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Caprihans India Ltd. — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
61444_rns_2026-04-17_149f8f50-dcbd-470f-b4ed-63f8cd73f136.pdf
Proxy Solicitation & Information Statement
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Tel +91 20 6749 0100
[email protected] www.caprihansindia.com
Caprihans India Limited 601, ICC Trade Towers, Pune 411016 India
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17 April 2026
The Secretary, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Ref: Code No. 509486
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulations 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform that the Extraordinary General Meeting (“EGM”) of the Company is scheduled to be held on Saturday, 09 May 2026 at 12:00 noon (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). In this regard, please find enclosed herewith the Notice of the EGM of the Company, which has been sent to the Members through electronic mode on 17 April 2026 and is also available on the website of the Company at www.bilcare.com.
The Company has provided the facility of remote e-voting as well as e-voting during the EGM in respect of the resolutions set out in the Notice of the EGM. The remote e-voting period shall commence on Wednesday, 06 May 2026 at 09:00 a.m. (IST) and end on Friday, 08 May 2026 at 05:00 p.m. (IST).
You are requested to take the above on record and acknowledge receipt of the same.
Thanking you,
Yours faithfully,
For Caprihans India Limited
2026.04.17 Rajesh P. Likhite Company Secretary & Compliance O�icer 17:59:58 +05'30' Caprihans India Limited 2025.001.20997
Rajesh P. Likhite
Company Secretary & Compliance Officer
Encl: As above
Pune Plant & Registered Office: 1028 Shiroli Rajgurunagar Pune 410505 India, Tel +91 2135 647300 CIN - L29150PN1946PLC232362 GST 27AAACC1646F1Z0
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Caprihans
India Limited
Regd. Office: 1028, Shiroli, Rajgurunagar, Khed, Pune – 410505, Maharashtra, India
CIN: L29150PN1946PLC232362
Website: www.bilcare.com
E-mail: [email protected]
Phone: +91 2135 647300
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting (EGM) of the Shareholders of Caprihans India Limited will be held on Saturday, 09 May 2026 at 12.00 noon (IST) through Video Conference (VC) / Other Audio-Visual Means (OAVM) to transact the following business:
SPECIAL BUSINESS:
1. APPOINTMENT OF MR. SANJEEV DINKAR TOLE (DIN: 00128292) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE YEARS.
To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company and pursuant to the recommendations of the Nomination and Remuneration Committee and approval of Board of Directors, Mr. Sanjeev Dinkar Tole (DIN: 00128292), who was appointed as an Additional Director (Non-Executive Independent Director) with effect from 10 February 2026, in terms of Section 161 of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria of independence prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and being eligible for appointment under the provisions of the Act and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) years commencing from 10 February 2026 upto 09 February 2031 (both days inclusive).
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval be and is hereby given for continuation of Mr. Sanjeev Dinkar Tole, beyond 11 January 2027, as an Independent Director of the Company on account of him attaining the age of 75 years on the said date.
RESOLVED FURTHER THAT any Director or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.”
By Order of the Board of Directors For Caprihans India Limited
Rajesh P. Likhite Company Secretary & Compliance Officer Membership No. A-13151
1028, Shiroli, Rajgurunagar, Khed, Pune – 410505, Maharashtra, India CIN: L29150PN1946PLC232362 E-mail: [email protected] Website: www.bilcare.com Phone: +91 2135 647300 Date: 17 April 2026 Place: Pune
NOTES:
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The Government of India, Ministry of Corporate Affairs has allowed conducting Extra Ordinary General Meeting through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and dispended the personal presence of the members at the meeting. Accordingly, the Ministry of Corporate Affairs issued General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, read with other relevant circulars, including General Circular No. 03/2025 dated 22[nd] September, 2025 (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by the Securities Exchange Board of India (“SEBI Circular”) prescribing the procedures and manner of conducting the Extra Ordinary General Meeting through VC/OVAM. In terms of the said circulars, the Extra Ordinary General Meeting (“EGM”) of the Members will be held through VC/OAVM. Hence, Members can attend and participate in the EGM through VC/OAVM only. The detailed procedure for participation in the meeting through VC/OAVM is available at the Company’s website: www.bilcare.com
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The helpline number regarding any query / assistance for participation in the EGM through VC/OAVM is 022 – 4918 6000 / 4918 6175.
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Pursuant to the Circular No. 14/2020 dated 8[th] April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the shareholders is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
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The attendance of the shareholders attending the EGM through VC/OAVM will be counted for reckoning the quorum under Section 103 of the Act.
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In line with the aforesaid MCA Circulars, the Notice calling the EGM has been uploaded on the website of the Company at www.bilcare.com. The Notice can also be accessed from the website of the Bombay Stock Exchange i.e. BSE Limited at www.bseindia.com and the EGM Notice is also available on the website of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (R&T Agent) (agency for providing the Remote e-Voting facility) at htps://instavote.linkintme.co.in/.
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Shareholders holding the shares in physical mode are requested to notify immediately of the change of their address and bank particulars to the R&T Agent of the Company. In case shares held in dematerialized form, the information regarding change of address and bank particulars should be given to their respective Depository Participant.
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The Shareholders can join the EGM through the VC/OAVM mode 15 (fifteen) minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1,000 shareholders on first come first served basis. This will not include large shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors etc. who are allowed to attend the EGM without restrictions on account
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Process and manner for shareholders opting for voting through electronic means:
i. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 8[th] April, 2020, 13[th] April, 2020, 5[th] May, 2020, 13[th] January, 2021, 14[th] December, 2021, 5[th] May, 2022, 28[th] December, 2022, 25[th] September, 2023, 19[th] September, 2024 and 22[nd] September, 2025 the Company is providing facility of remote e-voting to its shareholders in respect of the business to be transacted at the EGM.
For this purpose, the Company has entered into an agreement with R&T Agent, as the authorized e-voting agency for facilitating voting through electronic means. The facility of casting votes by a shareholder using remote e-voting as well as e-voting system on the date of the EGM will be provided by R&T Agent.
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ii. Cut-off date i.e. Saturday, 02 May 2026, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
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iii. A person who has acquired the shares and has become a shareholder of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e. Saturday, 02 May 2026, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or venue voting system on the date of the EGM by following the procedure mentioned in this part.
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iv. The remote e-voting will commence on Wednesday, 06 May 2026 at 9:00 a.m . (IST) and will end on Friday, 08 May 2026 at 5:00 p.m . (IST). During this period, the shareholders of the Company holding shares either in physical form or in demat form as on the Cut-off date. i.e. Saturday, 02 May 2026 may cast their vote electronically. The shareholders will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by R&T Agent thereafter.
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v. Once the vote on a resolution is cast by the Shareholder, he/she shall not be allowed to change it subsequently or cast the vote again.
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vi. Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
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vii. The voting rights of the shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Saturday, 02 May 2026.
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viii. The Company has appointed CS Umesh Parameshwar Maskeri, Practicing Company Secretary (FCS No. 4831 and COP No. 12704), to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the EGM, in a fair and transparent manner. The Scrutinizer shall after the conclusion of voting at the EGM, first count the votes cast during the EGM and thereafter unblock the votes cast through remote e-Voting and shall submit consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman & Managing Director or Company Secretary, who shall countersign the same and declare the result of the voting forthwith.
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The instructions for shareholders for remote voting are as under:
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In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
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Shareholders are advised to update their mobile number and email ID correctly in their demat accounts to access remote e-Voting facility.
Login method for Individual shareholders holding securites in demat mode is given below:
Individual Shareholders holding securites in demat mode with NSDL
Method 1 - NSDL IDeAS facility
Shareholders registered for NSDL IDeAS facility:
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a) Visit URL: htps://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
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c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
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- d) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for NSDL IDeAS facility:
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a) To register, visit URL: htps://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).
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Method 2 - NSDL e-votng website
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a) Visit URL: htps://www.evotng.nsdl.com
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Method 3 - NSDL OTP based login
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a) Visit URL: htps://eservices.nsdl.com/SecureWeb/evotng/evotnglogin.jsp.
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b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
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c) Enter the OTP received on your registered email ID/ mobile number and click on login.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securites in demat mode with CDSL
Method 1 – CDSL Easi/ Easiest facility
Shareholders registered/ opted for CDSL Easi/ Easiest facility:
a) Visit URL: htps://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
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b) Enter existing username, Password & click on “Login”.
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c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG Intime. Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for CDSL Easi/ Easiest facility:
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a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration/ https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
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b) Proceed with updating the required fields for registration.
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c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).
Method 2 - CDSL e-votng page
a) Visit URL: https://www.cdslindia.com .
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b) Go to e-voting tab.
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c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG Intime. Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Individual Shareholders holding securites in demat mode with Depository Partcipant
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL
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/ CDSL for e-voting facility.
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a) Login to DP website
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b) After Successful login, user shall navigate through “e-voting” option.
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c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
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d) Post successful authentication, click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Login method for shareholders holding securites in physical mode / Non-Individual Shareholders holding securites in demat mode Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:
STEP 1: LOGIN / SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
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a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
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b) Enter details as under:
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A. User ID: Enter User ID
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B. Password: Enter existing Password C. Enter Image Verification (CAPTCHA) Code
- Click “Submit”. (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)
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D. Click “Submit”.
Shareholders not registered for INSTAVOTE facility:
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a) Visit URL: htps://instavote.linkintme.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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A. User ID: Enter User ID
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B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP) / Company shall use the sequence number provided to you, if applicable.
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C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
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D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
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Shareholders holding shares in NSDL form , shall provide ‘point 4’ above
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Shareholders holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above
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E. Set the password of your choice. (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
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F. Enter Image Verification (CAPTCHA) Code.
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G. Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).
STEP 2: Steps to cast vote for Resolutons through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”. B. Select ‘View’ icon. E-voting page will appear.
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C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Guidelines for Insttutonal shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registraton
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A. Visit URL: htps://instavote.linkintme.co.in
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B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund” C. Fill up your entity details and submit the form.
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D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected] .
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E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)
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STEP 2 – Investor Mapping
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A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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B. Click on “Investor Mapping” tab under the Menu Section
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C. Map the Investor with the following details:
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1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
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2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
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3) ‘Investor PAN’ - Enter your 10-digit PAN.
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.
Further, Custodians and Mutual Funds shall also upload specimen signatures.
- D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.
STEP 3 – Steps to cast vote for Resolutons through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) Click on “Votes Entry” tab under the Menu section.
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c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
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d) Enter “16-digit Demat Account No.”.
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e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) After successful login, you will see “Notification for e-voting”.
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c) Select “View” icon for “Company’s Name / Event number”.
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d) E-voting page will appear.
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e)
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f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
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g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
Helpdesk:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Depositoryi.e.,NSDL and CDSL. | |
|---|---|
| **Login type ** | Helpdesk details |
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending request at [email protected] or call at: 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending request at [email protected] contact at toll free no. 1800 22 55 33 |
Forgot Password:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID
[Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on “Login” under ‘SHARE HOLDER’ tab.
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Click “forgot password?”
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the
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“Forgot Password” option available on: https://instavote.linkintime.co.in
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Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
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Click “forgot password”
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Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
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Click on “SUBMIT”.
In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions - Shareholders
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Instameet VC Instructions
In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs by means of Video Conference (VC) or other audio-visual means (OAVM).
Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.
Login method for shareholders to attend the General Meeting through InstaMeet:
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a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login”.
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b) Select the “Company Name” and register with your following details:
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c) Select Check Box - Demat Account No. / Folio No. / PAN
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Shareholders holding shares in NSDL/ CDSL demat account shall select check box - Demat Account No. and enter the 16-digit demat account number.
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Shareholders holding shares in physical form shall select check box – Folio No. and enter the Folio Number registered with the company.
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Shareholders shall select check box – PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.
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Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
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E-mail ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
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d) Click “Go to Meeting”
You are now registered for InstaMeet, and your attendance is marked for the meeting.
Instructions for shareholders to Speak during the General Meeting through InstaMeet:
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a) For ease of conduct, shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to the meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not want to speak during the EGM but have queries may send their queries in advance at least 7 days prior to the EGM mentioning their name, demat account number / folio number, email id, mobile number at [email protected].
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b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
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c) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. d) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
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*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
Instructions for Shareholders to Vote during the General Meeting through InstaMeet:
Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:
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a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
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b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET.
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c) Click on 'Submit'.
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d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
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e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
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f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note:
Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.
Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
Helpdesk:
Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.
Contact Details:
| Contact Details: | |
|---|---|
| Company: | Caprihans India Limited Registered Office: 1028, Shiroli, Rajgurunagar, Khed Pune - 410505 India CIN - L29150PN1946PLC232362 Email: [email protected] Website: www.bilcare.com |
| Registrar and Transfer Agent | MUFG Intime India Private Limited (formerly, Link Intime India Private Limited) C- 101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai 400 083, Maharashtra, India Tel: +91- 22-49186270 Fax: +91- 22- 49186060 Email: [email protected] Website: www.in.mpms.mufg.com |
| e-Voting Agency | MUFG Intime India Private Limited E-mail ID: [email protected] Phone : 022 – 4918 6000 |
| Scrutinizer | Mr. Umesh Maskeri Practising Company Secretary E-mail ID: [email protected] |
For Caprihans India Limited
Rajesh P. Likhite Company Secretary & Compliance Officer Membership No. A-13151
1028, Shiroli, Rajgurunagar, Khed, Pune – 410505, Maharashtra, India CIN: L29150PN1946PLC232362
E-mail: [email protected] Website: www.caprihansindia.com Phone: +91 2135 647300 Date: 17 April 2026 Place: Pune
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STATEMENT PURSUANT TO SECTION 102 OF THE ACT
Item No 1:
Mr. Sanjeev Dinkar Tole (DIN: 00128292) was appointed as an Additional Director of the Company in the Independent Category based on the recommendations of the Nomination & Remuneration Committee, w.e.f. 10 February 2026.
In terms of provisions of Section 149(10) of the Companies Act, 2013 and Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sanjeev Dinkar Tole is eligible for appointment as the Independent Director of the Company.
In terms of Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Sanjeev Dinkar Tole, through this Extra-ordinary General Meeting being held within 3 (Three) months of his appointment.
The Company has received, inter alia, the following consents, declarations and confirmations from Mr. Sanjeev Dinkar Tole with regard to the proposed appointment:
a) Consent to act as Director of the Company, in Form DIR-2, in terms of Section 152 of the Act. b) Declaration (Form DIR-8) that he is not disqualified from being appointed as Director in terms of Section 164 of the Act. c) Declaration that he meets the criteria of independence prescribed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) Declaration that he is not debarred from holding the office of Director by virtue of any order of the SEBI or any other such authority. e) Confirmation that he has complied with Section 150 of the Act and Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to Independent Directors’ databank.
Mr. Sanjeev Dinkar Tole is a Master of Commerce, Law Graduate from Pune University and a Fellow Member of the Institute of Company Secretaries of India (FCS) with experience of more than 50 years. Mr. Tole is a highly experienced corporate governance professional with over five decades of expertise in Company Law, secretarial practice, legal and regulatory compliances. Mr. Tole has served in senior positions including Directorship and Company Secretary and has advised companies on SEBI regulations, stock exchange compliances, mergers and amalgamations, issue of securities and corporate governance matters.
In the opinion of Nomination and Remuneration Committee and Board, Mr. Sanjeev Dinkar Tole fulfils the conditions of independence as specified in the Act, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is independent of the Management. Further, in the opinion of the Nomination and Remuneration Committee and Board, Mr. Sanjeev Dinkar Tole possess the requisite skills and capabilities required for the role of an Independent Director of the Company, considering his qualifications, rich experience and expertise. A brief profile of Mr. Sanjeev Dinkar Tole, along with additional details as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2, are given in Annexure I to this Notice.
Further, as during the proposed term, Mr. Sanjeev Dinkar Tole will attain the age of seventy-five years on 11 January 2027, pursuant to Regulation 17(1A) of the Listing Regulations, 2015, consent of the members by way of Special Resolution is also sought for continuation of the appointment of Mr. Sanjeev Dinkar Tole as a Non – Executive Independent Director beyond the age of seventy-five years.
Mr. Sanjeev Dinkar Tole is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel. Except Mr. Sanjeev Dinkar Tole and his relatives, none of the other Directors, Key Managerial Personnel or any of their respective relatives are, in any way, concerned or interested, whether financially or otherwise, in this resolution. The Board recommends the Special Resolution as set out in this Notice, for approval of members of the Company. Brief profile of Mr. Sanjeev Dinkar Tole whose appointment as Independent Director is proposed at Item No. 1 is provided in the Annexure I to the Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings (‘SS-2’), issued by the Institute of Company Secretaries of India.
A copy of draft letter of appointment of the Independent Director setting out the terms and conditions of their appointment is available for inspection by the Members without any fees during normal business hours on any working day (except Saturday and Sunday). The Directors accordingly recommend the Special Resolution at Item No. 1 of the Notice, for the approval of the Members of the Company.
Annexure I in accordance with Regulation 36 (3) of SEBI Listing Regulations and SS-2
| Name of Director | Mr. Sanjeev Dinkar Tole |
|---|---|
| DIN | DIN: 00128292 |
| Designation | Non-Executive Independent Director |
| Age | 74 Years |
| Date of first Appointment | 10 February 2026 |
| Qualification | Master of Commerce, Law Graduate from Pune University and a Fellow Member of the Institute of Company Secretaries of India. |
| Expertise in specific area | Corporate governance professional with over five decades of expertise in Company Law, secretarial practice, legal and regulatory compliances. |
| Terms and Conditions of appointment | Appointment for the 1stterm for a period of 5 years commencing from 10 February 2026 to 09 February 2031 (both days inclusive). Other terms and conditions will be as per the Formal Letter of Appointment issued by the Company. |
| Relationship with other director and Key Managerial Personnel of the Company |
Not related to any Director or Key Managerial Personnel of the Company. |
| Director in other Companies | 1. Vacuum Plant and Instruments Manufacturing Company Limited- Director |
| Chairperson / Member of Committee of the Board of other Companies |
Nil |
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| Remuneration proposed | Sitting fees as may be determined by the Board of Directors from time to time, for attending each meeting of the Board and Committees within the limits prescribed under the Companies Act, 2013. |
|---|---|
| Listed entities from which the Director has resigned from Directorship in the past threeyears |
Nil |
| Shares held in the company as on the date of Notice |
Nil |
| Number of meetings of Board attended during the financial year 2025-26 |
2 (Two) (Since his appointment from 10 February 2026) |
By Order of the Board of Directors For Caprihans India Limited
Rajesh P. Likhite Company Secretary & Compliance Officer Membership No. A-13151
1028, Shiroli, Rajgurunagar, Khed, Pune – 410505, Maharashtra, India CIN: L29150PN1946PLC232362
E-mail: [email protected] Website: www.bilcare.com
Phone: +91 2135 647300 Date: 17 April 2026 Place: Pune
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