BSEGeneral1d ago · 14 Oct 2026, 05:47 pm
Outcome of Board Meeting held on Wednesday, October 14, 2026
Brooks Laboratories Ltd · 533543
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Brooks Laboratories Ltd has announced the outcome of its Board Meeting, where it approved a Scheme of Arrangement for the demerger of its Manufacturing Business into a wholly-owned subsidiary, Abridge Speciality Limited. The demerger is subject to regulatory approvals and shareholder approval.
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Full Announcement
Brooks Laboratories Ltd - 533543 - Board Meeting Outcome for Outcome Of Board Meeting Under Regulation 30 Of The Securities And Exchange Board Of India
(Listing Obligations And Disclosure Requirements) Regulations, 2015 (As Amended From Time To Time)
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October 14, 2026
To, To,
BSE Limited National Stock Exchange of India Limited
The Manager The Manager
Corporate Relationship Department Listing Department
Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex Bandra
Dalal Street, (East),
Mumbai - 400 001 Mumbai - 400 051
BSE Scrip Code: 533543 NSE Symbol: BROOKS
Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time
to time) (“Listing Regulations”)
Dear Sir/Madam,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”),
we wish to inform you that the Board of Directors (“Board”) of Brooks Laboratories Limited
(“Company” or “Demerged Company”), based on the recommendations of the Audit Committee and
the Committee of Independent Directors, at its meeting held today, i.e. October 14, 2026, has approved
the Scheme of Arrangement between the Company, Abridge Speciality Limited (“Resulting Company”)
and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 and other applicable regulatory requirements, for the demerger of the
Manufacturing Business (“Manufacturing Business”) of the Demerged Company into the Resulting
Company (“Scheme”).
The Scheme is subject to the requisite approvals of the Stock Exchanges, Securities and Exchange
Board of India, NCLT and other regulatory/statutory authorities, as applicable, and the approval of
the shareholders and/or creditors of the Company and the Resulting Company, as may be directed by
the NCLT or otherwise required under applicable law.
The Scheme as approved by the Board shall be made available on the website of the Company at
www.brookslabs.net after submission of the Scheme with Stock Exchanges.
Upon effectiveness of the Scheme, the name of the Resulting Company shall be changed to Brooks
Laboratories Limited and the name of the Demerged Company shall be changed to Xuri Lifesciences
Limited or such other name as may be approved by the Registrar of Companies.
The disclosure as required under Regulation 30 and Schedule III of Listing Regulations read with SEBI
circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed as
Annexure A hereto.
Brief presentation on the Scheme of Arrangement is enclosed herewith as Annexure B.
The aforesaid meeting of the Board of Directors of the Company commenced at 4.00 PM (IST) and
concluded at 5:30 PM (IST).
We request you to kindly take these submissions on your record and disseminate the same.
Thanking you.
Yours faithfully,
For Brooks Laboratories Limited
Bhushan Singh Rana
Wholetime Director
DIN: 10289384
Encl: As above
Annexure A
Disclosure of information in relation to the Scheme pursuant to Regulation 30 of the Listing
Regulations read with the SEBI Master Circular
Sr. Particulars Details
1. Brief details of the The Scheme provides for the demerger of the Demerged
division(s) to be Undertaking (as defined in the Scheme) of Brooks Laboratories
Demerged Limited (“Demerged Company”) into Abridge Speciality Limited
(“Resulting Company”), a wholly owned subsidiary of the Demerged
Company, on a going concern basis.
The “Demerged Undertaking” comprises the Manufacturing
Business, together with all assets, movable and immovable
properties, liabilities, employees, contracts, rights, obligations,
permits, licences, registrations, approvals and other resources relating
to or pertaining to the Manufacturing Business, to be transferred to
the Resulting Company on a going concern basis.
“Manufacturing Business” means manufacturing operations carried
on at the Baddi facility along with all the sales carried out of Baddi
facility together with the associated exports, loan-licensing business.
Contract manufacturing for P2P business along with marketing and
distribution channels for foreign and domestic markets of the
Demerged Company.
2. Turnover of the The turnover attributable to the Demerged Undertaking of Brooks
Demerged division Laboratories Limited for the financial year ended March 31, 2026 was
and as percentage to Rs. 8,287.26 lakhs, representing approximately 96.66% of the total
the total turnover of turnover of Brooks Laboratories Limited for the financial year ended
the Listed Entity in March 31, 2026.
the immediately
preceding financial
year / based on
financials of last
financial year
3. Rationale for The following benefits shall accrue on demerger of the Demerged
Scheme of Undertaking into the Resulting Company:
Arrangement
a. Focused management and accountability: To enable
the Manufacturing Business and the residual undertaking of
the Demerged Company to be managed independently,
with dedicated management teams, clear accountability and
greater agility in decision-making;
b. Management and ownership realignment: To facilitate
appropriate alignment of the management and ownership
of the respective businesses with the promoter groups
associated with such businesses, thereby facilitating
continuity of leadership, efficient governance and orderly
succession planning, in accordance with the terms of the
Scheme;
c. Operational and financial clarity: To facilitate the clear
identification and allocation of the assets, liabilities, cash
flows, personnel and resources attributable to the
Manufacturing Business and enable their efficient
management and deployment;
d. Strategic flexibility: To provide the Manufacturing
Business with an independent corporate platform to pursue
its growth strategy, capital requirements, financing
arrangements, collaborations and other strategic
opportunities, having regard to its operational and
regulatory requirements; and
e. Stakeholder value: To enable the Manufacturing Business
to be evaluated and managed on a standalone basis, while
preserving the interests of the shareholders, creditors,
employees and other stakeholders of the Demerged
Company and the Resulting Company in accordance with
the Scheme.
As a result, the Board of Directors of the Demerged Company and
Resulting Company are proposing this Scheme under Sections 230 to
232 of the Companies Act, 2013, which they believe is in the best
interest of the all the stakeholders of the parties involved in the
Scheme.
The Scheme does not involve any compromise or arrangement with
the creditors of the Demerged Company or the Resulting Company.
The Scheme is not expected to adversely affect the rights or interests
of the creditors of either company, and the interests of the creditors
shall be protected in accordance with the terms of the Scheme and
applicable law.
4. Brief details of a. The shareholding pattern of the Demerged Company shall
change in remain unchanged pursuant to the proposed demerger,
shareholding except for such changes as may arise pursuant to the
implementation of the Scheme.
pattern (if any) of all b. Pursuant to the Scheme, the Resulting Company shall issue
entities and allot 2,94,57,248 equity shares to the shareholders of
the Demerged Company in accordance with the Share
Entitlement Ratio. Upon such issue and allotment, the
existing 10,000 equity shares of the Resulting Company
held by the Demerged Company shall be
cancelled/extinguished pursuant to the Scheme.
Accordingly, the shareholding pattern of the Resulting
Company pursuant to the Scheme shall be as under:
Pre-Scheme Post-Scheme
Category No. of % No. of %
shares shareholding shares shareholding
Promoter and
10,000 100% 1,55,00,292 52.62%
Promoter Group
Public - - 1,39,56,956 47.38%
Total Issued
and Paid-up 10,000 100% 2,94,57,248 100%
Capital
c. The shareholding pattern of the Resulting Company
pursuant to the Scheme shall be in accordance with the
shareholding pattern of the Demerged Company and the
Share Entitlement Ratio, and the proportion of
shareholding between the Promoter and Promoter Group
and the
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