5335432026-10-145335432026-10-142026-10-145335432026-10-142026-10-14DemergedEntityDomain15335432026-10-14DemergedEntityDomain15335432026-10-142026-10-14DemergedEntityDomain25335432026-10-14DemergedEntityDomain2iso4217:INRxbrli:purexbrli:shares533543Brooks Laboratories LtdBROOKSNOTLISTEDINE650L01011NewDe-mergertrue2026-10-1417:30:002026-10-14The Scheme provides for the demerger of the Demerged Undertaking (as defined in the Scheme) of Brooks Laboratories 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.Brooks Laboratories LimitedDemergedListed Entity (self)8287000000.9666155002920.5262139569560.473800294572481155002920.5262139569560.473800294572481Abridge Speciality LimitedResultingSubsidiary001000010000100001155002920.5262139569560.473800294572481Shares1:1a.There is no cash consideration involved in the Scheme. b.The consideration for demerger shall be discharged by issue of equity shares by the Resulting Company as follows: “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 following benefits shall accrue on demerger of the Demerged Undertaking into the Resulting Company: 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.a. The shareholding pattern of the Demerged Company shall remain unchanged pursuant to the proposed demerger, except for such changes as may arise pursuant to the implementation of the Scheme. b. Pursuant to the Scheme, the Resulting Company shall issue 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: Category Pre-Scheme Post-Scheme No. of shares % shareholding No. of shares % shareholding Promoter and Promoter Group 10,000 100% 1,55,00,292 52.62% Public - - 1,39,56,956 47.38% Total Issued and Paid-up Capital 10,000 100% 2,94,57,248 100% 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 Public shareholders shall remain unchanged pursuant to the Scheme.true