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The Members,
Your Directors are pleased to present the 38th Annual Report
and the Standalone and Consolidated Audited Financial Statements for the year ended 31st
March 2025.
Performance of the Company, State of Company's
Affairs and Material Development
The Company's financial performance, for the year ended 31st March
2025 as per Ind AS is summarized below:
INR in Crs
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations
including other income |
32.96 |
26.18 |
806.50 |
769.70 |
Profit/ (Loss) before
Interest, Depreciation, Tax and Exceptional Items |
12.17 |
(0.54) |
63.08 |
61.66 |
Exceptional Items |
-- |
10.88 |
(6.05) |
(6.63) |
Profit/ (Loss) before Tax |
5.45 |
5.70 |
(71.35) |
(71.71) |
Tax Expense (incl. Deferred
Tax) |
1.46 |
0.36 |
(15.17) |
(13.17) |
Profit/ (Loss) for the year
(Owners of equity) |
4.00 |
5.34 |
(28.80) |
(33.24) |
Non-controlling Interest |
-- |
-- |
(27.38) |
(25.30) |
Profit/ (Loss) for the year |
4.00 |
5.34 |
(56.18) |
(58.54) |
Basic/diluted EPS |
1.70 |
2.27 |
(12.23) |
(14.12) |
Consolidated Financial Statement
The consolidated financial statements of the Company and its
subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of
the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations") as well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the Independent Auditor's Report there on
form part of this Annual Report.
Change in Nature of Business
The Company did not undergo any change in the nature of its business
during the year under review.
Management Discussion and Analysis
As required by Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion
and Analysis Report is part of this Report.
The state of the affairs of the business along with the financial and
operational developments has been discussed in detail in the Management Discussion and
Analysis Report.
Share Capital
During the year under review there has been no change in the capital
structure of the Company. The paid-up capital of the Company as of March 31, 2025 is Rs.
23,54,52,310/- (Rupees Twenty Three Crores Fifty Four lakhs Fifty Two Thousand Three
Hundred and Ten only).
Directors & Key Managerial Personnel (KMP)
The following changes occurred in the composition of the Board of
Directors and Key Managerial Personnels of the Company during the FY 2024-25:
Appointment
Ms. Alka Sagar (DIN 07138477) was appointed as a Woman Independent
Director of the Company w.e.f. 14th August, 2024. Ms. Alka Sagar (BHSc. &
LLB) is a private practitioner and court lawyer. She has more than 18 years of experience
in the relevant field and serves as a board member in a Listed Company. She has the
required integrity, expertise, experience and proficiency for appointment as a
NonExecutive Independent Director of the Company.
Cessation
Dr. Abhigyan Upadhyay (DIN 07267470), Non-Executive, NonIndependent
Director of the Company has resigned from the Board of Directors w.e.f. 9th
January, 2025, before completion of his term as a Director. Mr. Pramod Toshniwal resigned
as Independent Director of the Company w.e.f. 5th July, 2024 due to their other
commitments and personal reasons.
The Board expresses its appreciation and gratitude for the timely
advice rendered by them during their tenure as the Directors of the Company.
Re-appointment of a Director liable to retire by rotation
In terms of Section 152 of the Companies Act, 2013, Dr. (Ms.) Kavita
Bhansali, Executive Director is liable to retire by rotation at the ensuing Annual General
Meeting and offers herself for re-appointment. Necessary Resolution for her reappointment
is recommended for the approval of the shareholders of the Company in the ensuing Annual
General Meeting.
There are no changes in Key Managerial Personnel (KMP) during the year.
Declaration from Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under
SEBI Listing Regulations.
Familiarization Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, the Company has put in place a Familiarization Program for the
Independent Directors to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model etc. The details of the Familiarization Program conducted are available on
the website of the Company at www.bilcare-group.com.
Directors' Responsibility Statement
Pursuant to the requirement under the Section 134(5) of the Companies
Act 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed
that:
a. in the preparation of the annual accounts for the financial year
ended 31st March 2025, the applicable accounting standards had been followed
and there are no material deviations from the same;
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/loss of the Company for the year ended on that date;
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 accounts for the financial year ended 31st March 2025
have been prepared on a 'going concern' basis;
e. 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;
f. 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.
Annual Return
As per the requirements of Section 92(3) of the Act and Rules framed
thereunder, Annual Return for the Financial Year 20242025 is available on the website of
the company at www. bilcare-group.com.
Number of Meetings of the Board
During the Financial Year 2024-25, Eight (8) Board Meetings were held,
details of which are given in the Corporate Governance Report section.
Particulars of Loans, Guarantees and Investments under section 186 of
the Companies Act, 2013
Particulars of Loans, guarantees and investments form part of the notes
to the financial statement provided in this Annual Report.
An update on the Company's significant investments during the financial
year is summarised below :
Redemption of Preference Shares Held in Caprihans India Limited
During the financial year under review, out of the total holding of
21,30,00,000, 0.1% Non-Cumulative, Non-Participating Redeemable Preference Shares of '10
each, 4,63,50,000 Preference Shares were redeemed in two tranches of 2,40,00,000 shares on
2nd December, 2024, and 2,23,50,000 shares on 10th January, 2025.
Accordingly, as at 31st March, 2025, the Company continues to hold 16,66,50,000
Preference Shares.
Conversion of Convertible Warrants and Increase in Equity Shareholding
in Caprihans India Limited (CIL), a subsidiary of the Company
During the financial year under review, the Company exercised its right
to convert 14,90,000 (Fourteen Lakh Ninety Thousand) Convertible Warrants, each priced at
'200 (Rupees Two Hundred only), into Equity Shares. Pursuant to this conversion, the
Company was allotted 14,90,000 Equity Shares of '10 each at a premium of '190 per share by
CIL. Consequently, the Company's holding of Convertible Warrants in CIL reduced to
33,10,000 as at the end of the financial year. As a result, the Company's investment in
Equity Shares of CIL increased by 14,90,000 equity shares, bringing the total holding to
81,88,325 Equity Shares (55.99%) as of 31st March, 2025.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during
the FY 2024-2025 with related parties were valued on an arm's length basis and in the
ordinary course of business and approved by the Audit Committee consisting of Independent
Directors.
As per the SEBI Listing Regulations, if any Related Party Transactions
('RPT') exceeds '1,000 crore or 10% of the annual consolidated turnover as per the last
audited financial statement whichever is lower, would be considered as material and would
require Members approval. However, there were no material transactions of the Company with
any of its related parties during the year in terms of Section 134 read with Section 188
of the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company
for FY 2024-2025 and, hence, the same is not required to be provided.
The details of RPTs during FY 2024-2025 are provided in the
accompanying financial statements.
The Policy on materiality of related party transactions may be accessed
on the Company's website at www.bilcare-group.com .
Amount Transfer to Reserves
Your Board of Directors do not propose to transfer any amount to the
reserves.
Dividend
Your Board of Directors do not recommend any Dividend for the financial
year ended 31st March 2025.
Conservation of Energy, Technology Absorption and
Foreign exchange earnings & outgo
A. Conservation of Energy
i. Steps taken for Conservation of Energy:
Bilcare Focused on Energy conservation measures and successfully
implemented as follows:
• 2024-25 - Conversion of 40 W fluorescent tube lights in office
area (Level 1 & 2) to 20 W LED battens: 43 fittings (40-20 = 20 W) .02 KW X 10 hrs per
day =.2 KWh (Units) per day X 43 fittings = 8.6 Units per day X 365 days = 3139 Units X 10
Rs. = Rs. 31390 saved per annum.
• 2024-25 - Conversion of 18 W CFL lights in office area (Level 1
& 2) to 10 W LED pencil s: 58 fittings (18-10 = 8 W) .008 KW X 10 hrs per day =.08 KWh
(Units) per day X 58 fittings = 4.64 Units per day X 365 days = 1693.6 Units X 10 Rs. =
Rs. 16936 saved per annum.
Leading to total saving of Rs. 48,326 per annum.
B. Technology Absorption, Adaptation and Innovation
During the financial year, 5 new international patent applications were
made for the PPI Division, which is transferred to Caprihans India Limited.
Expenditure on Research & Development -
i. During the financial year there is no R&D expenditure on a
standalone basis.
ii. On a consolidated basis total R&D expenditure as a percentage
of consolidated turnover is 0.25 %
Foreign Exchange Earnings & Outgo
Particulars |
Rs. in Crores |
Foreign exchange earned |
5.51 |
Foreign exchange outgo |
0.83 |
Corporate Social Responsibility (CSR)
The Company has Corporate Social Responsibility Policy as per the
Provisions of Companies Act, 2013 and Rules made thereunder and is available on the
website of the Company.
The Annual Report on CSR activities is annexed as Annexure -A.
Audit Committee
The audit committee comprises of Mr. Rajesh Devene (Chairman of the
Committee), Ms..Madhuri Vaidya and Mr. Shreyans Bhandari as members. All the
recommendations made by the committee were accepted by the Board.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), the Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Committees. Performance evaluation has been carried out
as per the Nomination and Remuneration Policy.
Independent Directors' Meeting
In accordance with the provisions of Schedule IV (Code for Independent
Directors) of the Companies Act, 2013 and SEBI Listing Regulations, a meeting of the
Independent Directors of the Company was held on 13th February 2025 without the
attendance of Non-Independent Directors and Members of the Management.
Information about Subsidiary/JV/ Associate Company
Consolidated Financial Statements of the Company are inclusive of the
results of all the subsidiaries. Copies of annual accounts and related information of all
the subsidiaries can be sought by any member of the Company by making a written request to
the Company at the Registered Office. Above information is available for inspection at the
Registered Office & on website of the Company. A statement containing the salient
features of the financial statement of the subsidiaries in the prescribed format AOC-1 is
presented in a separate section forming part of the financial statements. The Policy for
determining 'Material' subsidiaries has been displayed on the Company's website at
www.bilcare-group.com.
As on 31st March, 2025, Company has five (5) wholly owned
subsidiaries viz. Bilcare GCS Limited, UK. Bilcare GCS Inc., USA, Bilcare GCS Ireland
Limited, Ireland, Bilcare Inc., USA, and Bilcare Pharma Solutions Limited and Caprihans
India Limited, a 55.99% subsidiary and Bilcare Research GmbH, Germany, a step down
subsidiary.
Deposits
Given below are the details of deposits, covered under Chapter V of the
Companies Act, 2013:
The Company has not invited/accepted deposits from public/ members
during the year under review.
During the Financial Year 2022-2023, on 27th March, 2023,
the Company transferred its Pharma Packaging Innovations (PPI) Division to Caprihans India
Limited, its Subsidiary as a business undertaking on a going concern basis along with all
the assets and liabilities pertaining to the PPI Division. Accordingly, Caprihans India
Limited has undertaken to pay to the Company, the amount payable to the depositors. As on
31st March, 2025 the outstanding deposits were Rs. 49.49 Crs (including
interest).
Significant and Material Orders
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's operations in
future.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
Vigil Mechanism
The Company has in place Whistle Blower Policy, wherein the Employees/
Directors/ Stakeholders of the Company are free to report any unethical or improper
activity, actual or suspected fraud or violation of the Company's Code of Conduct. This
mechanism provides safeguards against victimization of Employees, who report under the
said mechanism. During the year under review, the Company has not received any complaints
under the said mechanism. Your Directors hereby affirm that no personnel has been denied
access to the audit committee. The Whistle Blower Policy may be accessed on the Company's
website at www. bilcare-group.com .
Secretarial Standards of ICSI
The Company is in compliance with relevant provisions of the
Secretarial Standards issued by The Institute of Company Secretaries of India.
Corporate Governance
A report on Corporate Governance is given in this Annual Report. The
requisite certificate from the Practicing Company Secretary confirming compliance with the
conditions of corporate governance is attached to the report on Corporate Governance.
Auditors
Statutory Auditors
M/s. Sharp & Tannan Associates, Chartered Accountants, Pune (Firm
Registration No. 109983W), were appointed as the Statutory Auditors of the Company by the
shareholders at the 36th Annual General Meeting held on September 29, 2023, to
hold office until the conclusion of the 41st Annual General Meeting to be held
in the year 2028.
M/s. Sharp & Tannan Associates have, however, tendered their
resignation as Statutory Auditors of the Company with effect from August 14, 2025. The
resignation was pursuant to the Company's intent to align the Statutory Auditors of the
Company with those of its major subsidiary. Due to bandwidth limitations, M/s. Sharp &
Tannan Associates expressed their inability to continue as the Statutory Auditors and
accordingly resigned.
To fill the casual vacancy arising out of the said resignation, and
based on the recommendation of the Audit Committee, the Board of Directors at its meeting
held on August 14, 2025, approved the appointment of M/s. Patki & Soman Associates,
Chartered Accountants, Pune (Firm Registration No. 107830W, Peer Review Certificate No.
019076), as Statutory Auditors of the Company to hold office from August 14, 2025, until
the conclusion of the ensuing 38th Annual General Meeting.
In accordance with the provisions of Section 139(8) of the Companies
Act, 2013, the appointment of M/s. Patki & Soman Associates, Chartered Accountants,
Pune, in the casual vacancy caused by the resignation of M/s. Sharp & Tannan
Associates is required to be approved by the shareholders of the Company at a General
Meeting within three (3) months from the date of appointment by the Board.
Further, based on the recommendation of the Audit Committee, the Board
of Directors has also proposed the appointment of M/s. Patki & Soman Associates,
Chartered Accountants, Pune, as the Statutory Auditors of the Company for a term of five
(5) consecutive years, commencing from the conclusion of the 38th Annual
General Meeting until the conclusion of the 43rd Annual General Meeting to be
held in the year 2030, subject to the approval of the shareholders of the Company..
Secretarial Auditor
The Board had appointed M/s. Ghatpande & Ghatpande Associates
Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31st March 2025 is
annexed herewith marked as Annexure - B to this Report.
Management's explanation to the observations and
comments given by the Auditors
1. Classification of Land Parcels as "Assets Held for Sale"
During FY 2023-24, land and building owned by the promoters against a
capital advance paid to the promoters, were capitalized and thereby the capital advance
became Nil. While the title deeds for the land and building are yet to be executed in the
Company's name pending NOC and execution of sale agreements, the physical possession of
the assets is with the Company.
As there were potential buyers for the land, this asset was classified
as "Assets Held for Sale" in accordance with Ind AS 105 as on 31st
March 2024 and as the due diligence by the prospective buyers is still ongoing, the said
classification continues as on 31st March 2025. It is expected that the
transaction will be concluded in FY 2025-26..
2. Sale of Leasehold Land and Building - Patalganga
The Company entered into a Memorandum of Understanding with a
prospective buyer for the sale of its leasehold land and building at Patalganga. In line
with Ind AS 105, the asset was classified as "Asset Held for Sale" as at 31st
March, 2025.
Subsequently, on 15th May, 2025 (post the balance sheet
date), the sale was executed through a Deed of Assignment for transfer of leasehold
rights, for a total consideration of '3.25 Crores.
3. SFIO Investigation
With reference to the letter received from the Serious Fraud
Investigation Office (SFIO) under Section 212 of the Companies Act, 2013, the Company has
filed a writ petition before the Hon'ble High Court of Mumbai challenging the initiation
of the investigation. The matter is currently sub-judice. Meanwhile, SFIO has sought
certain documents/information from the Company, its Directors and the professionals
engaged by the Company. The same has already been submitted as and when asked.
4. Public Fixed Deposits
The Company has paid interest on public fixed deposits without any
delay and has also repaid a substantial portion of the principal amount. The balance fixed
deposits, along with full interest, are in the process of being repaid.
5. Others
While filing the Corporate Governance Report for the Quarter ended 30th
September, 2024 and Integrated Governance Report for the Quarter ended 31 st
December, 2024 there was a delay in filing with BSE Ltd., by 1 working day, due to
technical error at BSE Listing Portal and the same was also clarified to BSE.
All the other observations and comments given by the Auditors are
self-explanatory and do not call for any further comment.
Cost records and cost audits
During the year under review, maintenance of cost records and
requirement of cost audit as prescribed under provisions of Section 148 (1) of the Act are
not applicable to the Company
Details in respect of fraud reported by auditors
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees, to the Audit Committee under Section 143(12) of the Act, details of which
needs to be mentioned in this Report.
Risk Management
The Board of Directors has developed and implemented a comprehensive
Risk Management Policy, which lays down the procedure to identify, monitor and mitigate
the key elements of risks that threaten the existence of the Company. The Company is not
required to constitute a Risk Management Committee as per the SEBI LODR Regulations, 2015.
Particulars of Employees & Related Disclosures
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure - C to
this Report.
A statement containing particulars of employees as required under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure
forming part of this Report. However, the Annual Report is being sent to the members
excluding the said annexure. The said information is available for electronic inspection
during working hours and any member interested in obtaining such information may write to
the Company Secretary or Registrar and Transfer Agent, and the same will be furnished on
request.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
Mr. Shreyans Bhandari, Managing Director of the Company has received
remuneration from Caprihans India Limited, subsidiary of the Company, in his capacity as
President of Caprihans India Limited.
During the year under review, no application is made and no proceeding
is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code)
and there is no instance of one-time settlement of the Company with any bank or financial
institution.
Disclosure under the Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act 2013
In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to
prevent Sexual Harassment of Women at Workplace.
Your directors state that during the year under review, there were no
complaints filed & there were no complaints pending at the end of the year pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
Acknowledgement
We thank our domestic and international customers, vendors, investors,
banking community and investment bankers and all other stakeholders for their continued
support during the year.
Your directors also wish to place on record their deep sense of
appreciation for the committed services of the employees at all levels worldwide.
We thank the Governments of various countries where we have our
operations and also thank Central Government, various State Governments and other
Government agencies for their positive co-operation and look forward to their continued
support in future. Finally, we wish to express our gratitude to the members and
shareholders for their trust and support.
For and on behalf of the Board of Directors
Shreyans Bhandari
Chairman & Managing Director
Pune : 14th August 2025
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