JB Chemicals & Pharmaceuticals Ltd

Amalgamation becomes effective

• Scheme for JB Chemicals merging into Torrent Pharmaceuticals became effective on 8 July 2026.
• NCLT Ahmedabad bench approved the scheme; order dated 6 July 2026; certified copy received 7 July 2026.
• Appointed Date under the scheme is 21 January 2026.
• JB Chemicals stands amalgamated into and with Torrent Pharma and dissolved without being wound up.
• Certified copies filed with ROC Ahmedabad and MCA; Scheme became effective on 8 July 2026.

Dematerialisation status

• Securities received for dematerialisation were mutilated and cancelled after verification within 15 days.
• The depository's name was substituted as registered owner in the records within 15 days.
• Quarter ended 30-06-2026.

Record date and exchange

• Record date: Friday, 17 July 2026 for entitlement to Torrent Pharma equity shares.
• Share exchange ratio: 51 Torrent Pharma shares for every 100 JB Chemicals shares.
• Scheme of Amalgamation sanctioned by NCLT; entitlement governed by the Scheme.

NCLT sanction of amalgamation

• NCLT Ahmedabad sanctioned the amalgamation scheme with Torrent Pharmaceuticals.
• Order dated 6 July 2026; certified copy received 7 July 2026.
• Certified copy available on the company website www.jbpharma.com.

Amalgamation sanction

• NCLT Ahmedabad Bench sanctioned the amalgamation of JB Chemicals with Torrent Pharmaceuticals.
• The scheme is under Sections 230-232 and other applicable provisions of the Companies Act, 2013.
• The scheme becomes effective upon filing a certified copy with the Registrar of Companies.
• The company will inform the stock exchanges of the effective date in due course.
• Order dated July 6, 2026; the copy is available on the NCLT website.

JB Chemicals & Pharmaceuticals Ltd trading window closure from July 1, 2026 until 48 hours after the declaration of the unaudited financial results for the quarter ending on June 30, 2026

Senior management retirements

• Retirement; Pradeep Kumar Singh, President Global Business, ceased as Senior Management on June 30, 2026.
• Retirement; Suresh Bhise, Vice President – IT, ceased as Senior Management on June 30, 2026.

Purpose of Meeting

• Meeting to approve Scheme of Amalgamation of J.B. Chemicals with Torrent Pharmaceuticals
• Scheme under Sections 230-232 of Companies Act, 2013
• Meeting scheduled on April 28, 2026 via video conferencing

Key Resolutions

• Approval of Scheme of Amalgamation between J.B. Chemicals and Torrent Pharmaceuticals
• Authorization to Board for implementing and modifying Scheme as required
• No physical meeting; voting via remote e-voting and e-voting at meeting

Voting Outcome

• Resolution requires approval by requisite majority under Companies Act and SEBI regulations
• Public shareholder approval required and to be obtained via e-voting
• Results to be announced within two working days post meeting

Shareholder Impact

• Share exchange ratio: 51 Torrent shares (INR 5 each) for every 100 J.B. Chemicals shares (INR 1 each)
• Transferor company to be dissolved without winding up upon Scheme effectiveness
• No change in terms of Transferee's listed NCDs; NCD holders retain rights and listing
• Employees of Transferor become employees of Transferee on same or better terms
• Inter-company transactions cancelled from Appointed Date

Capital Structure

• Transferor authorized capital: INR 203 crore; paid-up: INR 16.06 crore shares of INR 1 each
• Transferee authorized capital: INR 2350 crore; paid-up: INR 1692 crore shares of INR 5 each
• Post-merger authorized capital of Transferee increases to INR 2553 crore
• Equity shares issued in dematerialized form; fractional shares consolidated and sold by trustee

Rationale and Benefits

• Consolidation of related businesses for operational and financial efficiencies
• Enhanced product offerings and market access
• Economies of scale and reduced compliance costs
• Improved organizational capability and leadership
• Diversified and consolidated branded product portfolio for sustainable growth

Valuation and Fairness

• Joint Share Exchange Ratio Report by Ernst & Young and BDO Valuation Advisory
• Fairness Opinions by Axis Capital and ICICI Securities affirm share exchange ratio fairness
• Valuation based on Discounted Cash Flow and Market Price methods; Cost approach not used
• Share exchange ratio set at 51 Torrent shares for 100 J.B. Chemicals shares

Financials and Projections

• J.B. Chemicals FY25 revenue: INR 3723 crore; PAT: INR 653 crore; EBITDA: INR 1018 crore
• Torrent Pharmaceuticals FY25 revenue: INR 9682 crore; PAT: INR 1888 crore; EBITDA: INR 3575 crore
• Projected revenue CAGR: ~11.5% for J.B. Chemicals, ~12.2% for Torrent Pharma till FY30
• Projected EBITDA margin expansion for both companies supported by historical trends

Shareholding Patterns

• Pre-merger J.B. Chemicals promoter holding: 48.8%; public: 51.2%
• Post-merger Torrent promoter holding: 60.78%; public: 39.22%
• Transferee holds 48.8% of Transferor shares pre-merger
• Changes in Transferor shareholding due to acquisitions and open offer completed

Legal and Regulatory Approvals

• Scheme subject to approvals from NCLT, SEBI, Stock Exchanges, CCI and other authorities
• No adverse observations from BSE and NSE on Scheme
• No pending investigation proceedings against either company
• All legal proceedings of Transferor to vest in Transferee post-merger

Next Steps

• Approval of Scheme by equity shareholders via e-voting on April 28, 2026
• Subsequent sanction by NCLT and fulfillment of conditions precedent
• Listing and trading of new equity shares on BSE and NSE post-approval
• Filing of certified copies of NCLT order with Registrar of Companies