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Kapston Services Limited — Proxy Solicitation & Information Statement 2026
Jan 29, 2026
61619_rns_2026-01-29_35c87f37-dbd1-4d97-9266-d4c0afc250f0.pdf
Proxy Solicitation & Information Statement
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January 29, 2026
To
The Listing Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai- 400051.
SYMBOL: KAPSTON
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Dear Sir/Madam,
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Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Notice of Postal Ballot.
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With reference to above and pursuant to Regulation 30 of the listing regulations, we enclose herewith the copy of postal ballot notice dated January 23, 2026 along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 read with the Listing Regulations (“Notice”) for seeking approval of the Members of the Company.
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The notice is being sent only through electronic mode to those members whose names appear in the register of members/list of beneficial owners maintained by the Depositories as on January 23, 2026 (“Cut-off date”) and whose e-mail addresses are registered with the Depositories/ RTA.
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The remote e-voting facility commences from January 30, 2026, at 9:00 a.m. (IST) and will end on February 28, 2026, at 5:00 p.m. (IST). The e-voting system shall be disabled thereafter. The instructions for remote e-voting are provided in the notice. The copy of notice is also available on the websites of the Company at www.kapstonservices.com and Bigshare Services Private Limited at www.bigshareonline.com.
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Kindly take the above information on record and acknowledge the receipt.
Thanking you, Yours faithfully,
For Kapston Services Limited
Srikanth Digitally signed by Srikanth Kodali Kodali Date: 2026.01.29 16:21:49 +05'30' Srikanth Kodali Managing Director DIN: 02464623
K A P S T O N S E R V I C E S L I M I T E D
REGISTERED OFFICE: # 287, MIG – 2, IX Phase, KPHB, Hyderabad, Telangana - 500 072, Ph: 98487 78241 CORPORATE OFFICE: Plot # 75, Kavuri Hills, Madhapur, Hyderabad, Telangana - 500034, Ph: 98487 78243 Control Room: +91 96 4050 4050 (24X7) Emai l : [email protected] Website: www.kapstonservices.com
CIN. No. L15400TG2009PLC062658
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KAPSTON SERVICES LIMITED Corporate Identity Number (CIN): L15400TG2009PLC062658 Registered Office : Plot No.287, MIG-2, IX Phase, KPHB, Kukatpally Hyderabad, TG -500072. Corporate Office : Plot No. 75, Kavuri Hills, Madhapur, Hyderabad, Telangana – 500034. Website : www.kapstonservices.com, email : [email protected] Contact Details : +91 96 4050 4050
POSTAL BALLOT NOTICE
[Notice issued to members pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with rules made thereunder]
VOTING STARTS ON Friday, January 30, 2026 at 9:00 Hours (IST)
VOTING ENDS ON Saturday, February 28, 2026 at 17:00 Hours (IST)
Dear Member(s),
Notice is hereby given pursuant to and in compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, that the resolutions appended below are proposed for approval of the shareholders of the Company through postal ballot by remote e-voting process (“e-voting”). In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depository Participants and whose names appear on the Register of Members as of Friday, January 23, 2026 (“Cut-Off Date”). A member whose e-mail address is not registered with the Company/ Depository Participants, may please follow the process provided in the notes to the Postal Ballot Notice hereto to receive this Notice and login ID and password for remote e- voting. The communication of members assent or dissent would only take place through the e-voting system. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to follow the procedure and read the instructions as stated in the Notes of the Postal Ballot Notice to cast their vote electronically not later than 05:00 P.M. (IST), Saturday, February 28, 2026 , i.e., the last day to cast their vote electronically, to be eligible for being considered.
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Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors has appointed Mr. D.S. Rao (ACS 12394; CP NO: 14487 ) Practicing Company Secretary, Hyderabad as the Scrutinizer for conducting the postal ballot through the e-voting process fair and transparently, and he has communicated his willingness to be appointed and will be available for the said purpose. The scrutinizer's decision on the validity of the Postal Ballot shall be final.
The Company has engaged Bigshare Services Pvt Ltd (‘Bigshare’) as the agency to provide e-voting facility. After the completion of scrutiny, the Scrutinizer will submit his report to the Chairperson of the Company, or any other person authorized by him. The results of e-voting will be announced within two working days from conclusion of last day polling of postal ballot, and will be displayed on the Company’s website, www.kapstonservices.com and on the website of the e-Voting agency i.e., Bigshare Services Private Limited, at https://ivote.bigshareonline.com and the same will be communicated to the Stock Exchange, i.e., National Stock Exchange of India Limited (NSE).
The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of members by means of Postal Ballot i.e., Saturday, February 28, 2026 .
SPECIAL BUSINESS
1. TO APPROVE INCREASE IN AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION OF CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION (MOA) OF THE COMPANY:
To consider and, if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions of the Companies Act, 2013, if any, read with the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of Articles of Association of the Company and based on the recommendation of Board of Directors, the consent of the Members be and is hereby accorded for increase in Authorised Share Capital of the Company from ₹ 11,50,00,000/- (Rupees Eleven Crores Fifty Lakhs only) divided into 2,30,00,000 (Two Crores Thirty Lakhs) Equity Shares of ₹ 5/- each to ₹ 20,00,00,000/- (Rupees Twenty Crore only) divided into 4,00,00,000 (Four Crore) Equity Shares of ₹ 5/- each.
RESOLVED FURTHER THAT Clause V of the Memorandum of Association be and is hereby altered as under:
“V. The authorised share capital of the Company is ₹ 20,00,00,000/- (Rupees Twenty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares of ₹ 5/- (Rupees Five Only) each
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with a power to increase and reduce the capital of the Company, subject to the provisions of the Act.”
RESOLVED FURTHER THAT the new Equity Shares shall rank pari-passu in all respects with the existing Equity Shares of the Company.
“ RESOLVED FURTHER THAT Any Director of the Company, be and are hereby severally authorized to perform and execute all such acts, deeds, things and Issuing letters as may be necessary, including delegating such authority, as may be deemed necessary, proper or expedient to give effect to this resolution and for matters connected herewith or incidental hereto.”
2. TO APPROVE ISSUE OF BONUS SHARES TO THE EQUITY SHAREHOLDERS OF THE COMPANY:
To consider and, if thought fit, to pass, with or without modifications the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Share Capital and Debentures) Rules, 2014, SEBI (ICDR) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999 (“FEMA”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the enabling provisions of Article 59 of the Articles of Association of the Company and based on the recommendation of the Board of Directors, the consent of the Members be and is hereby accorded to capitalize out of the available reserves (including share premium) as on March 31, 2025 a sum not exceeding ₹507.21/- Lakhs as may be considered appropriate for the purpose of issue of 1,01,44,061 Bonus Equity Shares of ₹5/- each in the ratio of 1 (One) new fully paid-up Equity Share of ₹5/- each for every 2 (Two) existing fully paid-up Equity Shares of ₹5/- each held by the eligible equity shareholders of the Company and whose names appear in the Register of Members and in the beneficial records of the Depositories as on the ‘Record Date’ (to be determined by the Board).”
RESOLVED FURTHER THAT the Bonus Equity Shares so issued shall rank pari-passu in all respects with the existing fully paid-up Equity Shares of the Company.
RESOLVED FURTHER THAT the bonus equity shares so allotted shall be credited only in dematerialized form to the beneficiary accounts of the members with their respective Depository Participant(s)”.
RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non- Resident Indians (NRIs) and other Foreign Investors, shall be subject to the provisions of Foreign Exchange Management Act, 1999 (“FEMA”).
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“ RESOLVED FURTHER THAT no fractional shares shall be issued and the Board be and is hereby authorized to appoint a Nominee of the Company to get credited all the fractional share entitlements to his demat-account who shall hold those shares as a trustee for the members entitled thereto and dispose-off the said shares and distribute the net sale proceeds to the entitled shareholders in proportion to their fractional entitlement.”
RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such bonus equity shares on the Stock Exchanges where the equity shares of the Company are listed, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
RESOLVED FURTHER THAT the Board be and is hereby authorised to file necessary applications/ forms/ corporate action forms and other documents as required with Depositories, Stock Exchanges, Ministry of Corporate Affairs, RBI and Registrar of and Transfer Agent to give effect to the above said bonus issue and also to do all the needful as required thereto including to amend any documents/ resolutions and provide undertakings.
RESOLVED FURTHER THAT Any Director of the Company, be and are hereby severally authorized to perform and execute all such acts, deeds, things and Issuing letters as may be necessary, including delegating such authority, as may be deemed necessary, proper or expedient to give effect to this resolution and for matters connected herewith or incidental hereto.”
By the Order of the Board of Directors for Kapston Services Limited
Place: Hyderabad Date: January 23, 2026
Sd/-
Srikanth Kodali Managing Director DIN: 02464623
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NOTES:
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The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, read with section 110 and other applicable provisions, if any, of the Act read with the rules framed thereunder, concerning the Special Business in respect of items set out above, is annexed hereto and forms part of this notice.
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In terms of Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, the business set out in the notice above is sought to be passed by Postal Ballot.
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The Board of Directors has appointed Mr. D.S. Rao, Practicing Company Secretary (C.P.No.14487 ), as a Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner, and he has expressed his willingness and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
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The Postal Ballot Notice is being sent only by e-mail to those members who have registered their e-mail address with their Depository Participant(s) (‘DPs’) or with Big share Services Private Limited, Registrar and Share Transfer Agent of the Company (‘Bigshare’) and whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories, i.e. National Securities Depository Limited(‘NSDL’)/Central Depository Services (India) Limited (‘CDSL’) as on Friday , January 23, 2026 (‘Cut-off date’) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and, General Circular Nos. 09/2023 dated September 25, 2023, 11/2022 dated December 28, 2022, General Circular No. 03/2022 dated May 5, 2022, General circular No 20/2021, 10/2021, 39/2020, 33/2020, 22/2020, 17/2020 and 14/2020, dated December 08, 2021, June 23, 2021, December 31, 2020, September 28, 2020, June 15, 2020, April 13, 2020, and April 08, 2020, respectively, issued by the Ministry of Corporate Affairs, Government of India (‘MCA Circulars’). In accordance with the aforesaid MCA Circulars, a physical copy of the Notice, Postal Ballot Form, and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of member’s assent or dissent would take place through the process of remote e-Voting only. A person who is not a member on the cutoff date should treat this Notice of Postal Ballot for information purposes only.
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A member cannot exercise his vote by proxy on the Postal Ballot. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the CutOff Date.
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In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the SEBI Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December
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9, 2020, SS-2 and amendments thereto, the Company is pleased to offer remote e-Voting facility to all the Members of the Company. The Company has appointed Bigshare Services Pvt Ltd to facilitate remote e-Voting, enabling the Members to cast their votes electronically (hereinafter referred to as the ‘remote e-Voting’). The instructions for e- voting are provided in this Postal Ballot Notice, which the members are requested to read carefully before casting their vote.
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The portal for remote e -voting will remain open for the members to exercise their voting right from Friday, January 30, 2026 (9.00 A.M IST) till Saturday, February 28, 2026 (5.00 P.M IST), both days inclusive. Please note the e-voting module will be disabled for e-voting by Bigshare after the said date and time. During this period, the members of the Company holding shares as on the cut-off date may cast their vote electronically. Once a member casts a vote on the resolution, he/she shall not be allowed to change it subsequently.
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All material documents referred to in this Postal Ballot Notice will be open/available for inspection through electronic mode by the Members of the Company during working hours on all working days up to and including the last day for remote e-Voting, i.e., Saturday, February 28, 2026 . Any member seeking to inspect the documents can send an e-mail to [email protected] with the subject line “Inspection of Documents.”
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The Notice of Postal Ballot is also placed on the website of the Company, i.e. www.kapstonservices.com, and the website of Bigshare, i.e. https://ivote.bigshareonline.com and at the relevant sections of the websites of the stock exchange on which the shares of the Company are listed, i.e. National Stock Exchange of India Limited (www.nseindia.com).
10. Procedure for registering the e-mail addresses for obtaining the Notice of Postal ballot and remote e-Voting instructions by the Members whose e-mail addresses are not registered with the DPs
Those persons who are Members of the Company as of the Cut-off date, i.e ., Friday, January 23, 2026, and who have not yet registered their e-mail addresses are requested to get their e-mail addresses registered by following the procedure given below:
- (i) For Temporary Registration for Demat shareholders: The Members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Bigshare by clicking the link on their website www.bigshareonline.com at the “For Investor” tab by choosing the “E-mail/Bank Detail Registration” heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e- mail to Bigshare at [email protected]. On submission of the shareholder’s details, the shareholder will receive an OTP, which needs to be entered in the link for verification.
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- (ii) For Permanent Registration for Demat shareholders: It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address in respect of Demat holdings with the respective DP by following the procedure prescribed by the DP.
E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:
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i. The voting period begins on Friday, January 30, 2026 (9.00 A.M IST) till Saturday, February 28, 2026 (5.00 P.M IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, January 23, 2026 , may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.
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ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
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iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:
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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
Individual
available to reach e-Voting page without any further
Shareholders
authentication. The URL for users to login to Easi / Easiest are
holding
https://web.cdslindia.com/myeasinew/home/login or visit
securities in
Demat mode www.cdslindia.com and click on Login icon and select New
with CDSL System Myeasi.
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of BIGSHARE the e-Voting service provider and you will
be re-directed to i-Vote website for casting your vote during the
remote e-Voting period. Additionally, there is also links provided
to access the system of all e-Voting Service Providers i.e.
BIGSHARE , so that the user can visit the e-Voting service
providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at
https://web.cdslindia.com/myeasinew/Registration/EasiRegistrati
on
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a link
www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be
able to see the e-Voting option where the evoting is in progress,
and also able to directly access the system of all e-Voting Service
Providers. Click on BIGSHARE and you will be re-directed to i-
Vote website for casting your vote during the remote e-voting
period.
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| Individual Shareholders holding securities in demat mode withNSDL |
1) 2) 3) |
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider nameBIGSHAREand you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e-Voting period. |
|---|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 22-23058542-43. |
|
| Individual Shareholders holding securities in Demat mode withNSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:
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You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
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Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E- Voting Platform.
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Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.
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Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.
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Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.
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Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.
Note If you have not received any user id or password, please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).
- Click on I AM NOT A ROBOT (CAPTCHA) option and login.
NOTE : If Shareholders are holding shares in demat form and have registered on to e- Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.
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If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?
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Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.
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(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).
Voting method for shareholders on i-Vote E-voting portal:
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After successful login, Bigshare E-voting system page will appear.
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Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.
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Select event for which you are desire to vote under the dropdown option.
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Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.
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Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.
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Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.
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Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.
3. Custodian registration process for i-Vote E-Voting Website:
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You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
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Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.
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Enter all required details and submit.
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After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .
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NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.
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If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?
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Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .
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(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).
Voting method for Custodian on i-Vote E-voting portal:
- After successful login, Bigshare E-voting system page will appear.
Investor Mapping:
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First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.
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Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).
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Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”. Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)
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Your investor is now mapped and you can check the file status on display.
Investor vote File Upload:
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To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.
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Select the Event under dropdown option.
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Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).
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Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under
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“ PROFILE ” option on custodian portal.
- Helpdesk for queries regarding e voting:
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| Login type Helpdesk details |
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| Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode. |
In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us to [email protected] or call us at: 1800 22 54 22. |
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FORMING PART OF THE NOTICE
ITEM NO 1 & 2
Considering the financial position and with a view to increase the capital base by capitalizing some of the accumulated reserves and to reward the existing shareholders by allotting bonus shares, to encourage participation of retail investors and to increase the liquidity of the Equity Shares of the Company, the Board of Directors at its meeting held on January 23, 2026 accorded its approval for issue of Bonus Shares in the ratio of 1:2 i.e., 1 (One) new fully paid-up Equity Share of ₹5/- each for every 2 (Two) existing fully paid-up Equity Shares of ₹ 5/- each held by them as on the record date (to be determined by the Board), to the equity shareholders of the Company, subject to Members approval through an Ordinary Resolution.
The Members may further note that the Equity Shares of the Company are listed and actively traded on National Stock Exchange of India Limited (NSE) and that the proposed issue of Bonus Shares can boost the trading volume and demand for the shares, which may support the share price in the long term.
Article 59 of the Articles of Association of the Company permits that, “the Company in General Meeting, may upon recommendation of the Board, resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account, or otherwise available for distribution. A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares.”
As on March 31, 2025, the total available Reserves of the Company are ₹ 7,873.14/- lakhs. It is proposed to capitalise a sum not exceeding ₹ 507.21/- Lakhs from and out of the available Reserves of the Company for the purpose of issue of 1,01,44,061 Bonus Equity Shares of ₹ 5/- each to the eligible equity shareholders of the Company and whose names appear in the Register of Members and in the beneficial records of the Depositories as on the ‘Record Date’ (to be determined by the Board) upon obtaining approval of the Members. The Members may note that the Bonus Equity Shares so issued shall rank pari-passu in all respects with the existing fully paid-up Equity Shares of the Company.
The Members may further note that the issue of Bonus Shares in the aforesaid ratio would necessitate an increase in Authorised Share Capital of the Company. This will result in consequential alteration to the existing Clause V of the Memorandum of Association (MOA) of the Company.
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Accordingly, the Board at its meeting held on 23[rd] January 2026 considered and approved to increase the Authorised Share Capital of the Company from ₹11,50,00,000/- (Rupees Eleven Crores Fifty Lakhs only) divided into 2,30,00,000 (Two Crores Thirty Lakhs) Equity Shares of ₹5/- each to ₹20,00,00,000/- (Rupees Twenty Crore only) divided into 4,00,00,000 (Four Crore) Equity Shares of ₹5/- each, subject to Member’s approval.
The MOA shall be available for Member’s inspection electronically. Members seeking to inspect the same can send an email to [email protected] from their registered e-mail addresses, mentioning their names, folio numbers/ DP ID and Client ID.
Pursuant to the provisions of the applicable statutes, approval of the Members is required for Item Nos. 1 and 2. Accordingly, the Board of Directors is of the opinion that the aforesaid items, are in the best interest of the Company and hence recommends passing of the resolutions set out at Item No.1 & 2 as Ordinary Resolutions.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives, are in any way, concerned or interested, financially or otherwise, in the proposed resolutions, except to the extent of issue and allotment of bonus shares to them consequent to their shareholding, if any, in the Company as on the record date.
By the Order of the Board of Directors for Kapston Services Limited
Place: Hyderabad Date: January 23, 2026
Sd/-
Srikanth Kodali Managing Director DIN: 02464623
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