Bilcare Ltd clarified that Mohan Bhandari and Kavita Bhansali continue as Non-Executive Non-Independent Directors following the failure of special resolutions to appoint them as Executive Directors at the annual general meeting.

The company stated that Bhandari retains his role as CEO alongside his directorship, while Bhansali continues solely as a Non-Executive Non-Independent Director. This clarification follows a board meeting held on August 13, 2026, which had initially proposed these appointments.

Resolution outcome

During the 39th Annual General Meeting held on September 26, 2026, shareholders did not pass the requisite majority required for the special resolutions. Consequently, the proposed change in designation from Non-Executive to Executive Director status was not implemented for either individual.

The company notified the Bombay Stock Exchange under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure confirms that the initial changes reflected on the BSE portal were provisional pending shareholder approval, which was not secured.

Bilcare Limited shareholders voted against three special resolutions at the 39th Annual General Meeting held on September 26, 2026. The rejected items included the re-appointment of Kavita Bhansali and Mohan Harakchand Bhandari as Executive Directors, as well as the approval of material related party transactions with Caprihans India Limited.

The scrutiny report by Shekhar Ghatpande confirmed that while ordinary resolutions for financial statement adoption and director reappointments passed with requisite majorities, the special business items failed to secure the necessary votes. This outcome marks a significant divergence in shareholder sentiment regarding the company's executive leadership structure and related party dealings.

Voting results breakdown

The following table summarizes the outcome of the six agenda items transacted during the virtual meeting:

Public shareholder dissent

The defeat of the special resolutions was driven primarily by public non-institutional shareholders. For Resolutions 3, 4, and 5, public shareholders cast approximately 39.78 lakh votes against the proposals, compared to only 1.65 lakh votes in favor. In contrast, the promoter group voted unanimously in favor of these resolutions but could not offset the public opposition due to their lower shareholding percentage among voting participants.

For Resolution 6, concerning related party transactions with Caprihans India Limited, promoter shareholders abstained from voting as they were interested in the matter. Among eligible public shareholders, 98.44% of the valid votes cast were against the resolution, leading to its defeat.

Governance context

The meeting commenced at 2:00 pm IST and concluded at 2:27 pm IST, with 38 members participating via video conferencing. A corrigendum issued on September 24, 2026, had previously corrected a typographical error in the notice regarding Resolution No. 4, clarifying it as an Ordinary Resolution rather than a Special Resolution.

Mohan H. Bhandari, CEO of the company, addressed shareholders following procedural formalities, providing insights into business performance and strategic initiatives. However, the voting outcomes indicate that these assurances did not sway public shareholder opinion on the specific executive appointments and related party approvals.