Brooks Laboratories Ltd

Transaction overview

• Demerger of the Manufacturing Business into a wholly owned subsidiary with 1:1 share entitlement.

Rationale

• Business focus, governance clarity, and stakeholder value via independent platform.

Key terms

• No cash consideration; all-share demerger.
• Share entitlement ratio 1:1; 2,94,57,248 new shares issued.
• Pre-scheme 10,000 existing shares of the Resulting Company canceled.
• Post-scheme promoter 52.62% and public 47.38% holdings.
• Resulting company to seek listing on BSE/NSE.
• Board approval obtained on Oct 14, 2026; subject to approvals.

Regulatory & approvals

• Subject to stock exchanges, SEBI, NCLT and other regulatory approvals.

Financial impact

• No cash consideration; value via share issuance.
• Total post-scheme equity shares: 2,94,57,248; promoter 52.62%, public 47.38%.
• Turnover of manufacturing division in FY2026 was ₹8,287.26 lakhs (96.66% of total).

Status & next steps

• Board approval obtained on Oct 14, 2026; awaiting regulatory and shareholder approvals.

Stakeholder impact

• Manufacturing employees transferred to the Resulting Company on a going-concern basis.

Timeline

• Indicative listing timeline is about 16 months from filing; regulatory approvals required.

Clarification to NSE on price movement

• Submitted in response to NSE's surveillance letter regarding Movement in Price.
• Company clarifies that price movement and volumes are market-driven and not connected to management.
• States all material information has been disclosed to the exchange in compliance with Listing Regulations.
• Reiterates commitment to ongoing compliance and will continue to adhere to applicable laws.
• Signed by Prashant Rathi, CEO and CFO, on behalf of Brooks Laboratories Limited.

Price movement clarification

• States share price movement is market-driven; all material disclosures have been made per Reg 30.
• Signed off by Prashant Rathi, CEO and CFO.
• Reiterates adherence to Listing Regulations and applicable laws.

Brooks Laboratories Ltd – Trading Window closed from 1 October 2026 until 48 hours after the declaration of Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended 30 September 2026

Resignation of KMP

• Resignation of Krutika Rane as Company Secretary and Compliance Officer, effective 9 Oct 2026, to pursue another career.

AGM Details

• Date, time and mode: 3 September 2026, 9:00 AM, VC/OAVM.

Key Resolutions

• Adoption of annual audited standalone and consolidated financial statements.
• Re-appointment of director retiring by rotation.
• Ratification of remuneration of cost auditors.
• Approval and ratification of related party transactions.
• Approval of related party transactions.
• Remuneration to President – Strategy under section 188(1)(f).
• Remuneration to President – Trading under section 188(1)(f).

Voting Results

• Resolution 1: voting results not disclosed in filing.
• Resolution 2: voting results not disclosed in filing.
• Resolution 3: voting results not disclosed in filing.
• Resolution 4: voting results not disclosed in filing.
• Resolution 5: voting results not disclosed in filing.
• Resolution 6: voting results not disclosed in filing.
• Resolution 7: voting results not disclosed in filing.

Director Changes

• Director re-appointment: Jitendrapratap Singh (DIN 09796568) by rotation.

Auditors

• Cost auditor remuneration ratified.

Related Party Transactions

• RPT approvals/ratifications sought; counterparty details not disclosed.