BSECompany Update1d ago · 14 Oct 2026, 06:22 pm

Outcome of Board Meeting under Regulation 30 of LODR for the Scheme of Arrangement

Brooks Laboratories Ltd · 533543

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Brooks Laboratories Ltd has 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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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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Brooks Laboratories Ltd - 533543 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement

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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 [Showing first 8,000 characters — download PDF for full document]