|
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 Companys 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
202526, 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 |
|