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)

? 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

? 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