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27[th] March, 2026

The Dy. General Manager (Listing Dept.) BSE Limited, Corporate Relationship Dept., 1[st] Floor, New Trading Ring, P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

(BSE Scrip Code: 500420)

Mumbai – 400 051

(NSE Scrip Code: TORNTPHARM)

Dear Sir,

Sub.: Notice convening the meeting of Equity Shareholders of Torrent Pharmaceuticals Limited (“the Company”), pursuant to Order dated 23[rd] March, 2026 of the National Company Law Tribunal, Ahmedabad Bench (“Tribunal Order”) Ref: Our Intimation dated 24[th] March 2026 & 25[th] March, 2026

Further to our earlier intimations and with reference to the captioned subject, we wish to inform you that, pursuant to the Tribunal Order, the meeting of the equity shareholders of the Company is proposed to be convened and held on Tuesday, April 28, 2026 at 10:00 a.m. (IST) through Video Conferencing / Other Audio-Visual Means, for the purpose of considering and approving the proposed Scheme of Amalgamation of J.B. Chemicals & Pharmaceuticals Limited with Torrent Pharmaceuticals Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. In this regard, attached is the Notice convening the aforesaid meeting of the equity shareholders of the Company.

The Notice is being dispatched electronically to all those shareholders whose E-mail IDs are registered with the Company/ Share Transfer Agent/ Depository Participant.

The Notice and related annexures are also available on the website of the Company i.e. www.torrentpharma.com and website of CDSL viz. www.evotingindia.com.

The above is for your information and record.

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Email – [email protected]

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Thanking you,

Yours sincerely,

For TORRENT PHARMACEUTICALS LIMITED

CHINTAN M. TRIVEDI COMPANY SECRETARY

Encl : A/a

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Email – [email protected]

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TORRENT PHARMACEUTICALS LIMITED

Corporate Identification Number (CIN): L24230GJ1972PLC002126 Registered Office: Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India Tel: +91 79 26599000 | Fax: +91 79 26582100 Email: [email protected] | Website: www.torrentpharma.com

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TORRENT PHARMACEUTICALS LIMITED PURSUANT TO ORDER DATED MARCH 23, 2026 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

MEETING DETAILS	MEETING DETAILS
Day	Tuesday
Date	April 28,2026
Time	10:00 a.m. (IST)
Mode of Meeting	As per the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench, the meeting shall be conducted through video conferencing(“VC”)/ other audio-visual means (“OAVM”)
REMOTE E-VOTING
Cut-offdate for e-voting	Tuesday,April 21,2026
Start date and time	Friday,April 24,2026 at 09:00 a.m. (IST)
End date and time	Monday,April 27,2026 at 05:00 p.m. (IST)

E-VOTING DURING THE MEETING:

E-Voting at the meeting would be available for those Equity Shareholders who had not voted through remote e-voting and would commence post the discussion pertaining to the business mentioned in the Notice is concluded and this facility would be available for 30 minutes thereafter.

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Sr. No. Index Page No.
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Sr. No.	Index	Page No.

1.	Notice convening the Meeting of Equity Shareholders of Torrent Pharmaceuticals Limited (“Notice”)pursuant to directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench.	4
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013(“Act”)and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)Rules,2016(“CAA Rules”).	15
3.	Annexure - 1 Scheme of Amalgamation of J. B. Chemicals & Pharmaceuticals Limited(“Transferor Company”)with Torrent Pharmaceuticals Limited (“Transferee Company”or“Company”or “Torrent Pharma”)and their respective shareholders(“Scheme”)	36
4.	Annexure - 2 Audited Standalone financial statements and Unaudited Consolidated financial statements (limited reviewed) as per the format prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 of the Transferee Company for the quarter and nine months ended on December 31,2025	64

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5.	Annexure - 3 Unaudited Standalone and Consolidated financial statements (limited reviewed) as per the format prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 of the Transferor Company for the quarter and nine months ended on December 31,2025	78
6.	Annexure - 4 Report adopted by the Board of Directors of the Transferor Company pursuant to Section 232(2)(c)of the Act.	85
7.	Annexure - 5 Report adopted by the Board of Directors of the Transferee Company pursuant to Section 232(2)(c)of the Act.	90
8.	Annexure - 6 Joint Share Exchange Ratio Report dated June 29, 2025, issued by Ernst & Young Merchant Banking Services LLP (IBBI Registration No. IBBI/RV-E/05/2021/155) and BDO Valuation Advisory LLP (IBBI Registration No. IBBI/RV-E/02/2019/103), Registered Valuers (“Joint Share Entitlement Ratio Report”).	94
9.	Annexure – 7 Colly Fairness Opinions dated June 29, 2025, issued by Axis Capital Limited, an Independent SEBI Registered Merchant Banker (Registration No: INM000012029) and ICICI Securities Limited, an Independent SEBI Registered Merchant Banker (Registration No: INM000011179) to the Transferee Companyand the Transferor Companyrespectively (“Fairness Opinion”).	111
10.	Annexure - 8 Accounting Treatment Certificate dated June 29, 2025, issued by B S R & Co. LLP (ICAI Firm Registration No. 101248W/W-100022), the Statutory Auditor of the Transferee Company confirmingthe accountingtreatmentprescribed in the Scheme.	125
11.	Annexure - 9 Colly Observation letter dated February 17, 2026 received from BSE Limited (“BSE”) by the Transferee Companyand the Transferor Company.	134
12.	Annexure - 10 Colly Observation letter dated February 17, 2026 received from National Stock Exchange of India Limited(“NSE”)bythe Transferee Companyand the Transferor Company.	138
13.	Annexure – 11 Colly Nil Complaint Report dated August 19, 2025, and December 18, 2025, and Nil Complaint Report dated December 18, 2025 submitted by the Transferee Company and the Transferor Company respectivelyto BSE.	144
14.	Annexure – 12 Colly Nil Complaint Reports dated October 24, 2025, and December 19, 2025 and Nil Complaint Reports dated August 28, 2025, October 28, 2025 and December 19, 2025 submitted by the Transferee Companyand the Transferor Companyrespectivelyto NSE.	151
15.	Annexure – 13 Letter dated December 31, 2025, issued by Ernst & Young Merchant Banking Services LLP, Registered Valuer and letter dated December 30, 2025, issued by BDO Valuation Advisory LLP, Registered Valuer on theprojections rate considered for valuationpurposes	164
16.	Annexure – 14 Colly The share capital built up / capital evolution details of the Transferor Company and the Transferee Company	187
17.	Annexure – 15 Colly The shareholding patterns of the Transferor Company and the Transferee Company for the financialyears ended March 31,2025,March 31,2024,and March 31,2023	196

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18.	Annexure - 16 The details of pending legal proceedings against the Transferee Company and its promoters and directors	238
19.	Annexure - 17 The details of pending legal proceedings against the Transferor Company and its promoters, directors and keymanagerialpersonnel	245

The Notice of the Meeting, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and annexures thereto constitute a single and complete set of documents and should be read together as they form an integral part of this document.

FORM NO. CAA. 2

[PURSUANT TO SECTION 230(3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

IN

COMPANY APPLICATION NO. CA(CAA)/6(AHM)2026

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF J. B. CHEMICALS & PHARMACEUTICALS LIMITED WITH TORRENT PHARMACEUTICALS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

TORRENT PHARMACEUTICALS LIMTED , a company ) incorporated under the provisions of Companies ) Act, 1956, having Corporate Identification Number: ) L24230GJ1972PLC002126 and having its registered office at ) Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, ) India. ) ... Company / Transferee Company / Torrent Pharma

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of TORRENT PHARMACEUTICALS LIMITED

NOTICE is hereby given that, in accordance with the Order dated March 23, 2026 in Company Application No. CA(CAA)/6(AHM)2026 , passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Tribunal”) (“Tribunal Order”) , a Meeting of the Equity Shareholders of the Transferee Company, will be held for the purpose of considering and approving the proposed Scheme of Amalgamation of J. B. Chemicals & Pharmaceuticals Limited ( “Transferor Company” or “JB Pharma” ) with Torrent Pharmaceuticals Limited ( “Company” or “Transferee Company” or “Torrent Pharma” ) and their respective shareholders ( “Scheme” ) on Tuesday, April 28, 2026, at 10:00 a.m. (IST) (“Meeting”) .
Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“VC”) / other audio visual means (“OAVM”) , in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and applicable rules and guidelines, to consider and pass, the resolution mentioned below for approval of the Scheme by requisite majority as prescribed under Section 230(6) of the Act and other Rules/Regulations, as applicable.

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum of Association and Articles of Association of the Company and subject to the

approval of Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in Scheme of Amalgamation of J. B. Chemicals & Pharmaceuticals Limited (“Transferor Company”) with Torrent Pharmaceuticals Limited (“Transferee Company”) and their respective shareholders (“Scheme”) be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and / or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the equity shareholders and the equity shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s), Key Managerial Personnel(s) and/or officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from equity shareholders of the Company.”

TAKE FURTHER NOTICE that pursuant to the Tribunal Order, this Meeting is held through VC/OAVM. Therefore, the physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through electronic voting system available at the Meeting to be held through VC / OAVM (“e-voting at the Meeting”) ; or (b) by remote electronic voting (“remote e-voting”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of remote e-voting	Friday,April 24,2026,at 09:00 a.m.(IST)
Conclusion of remote e-voting	Monday,April 27,2026,at 05:00p.m.(IST)

The Hon’ble Tribunal has appointed Mahesh Gupta, an independent practicing Company Secretary, or failing him, Gunjan Agarwal, an independent practicing Advocate, to be the Chairperson of the Meeting.
The Hon’ble Tribunal has appointed Rajesh Parekh, having membership No. A8073, practicing Company secretary, or failing him, Aishwarya Parekh having membership No. F13318, practicing Company secretary, to be the Scrutinizer for the Meeting.
The Transferee Company has engaged services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing facility of VC / OAVM, voting by remote e-voting and e-voting during the Meeting so as to enable the Equity Shareholders, to cast their votes on the aforesaid resolution.
A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Tuesday, April 21, 2026 (“Cut-off Date”) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the Cut-Off date, should treat the Notice for information purposes only.
In compliance with the Act, SEBI Listing Regulations and the Tribunal Order, the aforesaid Notice, the statement and Annexures (including the Scheme) as indicated in the Index are being sent to all the Equity Shareholders whose name appear in the register of members / list of beneficial owners on Friday, March 20, 2026 .

A copy of the Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such Statement are annexed hereto. A copy of this Notice and the accompanying documents are also placed on the:
(a) website of the Transferee Company and can be accessed at www.torrentpharma.com
(b) website of CDSL viz. https://www.evotingindia.com being the agency appointed by the Transferee Company, which will provide the facility of voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting; and
(c) websites of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“NSE”) viz. www.nseindia.com.
The Scheme, if approved by the Equity Shareholders at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.
In accordance with the applicable Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with MCA Circulars and clarification / guidance on applicability of Secretarial Standards issued by the ICSI, the proceedings of the Meeting shall be deemed to be conducted at the registered office of the Transferee Company which shall be the deemed venue of the Meeting. Since the Meeting will be held through VC/OAVM, the Route Map is not annexed to this Notice.

Sd/Mahesh Gupta Independent practicing Company Secretary Chairperson appointed by the Tribunal for the Meeting

Place: Ahmedabad,

Friday, March 27, 2026

Registered Office:

Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India CIN: L24230GJ1972PLC002126 Website: www.torrentpharma.com E-mail: [email protected] Tel: +91 79 26599000 Fax: +91 79 26582100

NOTES FOR THE MEETING

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC / OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

Pursuant to the Tribunal Order, the Meeting of the Equity Shareholders of the Transferee Company is being conducted through VC / OAVM to transact the business set out in the Notice. Equity Shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of Section 103 of the Act and is prescribed to be 30 (Thirty) in terms of the Tribunal Order.
The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the CAA Rules read with SEBI Listing Regulations in respect of the business set out in the Notice of the Meeting is annexed hereto. The Meeting will be conducted in compliance with the applicable provisions of the Tribunal Order, Act, SS-2 and other applicable laws.
Since the Meeting is being held through VC / OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the Meeting. Hence, proxy forms and attendance slips are not annexed to this Notice.
The proceedings of this Meeting shall be deemed to have been conducted at the registered office of the Transferee Company located at Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India which shall be the deemed venue of the Meeting. The Route Map for the Meeting is not attached as the Meeting is being held through VC / OAVM.
Pursuant to provisions of Section 113 of the Act, authorized representatives of institutional / corporate Equity Shareholders (i.e. other than individuals / Hindu Undivided Family) may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC / OAVM facility and e-voting at the Meeting. Such institutional/ corporate shareholders are required to send a signed legible copy of its relevant board or governing body resolution / power of attorney etc., to the Scrutinizer by e-mail (in PDF / JPEG Format) at [email protected] with a copy marked to the Transferee Company at [email protected] and CDSL at [email protected] by quoting the concerned DP ID and Client ID or Folio number at least 48 hours before remote e-voting or e-voting during the Meeting as the case may be.
The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mode to those Equity Shareholders whose e-mail addresses are available in the records of the Transferee Company / Registrar and Share Transfer Agent / Depository participant(s) / Depositories, and the e-mail shall contain the exact path to access the Notice, statement and other relevant documents. For those shareholders whose e-mail address are not registered with the Transferee Company, such shareholders can access the Notice and accompanying documents on:
(a) website of the Transferee Company and can be accessed at www.torrentpharma.com
(b) website of CDSL viz. https://www.evotingindia.com being the agency appointed by the Transferee Company, which will provide the facility of voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting at the Meeting; and
(c) websites of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“NSE”) viz. www.nseindia.com.
The Transferee Company has engaged services of CDSL for the purpose of providing facility of VC / OAVM, voting by remote e-voting and e-voting during the Meeting so as to enable the Equity Shareholders, to cast their votes on the aforesaid resolution. The remote e-voting will commence from Friday, April 24, 2026 at 09:00 a.m. (IST) to Monday, April 27, 2026 at 05:00 p.m. (IST) and shall be disabled for voting by CDSL thereafter.
The Notice, Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and all other accompanying documents are enclosed herewith and shall be

available for inspection on the Transferee Company’s website at www.torrentpharma.com.

All the documents referred to in the accompanying statement shall be available for inspection through electronic mode during the proceedings of the Meeting. The Equity Shareholders seeking to inspect copies of the said documents may send an email from their registered e-mail id at [email protected]. Further, all the documents referred to in the accompanying statement shall also be open for inspection by the Equity Shareholders at the registered office of the Transferee Company between 11:00 a.m. to 05:00 p.m. on all working days up to the date of the Meeting.
The Notice convening the Meeting will be published through advertisement in (i) “Indian Express” (English Language - All India Editions); and (ii) “Sandesh” (Gujarati Language – Gujarat Editions).
If so desired, Equity Shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the statement under Section 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, along with the details of shareholding in the Transferee Company may be addressed to the Company Secretary at [email protected]. Upon obtaining the written request from the said equity shareholder, the Transferee Company will dispatch a physical copy of the Notice and the accompanying documents within a period of 2 working days.
Subject to the receipt of requisite majority of votes in favour of the Scheme i.e., majority in number representing three-fourth in value (as per Sections 230 to 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice) and the votes cast through remote e-voting and e-voting at the Meeting will be considered for this purpose.
In case of joint Equity Shareholders attending the Meeting, only such joint Equity Shareholder who is higher in the order of names will be entitled to vote at the Meeting.
The voting rights of the Equity Shareholders shall be in proportion to their shareholding of the paid-up equity share capital of the Transferee Company as on Cut-off Date as mentioned in the Notice. Once the vote on the resolution is cast by the Equity Shareholder, the Equity Shareholder shall not be allowed to change it subsequently.
The scrutinizer shall after the conclusion of e-voting at the Meeting, first download the votes cast during the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairperson of the Meeting. The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting will be announced within two working days from the conclusion of the Meeting i.e. on or before Thursday, April 30, 2026. The results, together with the scrutinizer’s report, will be displayed at the registered office and on the website of the Transferee Company i.e. www.torrentpharma.com, and on the website of CDSL and shall be communicated to BSE and NSE.

PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM

16. E-voting and joining meeting through VC/ OAVM: In compliance with the Tribunal Order and the provisions of Section 108 and other applicable provision of the Act read with relevant rules thereunder and the SEBI Listing Regulations, the Transferee Company is pleased to provide to its Equity Shareholders, facility to exercise their right to vote at the Meeting by electronic means and the business may be transacted through remote e-voting services provided by CDSL. The facility of e-voting shall also be made available at the Meeting and Equity Shareholders attending the Meeting who have not already cast their vote by remote e-voting will be able to exercise their right to cast vote during the Meeting.

Equity Shareholders who have not registered their email addresses so far are requested to register their e-mail addresses for receiving all communications.
Manner of registering/updating, e-mail addresses:

(a) Equity Shareholders holding shares in Demat Mode: Please contact your DP and register your Email Address in your demat account.
(b) Equity Shareholders holding shares in Physical Mode: Submit Form ISR-1 (available on the website of the Transferee Company at www.torrentpharma.com) duly filled and signed along with requisite supporting documents to the Company Secretary, Torrent Pharmaceuticals Limited, Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat.
The Equity Shareholders can join the Meeting in the VC/OAVM mode 30 minutes before and also after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.
A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date i.e, Tuesday, April 21, 2026 can (i) join the Meeting; and (ii) shall be entitled to avail the facility of remote e-voting, as well as voting at the Meeting, by following the procedure mentioned in this Notice.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE MEETING

A. THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

(i) The remote e-voting period begins on Friday, April 24, 2026 at 09:00 a.m. (IST) and ends on Monday, April 27, 2026 at 05:00 p.m. (IST). During this period Equity Shareholders of the Transferee Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Tuesday, April 21, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The Equity Shareholders who have cast their vote by remote e-voting prior to the Meeting may also attend / participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again.
(iii) Pursuant to the relevant SEBI Circulars under Regulation 44 of the Listing Regulations, all individual shareholder holding equity shares of the Transferee Company in demat mode can cast their vote, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants.

Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Equity Shareholders are advised to register/update their mobile number and email Id in their demat accounts in order to access e-Voting facility/attend the meeting.

Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL , is given below:

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Individual Shareholders holding securities in Demat mode with CDSL	1. Users who have opted for CDSL’s Easi/Easiest facility, can login through their existing User Id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi/ Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & MyEasi New(Token)Tab

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Type of shareholders	Login Method

	2. After successful login, the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the Transferee Company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual Meeting & voting during the Meeting. Additionally, there are also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & My Easi New (Token) Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from an e-Voting link available onwww.cdslindia.com. The system will authenticate the user by sending OTP on registered Mobile Number & Email Id as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and will also be able to directlyaccess the system of all e-votingserviceproviders.
Individual Shareholders holding securities in demat mode with NSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company’s Name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual Meeting & voting during the Meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. 8 character DPID followed by 8 character Client id), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company’s name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-voting period or joining virtual Meeting & voting during the Meeting. 4. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jspYou will have to enter your 8-digit DP ID, 8-digit Client Id, PAN, Verification code and generate OTP. Enter the OTP received on registered Email Id/Mobile Number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company’s Name or e-Voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period orjoiningvirtual meeting& votingduringthe Meeting.

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Type of shareholders Login Method
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Type of shareholders

Login Method

Individual
Shareholders
(holding
securities
in
demat
mode)
login
through their Depository
Participants (DP)

You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful
login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on Transferee Company’s Name or e-Voting service provider
name and you will be redirected to e-Voting service provider website for casting your vote
duringthe remote e-Voting period orjoiningvirtual Meeting& votingduringthe Meeting.

Important Note: Equity Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

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Login type Helpdesk details
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Login type	Helpdesk details

Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at 022 - 4886 7000 and 022 - 2499 7000

(i) Login method for e-voting and joining virtual meetings for Equity Shareholders other than individual shareholders holding shares in demat form and Equity Shareholders holding shares in physical form:
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders/Members” module.
3) Now enter your User ID-
- (a) For CDSL: 16 digits beneficiary ID,
- (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- (c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification Code as displayed and Click on “Login”.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used. If you have forgotten the password, then enter the User ID and the image verification code and click on “FORGOT PASSWORD” and enter the details as prompted by the system.
6) If you are a first-time user, follow the steps given below:
- (i) holding shares in physical form
- (ii) holding shares in demat form other than individual

PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company / Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. The sequence number is printed in the covering e-mail. Shareholders who have not registered their email address may obtain the sequence number from the Company by following the process defined in Note No. C below.
DOB	Enter the Date of Birth(“DOB”)as recorded in your demat account or in the Companyrecords in dd/mm/yyyyformat.
Dividend Bank Details	Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio no. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the Depository or Company, please enter the DP ID and Client ID / folio number in the Dividend Bank details field as mentioned in Point no. 3.

PAN

Enter your 10-digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company / Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN Field. The sequence number is
printed in the covering e-mail.
Shareholders who have not registered their email address may obtain the
sequence number from the Company by following the process defined in
Note No. C below.

DOB

Enter the Date of Birth(“DOB”)as recorded in your demat account or in the
Companyrecords in dd/mm/yyyyformat.

Dividend Bank
Details

Enter the Dividend Bank Details as recorded in your demat account or in the
Company records for the said demat account or folio no.
Please enter the DOB or Dividend Bank Details in order to login. If the details
are not recorded with the Depository or Company, please enter the DP ID and
Client ID / folio number in the Dividend Bank details field as mentioned in
Point no. 3.

(ii) After entering these details appropriately, click on “SUBMIT” tab.
(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(v) Click on the EVSN for the relevant for “Torrent Pharmaceuticals Limited” on which you choose to vote.
(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO” implies that you dissent to the Resolution.
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(ix) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(x) Additional Facility for Non – Individual Shareholders and Custodians – For Remote e-Voting only:

Non-Individual shareholders (i.e., other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.
It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.
Alternatively, Non-individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter, etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address i.e., [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same.

B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING THE MEETING ARE AS UNDER:

The procedure for attending Meeting & e-voting on the day of the Meeting is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend Meeting will be available where the EVSN of the Transferee Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience.
Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.
Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is, therefore, recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the Meeting may register themselves as speaker by sending their request in advance atleast 10 days prior to the Meeting mentioning their name, demat account number/folio number, Email Id, Mobile Number at [email protected]. The shareholders who may have queries relating to the Scheme, may send their queries during the said period, prior to Meeting mentioning their name, demat account number/folio number, Email Id, Mobile Number at [email protected]. These queries will be replied to by the Transferee Company suitably. The shareholders will be allowed to express their views and ask questions only relating to the Scheme and/ or on the Resolutions mentioned in the Notice of the Meeting. The Transferee Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting. Those shareholders who have registered themselves as speaker will only be allowed to express their views/ask questions during the Meeting.
Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.

C. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

For shareholders holding physical shares - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]
For Demat shareholders - Please update your Email Id & Mobile Number with your respective Depository Participant (DP).
For Individual Demat shareholders – Please update your Email Id & Mobile Number with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

D. OTHER INSTRUCTIONS:

If you have any queries or issues regarding attending Meeting & e-Voting from the CDSL e-voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.
All grievances connected with the facility for voting by electronic means may be addressed to Rakesh Dalvi, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mills Compound, N.M. Joshi Marg, Lower Parel (East), Mumbai – 400 013 or send an email to helpdesk.evoting@ cdslindia.com or call toll free no. at 1800 21 09911.
Any person, who acquires shares of the Transferee Company and becomes Member of the Transferee Company after dispatch of the Notice and holding shares as on the Cut-off Date i.e., April 21, 2026 may follow the same instructions as mentioned above for e-voting.

FORM NO. CAA. 2

[PURSUANT TO SECTION 230(3) OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016]

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

COMPANY APPLICATION NO. CA(CAA)/6(AHM)2026

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF J. B. CHEMICALS & PHARMACEUTICALS LIMITED WITH TORRENT PHARMACEUTICALS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

) ... Company / Transferee Company / Torrent Pharma

STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”), ACCOMPANYING THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF TORRENT PHARMACEUTICALS LIMITED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (“TRIBUNAL”) DATED MARCH 23, 2026 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

1.1 This is a statement accompanying the Notice convening the Meeting of Equity Shareholders of Torrent Pharmaceuticals Limited, for the purpose of considering and approving the proposed Scheme of Amalgamation of J. B. Chemicals & Pharmaceuticals Limited ( “Transferor Company” or “JB Pharma” ) with Torrent Pharmaceuticals Limited ( “Company” or “Transferee Company” or “Torrent Pharma” ) and their respective shareholders ( “Scheme” ) ( “Meeting” ). The Scheme provides for: (i) the amalgamation of the Transferor Company with the Transferee Company under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ( “Act” ) read with Section 2(1B) and applicable provisions of Income-tax Act, 1961 ( “Income Tax Act” ) and other applicable laws provides for the amalgamation of the Transferor Company with the Transferee Company; and (ii) various other matters consequent and incidental thereto.
1.2 The detailed terms of the amalgamation may be referred in the Scheme, appended as “Annexure – 1” .
1.3 Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

2. DATE, TIME AND MODE OF MEETING

2.1 Pursuant to the Order dated March 23, 2026 in Company Application No. CA(CAA)/6(AHM)2026, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench ( “Tribunal” ) ( “Tribunal Order” ), the Meeting

of the Equity Shareholders of the Transferee Company, will be held for the purpose of their considering and, if thought fit approving the said Scheme through Video Conferencing ( “VC” ) / Other Audio Visual Means (“OAVM”) on Tuesday, April 28, 2026 at 10:00 a.m. (IST) (“Meeting”) .

2.2 Subject to the receipt of requisite majority of votes in favour of the Scheme i.e., majority in number representing three-fourth in value (as per Sections 230 to 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice) and the votes cast through remote e-voting and e-voting at the Meeting will be considered for this purpose.

3. RATIONALE AND BENEFIT OF THE SCHEME

3.1 The Transferee Company has entered into binding agreements with: (i) the Transferor Company and Tau Investment Holdings Pte. Ltd to acquire 74,481,519 fully paid-up equity shares of the Transferor Company; and (ii) employee shareholders of the Transferor Company (pursuant the exercise of their vested employee stock options) to acquire 38,75,056 equity shares of the Transferor Company, aggregating to 7,83,56,575 equity shares of the Transferor Company. The Transferee Company, in addition to the above, has announced and completed the mandatory open offer under the Applicable Law and has acquired 1,317 equity shares from the public shareholders of the Transferor Company .
3.2 Since the Parties operate in related businesses, the amalgamation will consolidate the businesses of the Parties into a single entity and will inter alia result in the following benefits :

1. enhance the product offerings of the Transferee Company and more effectively meet the customer needs by leveraging the combined portfolio of products with enhanced marketing capabilities of both companies;

2. unlock new market opportunities and expand access to customer coverage through more comprehensive and synergistic product portfolio;

3. enhance operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;

4. an integrated and coordinated approach will allow for a more efficient allocation of capital and cash management;

5. reduction in multiple entities and regulatory compliances will further reduce the overall compliance and overhead costs;

6. consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources;

7. improve organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent and vast experience to compete in an increasingly competitive industry; and

8. diversified and consolidated portfolio of branded products that will strengthen existing base in focus segment and will help to strategize the business for long term sustainable growth .

3.3 Accordingly, the Parties believe that the Scheme is in the interests of shareholders, employees, creditors and other stakeholders of each of the Parties.

4. BACKGROUND OF THE COMPANIES

4.1 Particulars of the Transferee Company

4.1.1 Torrent Pharmaceuticals Limited ( “Transferee Company” or “Company” or “Torrent Pharma” ) having Corporate Identification Number (CIN) L24230GJ1972PLC002126 is a listed public limited company. It was originally incorporated on July 15, 1972, as “Torrent Pharmaceuticals Private Limited”, under the

provisions of Companies Act, 1956, with the Registrar of Companies, Gujarat. Subsequently, it became a deemed public company within the meaning of Section 43A of the Companies Act, 1956 on June 28, 1989 and was thereafter converted into a public company vide special resolution passed by the shareholders of the acquirer on July 25, 1992. The equity shares of the Transferee Company are currently listed on BSE Limited ( “BSE” ) and National Stock Exchange of India Limited ( “NSE” ) (collectively referred to as “Stock Exchanges” ). The Non-Convertible Debentures ( “NCDs” ) and Commercial Papers issued by the Transferee Company are listed on NSE.

4.1.2 The registered office of the Transferee Company is situated at Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India, with effect from January 29, 2026. The registered office of the Transferee Company was earlier situated at Torrent House, Off. Ashram Road, Ahmedabad – 380009.
4.1.3 Its permanent account number with the income tax department is AAACT5456A. The e-mail address of the Transferee Company is [email protected] and website is www.torrentpharma.com
4.1.4 The summary of the main objects of the Transferee Company as per its Memorandum of Association, have been reproduced below for the perusal of the Equity Shareholders:

MAIN OBJECTS

1. To carry on the business of manufacturers, buyers, sellers, distributors, exporters and importers of and dealers in all kinds of medicines and medical preparations and drugs whatsoever.

2. To carry on all or any of the business of chemists, druggists, chemical manufacturers and dealers, dry salters, importers and manufacturers of and dealers and agents in pharmaceutical and medicinal preparations.

3. To manufacture, buy, sell and deal in mineral waters, cordials, liquers, soups, broths and medicinal wines and other restoratives or food, specially suitable or deemed to be suitable for invalids and convelescents.

4. To assist, promote, establish and contribute to manage, control or support sick funds and any associations or institutions for providing upon any terms or conditions medicines, drugs, medical and surgical preparations and apparatus and restoratives during sickness or illness.

5. To manufacture any chemicals, heavy or fine, organic, inorganic, biological or any other from raw materials of vegetable, animal or mineral origin or from other chemicals or from by-products or waste products of other trades and industries and raw materials and chemicals available in India or imported.

6. To manufacture A. R. Chemicals, stains, papers and reagents for chemical, physical, medical, microbiological, bacteriological and all other purposes.

7. To work as consulting and analytical chemists and consulting chemical engineers and technologists.

8. To manufacture chemical, physical, medical, biological, physiological and other apparatus, instruments and appliances and to make measuring and control instruments, electrical, electronic, mechanical or others.

9. To manufacture medicinal, pharmaceutical, biological and other preparations and chemicals and to manufacture alkaloids, extracts, drugs, antibiotics and tranquilisers useful in human therapy and for use against pathogenic bacteria fungiprotozoa and virus infections by physical, chemical, fermentation, bacteriological or other methods independently or under licence .

To prepare synthetic and other foods for human consumption, cattle and other feeds of all kinds by chemical, fermentation or other processes or by compounding such as yeasts, vitamins, hormones, proteins, aminoacids and preparations containing minerals.

11. To carry on the business of the manufacturers of insecticides, fungicides, antibiotics and sprays, dips, manures, fertilisers and other requisites of all kinds for animal therapy and agriculture, silviculture, fruit and flower gardens.

12. To carry on the business of manufacturers of and dealers in anatomical, orthopeadic and surgical appliances of all kinds. To carry on the business of boot makers, stay makers, corset makers, artificial eye and limb makers, bandage makers, crutch, chair and stretcher makers, carriage makers, ambulance makers, chemists and druggists and providers of all requisites for hospitals, patients and invalids.

During the last five years, there has been no change in the object clause of the Transferee Company.

4.1.5 The Transferee Company is inter alia engaged in the business of research and development, manufacturing, marketing, promoting and sale of pharmaceutical products.
4.1.6 The share capital of the Transferee Company (as on date of this Notice) is as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised Share Capital
42,00,00,000 equity shares of INR5 each	210,00,00,000
25,00,000 preference shares of INR 100 each	25,00,00,000
TOTAL	235,00,00,000
Issued, Subscribed and Paid -Up Share Capital
33,84,45,440 equity shares of INR5 each fully paid up	169,22,27,200
TOTAL	169,22,27,200

4.1.7 The latest annual financial statements of the Transferee Company have been audited for the financial year ended March 31, 2025. The copy of the audited standalone financial statements and unaudited consolidated financial statements (limited reviewed) as per the format prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 of the Transferee Company for the quarter and nine months ended on December 31, 2025, is appended as “Annexure – 2” .
4.1.8 The details of promoters and directors of the Transferee Company as on date of this Notice along with their addresses are mentioned herein below:

Details of Promoters:

S. No.	Name	Address
1	SudhirUttamlal Mehta	‘AKALPYA’, Nr. Karnavati Club, Sarkhej Gandhinagar Highway, Ahmedabad - 380 058,Gujarat,India
2	SamirUttamlal Mehta
3	Torrent Investments Limited (Formerly known as Torrent InvestmentsPrivateLimited)	“Samanvay”, 600, Tapovan, Ambavadi, Ahmedabad - 380015, Gujarat, India
4	MehtaFamilyTrust1	‘AKALPYA’, Nr. Karnavati Club, Sarkhej Gandhinagar Highway, Ahmedabad - 380 058, Gujarat, India
5	MehtaFamilyTrust2
6	MehtaFamilyTrust 3
7	MehtaFamilyTrust4

Details of Directors:

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S. No. Name DIN Designation / Address
Category
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S. No.	Name	DIN	Designation / Category	Address

1	Samir Uttamlal Mehta	00061903	Executive Chairperson	‘AKALPYA’, Nr. Karnavati Club, Sarkhej Gandhinagar Highway, Ahmedabad - 380 058, Gujarat, India
2	AmanSamir Mehta	08174906	Managing Director
3	Jinal Sudhir Mehta	02685284	Non-Executive- Non-Independent Director
4	Ameera Sushil Shah	00208095	Non-Executive- Independent Director	Krishna Villa, Off. Dubhashish Marg, Matru Ashish Lane, Nepeansea Road, Mumbai – 400 036, Maharashtra, India
5	Nayantara Bali	03570657		39, Mount Sinai Rise, 11-02 Fontana Heights, Singapore- 276 957
6	Manish Mahendra Choksi	00026496		C-1801 / 1802, Beaumonde, Appasaheb Marathe Marg; Prabhadevi, Mumbai – 400025, Maharashtra,India
7	Nikhil Nirvan Khattau	00017880		30Rue Desaix,75015Paris,France

4.2 Particulars of the Transferor Company

4.2.1 J. B. Chemicals & Pharmaceuticals Limited ( “Transferor Company” or “JB Pharma” ) having Corporate Identification Number (CIN) L24390GJ1976PLC173077 was originally incorporated on December 18, 1976, under the provisions of the Companies Act, 1956, in the name style of “J.B. Mody Chemicals & Pharmaceuticals Limited”, with its registered office situated in the State of Maharashtra. The name of the Transferor Company was changed to J.B. Chemicals & Pharmaceuticals Limited with effect from August 21, 1985. The shares of the Transferor Company are listed on BSE Limited and National Stock Exchange of India Limited.
4.2.2 The registered office of the Transferor Company has recently been shifted from B Wing, Neelam Centre, 4[th] Floor, Hind Cycle Road Worli, Mumbai, Maharashtra, 400030 to 302, Iscon Mall, Star India Bazar Building, Opp. Jodhpur BRTS, Satellite, Ahmedabad – 380 015, Gujarat w.e.f. February 4, 2026. Its permanent account number with the income tax department is AAACJ1482G. The e-mail address of the Transferor Company is [email protected].
4.2.3 The summary of the main objects of the Transferor Company, as per its Memorandum of Association, have been reproduced below for the perusal of the Equity Shareholders:

1. To carry on business as manufacturers refiners, importers, exporters, buyers sellers agents and dealers in all types of pharmaceuticals Bulk Drugs and formulations, chemicals including organic, industrial, heavy, fine, laboratory and basic chemicals, petro-chemicals, photographic chemicals, chemical substances, basic intermediates, medicines, pharmaceutical drugs.

2. To carry on the business of manufacturing and processing of and dealers in chemicals, chemical compounds, chemical products, wholesale and retail chemists and druggists, chemical engineers, analytical chemicals, importers, exporters, manufacturer of and dealers in heavy chemicals, fine chemicals, light and medium chemicals, organic and inorganic chemicals, dyes, pharmaceuticals, agricultural chemicals, acids, alkalis, petro-chemicals, chemical compounds and elements, drugs medicines, antibiotics, tan-in, tan-in extracts, essence, solvents, cellophane, insecticides, fungicides, deoder, deodorants as well as bio-chemical, pharmaceutical, medicinal, magnesium compounds, bromine, carbonates, silicates, ferric oxide, sapicylic acid and other organic or inorganic compounds;

3. To carry on the manufacture and sale of medicines and preparations, buyers and sellers of and dealers.

4. To manufacture, buy, sell, import, export and otherwise deal in food products, products classified as food products under any law or otherwise, medical devices, apparatus, equipment and accessories of every description and over-the-counter consumer products, health products and nutraceutical products of every description and products falling under ayurvedic, unani, siddha and homeopathy stream of medicine.

During the last five years, there has been no change in the object clause of the Transferor Company.

4.2.4 The Transferor Company is inter alia engaged in the business of manufacturing and marketing of diverse range of pharmaceutical formulations and active pharmaceutical ingredients (APIs).
4.2.5 The share capital of the Transferor Company (as on date of this Notice) is as follows:

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Particulars Amount in INR
----- End of picture text -----

Particulars	Amount in INR

Authorised Share Capital
20,30,00,000 equity shares of INR 1each	20,30,00,000
TOTAL	20,30,00,000
Issued, Subscribed and Paid-Up Share Capital
16,05,58,706 equity shares of INR 1each	16,05,58,706
TOTAL	16,05,58,706

4.2.6 The latest annual financial statements of the Transferor Company have been audited for the financial year ended March 31, 2025. The copy of the standalone and consolidated financial statements (limited reviewed) as per the format prescribed under Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 of the Transferor Company for the quarter and nine months ended on December 31, 2025, is appended as “Annexure – 3” .
4.2.7 The details of promoters and directors of the Transferor Company as on the date of this Notice along with their addresses are mentioned herein below:

Details of Promoter:

S. No.	Name	Address
1	Torrent Pharmaceuticals Limited	Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India

Details of Directors:

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S. No. Name DIN Designation / Address
Category
1. Arun Duggal 00024262 Non-Executive 821B, The Camellias, DLF Golf Links,
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S. No.	Name	DIN	Designation / Category	Address
1.	Arun Duggal	00024262	Non-Executive	821B, The Camellias, DLF Golf Links,
			- Independent Director - Chairperson	Gurugram, Haryana 122003, India
2.	Aman Mehta	08174906	Managing Director	‘AKALPYA’, Nr. Karnavati Club, Sarkhej Gandhinagar Highway, Ahmedabad-380 058, Gujarat,India
3.	Sumit Bose	03340616	Non-Executive - Independent Director	CK-257, 2nd Floor, Salt Lake, Near CK Market, Kolkata – 700091, West Bengal,India
4.	Ashwani Kumar Puri	00160662		K-12 First floor Rear Flat, Hauz Khas Enclave, Hauz Khas, New Delhi 110016,India

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S. No. Name DIN Designation / Address
Category
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S. No.	Name	DIN	Designation / Category	Address

5.	Richa Arora	07144694	Non-Executive - Independent Director	A-1503, Ashok Towers, Parel, Mumbai – 400012, Maharashtra, India
6.	Amal Kelshikar	06378987	Non-Executive - Non-Independent Director	A223, Kalpataru Horizon, S K Ahire Marg, Worli Telephone Exchange, Worli, Mumbai - 400 018, Maharashtra,India
7.	Hasmukh Patel	11486584		D-401, Avadh Dreamland, Besides Devshrushti Apartment, Near Shukun 6, Science City Road, Sola, Ahmedabad-380060, Gujarat,India
8.	Sudhir Menon	09502215		301, Rajvi Rajvansh Tower, Judges Bunglow Road, Bodakdev, Ahmedabad — 380 054, Gujarat, India

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed in the Scheme:

5.1 The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and various other matters consequent and incidental thereto.
5.2 The ’Appointed Date’ means the date on which the Transferee Company completes the acquisition of 74,481,519 fully paid equity shares of the Transferor Company from the promoters of the Transferor Company. The Transferee Company has completed the said acquisition on January 21, 2026.
5.3 The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date
5.4 Upon coming into effect of the Scheme and in consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot to shareholders of the Transferor Company, other than the Transferee Company, whose name is recorded in the register of members and/ records of the depository on the Record Date as follows:

“51 (Fifty one) fully paid-up equity shares of the Transferee Company having face value of INR 5 (Rupees Five only) each for every 100 (One hundred) fully paid-up equity shares of INR 1 (Rupee One only) each of the Transferor Company”.

The said equity shares issued by the Transferee Company will be listed on BSE and NSE, post receipt of requisite approvals.

5.5 No equity shares shall be issued by the Transferee Company in respect of the shares, if any, held by the Transferee Company in the Transferor Company.
5.6 On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up and the Board and any committees thereof shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be deemed to be struck off from the records of the Registrar of Companies.

5.7 Pursuant to this Scheme, there will be no change in terms and conditions of the NCDs of the Transferee Company. The NCDs bearing ISIN INE685A07082 as specified in Schedule I of the Scheme have been redeemed on December 12, 2025.
5.8 The effectiveness of the Scheme is contingent upon certain conditions as mentioned in Clause 18 of the Scheme.

Note: The above details are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Transferee Company hold 48.80% of the share capital of the Transferor Company and is a promoter of the Transferor Company.

7. BOARD APPROVALS

7.1 The Board of Directors of the Transferee Company at its Board Meeting held on June 29, 2025, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour / against / did not participate or vote
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Name of Director	Voted in favour / against / did not participate or vote

Samir Mehta	In Favour
Ameera Shah	In Favour
Nayantara Bali	In Favour
ManishChoksi	In Favour
Nikhil Khattau	In Favour
Aman Mehta	In Favour
Jinal Mehta	In Favour

7.2 The Board of Directors of the Transferor Company at its Board Meeting held on June 29, 2025, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour/ against/ did not participate or vote
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Name of Director	Voted in favour/ against/ did not participate or vote

ArunDuggal	In favour
Padmini KhareKaicker#	In favour
Sumit Bose	In favour
Ashwani Kumar Puri	In favour
AkshayTanna*	In favour
NikhilChopra*	In favour
Gaurav Trehan*	In favour
PrashantKumar*$	Didnot participate

ceased to be Directors of the Transferor Company w.e.f. January 21, 2026.
ceased to be Director of the Transferor Company w.e.f. August 30, 2025.
$ Granted leave of absence

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Transferee Company and the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any.

9. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

9.1 Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the shareholders, key managerial personnel, promoter and non-promoter shareholders of the Transferor Company and the Transferee Company is given in the reports adopted by the Board of Directors of the Transferor Company and the Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act which are appended hereto at “Annexure - 4” and “Annexure - 5” , respectively.

9.2 Directors

9.2.1 Pursuant to the Scheme, the Transferor Company will be dissolved without winding up. The Board of Directors and any committees thereof shall without any further act, instrument or deed be and stand discharged.
9.2.2 The Scheme will have no effect on the office of existing Directors of the Transferee Company. The Directors of the Transferee Company will continue to be Directors of the Transferee Company, as before.
9.2.3 It is clarified that the composition of the Board of Directors of the Transferee Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies, but the Scheme itself does not affect the office of Directors of the Transferee Company.

9.3 Employees

9.3.1 With effect from the Effective Date, all the employees of the Transferor Company shall become employees of the Transferee Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the Transferor Company.
9.3.2 Apart from the above, employees engaged in the Transferee Company will continue to be employees of the Transferee Company on the same terms and conditions, as before.

9.4 Creditors

9.4.1 Upon the Scheme becoming effective, the creditors of the Transferor Company will become creditors of the Transferee Company and there will be no reduction in the claims of the creditors of the Transferor Company on account of the Scheme and will be paid in the ordinary course of business as and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.
9.4.2 The proposed Scheme does not involve any compromise or arrangement with the creditors. The creditors of the Transferee Company will continue to be creditors on the same terms and conditions, as before. The rights of the creditors of the Transferee Company shall not be adversely affected by the Scheme.

9.5 Debenture holders and Debenture Trustees

9.5.1 The Transferor Company has not issued any debentures and accordingly have not appointed any debenture trustees.
9.5.2 The NCDs of the Transferee Company are listed on NSE. The NCDs bearing ISIN INE685A07082 as specified in Schedule I of the Scheme have been redeemed on December 12, 2025. Further, the Transferee Company has issued NCDs on January 19, 2026, bearing ISIN INE685A07132, INE685A07157, INE685A07165 & INE685A07173. Pursuant to the Scheme, the holders of NCDs of the Transferee Company as on the Effective Date will continue to hold the NCDs, without any interruption and on the same terms including the coupon rate, the tenure, the redemption price, quantum and the nature of security, ISIN etc.

9.5.3 The effect of the Scheme on the NCD holders the Transferee Company is given in the report adopted by the Board of Directors of the Transferee Company, pursuant to the provisions of Section 232(2)(c) of the Act which is appended hereto as “Annexure - 5” .
9.5.4 The NCDs of the Transferee Company will continue to be freely tradeable and listed on NSE, thereby providing liquidity to the holders of the NCDs and accordingly, no exit offer is provided to holders of NCDs of the Transferee Company.
9.5.5 Accordingly, the Scheme will have no adverse impact on the holders of the NCDs of the Transferee Company.

9.6 Depositors and Deposit Trustees

The Transferor Company and the Transferee Company have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Transferee Company and the Transferor Company.

11. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the Transferor Company and the Transferee Company as on December 31, 2025, is as follows:

Sr. No.	Particulars	Amount in INR
1.	J. B. Chemicals &PharmaceuticalsLimited	325.20 crores
2.	TorrentPharmaceuticalsLimited	1,387.34crores

12. DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

12.1 Upon amalgamation of the Transferor Company with the Transferee Company, all equity shares of the Transferor Company held by the Transferee Company shall stand cancelled. The share capital of Transferee Company and the Transferor Company has been provided above in the statement.
12.2 The Scheme does not involve any debt restructuring. The NCD holders of the Transferee Company as on the Effective Date will continue to hold NCDs of the Transferee Company, without any interruption, on same terms, including the coupon rate, tenure, redemption price, quantum and nature of security, ISIN, etc.

13. VALUATION REPORT AND FAIRNESS OPINION

13.1 A copy of the Joint Share Exchange Ratio Report dated June 29, 2025 issued by Ernst & Young Merchant Banking Services LLP (IBBI Registration No. IBBI/RV-E/05/2021/155) and BDO Valuation Advisory LLP (IBBI Registration No. IBBI/RV-E/02/2019/103), Registered Valuers, issued to the Transferee Company and the Transferor Company respectively ( “Joint Share Exchange Ratio Report” ), in connection with the Scheme is appended hereto as “Annexure - 6” .
13.2 A copy of the Fairness Opinions dated June 29, 2025, issued by Axis Capital Limited, an Independent SEBI Registered Merchant Banker (Registration No: INM000012029) and ICICI Securities Limited, an Independent SEBI Registered Merchant Banker (Registration No: INM000011179) to the Transferee Company and the Transferor Company respectively ( “Fairness Opinion” ), are appended hereto as “Annexure – 7 Colly” .

14. PRE / POST SCHEME SHAREHOLDING PATTERN

14.1 Torrent Pharmaceuticals Limited (Transferee Company)

The pre & post Scheme shareholding pattern of the Transferee Company is as follows (based on shareholding as on the date of sending this notice):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter and Promoter Group	23,11,85,400	68.31	23,11,85,400	60.78
Public	10,72,60,040	31.69	14,91,82,455	39.22
TOTAL	33,84,45,440	100.00	38,03,67,855	100.00

14.2 J. B. Chemicals and Pharmaceuticals Limited (Transferor Company)

The pre & post Scheme shareholding pattern of the Transferor Company is as follows (based on shareholding as on the date of sending this notice):

Category	Pre	Pre	Post	Post
	No. of shares	% of shareholding	No. of shares	% of shareholding
Promoter and Promoter Group	7,83,57,892	48.80	Upon the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up.
Public	8,22,00,814	51.20
TOTAL	16,05,58,706	100.00

15. AUDITORS’ CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The certificate dated June 29, 2025, issued by BSR & Co. LLP (ICAI Firm Registration No. 101248W/W-100022), the Statutory Auditor of the Transferee Company, confirms that the accounting treatment prescribed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India. Copy of the said certificate issued to the Transferee Company is appended hereto as “Annexure - 8” .

16. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

16.1 In terms of Regulation 37 and Regulation 59A of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Master Circular bearing reference no. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103 dated July 11, 2025, BSE and NSE vide their Observation Letters dated February, 17, 2026 (collectively referred to as “SEBI Master Circulars” ), have conveyed no adverse observations to the Scheme. Copies of the said letters issued by BSE and NSE are appended hereto as “Annexure - 9 Colly” and “Annexure - 10 Colly” , respectively.
16.2 Further, in accordance with the SEBI Master Circulars, the Transferee Company and the Transferor Company have not received any complaints in relation to the Scheme, and “NIL” complaint reports have been filed by the Transferee Company and the Transferor Company with BSE and NSE, respectively. Copies of the said “NIL” complaint reports submitted by the Transferee Company and the Transferor Company to BSE are appended hereto as “Annexure - 11 Colly” . Further, Copies of the said “NIL” complaint reports submitted by the Transferee Company and the Transferor Company to NSE are appended hereto as “Annexure - 12 Colly” .
16.3 A copy of the Scheme has been filed by the Transferee Company and the Transferor Company with the jurisdictional Registrar of Companies.

16.4 The Notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.
16.5 All approvals as stated in Clause 18 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme, will be obtained.

17. OTHER ADDITIONAL INFORMATION AS MANDATED BY THE STOCK EXCHANGE(S)

Details in respect of the particulars mentioned / stipulated in Paragraph (n) of the observation letter dated February 17, 2026, issued by NSE and Paragraph (13) of the observation letter dated February 17, 2026, issued by BSE:

17.1 Need for the merger, rationale of the scheme & synergies of businesses of the entities involved in the scheme

The Transferor Company is inter alia engaged in business of manufacturing and marketing of diverse range of pharmaceutical formulations and active pharmaceutical ingredients (APIs).

The Transferee Company is inter alia engaged in the business of research and development, manufacturing, marketing, promoting and sale of pharmaceutical products.

Taking into consideration the similar line of business and growth prospects available, it is proposed to undertake the merger. The detailed rationale for the Scheme is set out in Paragraph 3 above of this Statement.

17.2 Impact of the Scheme on the shareholders

17.2.1 In consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall, issue and allot to shareholders of the Transferor Company other than the Transferee Company, whose name is recorded in the register of members and/or records of the depository as on the Record Date (as defined in the Scheme) as follows:

”51 (Fifty one) fully paid-up equity shares of the Transferee Company having face value of INR 5 (Rupees Five only) each for every 100 (One hundred) fully paid-up equity shares of INR 1 (Rupee One only) each of the Transferor Company”

17.2.2 Further, no equity shares shall be issued by the Transferee Company in respect of the shares, if any, held by the Transferee Company in the Transferor Company;
17.2.3 The pre Scheme and post Scheme shareholding pattern of the Transferor Company and the Transferee Company is set out in Paragraph 14 above of this Statement;
17.2.4 Upon the effectiveness of the Scheme, the Transferee Company New Equity Shares (as defined in the Scheme) issued in terms of the Scheme will be listed and admitted to trading on the Stock Exchanges, in compliance of the SEBI Circulars and other relevant provisions as may be applicable;
17.2.5 The rights and interests of the shareholders of the Transferee Company will not be prejudicially affected by the Scheme;
17.2.6 Upon the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up and the shareholders of the Transferor Company shall become shareholders of the Transferee Company; and
17.2.7 The Scheme is expected to be beneficial to the shareholders of the Transferee Company leading to opportunity for growth and value creation in the long run and maximizing the value and returns to the shareholders, achieving cost and operational efficiencies.

17.3 Cost benefit analysis of the Scheme

The Scheme is expected to provide an opportunity to improve the economic value for the companies involved in the Scheme and their stakeholders, in view of the consolidation of the businesses. This is primarily on account of various cost and operational synergies which are expected to accrue to the Transferee Company on account of the Scheme and more particularly detailed out in Paragraph 3 above of this Statement. While the Scheme would lead to incurring some costs towards its implementation, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Transferee Company.

17.4 Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods

17.4.1 Details:

Details of the Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness Opinion:

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Sr. No. Name Report issued
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Sr. No.	Name	Report issued

1.	Ernst & Young Merchant Banking Services LLP, Registered Valuer [IBBI Registration No. IBBI/RV-E/05/2021/155], for the Transferee Company	Joint Share Exchange Ratio Report in connection with the Scheme
2.	BDO Valuation Advisory LLP, Register Valuer [IBBI Registration No. IBBI/RV-E/02/2019/103], fortheTransferorCompany	Joint Share Exchange Ratio Report in connection with the Scheme
3.	Axis Capital Limited, independent SEBI registered Merchant Banker [Registration no. INM000012029],fortheTransferee Company	Fairness Opinion on the Joint Share Exchange Ratio Report to the Transferee Company in connection withthe Scheme
4.	ICICI Securities Limited, independent SEBI registered Merchant Banker [Registration no. INM000011179],fortheTransferorCompany	Fairness Opinion on the Joint Share Exchange Ratio Report to the Transferor Company in connection withthe Scheme

17.4.2 Summary of methods considered for arriving at the Share-Swap Ratio and the rational of using the methods:

The Transferor Company and the Transferee Company have appointed BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/02/2019/103) and Ernst & Young Merchant Banking Services LLP, a Registered Valuer (IBBI Registration No. IBBI/RV-E/05/2021/155) respectively, to conduct the valuation exercise in connection with the proposed Scheme.

The Registered Valuers have issued a Joint Share Exchange Ratio Report dated June 29, 2025, which determines the share exchange ratio for the issuance of the Transferee Company New Equity Shares. In the said Joint Share Exchange Ratio Report, the Registered Valuers have set out both a summary and a detailed explanation of the valuation methodologies adopted to arrive at the share swap ratio. The Joint Share Exchange Ratio Report is appended hereto as “Annexure – 6” .

17.4.3 Projections considered for valuation of Transferor Company and Transferee Company along with justification for growth rate considered for valuation of Transferor Company and Transferee Company

The projections considered for the purposes of valuation are provided in the letter dated December 31, 2025 issued by Ernst & Young Merchant Banking Services LLP, Registered Valuer and letter dated December 30, 2025, issued by BDO Valuation Advisory LLP, Registered Valuer. The said letters are appended hereto as “Annexure - 13” .

Ernst & Young Merchant Banking Services LLP, Registered Valuer, vide its email dated December 31, 2025, has provided the following clarification on the on projected revenue growth and EBITDA margin expansion:

Explanation for as requested by BSE to Torrent Pharmaceuticals Limited (company):

1. Growth in EBITDA margins from 32.2% in FY25 to 35.8% in FY30

2. Revenue CAGR of 12.2% from FY25 to FY30

Responses from EY:

The company has projected an improvement of 3.5% by FY 2030 over FY2025, translating to an average annual expansion of approximately ~0.70%. This is in line with the company’s historical five-year performance where the EBITDA margins have improved from 28.4% to 32.20% between FY 2020 and FY 2025 indicating improvement of ~0.8% per annum for the past 5 years .

Further it may be noted that leading India-focused branded pharma peers operating in chronic therapies also have demonstrated stable to improving margins despite cost inflation in last couple of years post-covid. Such EBITDA expansion has been driven by price increases, scale benefits and mix improvement. Margin expansion in last couple of years for some of the industry players have been shown in the table below:

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Company name FY23 FY25 Increase Avg yearly
increase
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Company name	FY23	FY25	Increase	Avg yearly increase

AbbottIndia	22.5%	23.6%	1.1%	0.5%
Sun Pharma	26.7%	29.0%	2.3%	1.2%
Cipla	22.6%	26.1%	3.5%	1.8%
Mankind	22.0%	24.7%	2.7%	1.4%
TorrentPharma	29.4%	32.3%	2.9%	1.5%
Lupin	10.6%	24.2%	13.6%	6.8%

In addition to the historical trends and industry benchmarks as mentioned above, as discussed with the company, EBITDA margin expansion assumption is further supported by company specific operating drivers including economies of scale.

2. The company has projected a revenue CAGR of 12.2% from FY25 to FY30.

It may be noted that equity research houses have projected a revenue CAGR of 12.4% for the company for the next 2 years.

In addition to the above revenue growth expectations by the equity research analysts, as discussed with the management, following are the key drivers for the projected revenue growth:

India business (54% of revenues) has grown at 13% CAGR over the past 5 years, significantly above IPM growth. Torrent is Ranked 7th in IPM and is amongst the top 5 players in Cardiovascular, Gastrointestinal, CNS, and Cosmo-Dermatology.
76% of India revenues come from chronic & sub-chronic therapies vs 53% for IPM, implying higher stickiness.
The acquired Curatio (Cosmo-Dermatology) Portfolio which contributes to ~6% of India revenues have been growing at >2x Indian Pharmaceutical Market (IPM) growth.
Consumer Health entry adds to ~1% of the incremental growth

Field Force Expansion - Field force increased 1.7x over last 4 years which has expanded prescriber base and geographic reach. This will contribute to the projected growth.
Semaglutide launch in March 26 will be another significant contributor the overall growth and margins.
Demand Outlook

1. Chronic disease prevalence (CV, diabetes, CNS, dermatology) continues to rise in India.

2. Shift toward branded and specialty therapies supports long-term demand visibility.

Regulatory Environment

1. Stable pricing regulations for chronic therapies in India

2. Resolution of USFDA issues significantly reduces regulatory overhang for the US business.

BDO Valuation Advisory LLP, Registered Valuer, vide its email dated December 31, 2025, has provided the following clarification on the on projected revenue growth and EBITDA margin expansion:

Explanation for as requested by BSE to JB Chemical and Pharmaceutical Limited (Transferor Company):

Growth in EBITDA margins from 26.3% in FY25 to 30.6% in FY30
Revenue CAGR of 11.5% from FY25 to FY30

Responses from BDO:

Revenue for the Transferor Company is assumed to grow at a compound annual growth rate of 11.5% from FY 2025-FY 2030. This is in line with the historical base business growth rate of the Transferor Company and reflects normal business growth without considering any extraordinary or non-recurring factors.

The improvement in EBITDA margin is expected to be driven by the following factors:

EBITDA margin forecasted for FY 2028 is showing improvement on account of initiation of perpetual license in ophthalmology business from last quarter of FY 2027. For other years, the EBITDA margin forecasted is in line with historical trend.
Operating leverage due to growth of the India business, especially the chronic segment.
New launches in international/ rest of the world business which have improved margin profile.
Historically as well, the EBITDA margin has been on an improving trend.

17.5 Latest Financials of Transferor Company and Transferee Company not older than 6 months from the date of No Objection Certificate from Stock Exchanges

The copy of audited standalone financial statements and unaudited consolidated financial statements (Limited reviewed) as on December 31, 2025 and unaudited standalone and consolidated financial statements (limited review), of the Transferee Company and the Transferor Company is attached herewith as “Annexure - 2” and “Annexure - 3” respectively.

17.6 Pre and Post Scheme Shareholding of Transferor Company and Transferee Company as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to Shareholders

17.6.1 As on the date of filing the Scheme with the Stock Exchanges, the shareholding pattern of the Transferor Company was as follows:

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Category No. of shares % of shareholding
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Category	No. of shares	% of shareholding

PromoterandPromoterGroup	7,44,81,519	47.73
Public	8,15,77,405	52.27
TOTAL	15,60,58,924	100.00

The current shareholding pattern of the Transferor Company is as follows:

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Category No. of shares % of shareholding
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Category	No. of shares	% of shareholding

PromoterandPromoterGroup	7,83,57,892	48.80
Public	8,22,00,814	51.20
TOTAL	16,05,58,706	100.00

17.6.2 The above change in the shareholding pattern of the Transferor Company is on account of: (i) the Transferee Company acquiring 7,44,81,519 equity shares of the Transferor Company from Tau Investment Holdings Pte. Ltd (erstwhile promoters of the Transferor Company); (ii) the Transferee Company acquiring 1,317 equity shares of the Transferor Company pursuant to the mandatory open offer process; (iii) the Transferee Company acquiring 38,75,056 equity shares of the Transferor Company from employee shareholders, being employees who held employee stock options of the Transferor Company that were vested and exercised by them; and (iv) vesting and exercise of the employee stock options held by the employees of the Transferor Company.
17.6.3 As on the date of filing the Scheme with the Stock Exchanges, the shareholding pattern of the Transferee Company was as follows:

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Category No. of shares % of shareholding
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Category	No. of shares	% of shareholding

PromoterandPromoterGroup	23,11,85,400	68.31
Public	10,72,60,040	31.69
TOTAL	33,84,45,440	100.00

As on the date of this Notice and the accompanying Statement there is no change in the shareholding pattern of the Transferee Company.

17.7 Capital built-up of Transferor Company and Transferee Company since incorporation and last 3 years shareholding pattern filed by Transferor Company and Transferee Company with ROC

17.7.1 The share capital built up / capital evolution details of the Transferor Company and the Transferee Company since the date of its incorporation till date are appended hereto as “Annexure – 14 Colly” ; and
17.7.2 The shareholding patterns of the Transferor Company and the Transferee Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 are appended hereto as “Annexure – 15 Colly” .

17.8 Details of Revenue, PAT and EBITDA of Transferor Company and Transferee Company for last 3 years

Transferor Company:

( ` in Crores)

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Particulars FY 2024-25 FY 2023 - 24 FY 2022 – 23
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Particulars	FY 2024-25	FY 2023 - 24	FY 2022 – 23

RevenuefromOperations	3,723	3,299	2,884
Profit aftertax	653	543	389
EBITDA	1018	879	665

Transferee Company:

Transferee Company:	Transferee Company:	Transferee Company:	Transferee Company:
(`in Crores)
Particulars	FY 2024-25	FY 2023 - 24	FY 2022 – 23
RevenuefromOperations	9,682	8,533	7,695
Profit aftertax	1,888	1,357	1,051
EBITDA	3,575	2,890	2,465

17.9 Value of Assets and Liabilities of Transferor Company that are being transferred to Transferee Company and post-amalgamation balance sheet of Transferee Company

The list of assets and liabilities of the Transferor Company as on December 31, 2025, are as follows:

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Particulars Amount in INR in Crores
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Particulars	Amount in INR inCrores

Non-Current assets (A)	2,136
CurrentAssets (B)	2,642
Total Assets (A+B)	4,778
Non-CurrentLiabilities (C)	243
CurrentLiabilities (D)	622
Total Liabilities (C+D)	865
Net worth	3,913

The indicative list of assets and liabilities of the Transferee Company post effectiveness of the Scheme is as follows:

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Particulars Amount in INR in Crores
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Particulars	Amount in INR inCrores

Non-Current assets (A)	33,605
CurrentAssets (B)	7,626
Total Assets (A+B)	41,231
Non-CurrentLiabilities (C)	19,683
CurrentLiabilities (D)	2,779
Total Liabilities (C+D)	22,462
Net worth	18,769

Post-Scheme figures reflect the effect of fair valuation arising from the acquisition, along with related accounting and financing effects, in accordance with applicable Accounting Standards, based on the reported financials as of December 31, 2025.

The same is based on best estimates and is subject to verification and confirmation by the Statutory Auditors upon receipt of the Independent Valuer’s report.

17.10 Details of potential benefits and risks associated with the amalgamation, including integration challenges, market conditions and financial uncertainties

The amalgamation is expected to offer significant benefits to the integrated Company, including strong portfolio alignment, particularly in high-growth Cardiac and Gastro segments in India market. This overlap supports smooth integration, improved field force productivity, and cross-selling opportunities. In addition, the acquisition provides opportunities to expand across international markets by consolidating portfolios and scaling up presence in select geographies. The broader combined portfolio will enable the integrated Company to deepen its reach and improve operating leverage in these markets.

The Transferee Company will realize cost synergies driven by optimization of operations, procurement, and common corporate overheads which are expected to further bolster overall profitability and together with a strong branded generics business, this is likely to support sustained profitability and stable margins.

Potential challenges such as integration issues, market conditions, and financial uncertainties appear limited due to the complementary nature of the portfolios and similar business models. The transaction is expected to strengthen market position and enhance growth prospects through improved scale and operational efficiencies.

Overall, the proposed amalgamation is expected to deliver meaningful strategic and operational benefits and is expected to improve overall resilience and financial position by consolidating operations and resources.

17.11 Financial implication of amalgamation on Promoters, Public shareholders and companies involved, synergies between Transferor Company and Transferee Company along with inter-company transactions between them

17.11.1 The financial implication of the Scheme on the promoters and public shareholders of the Transferor Company and the Transferee Company is set out in Paragraph 17.2 above of this Statement. There is no adverse financial implication on the promoter and public shareholders of the Transferor Company and the Transferee Company pursuant to the Scheme.
17.11.2 The synergies proposed to arise from the amalgamation of the Transferor Company with the Transferee Company are set out in Paragraph 3 above of this Statement. The Scheme is expected to be beneficial to the shareholders of the Company leading to opportunity for growth and value creation in the long run and maximizing the value and returns to the shareholders, achieving cost and operational efficiencies.
17.11.3 For the year to date period ended December 31, 2025, there are no inter company transactions between the Transferor Company and the Transferee Company.
17.12 All pending legal proceedings against the Transferee Company including its promoters and directors and all pending legal proceedings against the Transferor Company including its promoters, directors and KMPs and possible impact of the same on the Transferee Company
17.12.1 The details of pending legal proceedings against the Transferee Company, its promoters and directors is appended hereto as “Annexure - 16” .
17.12.2 The details of pending legal proceedings against the Transferor Company, its promoters, directors and key managerial personnel is appended hereto as “Annexure - 17” .
17.12.3 Upon the Scheme coming into effect, all legal proceedings commenced by the Transferor Company, as well as all legal proceedings pending against the Transferor Company, will stand transferred to the Transferee Company and will continue in the ordinary course, as the Scheme does not adversely affect these proceedings.
17.13 The impact on reserves of transferee company pursuant to the scheme of arrangement along with quantitative details showing the impact for both pre & post the scheme of arrangement and the same is accordance with applicable accounting standards and other applicable provisions of the Companies Act, 2013. Disclose the approval requirement of shareholders under the Companies Act, 2013 and other relevant details

17.13.1 The indicative details of the reserves of the Transferee Company pre Scheme and post Scheme is given below:

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Sr. Nature of Reserve Pre Scheme Reserves as Post Scheme Reserves as
No. at December 31, 2025 at December 31, 2025
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Sr. No.	Nature of Reserve	Pre Scheme Reserves as at December 31, 2025	Post Scheme Reserves as at December 31, 2025

1.	Retained earnings	6,019	6,019
2.	General Reserve	2,920	2,920
3.	Capital Reserve	0	0
4.	Equity instruments through other comprehensiveincome	(5)	(5)
5.	Effective portionofcash flow hedges	(76)	(76)
6.	Capital reserve arising on merger	Nil	9,720
	Total	8,858	18,578

Post scheme reserves are drawn based on reported financials as on December 31, 2025.

Capital reserve arising on merger effective date is subject to verification and confirmation of Statutory Auditor upon receipt of Independent Valuer’s Report.

17.13.2 In terms of Clause 8.1 of the Scheme, upon the Scheme being effective and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company into and with the Transferee Company in its books of accounts in compliance with the Indian Accounting Standard 103 on Business Combinations and other Indian Accounting Standards, as applicable, and as notified under Section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India. B S R & Co. LLP, the Statutory Auditors of the Transferee Company have provided its certificate dated June 29, 2025, confirming that the accounting treatment prescribed in Clause 8 of the Scheme is in conformity with Ind AS 103 ‘Business Combinations’ i.e. the applicable Accounting Standards prescribed under Section 133 of the Act and other Generally Accepted Accounting Principles in India.

18. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Transferee Company at www.torrentpharma.com:

(a) Copy of the Tribunal Order;
(b) Memorandum and Articles of Association of the Transferee Company and the Transferor Company;
(c) Annual report of the Transferee Company and the Transferor Company for the financial year ended as on March 31, 2025;
(d) Copy of the Scheme;
(e) Certificate of the Statutory Auditor of the Transferee Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India; and
(f) All other documents displayed on the Transferee Company’s website i.e. www.torrentpharma.com in terms of the SEBI Master Circular

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Transferee Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Transferee Company recommends the Scheme for approval of the Equity Shareholders.

Sd/Mahesh Gupta Independent practicing Company Secretary Chairperson appointed by the Tribunal for the Meeting

Place: Ahmedabad,

Friday March 27, 2026

Registered Office:

Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat, India CIN: L24230GJ1972PLC002126 Website: www.torrentpharma.com E-mail: [email protected] Tel: +91 79 26599000 Fax: +91 79 26582100

INFORMATION AT A GLANCE

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Particulars Notes
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Particulars	Notes

Cut-off Date to determine those members who are eligible tovote ontheresolution	Tuesday, April 21, 2026
Remote e-voting start date and time	Friday,April 24,2026 at 09:00 a.m. (IST)
Remote e-voting end date and time	Monday,April 27,2026 at 05:00 p.m. (IST)
Date on whichtheresolution is deemed to be passed	Tuesday,April 28,2026
Name, Address and Contact Details of Registrar and Share Transfer Agent	KFIN Technologies Limited Unit: Torrent Pharmaceuticals Limited Selenium Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad - 500 032, Telangana, India Website: www.kfintech.com Contact person: Dnyanesh Gharote Email ID: [email protected] Tel:18003094001/+919100 094099
Name, Address and Contact Details of e-voting service provider	Central Depository Services (India) Limited A Wing, 25thFloor, Marathon Futurex, Mafatlal Mills Compound, N.M. Joshi Marg, Lower Parel (East), Mumbai – 400 013, Maharashtra, India E-mail Id: [email protected] Tel:18002109911
Name and Contact Details for clarifications	Chintan M. Trivedi Company Secretary & Compliance Officer Torrent Pharmaceuticals Limited Avirat, Thaltej Shilaj Road, Ahmedabad – 380 059, Gujarat Tel: +91 79 26599000 Email Id:[email protected]

Annexure - 1

SCHEME OF AMALGAMATION

OF

JB CHEMICALS & PHARMACEUTICALS LIMITED (TRANSFEROR COMPANY)

WITH

TORRENT PHARMACEUTICALS LIMITED (TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A)

DESCRIPTION OF COMPANIES

JB Chemicals & Pharmaceuticals Limited ( Transferor Company , incorporated under the provisions of the Companies Act, 1956, having Corporate Identity Number L24390MH1976PLC019380, registered office is at B Wing, Neelam Centre, 4[th] Floor, Hind Cycle Road Worli, Mumbai 400 030. The Transferor Company is inter alia engaged in the business of manufacturing and marketing of diverse range of pharmaceutical formulations and active pharmaceutical ingredients (APIs). The equity shares of the Transferor Company are listed on the Stock Exchanges ( as defined hereinafter ).
Torrent Pharmaceuticals Limited ( Transferee Company incorporated under the provisions of the Companies Act, 1956, having Corporate Identity Number L24230GJ1972PLC002126 and its registered office at Torrent House, Off. Ashram Road, Ahmedabad 380 009 in the State of Gujarat. The Transferee Company is inter alia engaged in the business of research and development, manufacturing, marketing, promoting and sale of pharmaceutical products. The equity shares of the Transferee Company are listed on the BSE ( as defined hereinafter ) and NSE ( as defined hereinafter ). The NCDs ( as defined hereinafter ) and commercial papers issued by the Transferee Company are listed on NSE.

(B) OVERVIEW OF THE SCHEME

This scheme of amalgamation under Sections 230 to 232 and other applicable Act read with Section 2(1B) and applicable provisions of Income Tax Act and other applicable laws provides for the amalgamation of the Transferor Company with the Transferee Company and various other matters consequent and incidental thereto.

(C)

RATIONALE

The Transferee Company has entered into binding agreements with: (i) the Transferor Company and Tau Investment Holdings Pte. Ltd to acquire 74,481,519 fully paid-up equity shares of the Transferor Company; and (ii) employee shareholders of the Transferor Company (pursuant the exercise of their vested employee stock options) to acquire 38,75,056 equity shares of the Transferor Company, aggregating to 7,83,56,575 equity shares of the Transferor Company. The Transferee Company, in addition to the above, has announced and completed the mandatory open offer under the Applicable Law and has acquired 1,317 equity shares from the public shareholders of the Transferor Company.
Since the Parties operate in related businesses, the amalgamation will consolidate the businesses of the Parties into a single entity and will inter alia result in the following benefits:
(a) enhance the product offerings of the Transferee Company and more effectively meet the customer needs by leveraging the combined portfolio of products with enhanced marketing capabilities of both companies;
(b) unlock new market opportunities and expand access to customer coverage

through more comprehensive and synergistic product portfolio;

(c) enhance operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;
(d) an integrated and coordinated approach will allow for a more efficient allocation of capital and cash management;
(e) reduction in multiple entities and regulatory compliances will further reduce the overall compliance and overhead costs;
(f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources;
(g) improve organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete in an increasingly competitive industry; and
(h) diversified and consolidated portfolio of branded products that will strengthen existing base in focus segment and will help to strategize the business for long term sustainable growth.
Accordingly, the Parties believe that the Scheme is in the interests of the shareholders, employees, creditors and other stakeholders of each of the Parties.

(D) PARTS OF THE SCHEME

PART I deals with the definitions, share capital of the Parties ( as defined hereinafter ) and date of taking effect and implementation of this Scheme;

PART II deals with the amalgamation of the Transferor Company with the Transferee Company; and

PART III deals with the ancillary provisions and general terms and conditions applicable to this Scheme.

PART I

DEFINITIONS, SHARE CAPITAL OF THE PARTIES AND DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

1. DEFINITIONS

1.1 In this Scheme, unless inconsistent with the subject or context thereof (a) capitalised terms defined by inclusion in quotations and / or parenthesis shall have the meanings so ascribed; and (b) the following expressions shall have the meanings ascribed hereunder:

Act may be applicable, including any statutory modification, re-enactments or amendments thereof;

Applicable Law Law other law including applicable provisions of all: (a) constitutions, decrees, treaties, statutes, enactments, laws (including the common law), bye-laws, codes, notifications, rules, regulations, policies, guidelines, circulars, clearances, approvals, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, Tribunal; (b) Permits; and (c) orders, decisions, writs, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties in each case having the force of law and that is binding or applicable to a Person as may be in force from time to time;

Appointed Date the date on which the Transferee Company completes the acquisition of 74,481,519 fully paid equity shares of the Transferor Company from the promoters of the Transferor Company;

Appropriate Authority (a) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunals, central bank, commission or other authority thereof; (b) any governmental, quasi-governmental or private body, self-regulatory organisation, or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, statutory, licensing, competition, Tax, importing, exporting or other governmental or quasi-governmental authority including without limitation, SEBI and the Tribunal; (c) Stock Exchanges; and (d) CCI;

Board include a committee of directors or any person authorized by such board of directors or such committee of directors;

BSE means BSE Limited;

CCI established under the Competition Act, 2002;

Effective Date means the last of the dates on which all of the conditions precedent set forth in Clause 18 (Conditions Precedent) are fulfilled. Reference in this Scheme to coming into effect of this Scheme effectiveness of this Scheme effect of this Scheme upon the Scheme becoming effective Effective Date;

Income Tax Act -tax Act, 1961;

NCDs the secured non-convertible debentures bearing ISIN INE685A07082 and INE685A07124 issued by the Transferee Company. The secured non-convertible debentures bearing ISIN INE685A07082 are listed on NSE;

NSE

Parties means the Transferor Company and the Transferee Company Party shall mean each of them, individually;

Permits means all consents, licences, permits, certificates, permissions, authorisations, clarifications, approvals, schemes of the State Government or Central Government, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, no objections, whether governmental, statutory or regulatory as required under Applicable Law;

Person partnership, a company, an association, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

"Record Date" means the date to be fixed by the Board of the Transferee Company for the purpose of determining the shareholders of the Transferor Company for issuance and allotment of the Transferee Company New Equity Shares in accordance with the applicable provisions of the SEBI LODR Regulations;

RoC relevant Registrar of Companies having jurisdiction over the Transferor Company and Transferee Company respectively;

Scheme this Scheme scheme of amalgamation as modified from time to time;

SEBI the Securities and Exchange Board of India;

SEBI Circulars means the circular issued by the SEBI, being SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, read with SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPODl/P/CIR/2022/156 dated November 17, 2022 (and as updated on December 1, 2022), and any amendments thereof, pursuant to the SEBI LODR Regulations;

SEBI LODR Regulations Requirements) Regulations, 2015, and any amendment thereof;

SEBI Master Circular

Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and any amendments thereof;

Stock Exchanges means BSE Limited and NSE, collectively;

Tax Laws

income-tax, wealth tax, sales tax / value added tax, service tax, goods and service tax, excise duty, customs duty or any other levy of similar nature;

Taxation Tax Taxes state, provincial, local governmental or municipal impositions, duties, contributions and levies, whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value, goods and services or otherwise and shall further include payments in respect of or on account of tax, whether by way of deduction at source, collection at source, dividend distribution tax, buyback distribution tax, equalization levy, advance tax, self-assessment tax, regular assessment taxes, goods and services tax or otherwise or attributable directly or indirectly to any of the Parties and all penalties, surcharge, cess, charges, costs and interest relating thereto;

Transferee Company Torrent Pharmaceuticals Limited, a public company incorporated under the provisions of the Companies Act, 1956 having corporate identity number L24230GJ1972PLC002126 and its registered office at Torrent House, Off. Ashram Road, Ahmedabad - 380009;

Transferor Company JB Chemicals & Pharmaceuticals Limited, a public company incorporated under the provisions of the Companies Act, 1956 having corporate identity number L24390MH1976PLC019380 and its registered office at B Wing, Neelam Centre, 4th Floor, Hind Cycle Road Worli, Mumbai, Maharashtra, 400030. The Transferor Company is in the process of shifting its registered office from the State of Maharashtra to the State of Gujarat; and

Tribunal (s) having jurisdiction over the Transferor Company and Transferee Company.

1.2 Interpretation

In this Scheme, unless the context otherwise requires:

1.2.1 words denoting the singular shall include the plural and vice versa ;
1.2.2 reference to any law or legislation shall include the rules and regulations thereunder; and
1.2.3 headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the Scheme.

2. SHARE CAPITAL

2.1 The share capital of the Transferor Company as on 30 June 2025 is as follows:

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Particulars Amount (in Rs.)
Authorized share capital
203,000,000 equity shares of INR 1 each 203,000,000
Total 203,000,000
Issued, subscribed and paid-up share capital
156,058,924 equity shares of INR 1 each 156,058,924
Total 156,058,924
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The Transferor Company has outstanding employee stock options under its existing stock option scheme, the exercise of which may result in an increase in the issued and paid-up share capital of the Transferor Company.

2.2 The share capital of the Transferee Company as on 30 June 2025 is as follows:

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Particulars Amount (in Rs.)
Authorized share capital
42,00,00,000 equity shares of INR 5 each 210,00,00,000
25,00,000 preference shares of INR 100 each 25,00,00,000
Total 235,00,00,000
Issued, subscribed and paid-up share capital
33,84,45,440 equity shares of INR 5 each fully paid up 169,22,27,200
Total 169,22,27,200
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3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

The Scheme shall become effective from the Appointed Date but shall be operative from the Effective Date.

PART - II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

4. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE TRANSFEROR COMPANY

4.1 With effect from the Appointed Date, upon coming into effect of this Scheme and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(1B) of the Income Tax Act, the Transferor Company shall stand amalgamated with the Transferee Company as a going concern and accordingly, all assets, Permits, contracts, liabilities, loan, debentures, duties and obligations of the Transferor Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, Permits, contracts, liabilities, loan, debentures, duties and obligations of the Transferee Company, and in the manner provided in this Scheme.
4.2 Upon effectiveness of the Scheme and with effect from the Appointed Date, without prejudice to the generality of the provisions of Clause 4.1 above, the manner of transfer and vesting of assets and liabilities of the Transferor Company under this Scheme, is as follows:
4.2.1 In respect of such of the assets and properties of the Transferor Company which are movable in nature or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Scheme coming into effect and shall, ipso facto and without any other order to this effect, become the assets and properties of the Transferee Company, with effect from the Appointed Date, without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this subclause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly.
4.2.2 In respect of all intangible assets, intellectual property rights, brands, trademarks, distribution network, supply chain network of the Transferor Company, whether registered or pending registration or unregistered trademarks or whether or not recorded in its books of accounts, along with all rights and benefits of commercial nature including attached goodwill, trade and service names, title, interest, labels and brand registrations, copyrights, trade secret, manufacturing know how, marketing know-how, confidential information, advertising material, lists of present and former customers and suppliers, other customer information, customer pricing information, software licenses (whether proprietary or not), all other industrial and intellectual property rights, and records and documents,

whether in physical or electronic form relating to business activities and operations and benefits of whatsoever nature of the Transferor Company or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon the Scheme coming into effect and shall, ipso facto and without any other order to this effect, become the assets and properties of the Transferee Company, with effect from the Appointed Date, without requiring any deed or instrument of conveyance for transfer of the same. The Transferee Company may execute and register or cause to be executed and registered, required applications, documents or deeds for transfer of such intellectual property rights in this regard.

4.2.3 Subject to Clause 4.2.4 below, with respect to the assets of the Transferor Company, other than those referred to in Clause 4.2.1 and 4.2.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds/ debt securities and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Transferor Company shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date, by operation of law as transmission or as the case may be in favour of the Transferee Company.
4.2.4 In respect of such of the assets and properties of the Transferor Company which are immovable in nature, if any, including rights, interest and easements in relation thereto, the same shall stand transferred to the Transferee Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Transferor Company and/ or the Transferee Company.
4.2.5 For the avoidance of doubt and without prejudice to the generality of Clause 4.2.4 above and Clause 4.2.6 below, it is clarified that, with respect to the immovable properties of Transferor Company in the nature of land and buildings, the Transferor Company and/ or the Transferee Company shall register the true copy of the orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents which may be necessary in this regard. It is clarified that any document executed pursuant to this Clause 4.2.5 or Clause 4.2.6 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any asset of the Transferor Company takes place and all assets of the Transferor Company shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme.

4.2.6 Notwithstanding anything contained in this Scheme, with respect to the immovable properties of the Transferor Company in the nature of land and buildings situated in states other than the States of Maharashtra and Gujarat, whether owned or leased, for the purpose of, inter alia , payment of stamp duty, and vesting in the Transferee Company, if the Parties so decide, post the sanctioning of this Scheme but prior to the Effective Date, the Parties may execute and register or cause so to be done, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Transferee Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value as determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme.
4.2.7 All debts, liabilities, duties and obligations of the Transferor Company shall, without any further act, instrument or deed be transferred to, and vested in, and/ or deemed to have been transferred to, and vested in, the Transferee Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause 4 and the Transferee Company undertakes to meet and discharges all such debts, liabilities, duties and obligations of the Transferor Company.
4.2.8 On and from the Effective Date and till such time that the name of the bank accounts of the Transferor Company have been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Company, as may be applicable, and for such time as may be determined to be necessary by the Transferee Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company.
4.2.9 Unless otherwise agreed between the Parties, the vesting of all the assets of the Transferor Company, as aforesaid, shall be along with the encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such encumbrances shall be confined only to the relevant assets of the Transferor Company or part thereof on or over which they are subsisting prior to the amalgamation of the Transferor Company with the Transferee Company, and no such Encumbrances shall extend over or apply to any other asset(s) of the Transferee Company.

4.2.10 Unless otherwise stated in this Scheme, all Permits, including the benefits attached thereto of the Transferor Company, shall be transferred to the Transferee Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company to carry on the operations of the Transferor Company without any hindrance, whatsoever.
4.2.11 Without prejudice to the provisions as stated above, all trade and service names and marks, patents, copyrights, designs, goodwill which includes the positive reputation that the Transferor Company was enjoying to retain its clients, statutory licenses, overall increase in market share, customer base, skilled employees, business claims, business information, business contracts, trade style and name, marketing and distribution channels, marketing or other commercial rights, customer relationship, trade secrets, information on consumption pattern or habits of the consumers in the territory, technical know-how, client records, KYC (know your customer) records/ POAs (power of attorney), authorisations, client details and other intellectual property rights of any nature whatsoever, books, records, files, papers, software licenses (whether proprietary or otherwise), drawings, computer programs, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, customer pricing information and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Transferor Company shall be transferred to the Transferee Company from the Appointed Date, without any further act, instrument or deed.
4.2.12 Upon the Scheme coming into effect and pursuant to the operation of law, all contracts, deeds, agreements, memorandum of understanding, purchase orders, etc. where the Transferor Company is a party, shall stand transferred to and vested in the Transferee Company and in all such contracts, deeds, agreements, memorandum of understanding, purchase orders, etc. the name of the Transferor Company shall be substituted by the Transferee Company as if the Transferee Company was the original party to such contracts, deeds, agreements, memorandum of understanding, purchase orders, etc. The absence of any formal amendment, if any, which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. The Transferee Company shall, wherever necessary, enter into and/ or execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause. Further, the insurance policies which have been issued to the Transferor Company shall be transferred and assigned to the Transferee Company and the name of the

Transferee Company shall be substituted as "Insured" in the policies as if the Transferee Company was initially a party thereto.

4.2.13 Upon this Scheme coming into effect, all inter-company transactions including loans, contracts executed or entered into by or inter se between the Parties, if any, shall stand cancelled with effect from the Appointed Date and neither the Transferor Company and/or Transferee Company shall have any obligation or liability against the other party in relation thereto.
4.3 Without prejudice to the provisions of the foregoing sub-clauses of Clause 4.2 above, the Parties may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the Transferor Company, shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company. The Transferee Company shall take such actions as may be necessary and permissible to get the assets, Permits and contracts of the Transferor Company transferred and/ or registered in its name.

5. EMPLOYEES

5.1 With effect from the Effective Date, all the employees of the Transferor Company shall become employees of the Transferee Company, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by the Transferor Company. The Transferee Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Transferor Company with any Persons in relation to the employees of the Transferor Company. The Transferee Company agrees that the services of all such employees with the Transferor Company prior to the transfer shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity and other retiral/ terminal benefits.
5.2 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund, gratuity fund and superannuation fund of which they are members, will be transferred respectively to such provident fund, gratuity fund and superannuation funds nominated by the Transferee Company and/ or such new provident fund, gratuity fund and superannuation fund to be established in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities, by the Transferee Company.
5.3 The accumulated balances, if any, standing to the credit in favour of the aforesaid employees in the existing provident fund, gratuity fund, superannuation fund and any other fund of which they are members, as the case may be, will be: (i) transferred to the respective funds of the Transferee Company, set-up in accordance with Applicable Law and caused to be recognized by the Appropriate Authorities or to the funds nominated by the Transferee Company; or (ii) be dealt with in any other appropriate

manner or through mechanism determined by the Transferee Company in such manner or mechanism being in compliance with the Applicable Law. Pending the transfer as aforesaid, the dues of the said employees would continue to be deposited in the existing provident fund, gratuity fund, superannuation fund and other fund respectively of the Transferor Company. It is clarified that, for the purpose of the said fund or funds, the services of the staff, workmen and employees of the Transferor Company will be treated as having been continuous with the Transferee Company from the date of employment as reflected in the records of the Transferor Company.

5.4 Upon this Scheme becoming effective on the Effective Date, any prosecution or disciplinary action, or any other proceedings initiated, pending or contemplated against and any penalty imposed in this regard on any employee of Transferor Company shall not abate, be discontinued or in any way prejudicially affected by reason of the Scheme. Any such proceeding or disciplinary action shall be continued to operate against the relevant employee and the Transferee Company shall be entitled to take any relevant action or sanction, in the same manner and to the same extent as would or might have been continued, prosecuted and, or, enforced, without any further act, instrument or deed undertaken by Transferor Company or the Transferee Company. All committees constituted by Transferor Company in respect of the employees such as the disciplinary committee, internal committee shall be deemed to have become the committees of the Transferee Company and shall continue to handle any disputes or cases ongoing as on the date.
5.5 No employee of Transferor Company who becomes the employee of the Transferee Company on the date of this Scheme becoming effective shall be entitled to hold any additional positions or enjoy any additional privileges in the Transferee Company by virtue of him / her having held any such positions or enjoyed any such privileges in Transferor Company. The provisions of the Scheme do not grant contract-based employees/workers or the contract workers engaged through third party contractors, by Transferor Company, a right to seek permanency/ regularization in the Transferee Company.
5.6 On completion of the share acquisition by the Transferee Company from the promoter of the Transferor Company, the vesting of all outstanding stock options which are granted but not vested shall stand accelerated. Eligible employees holding vested options will then have the right to exercise their options within a specified timeframe, as outlined by the Transferor Company.

6. LEGAL PROCEEDINGS

6.1 With effect from the Effective Date, if any suit, cause of action, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatsoever nature by or against the Transferor Company pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by anything contained in this Scheme, but such proceedings of the Transferor Company may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made.

On and from the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company.

6.2 From the date of approval of this Scheme by the Board of the Transferor Company and until the Effective Date, the Transferor Company shall defend all legal proceedings, other than in the ordinary course of business, in consultation with the Transferee Company.

7. CONSIDERATION

7.1 Upon coming into effect of the Scheme and in consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot to shareholders of the Transferor Company, other than the Transferee Company, whose name is recorded in the register of members and/ or records of the depository on the Record Date, as follows:

51 (Fifty one) fully paid-up equity shares of the Transferee Company having face value of INR 5 (Rupees Five only) each for every 100 (One hundred) fully paid-up equity shares of INR 1 (Rupee One only) each of the Transferor Company

The equity shares of the Transferee Company issued as per this Clause 7.1 shall be Transferee Company New Equity Shares .

7.2 It is clarified that no shares will be issued by the Transferee Company in lieu of the shares held by it in the Transferor Company.
7.3 The Transferee Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Transferee Company and shall rank pari passu with the then existing equity shares of the Transferee Company.
7.4 The Transferee Company New Equity Shares being issued in terms of the Clause 7.1 above shall be in dematerialised form. The shareholders of the Transferor Company who hold shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Transferee Company, prior to the Record Date to enable it to issue the Transferee Company New Equity Shares.
7.5 However, if no such details have been provided to the Transferee Company by the shareholders of the Transferor Company holding shares in physical form on or before the Record Date, then the Transferee Company shall allot the corresponding Transferee Company New Equity Shares to the demat account of the trustee of the Transferee Company who shall hold these shares in trust for the benefit of such shareholders. The Transferee Company New Equity Shares held by the trustee shall be transferred to the respective shareholder once such shareholder provides details of his/her/its demat account to the trustee, along with such other documents as may be required. Any benefit in the form of dividend, bonus shares etc. received by the trustee in respect of these shares shall also be transferred to such shareholder. All costs and expenses incurred in this respect shall be borne by the Transferee Company.

7.6 For the purpose of the allotment of the Transferee Company New Equity Shares the Transferor Company
is such that the shareholder becomes entitled to a fraction of a share of the Transferee Company, the Transferee Company shall not issue fractional shares to such shareholder but shall consolidate all such fractions and round up the aggregate of such fractions to the next whole number and issue such consolidated shares to a trustee of the Transferee Company who shall hold such shares, with all additions or accretions thereto, in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such shares in the market at such price or prices and at any time within a period of 90 days from the date of allotment of the Transferee Company New Equity Shares, as the trustee may, in its sole discretion, decide and distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective shareholders in the same proportion of their fractional entitlements. Amount payable to the shareholders shall be rounded off to the next Rupee. Such distribution shall take place only on the sale of all the shares of the Transferee Company pertaining to the fractional entitlements.
7.7 The issue and allotment of the Transferee Company New Equity Shares is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Transferee Company or its shareholders and as if the procedure laid down under the Act and such other Applicable Law, were duly complied with. It is clarified that the approval of the members of the Transferee Company to this Scheme, shall be deemed to be their consent/approval for the issue and allotment of the Transferee Company New Equity Shares under applicable provisions of the Act.
7.8 In the event the Transferor Company and/or the Transferee Company restructure their respective share capital by way of share split or consolidation or any other similar corporate action before the Record Date, the share entitlement ratio set out in Clause 7.1 shall be suitably adjusted considering the effect of such corporate action, without requirement of any further approval from the shareholders of the respective Parties and/or the Appropriate Authority.
7.9 The Transferee Company New Equity Shares issued in terms of this Scheme will be listed and admitted to trading on the Stock Exchanges, in compliance of the SEBI Circulars and other relevant provisions as may be applicable. Such shares shall remain frozen in the depositories system till relevant directions in relation to listing / trading are given by the Stock Exchanges.
7.10 The equity shares to be issued pursuant to this Scheme in respect of any equity shares of the Transferor Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall pending allotment or settlement of dispute by order of Court or otherwise, be held in abeyance by the Transferee Company.
7.11 The Transferee Company New Equity Shares to be issued by the Transferee Company in respect of the equity shares of the Transferor Company held in the unclaimed suspense account or suspense escrow demat account shall be credited to unclaimed suspense account or suspense escrow demat account, as the case may be, of the

Transferee Company. The Transferee Company shall issue the Transferee Company New Equity Shares in lieu of the equity shares of the Transferor Company lying in the investor education and protection fund to the investor education and protection fund.

8. ACCOUNTING TREATMENT

8.1 Upon the Scheme being effective and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company into and with the Transferee Company in its books of accounts in compliance with the Indian Accounting Standard 103 on Business Combinations and other Indian Accounting Standards, as applicable, and as notified under Section 133 of the Act read with the rules issued thereunder and other generally accepted accounting principles in India in the following manner:
8.1.1 All the assets including intangible assets and goodwill, whether recorded in the books of accounts of the Transferor Company or not, and liabilities and reserves (if any) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded in the books of accounts of the Transferee Company at the carrying value of assets, liabilities and reserves pertaining to the Transferor Company as appearing in the consolidated financial statements of the Transferee Company as at the Appointed Date (i.e. fair values as determined by the independent valuer as per the acquisition method under Ind AS 103 after necessary adjustments, if any);
8.1.2 Equity shares issued as per Clause 7.1 above will be recorded at face value;
8.1.3 The difference between the aggregate value of net assets (after considering the values as arrived under Clause 8.1.1 above) of the Transferor Company acquired by the Transferee Company upon their transfer to and vesting in the Transferee Company under the Scheme and the amount of investment held by the Transferee Company as appearing in the books of the Transferee Company and equity shares issued as per Clause 8.1.2 above, as on the Appointed Date shall be credited to 'Capital Reserves Account' or debited to 'Retained earnings', as the case may be;
8.1.4 Upon coming into effect of this Scheme, to the extent that there are intercompany loans, advances, deposits balances or other obligations amongst the Transferor Company and the Transferee Company, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of the Transferee Company for the reduction of any assets or liabilities as the case may be;
8.1.5 In case there is any difference in the accounting policies adopted by the Transferor Company and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and the difference will be quantified and adjusted in the reserves to ensure that the financial statements

of the Transferee Company reflect the financial position on the basis of consistent accounting policy; and

8.1.6 In addition, the Transferee Company shall pass such accounting entries, as may be necessary, in connection with this Scheme, to comply with any of the applicable accounting standards and generally accepted accounting principles adopted in India.
8.2 Notwithstanding anything contained in any other Clause in the Scheme, upon the Scheme becoming being effective, the Transferor Company shall stand dissolved without winding up. Accordingly, there is no accounting treatment prescribed which would have any impact or need to be reflected in the books of the Transferor Company.

9. COMBINATION OF AUTHORISED SHARE CAPITAL

9.1 Upon the effectiveness of this Scheme, the authorised share capital of the Transferor Companies as on the Effective Date will be combined with the authorised share capital of the Transferee Company and accordingly the authorised share capital of the Transferee Company shall stand increased without any further act, instrument or deed on the part of Transferee Company and subject to the payment of any differential stamp duty and fees to RoC, if applicable.
9.2 The memorandum of association and articles of association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Section 13, Section 14, Section 61 or any other applicable provisions of the Act, would be required to be separately passed. For this purpose, the filing fees and stamp duty already paid by the Transferor Company on its authorized share capital shall be utilized and applied to the increased share capital of the Transferee Company, and shall be deemed to have been so paid by the Transferee Company on such combined authorised share capital and accordingly, the Transferee Company shall not be required to pay any fees/ stamp duty on the authorised share capital so increased.
9.3 Consequentially, Clause V of the memorandum of association of the Transferee Company shall without any act, instrument or deed be and stand be replaced by the following clause, reflecting the increased combined authorised share capital as per Clause 9.1 above, pursuant to Sections 13, 14, 61, 64, and other applicable provisions of the Act:

The authorized share capital of the Company is INR 2,553,000,000 (Rupees Two Hundred Fifty Five Crores Thirty Lakhs) divided into: (i) 4,60,600,000 (Forty Six Crores Six Lakhs) equity shares of INR 5 (Rupees Five) each; (ii) 25,00,000 preference shares of INR 100 (one hundred) each.

9.4 It is clarified that the approval of the Tribunal to the Scheme shall be deemed to be consent/ approval of the members of the Transferee Company also to the alteration

of the memorandum and articles of association of the Transferee Company as may be required under the Act.

10. TAXES / DUTIES / CESS

10.1 This Scheme has been drawn up to comply with the conditions as specified under Section 2(1B) and other applicable provisions of the Income Tax Act. If any of the terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said section at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the said section of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) and other relevant provisions of the Income Tax Act. Such modification will, however, not affect the other parts of the Scheme.
10.2 Upon the effectiveness of the Scheme, by operation of law pursuant to the order of the Tribunal:
10.2.1 Taxes, whether direct or indirect, of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, tax collected at source, dividend distribution tax, tax credits, input tax credit on Goods and Services Tax, if any, paid by the Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable notwithstanding that challans or records may be in the name of the Transferor Company. Further, any tax deducted at source by the Transferor Company / the Transferee Company on payables to the Transferee Company / the Transferor Company, respectively, which income shall not be accrued in the books pursuant to the Scheme, shall also be deemed to be advance taxes paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly;
10.2.2 the Transferor Company / the Transferee Company is expressly permitted to revise and file their income tax returns and other statutory returns, along with the necessary prescribed forms, filings and annexures even beyond the due date, if required, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / value added tax / goods and service tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax deducted at source, credit of foreign taxes paid / withheld, etc. if any, as may be required for the purposes of / consequent to implementation of the Scheme. All compliances undertaken by the Transferor Company from the Appointed Date till the Effective Date will be considered as compliances undertaken by the Transferee Company. The Transferee Company shall be entitled to credit of the tax paid including, but not limited to, credit of the advance tax, self-assessment tax, tax deducted at source, tax collected at source and credit under Goods and Services Tax law, in relation to the Transferor Company, for the period between the Appointed Date and the Effective Date;

10.2.3 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, rebate, etc., the Transferee Company, if so required, shall issue notice in the name of the Transferor Company in such form as it may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, rebate, etc. granted by any Government Body, local authority or by any other person under the Tax Laws due to the Transferor Company shall stand vested in the Transferee Company and the above benefits be paid or made good or held on account of the Transferee Company, as the person entitled thereto, to the end and intent that the right of the Transferor Company to recover or realise or claim such benefit or incentives or unutilised credits, stands transferred to the Transferee Company. All taxes / credits including income-tax, sales tax, excise duty, custom duty, service tax, value added tax, goods and service tax or any other direct or indirect taxes as may be applicable, etc. paid or payable by the Transferor Company before the Appointed Date, shall be on account of the Transferor Company. All the expenses incurred by the Transferor Company and the Transferee Company in relation to the amalgamation of the Transferor Company with the Transferee Company in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Transferee Company in accordance with Section 35DD of the Income Tax Act over a period of five (5) years beginning with the financial year in which this Scheme becomes effective; and
10.2.4 Obligation for deduction of tax at source on any payment made by or to be made by the Transferor Company, under Tax Laws or other Applicable Laws / regulations dealing with Taxes / duties / levies duly complied by the Transferor Company shall be made or deemed to have been made and duly complied with by the Transferee Company.

11. DISSOLUTION OF THE TRANSFEROR COMPANY

Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without winding up and the Board and any committees thereof shall without any further act, instrument or deed be and stand discharged. On and from the Effective Date, the name of the Transferor Company shall be deemed to be struck off from the records of the RoC.

12. IMPACT OF THE SCHEME ON NON-CONVERTIBLE DEBENTURE HOLDERS OF THE TRANSFEREE COMPANY

12.1 Pursuant to this Scheme, there will be no change in terms and conditions of the NCDs of the Transferee Company. Details of NCDs of the Transferee Company listed on NSE, are set out in Schedule I hereto.
12.2 Pursuant to the Scheme, the holders of the NCDs of the Transferee Company as on the Effective Date will continue to hold the NCDs, without any interruption and on the same terms including the coupon rate, the tenure, the redemption price, quantum, and the nature of security, ISIN etc. A certificate from the statutory auditor of the

Transferee Company certifying the payment/ repayment capability of the Company against the outstanding NCDs is referred to in Schedule I hereto.

12.3 The NCDs of the Company will continue to be freely tradeable and listed on NSE, thereby providing liquidity to the holders of the NCDs and accordingly, no exit offer is provided to holders of NCDs of the Company. Accordingly, this Scheme will have no adverse impact on the holders of the NCDs of the Company.
12.4 In view of provisions of this Clause 12, the Scheme will not have any adverse impact on the holders of the NCDs.

PART - III

ANCILLARY PROVISIONS AND GENERAL TERMS & CONDITIONS

13. VALIDITY OF EXISTING RESOLUTIONS, ETC.

13.1 Upon this Scheme coming into effect, the resolutions / power of attorneys / letter of authority(ies) executed by the Transferor Company and that are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions, power of attorney and letter of authority(ies) passed / executed by the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act or any other applicable statutory provisions, then such limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the new aggregate limits for each of the subject matters covered under such resolutions for the purpose of the Transferee Company.
13.2 Without prejudice to the generality of Clause 13.1 above, upon the Scheme coming into effect, the borrowing limit of the Transferee Company under Section 180(1)(c) of the Act shall be increased to INR 28,000 crore ( Twenty Eight Thousand Crore only ).
13.3 Without prejudice to the generality of Clause 13.1 above, upon the Scheme coming into effect, the limit under Section 180(1)(a) of the Act shall be increased in relation to creation or modification of security, mortgage, charges and hypothecation as may be necessary on the assets of the Transferee Company, in favour of the lenders and trustees of the holders of debentures/ bonds and/ or other instruments for the borrowings such that the outstanding amount of debt at any point of time does not exceed the limits mentioned in Clause 13.2 above.

14. DIVIDENDS

14.1 The Parties shall be entitled to declare and pay dividends to their respective shareholders in the ordinary course of business, whether interim or final.
14.2 It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of any of the Parties, as the case may be, to demand or claim or be entitled to any dividends which, subject to the provisions of

the Act, shall be entirely at the discretion of the Board of respective Parties, and subject to approval, if required, of the shareholders of the respective Parties.

15. FACILITATION PROVISION

15.1 Notwithstanding anything contained in this Scheme, on and after the Effective Date, until any property, asset, license, Permit, contract, agreement and rights and benefits arising therefrom pertaining to the Transferor Company, as the case may be, are recorded, effected and / or perfected, in the records of any Appropriate Authority or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, Permit, contract or agreement as if they were the owner of such property or asset or as if they were the original party to the license, Permit, contract or agreement.
15.2 The Transferee Company may, from time to time, in accordance with Act, rules and regulations framed by the SEBI including the SEBI (Issue of Capital and Disclosure) Regulations, 2018, SEBI (Issue and Listing of Non-Convertible Securities), Regulations 2021, and other Applicable Laws, issue securities to any Person (including by way of a rights issue, preferential allotment, private placement, qualified institutional placement, or any other permissible manner) at a price which is not lower than the base price computed for determining the share swap under this Scheme.
15.3 Upon the Scheme being effective, all contracts, agreements (including joint venture agreements, memorandum of understandings, consortium agreements), undertakings of whatsoever nature, whether written or otherwise, deeds, bonds, arrangements, service agreements, or other instruments, executed between the Transferor Company and its related parties, shall stand transferred to and vested in the Transferee Company, pursuant to this Scheme, and approval as required under Section 188 of the Act and Regulation 23 of the SEBI LODR Regulations shall be deemed to be obtained by the Transferee Company.
15.4 In terms of Regulation 23 read with Regulation 2(1)(zc) of the SEBI LODR Regulations, the Transferor Company has taken approval of its Audit Committee and, in certain cases, its shareholders for the related party transaction(s) (as defined in SEBI LODR Regulations) entered between itself and its related parties. Upon effectiveness of the Scheme, the Transferee Company will step into the shoes of the Transferor Company with respect to such related party transaction(s) and shall become party on the same terms and conditions. As an integral part of this Scheme, the approval of the Audit Committee and shareholders of the Transferor Company for such related party transaction(s) shall be deemed to be the approval, for the Transferee Company to be party to and undertake such related party transaction(s) on and with effect from the Appointed Date.
15.5 The Board of Transferee Company, upon effectiveness of the Scheme, shall always be deemed to have been authorized to do all the acts, deeds and things as may be required for and on behalf the Board of the Transferor Companies to give effect and implement the provisions of this Scheme, including executing any pleadings,

applications, instruments, forms, policies, schemes, filing of necessary particulars relating to mutation and/or substitution of the ownership or the title to or interest in the immovable properties of the Transferor Companies and/ or modifications of charge, fulfilling statutory obligations, approving, etc.

15.6 Notwithstanding anything to the contrary, if pursuant to the acquisition of equity shares of the Transferor Company under: (a) the respective share purchase agreements inter alia with the promoter of the Transferor Company and certain employees of the Transferor Company; and (b) the mandatory open offer made by the Transferee Company under Applicable Law, the shareholding of the Transferee Company exceeds 75% (seventy five percent) of the fully paid up equity share capital of the Transferor Company, in such case, the Transferee Company shall ensure that the Transferor Company satisfies the minimum public shareholding requirement prescribed under Applicable Laws prior to the Effective Date in the manner prescribed under Applicable Laws.

16. SAVING OF CONCLUDED TRANSACTIONS

Nothing in this Scheme shall affect any transaction or proceedings already concluded or liabilities incurred by the Transferor Company until the Effective Date, to the end and intent that the Transferee Company shall accept and adopt all acts, deeds and things done and executed by the Transferor Company in respect thereto, as done and executed on behalf of the Transferee Company.

17. BUSINESS UNTIL EFFECTIVE DATE

17.1 With effect from the date of approval of the Scheme by the respective Boards of the Parties and up to and including the Effective Date:
17.1.1 the Transferor Company shall carry on its business with reasonable diligence and business prudence and in the same manner as it has been hitherto conducting;
17.1.2 the Transferor Company may raise funds (without issue of further capital) through suitable mechanisms in accordance with Applicable Laws and subject to prior consent of the Transferee Company; and
17.1.3 the Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under Applicable Law for such consents, approvals and sanctions which the Transferee Company may require to carry on the business of the Transferor Company, as the case may be, and to give effect to the Scheme.
17.2 The Transferor Company with effect from the Appointed Date and up to and including the Effective Date:
17.2.1 shall be deemed to have been carrying on and shall carry on its respective businesses and activities and shall hold and stand possessed of its assets for and on account of, and in trust for the Transferee Company;

17.2.2 all profits or income arising or accruing to the Transferor Company and all Taxes paid / credits thereon (including but not limited to advance tax, tax deducted at source, dividend distribution tax, securities transaction tax, Taxes withheld / paid in a foreign country, income-tax, sales tax, excise duty, custom duty, service tax, value added tax, goods and services tax, etc.) by the Transferor Company in respect of the profits or activities or operation of the business or losses arising or incurred by the Transferor Company shall, be treated as and deemed to be the profits or income, taxes or losses or corresponding items as mentioned above of the Transferee Company and shall, in all proceedings, be dealt with accordingly; and
17.2.3 all loans raised and all liabilities and obligations undertaken by the Transferor Company after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Transferee Company in which it shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also, without any further act, instrument or deed be and be deemed to become the debts, liabilities, duties and obligations of the Transferee Company.

18. CONDITIONS PRECEDENT

18.1 Unless otherwise decided (or waived to the extent permissible under Applicable Law) jointly by the Parties, the effectiveness of the Scheme is conditional upon and subject to:
18.1.1 CCI (or any appellate authority in India which has appropriate jurisdiction) having granted approval (or being deemed, under Applicable Law, to have granted approval) for the transactions set out in this Scheme, and any conditions contained in such approval (or deemed approval) that are required to be satisfied at any time prior to the Effective Date having been so satisfied;
18.1.2 receipt of no-objection/ observation letter from the Stock Exchanges in relation to this Scheme under Regulation 37 and Regulation 59A of the SEBI LODR Regulations;
18.1.3 approval of this Scheme by the requisite majority of each class of shareholders and creditors of the Parties as applicable or as may be required under the Act and as may be directed by the Tribunal;
18.1.4 the Parties complying with other provisions of the SEBI Circulars, including the seeking approval of the shareholders through e-voting. The Scheme shall be acted upon only if the votes cast by the public shareholders of the Transferor Company in favour of the proposal are more than the number of votes cast by the public shareholders against it as required under the SEBI Master Circular;
18.1.5 the sanction of the Scheme by the Tribunal under Sections 230 to 232 of the Act;

18.1.6 certified/ authenticated copies of the order of the Tribunal, sanctioning the Scheme, being filed with the RoC by the Parties;
18.1.7 relevant approval or consent for this Scheme as may be required under Applicable Law from the Appropriate Authority hereto being obtained by the relevant Parties; and
18.1.8 any other conditions including any other necessary consents, approval or permission, as may be proposed by the Parties and mutually agreed between the Parties, prior or after the date of filing of the Scheme with the Tribunal, as conditions precedent to the effectiveness of the Scheme.
18.2 On the approval of this Scheme by the respective requisite majorities of the shareholders of each of the Parties as required under Applicable Law, such shareholders shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the arrangement set out in this Scheme, related matters and this Scheme itself and shall not cause or required to pass separate resolutions to that effect.

19. APPLICATIONS / PETITIONS TO THE TRIBUNAL

The Parties shall make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

20. MODIFICATION OR AMENDMENTS TO THIS SCHEME

20.1 The Board of the Parties may make any modifications or amendments to any matter affecting this Scheme. Such modifications or amendments may be made at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate.
20.2 The Boards of the relevant Parties may consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose.
20.3 For the purposes of giving effect to this Scheme or to any modification hereof, the Boards of the relevant Parties, acting jointly or individually, as may be relevant, give such directions including directions for settling any question or difficulty that may arise and such directions shall be binding on the Parties as if the same were specifically incorporated in this Scheme.

21. WITHDRAWAL OF THIS SCHEME AND NON-RECEIPT OF APPROVALS

21.1 Parties, acting jointly, shall be at liberty to withdraw the Scheme, any time before the Scheme is effective.
21.2 In the event of withdrawal of the Scheme under Clause 21.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person.

21.3 In the event of any of the requisite sanctions and approvals not being obtained on or before such date as may be agreed to by the relevant Parties, this Scheme or relevant part(s) of this Scheme shall become null and void and each Party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

22. COSTS AND EXPENSES

All costs, charges and expenses (including, but not limited to, any taxes and duties, stamp duty, registration charges, etc.) of in relation to or in connection with the Scheme and incidental to the completion of transactions contemplated under this Scheme shall be borne and paid equally by the Parties, unless otherwise mutually agreed by the Parties in writing.

Schedule I

Details of NCDs of the Transferee Company listed on NSE as on 29 June 2025

ISIN	INE685A07082
Face value	As on 28.06.2025 - Rs 1,42,840
No. of NCDs	10,000
Dividend/ Coupon	Coupon Type: Floating Coupon rate [Benchmark + Spread] % p.a. Benchmark: 182 days GOI TBILL rate published by RBI for the latest auction carried out prior to Interest reset date. Spread: 1.72% p.a. Coupon reset at an interval of every six months. Latest applicable coupon rate post reset: 7.15% p.a.
Term of payment of dividends/ coupon including frequency etc.	Coupon payment frequency: Annual
Credit Rating	1. ICRA Ltd has assigned credit rating of [ICRA] AA+ (Stable). 2. assigned rating of IND AA+ (Stable).
Tenure/ Maturity	8 Years / December 12, 2025
The terms of redemption	7 equal annual repayments starting from end of 2ndyear from the date of allotment
Amount of redemption	Redemption already done as per redemption schedule: 13-Dec-2019 -Rs 1,42,860.00 per NCD 14-Dec-2020 -Rs 1,42,860.00 per NCD 14-Dec-2021 -Rs 1,42,860.00 per NCD 14-Dec-2022 -Rs 1,42,860.00 per NCD 14-Dec-2023- Rs 1,42,860,00 per NCD 13-Dec-2024 -Rs 1,42,860.00 per NCD

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----- Start of picture text -----

Next due dates and amount for redemption:
12-Dec-2025 Rs 1,42,840.00 per NCD
Date of redemption Redemption already done as per redemption schedule:
13-Dec-2019 Rs 1,42,860.00 per NCD
14-Dec-2020 Rs 1,42,860.00 per NCD
14-Dec-2021 Rs 1,42,860.00 per NCD
14-Dec-2022 Rs 1,42,860.00 per NCD
14-Dec-2023 Rs 1,42,860,00 per NCD
13-Dec-2024 Rs 1,42,860.00 per NCD
Next due dates for redemption:
12-Dec-2025 Rs 1,42,840.00 per NCD
Redemption Not Applicable. Redemption at par
premium/ discount
Early redemption Not Applicable
scenarios, if any
Safeguards for the Not Applicable
protection of holders
of NCDs
Exit offer to the Not Applicable
dissenting holders of
NCDs, if any
Other embedded Put / Call date: December 14, 2022
features (put option, The said option was not exercised hence the NCDs will mature on
call option, dates, 12 [th] December, 2025 in accordance with the redemption schedule.
notification times
etc.)
Other terms of Not Applicable
instruments
Latest audited https://www.torrentpharma.com/investors/financial-
-
financials along with info/quarterly results/
notes to accounts
and any audit
qualifications
https://www.torrentpharma.com/
certificate certifying
the payment/
repayment capability
of the Transferee
Company
----- End of picture text -----

Fairness Report		https://www.torrentpharma.com/
Any other information/details pertinent for holders of NCDs		Not Applicable
Name of debenture trustee		IDBI TRUSTEESHIP SERVICES LIMITED

Annexure - 2

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Annexure - 3

Annexure - 4

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF J.B. CHEMICALS & PHARMACEUTICALS LIMITED ON MARCH 25, 2026 IN ACCORDANCE WITH SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 IN CONNECTION WITH THE SCHEME OF AMALGAMATION OF J.B. CHEMICALS & PHARMACEUTICALS LIMITED WITH TORRENT PHARMACEUTICALS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Background

J. B. Chemicals & Pharmaceuticals Limited (“ Transferor Company ”) is inter alia engaged in the business of manufacturing and marketing of diverse range of pharmaceutical formulations and active pharmaceutical ingredients. The equity shares of the Transferor Company are listed on BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (NSE and BSE collectively referred to as the “ Stock Exchanges ”).
Torrent Pharmaceuticals Limited (“ Transferee Company ”) is inter alia engaged in the business of research and development, manufacturing, marketing, promoting and sale of pharmaceutical products. The equity shares of the Transferee Company are listed on BSE and NSE.
The Board of Directors (“ Board ”) of the Transferor Company at its board meeting held on 29 June 2025 have approved the draft of the scheme of amalgamation of the Transferor Company with the Transferee Company (“ Scheme ”) in accordance with Sections 230 to 232 of the Companies Act, 2013 and the rules made thereunder (“ Act ”) and other relevant provisions under applicable laws.
While deliberating on the Scheme, the Board of the Transferor Company had inter alia considered the following:
(a) draft Scheme proposed under Section 230 to 232 of the Act;
(b) the draft merger implementation agreement between Tau Investment Holdings Pte. Ltd. , Transferor Company and the Transferee Company (the “ Merger Implementation Agreement ”) to operationalise and give effect to the Scheme;
(c) joint valuation report dated 29 June 2025 i ssued by BDO Valuation Advisory LLP ( Registration No. IBBI/RV-E/02/2019/103), and Ernst & Young Merchant Banking Services LLP (Registration No. IBBI/RV-E/05/2021/155) being the

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registered valuers, recommending the fair equity share exchange ratio (“ Joint Valuation Report ”);

(d) the fairness opinion dated 29 June 2025 issued by ICICI Securities Limited (Registration No. MB/INM000011179), an independent Securities and Exchange Board of India (“ SEBI ”) registered category – I merchant banker (“ Fairness Opinion ”) on the fairness of the share exchange ratio determined under the Joint Valuation Report in connection with the Scheme;
(e) copy of the report of the Audit Committee recommending the Scheme to the Board of Directors of the Transferor Company;
(f) copy of the report of the Committee of Independent Directors recommending the Scheme to the Board of Directors of the Transferor Company;
(g) copy of the resolution of the Audit Committee dated 28 June 2025 recommending the Scheme to the Board of Directors of the Transferor Company;
(h) the resolution dated 28 June 2025 passed by the Committee of Independent Directors of the Company recommending the Scheme to the Board;
(i) the draft compliance report to be executed by Whole-time Director, Company Secretary and Chief Financial Officer pursuant to SEBI Scheme Circular; and
(j) other documents, representations, reports and information required to be furnished by the Transferor Company in its application to the Stock Exchanges, under the SEBI Master Circular.
After considering the documents referred above, the Board of the Transferor Company approved the draft Scheme.
As per Section 232(2)(c) of the Act, a report adopted by the directors of the Transferor Company explaining the effect of the compromise on each class of shareholders (including promoters and non-promoter shareholders), key managerial personnel (“ KMPs ”), laying out in particular the share exchange ratio and specifying any special valuation difficulties, needs to be circulated to the members or class of members and creditors or class of creditors, as the case may be, for the meeting of the members or class of members or creditors or class of creditors, as the case may be, along with the

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notice convening such meeting.

Accordingly, as per Section 232(2)(c) of the Act, the Board of the Transferor Company at its meeting held on 29 June 2025 took on record the following impact of the Scheme on the shareholders, KMPs, promoters and non-promoter shareholders of the Transferor Company. In the opinion of the Board of the Transferor Company, the Scheme will be advantageous and beneficial to the Transferor Company, its shareholders and other stakeholders for the reasons set out in the rationale of the Scheme and the terms thereof are fair and reasonable.

Rationale of the Scheme

The Board of Directors took note that the amalgamation of the Transferor Company into and with the Transferee Company will be in the best interest of the Transferor Company and its shareholders, employees, creditors and other stakeholders as the proposed arrangement will yield advantages as set out inter alia :

(a) enhance the product offerings of the Transferee Company and more effectively meets the customer needs by leveraging the combined portfolio of products with enhanced marketing capabilities of both Companies.
(b) unlock new market opportunities and expand access to customer coverage through more comprehensive and synergistic product portfolio;
(c) enhance operational, organizational and financial efficiencies, and achieve economies of scale by pooling of resources;
(d) an integrated and coordinated approach will allow for a more efficient allocation of capital and cash management;
(e) reduction in multiple entities and regulatory compliances will further reduce the overall compliance and overhead costs;
(f) consolidation of administrative and managerial functions and elimination of multiple record-keeping, inter alia other expenditure and optimal utilization of resources;
(g) improve organizational capability and leadership, arising from the pooling of human capital that has diverse skills, talent, and vast experience to compete

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in an increasingly competitive industry; and

(h) diversified and consolidated portfolio of branded products that will strengthen existing base in focus segment and will help to strategize the business for long term sustainable growth.
In terms of Clause 7.1 of the Scheme and upon the Scheme coming into effect, the Transferee Company shall issue and allot on proportionate basis to the shareholders of the Company, other than the Transferee Company, whose name is recorded in the register of members and/ or records of the depository on the Record Date (as defined in the Scheme), in the following manner:

51 (Fifty-One) fully paid-up equity shares of the Transferee Company having face value of INR 5 (Rupees Five only) each for every 100 (One Hundred) fully paid-up equity shares of INR 1 (Rupee One only) each of the Transferor Company.

The Joint Valuation Report of the registered valuer and the Fairness Opinion have been duly considered by the Board and the Board has come to the conclusion that the share exchange ratio specified in the Scheme is fair and reasonable.
There is no mention in the Joint Valuation Report of any special difficulties faced in the valuation.

Effect of the Scheme on Shareholders (Promoter and Non-Promoter Shareholders) of the Transferor Company

In connection with the effect of the Scheme on the shareholders of the Transferor Company, the equity shares of the Transferee Company shall be issued to the eligible shareholders of the Transferor Company as on the Record Date ( as defined in the Scheme ) as per the Share Exchange Ratio.
Upon the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up and the shareholders of the Transferor Company, except the Transferee Company itself, shall become shareholders of the Transferee Company.

Effect of the Scheme on Directors and KMPs of the Transferor Company

The Directors and KMPs of the Transferor Company or their relatives do not have any interest in the Scheme, financially or otherwise, except as shareholders of the

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Transferor Company, where applicable. Upon dissolution of the Transferor Company, the Directors and KMPs of the Transferor Company shall cease to be the Directors and KMPs of the Transferor Company.

Effect of the Scheme on creditors of the Transferor Company

Under the Scheme, there is no compromise or arrangement with the creditors (including lenders and trade creditors) of the Transferor Company. The liabilities towards the creditors of the Transferor Company under the Scheme, is neither being reduced nor being extinguished and will become liabilities of the Transferee Company. The Transferor Company does not have any depositors and has not issued any debentures. The Transferee Company, in terms of the Scheme shall assume all liabilities of the Transferor Company.

Adoption of the report by the Board

The report of the Audit Committee of the Transferor Company and report of the Independent Directors of the Transferor Company, Joint Valuation Report and the Fairness Opinion have been taken on record by the Board and the Board has come to the conclusion that share exchange ratio specified in the Scheme is fair and reasonable to the shareholders of the Transferor Company.

In the opinion of the Board, the Scheme will be of advantage and beneficial to the Transferor Company, its shareholders and other stakeholders.

For and on behalf of the Board of Directors of J. B. Chemicals & Pharmaceuticals Limited

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____

Name: Arun Duggal Chairman DIN: 00024262 Place: Gurgaon Date: March 25, 2026

Annexure - 5

-orre � nt� PHARffiR

REPORT ADOPTED BY THE DIRECTORS OF TORRENT PHARMACEUTICALS LIMITED AT ITS MEETING HELD ON 29-JUN-25 IN ACCORDANCE WITH SECTION 232(2)(() OF THE COMPANIES ACT, 2013 IN CONNECTION WITH THE SCHEME OF AMALGAMATION OF J.B. CHEMICALS & PHARMACEUTICALS LIMITED WITH TORRENT PHARMACEUTICALS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

1. Background

1.1. A meeting of the Board of Directors ("Board") of Torrent Pharmaceuticals Limited ("Company" or "Transferee Company') was held on 29-Jun-25 to approve the draft Scheme of Amalgamation of J.B. Chemicals & Pharmaceuticals Limited ("JB Chemicals" or "Transferor Company") with the Company and their respective shareholders under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme").
1.2. The Scheme under Sections 230 to 232 and other applicable provisions of the Act provides for the amalgamation of the Transferor Company with the Company and various other matters consequent and incidental thereto.
1.3. Pursuant to Section 232(2)(c) of the Act, the Board is required to adopt a report explaining the effect of the arrangement on each class of shareholders, key managerial personnel ("KMPs"), promoters and non-promoter shareholders of the Company laying out in particular the share exchange ratio and specifying any special valuation difficulties and the same is required to be circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.
1.4. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c) of the Act.
1.5. The following documents were, inter alia, placed before the Board, duly initialed by the Company Secretary of the Company for the purpose of identification:
([a) ] Draft Scheme;
([b] ) Joint Share exchange ratio report dated 29-Jun-25 issued by Ernst & Young Merchant Banking Services LLP (Registration No. IBBI/RV-E/05/2021/155), Registered Valuer and, BDO Valuation Advisory LLP , (IBBI Registration Number: IBBI/RV-E/02/2019/103, Registered Valuer ("Registered Valuers") ("Joint Share Exchange Ratio Report");
([c] ) Fairness opinion dated 29-Jun-25 issued by issued by Axis Capital Limited (SEBI Merchant Registration No. MB/INM000012029) ("Merchant Banker") ("Fairness Opinion") on the fairness of the share exchange ratio determined under the Joint Share Exchange Ratio Report in connection with the proposed Scheme;

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(d) Undertaking with regards to non-applicability of requirements prescribed in terms of Paragraph A.10.(a) read with Paragraph A.10.(b) of Part I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 ("SEBI Master Circular") and certificate dated 29-Jun-25, obtained from B S R & Co. LLP, Chartered Accountants, (ICAI

. . 1 Reg .Office : Torrent House, Off Ashram Road, Ahmedabad - 380 009, India. Phone: +91 79 26599000, Fax : +91 79 26582100, www.torrentpharma.com

TORRENT PHARMACEUTICALS LIMITED

CIN: L24230GJ1972PLC002126 . . Page 1 o ,.f 1 4

Annexure - 6

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Ref: NSE/LIST/49818/49819

The Company Secretary, Torrent Pharmaceuticals Limited

February 17, 2026

The Company Secretary, JB Chemicals & Pharmaceuticals Limited

Dear Sir/Madam,

Sub: Observation Letter for draft scheme of arrangement between JB Chemicals & Pharmaceuticals Limited (Transferor Company) and Torrent Pharmaceuticals Limited (Transferee Company) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for and relevant rules made thereunder.

This is with reference to the captioned draft scheme filed by JB Chemicals & Pharmaceuticals Limited and Torrent Pharmaceuticals Limited.

Based on our letter reference no. NSE/LIST/49818/49819 dated January 08, 2026, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, read with Regulation 37, 94 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated January 29, 2026 has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Listed Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.
d) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023, and ensure that all the liabilities of Transferor Companies are transferred to the Transferee Company.
e) The Company shall ensure that information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable.

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138

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Ref: NSE/LIST/49818/49819

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February 17, 2026

f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.
g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.
h) shall mandatorily be in demat form only.
i) complying with the relevant clauses mentioned in the scheme document.
j) The Company shall ensure that entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s).
k) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.
m)The Company shall ensure that to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.
n) The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision -
i. Need for the merger and demerger, Rationale of the scheme, Synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
iii. Projections considered for valuation of transferor company and transferee company along with justification for growth rate considered for valuation of transferor company and transferee company.

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139

Continuation Sheet

Ref: NSE/LIST/49818/49819

February 17, 2026

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iv. Latest financials of transferor company and transferee company not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.
v. Pre and Post scheme shareholding of transferor company and transferee company as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
vi. Capital built-up of transferor company and transferee company since incorporation and last 3 years shareholding pattern filed by transferor company and transferee company with ROC.
vii. Details of Revenue, PAT and EBIDTA of transferor company and transferee company for last 3 years.
viii. Value of Assets and liabilities of transferor company that are being transferred to transferee company and post-amalgamation balance sheet of transferee company.
ix. Details of potential benefits and risks associated with the amalgamation, including integration challenges, market conditions and financial uncertainties.
x. Financial implication of amalgamation on Promoters, Public Shareholders and the companies involved, synergies between transferor company and transferee company along with inter company transactions between them.
xi. Disclose all actions taken and/or initiated against the transferor company including its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders along with its status.
xii. Disclose the impact on reserves of transferee company pursuant to the scheme of arrangement along with quantitative details showing the impact for both pre & post the scheme of arrangement and the same is accordance with applicable accounting standards and other applicable provisions of the Companies Act, 2013. Disclose the approval requirement of shareholders under the Companies Act, 2013 and other relevant details.
xiii. The scheme shall be acted upon subject to the applicant complying with the Para 10 (a) & (b) of Part I of SEBI Master Circular issued on June 20, 2023 and relevant clauses mentioned in the scheme document.

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140

Continuation Sheet

Ref: NSE/LIST/49818/49819

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February 17, 2026

o) The Company shall ensure that the listed entity involved in the proposed scheme shall disclose the No Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.
p) The Company shall ensure to take necessary steps to complete the listing of securities and commence the trading of such securities within sixty days of receipt of the order of the NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity are listed.

Based on our letter reference no. NSE/LIST/49818/49819 dated January 23, 2026 submitted to SEBI pursuant to Chapter XII of the SEBI Master Circular ref. no. SEBI/HO/DDHS/DDHSPoD-1/P/CIR/2024/48 dated May 21,2024 read with 59A and 94A (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated February 17, 2026 respectively has inter alia given the following comment(s) on the draft scheme of arrangement:

q) The entities involved in the proposed scheme shall not make any mis-statement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Operational Circular, for listing obligations and disclosure requirements for Non-Convertible Securities, Securitized Debt Instruments and/or Commercial Paper.
r) The Company shall ensure that the observations of SEBI/ Stock Exchange shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
s) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.
t) The Company shall ensure that the listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange on its website within 24 hours of receiving the same.
u) The Company shall ensure that the details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the resultant Company, its promoters and directors, are disclosed in the scheme filed before Hon'ble NCLT.
v) The Company shall ensure that the "Scheme" shall be acted upon subject to the entities complying with the relevant clauses mentioned in the scheme documents.
w) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/tribunals shall be made without specific written consent of SEBI.

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141

Continuation Sheet

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February 17, 2026

x) The Company shall ensure, the entity(les) involved in the proposed scheme has compiled with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.
y) Please note that the submission of documents/information in accordance with the Circular to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.
z) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given terms of Regulation 37 and 59A of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

February 17, 2026, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

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142

Continuation Sheet

Ref: NSE/LIST/49818/49819

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February 17, 2026

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 and 59A of SEBI LODR, 2015 Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Shiwani Mundhra Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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143

Annexure - 11 Colly

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Date: 18 December 2025

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai 400 001.

Scrip Code: 506943

Ref: Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

Regulations.

Sub: Scheme of Amalgamation of and their respective

Dear Sir/ Madam,

This is in reference to the Scheme filed by the Transferor Company and Transferee Company with NSE and BSE, pursuant to Regulation 37 of the Listing Regulations.

Annexure to this letter.

The Report on Complaints is also being uploaded on the website of the Transferor Company, i.e., https://jbpharma.com/

We request you to take the above on record.

For and behalf of J. B. Chemicals & Pharmaceuticals Limited

Sandeep Phadnis Vice President Secretarial & Company Secretary

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Annexure

COMPLAINTS REPORT

[In respect of Scheme of Amalgamation of J.B. Chemicals & Pharmaceuticals Limited with Torrent Scheme

Period of Complaints Report: 24 July 2025 to 17 December 2025

Part A

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----- Start of picture text -----

Sr. Particulars Number
No.
1. Number of complaints received directly Nil
2. Number of complaints forwarded by Stock Exchanges Nil
3. Total Number of complaints/comments received (1+2) Nil
4. Number of complaints resolved Not applicable
5. Number of complaints pending Not applicable
----- End of picture text -----

Part B

Sr. No.	Name of complainant Date of complaint Status (Resolved/Pending) Brief Details of the Complaint
1.	Not Applicable

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Annexure - 12 Colly

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Date: 19 December 2025

To, The Manager - Listing Dept., National Stock Exchange of India Ltd., Exchange Plaza, 5[th] Floor, Plot No. C/1, G. Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051

Symbol: JBCHEPHARM

Ref: Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

Regulations.

Sub: Scheme of Amalgamation of and their respective

Dear Sir/ Madam,

This is in reference to the Scheme filed by the Transferor Company and Transferee Company with NSE and BSE, pursuant to Regulation 37 of the Listing Regulations.

As required by NSE vide its communication dated 19 Annexure to this letter.

The Report on Complaints is also being uploaded on the website of the Transferor Company, i.e., https://jbpharma.com/

We request you to take the above on record.

For and behalf of J. B. Chemicals & Pharmaceuticals Limited

Sandeep Phadnis Vice President Secretarial & Company Secretary

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Annexure

COMPLAINTS REPORT

[In respect of Scheme of Amalgamation of J.B. Chemicals & Pharmaceuticals Limited with Torrent Scheme

Period of Complaints Report: 1 October 2025 to 17 December 2025

Part A

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Part B

Sr. No.	Name of complainant Date of complaint Status (Resolved/Pending) Brief Details of the Complaint
1.	Not Applicable

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Annexure - 13

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Ernst & Young Merchant Banking Services LLP Tel: +91 22 61920000 Registered Valuer ey.com Registration No. IBBI/RV-E/05/2021/155 14th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar West, Mumbai – 400 028, India

To,

The Audit Committee/The Board of Directors of Torrent Pharmaceuticals Limited, Torrent Pharmaceuticals Limited Torrent House, Off. Ashram Road Ahmedabad– 380 009, Gujarat.

Re: valuation report dated 29 June 2025 on Fair equity share exchange ratio for the proposed amalgamation of J.B. Chemicals and Pharmaceuticals Limited into Torrent Pharmaceuticals Limited

Dear Sir / Madam,

This is with reference to the report dated 29 June 2025 on “Fair equity share exchange ratio for the proposed amalgamation of J.B. Chemicals and Pharmaceuticals Limited into Torrent Pharmaceuticals Limited” (the “Report”). We understand that stock exchanges has raised certain queries.

Query

Provide Detailed (PAT) projec�ons for both TPL & JCPL.

Response:

Refer annexures 1 and 2 for forecast up to PAT level received from Management.

Query

Cost approach ra�onale: A detailed explana�on for not assigning any weight to the Cost Approach in the valua�on, including the specific limita�ons or asset characteris�cs that make this approach less relevant in the present case.

Response:

Net Asset Value (NAV) method under cost approach gives the historical cost of the assets and may not be indicator of the true worth of the assets in terms of income genera�ng poten�al. For example, en��es or certain por�on of the businesses could have grown in the past either organically or through acquisi�ons, and the rela�ve contribu�on of both these strategies could be different in the 2 en��es. This would make the comparison of historical net worth not really on a like to like basis, since intangible/goodwill on acquisi�on would be lower for en�ty that has grown organically.

Query

Market price method workings: The complete workings for the Market Price Method, including data sources, selec�on criteria, adjustments applied.

Response:

A�ached in annexure 3 and annexure 4

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Query

Recent transac�on price workings: The detailed workings for the price of recent transac�ons considered, including transac�on dates, counterpar�es, comparability assessment, any normaliza�on or adjustments made, and how these were incorporated into the valua�on.

Response: Asset transacted: Equity shares of JB Chemicals and Pharmaceu�cals Ltd Price: INR 1,600 per equity share Transac�on Date: binding agreement signed on 29 June 2025, expected to close a�er comple�on of customary condi�on precedent.

Buyer: Torrent Pharmaceu�cals Limited (“TPL”) Seller: Tau Investment Holdings Pte. Ltd Detail working of price: Not applicable since price independently nego�ated between two unrelated par�es.

Comparability assessment: directly comparable since represents transac�on between informed buyer/seller in the valua�on subject itself and no further adjustment made while giving weight to determine the swap.

Thanking You,

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Ernst & Young Merchant Banking Services LLP Registered Valuer Registration No. IBBI/RV-E/05/2021/155

Amish Mehta Partner

IBBI Membership No.: IBBI/RV/05/2019/11654 Date: 31 December 2025

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Annexure 1 – Detailed projec�ons of Torrent Pharmaceu�cals Limited

Currency:₹mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Audited/unaudited/forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Number of months	12	12	12	12	12
Net sales	129,882	146,238	163,408	182,824	204,919
Cost of materials consumed	(42,599)	(47,066)	(51,012)	(56,265)	(62,231)
Gross profit	87,283	99,172	112,396	126,558	142,688
Total expenses	(44,621)	(50,676)	(55,479)	(62,134)	(69,292)
Operating EBITDA*	42,662	48,496	56,918	64,424	73,395
Depreciation and amortisation	(8,177)	(8,341)	(8,511)	(8,624)	(7,885)
EBIT	34,485	40,154	48,406	55,800	65,510
Finance costs	(2,069)	(70)	(90)	(90)	(90)
PBT	32,417	40,084	48,316	55,710	65,420
Other income	79	100	120	160	216
Tax	(8,314)	(10,281)	(12,392)	(14,293)	(16,792)
PAT	24,182	29,904	36,045	41,576	48,844

puted below:

Currency:₹mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Audited/unaudited/forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Number of months	12	12	12	12	12
EBITDA (Before reducing rent)	42,662	48,496	56,918	64,424	73,395
Less: Lease rent	(300)	(300)	(300)	(300)	(300)
EBITDA(After reducing rent)	42,362	48,196	56,618	64,124	73,095

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Annexure 2 – Detailed projec�ons of JB Chemicals and Pharmaceu�cals Limited

Currency:₹mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Number of months	12	12	12	12	12
Net sales	44,060	49,100	54,750	60,690	67,460
Cost of materials consumed	(14,530)	(16,060)	(17,070)	(18,810)	(20,790)
Gross profit	29,530	33,040	37,680	41,880	46,670
Employee benefit expenses	(6,960)	(7,725)	(8,575)	(9,518)	(10,565)
Other expenses	(9,870)	(11,095)	(12,495)	(13,872)	(15,465)
Total expenses	(16,830)	(18,820)	(21,070)	(23,390)	(26,030)
Operating EBITDA*	12,700	14,220	16,610	18,490	20,640
Depreciation and amortisation	(1,825)	(1,996)	(2,124)	(2,140)	(2,160)
EBIT	10,875	12,224	14,486	16,350	18,480
Finance costs	(51)	(50)	(50)	(50)	(50)
PBT	10,824	12,174	14,436	16,300	18,430
Other income	600	860	995	1,498	2,045
Tax	(2,913)	(3,324)	(3,888)	(4,490)	(5,180)
PAT	8,511	9,710	11,542	13,307	15,295

puted below:

Currency:₹mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Audited/unaudited/forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Number of months	12	12	12	12	12
EBITDA (Before reducing rent)	12,700	14,220	16,610	18,490	20,640
Less: Lease rent	(97)	(98)	(99)	(99)	(100)
EBITDA (After reducing rent)	12,603	14,122	16,511	18,391	20,540

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Annexure 3

Value per equity share of Torrent Pharmaceuticals Limited as per Market Price Method

Date	Turnover (₹)	Volume
27-Jun-25	5,789,394,699	1,739,609
26-Jun-25	1,175,285,916	367,033
25-Jun-25	866,518,050	269,778
24-Jun-25	561,709,898	176,732
23-Jun-25	1,114,010,414	352,562
20-Jun-25	975,558,934	307,885
19-Jun-25	733,138,738	230,664
18-Jun-25	768,737,184	238,143
17-Jun-25	997,488,439	305,553
16-Jun-25	1,362,604,614	418,900
Total	14,344,446,886	4,406,859
	A	B
Price	(A/B)	3,255.0

Source: National Stock Exchange of India Ltd (NSE)

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Annexure 4

Value per equity share of JB Chemicals and Pharmaceuticals Ltd as per Market Price Method

Date	Turnover (₹)	Volume
27-Jun-25	438,117,006	21,695
26-Jun-25	168,829,184	9,787
25-Jun-25	679,769,951	30,590
24-Jun-25	226,296,994	16,265
23-Jun-25	464,950,006	27,495
20-Jun-25	1,081,331,935	46,291
19-Jun-25	116,228,112	11,937
18-Jun-25	91,681,114	7,894
17-Jun-25	222,467,692	17,415
16-Jun-25	138,522,848	12,653
Total	3,628,194,842	2,046,991
	A	B
Price	(A/B)	1,772.5

Source: National Stock Exchange of India Ltd (NSE)

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169

Tel: +91 22 6974 0300 BDO Valuation Advisory LLP www.bdo.in The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Ref. No.: LM/Dec301/2025

December 30, 2025

To,

The Board of Directors

J B Chemicals and Pharmaceuticals Neelam Centre B Wing 4th Floor Hind Cycle Road Worli, Mumbai, Maharashtra, India, 400030

Ref: Clarification to Queries Raised by Bombay Stock Exchange

Sub: Scheme of amalgamation of J.B. Chemicals & Pharmaceuticals Limited (“Transferor Company” or “JCPL”) into and with Torrent Pharmaceuticals Limited (“Transferee Company” or “TPL”) and their respective shareholders and creditors (“Scheme”/ “Scheme of Amalgamation”)

Dear Sir(s)/ Madam(s),

This is with reference to the joint report (‘Report’) issued by BDO Valuation Advisory LLP (“BDO” or “Us” or “Our”) and Ernst & Young Merchant Banking Services LLP (“EY”) and Valuation Annexure dated June 29, 2025.

Subsequent to this Report, an email was received on December 29, 2025, from JCPL, forwarding the clarifications sought by BSE Limited (“BSE”) requesting us to reply on the queries stated below.

Query No. 7. Provide Detailed (PAT) projections for both TPL & JCPL:

Refer Annexures 1 and 2 for forecast up to PAT level received from Management.

Query No. 8. Cost approach rationale: A detailed explanation for not assigning any weight to the Cost Approach in the valuation, including the specific limitations or asset characteristics that make this approach less relevant in the present case:

Cost/Asset approach valuation is mainly used in case where the asset base dominates the earnings capability. In a going concern scenario, the earning power, as reflected under the Income and Market approaches, is of greater importance than the values arrived at on the net asset basis which is based on historical costs and excludes inherent intangibles therefore being of limited relevance. Further, since TPL & JCPL have future earnings potential, we have not considered Cost approach for valuation and have applied DCF Method under Income Approach and Market Price Method under Market Approach for the valuation exercise.

Query No. 9. Market price method workings: The complete workings for the Market Price Method, including data sources, selection criteria, adjustments applied:

Detailed valuation workings considered for computation of the exchange ratio (including workings for Market price) are provided in the Annexure Report dated June 29, 2025. The same has been annexed as a separate file to this document (Annexure 3) for ease of reference.

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___________________ BDO Valuation Advisory LLP, an Indian limited liability partnership firm, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the International BDO network of independent member firms.

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Tel: +91 22 6974 0300 BDO Valuation Advisory LLP www.bdo.in The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Query No. 10. Recent transaction price workings: The detailed workings for the price of recent transactions considered, including transaction dates, counterparties, comparability assessment, any normalization or adjustments made, and how these were incorporated into the valuation.

We have applied Market Approach using market price as per Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 (“SAST”) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR”) & the Income Approach (Discounted Cashflow Method) giving appropriate weightages. Transaction price method has not been applied in the current valuation; hence this query would not be applicable to the valuations performed by us.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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Lata Gujar More Partner

IBBI No.: IBBI/RV/06/2018/10488

___________________BDO Valuation Advisory LLP, an Indian limited liability partnership firm, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the International BDO network of independent member firms.

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Tel: +91 22 6974 0300 BDO Valuation Advisory LLP www.bdo.in The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Annexures:

Annexure 1: Detailed projections of Torrent Pharmaceuticals Limited

Currency: ₹ Mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Audited/unaudited/forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Numberof months	12	12	12	12	12
Net sales	129,882	146,238	163,408	182,824	204,919
Cost of materials consumed	(42,599)	(47,066)	(51,012)	(56,265)	(62,231)
Gross profit	87,283	99,172	112,396	126,558	142,688
Total expenses	(44,621)	(50,676)	(55,479)	(62,134)	(69,292)
Operating EBITDA	42,662	48,496	56,918	64,424	73,395
Depreciation and amortisation	(8,177)	(8,341)	(8,511)	(8,624)	(7,885)
EBIT	34,485	40,154	48,406	55,800	65,510
Finance costs	(2,069)	(70)	(90)	(90)	(90)
PBT	32,417	40,084	48,316	55,710	65,420
Other income	79	100	120	160	216
Tax	(8,314)	(10,281)	(12,392)	(14,293)	(16,792)
PAT	24,182	29,904	36,045	41,576	48,844

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___________________BDO Valuation Advisory LLP, an Indian limited liability partnership firm, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the International BDO network of independent member firms.

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Tel: +91 22 6974 0300 BDO Valuation Advisory LLP www.bdo.in The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Annexure 2: Detailed projections of JB Chemicals and Pharmaceuticals Limited

Currency: ₹ Mn	31-Mar-26	31-Mar-27	31-Mar-28	31-Mar-29	31-Mar-30
Forecast	Forecast	Forecast	Forecast	Forecast	Forecast
Numberof months	12	12	12	12	12
Net sales	44,060	49,100	54,750	60,690	67,460
Cost of materials consumed	(14,530)	(16,060)	(17,070)	(18,810)	(20,790)
Gross profit	29,530	33,040	37,680	41,880	46,670
Employee benefit expenses	(6,960)	(7,725)	(8,575)	(9,518)	(10,565)
Other expenses	(9,870)	(11,095)	(12,495)	(13,872)	(15,465)
Total expenses	(16,830)	(18,820)	(21,070)	(23,390)	(26,030)
Operating EBITDA	12,700	14,220	16,610	18,490	20,640
Depreciation and amortisation	(1,825)	(1,996)	(2,124)	(2,140)	(2,160)
EBIT	10,875	12,224	14,486	16,350	18,480
Finance costs	(51)	(50)	(50)	(50)	(50)
PBT	10,824	12,174	14,436	16,300	18,430
Other income	600	860	995	1,498	2,045
Tax	(2,913)	(3,324)	(3,888)	(4,490)	(5,180)
PAT	8,511	9,710	11,542	13,307	15,295

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Tel: +91 22 6974 0300 BDO Valuation Advisory LLP www.bdo.in The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

Annexure 3: Annexure Report dated June 29, 2025

Attached Separately.

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186

Annexure - 14 Colly

187

188

189

190

191

192

193

194

195

Annexure - 15 Colly

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Regd. Office : Neelam Centre, ‘B’ Wing, 4[th] Floor, Hind Cycle Road, Worli, Mumbai 400 030. Corporate Office : Cnergy IT Park, Unit A2, 3[rd] Floor, Unit A, 8[th] Floor, Appa Saheb Marathe Marg, Prabhadevi, Mumbai – 400 025.

Phone: 022-2439 5200 / 2439 5500 Fax : 022 – 2431 5331/ 2431 5334

CIN : L24390MH1976PLC019380 Website: www.jbpharma.com E-mail : [email protected]

1 Name of Listed Entity : J. B. CHEMICALS & PHARMACEUTICALS LTD.
2 Scrip Code/Name of Scrip/ Class of Security : BSE - 506943/ NSE - JBCHEPHARM/ Equity Shares
3 Shareholding pattern filed under Reg. 31(1)(b) as on 31/03/2025
4 Declaration :-

	Particulars	Yes	No
1	Whether the Listed Entityhas issued any partly paid upshares?		No
2	Whether the Listed Entityhas issued anyConvertible Securities ?		No
3	Whether the Listed Entityhas issued anyWarrants ?		No
4	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		No
5	Whether the Listed Entityhas anyshares in locked-in?	Yes
6	Whether anyshares held by promoters arepledge or otherwise encumbered?		No
7	Whether companyhas equityshares with differential votingrights?		No
8	Whether the listed entityhas anysignificant beneficial owner?		No

196

Table I - Summary Statement holding of specified securities

Catego ry (I)	Category of shareholder (II)	Nos. of share holders (III)	No. of fully paid up equity shares held (IV)	No. of partly paid-up equity shares held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding as a % of total no. of shares (Calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of (A+B+ C)
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(A)	Promoter and Promoter Group	1	74481519	0	0	74481519	47.84	74481519	0	74481519	47.84	0	0.00	0	0.00	0	0.00	74481519
(B)	Public	63947	81195689	0	0	81195689	52.16	81195689	0	81195689	52.16	0	0.00	21549	0.01	0	0.00	80689119
(C)	Non Promoter - Non Public	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C1)	Shares underlyingDRs	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C2)	Shares held byEmployee Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Total	63948	155677208	0	0	155677208	100.00	155677208	0	155677208	100.00	0	0.00	21549	0.01	0	0.00	155170638

197

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of equity shares held in dematerializ ed form (XIV)	Shareholder Type (Promoter/ Promoter Group)
						No of voting Rights			Total as a % of Total voting rights
						Class X	Class Y	Total
1	Indian
(a)	Individuals/Hindu Undivided Family	0	0	0	0.00	0	0	0	0.00	0.00	0
(b)	Central Government/State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00	0
(c)	Financial Institutions/Banks	0	0	0	0.00	0	0	0	0.00	0.00	0
(d)	AnyOther(specify)		0	0	0.00	0	0	0	0.00	0.00	0
	Sub Total(A)(1)	0	0	0	0.00		0		0.00	0.00	0
2	Foreign
(a)	Individuals (Non-Resident Individuals/Foreign Individuals)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(b)	Government	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(c)	Institutions	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(d)	Foreign Portfolio Investor	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)	AnyOther(specify)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)(i)	Bodies Corporate	1	74481519	74481519	47.84	74481519	0	74481519	47.84	47.84	74481519
	TAU INVESTMENT HOLDINGS PTE. LTD.		74481519	74481519	47.84	74481519	0	74481519	47.84	47.84	74481519	Promoter
	Sub Total(A)(2)	1	74481519	74481519	47.84	74481519	0	74481519	47.84	47.84	74481519
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1	74481519	74481519	47.84	74481519	0	74481519	47.84	47.84	74481519

198

Table III - Statement showing Shareholding Pattern of the Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of underlyin Depositor Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of underlying outstandin convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
1	Institutions(Domestic)
(a)	Mutual Funds	31	25320571	0	0	25320571	16.26	25320571	0	25320571	16.26	0	16.26	0	0.00	0	0.00	25318571	0	0	0
	KOTAK EMERGING EQUITY SCHEME*		6611824	0	0	6611824	4.25	6611824	0	6611824	4.25	0	4.25	0	0.00	0	0.00	6611824	0	0	0
	AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS SMALL CAP FUND*		5121484	0	0	5121484	3.29	5121484	0	5121484	3.29	0	3.29	0	0.00	0	0.00	5121484	0	0	0
	NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON INDIA PHARMA FUND*		3584587	0	0	3584587	2.30	3584587	0	3584587	2.30	0	2.30	0	0.00	0	0.00	3584587	0	0	0
	CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO SMALL CAP FUND*		2974874	0	0	2974874	1.91	2974874	0	2974874	1.91	0	1.91	0	0.00	0	0.00	2974874	0	0	0
	FRANKLIN INDIA SMALLER COMPANIES FUND		1658029	0	0	1658029	1.07	1658029	0	1658029	1.07	0	1.07	0	0.00	0	0.00	1658029	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Alternate Investment Funds	14	1063295	0	0	1063295	0.68	1063295	0	1063295	0.68	0	0.68	0	0.00	0	0.00	1063295	0	0	0
(d)	Banks	3	6000	0	0	6000	0.00	6000	0	6000	0.00	0	0.00	0	0.00	0	0.00	3000	0	0	0
(e)	Insurance Companies	13	2749538	0	0	2749538	1.77	2749538	0	2749538	1.77	0	1.77	0	0.00	0	0.00	2746538	0	0	0
(f)	Provident Funds/Pension Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(i)	NBFCs registered with RBI	1	550	0	0	550	0.00	550	0	550	0.00	0	0.00	0	0.00	0	0.00	550	0	0	0
(j)	Other Financial Institutions	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(k)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(k)(i)	Qualified Institutional Buyer	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(1)	62	29139954	0	0	29139954	18.72	29139954	0	29139954	18.72	0	18.72	0	0.00	0	0.00	29131954	0	0	0
2	Institutions(Foreign)
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(b)	Foreign Venture Capital Investors	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	233	25960374	0	0	25960374	16.68	25960374	0	25960374	16.68	0	16.68	0	0.00	0	0.00	25960374	0	0	0
	GOVERNMENT PENSION FUND GLOBAL		2654237	0	0	2654237	1.70	2654237	0	2654237	1.70	0	1.70	0	0.00	0	0.00	2654237	0	0	0
	ABERDEEN STANDARD SICAV I - INDIAN EQUITY FUND		1704677	0	0	1704677	1.10	1704677	0	1704677	1.10	0	1.10	0	0.00	0	0.00	1704677	0
	SMALLCAP WORLD FUND, INC		1641148	0	0	1641148	1.05	1641148	0	1641148	1.05	0	1.05	0	0.00	0	0.00	1641148	0
(e)	Foreign Portfolio Investors CategoryII	22	2503049	0	0	2503049	1.61	2503049	0	2503049	1.61	0	1.61	0	0.00	0	0.00	2503049	0	0	0
(f)	Foreign Portfolio Investors CategoryIII	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Overseas Depositories(holding	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	AnyOther(specify)	2	22319	0	0	22319	0.01	22319	0	22319	0.01	0	0.01	0	0.00	0	0.00	22319	0	0	0
(h)(i)	FII	1	21319	0	0	21319	0.01	21319	0	21319	0.01	0	0.01	0	0.00	0	0.00	21319	0	0	0
(h)(ii)	Foreign Banks	1	1000	0	0	1000	0.00	1000	0	1000	0.00	0	0.00	0	0.00	0	0.00	1000	0	0	0
(h)(iii)	AnyOther	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(2)	257	28485742	0	0	28485742	18.30	28485742	0	28485742	18.30	0	18.30	0	0.00	0	0.00	28485742	0	0	0
3	Central Government/State Government(s)/ President of India							0		0
(a)	Central Government / President of India	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(b)	State Government/Governor	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(d)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	OTHERS/OTHERS Promoter	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(3)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0

199

4	Non-institutions
(a)	Associate companies/Subsidiaries	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(b)	Directors and their relatives(excluding	1	50	50	0.00	50	50	0.00	0.00	0	0.00	0.00	50
(c)	KeyManagerial Personnel	1	1000	1000	0.00	1000	1000	0.00	0.00	0	0.00	0.00	1000
(d)	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(e)	Trusts where any person belongingto	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(f)	Investor Education and Protection Fund	1	578113	578113	0.37	578113	578113	0.37	0.37	0	0.00	0.00	578113
(g)	Individual shareholders holding nominal share capital up to Rs 2 Lakhs	60461	18984898	18984898	12.20	18984898	18984898	12.20	12.20	21549	0.02	0.00	18491328
(h)	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs	3	1686716	1686716	1.08	1686716	1686716	1.08	1.08	0	0.00	0.00	1686716
(i)	NRI	1741	1003839	1003839	0.64	1003839	1003839	0.64	0.64	0	0.00	0.00	1003839
(j)	Foreign National	1	6000	6000	0.00	6000	6000	0.00	0.00	0	0.00	0.00	6000
(k)	Foreign Companies	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(l)	Bodies Corporate	389	772298	772298	0.50	772298	772298	0.50	0.50	0	0.00	0.00	767298
(m)	AnyOther(specify)	1030	537079	537079	0.34	537079	537079	0.34	0.34	0	0.00	0.00	537079
(m)(i)	Trusts	4	2097	2097	0.00	2097	2097	0.00	0.00	0	0.00	0.00	2097
(m)(ii)	ClearingMember	1	4	4	0.00	4	4	0.00	0.00	0	0.00	0.00	4
(m)(ii)	HUF	1025	534978	534978	0.34	534978	534978	0.34	0.34	0	0.00	0.00	534978
	Sub Total (B)(4)	63628	23569993	23569993	15.14	23569993	23569993	15.14	15.14	21549	0.01	0.00	23071423
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)	63947	81195689	81195689	52.16	81195689	81195689	52.16	52.16	21549	0.01	0.00	80689119

*** shares held by KOTAK MUTUAL FUND, AXIS MUTUAL FUND, NIPPON LIFE INDIA, CANARA MUTUAL FUND and FRANKLIN MUTUAL FUND under various schemes are clubbed here due to PAN number being same. The name of the shareholder mentioned is the one holding highest number of sh**

200

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(1)	Custodian/ DR Holder	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
(2)	Employee Benefit Trust (under SEBI (Share Based Employee Benefit)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0

201

Annexure B

Table VI - Statement showing foreign ownership limits

	Board approved limits (%)	Limits utilized (%)


As on shareholding date	100	66.42
As on the end of previous 1st Quarter	100	66.34
As on the end of previous 2nd Quarter	100	67.70
As on the end ofprevious 3rd Quarter	100	68.58
As on the end ofprevious 4th Quarter	100	65.26

202

==> picture [112 x 69] intentionally omitted <==

Phone: 022-2439 5200 / 2439 5500 Fax : 022 – 2431 5331/ 2431 5334

CIN : L24390MH1976PLC019380 Website: www.jbpharma.com E-mail : [email protected]

1 Name of Listed Entity : J. B. CHEMICALS & PHARMACEUTICALS LTD.
2 Scrip Code/Name of Scrip/ Class of Security : BSE - 506943/ NSE - JBCHEPHARM/ Equity Shares
3 Shareholding pattern filed under Reg. 31(1)(b) as on 31/03/2024
4 Declaration :-

	Particulars	Yes	No
1	Whether the Listed Entityhas issued any partly paid upshares?		No
2	Whether the Listed Entityhas issued anyConvertible Securities ?		No
3	Whether the Listed Entityhas issued anyWarrants ?		No
4	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		No
5	Whether the Listed Entityhas anyshares in locked-in?	Yes
6	Whether anyshares held by promoters arepledge or otherwise encumbered?		No
7	Whether companyhas equityshares with differential votingrights?		No
8	Whether the listed entityhas anysignificant beneficial owner?		No

203

Table I - Summary Statement holding of specified securities

Catego ry (I)	Category of shareholder (II)	Nos. of share holders (III)	No. of fully paid up equity shares held (IV)	No. of partly paid-up equity shares held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding as a % of total no. of shares (Calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	shares (XII) Number of Locked in	shares (XII) Number of Locked in	encumbered (XIII) Number of shares pledged or otherwise	encumbered (XIII) Number of shares pledged or otherwise	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of (A+B+ C)
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(A)	Promoter and Promoter Group	1	83464664	0	0	83464664	53.78	83464664	0	83464664	53.78	0	0.00	0	0.00	0	0.00	83464664
(B)	Public	63891	71730136	0	0	71730136	46.22	71730136	0	71730136	46.22	0	0.00	31834	0.02	0	0.00	71122206
(C)	Non Promoter - Non Public	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C1)	Shares underlyingDRs	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C2)	Shares held byEmployee Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Total	63892	155194800	0	0	155194800	100.00	155194800	0	155194800	100.00	0	0.00	31834	0.02	0	0.00	154586870

204

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of equity shares held in dematerializ ed form (XIV)	Shareholder Type (Promoter/ Promoter Group)
						No of voting Rights			Total as a % of Total voting rights
						Class X	Class Y	Total
1	Indian
(a)	Individuals/Hindu Undivided Family	0	0	0	0.00	0	0	0	0.00	0.00	0
(b)	Central Government/State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00	0
(c)	Financial Institutions/Banks	0	0	0	0.00	0	0	0	0.00	0.00	0
(d)	AnyOther(specify)		0	0	0.00	0	0	0	0.00	0.00	0
	Sub Total(A)(1)	0	0	0	0.00		0		0.00	0.00	0
2	Foreign				0.00
(a)	Individuals (Non-Resident Individuals/Foreign Individuals)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(b)	Government	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(c)	Institutions	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(d)	Foreign Portfolio Investor	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)	AnyOther(specify)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)(i)	Bodies Corporate	1	83464664	83464664	53.78	83464664	0	83464664	53.78	53.78	83464664
	TAU INVESTMENT HOLDINGS PTE. LTD.		83464664	83464664	53.78	83464664	0	83464664	53.78	53.78	83464664	Promoter
	Sub Total(A)(2)	1	83464664	83464664	53.78	83464664	0	83464664	53.78	53.78	83464664
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1	83464664	83464664	53.78	83464664	0	83464664	53.78	53.78	83464664

205

Table III - Statement showing Shareholding Pattern of the Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of underlyin Depositor Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	No of underlying outstandin convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	shares (XII) Number of Locked in	shares (XII) Number of Locked in	encumbered (XIII) Number of shares pledged or otherwise	encumbered (XIII) Number of shares pledged or otherwise	Number of equity shares held in dematerializ ed form (XIV)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
1	Institutions(Domestic)
(a)	Mutual Funds	34	23971963	0	0	23971963	15.45	23971963	0	23971963	15.45	0	15.45	0	0.00	0	0.00	23969963	0	0	0
	NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON INDIA PHARMA FUND*		4885267	0	0	4885267	3.15	4885267	0	4885267	3.15	0	3.15	0	0.00	0	0.00	4885267	0	0	0
	AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS SMALL CAP FUND*		4192426	0	0	4192426	2.70	4192426	0	4192426	2.70	0	2.70	0	0.00	0	0.00	4192426	0	0	0
	INVESCO INDIA CONTRA FUND *		1873374	0	0	1873374	1.21	1873374	0	1873374	1.21	0	1.21	0	0.00	0	0.00	1873374	0	0	0
	CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO SMALL CAP FUND*		1827703	0	0	1827703	1.18	1827703	0	1827703	1.18	0	1.18	0	0.00	0	0.00	1827703	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Alternate Investment Funds	8	879727	0	0	879727	0.57	879727	0	879727	0.57	0	0.57	0	0.00	0	0.00	879727	0	0	0
(d)	Banks	4	7000	0	0	7000	0.00	7000	0	7000	0.00	0	0.00	0	0.00	0	0.00	3000	0	0	0
(e)	Insurance Companies	12	3669086	0	0	3669086	2.36	3669086	0	3669086	2.36	0	2.36	0	0.00	0	0.00	3666086	0	0	0
	KOTAK MAHINDRA LIFE INSURANCE COMPANY LTD.		1551953	0	0	1551953	1.00	1551953	0	1551953	1.00	0	1.00	0	0.00	0	0.00	1551953	0	0	0
(f)	Provident Funds/Pension Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(i)	NBFCs registered with RBI	2	551	0	0	551	0.00	551	0	551	0.00	0	0.00	0	0.00	0	0.00	551	0	0	0
(j)	Other Financial Institutions	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(k)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Qualified Institutional Buyer
	Sub Total(B)(1)	60	28528327	0	0	28528327	18.38	28528327	0	28528327	18.38	0	18.38	0	0.00	0	0.00	28519327	0	0	0
2	Institutions(Foreign)
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(b)	Foreign Venture Capital Investors	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	175	16710838	0	0	16710838	10.77	16710838	0	16710838	10.77	0	10.77	0	0.00	0	0.00	16710838	0	0	0
	GOVERNMENT PENSION FUND GLOBAL		2472312	0	0	2472312	1.59	2472312	0	2472312	1.59	0	1.59	0	0.00	0	0.00	2472312	0	0	0
(e)	Foreign Portfolio Investors CategoryII	18	445390	0	0	445390	0.29	445390	0	445390	0.29	0	0.29	0	0.00	0	0.00	445390	0	0	0
(f)	Foreign Portfolio Investors CategoryIII	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Overseas Depositories(holding	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	AnyOther(specify)	1	1000	0	0	1000	0.00	1000	0	1000	0.00	0	0.00	0	0.00	0	0.00	1000	0	0	0
(h)(i)	FII	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)(ii)	Foreign Banks	1	1000	0	0	1000	0.00	1000	0	1000	0.00	0	0.00	0	0.00	0	0.00	1000	0	0	0
(h)(iii)	AnyOther	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(2)	194	17157228	0	0	17157228	11.06	17157228	0	17157228	11.06	0	11.06	0	0.00	0	0.00	17157228	0	0	0
3	Central Government/State Government(s)/ President of India							0		0
(a)	Central Government / President of India	1	8596	0	0	8596	0.01	8596	0	8596	0.01	0	0.01	0	0.00	0	0.00	8596	0	0	0
(b)	State Government/Governor	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(d)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	OTHERS/OTHERS Promoter	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total (B)(3)	1	8596	0	0	8596	0.01	8596	0	8596	0.01	0	0.01	0	0.00	0	0.00	8596	0	0	0

206

4	Non-institutions
(a)	Associate companies/Subsidiaries	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(b)	Directors and their relatives(excluding	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(c)	KeyManagerial Personnel	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(d)	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(e)	Trusts where any person belongingto	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(f)	Investor Education and Protection Fund	1	565618	565618	0.36	565618	565618	0.36	0.36	0	0.00	0.00	565618
(g)	Individual shareholders holding nominal share capital up to Rs 2 Lakhs	60286	20391724	20391724	13.14	20391724	20391724	13.14	13.14	31834	0.02	0.00	19797794
(h)	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs	4	2402304	2402304	1.55	2402304	2402304	1.55	1.55	0	0.00	0.00	2402304
(i)	NRI	1853	1266183	1266183	0.82	1266183	1266183	0.82	0.82	0	0.00	0.00	1266183
(j)	Foreign National	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(k)	Foreign Companies	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(l)	Bodies Corporate	463	839753	839753	0.54	839753	839753	0.54	0.54	0	0.00	0.00	834753
(m)	AnyOther(specify)	1029	570403	570403	0.37	570403	570403	0.37	0.37	0	0.00	0.00	570403
(m)(i)	Trusts	7	5294	5294	0.00	5294	5294	0.00	0.00	0	0.00	0.00	5294
(m)(ii)	ClearingMember	4	224	224	0.00	224	224	0.00	0.00	0	0.00	0.00	224
(m)(ii)	HUF	1018	564885	564885	0.36	564885	564885	0.36	0.36	0	0.00	0.00	564885
	Sub Total (B)(4)	63636	26035985	26035985	16.78	26035985	26035985	16.78	16.78	31834	0.02	0.00	25437055
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)	63891	71730136	71730136	46.22	71730136	71730136	46.22	46.22	31834	0.02	0.00	71122206

*** shares held by NIPPON LIFE INDIA, AXIS MUTUAL FUND, INVESCO INDIA and CANARA MUTUAL FUND under various schemes are clubbed here due to PAN number being same. The name of the shareholder mentioned is the one holding highest number of shares with the same PAN.**

207

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	(IX) No of voting Rights held in each class of securities	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	shares (XII) Number of Locked in	shares (XII) Number of Locked in	encumbered (XIII) Number of shares pledged or otherwise	encumbered (XIII) Number of shares pledged or otherwise	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(1)	Custodian/ DR Holder	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
(2)	Employee Benefit Trust (under SEBI (Share Based Employee Benefit)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0

208

Annexure B Table VI - Statement showing foreign ownership limits

	Board approved limits(%)	Limits utilized(%)

As on shareholdingdate	100	65.26
As on the end ofprevious 1st Quarter	100	63.96
As on the end ofprevious 2nd Quarter	100	64.37
As on the end ofprevious 3rd Quarter	100	64.62
As on the end ofprevious 4th Quarter	100	63.13

209

==> picture [99 x 65] intentionally omitted <==

Phone: 022-2439 5200 / 2439 5500 Fax : 022 – 2431 5331/ 2431 5334

CIN : L24390MH1976PLC019380 Website: www.jbpharma.com E-mail : [email protected]

1 Name of Listed Entity : J. B. CHEMICALS & PHARMACEUTICALS LTD.

2 Scrip Code/Name of Scrip/ Class of Security : BSE - 506943/ NSE - JBCHEPHARM/ Equity Shares
3 Shareholding pattern filed under Reg. 31(1)(b) as on 31/03/2023
4 Declaration :-

	Particulars	Yes	No
1	Whether the Listed Entityhas issued any partly paid upshares?		No
2	Whether the Listed Entityhas issued anyConvertible Securities ?		No
3	Whether the Listed Entityhas issued anyWarrants ?		No
4	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		No
5	Whether the Listed Entityhas anyshares in locked-in?	Yes
6	Whether anyshares held by promoters arepledge or otherwise encumbered?		No
7	Whether companyhas equityshares with differential votingrights?		No
8	Whether the listed entityhas anysignificant beneficial owner?		No

210

Table I - Summary Statement holding of specified securities

Catego ry (I)	Category of shareholder (II)	Nos. of share holders (III)	No. of fully paid up equity shares held (IV)	No. of partly paid-up equity shares held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding as a % of total no. of shares (Calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) =(VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of (A+B+ C)
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(A)	Promoter and Promoter Group	1	41732332	0	0	41732332	53.93	41732332	0	41732332	53.93	0	0.00	0	0.00	0	0.00	41732332
(B)	Public	56632	35645252	0	0	35645252	46.07	35645252	0	35645252	46.07	0	0.00	1482	0.00	0	0.00	35162460
(C)	Non Promoter - Non Public	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C1)	Shares underlyingDRs	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(C2)	Shares held byEmployee Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Total	56633	77377584	0	0	77377584	100.00	77377584	0	77377584	100.00	0	0.00	1482	0.00	0	0.00	76894792

211

Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of equity shares held in dematerializ ed form (XIV)	Shareholder Type (Promoter/ Promoter Group)
						No of voting Rights			Total as a % of Total voting rights
						Class X	Class Y	Total
1	Indian
(a)	Individuals/Hindu Undivided Family	0	0	0	0.00	0	0	0	0.00	0.00	0
(b)	Central Government/State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00	0
(c)	Financial Institutions/Banks	0	0	0	0.00	0	0	0	0.00	0.00	0
(d)	AnyOther(specify)		0	0	0.00	0	0	0	0.00	0.00	0
	Sub Total(A)(1)	0	0	0	0.00		0		0.00	0.00	0
2	Foreign
(a)	Individuals (Non-Resident Individuals/Foreign Individuals)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(b)	Government	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(c)	Institutions	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(d)	Foreign Portfolio Investor	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)	AnyOther(specify)	0	0	0	0.00	0.00	0	0	0.00	0.00	0
(e)(i)	Bodies Corporate	1	41732332	41732332	53.93	41732332	0	41732332	53.93	53.93	41732332
	TAU INVESTMENT HOLDINGS PTE. LTD.		41732332	41732332	53.93	41732332	0	41732332	53.93	53.93	41732332	Promoter
	Sub Total(A)(2)	1	41732332	41732332	53.93	41732332	0	41732332	53.93	53.93	41732332
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1	41732332	41732332	53.93	41732332	0	41732332	53.93	53.93	41732332

212

Table III - Statement showing Shareholding Pattern of the Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of underlyin Depositor Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of underlying outstandin convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)	Sub-categorisation of shares (XV) Sub- category (i) Sub- category (ii) Sub- categor y (iii) Shareholding (No. of shares)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
1	Institutions(Domestic)
(a)	Mutual Funds	31	12510999	0	0	12510999	16.17	12510999	0	12510999	16.17	0	16.17	0	0.00	0	0.00	12509999	0	0	0
	NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON INDIA PHARMA FUND*		2590911	0	0	2590911	3.35	2590911	0	2590911	3.35	0	3.35	0	0.00	0	0.00	2590911	0	0	0
	INVESCO INDIA CONTRA FUND *		1478717	0	0	1478717	1.91	1478717	0	1478717	1.91	0	1.91	0	0.00	0	0.00	1478717	0	0	0
	CANARA ROBECO MUTUAL FUND A/C CANARA ROBECO SMALL CAP FUND*		1159761	0	0	1159761	1.50	1159761	0	1159761	1.50	0	1.50	0	0.00	0	0.00	1159761	0	0	0
	FRANKLIN INDIA SMALLER COMPANIES FUND		1111988	0	0	1111988	1.44	1111988	0	1111988	1.44	0	1.44	0	0.00	0	0.00	1111988	0	0	0
	AXIS MUTUAL FUND TRUSTEE LIMITED A/C AXIS MUTUAL FUND A/C AXIS SMALL CAP FUND		903568	0	0	903568	1.17	903568	0	903568	1.17	0	1.17	0	0.00	0	0.00	903568	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Alternate Investment Funds	5	405369	0	0	405369	0.52	405369	0	405369	0.52	0	0.52	0	0.00	0	0.00	405369	0	0	0
(d)	Banks	4	3500	0	0	3500	0.00	3500	0	3500	0.00	0	0.00	0	0.00	0	0.00	1500	0	0	0
(e)	Insurance Companies	11	1846659	0	0	1846659	2.39	1846659	0	1846659	2.39	0	2.39	0	0.00	0	0.00	1845159	0	0	0
	KOTAK MAHINDRA LIFE INSURANCE COMPANY LTD.		924761	0	0	924761	1.20	924761	0	924761	1.20	0	1.20	0	0.00	0	0.00	924761	0	0	0
(f)	Provident Funds/Pension Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(i)	NBFCs registered with RBI	2	826	0	0	826	0.00	826	0	826	0.00	0	0.00	0	0.00	0	0.00	826	0	0	0
(j)	Other Financial Institutions	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(k)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Qualified Institutional Buyer						0.00
	Sub Total(B)(1)	53	14767353	0	0	14767353	19.08	14767353	0	14767353	19.08	0	19.08	0	0.00	0	0.00	14762853	0	0	0
2	Institutions (Foreign)						0.00
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(b)	Foreign Venture Capital Investors	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	142	6323544	0	0	6323544	8.17	6323544	0	6323544	8.17	0	8.17	0	0.00	0	0.00	6323544	0	0	0
	GOVERNMENT PENSION FUND GLOBAL		1236156	0	0	1236156	1.60	1236156	0	1236156	1.60	0	1.60	0	0.00	0	0.00	1236156	0	0	0
(e)	Foreign Portfolio Investors CategoryII	14	351026	0	0	351026	0.45	351026	0	447380	0.45	0	0.45	0	0.00	0	0.00	351026	0	0	0
(f)	Foreign Portfolio Investors CategoryIII	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(g)	Overseas Depositories(holding	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)	AnyOther(specify)	1	500	0	0	500	0.00	500	0	500	0.00	0	0.00	0	0.00	0	0.00	500	0	0	0
(h)(i)	FII	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(h)(ii)	Foreign Banks	1	500	0	0	500	0.00	500	0	500	0.00	0	0.00	0	0.00	0	0.00	500	0	0	0
(h)(iii)	AnyOther	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(2)	157	6675070	0	0	6675070	8.63	6675070	0	6675070	8.63	0	8.63	0	0.00	0	0.00	6675070	0	0	0
3	Central Government/State Government(s)/ President of India							0		0
(a)	Central Government / President of India	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(b)	State Government/Governor	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter	1	68	0	0	68	0.00	68	0	68	0.00	0	0.00	0	0.00	0	0.00	68	0	0	0
(d)	AnyOther(specify)	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	OTHERS/OTHERS Promoter	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0	0	0
	Sub Total(B)(3)	1	68	0	0	68	0.00	68	0	68	0.00	0	0.00	0	0.00	0	0.00	68	0	0	0

213

4	Non-institutions			0	0.00	0	0
(a)	Associate companies/Subsidiaries	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(b)	Directors and their relatives(excluding	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(c)	KeyManagerial Personnel	2	2151	2151	0.00	2151	2151	0.00	0.00	0	0.00	0.00	2151
(d)	Relatives of promoters (other than immediate relatives of promoters disclosed under 'Promoter and Promoter Group' category)	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(e)	Trusts where any person belongingto	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(f)	Investor Education and Protection Fund	1	267332	267332	0.35	267332	267332	0.35	0.35	0	0.00	0.00	267332
(g)	Individual shareholders holding nominal share capital up to Rs 2 Lakhs	53535	10642391	10642391	13.75	10642391	10642391	13.75	13.75	1482	0.00	0.00	10169024
(h)	Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs	5	1721259	1721259	2.22	1721259	1721259	2.22	2.22	0	0.00	0.00	1721259
(i)	NRI	1482	743735	743735	0.96	743735	743735	0.96	0.96	0	0.00	0.00	743735
(j)	Foreign National	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(k)	Foreign Companies	0	0	0	0.00	0	0	0.00	0.00	0	0.00	0.00	0
(l)	Bodies Corporate	396	507714	507714	0.66	507714	507714	0.66	0.66	0	0.00	0.00	502789
(m)	AnyOther(specify)	1000	318179	318179	0.41	318179	318179	0.41	0.41	0	0.00	0.00	318179
(m)(i)	Trusts	1	921	921	0.00	921	921	0.00	0.00	0	0.00	0.00	921
(m)(ii)	ClearingMember	8	2379	2379	0.00	2379	2379	0.00	0.00	0	0.00	0.00	2379
(m)(ii)	HUF	991	314879	314879	0.41	314879	314879	0.41	0.41	0	0.00	0.00	314879
	Sub Total (B)(4)	56421	14202761	14202761	18.36	14202761	14202761	18.36	18.36	1482	0.00	0.00	13724469
	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)	56632	35645252	35645252	46.07	35645252	35645252	46.07	46.07	1482	0.00	0.00	35162460

*** shares held by NIPPON LIFE INDIA, INVESCO INDIA, CANARA MUTUAL FUND and AXIS MUTUAL FUND under various schemes are clubbed here due to PAN number being same. The name of the shareholder mentioned is the one holding highest number of shares with the same PAN.**

214

Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder

	Category and Name of the shareholders (I)	No. of shareh olders (III)	No. of fully paid up equity shares held (IV)	Partly paid-up equity held (V)	No. of shares underlying Depository Receipts (VI)	Total Nos. shares held (VII = IV+V+VI)	Shareholding % calculate as per SCRR 1957 As a % of (A+B+C2) (VIII)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of voting Rights held in each class of securities (IX)	No of shares underlying outstanding convertible Securities (including warrants) (X)	Shareholding as a % assuming full conversion of convertible securities(as a % of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of shares pledged or otherwise encumbered (XIII)	Number of shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerializ ed form (XIV)
								No of voting Rights			Total as a % of Total voting rights
								Class X	Class Y	Total				No. (a)	As a % of total shares held (b)	No. (a)	As a % of total shares held (b)
(1)	Custodian/ DR Holder	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
(2)	Employee Benefit Trust (under SEBI (Share Based Employee Benefit)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0	0.00	0	0.00	0

215

Annexure B Table VI - Statement showing foreign ownership limits

	Board approved limits (%)	Limits utilized (%)
As on shareholding date	100	63.13
As on the end of previous 1st Quarter	100	63.47
As on the end of previous 2nd Quarter	100	63.23
As on the end of previous 3rd Quarter	100	63.34
As on the end of previous 4th Quarter	100	63.84

216

Statement of Holding of Specified securities

1. Name of Listed Entity: TORRENT PHARMACEUTICALS LIMITED

2. Scrip Code/Name of Scrip/Class of Security:

500420 TORNTPHARM

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

a. if under 31(1)(b) then indicate the report for quarter ending
b. if under 31(1)(c) then indicate date of allotment/extinguishment

31.03.2025 Not Applicable

4. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:

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Particulars YES NO
1 Whether the Listed Entity has issued any partly paid up shares
2 Whether the Listed Entity has issued any Convertible Securities or
Warrants?
3 Whether the Listed Entity has any shares against which depository
receipts are issued?
4 Whether the Listed Entity has any shares in locked-in?
5 Whether any shares held by promoters are pledge or otherwise
encumbered?
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*if the Listed Entity selects the option 'NO' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified securities.

5 The tabular format for disclosure of holding of specified securities is as follows:

217

Table I - Summary Statement holding of specified securities

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Category Category of No of No of fully No of No of Total No of Sharehold Number of Voting Rights held in each class No of Shares Shareholdin Number of Number of Shares Number of
Shareholder Shareholders paid up Partly Shares Shares Held ing as a % of securities Underlying g as a % Locked in pledged or equity shares
equity paid-up Underlying of total no Outstanding assuming Shares otherwise held in
shares held equity Depository of shares convertible full encumbered dematerialized
shares Receipts securities conversion form
held (Including of
Warrants) convertible
Securities
(as a
percentage
of diluted
share
capital)
No of Voting Rights Total as No. As a % No. As a %
a % of of total of total
(A+B+ Shares Shares
C) held held
Class X Class Y Total
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)
(A) Promoter & 9 231185400 0 0 231185400 68.31 231185400 0 231185400 68.31 0 68.31 0 0.00 0 0.00 231185400
Promoter
Group
(B) Public 85996 107260040 0 0 107260040 31.69 107260040 0 107260040 31.69 0 31.69 0 0.00 NA NA 106740876
(C) Non Promoter-
Non Public
(C1) Shares 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0
underlying
DRs
(C2) Shares held 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0
by Employees
Trusts
Total: 86005 338445440 0 0 338445440 100.00 338445440 0 338445440 100.00 0 100.00 0 0.00 0 0.00 337926276
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218

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

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Category & Name of the Entity type No of No of fully paid up No of No of Total No of Shareholdi Number of Voting Rights held in each class of No of Shares Shareholdi Number of Number of Shares Number of
Shareholder i.e promoter OR Promoter Shareh equity shares held Partly Shares Shares Held ng as a % securities Underlying ng as a % Locked in pledged or otherwise equity shares
group entity (except olders paid-up Underlying (IV+V+VI) of total no Outstanding assuming Shares encumbered held in
promoter) equity Depository of shares convertible full dematerialized
shares Receipts (A+B+C2) securities conversion form
held (Including of
Warrants) convertible
Securities
(as a
percentage
of diluted
share
capital)
No of Voting Rights Total as a No. As a No. As a % of
% of % of total Shares
(A+B+C) total held
Share
s held
Class X Class Y Total
(I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)
(1) Indian
(a) Individuals/Hindu undivided 8 2000 0 0 2000 0.00 2000 0 2000 0.00 0 0.00 0 0.00 0 0.00 2000
Family
SUDHIR UTTAMLAL Promoter 1 400 0 0 400 0.00 400 0 400 0.00 0 0.00 0 0.00 0 0.00 400
MEHTA
SAMIR UTTAMLAL MEHTA Promoter 1 400 0 0 400 0.00 400 0 400 0.00 0 0.00 0 0.00 0 0.00 400
ANITA SUDHIR MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
SAPNA SAMIR MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
JINAL SUDHIR MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
VARUN SUDHIR MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
SHAAN MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
AMAN MEHTA Promoter Group 1 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 0 0.00 200
(b) Central Government/State 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
Government(s)
(c) Financial Institutions/Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
(d) Any Other 1 231183400 0 0 231183400 68.31 231183400 0 231183400 68.31 0 68.31 0 0.00 0 0.00 231183400
TORRENT INVESTMENTS Promoter 1 231183400 0 0 231183400 68.31 231183400 0 231183400 68.31 0 68.31 0 0.00 0 0.00 231183400
LIMITED (FORMERLY
KNOWN AS TORRENT
INVESTMENTS PRIVATE
LIMITED)
MEHTA FAMILY TRUST 1 Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
MEHTA FAMILY TRUST 2 Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
MEHTA FAMILY TRUST 3 Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
MEHTA FAMILY TRUST 4 Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
Sub-Total (A)(1) 9 231185400 0 0 231185400 68.31 231185400 0 231185400 68.31 0 68.31 0 0.00 0 0.00 231185400
(2) Foreign
(a) Individuals (Non-Resident 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Individuals/Foreign Individuals
(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
(d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
(e) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
Sub-Total (A)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
Total Shareholding of 9 231185400 0 0 231185400 68.31 231185400 0 231185400 68.31 0 68.31 0 0.00 0 0.00 231185400
Promoter and Promoter
Group (A)=(A)(1)+(A)(2)
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Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.: NA

Note:

(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
^ The Company has received a letter dated 15-Apr-25 from Mehta Family Trust 1, Mehta Family Trust 2, Mehta Family Trust 3 and Mehta Family Trust 4 confirming compliance with the Securities and Exchange Board of India (SEBI) Exemption Order no. WTM/ASB/CFD/3/2023-24 dated 17-Oct-23 passed under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992 read with Regulation 11(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

219

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Table III - Statement showing shareholding pattern of the Public shareholder
Category & Name of the Shareholder ShareholdersNo of No of fully paid up equity shares held paid-up equity No of Partly shares held No of Shares Underlying Depository Shares Held Total No of (IV+V+VI) Shareholding as a % of total no of shares Number of Voting Rights held in each class of securities No of Shares Outstanding Underlying Shareholding as a % assuming full conversion of Number of Locked in Shares pledged or otherwise Number of Shares encumbered dematerialized formNumber of equity shares held in Sub-categorization of shares
Receipts (A+B+C2) convertible convertible Securities
securities (as a percentage of
(Including diluted share capital)
Warrants)
No of Voting Rights Total as a No. As a % of No. As a % of Shareholding (No. of shares) under
(A+B+C)% of Shares total Shares total
held held
Class X Class Y Total Sub category Sub category Sub category
(i) (ii) (iii)
(I) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV) (XV)
(1) Institutions (Domestic)
(a) Mutual Funds 38 17014101 0 0 17014101 5.03 17014101 0 17014101 5.03 0 5.03 0 0.00 NA NA 17014101 0 0 0
(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(c) Alternate Investment Funds 26 379916 0 0 379916 0.11 379916 0 379916 0.11 0 0.11 0 0.00 NA NA 379916 0 0 0
(d) Banks 4 4390 0 0 4390 0.00 4390 0 4390 0.00 0 0.00 0 0.00 NA NA 4390 0 0 0
(e) Insurance Companies 18 4421431 0 0 4421431 1.31 4421431 0 4421431 1.31 0 1.31 0 0.00 NA NA 4421431 0 0 0
(f) Provident Funds/Pension Funds 1 6099267 0 0 6099267 1.80 6099267 0 6099267 1.80 0 1.80 0 0.00 NA NA 6099267 0 0 0
NPS TRUST 1 6099267 0 0 6099267 1.80 6099267 0 6099267 1.80 0 1.80 0 0.00 NA NA 6099267 0 0 0
(g) Asset Reconstruction Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(h) Soveregin Wealth Funds 2 339564 0 0 339564 0.10 339564 0 339564 0.10 0 0.10 0 0.00 NA NA 339564 0 0 0
(i) NBFC Registered with RBI 2 200 0 0 200 0.00 200 0 200 0.00 0 0.00 0 0.00 NA NA 200 0 0 0
(j) Other Financial Insutitions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(k) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
Sub Total (B)(1) 91 28258869 0 0 28258869 8.35 28258869 0 28258869 8.35 0 8.35 0 0.00 NA NA 28258869 0 0 0
(2) Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(b) Foreign Venture Capital 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(d) Foreign Portfolio Investors Category I 781 53821703 0 0 53821703 15.90 53821703 0 53821703 15.90 0 15.90 0 0.00 NA NA 53821703 0 0 0
(e) Foreign Portfolio Investors Category II 38 1384118 0 0 1384118 0.41 1384118 0 1384118 0.41 0 0.41 0 0.00 NA NA 1384118 0 0 0
(f) Overseas Depositories (holding DRs) (balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(g) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
Sub Total (B)(2) 819 55205821 0 0 55205821 16.31 55205821 0 55205821 16.31 0 16.31 0 0.00 NA NA 55205821 0 0 0
(3) Central Government/State Government(s)/President of India
(a) Central Government / President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(b) State Government / Governor 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(c) Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter 3 8704 0 0 8704 0.00 8704 0 8704 0.00 0 0.00 0 0.00 NA NA 8704 0 0 0
Sub Total (B)(3) 3 8704 0 0 8704 0.00 8704 0 8704 0.00 0 0.00 0 0.00 NA NA 8704 0 0 0
(4) Non-Institutions
(a) Associate companies / Subsidiaries 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(b) Directors and their relatives (excluding independent directors and nominee directors) 4 2229072 0 0 2229072 0.66 2229072 0 2229072 0.66 0 0.66 0 0.00 NA NA 2229072 0 0 0
(c) Key Managerial Personnel 1 20 0 0 20 0.00 20 0 20 0.00 0 0.00 0 0.00 NA NA 20 0 0 0
(d) Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promo 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(e) Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'a 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(f) Investor Education and Protection Fund (IEPF) 1 382716 0 0 382716 0.11 382716 0 382716 0.11 0 0.11 0 0.00 NA NA 382716 0 0 0
(g) Resident Individuals holding nominal share capital up to Rs. 2 lakhs 79572 11029538 0 0 11029538 3.26 11029538 0 11029538 3.26 0 3.26 0 0.00 NA NA 10514974 0 0 0
(h) Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs 19 4241609 0 0 4241609 1.25 4241609 0 4241609 1.25 0 1.25 0 0.00 NA NA 4241609 0 0 0
(i) Non Resident Indians (NRIs) 3321 550086 0 0 550086 0.16 550086 0 550086 0.16 0 0.16 0 0.00 NA NA 550086 0 0 0
(j) Foreign Nationals 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(k) Foreign Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0 0 0 0
(l) Bodies Corporate 897 1311531 0 0 1311531 0.39 1311531 0 1311531 0.39 0 0.39 0 0.00 NA NA 1306931 0 0 0
(e) Any Other 1268 4042074 0 0 4042074 1.19 4042074 0 4042074 1.19 0 1.19 0 0.00 NA NA 4042074 0 0 0
TRUSTS 20 3795219 0 0 3795219 1.12 3795219 0 3795219 1.12 0 1.12 0 0.00 NA NA 3795219 0 0 0
CLEARING MEMBERS 5 744 0 0 744 0.00 744 0 744 0.00 0 0.00 0 0.00 NA NA 744 0 0 0
HINDU UNDIVIDED FAMILY 1243 246111 0 0 246111 0.07 246111 0 246111 0.07 0 0.07 0 0.00 NA NA 246111 0 0 0
Sub Total (B)(4) 85083 23786646 0 0 23786646 7.03 23786646 0 23786646 7.03 0 7.03 0 0.00 23267482 0 0 0
Total Public Shareholding (B) = (B)(1)+(B)(2)+(B)(3)+(B)(4) 85996 107260040 0 0 107260040 31.69 107260040 0 107260040 31.69 0 31.69 0 0.00 106740876 0 0 0
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): Nil
Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.:
(1) No. of Shareholders in unclaimed suspense account: 9
(2) Outstanding shares held in demat/unclaimed suspense account: 5760
(3) Voting Rights which are frozen: 5760
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no. (XIII) is not applicable in the above format.
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian
(4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall be classified in the category falling first in the order prescribed in the above format. Shareholding under any of the categories shall be unique and will not be duplicated under multiple categories.
(5) Sub-categorization of shares under column no. (XV) will be based on shareholding (no. of shares) under the following sub-categories:
(i) Shareholders who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative (i.e. Director) on the board of the listed entity.
(ii) Shareholders who have entered into shareholder agreement with the listed entity.
(iii) Shareholders acting as persons in concert with promoters.
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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder

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Category & PAN No of No of fully No of Partly No of Shares Total No of Shareholdin Number of Voting Rights held in No of Shares Shareholding as a % Number of Locked in Number of Number of
Name of the Shareholders paid up equity paid-up Underlying Shares g as a % of each class of securities Underlying assuming full Shares Shares pledged or equity shares
Shareholder shares held equity Depository Held total no of Outstanding conversion of otherwise held in
shares held Receipts (IV+V+VI) shares convertible convertible Securities encumbered dematerialized
(A+B+C2) securities (as a percentage of form
(Including diluted share capital)
Warrants)
No of Voting Rights Total as a No. (a) As a % of No. (a) As a % of
% of ) total total
Shares Shares
held (b) held (b)
Class Class Total
X Y
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII) (XIV)
(1) Custodian/DR 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0
Holder
(2) Employee Benefit 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 NA NA 0
Trust under SEBI
(Share based
Employee Benefit)
Regulations 2014
Total Non- 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0.00 0
Promoter-Non
Public
Shareholding
(C) =
(C)(1)+(C)(2)
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Note

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no. (XIII) is not applicable in the above format

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.

221

Table V - Statement showing details of significant beneficial owners (SBOs)$

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Sr. Details of the SBO Details of the registered owner Details of holding/ exercise of right of the SBO in the reporting Date of creation /
No. (I) (II) company, whether direct or indirect: acquisition of
(III) significant beneficial
interest [#]
(IV)
Name PAN / Passport Nationality Name PAN / Passport Nationality Whether by virtue of:
No. in case of a No. in case of a Shares Voting Rights on Exercise of Exercise of
foreign national foreign national (%) rights distributable control significant
(%) dividend or any influence
other distribution
(%)
(a) (b) (c) (d) e
Not applicable
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*In case the nature of the holding / exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column III, multiple rows for the same SBO shall be inserted accordingly for each of the categories.

This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar.

$ The Companies (Significant Beneficial Owners) Rules, 2018 is not applicable to the extent of the shareholding of the Holding Company, its being the Core Investment Company and regulated by Reserve Bank of India.

For TORRENT PHARMACEUTICALS LIMITED

CHINTAN M. TRIVEDI COMPANY SECRETARY

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Table VI Statement showing foreign ownership limits
Board approved Limits utilized
limits
As on shareholding date 74% 16.38%
As on the end of previous 1st quarter 74% 16.24%
As on the end of previous 2nd quarter 74% 14.53%
As on the end of previous 3rd quarter 74% 14.30%
As on the end of previous 4th quarter 74% 14.22%
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Annexure - 16

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Annexure - 17

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GOOD PEOPLE for GOOD HEALTH

C. Pending Litigation as on February 4. 2026. against Promoters of the Transferor Company:

Proceedings against the promoters of the Transferor Company i.e. the Transferee Company is annexed hereto as Annexure 16.

For J. B. Chemicals & Pharmaceuticals Limited .., \J /-(t,.J{,P,f/1,j_

Sandeep Phadnis Vice President -Secretarial and Company Secretary

Registered Office:

J. B. Chemicals & Pharmaceuticals Limited CIN:L24390GJ1976PLC173077

302, lscon Mall, Star India Bazar Building, Opp. Jodhpur BRTS Satellite, Ahmeda0ad- 38UU15, GuJarat, India

Corporate Office:

J. B. Chemicals & Pharmaceuticals Limited CIN:L24390GJ1976PLC173077

energy IT Park, Unit A, 3•• Floor, Appa Saheb Marathe Marg. Prabhadevi, Mumbai 400 025. lel.:-+-91 22 24�9 52UU/5oU0

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248

AI assistant

Torrent Pharmaceuticals Ltd. — Proxy Solicitation & Information Statement 2026

61979_rns_2026-03-27_dfd28b4f-ea55-4566-902b-52eca5076cee.pdf

(NSE Scrip Code: TORNTPHARM)

Sub.: Notice convening the meeting of Equity Shareholders of Torrent Pharmaceuticals Limited (“the Company”), pursuant to Order dated 23[rd] March, 2026 of the National Company Law Tribunal, Ahmedabad Bench (“Tribunal Order”) Ref: Our Intimation dated 24[th] March 2026 & 25[th] March, 2026

TORRENT PHARMACEUTICALS LIMITED

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TORRENT PHARMACEUTICALS LIMITED PURSUANT TO ORDER DATED MARCH 23, 2026 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

E-VOTING DURING THE MEETING:

FORM NO. CAA. 2

IN

AND

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

The Equity Shareholders of TORRENT PHARMACEUTICALS LIMITED

Registered Office:

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC / OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE MEETING

A. THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

(x) Additional Facility for Non – Individual Shareholders and Custodians – For Remote e-Voting only:

B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING THE MEETING ARE AS UNDER:

C. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

D. OTHER INSTRUCTIONS:

FORM NO. CAA. 2

AND

1. MEETING FOR THE SCHEME

2.

DATE, TIME AND MODE OF MEETING

3. RATIONALE AND BENEFIT OF THE SCHEME

4. BACKGROUND OF THE COMPANIES

4.1 Particulars of the Transferee Company

MAIN OBJECTS

Details of Promoters:

Details of Directors:

4.2 Particulars of the Transferor Company

Details of Promoter:

Details of Directors:

5. SALIENT FEATURES OF THE SCHEME

Note: The above details are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

7. BOARD APPROVALS

ceased to be Director of the Transferor Company w.e.f. August 30, 2025.

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

9. EFFECT OF SCHEME ON STAKEHOLDERS

9.1 Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

9.2 Directors

9.3 Employees

9.4 Creditors

9.5 Debenture holders and Debenture Trustees

9.6 Depositors and Deposit Trustees

10. NO INVESTIGATION PROCEEDINGS

11. AMOUNTS DUE TO UNSECURED CREDITORS

12. DETAILS OF CAPITAL OR DEBT RESTRUCTURING, IF ANY

13. VALUATION REPORT AND FAIRNESS OPINION

14. PRE / POST SCHEME SHAREHOLDING PATTERN

14.1 Torrent Pharmaceuticals Limited (Transferee Company)

14.2 J. B. Chemicals and Pharmaceuticals Limited (Transferor Company)

15. AUDITORS’ CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

16. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

17. OTHER ADDITIONAL INFORMATION AS MANDATED BY THE STOCK EXCHANGE(S)

17.1 Need for the merger, rationale of the scheme & synergies of businesses of the entities involved in the scheme

17.2 Impact of the Scheme on the shareholders

17.3 Cost benefit analysis of the Scheme

17.4 Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods

17.4.1 Details:

17.4.2 Summary of methods considered for arriving at the Share-Swap Ratio and the rational of using the methods:

17.4.3 Projections considered for valuation of Transferor Company and Transferee Company along with justification for growth rate considered for valuation of Transferor Company and Transferee Company

17.5 Latest Financials of Transferor Company and Transferee Company not older than 6 months from the date of No Objection Certificate from Stock Exchanges

17.6 Pre and Post Scheme Shareholding of Transferor Company and Transferee Company as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to Shareholders

17.7 Capital built-up of Transferor Company and Transferee Company since incorporation and last 3 years shareholding pattern filed by Transferor Company and Transferee Company with ROC

17.8 Details of Revenue, PAT and EBITDA of Transferor Company and Transferee Company for last 3 years

Transferor Company:

Transferee Company:

17.9 Value of Assets and Liabilities of Transferor Company that are being transferred to Transferee Company and post-amalgamation balance sheet of Transferee Company

17.10 Details of potential benefits and risks associated with the amalgamation, including integration challenges, market conditions and financial uncertainties

17.11 Financial implication of amalgamation on Promoters, Public shareholders and companies involved, synergies between Transferor Company and Transferee Company along with inter-company transactions between them

18. INSPECTION OF DOCUMENTS

Registered Office:

INFORMATION AT A GLANCE

Torrent Pharmaceuticals Ltd. Proxy Solicitation & Information Statement 2026