Change in shareholding of Promoter/Promoter Group is on account of acquisition of shares by Torrent Pharmaceuticals Ltd (Torrent). from (i) Tau Investment Holdings Pte. Ltd (Tau). - pursuant to share purchase agreement dated June 29, 2025 entered between the Company, Torrent and Tau; (ii) certain employees of the Company - pursuant to share purchase agreement dated July 3, 2025 between such employees and Torrent; and (iii) public shareholders - through Open Offer on December 5, 2025.

Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of H 1 per share. Each holder of equity shares is entitled to one vote per share and carries identical right as to dividend. These shares are not subject to any restrictions. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by each of the shareholders.

Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period of five years immediately preceding the reporting date

The Company has not issued any bonus shares, shares for consideration other than cash during the five years immediately preceding the reporting date.

Buy-back of equity shares

For the period of five years immediately preceding the date as at which the Balance Sheet is prepared, the Company has bought back, in aggregate Nil (5,909,090 as at previous year ) equity shares of H 1 each.

Equity shares reserved for issue under employee stock options schemes

For number of stock options against which equity shares to be issued by the Company upon vesting and exercise of those stock options by the option holders as per the relevant schemes - refer note 45.

For movement from the beginning of the reporting year to the end of the reporting year, please refer "Standalone Statement of Changes in Equity".

Nature and Purpose of Reserves

A. Investment allowance reserve (utilised) and capital reserve (transferred from amalgamating company)

This reserve was created on amalgamation of J B Chemicals and Pharmaceuticals Ltd. with this company w.e.f. April 01, 1984 (appointed date).

B. Capital reserve

Arose pursuant to forfeiture and reissue of shares.

C. Securities premium reserve

The amount received in excess of face value of the equity shares is recognised in Securities Premium. In the case of equity-settled share-based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.

D. Capital redemption reserve

Transferred from general reserve on account of buy-back of shares as per Section 69 of the Companies Act, 2013.

E. General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to General Reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to General Reserve is not required under the Companies Act, 2013. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.

F. Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfer to General Reserve, dividends or other distribution paid to shareholders.

G. Employee stock options reserve

Employee stock options reserve is used to record the share-based payments, expense under various ESOP schemes, as per SEBI regulations. The reserve is used for the settlement of ESOP (refer note 45).

H. Cash flow hedge reserve

For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts is recognised in cash flow hedging reserve under other equity. Upon de-recognition, amounts accumulated in other comprehensive income are taken to profit or loss at the same time as the related cash flow (refer note 48C).

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year, which are unpaid. The amounts are unsecured, and are usually paid within 0-90 days of recognition, based on the credit terms. Trade and other payables are presented as current liabilities, unless payment is not due within 12 months after the reporting period.

Transactions with struck-off Companies

No transactions was done with stuck-off companies during the year.

Contingencies

• Claims against the Company not acknowledged as debts include claims relating to pricing, commission, etc.

• The Company’s pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings, and has adequately provided for where provisions are required and disclosed as contingent liabilities, where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.

• It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the Company pending resolution of the respective proceedings, as it is determined only on receipt of judgements/decisions pending with various forum/authorities.

• Pharmaceutical Division of Unique Pharmaceutical Laboratories Ltd. (UPLL), which was acquired by the Company on a going concern basis, had received demand notices from Department of Chemicals & Fertilizers, Government of India, New Delhi, demanding a sum of H 461.47 lakhs in respect of the Bulk Drug Metronidazole, and a further sum of H 591.05 lakhs in respect of the Bulk Drug Oxyphenbutazone. These amounts were claimed on hypothetical basis in 1996, under para 7(2) of DPCO 79 read with para 14 of DPCO 87 and para 12 of DPCO 95, long after repeal of DPCO 79 and DPCO 87 and gains allegedly notionally made by it by procuring the Bulk Drugs at alleged lower cost. The Company has filed Writ Petitions bearing No. 446 of 2008 in respect of demand for Oxyphenbutazone, and Writ Petition No. 2623 of 2007 in respect of demand for Metronidazole in Bombay High Court. These Writ Petitions have been admitted, and the Hon. High Court has restrained the Government from adopting coercive steps to recover the amount till the disposal of the Writ Petition on the Company furnishing security as per the Orders. The Company has already furnished the Bank Guarantee of H 402.35 lakhs as Security. As per the legal advice received by the Company, the Company has a strong case to succeed, and accordingly, no provision is being made in the Standalone Financial Statements for these claims and demands.

The Company does not expect the outcome of the matters stated above to have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

Future cash outflows, in respect of above matters, are dependent on outcome of certain event and/or decisions of the relevant authorities for the matters under dispute. ¹

The sensitivity analysis above has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The method used for deriving sensitivity information and significant assumptions made did not change from the previous period.

ix. Investment Details:

The Company made annual contribution to the LIC of an amount advised by the LIC. The Company was not informed by LIC of the investments made or the break-down of the plan assets by investment type.

The Company expects to make a contribution of H 614.48 lakhs (previous year H 956.22 lakhs) to the defined benefit plans during the next financial year.

x. Risk Exposure:

Through its defined benefit obligations, the Company is exposed to a number of risks, the most significant of which are detailed below:

Interest Rate Risk — The defined benefits obligation calculated uses a discount rate based on Government bonds. If bond yields fall, the defined benefit obligations will tend to increase.

Salary Inflation Risk — Higher than expected increase in salary will increase the defined benefit obligations.

Longevity Risk — The present value of the defined benefit plans liability is calculated by reference to the best estimate of the mortality of plan participants, both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Investment Return Risk — Lower the expected investment return, higher will be the defined benefit obligations.

xi. Impact of Labour Codes :

The Government of India notified the four Labour Codes which are effective from November 21,2025. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India.

The incremental impact basis preliminary analysis of Rs. 845 Lakhs and the same has been presented under exceptional item. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

41. SEGMENT REPORTING

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the decision makers at respective entity level in assessing the performance and deciding on allocation of resources. The Company, accordingly, has only one reportable business segment, i.e., 'Pharmaceuticals’.

45. EMPLOYEE STOCK OPTIONS SCHEME ('ESOP')

a) Pursuant to approval of the shareholders on July 31, 2021, the Company has set up the Employee Stock Option Scheme titled "JBCPL Employee Stock Option Scheme, 2021’ as amended by special resolution passed on December 20, 2023 ("Scheme”) with the objects, inter-alia, to create sense of ownership among the employees, attract and retain needed talent and to incentivize them to achieve growth objectives. The Scheme covers eligible employees/directors of the Company and its subsidiaries. The Scheme provides for settlement in Equity and number of equity shares presently reserved under the Scheme are 61,82,568 equity shares of Face Value of H1 representing 4% of the paid-up equity share capital as at March 31, 2021.

Time based options shall vest upon completion of specified period of service or upon happening of change in control, whichever is earlier, while performance based options shall vest upon occurrence of specified event i.e. change of control and subject further to achievement of specified market and non-market performance conditions. Each vested option entitles the option grantee to apply for and be allotted one (1) equity share of Re. 1 each in the Company and the exercise period in respect of all the options is a period of ten (10) years from the date of grant.

The Scheme is compliant with the provisions of the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021, the Companies Act, 2013 and other applicable rules and regulations. The options granted, exercise price, vesting period and other terms and conditions applicable to the grants made are in compliance with the Scheme and applicable regulations. Number of options, exercise prices and fair values in this note have been fairly adjusted consequent to split in the face value of equity shares from Rs. 2 to Re 1 effective September 18, 2023.

46. The Company has adopted Ind AS 116, effective annual reporting period beginning April 01, 2019, and applied this Standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, recognized on the date of initial application, that is, April 01,2019.

On initial application, the Company measures lease liability at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date of initial application, and measure that right-of-use asset an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the Balance Sheet, immediately before the date of initial application.

48. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s financial liabilities comprise mainly of trade payables and other payables. The Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances including Bank deposits with banks, loans, trade receivables and other receivables.

The Company has exposure to the following risks arising from financial instruments:

a) Credit Risk

b) Liquidity Risk

c) Market Risk

Risk Management Framework:

The Company’s Board of Directors has overall responsibility for establishment of the Company’s risk management framework. The Management is responsible for developing and monitoring the Company’s risk management policies, under the guidance of the Audit Committee. The Management identifies, evaluates and analyses the risks to which the Company is exposed to and set appropriate mitigation measures and controls to monitor such risk and adherence to limits.

The Management periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes in the market conditions and align the same to the business of the Company. The Management, through its interaction and training to concerned employees, aims to maintain a disciplined and constructive control environment in which concerned employees understand their roles and obligations. The Audit Committee oversees how the Management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks to which the Company is exposed. The Audit Committee is assisted in its role by the internal auditor, wherever required. Internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

a) Credit Risk:

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds and financial institutions, foreign exchange transactions and other financial instruments.

The Company has adopted a policy of only dealing with counterparties that have sufficiently high credit standards and financial strength. The Company’s exposure and credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions is reasonably spread amongst the several counterparties.

Credit risk arising from derivative financial instruments and other balances with banks is limited, and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the reputed credit rating agencies.

As regards, credit risk for investment in mutual funds, the Company limits its exposure to credit risk by majorly investing mainly in debt schemes issued by the mutual funds, wherein the fund manager invests assets under the Management in highly rated instruments, which are of high credit ranking from rating agency like CRISIL or the equivalent rating agency. The Company monitors changes in credit risk by tracking published external credit ranking. Based on its on- going assessment of counterparty risk, the Company adjusts its exposure to various counterparties from time to time.

Credit risk from trade receivables is managed by the Company’s established policy, procedures and control relating to customer credit risk management. Trade receivables are mainly from stockist, distributors and direct customers, and are mostly non-interest bearing. Trade receivables generally ranges from 30 days to 180 days credit term. Credit limits are established for customers based on internal criteria and any deviation in credit limit require approval of Head of the Department depending upon the quantum and overall business risk. Majority of the customers have been doing business with the Company for more than 3 years, and they are being monitored by individual business managers who deals with those customers. The Management monitors trade receivables on regular basis and takes suitable action, where needed, to control the receivables crossing set criterias/limits. Also, in case of international business, particularly new customers, the Management reviews the business risk by evaluating economic situation of the country and the customers, and generally starts the relation either on advance payment or on the basis of confirmed irrevocable Letter of Credit.

The Management does an impairment analysis at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Further, the Company’s customer base is widely distributed both economically as well as geographically and, in view of the same, the quantum risk also gets spread across wide base, and hence, the Management considers risk with respect to trade receivable as low. Of the trade receivables balance at the end of the year, H 5,149.62 lakhs (previous year H 5,281.98 lakhs) is due from 4 related parties.

For trade receivables, as a practical expedient, the Company determines credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

The Company has an established liquidity risk management framework for managing its short-term, medium-term and long-term funding, and liquidity management requirements. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash or cash equivalent available to meet all its normal operating commitments in a timely and cost-effective manner. Working capital requirements are adequately addressed by internally generated funds. Trade receivables are kept within manageable levels. The Company aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash outflows on financial liabilities over the next three to six months.

c) Market Risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk comprises three types of risks:

i. Interest Rate Risk,

ii. Currency Risk, and

iii. Equity Price Risk.

Financial instruments affected by market risk include trade payables, investments, trade receivables, loans and derivative financial instruments.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Interest Rate Risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has not used any interest rate derivatives.

There are no other financial instruments that are interest bearing.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. Primarily, the exposure in foreign currencies are denominated in USD, EURO, RUBLE, AED, GBP, CAD and AUD. At any point of time, the Company covers foreign currency risk by taking appropriate percentage of its net foreign currency exposure by entering into foreign exchange forward contracts on Anticipated Exposure basis with a maturity of less than one year from the reporting date. In respect of monetary assets and liabilities denominated other than in USD, EURO, RUBLE, AED, ZAR and AUD, the Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, when necessary, to address short-term imbalances.

All such hedged transactions are carried out within the guidelines set by the risk management committee. The Company does not enter into any derivative instruments for trading or speculative purposes.

Impact of Hedging Activities:

The Company uses foreign exchange forward contracts to hedge against the foreign currency risk of highly probable sales. Such derivative financial instruments are governed by the Company’s policies approved by the Board of Directors, which provide written principles on the use of such instruments consistent with the Company’s risk management strategy. As the value of the derivative instrument generally changes in response to the value of the hedged item, the economic relationship is established.

Hedge effectiveness is determined at the inception of hedge relationship, and through periodic prospective effectiveness assessment to ensure that an economic relationship exists between the hedged item and hedging instruments. It is calculated by comparing changes in fair value of the hedged item, with the changes in fair value of the hedging instruments.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item, so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

Details of Hedged Exposure in Foreign Currency Denominated Monetary Items:

The Company enters into foreign exchange forward contracts to hedge against its foreign currency exposure relating to the underlying transactions based on anticipated exposure. The Company does not enter into any derivative instruments for trading or speculative purpose.

The Company is mainly exposed to changes in USD, EUR, RUB, AED, CAD and AUD. The below table demonstrates the sensitivity to a 1% increase or decrease in the USD, EUR, RUB, AED, CAD and AUD against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 1% represents the Management’s assessment of reasonably possible change in foreign exchange rate.

A positive number below indicates an increase in profit and other equity, and a negative number would indicate a corresponding decrease.

iii) Equity Price Risk:

The Company does not have any material exposure to equity price risk, as there is no major investment in equity, except in its own subsidiaries, and accordingly, exposure to risk of changes in price is very low.

49. CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity share capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard the Company’s ability to remain as a going concern and to maintain optimal capital structure, so as to maximise shareholder’s value.

(i) Current ratio has improved primarily due to higher cash and cash equivalents.

(ii) Debt equity ratio has improved on account of reduction of lease liabilities

(iii) Debt Service Coverage Ratio has improved on account of reduced lease liability interest and Installment payments, lowering total debt servicing obligations.

(iv) The increase in current assets has led to higher working capital, which in turn has resulted in a decline In the net capital turnover ratio due to a larger capital base.

52. RECLASSIFICATION NOTE

The figures for the corresponding previous year have been regrouped/reclassified, wherever necessary, to make them comparable.

53. UNFORSEEABLE LOSSES

The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.

54. NOTE ON MERGER AND CHANGE OF CONTROL

The Board of Directors of the Company has, at its meeting held on June 29, 2025, approved the proposed Scheme of Amalgamation of the Company with Torrent Pharmaceuticals Limited ("Transferee Company”) and their respective shareholders, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) The proposed scheme is subject to approval of the Hon’ble National Company Law Tribunal, Ahmedabad Bench ("NCLT”)

In terms of the proposed scheme, the shareholders of the Company (other than the Transferee Company) shall be allotted equity shares of Transferee Company as per share exchange ratio i.e. 51 (fifty one) equity shares of the Transferee Company for every 100 (one hundred) equity shares held in the Company, as determined by registered independent valuer.

The Company and Torrent Pharmaceuticals Limited received No objection Letters from BSE Limited and National Stock Exchange of India Limited on February 17, 2026. Pursuant to NCLT’s order dated March 23, 2026 and March 24, 2026, the meeting of equity shareholders of the Company and of the Transferee Company was held on April 28, 2026 through video conferencing. The proposed scheme, including the Share Exchange ratio, was duly approved by the Equity Shareholders of the Company and of the Transferee Company with requisite majority under the provisions of Section 230(6) of the Act, 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 proposed scheme is approved by requisite majority of the public shareholders of the Company. The Company and the Transferee Company has filed a joint petition with NCLT seeking its approval on the proposed scheme. The Appointed Date for the proposed scheme is January 21, 2026. The Appointed Date for the proposed scheme is January 21, 2026. After approval of the merger by the NCLT and filing of the order with the authorities, the Company shall stand amalgamated with the Transferee Company.

55. EVENTS AFTER THE REPORTING PERIOD Dividend:

The Board of Directors has recommended a final dividend of H 9.30/- per fully paid-up equity shares (face value of H 1/- each) amounting to H 14,931,96 lakhs for the financial year 2025-26, which is based on the relevant share capital as on March 31, 2026. The actual dividend amount will be dependent on the relevant share capital outstanding as on record date/book closure. The recommended dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company

56. EXCEPTIONAL ITEMS-

I. Severance compensation of Rs. 1,872.82 Lacs, incurred on account of restructuring of the distribution network.

II. The Government of India has consolidated multiple existing labour legislation into unified framework comprising four Labour codes collectively referred to as the "New Labour Codes', effective Nov 21,2025. The Company has assessed the financial implications of these changes which has resulted in increase in gratuity liability arising from past service cost amounting to Rs. 845 lakhs. The Company continues to monitor the developments pertaining to Labour Codes and will evaluate impact if any on the measurement of the employee benefits liability.

57. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend, or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

1

The Company does not expect any reimbursements in respect of the above contingent liabilities.