nil
Equity Share Warrants Issued during the year	Rs. 10/- Each	Nil	48,00,000
Warrants converted during the year	Rs. 10/- Each	(12,90,000)	(14,90,000)
Balance Outstanding at year end	Rs. 10/- Each	20,20,000	33,10,000

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

34. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the continuous support, dedication, and services rendered by the employees of the Company at all levels. The Board also extends its sincere gratitude to the Bankers, Financial Institutions, Customers, Suppliers, Government Authorities, and Shareholders for their continued co-operation and confidence reposed in the Company.