Agreements

July 16, 2026 BSE Limited National Stock Exchange of India Ltd Listing Department- Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Tower, Bandra Kurla Complex, Dalal Street, Bandra (E) Mumbai – 400 001, Mumbai – 400 051, Scrip Code- 533543, Symbol: BROOKS Sub: Execution of binding Memorandum of Understanding with Steriscience Specialties Private Limited Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we hereby inform that, further to the disclosure made by Brooks Laboratories Limited ("Company") on June 19, 2026 regarding the proposed sale of a portion of its shareholding in Brooks Steriscience Limited ("BSL"), the Company has entered into a binding Memorandum of Understanding ("MoU") with Steriscience Specialties Private Limited ("SSPL") and Brooks Steriscience Limited ("BSL") . As previously disclosed, the proposed sale of a portion of the Company's shareholding in BSL remains subject to execution of definitive transaction documents, fulfilment of customary conditions precedent and receipt of applicable regulatory and other approvals. The MoU records the commercial understanding among the parties in relation to the Company's proposed continuing investment in BSL upon completion of the aforesaid transaction. It, inter alia, sets out the agreed framework for protection of the economic value of the Company's retained investment, anti-dilution rights in respect of the existing business, principles governing capital requirements for the existing and future business lines, and certain interim rights and obligations of the parties during the term of the MoU. The details as required under Regulation 30 of the SEBI Listing Regulations read with the SEBI Master Circular dated January 30, 2026 are enclosed as Annexure A. Kindly take the above information on record. Thanking You, For Brooks Laboratories Limited Krutika Rane Company Secretary & Compliance Officer Annexure A Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Master Circular dated January 30, 2026 Particulars Details Name(s) of parties with whom the Brooks Laboratories Limited, Steriscience Specialties agreement is entered Private Limited and Brooks Steriscience Limited. To record the commercial understanding between the parties governing the Company's continuing investment in Brooks Steriscience Limited, including Purpose of entering into the the broad framework relating to value protection, agreement capital funding principles, dilution principles, interim rights and obligations of the parties and the framework for any future transaction, if mutually agreed by the parties. As on the date of execution of the binding MoU, Brooks Laboratories Limited holds 49.00% of the equity share capital of Brooks Steriscience Limited. Pursuant to the transaction approved by the Board of Directors at its meeting held on 19th June 2026, and Shareholding, if any, in the entity subject to the completion of the said transaction, the 3 with whom the agreement is Company's shareholding in Brooks Steriscience executed Limited shall stand reduced to 32.67%. The proposed transaction is expected to result in an immediate cash inflow of approximately INR 106.33 crores to the Company, which shall be utilised towards its growth and business expansion. a. The MoU records the commercial understanding between the parties for a period of two years and provides the agreed commercial framework governing the Company's continuing investment in Brooks Steriscience Limited. b. Upon completion of the transaction approved by the Significant terms of the agreement Board on 19th June 2026, the MoU provides a value (in brief) protection framework in respect of the Company's remaining investment proposed to be retained in Brooks Steriscience Limited. Under the agreed commercial framework, the value attributable to such remaining investment (expected to represent approximately 32.67% of the equity share capital of Brooks Steriscience Limited) shall not be less than approximately USD 22.87 million, being the value Particulars Details derived from an agreed business value of USD 70 million, or the fair market value attributable to such investment at the relevant time, whichever is higher. c. The parties have agreed that future capital requirements relating to the existing business shall, to the maximum extent practicable, be met through debt financing or other appropriate funding mechanisms. Where capital support is required for the existing business, the agreed funding structure shall preserve the agreed economic interest of the Company in accordance with the MoU. d. Capital requirements relating to any new business line shall be governed in accordance with the agreed commercial framework contained in the MoU. Any consequential change in the Company's shareholding arising therefrom shall be subject to the agreed commercial terms, including the value protection framework referred to above. e. Any future transfer of the Company's remaining investment, if undertaken, shall be subject to mutual agreement between the parties and execution of definitive transaction documents. The MoU does not confer any unilateral right or obligation upon either party to require or compel such transaction. f. During the term of the MoU, SSPL has agreed to use reasonable endeavours to procure the release and/or substitution of the corporate guarantees extended by Brooks Laboratories Limited in respect of borrowings of Brooks Steriscience Limited, together with certain customary interim shareholder rights and obligations p ending the term of the MoU. Steriscience Specialties Private Limited is neither a Whether the said parties are related promoter nor a member of the promoter group of to promoter/promoter group/group 5 Brooks Laboratories Limited. Brooks Steriscience companies in any manner. If yes, Limited is a joint venture company in which Brooks nature of relationship Laboratories Limited presently holds equity shares. No.Although Brooks Steriscience Limited is a Whether the transaction would fall 6 signatory party to the MoU, the agreement primarily within related party transactions? If records the commercial understanding between Particulars Details yes, whether the same is done at Brooks Laboratories Limited and Steriscience arm's length Specialities Private Limited. In case of issuance of shares to the 7 parties, details of issue price, class of Not Applicable. shares issued Any other disclosures related to such agreements, viz., details of nominee The binding MoU shall remain effective for a period on the Board of Directors of the of two years from the date of execution, unless listed entity, potential conflict of terminated or otherwise dealt with in accordance with interest arising out of such its terms. agreements, etc.