Laurus Labs Board Approves Composite Scheme of Arrangement

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Laurus Labs (LAURUSLABS.NS) announced a Composite Scheme of Arrangement, subject to regulatory approvals, following a Board meeting on August 21, 2025. The plan, approved under Sections 230 to 232 of the Companies Act, 2013, involves the demerger of Laurus Synthesis Private Limited (LSPL) and subsequent amalgamation with Laurus Labs Limited.

The Composite Scheme of Arrangement encompasses the following:

1. Demerger of Unit-1 of Laurus Synthesis Private Limited (LSPL) and its merger with Sriam Labs Private Limited.

• Amalgamation of the remaining business undertaking of LSPL (excluding Unit-1) with Laurus Labs Limited and the dissolution of LSPL.

The scheme’s appointed date is set for April 1, 2026, or an alternative date pending approval from the National Company Law Tribunal (NCLT). The Board meeting, which approved the decision, commenced at 2:30 p.m. and concluded at 2:50 p.m.

Details of the Scheme

Key entities in this arrangement include Laurus Synthesis Private Limited (LSPL), Sriam Labs Private Limited, and Laurus Labs Limited. Financial highlights as of March 31, 2025, are detailed below:

Rationale for the Scheme

The strategic move is designed to streamline operations, consolidate subsidiary businesses, and enhance shareholder value.

Demerger

The demerger will consolidate similar businesses under Sriam Labs for enhanced integration, stronger financials, and greater flexibility.

Amalgamation

1. Aims to consolidate, integrate, and improve financial strength and flexibility.

• Seeks to realize operational efficiencies and optimize resource utilization.

• Intends to bolster business development potential, facilitating better financial resource acquisition.

• Will simplify the overall group structure.

Consideration

For the transfer of Unit-1 of LSPL to Sriam Labs, Sriam Labs will allocate 27 fully paid-up equity shares of ₹10 each for every 1 equity share of ₹10 held by Laurus Labs in LSPL.

The amalgamation of LSPL into Laurus Labs will not involve cash consideration or share issuance. Laurus Labs will cancel all equity shares held in LSPL.

Related Party Transactions

The involved entities are related parties as wholly-owned subsidiaries. The Ministry of Corporate Affairs has clarified that these transactions do not constitute related party transactions under Section 188 of the Companies Act, 2013.

Change in Shareholding Pattern

The amalgamation will not result in any change to Laurus Labs’ shareholding, as no new shares are being issued.

The appointed date for the scheme is April 1, 2026, or any other date as approved by the National Company Law Tribunal (NCLT) or any other appropriate authority.