The
Board
of
Directors
of
your
Company
has
pleasure
in
presenting
the
24
th
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,
2026.
?
Financial Results
The
Financial
Results
for
the
year
are
as
under:
-
Rs.
(in
lakhs)
|
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
|
|
2025-
26
|
2024-
25
|
2025-
26
|
2024-
25
|
|
Revenue
from
operation
|
8573.84
|
8255.68
|
8573.84
|
8255.68
|
|
Other
Income
|
117.05
|
88.31
|
117.05
|
88.31
|
|
Total
Income
|
8690.89
|
8343.99
|
8690.89
|
8343.99
|
|
Expenditure
|
7867.87
|
7758.25
|
7867.87
|
7761.79
|
|
Profit
before
Depreciation,
Interest
&
Tax
(PBDIT)
|
823.02
|
585.74
|
823.02
|
582.20
|
|
Financial
Expenses
(Interest)
|
83.53
|
102.83
|
83.53
|
102.83
|
|
Profit
before
Depreciation
and
Tax
(PBDT)
|
739.49
|
482.91
|
739.49
|
479.37
|
|
Depreciation
and
Amortization
|
158.99
|
160.15
|
158.99
|
160.15
|
|
Profit
before
Tax
(PBT)
|
580.50
|
322.76
|
580.50
|
319.22
|
|
Extraordinary
items
(Gain)
|
-
|
-
|
-
|
-
|
|
Net
OCI
Impact
Gain
/
(Loss)
|
(3.07)
|
(1.83)
|
(3.07)
|
(1.83)
|
|
Share
of
Profit/(loss)
from
Jointly
Controlled
Entity
and
Associate
|
-
|
-
|
1877.85
|
(1298.38)
|
|
Income
Tax
(net
of
MAT
Credit)
|
-
|
(17.54)
|
-
|
(17.54)
|
|
Total
Comprehensive
income/(loss) for
the
year,
net of
tax
|
577.43
|
303.39
|
2455.28
|
(998.53)
|
|
Earnings
per
Share
(in
Rs.)
|
1.97
|
1.14
|
8.35
|
(3.72)
|
?
Performance of the Company
During
the
year,
the
Company's
revenue
from
operations
increased
by
3.85%
,
from
Rs.
8,255.68
lakhs
in
FY
2024-25
to
Rs.
8,573.84
lakhs
in
FY
2025-26.
Total
income
(including
other
income)
rose
from
Rs.
8,343.99
lakhs
to
Rs.
8,690.89
lakhs,
reflecting
a
growth
of
4.16%
.
Profit
before
Depreciation,
Interest
and
Tax
(PBDIT)
improved
sharply
by
40.51%
,
from
Rs.
585.74
lakhs
to
Rs.
823.02
lakhs, indicating better operating efficiency and cost management.
After accounting for finance costs and depreciation, Profit before Tax (PBT) increased from Rs. 322.76 lakhs to Rs. 580.50 lakhs, a growth of
79.86%
.
The
Company
reported
a
Profit
after
Tax
(PAT)
of
Rs.
577.43
lakhs
for
FY
2025-26
as
against
Rs.
303.39
lakhs
in
the
previous year,
representing
a
growth
of
90.33%
.
Earnings
per
share
(EPS)
accordingly
increased
from
Rs.
1.14
to
Rs.
1.97.
?
Operations during the year
During FY
2025-26, the Company
continued its operations
with a focus on efficient resource utilization and cost management. Cost
of
materials
consumed
decreased
to
Rs.
4,961.22
lakhs
(FY
2024-25:
Rs.
5,223.90
lakhs
),
reflecting
improved
material utilization and procurement efficiencies. Employee benefits expense increased to
Rs. 1,516.21 lakhs
(FY 2024-25:
Rs. 1,296.04
lakhs
)
on
account
of
higher
manpower
costs.
Finance
costs
reduced
to
Rs.
83.53
lakhs
(FY
2024-25:
Rs.
102.83 lakhs
) due to improved profitability
and stronger
operating cash flows,
while depreciation and amortisation expense remained broadly
in
line
with
the
previous
year
at
Rs.
158.99
lakhs
(FY
2024-25:
Rs.
160.15
lakhs
).
Other
expenses
increased
to
Rs. 1,249.47 lakhs
(FY
2024-25:
Rs. 1,054.91 lakhs
) in line
with the scale of
operations.
The Company
continued to maintain focus on operational efficiency
and prudent cost management,
which contributed to the improved profitability
during the
year.
?
Dividends
In order to conserve resources for the Company's working-capital requirements, planned capital expenditure, regulatory and
quality-compliance
initiatives,
and
identified
growth
opportunities,
the
Board
has
not
recommended
a
dividend
for
the financial year ended 31 March 2026.
The
Board
believes
that
retaining
earnings
at
this
stage
will
support
the
Company's
long-term
growth
strategy,
strengthen operational
and
financial
resilience,
and
create
sustainable
value
for
shareholders.
?
Reserves
The
Company
has
not
transferred
any
amount
to
reserves
and
not
withdrawn
any
amount
from
the
reserves.
?
Deposits
During the financial year 2025-26, 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.
?
SHARE CAPITAL AND LISTING OF SECURITIES
Authorized
Share
Capital
The authorized 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.
Paid
Up
Share
Capital
The
Issued,
Subscribed
and
Paid-up
equity
share
capital
is
Rs.
29,45,72,480/-
(Rupees
Twenty
Nine
Crores
Forty
Five
Lakhs Seventy
Two
Thousand Four
Hundred and Eighty
only) divided into 2,94,57,248 (Two Crores Ninety-Four
Lakhs Fifty-Seven
Thousand
Two
Hundred
and
Forty-
Eight)
Equity
Shares
of
INR
10/-
each.
During
the
Financial
Year
under
review,
there
was
no
change
in
the
capital
structure
of
the
Company.
The
Company
has
not
issued shares
with differential
voting rights or
granted any
stock options or
issued any
sweat equity
or
issued any
Bonus Shares.
Further,
the
Company
has
not
bought
back
any
of
its
securities
during
the
year
under
review
and
hence
no
further details/ information invited in this respect.
The
Equity
shares
of
the
Company
are
listed
with
the
BSE
Limited
(BSE)
and
the
National
Stock
Exchange
of
India
Limited (NSE)
and
available
for
trading
at
the
both
the
platforms.
Annual
Listing
fee
has
been
paid
on
time
to
the
BSE
&
NSE.
?
Change in the nature of business, if any
During the
year, there
was no change in the nature of
business of
the
Company.
?
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.
Subsequent
to
the
close
of
the
financial
year
on
19th
June
2026,
the
Board
of
Directors
of
the
Company
approved
the
sale of 51,220 Equity Shares held by the Company in Brooks Steriscience Limited for an aggregate consideration of approximately
?
106.33 crore. Pursuant to the said transaction, the Company's shareholding in Brooks Steriscience Limited
will stand at 32.67% of
its paid-up share capital.
?
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.
?
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
31
st
March
2026
|
|
|
Short
Term
Bank
Facilities
|
CARE
A4
|
|
?
Changes in Directors and Key Managerial Personnel
In
accordance
with
the
provisions
of
Section
152
of
the
Companies
Act,
2013,
Mr.
Jitendrapratap
Rambahadur
Singh
(DIN: 09796568),
Whole
Time Director
of
the Company
retires by
rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re- appointment.
Subsequent
to
financial
year
under
review,
Prashant
Rathi
was
appointed
Chief
Executive
Officer
with
effect
from
1st
June 2026, in addition to his as Chief
Financial Officer
role.
?
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.
?
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
2025-26 that impacts
the
going
concern
status
and
company's
operations
in
future.
?
Details of Subsidiary/Joint Ventures/Associate Companies
During
the
year under
review,
?
Your Company is holding 49% shares in Brooks Steriscience Limited as at March 31, 2026. Brooks Steriscience Limited is a JV/Associates of Brooks Laboratories Limited.
?
Subsequent to the financial year, the Company incorporated a new company namely ABRIDGE SPECIALITY LIMITED on 2nd July 2026. ABRIDGE SPECIALITY LIMITED is a subsidiary company of the Company.
?
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.
?
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
.
?
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.
?
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.
?
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.
?
Recommendations of Audit Committee
All
the
recommendations
of
Audit
Committee
were
accepted
by
the
Board
of
Directors.
?
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
.
?
Directors' Responsibility Statement
Pursuant
to
Section
134(5)
of
the
Companies
Act,
2013,
the
Directors
confirm
that:
?
in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
?
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, 2026 and of the profit of the Company for that period;
?
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;
?
the Directors had prepared the annual accounts on a going concern basis;
?
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;
?
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.
?
Internal Financial Controls related to financial statement
The Company has an Internal Financial Controls ('IFC') framework, commensurate with the size, scale, and complexity of the Company's
operations
and
is
in
line
with
requirements
of
the
Companies
Act,
2013.
The
Board
of
Directors
of
the
Company
is
responsible
for
ensuring
that
IFC
have
been
laid
down
by
the
Company
and
that such controls
are
adequate
and
operating
effectively.
The
internal
control
framework
has
been
designed
to
provide
reasonable assurance
with
respect
to
recording
and
providing
reliable
financial
and
operational
information,
complying
with
applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with
corporate
policies.
The
Company
has
laid
down
Standard
Operating
Procedures
and
policies
to
guide
the
operations
of each
of
its
functions.
Business
heads
are
responsible
to
ensure
compliance
with
these
policies
and
procedures.
During
the
year
under
review,
no
material
or
serious
observations
have
been
received
from
the
Auditors
of
the
Company
for
inefficiency or inadequacy of such controls.
?
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.
?
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
2025-26, is available on the Company's website at
www.brookslabs.net
.
?
Statutory Auditors
At the 22
nd
AGM held on September 19, 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.
?
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-549, Level-4, Phase
VIII-A, Sector-75, Mohali, - 160 071, 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 31
st March, 2026.
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.
?
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 Board takes note of the remark made by the Secretarial Auditor. The proposed alteration to the Object Clause of the Memorandum of Association, approved by the Members on 26 September 2025, did not take effect as the e-Form MGT-14 filed with the Registrar of Companies was marked as "Not to be Taken on Record" due to certain regulatory and filing-related issues. Accordingly, the existing Object Clause continues to remain in force, and the Company has not undertaken any activity pursuant to the proposed amendment. The Company shall take appropriate steps, if required, in compliance with the applicable provisions of the Companies Act, 2013.
?
The outstanding income tax demands referred to by the Secretarial Auditor are under dispute and are presently pending before the Commissioner of Income Tax (Appeals). The Company has filed the necessary appeals against the respective assessment orders and has complied with the applicable requirements for pursuing such appeals, including payment of the prescribed stay amount, wherever applicable. Accordingly, the balance demand has not been deposited, as the matter is sub judice and the Company is pursuing appropriate legal remedies.
The Secretarial
Audit Report (Form MR-3) is given as
Annexure 4
to this Directors' Report.
The said Report contains no other remarks/observations.
?
Particulars of Loans, Guarantees or Investments
Details
of
investments
covered
under
the
provisions
of
Section
186
of
the
Companies
Act,
2013
are
given
in
Note No.
4
to
the Standalone Financial Statements.
The
Company
has
provided
corporate
guarantees
in
respect
of
credit
facilities
availed
by
its
Joint
Venture
Company.
During
the year, pursuant to the refinancing of the
Joint
Venture Company's existing borrowing arrangements, the Company's aggregate corporate
guarantee
exposure
as
at
March
31,
2026
stood
at
Rs.
11,677.25
lakhs
,
comprising
a
corporate
guarantee
of
Rs. 6,862.25
lakhs
under
the
previous
lending
arrangement
and
a
fresh
corporate
guarantee
of
Rs.
4,815.00
lakhs
issued
to
the new
lender.
The
corporate
guarantee
of
Rs.
6,862.25
lakhs
under
the
previous
lending
arrangement
was
released
subsequent to
March 31, 2026
, upon completion of the lender transition and related procedural formalities. Accordingly, the aggregate corporate
guarantee
exposure
as
at
March
31,
2026
represented
a
temporary
overlap
during
the
refinancing
process
and
did not result in any increase in the Company's underlying guarantee commitment.
?
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
Director
Report.
?
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.
?
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
2025-26
is
enclosed
as
Annexure
9
.
?
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.
?
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
.
?
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.
?
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.
?
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 for
admission.
?
Failure to implement any Corporate Action
The
Company
has
not
failed
to
complete
or
implement
any
corporate
action
within
the
specified
time
limit.
?
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.
?
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.
?
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.
For
Brooks
Laboratories
Limited
|
Place:
Baddi
|
|
|
Date:
July
31,
2026
|
sd/-Bhushan Singh Rana Whole
Time
Director
DIN:
10289384
|
sd/- Durga
Shankar
Maity Whole
Time
Director
DIN:
03136361
|
|