The Board of Directors of your Company has pleasure in presenting the 23^rd Annual Report on the affairs of the Company together
with the Standalone and Consolidated Financials Audited Accounts of the Company for the year ended 31^st March, 2025.

1. Financial Results

The Financial Results for the year are as under: -

Rs. (in lakhs)

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The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.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

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 31^st 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 31^st 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 22^nd 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 27^th 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 31^st 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.

For and on behalf of the Board of Directors
Brooks Laboratories Limited

sd/- sd/-

Place: Baddi Bhushan Singh Rana Durga Shankar Maity

Date: 1st September 2025 Whole Time Director Whole Time Director

DIN:10289384 DIN:03136361