Board approves demerger of manufacturing business into Abridge Speciality; 1:1 share entitlement ratio
Board of Brooks Laboratories Ltd approved a Scheme of Arrangement for the demerger of its Manufacturing Business into Abridge Speciality Limited, a wholly owned subsidiary, on a going concern basis.
By ScoutQuest · · 3 min read
- Demerged undertaking turnover (FY ended March 31, 2026)
- Rs. 8,287.26 lakhs
- Share of total turnover
- about 96.66% of total turnover
- Share entitlement ratio
- 1:1 — for every 1 equity share of Rs. 10 each held, 1 equity share of Rs. 10 each of the Resulting Company
What the Board approved
Brooks Laboratories Limited's Board, at its meeting held on October 14, 2026, approved a Scheme of Arrangement between the Company (the Demerged Company), Abridge Speciality Limited (the Resulting Company, a wholly owned subsidiary) and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013, for the demerger of the Manufacturing Business into the Resulting Company on a going concern basis. The approval followed recommendations of the Audit Committee and the Committee of Independent Directors.
What is being demerged
- 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 it.
- The Manufacturing Business means the manufacturing operations carried on at the Baddi facility, all sales carried out of the Baddi facility, the associated exports, the loan-licensing business, contract manufacturing for P2P business, and marketing and distribution channels for foreign and domestic markets.
Scale of the business being demerged
- Turnover attributable to the Demerged Undertaking for the financial year ended March 31, 2026 was Rs. 8,287.26 lakhs.
- That represents approximately 96.66% of the total turnover of Brooks Laboratories Limited for the year ended March 31, 2026.
What shareholders get
- The Resulting Company will issue and allot 2,94,57,248 equity shares to the shareholders of the Demerged Company in accordance with the Share Entitlement Ratio: for every 1 (One) equity share of Rs. 10 each fully paid up held in Brooks Laboratories Limited, 1 (One) equity share of Rs. 10 each fully paid up will be issued and allotted by Abridge Speciality Limited.
- No cash consideration is involved in the Scheme.
- The existing 10,000 equity shares of the Resulting Company held by the Demerged Company will be cancelled or extinguished under the Scheme.
Shareholding of the Resulting Company after the Scheme
- Promoter and Promoter Group: 1,55,00,292 shares, 52.62%
- Public: 1,39,56,956 shares, 47.38%
- Total issued and paid-up capital: 2,94,57,248 shares, 100%
- The shareholding pattern of the Demerged Company remains unchanged under the proposed demerger, and the proportion of shareholding between the Promoter and Promoter Group and the public shareholders remains unchanged.
Names and listing
- On effectiveness of the Scheme, the Resulting Company is to be renamed Brooks Laboratories Limited, and the Demerged Company is to be renamed Xuri Lifesciences Limited, or such other name as may be approved by the Registrar of Companies.
- The Resulting Company, being an unlisted company, proposes to seek listing and trading approval for the equity shares to be issued and allotted under the Scheme on BSE Limited and National Stock Exchange of India Limited.
Why the company says it is doing this
- Focused management and accountability, with the Manufacturing Business and the residual undertaking managed independently by dedicated management teams.
- Management and ownership realignment with the promoter groups associated with the respective businesses, supporting continuity of leadership and orderly succession planning.
- Operational and financial clarity, so assets, liabilities, cash flows, personnel and resources attributable to the Manufacturing Business are clearly identified and allocated.
- Strategic flexibility, giving the Manufacturing Business an independent corporate platform for growth strategy, capital requirements, financing arrangements and collaborations.
- Stakeholder value, allowing the Manufacturing Business to be evaluated and managed on a standalone basis.
The Scheme does not involve any compromise or arrangement with the creditors of the Demerged Company or the Resulting Company, and the company states the Scheme is not expected to adversely affect the rights or interests of creditors.
What comes next
The Scheme is subject to the requisite approvals of the Stock Exchanges, SEBI, NCLT and other regulatory or statutory authorities, 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 will be made available on the Company's website at www.brookslabs.net after submission with the Stock Exchanges.
Also from Brooks Laboratories
Board approves Scheme of Arrangement to demerge Manufacturing Business into Abridge Speciality
14 Oct 2026
More numbers
- Turnover of the demerged undertaking, FY ended March 31, 2026Rs. 8,287.26 lakhs
- Demerged undertaking turnover as share of total turnover96.66%
- Equity shares to be issued and allotted by the Resulting Company2,94,57,248
- Existing equity shares of the Resulting Company held by the Demerged Company10,000
- Promoter and Promoter Group holding in Resulting Company post-Scheme (shares)1,55,00,292
- Promoter and Promoter Group holding in Resulting Company post-Scheme (%)52.62%
- Public holding in Resulting Company post-Scheme (shares)1,39,56,956
- Public holding in Resulting Company post-Scheme (%)47.38%
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