BROOKS LABORATORIES LIMITED — M&A Activity 2025

Sep 26, 2025

September 26, 2025

BSE Limited National Stock Exchange of India Ltd Listing DepartmentExchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Tower, Bandra Kurla Complex, Dalal Street, Bandra (E) Mumbai – 400 001, Mumbai – 400 051, Scrip Code- 533543, Symbol: BROOKS

Dear Madam/ Sir,

Sub: Intimation of the Composite Scheme of Arrangement and Amalgamation (Merger by Absorption) under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Merger of Brooks Steriscience Limited (“BSL”), a Joint Venture / Associate of the Company

Pursuant to the meeting of Board of Directors of Brooks Steriscience Limited conducted on 26[th] September 2025, at 10:00 P.M., a Composite Scheme of Arrangement and Amalgamation amongst Steriscience Specialties Private Limited (“ SSPL ” or “ Transferor Company 1 ”) and Brooks Steriscience Limited (“ BSL ” or Transferee Company 1 ” or “ Transferor Company 2 ”) and Steriscience Pte Limited (“ Steriscience SG ” or “ Transferor Company 3 ”) and Strides Pharma Services Private Limited (“ SPSPL ” or “ Transferor Company 4 ”) and OneSource Specialty Pharma Limited (“ OneSource ” or “ Transferee Company 2 ”) (hereinafter referred to as “ Scheme ”) has been approved by the Board of Directors of BSL

The draft of the said Scheme presented before the Board of Directors of BSL and approved thereby, is subject to the approval of shareholders of the relevant entities forming part of the Scheme, creditors, stock exchanges viz. BSE Limited and National Stock Exchange of India Limited, SEBI, National Company Law Tribunal, the High Court of Singapore and any other sectoral or regulatory authority, as may be required.

Requisite details in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/CIR/P/0155 dated November 11, 2024, read with SEBI Circular No. SEBI/HO/CFD/CFDPoD- 1/P/CIR/2023/123 dated July 13, 2023 are enclosed herewith as Annexure 1 .

Kindly take the above information in your records.

Thanking You.

For Brooks Laboratories Limited,

RANE Digitally signed by RANE KRUTIKA KRUTIKA MOHAN Date: 2025.09.26 MOHAN 23:09:07 +05'30'

Krutika Rane Company Secretary and Compliance Office Membership No.: 66310

Annexure 1 Disclosure under Regulation 30 of SEBI Listing Regulation read with SEBI Circular SEBI/ HO/ CFD/PoD2/ CIR/ P/ 0155 dated November 11, 2024

Details in relation to Amalgamation/ Merger

Sr. No.	Particulars		Details	Details	Details
1.	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.		The Composite Scheme of Arrangement and Amalgamation (merger by absorption) involves the following entities: Name of the entity Turnover (standalone for the period 1st April 2024 to 31st March 2025) (INR in Million) Net worth (standalone as on 31stMarch 2025) (INR in Million)** Steriscience Specialties Private Limited (“SSPL” or Transferor Company 1”) - 343.42 Brooks Steriscience Limited (“BSL” or “Transferee Company 1” or “Transferor Company 2”) 402.35 1,294.90 Steriscience Pte Limited (“Steriscience SG” or “Transferor Company 3”)# 2,350.56 4,671.73 Strides Pharma Services Private Limited (“SPSPL” or “Transferor Company 4”). - 0.08 OneSource Specialty Pharma Limited (“OneSource” or 12,995.89 59,108.37
			Name of the entity	Turnover (standalone for the period 1st April 2024 to 31st March 2025) (INR in Million)*	Net worth (standalone as on 31stMarch 2025) (INR in Million)*
			Steriscience Specialties Private Limited (“SSPL” or Transferor Company 1”)	-	343.42
			Brooks Steriscience Limited (“BSL” or “Transferee Company 1” or “Transferor Company 2”)	402.35	1,294.90
			Steriscience Pte Limited (“Steriscience SG” or “Transferor Company 3”)#	2,350.56	4,671.73
			Strides Pharma Services Private Limited (“SPSPL” or “Transferor Company 4”).	-	0.08
			OneSource Specialty Pharma Limited (“OneSource” or	12,995.89	59,108.37

				“Transferee Company 2”)^
	2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		The Scheme does not fall within the purview of related party transactions in terms of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs (“MCA”) since the same is subject to the sanction of the NCLT, and the provisions of Section 188 of the Act are not applicable. In view of Paragraphs 10(b)(i) and 10(b)(ii) ofSEBI Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub- rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 dated June 20, 2023 (‘SEBI Master Circular’), the Scheme shall be acted upon only if the votes cast by the public shareholders of the Companyin favour of the Scheme are more than the number of

		votes cast by the public shareholders against it. The consideration as set forth in the Draft Scheme will be discharged on an ‘arms’ length basis’. The share exchange ratios for the shares to be allotted pursuant to the Draft Scheme are based on Valuation Report by an Independent Valuer.
3	Area of business of the entity(ies)	1. SSPL is a private limited Company incorporated on 29th August 2020 with Corporate Identification Number: U24304MH2020PTC424881 and having its registered office at 201, Devavrata, Sector 17, Vashi, Navi Mumbai, Sanpada, Thane-400703, Maharashtra, India. SSPL was incorporated with the object of conducting the business of development, manufacturing, marketing and distribution of pharmaceuticals products such as injectables for various markets. Currently, SSPL is engaged in the business of manufacturing of pharmaceutical products through its strategic investment in BSL, wherein it holds 30.02% of the equity stake. 2. BSL is a public limited Company incorporated on 04th September 2020 with Corporate Identification Number: U24297GJ2020PLC116152 and having its registered office at Survey no. 61/62, Manglej Village, Nareshwar Road, Karjan Taluka, Vadodara-391243, Gujarat. Further, vide Board resolution dated 29th August 2025 and shareholders resolution dated 05th September 2025, BSL have approved the shifting of registered office of BSL from the state of Gujarat to the state of Maharashtra. BSL is in the process of making the requisite filings before the regulatory authorities to obtain their approval in respect of such shifting of registered office. BSL is a backward-integrated manufacturer of sterile penem formulations which is a type of antibiotic known as Carbapenems and focuses on serving regulated markets. BSL’s product portfolio includes Meropenem, Ertapenem, and Imipenem/ Cilastatin and it has product filings in over 50 countries. 3. Steriscience SG is a private company limited by shares, and is incorporated under the Singapore Companies Act, 1967 on 27 April 2020 with Unique EntityNumber: 202012334E and

having its registered office at 36 Robinson Road, #13-06 City House, Singapore 068877. Steriscience SG owns certain IPs and is engaged in trading business as well as is engaged in the business of providing Contract Development and Manufacturing Operation (‘CDMO’) services through its stepdown subsidiary. Steriscience SG has a wholly owned subsidiary in Netherlands - Steriscience B.V., which in turn holds investment in a Polish subsidiary - Steriscience Sp. Z.o.o. which owns a manufacturing facility in Poland. Further, Steriscience SG is contemplating to transfer its entire trading business and intellectual property led B2B business on a going concern basis, to its wholly owned subsidiary, proposed to be named as Steriscience Pharma Pte Ltd. (or such other name as may be approved by the Singapore regulatory authorities). Post such transfer, Steriscience SG will only hold direct investments in Steriscience B.V. and Steriscience Pharma Pte Ltd. and indirect investments in Steriscience Sp. Z.o.o.

1. SPSPL is a private limited Company incorporated on 11[th] July 2022 with Corporate Identification Number: U74140KA2022PTC163606 and having its registered office at 19/2, Sarakki Village, 15[th] Cross Road Dollars Layout, JP Nagar 4th Phase, Bangalore -560078, Karnataka, India. Further, vide Board resolution dated 10th September 2025 and shareholders resolution dated 25th September 2025, SPSPL has approved the shifting of registered office of SPSPL from the state of Karnataka to the State of Maharashtra. SPSPL is in the process of making the requisite filings before the regulatory authorities to obtain their approval in respect of such shifting of registered office. SPSPL was incorporated with the object of acting as a service provider, providing business support services for all processes, subs processes and all other activities performed in the pharmaceutical and biopharmaceutical sector across the world. SPSPL is yet to commence commercial operations. Further, SPSPL owns OneSource Softgels Pte. Ltd. which owns Intellectual Properties and is engaged in the trading business. SPSPL is a wholly owned subsidiary of OneSource and OneSource Softgels Pte. Ltd. is a step-down subsidiary of OneSource.

			5. OneSource (formerly known as “Stelis Biopharma Limited”) is a public limited Company incorporated on 12th June 2007 with Corporate Identification Number: L74140MH2007PLC432497 and having its registered office at Unit No. 902, Cyber One, Plot No - 4 & 6, Sector 30A, Vashi, Navi Mumbai, Sanpada, Thane – 400703, Maharashtra, India. OneSource is engaged in the research, development, manufacture and commercialisation of biological drug products in various injectable formats. OneSource also offers end-to-end CDMO services across all phases of pre-clinical and clinical development and commercial supply of biologics. The shares of OneSource are currently listed on the National Stock Exchange of India Limited and the BSE Limited.
	4	Rationale for the amalgamation/ merger	The Companies involved in the Scheme are intending to consolidate the sterile injectable contract development and manufacturing operations of Steriscience SG and the Carbapenem facility of BSL, under OneSource. Prior to such consolidation, the Board of Directors of the Companies intend to simplify the holding structure BSL to enable a smoother consolidation of the business/ entities from the perspective of OneSource. The proposed consolidation of Steriscience SG and BSL with OneSource would inter alia have the following benefits: 1. OneSource is currently engaged in contract development and manufacturing operations, and accordingly, the consolidation of BSL and Steriscience SG with OneSource, which are also engaged in a similar line of business, would complement the existing business of OneSource. 2. The consolidation will strengthen business capabilities and increase the ability to offer a broader product and service portfolio, leveraging a unified talent pool, access to established customer base with long term contracts, diversified technical expertise and higher scale of operations. 3. The consolidation will enable the management to implement cohesive and forward-looking business strategies for contract development and manufacturing operations, thereby unlocking wider avenues for brownfield expansion, partnerships, investments and global expansion. 4. The consolidation will result in integration synergies, improved supervision,coordination of business operations

		and strengthen OneSource value proposition and create a multi-modality CDMO platform. 5. The consolidation will also bolster OneSource capabilities and capacities by adding a European Union site and a vertically integrated anti-infective site and diversifying OneSource's geographic footprint and catering to a key market. 6. The proposed consolidation will also lead to optimal utilization of infrastructure, enhanced productivity, and elimination of duplication across functions, ultimately driving operational efficiency and cost savings. 7. Further, the synergies arising out of the consolidation may lead to enhancement of net worth of the combined business and enhancement in earnings and cash flow would optimize the value of the OneSource and consequently enhance the shareholder’s value. Further, the amalgamation of SSPL with BSL would simplify the holding structure of BSL and reduction in shareholding tiers of the BSL and the amalgamation of SPSPL with the OneSource would rationalise the group structure by reducing the number of legal entities through which the business is carried out and would also result in reduction in regulatory and legal compliances and avoid multiple record keeping. Moreover, the Scheme is expected to increase the long-term value for the shareholders and other stakeholders of all the Companies.
5	In case of cash consideration – amount or otherwise share exchange ratio	No cash consideration is payable under the scheme. The consideration under the Scheme will be discharged as follows: a) Amalgamation of the SSPL into BSL (Part II of the Scheme); 48 (Forty-eight) equity shares of BSL (of INR 10/- each fully paid up) for every 10 (Ten) equity shares of SSPL (of INR 10/- each fully paid up) b) Amalgamation of BSL into OneSource (Part III of the Scheme);

				137 (One Hundred and Thirty-seven) equity shares of OneSource (of INR 1/- each fully paid up) for every 10 (Ten) equity shares of BSL (of INR 10/- each fully paid up)
	6	Brief details of change in shareholding pattern if any of the listed entity		The listed entity, being the Company, is not a party to the Scheme, there shall be no change in shareholding pattern of the listed entity. Pursuant to the Scheme, shareholding pattern of OneSource pre and post the Scheme will be as follows: Particulars Pre-Scheme Post Scheme No. of Equity Shares % No. of Equity Shares % Promoter 3,40,96,199 29.77% 5,08,71,296 36.17% Public 8,04,29,017 70.23% 8,97,65,869 63.83% Total 11,45,25,216 100% 14,06,37,165 100% Notes: (i) For SSPL – prior to effectiveness of the Scheme, there are some share transfers proposed among promoters / non- promoters. (ii) For Steriscience SG – Prior to effectiveness of the Scheme, the outstanding partly paid Ordinary Shares and OCRPS shall be forfeited and to the extent of amount paid up, fully paid-up shares of like nature shall be issued. Further, the resultant number of OCRPS shall be converted into equity shares as per the terms thereof. The promoters will also transfer some ordinary shares to non-promoters. The post scheme shareholding OneSource factors aforesaid realignment.
	7	Any other information		Pursuant to the proposed scheme of amalgamation the company will hold 21,05,142 equity shares of OneSource.