BLBrooks Laboratories533543Scheme of arrangement

Board approves Scheme of Arrangement to demerge Manufacturing Business into Abridge Speciality

Brooks Laboratories Ltd board approved a Scheme of Arrangement to demerge its Manufacturing Business into Abridge Speciality Limited, its wholly owned subsidiary.

By ScoutQuest · Wed 14 Oct 2026, 6:23 PM IST · 4 min read

Share Entitlement Ratio

1 equity share of Rs. 10 each in Abridge for every 1 equity share of Rs. 10 each held

Demerged Business Turnover

Rs. 8,287.26 lakhs, about 96.66% of total turnover for FY ended March 31, 2026

Shares to be Issued by Resulting Company

2,94,57,248 equity shares

What was approved

On October 14, 2026, the Board of Directors of Brooks Laboratories Limited, based on the recommendations of the Audit Committee and the Committee of Independent Directors, approved the Scheme of Arrangement between the Company ("Demerged Company"), Abridge Speciality Limited ("Resulting Company") and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013, for the demerger of the Manufacturing Business of the Demerged Company into the Resulting Company. The Resulting Company is a wholly owned subsidiary of the Demerged Company.

The Scheme is subject to the requisite approvals of the Stock Exchanges, SEBI, NCLT and other regulatory/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.

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 the Manufacturing Business, 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 the Baddi facility together with the associated exports, loan-licensing business, contract manufacturing for P2P business, and marketing and distribution channels for foreign and domestic markets.
• The business that stays with the Demerged Company is described in the presentation as the Retained Business, covering trading business activities with related assets, liabilities, licences, contracts and other rights.

Share entitlement ratio and shareholding

• 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 shall be issued and allotted by Abridge Speciality Limited.
• The Resulting Company shall issue and allot 2,94,57,248 equity shares to the shareholders of the Demerged Company; the existing 10,000 equity shares of the Resulting Company held by the Demerged Company shall be cancelled/extinguished.
• There is no cash consideration involved in the Scheme.
• Post-Scheme shareholding of the Resulting Company: 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%). Pre-Scheme, the Promoter and Promoter Group held 10,000 shares (100%).
• The shareholding pattern of the Demerged Company shall remain unchanged pursuant to the proposed demerger, except for such changes as may arise pursuant to implementation of the Scheme. The proportion of shareholding between the Promoter and Promoter Group and the Public shareholders shall remain unchanged.

Turnover of the demerged business

The turnover attributable to the Demerged Undertaking for the financial year ended March 31, 2026 was Rs. 8,287.26 lakhs, representing approximately 96.66% of the total turnover of Brooks Laboratories Limited for the financial year ended March 31, 2026.

Names and listing

• 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 Resulting Company, being an unlisted company, proposes to seek listing and trading approval for the equity shares to be issued and allotted pursuant to the Scheme on BSE Limited and National Stock Exchange of India Limited, subject to applicable laws, regulations, circulars and the requisite approvals of the Stock Exchanges and SEBI.

Stated rationale

• Focused management and accountability, with dedicated management teams for the Manufacturing Business and the residual undertaking.
• Management and ownership realignment with the promoter groups associated with the respective businesses, along with continuity of leadership and orderly succession planning.
• Operational and financial clarity in allocation of assets, liabilities, cash flows, personnel and resources.
• Strategic flexibility through an independent corporate platform for growth strategy, capital requirements, financing arrangements and collaborations.
• Stakeholder value, by enabling 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 interests of the creditors are stated to be protected in accordance with the terms of the Scheme and applicable law.

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