First, you should extract the contents of the file.deb using dpkg -x and dpkg -e.
Then you should create the file.udeb using debhelper.
Debhelper knows the special properties of the file.udeb and will do the right thing by default at build time.
Edited June-01-2016:
Dpkg-deb is Debian package archive (.deb) manipulation tool.
dpkg-deb -x, --extract archive directory
Extracts the filesystem tree from a package archive into the
specified directory.
Use dpkg-deb -x to extract the files from a foo.deb package as shown below:
dpkg-deb -x foo.deb /some-dir/debian
ls /some-dir/debian
foo
Debhelper is used to help you build a Debian package.
Provide a collection easily understood tools that are
used in debian/rules to automate various common aspects
of building a package.
A typical debian/rules file that uses debhelper will call
several debhelper commands in sequence.
Examples of rules files that use debhelper are in:
/usr/share/doc/debhelper/examples/
To create a new Debian package using debhelper, you can just
copy one of the sample rules files and edit it by hand.
By default, all debhelper programs assume that the temporary
directory used for assembling the tree of files in a package
is /some-dir/debian/package.
To create a udeb with debhelper, add "Package-Type: udeb"
to the package's stanza in debian/control.
Debhelper will try to create udebs that comply with debian-installer
policy, by making the generated package files end in .udeb, not
installing any documentation into a udeb, skipping over preinst,
postrm, prerm, and config scripts, etc.
Source