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EQUITY - MARKET SCREENER

J B Chemicals & Pharmaceuticals Ltd
Industry :  Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code
ISIN Demat
Book Value()
506943
INE572A01036
251.4786006
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
JBCHEPHARM
50.98
34833.21
EPS(TTM)
Face Value()
Div & Yield %
42.56
1
1.01
 

As on: Jun 07, 2026 06:21 PM

Your directors are pleased to present Fiftieth-report and audited financial statements of the Company for the financial year ended on March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The following are the highlights of financial performance of the Company during the year under review:

(Rs. in Lakhs)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from operations 388,989 372,292 414,779 391,799
Other Income 5,528 3,474 6,015 3,832
Total Income 394,517 375,766 420,794 395,631
EBITDA before ESOP expenses 112,451 107,141 117,845 108,674
Less: ESOP expenses 6,860 5,348 7,101 5,490
Less: Finance cost 459 912 557 1,173
Less: Depreciation & Amortisation expense 17,669 16,645 18,250 17,104
Profit before tax and exceptional items 92,991 87,711 97,951 88,739
Less: Exceptional items 2,718 - 2,718 -
Profit after exceptional items and before tax 90,273 87,711 95,233 88,739
Tax Expense (Net) 22,863 22,457 24,286 22,781
Net Profit after tax 67,410 65,254 70,947 65,958
EBITDA % to operating income 28.9% 28.8% 28.4% 27.7%
Other Comprehensive Income/(Loss) (326) (347) 2,676 854
Total Comprehensive Income after tax 67,084 64,907 73,623 66,812
Earnings per share of H1 (in H)
- Basic 42.91 42.00 45.16 42.45
- Diluted 42.23 41.16 44.45 41.56

During Q4, the Company undertook initiatives to align its policies and practices with those of its parent company. These actions resulted in a temporary one-time impact on quarterly performance, which also affected full-year results. Key measures included restructuring loss-making business segments and the domestic distribution network, as well as normalizing channel inventory across international markets. These initiatives are expected to drive sustained cost efficiencies, enhance operational performance, and reduce variability in quarterly results going forward. For the full year, revenues grew by 6 %, while underlying EBITDA increased by 8%. The underlying EBITDA margin improved from 27.7% to 28.4% during the year.

2. CHANGE OF MANAGEMENT

During the year, Torrent Pharmaceuticals Limited ("Acquirer" or "Torrent Pharma") entered into a share purchase agreement dated June 29, 2025 ("SPA 1") with the Company and Tau Investment Holdings Pte. Ltd, erstwhile Promoter to acquire 74,481,519 equity shares of the Company representing 46.39% of its fully diluted share capital subject to applicable statutory and regulatory approvals.

The Acquirer also entered into share purchase agreement dated July 3, 2025 ("SPA 2") with certain employees of the Company to acquire upto 3,875,056 equity shares of the Company representing 2.41% of its fully diluted equity share capital consequent to the exercise of their respective employee stock options subject to receipt of applicable statutory and regulatory approvals.

Pursuant to the execution of SPA 1 and SPA 2, the obligation to make an Open Offer was triggered under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. In accordance with the said regulations, Torrent Pharma acquired 1,317 fully paid-up equity shares of the Company from eligible public shareholders through the Open Offer on December 5, 2025.

In terms of SPA 1, the Acquirer completed the acquisition of 74,481,519 equity shares of the Company on January 21, 2026 and was accordingly classified as the Promoter of the Company. Further, in terms of SPA 2, the Acquirer acquired 3,875,056 equity shares of the Company from employees on January 23, 2026 and February 3, 2026.

Accordingly, as on March 31, 2026, Torrent Pharma holds an aggregate of 78,357,892 equity shares, representing

48.80% of the equity share capital of the Company as a Promoter.

3. SHIFTING OF REGISTERED OFFICE

The Board of Directors of your Company at their meeting held on June 29, 2025 decided to shift the Registered Office of the Company from Neelam Centre, ‘B' Wing, 4th Floor, Hind Cycle Road, Worli, Mumbai 400030, State of Maharashtra to 302, Iscon Mall, Star India Bazar Building, Opp. Jodhpur BRTS satellite, Ahmedabad – 380 015, State of Gujarat and shareholders of the Company at Annual General Meeting held on August 6, 2025 accorded their approval for the same.

Further, the Regional Director (Western Region), Ministry of Corporate Affairs, vide its order dated January 6, 2026, approved the aforesaid shifting of the Registered Office and the Registrar of Companies, Gujarat issued the Certificate of Registration of Regional Director order for Change of State dated February 4, 2026.

4. SCHEME OF AMALGAMATION OF J B CHEMICALS AND PHARMACEUTICALS LIMITED WITH TORRENT PHARMACEUTICALS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

The Board of Directors of the Company at its meeting held on June 29, 2025 approved the Scheme of Amalgamation of the Company with Torrent Pharmaceuticals Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 read with the rules made thereunder ("Scheme"). The Scheme inter-alia provides for the amalgamation of the Company with and into the Transferee Company.

Pursuant to the proposed Scheme, 51 fully paid up equity shares of the Transferee Company of face value of H 5 each shall be issued and allotted to the shareholders of the Company for every 100 fully paid equity shares of H 1 each held in the Company as determined by independent registered valuer.

The Company and the Transferee Company received No Objection Letters from BSE Limited and National Stock Exchange of India Limited on February 17, 2026 in relation to the Scheme.

Pursuant to the Order of National Company Law Tribunal ("NCLT") dated March 23, 2026, meetings of the equity shareholders of the Company and of the Transferee Company were held on April 28, 2026 through video conferencing. The proposed arrangement in the nature of amalgamation was duly approved by the equity shareholders of both the Companies with requisite majority in accordance with the provisions of Section 230(6) of the Companies Act, 2013. Further, in terms of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange

Board of India, the Scheme was approved by requisite majority of the public shareholders of the Company. The Company and the Transferee Company have filed a joint petition with NCLT seeking its approval of the Scheme.

The Scheme is expected to enhance the product offerings of the Transferee Company, unlock new market opportunities and expand access to customer coverage through a more comprehensive and synergistic product portfolio. It is also expected to improve operational, organizational and financial efficiencies, reduction in multiple entities and associated regulatory compliances, consolidation of administrative and managerial functions, eliminate duplication of multiple record-keeping, strengthen organizational capability and leadership, create diversified and consolidated portfolio of branded products. This will strengthen existing presence in key segments and support long term sustainable growth.

5. DIVIDEND

Your directors recommend a final dividend of H 9.30

(930%) for FY26 per equity share of face value of H 1, payment whereof will be subject to deduction of tax at source. During the year, Board of Directors declared interim dividend of H 12.70 (1270%) per equity share of face value H 1 each, which was paid on February 25, 2026. The final dividend, if declared, together with interim dividend already paid would result in total outgo of ~ H 35,319 Lakhs. The Board has not proposed any transfer out of profit for the financial year to reserves in relation to these dividend payments. The Company paid interim dividend of H 8.50 (850%) and final dividend of H 7 (700%) per equity share of face value of H 1 in the previous year.

The Dividend payment is in accordance with your Company`s Dividend Distribution Policy. In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this policy is available on your Company's website at https://jbpharma.com/shareholder-corner

6. PERFORMANCE OVERVIEW

The Company delivered a satisfactory performance during FY 2025–26, supported by continued operational focus, portfolio strength, and execution across domestic and international markets.

On a Consolidated basis, Revenue stood at H 414,779

Lakhs, registering a growth of 6% year-on-year. EBITDA margins improved to 28.4% adjusted for non-recurring items, driven by a favourable product mix, operational efficiencies, and continued cost optimisation initiatives. Profit after tax increased by 8% to H 70,947 Lakhs.

India Business

The domestic formulations business remained the primary contributor to growth, with revenue of

H 247,354 Lakhs, reflecting a year-on-year growth of 9%. The Company continued to outperform the Indian Pharmaceutical Market (IPM), maintaining its position among the faster-growing companies in the industry.

Growth was led by strong performance in chronic therapies, which grew by 19% ahead of IPM chronic segment growth. The Company further strengthened its presence in the cardiology segment, with two brands featuring among the top 25 in the category.

The brand portfolio demonstrated improved diversification, with 18 brands now contributing meaningfully to revenues. Key brands such as Cilacar, Rantac, Metrogyl, Nicardia continued to maintain strong market positions, while Sporlac entered the top 300 brands in the IPM.

Performance from acquired and licensed portfolios also contributed to overall growth during the year.

Field force productivity improved, with average monthly productivity increasing to H 8.50 Lakhs, reflecting enhanced execution and coverage.

Chronic Therapies continued to be the key growth driver, supported by strong performance in cardiology and gastroenterology. Ophthalmology portfolio delivered steady growth during the year.

International Business

The international business recorded revenue growth of 2% to H 167,425 Lakhs, despite strategic adjustments in select markets.

The CDMO segment maintained stable performance, supported by a healthy order pipeline. Improvement in execution is expected to contribute to better performance in the coming periods. The API business recorded a marginal decline during the year, primarily due to market and pricing pressures.

Profitability

Despite external macroeconomic and geopolitical challenges, the Company improved its operating performance through product mix optimisation, cost control, and efficiency initiatives.

Profit before tax and exceptional items increased by 10% to H 97,951 Lakhs, while profit after tax increased by 8%.

Outlook

The Company remains focused on sustaining its growth trajectory through continued emphasis on chronic therapies, portfolio expansion, and operational efficiencies.

Strategic initiatives across domestic and international businesses, along with a robust product pipeline and improving execution capabilities, are expected to support long-term sustainable growth.

7. RESPONSIBILITY STATEMENT

The Directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2025-26 and of profit of the Company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the year ended on March 31, 2026 on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. SUBSIDIARIES

Amongst the key operating subsidiaries, Revenues for Biotech Laboratories (Pty.) Ltd., South Africa, for the financial year 2025-26 were Rand 532.28 million, while its operating profit and profit after tax stood at Rand 55.82 million and Rand 45.64 million respectively. Sales of LLC Unique Pharmaceutical Laboratories, Russia, for the financial year 2025-26 were at Ruble 813.42 million. While it recorded net profit of Ruble 83.47 million. Unique

Pharmaceutical Laboratories FZE, Dubai for the financial year 2025-26 recorded turnover of AED 2.07 million, (no business activity in previous year).

9. CORPORATE GOVERNANCE AND COMPLIANCES

A certificate from practising company secretary on compliance with conditions of corporate governance is annexed to this Board's report. Management Discussion and Analysis Report, Compliance report on Corporate Governance, Business Responsibility and Sustainability Report and Dividend Distribution Policy form part of this annual report.

10. PUBLIC DEPOSITS

The Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 during the year. All the public deposits accepted prior to the commencement of the said Act have been repaid in 2014-15.

11. SHARE CAPITAL

As on March 31, 2026, the Authorised Capital of the Company is H 20.30 crores, divided into 203,000,000

Equity Shares of Re. 1 /- each.

12. INSURANCE

The Company's manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage. The Company has appropriate liability insurance covers particularly for product liability, clinical trials and cyber liability. The Company has also taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, your Company's Board had 8 (eight) members comprising of 3 (three) Non Executive and Non Independent Directors, 1 (one) Managing Director and

4 (four) Independent Directors including one Woman Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During FY 2025-26, following changes took place:

Appointment / Re-appointment:

At the previous Annual General Meeting of the Company held on August 6, 2025, the members approved:

Appointment of Mr. Ashwani Kumar Puri (DIN: 00160662) as an Independent Director of the Company for a term of 5 (five) consecutive years effective from May 14, 2025.

Appointment of Ms. Richa Arora (DIN: 07144694) as an Independent Director of the Company for a term of 5 (five) consecutive years effective from July 10, 2025.

Re-appointment of Mr. Sumit Bose (DIN: 03340616) as an Independent Director of the Company for the second term of 5 (five) consecutive years effective from August 31, 2025.

Re-appointment of Mr. Nikhil Chopra (DIN: 07220097) as Chief Executive Officer and Whole-time Director of the Company for a period of 5 (five) years with effect from October 5, 2025.

During the year under review, the members of the Company have approved (through Postal Ballot):

Appointment of Mr. Aman Mehta (DIN: 08174906) as Director and Managing Director of the Company for a term of 3 (three) years with effect from January 21, 2026.

Appointment of Mr. Amal Kelshikar (DIN: 06378987) as a Non-Executive Non-Independent Director of the Company with effect from January 21, 2026.

Appointment of Mr. Hasmukh Patel (DIN: 11486584) as a Non-Executive Non-Independent Director of the Company with effect from January 21, 2026.

Appointment of Mr. Sudhir Menon (DIN: 09502215) as a Non-Executive Non-Independent Director of the Company with effect from January 21, 2026.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Amal Kelshikar (DIN: 06378987 ) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Cessation

Ms. Padmini Khare Kaicker ceased to be the Independent Director of the Company with effect from the close of business hours on August 30, 2025 on account of completion of her term as an Independent Director.

Mr. Akshay Tanna, Mr. Gaurav Trehan and Mr. Prashant Kumar, ceased to be Non-Executive Non-Independent Directors of the Company from the close of business hours on January 21, 2026 on account of resignation.

The Board places on record its appreciation for the valuable services rendered by all outgoing Directors.

Key Managerial Personnel

Mr. Nikhil Chopra resigned as a Whole-time Director with effect from the close of business hours on January 21, 2026 and as a Chief Executive Officer of the Company from the close of business hours on March 31, 2026.

Mr. Aman Mehta was appointed as the Managing Director of the Company with effect from January 21, 2026. Mr. Narayan Saraf, ceased to be the Chief Financial Officer of the Company with effect from January 30, 2026 and Mr. Kaushal Singh Solanki was appointed as the Chief Financial Officer of the Company with effect from February 5, 2026.

In the opinion of the Board of Directors, Mr. Arun Duggal, Mr. Sumit Bose, Mr. Ashwani Kumar Puri and Ms. Richa Arora, Independent Directors, are persons of integrity and possess relevant expertise and experience necessary for effective functioning of the Company. The Company has received declarations from the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 as well as Regulation 16 of Listing Regulations. They have also confirmed that they have registered with the Indian Institute of Corporate Affairs to include their names in the databank of independent directors. However, in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, these independent directors are not required to pass an online proficiency self-assessment test conducted by the said Institute notified under subsection (1) of Section 150 of the Companies Act, 2013.

During the year under review, 14 (fourteen) meetings of the Board of Directors were held on April 2, 2025, May 14, 2025, June 27, 2025, June 28, 2025, June 29, 2025, July 10, 2025, July 30, 2025, November 11, 2025, January 7, 2026, January 16, 2026, January 21, 2026 (2 board meetings held), February 5, 2026 and March 13, 2026.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment is set out in Schedule-B. The salient features of the Company's policy on remuneration to the directors, key managerial personnel and other employees is set out in Schedule-C. The said Policy including criteria for determining qualifications, positive attributes and independence of a director has been posted on the Company's website at https://jbpharma.com/shareholder-corner.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Schedule-D.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company spent H 1,391 Lakhs on CSR activities (H 1,326

Lakhs on CSR activities and H 65 Lakhs on administrative overheads for general management and administration of CSR function) during the financial year 2025-26 as against obligation of H 1,380 Lakhs being 2% of the average net profits of the Company made during three immediately preceding financial years.

As on March 31, 2026, the Corporate Social Responsibility Committee comprises of Mr. Sumit Bose (Chairman), Mr. Arun Duggal and Mr. Sudhir Menon.

The salient features of the CSR Policy of the Company and the annual report on CSR in the prescribed form are set out in Schedule-E. The CSR Policy and annual report on CSR are posted on the Company's website at https://jbpharma.com/shareholder-corner.

17. AUDIT COMMITTEE AND VIGIL MECHANISM

The Board has constituted Audit Committee that as on March 31, 2026, consists of Mr. Ashwani Kumar Puri as Chairperson (from November 11, 2025), Mr. Arun Duggal, Mr. Sumit Bose and Mr. Sudhir Menon (from January 21, 2026) as Members.

During the year under review, Ms. Padmini Khare Kaicker ceased to be the Chairperson and Mr. Prashant Kumar ceased to be the member of the Audit Committee, consequent to their cessation as Directors of the Company.

There were no instances of non-acceptance of the recommendations of the Audit Committee by the Board during the year.

The Board of Directors has adopted vigil mechanism in the form of Whistle Blower Policy to enable directors, employees and other stakeholders to make Protected Disclosures (as defined in the Policy) in relation to alleged Wrongful Conduct (as defined in the Policy) to the Redressal Committee for evaluation and investigation in consultation with the Audit Committee. The Company has posted the Whistle Blower Policy and the associated Complaint Response Plan Policy on its website at https:// jbpharma.com/shareholder-corner.

18. ANNUAL PERFORMACE EVALUATION

The Board of Directors carried out the formal annual evaluation of the performance of the Board, its Committees, individual directors (Independent and Non-Independent) and Chairman during FY 2025-26 in accordance with the framework specified by the Nomination and Remuneration Committee (NRC) and based on evaluation criteria recommended by the NRC and approved by the Board. The evaluation was conducted in the manner set out below as recommended by the NRC.

Evaluation of the Board: Evaluation Feedback was sought by way of a structured questionnaire covering various aspects such as structure of the Board, frequency of meetings, discussion at meetings, minutes & communication, strategy, governance & compliance, stakeholder value etc. The members of the Board evaluated the overall performance against the specified criteria on a rating scale of 1 to 4 (4 being highest). The simple average of the ratings assigned by each Board member was computed, and the aggregate average was used to determine the overall performance of the Board.

Evaluation of Board Committees: The performance evaluation of Committees was based on criteria such as composition of Committees, working procedures, adequate Independence of Committee, effective contribution of recommendation of Committees in Board decisions etc. The members of the respective committees evaluated the performance of their Committees against the specified criteria on a rating scale of 1 to 4. The simple average of the ratings assigned by the Committee members was computed, and the aggregate average was used to determine the overall performance of the respective Committees.

Evaluation of Individual Directors/Chairman: The performance evaluation of Directors was based on various criteria, such as Director having sufficient experience and level of preparedness, sufficient understanding and knowledge of Company, taking initiatives, availability for meetings, demonstrating highest level of integrity etc. Members of the Board (excluding director being evaluated) evaluated the performance of individual Directors against the specified criteria on a rating scale of 1 to 4. The simple average of the ratings assigned by the members was computed, and the aggregate average was used to determine the overall performance of such Directors.

Result of Evaluation: Independent Directors have carried out the performance evaluation of the Board as a whole and the Non-Independent Directors, the Committees, Chairman and flow of information between the management and the Board. Thereafter, the Board has expressed the satisfaction on the functioning of the Board, the Committees and performance of Individual Directors.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form AOC-2 prescribed under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 provides for disclosure of (a) details of contracts or arrangements or transactions not at arm's length basis, and (b) details of material contracts or arrangement or transactions at arm's length basis.

All the transactions entered into by the Company with the related parties during the year were pursuant to the contracts or arrangements approved by the Audit Committee and the Board of Directors. The transactions so entered into were in the ordinary course of business of the Company and on arm's length basis. The contracts or arrangements or transactions were neither material in terms of the Policy on materiality of related party transactions adopted by the Company nor it exceeded the threshold limit prescribed pursuant to first proviso to Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 43 of the standalone financial statements and Note No. 41 of the consolidated financial statements.

20. PARTICULARS OF EMPLOYEES AND OTHER REMUNERATION RELATED DISCLOSURES

Disclosure related to the remuneration as required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in Schedule-F.

A statement showing names and other particulars of the employees in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

21. POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we have implemented a comprehensive policy to protect women against workplace harassment. Regular interactive awareness workshops are conducted, and the Internal Complaints Committee is in place to address any grievances.

In FY 2025-26, no complaints of Sexual Harassment were registered.

22. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

During the year under review, the Company was in compliance with the provisions of the Maternity Benefit Act, 1961.

23. EMPLOYEE STOCK OPTION SCHEME

"JBCPL Employee Stock Option Scheme 2021" ("Scheme") was approved by the shareholders on July 31, 2021. The Compensation Committee of the Board administers the Scheme and granted time based options and performance based options to eligible employees and director(s) of the Company and its subsidiary companies with a view to achieve overall growth objective. On December 20, 2023, the shareholders of the Company approved amendment to the scheme. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosure of details of the Scheme as required under (a) Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are posted on the Company's website and the weblink thereto is https://jbpharma.com/ shareholder-corner and (b) the Companies (Share Capital and Debentures) Rules, 2014, is set out in Schedule-G to this report.

Further, in view of the occurrence of event of Change of Control on January 21, 2026, there was an accelerated vesting of the performance-based options and automatic vesting of the time-based options under the Scheme, and all the options had been exercised by the eligible employees. In view of the same, the said scheme was closed effective May 11, 2026.

24. RISK MANAGEMENT

The Board of Directors has developed and implemented a risk management policy for the Company. Pursuant to the Listing Regulations, the Board has constituted Risk Management Committee and delegated monitoring and review of the risk management plan to the Committee. The Committee periodically reviews the status of mitigation measures taken in respect of risk management plan and reports the progress thereof and new risks identified to the Board. The Board at present does not perceive any element of risk, which may threaten existence of the Company.

25. INTERNAL FINANCIAL CONTROLS

The Board has designed and implemented a process driven framework for Internal Financial Controls (IFC) as mandated under the Act, encompassing policies and procedures for ensuring orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding the Company's assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company's policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, Internal Auditors of the Company with the external audit consultants have reviewed the effectiveness and efficiency of these systems and procedures. Furthermore, neither the management of the Company nor the auditors have encountered any instances of fraud during the year 2025-26, nor have they reported any such instances to the Audit Committee.

26. LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any loan or made any investment attracting the provisions of Section 186 of the Companies Act, 2013. Hence, there is no information to be furnished pursuant to Section 134(3)(g) of the Companies Act, 2013.

During the year, the Board of Directors approved the investment of upto ~H 18 crores in Company's wholly-owned subsidiary Unique Pharmaceutical Laboratories FZE, Dubai.

The Company has issued a guarantee through State Bank of India, Mumbai to Indo-Commercial Bank LLC, Moscow, Russia in respect of a borrowing by its subsidiary, LLC Unique Pharmaceutical Laboratories, Russia, during the year under review.

27. STATUTORY AUDITORS

The members at Annual General Meeting held on August 6, 2025 has re-appointed Deloitte Haskins & Sells LLP, (having firm registration no. 117366W/W-100018) as statutory auditors of the Company to hold office as such for a second term of five (5) years commencing from conclusion of the 49th Annual General Meeting of the Company until conclusion of the 54th Annual General Meeting of the Company at such remuneration as may be agreed by the Board of directors with the auditors.

28. COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and such accounts and records are duly made and maintained by the Company. The Company is further required to get such cost records audited by a cost auditor in accordance with the Companies (Cost Records and Audit) Rules, 2014 and furnish cost audit report received from the cost auditor to the Central Government within the prescribed time. The Company is in compliance with these provisions.

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for audit of cost accounting records of the Company for the financial year ended March 31, 2026. The Cost Audit Report to the Central Government for the financial year ended March 31, 2025 was filed within the statutory timeline.

29. SECRETARIAL AUDIT REPORT

In terms of the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors appointed M/s. N L Bhatia & Associates, Practising Company Secretaries, (Peer Reviewed Number 6392/2025), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from April 1, 2025. The said appointment was approved by the Members at the Forty-ninth AGM of the Company.

M/s N L Bhatia & Associates, Practising Company Secretaries, Secretarial Auditors of the Company, carried out secretarial audit for the financial year 2025-26 as provided under Section 204 of the Companies Act, 2013 and rules made thereunder. The secretarial audit report given by the said auditor is annexed to this report as Schedule-H. There were no qualification / observations or adverse remarks in the report.

30. ESG (ENVIRONMENTAL, SOCIAL AND GOVERNANCE)

At JB Pharma, sustainability is a core principle that transforms our operations, growth strategies, and long-term objectives. We are dedicated to fostering an integrated approach encompassing environmental stewardship, social responsibility, and effective governance, thereby generating lasting value for all stakeholders. All eight of our manufacturing facilities adhere to current Good Manufacturing Practice (GMP) standards and maintain internationally recognized certifications, demonstrating our steadfast commitment to quality, safety, and operational excellence.

Our evolving environmental strategy includes the accelerated adoption of renewable energy throughout our operations to lower carbon intensity and enhance climate resilience. Concurrently, we are implementing a comprehensive water stewardship program that prioritizes responsible sourcing, efficient utilization, and advanced wastewater management to protect this vital resource. These initiatives, along with ongoing enhancements in resource efficiency and cleaner technologies, reinforce our dedication to sustainable operations and environmental accountability.

31. OTHER DISCLOSURES AND CONFIRMATIONS

The Board has to make further disclosures and provide confirmations, as under:

The Company has placed annual return referred to in sub-section (3) of Section 92 of the Companies Act, 2013 on its website at https://jbpharma.com/shareholder-corner.

The Company has complied with applicable Secretarial Standards specified by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Banks or Financial Institutions.

32. HEALTH AND SAFETY

The Company continues to accord high priority to health and safety of employees and workmen at all manufacturing locations. Annual medical check-up of all employees at all sites was carried out. The Company also conducted safety training programmes and mock-drills for increasing disaster preparedness and creating awareness among all employees at the manufacturing locations. There was no casualty at any site during the year.

33. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the dedication, commitment, and valuable contributions of the Company's employees during the year. The Directors also extend their gratitude to the Company's vendors, bankers and financial institutions, government and non-government agencies, and other business associates for their continued cooperation and support. The Board further acknowledges with gratitude the confidence and trust reposed by the Company's shareholders.

For and on behalf of the Board of Directors

Place: Gurugram

Arun Duggal

Date: May 11, 2026 Chairman