The Board of Directors of your Company has pleasure in presenting the
23rd Annual Report on the affairs of the Company together with the Standalone
and Consolidated Financials Audited Accounts of the Company for the year ended 31st
March, 2025.
1. Financial Results
The Financial Results for the year are as under: -
Rs. (in lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operation |
8255.68 |
7948.60 |
8255.68 |
7948.60 |
Other Income |
88.31 |
91.82 |
88.31 |
91.82 |
Total Income |
8343.99 |
8040.92 |
8343.99 |
8040.92 |
Expenditure |
7758.25 |
7623.12 |
7761.79 |
7623.12 |
Profit before Depreciation,
Interest & Tax (PBDIT) |
585.74 |
417.3 |
582.2 |
417.8 |
Financial Expenses (Interest) |
102.83 |
84.49 |
102.83 |
84.49 |
Profit before Depreciation and
Tax (PBDT) |
482.91 |
332.81 |
479.37 |
333.31 |
Depreciation and Amortization |
160.15 |
177.32 |
160.15 |
177.32 |
Profit before Tax (PBT) |
322.76 |
155.49 |
319.22 |
155.49 |
Extraordinary items (Gain) |
- |
- |
- |
- |
Net OCI Impact Gain / (Loss) |
(1.83) |
(4.33) |
(1.83) |
(4.33) |
Share of Profit/(loss) from
Jointly Controlled Entity and Associate |
- |
- |
(1298.38) |
(2112.06) |
Income Tax (net of MAT Credit) |
(17.54) |
(2.59) |
(17.54) |
(2.59) |
Total comprehensive
income/(loss) for the year, net of tax |
303.39 |
148.57 |
(998.53) |
(1963.49) |
Earnings per Share (in Rs.) |
1.14 |
0.58 |
(3.72) |
(7.67) |
2. Performance of the Company
During the year under review, revenue from Operations grew 3.86% to Rs
8,255.68 lakhs (FY 2023-24: Rs 7,948.60 lakhs) inclusing other total income stood at Rs
8,343.99 lakhs (FY 2023-24: Rs 8,040.42 lakhs).
Profitability improved sharply, with Profit Before Tax rising 107% to
Rs 322.76 lakhs (Rs 155.49 lakhs) and Net Profit nearly doubling to Rs 305.22 lakhs (Rs
152.90 lakhs). Total Comprehensive Income increased to Rs 303.39 lakhs, reflecting over
100% growth. Supported by cost optimization, operational efficiencies, and higher core
business contribution, EPS improved to Rs 1.14 from Rs 0.58 in FY 2023-24.
3. Operations during the year
During FY 2024-25, the Company recorded growth in operations driven by
higher production and efficiency improvements. Cost of materials consumed rose to Rs
4,704.40 lakhs (FY 2023-24: Rs 4,472.27 lakhs) in line with increased output, while
purchases of stock-in-trade reduced to Rs 717.69 lakhs (Rs 1,049.82 lakhs), reflecting
better supply chain management and higher in-house production.
Employee benefits expense increased to Rs 1,296.04 lakhs (Rs 1,054.05
lakhs) on account of workforce expansion and statutory provisions. Finance costs stood at
Rs 102.83 lakhs (Rs 84.49 lakhs), while depreciation declined to Rs 160.15 lakhs (Rs
177.32 lakhs). Other expenses increased to Rs 1,054.91 lakhs (Rs 907.19 lakhs) due to
expanded business activities.
Despite these cost increases, the Company achieved improved
profitability through operational efficiencies, prudent resource management, and effective
cost control.
4. Dividends
In view of the financial constraints during the year, the Board of
Directors has not recommended any dividend for this year.
5. Reserves
The Company has not transferred any amount to reserves and not
withdrawn any amount from the reserves.
6. Deposits
During the financial year 2024-25, the Company has not accepted any
deposits from the public within the provisions of Chapter V of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014.
7. Share Capital
The Authorised Share Capital of the Company is Rs. 30,00,00,000/-
(Rupees Thirty Crores Only) consisting of 3,00,00,000 (Three Crores) Equity Shares of Rs.
10/- (Rupees Ten) each. The paid up share capital of the Company at the beginning of the
year was Rs. 26,24,67,380 (Rupees Twenty Six Crores Twenty Four lakhs Sixty Seven Thousand
and Three Hundred and Eighty Only) consisting of 2,62,46,738 Equity Shares of Rs. 10/-
(Rupees Ten) each.
During the year under review, the Company issued 32,10,520 equity
shares with a face value of Rs. 10/- each for cash at a price of Rs. 141.50/- per equity
share (including a premium of Rs.131.50 per equity share) for an amount aggregating Rs.
29,45,72,480/- on preferential basis.
The paid up share capital of the Company at the end of the year i.e as
on 31st March 2025 was Rs. 29,45,72,480 (Rupees Twenty Nine Crores Forty Five lakhs
Seventy Two Thousand Four Hundred and Eighty Only) consisting of 2,94,57,248 Equity Shares
of Rs. 10/- (Rupees Ten) each
8. Change in the nature of business, if any
During the year, there was no change in the nature of business of the
Company.
9. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report.
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
10. Details of revision of Financial Statement or the Report
There was no revision in Financial Statement or the Report in respect
of any of the three preceding financial years.
11. List of all Credit Ratings
Rating Agency |
Instrument Type |
Rating |
Remarks |
CARE Rating Limited |
Long Term Bank Facilities |
CARE BB-; stable |
This rating is as on
31st March 2025 |
| Short Term Bank Facilities |
CARE A4 |
12. Changes in Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Bhushan Singh Rana (DIN: 10289384), Whole Time Director of the Company retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
During the FY under review, Mr. Rajnish Kumar Bedi and Mr. Deepak
Mahajan completed their tenure as Independent Directors on 7th August, 2024. The Board of
Directors, at its meeting held on the same date, appointed Mrs. Usha Singh and Mr. Lalit
Mahajan as Independent Directors of the Company.
Further, Mrs. Sonia Gupta completed her tenure as Independent Director
on 28th September, 2024. The Members of the Company, at their meeting held on 19th
September 2024 approved the appointment of Mr. Manav Mahajan as an Independent Director of
the Company with effect from the 28 September, .2024
In addition, Ms. Jai Vaidya resigned from the position of Company
Secretary and Compliance Officer of the Company with effect from 21st September, 2024. The
Board, at its meeting held on 26th December, 2024, appointed Ms. Krutika Mohan Rane (ACS
66310) as the Company Secretary and Compliance Officer of the Company with effect from the
said date.
13. Statement on declaration given by the Independent Directors.
As required under Section 149 (7) of the Companies Act, 2013, all the
Independent Directors have given their respective declarations that they meet the criteria
of independence as specified in Section 149 (6) of the Companies Act, 2013.
The Independent Directors have complied with the Code of Conduct for
Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. They have
also given the affirmation for complying the Code of Conduct as formulated by the Company
for Directors and Senior Management personnel.
14. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future
There is no significant and material order passed by the regulators or
courts or tribunals during the financial year 2024-25 that impacts the going concern
status and company's operations in future.
15. Details of Subsidiary/Joint Ventures/Associate Companies
During the year under review,
1) Your Company is holding 49% shares in Brooks Steriscience Limited on
March 31, 2025. Hence, Brooks Steriscience Limited becomes associate of Brooks
Laboratories Limited.
2) Your Company is holding 44.33% shares in SteriBrooks Penems Pvt.
Ltd. on March 31, 2025. Hence, SteriBrooks Penems Pvt. Ltd. becomes an jointly controlled
entity of Brooks Laboratories Limited.
16. Corporate Governance Report and Management Discussion &
Analysis
Your Company is committed to good corporate governance practices. The
Report on Corporate Governance is given in Annexure 2 and Management Discussion
& Analysis provided in Annexure 1, as stipulated in Regulation 34 of listing
Regulations forms part of this Director's Report.
17. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee
in accordance with Section 135 of the Companies Act, 2013 and rules framed thereunder.
A report on the CSR activities in the prescribed format as set out in
Annexure to the Companies (Social Responsibility Policy) Rules, 2014, is given in Annexure
3 to this Directors' Report. The Policy is disclosed on the Company's website: www.brookslabs. net .
18. Human Resources
Harmonious employees' relations prevailed throughout the year. Your
Directors place on record their appreciation to all employees for their hard work and
dedication.
19. Number of Meetings of the Board
The details of the number of meetings of the Board and other Committees
are given in the Corporate Governance Report in Annexure 2 which forms a part of
this Annual Report.
20. Composition of Committees
The details pertaining to composition of Committees are included in the
Corporate Governance Report in Annexure 2, which forms part of this Annual Report.
21. Recommendations of Audit Committee
All the recommendations of Audit Committee were accepted by the Board
of Directors.
22. Vigil Mechanism
Pursuant to the requirements of the Companies Act, 2013, the Company
has established Vigil mechanism/Whistle Blower Policy for directors and employees to
report genuine concerns about unethical behavior, actual or suspended fraud or violation
of the Company's Code of Conduct or ethics policy. The vigil mechanism provides for
adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases. The Policy is disclosed on the Company's website: www.brookslabs.net .
23. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
confirm that:
a. in the preparation of the annual accounts for the year ended 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern
basis;
e. the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
f. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. Internal Financial Controls related to financial statement
The Company has in place adequate internal financial controls related
to financial statement. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
25. Fraud Reported by Auditor
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees which were reported to the Audit Committee under Section 143(12) of
the Act, details of which need to be mentioned in this Report.
26. Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the
Annual Return of the Company in Form MGT-7 for FY 2024-25, is available on the Company's
website at www.brookslabs.net .
27. Statutory Auditors
At the 22nd AGM held on 19th September 2024, the Members
approved the appointment of M/s. DMKH & Co. Chartered Accountants, (Firm Registration
Number: 116886W) as Statutory Auditors of the Company to hold office for a period of five
years from the conclusion of that AGM till the conclusion of the 27th AGM.
The Report given by the Statutory Auditors on the financial statement
of the Company is part of the Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the auditors in their Report.
28. Cost Auditors
Pursuant to the provisions of section 148(3) of the Companies Act,
2013, the Board has appointed M/s. Balwinder Singh & Associates (Firm Reg. No.
000201), Cost Accountants, F-125, Phase VIII B, Industrial Area, Mohali- 160071, as the
Cost Auditors of the Company to conduct an audit of the cost records of bulk drugs and
formulations, maintained by the Company for the financial year ending 31st
March, 2025. The Board has approved the remuneration payable to the Cost Auditors subject
to ratification of the Members at the forthcoming Annual General Meeting.
The Cost Audit Reports would be submitted to the Central Government
within the prescribed time.
29. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company engaged the services of M/s. Sharma Sarin and Associates, Company Secretaries in
practice, Chandigarh, to conduct the Secretarial Audit of the Company for a period of 5
years from 2025-2026 to 2029-2030.
The Secretarial Audit Report (Form MR-3) is given as Annexure 4 to
this Directors' Report. The said Report contains no remarks/observations.
30. Particulars of Loans, Guarantees or Investments
Details of Investments covered under the provisions of Section 186 of
the Companies Act, 2013 is given in the Note No. 4 of the Notes to the Standalone
Financial Statement.
The Company has been additional Corporate Guarantee to the Federal Bank
of Rs. 362.25 lakhs on behalf of Brooks Steriscience Limited under section 186 of the
Companies Act 2013.The Outstanding balance as at balance sheet date in respect of this
guarantee stands at 6862.25 lakhs.
The company earlier provided corporate guarantee to Indian bank on
behalf of Brooks Steriscience Limited of Rs.1939 lakhs and during the period Brooks
Steriscience Limited repaid entire loan to Indian Bank.
31. Contracts and arrangements with Related Parties
All transactions of the Company with Related Parties are in the
ordinary course of business and at arm's length. Information about the transactions with
Related Parties is presented in Note No. 36(b) in Notes to the Accounts.
Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the
Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given
as Annexure 7 to this Directors' Report.
32. Risk Management Policy
The Company does not have any Risk Management Committee due to the
non-applicability of the provisions of Regulation 21 of the Listing Regulations, whereas
the Company has Risk Management Plan. Business Continuity Plans are periodically reviewed
and tested to enhance their relevance. The Risk Management Framework covering business,
operational and financial risk is being continuously reviewed by the Audit Committee. At
present, in the opinion of the Board of Directors, there are no risks which may threaten
the existence of the Company.
33. Disclosure pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure 8 to this Directors' Report.
The Statement pursuant to Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year
2024-25 is enclosed as Annexure 9.
34. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo.
The Statement of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required prescribed in Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in Annexure 5 to this Directors' Report.
35. Policy on appointment and remuneration of Directors
The Nomination and Remuneration Committee of the Company has
recommended to the Board a Policy relating to the remuneration for Directors, Key
Managerial Personnel and other employees including the criteria for determining the
qualification, positive attributes and independence of a Director, as required under
Section 178(1) of the Companies Act, 2013 which was adopted by the Board. A brief detail
of the policy is given in the Corporate Governance Report in Annexure 2 which forms
a part of this Annual Report. The Policy is disclosed on the Company's website: www.brookslabs.net .
36. Evaluation of Performance of Board, its Committees and Individual
directors
During the year, a meeting of the Independent Directors was held to
review the performance of the non-independent Directors and the Board as a whole and the
Chairman on the parameters of effectiveness and to assess the quality, quantity and
timeliness of the flow of information between the Management and the Board. Mr. Lalit
Mahajan was appointed as the Lead Director to oversee the evaluation process at the
meeting of the Independent Directors.
37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS
The Company has complied with all the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India and notified
by MCA.
38. Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016 (IBC)
There is no such application filed for corporate insolvency resolution
process, by a financial or operational creditor or by the company itself under the IBC
before the NCLT.However,an application under Section 9 of the IBC, 2016 was filed by KNAV
Corporate Finance with the National Company Law Tribunal, Chandigarh Bench, Chandigarh.
The matter is currently pending.
39. Failure to implement any Corporate Action
The Company has not failed to complete or implement any corporate
action within the specified time limit.
40. Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Internal Complaint Committee under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been formed.
There is nil case filed and disposed as required under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
41. Listing with Stock Exchanges
Your Company is presently listed with BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given
in the Corporate Governance Report.
42. Acknowledgement
Your Directors are pleased to place on record their sincere gratitude
to the Central Government, State Government(s), Financial Institutions, Bankers and
Business Constituents for their continuous and valuable co-operation and support to the
Company. They also take this opportunity to express their deep appreciation for the
devoted and sincere services rendered by the employees at all levels of the operations of
the Company during the year.