Parties Involved

The MoU is between:

  • Brooks Laboratories Limited (the Company)
  • Steriscience Specialties Private Limited (SSPL)
  • Brooks Steriscience Limited (BSL)

Purpose of Agreement

The MoU records the commercial understanding among the parties regarding the Company's proposed continuing investment in BSL upon completion of the transaction approved by the Board on June 19, 2026. It establishes a framework for:

  • Protection of the economic value of the Company's retained investment
  • Anti-dilution rights in respect of the existing business
  • Principles governing capital requirements for existing and future business lines
  • Interim rights and obligations of the parties during the MoU term

Shareholding Details

As of the execution date, Brooks Laboratories Limited holds 49.00% of the equity share capital of Brooks Steriscience Limited. Pursuant to the transaction approved by the Board on June 19, 2026, the Company's shareholding in BSL will be reduced to 32.67% upon completion.

Financial Impact

The proposed transaction is expected to result in an immediate cash inflow of approximately ₹106.33 crores to Brooks Laboratories Limited, which shall be utilized towards its growth and business expansion.

Significant Terms of the MoU

a. Term: The MoU remains effective for a period of two years from the date of execution, unless terminated or otherwise dealt with according to its terms.

b. Value Protection Framework: Upon completion of the June 19, 2026 transaction, the value attributable to the Company's remaining investment (approximately 32.67% of BSL's equity) shall not be less than approximately USD 22.87 million, or the fair market value at the relevant time, whichever is higher.

c. Capital Funding Principles: Future capital requirements for the existing business shall, to the maximum extent practicable, be met through debt financing or other appropriate funding mechanisms. Where capital support is required, the agreed funding structure shall preserve the Company's agreed economic interest.

d. New Business Lines: Capital requirements for any new business line shall be governed by the MoU's commercial framework. Any consequential change in the Company's shareholding will be subject to the agreed commercial terms, including the value protection framework.

e. Future Transfers: Any future transfer of the Company's remaining investment shall be subject to mutual agreement between the parties and execution of definitive transaction documents. The MoU does not confer any unilateral right or obligation to require or compel such transaction.

f. Guarantee Release: During the MoU term, SSPL has agreed to use reasonable endeavors to procure the release and/or substitution of corporate guarantees extended by Brooks Laboratories Limited in respect of borrowings of Brooks Steriscience Limited.

Relationship Status

Steriscience Specialties Private Limited is neither a promoter nor a member of the promoter group of Brooks Laboratories Limited. Brooks Steriscience Limited is a joint venture company in which Brooks Laboratories Limited holds equity shares.

Related Party Transaction Status

The transaction does not fall within related party transactions. Although BSL is a signatory party, the agreement primarily records the commercial understanding between Brooks Laboratories Limited and Steriscience Specialties Private Limited.