J B Chemicals & Pharmaceuticals Ltd

Your directors are pleased to present forty-ninth report and audited financial statements of the Company for the financial year ended on March 31,2025.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in lakhs)

2. DIVIDEND

Your directors recommend a final dividend of Rs. 7.00 (700%) per equity share of face value of Rs. 1, payment whereof will be subject to deduction of tax at source. During the year, Board of Directors declared interim dividend of Rs. 8.50 (850%) per equity share of face value Rs. 1 each, which was paid on February 21, 2025. The final dividend, if declared, together with interim dividend already paid would result in total outgo of Rs. 24,123.94 lakhs. The Board has not proposed any transfer out of profit for the financial year to reserves in relation to these dividend payments. The Company paid interim dividend of Rs. 5.50 (550%) and final dividend of Rs. 6.75 (675%) per equity share of face value of Rs. 1 in the previous year.

3. operations/state of affairs

The Company has delivered another solid financial year, demonstrating focus on operational excellence. Even with a muted acute season in India and reduced contributions from South Africa due to deliberate strategic actions, the overall revenue trajectory remained strong registering a 12% year-on-year rise to Rs. 391,798.86 lakhs.

In the domestic market, the business experienced a notable 20% growth, primarily driven by increased momentum across our established brands and also the performance of newly acquired brands. International markets contributed positively as well, growing by 4% over the prior year to Rs. 164,918.81 lakhs. On a standalone basis, the Company reported revenue of Rs. 372,292.10 lakhs, reflecting a 13% increase compared to the previous fiscal.

The domestic formulations segment contributed Rs. 226,880.06 lakhs in revenue, up from Rs. 189,791.07 lakhs last year, recording growth of 20%. According to IQVIA MAT March 2025, JB Pharma has emerged as one of the fastest-growing players among the Top 25 pharmaceutical companies in India, currently positioned at rank 22. The Company outpaced industry growth, delivering 1.5 times the overall Indian Pharmaceuticals Market expansion. JB's India business grew at 11% vs IPM 8% (IQVIA MAT March'25).

Among the top 150 brands in the Indian pharma landscape, five of JB Pharma's flagship products — Cilacar, Rantac, Metrogyl, Cilacar-T, and Nicardia — have firmly secured their positions. Furthermore, Sporlac has made a notable entry into the Top 300 brands in the Indian market as of MAT Mar 25. The Company has further reinforced its leadership in cardiology, with three of its brands now ranked among the Top 25 in the segment.

Over the past four years, the composition of JB's domestic revenue has undergone a meaningful transformation. Back in MAT March 2021, only five brands contributed to ~75% of revenue. As of MAT March 2025, this number has increased to 18, underscoring a deliberate shift towards diversification and long-term portfolio resilience. The chronic therapies segment saw robust 18% growth year-on-year as of MAT Mar 25 — significantly outpacing the IPM chronic category growth of 10%.

The acquired franchise Razel, which is within the Company's chronic portfolio, has experienced a sharp growth trajectory — increasing from Rs. 67 crores in MAT Mar 23 to Rs. 99 crores in MAT Mar 25, driven by a 19% year-on-year rise in the most recent fiscal and a two-year cumulative growth of 48%. In the pediatric segment, acquired products are showing strong progress. For instance, Z&D Pediatric Suspension/Syrup has grown from Rs. 18 crores in MAT March 2022 to Rs. 27 crores in MAT March 2025, indicating expanding penetration in the pediatric care space.

Ophthalmology is another focus area, with portfolio sales climbing 10% year-on-year in the first year since the perpetual licensing of the portfolio from Rs. 200.3 crores in MAT March 2024 to Rs. 221.2 crores in MAT March 2025. The growth was primarily led by the strong performance of key brands: Vigamox, Travatan, Nevanac, Simbrinza, and Travacom.

The average productivity per field personnel rose to Rs. 8.0 lakhs/month in FY 25 from Rs. 7 lakhs/month in FY24, thereby evidencing the growth.

The Company's international business, although impacted by a recalibration of its South Africa strategy, still managed to grow by 4%, reaching Rs. 164,918.81 lakhs compared to Rs. 158,627.31 lakhs in FY24. The CDMO segment witnessed a strong second half and expanded by 3% to Rs. 44,606.83 lakhs and continues to maintain a robust order pipeline. International formulations posted Rs. 112,821.37 lakhs in revenue up 6 % from the previous year with strong performances recorded across most operating geographies. The API business contributed Rs. 7,490.60 lakhs, down from Rs. 8,588.20 lakhs in FY24.

Despite macro economic pressures stemming from global geopolitical factors, a combination of improved product mix and operational excellence led to a favorable shift in margin profile. Gross margins improved from 66.1 % to 66.4%, while operating EBITDA (excluding non-cash ESOP expenses) rose by 80 basis points to 27.70%.

Profit before tax reached Rs. 88,739.16 lakhs, a sharp rise from Rs. 75,150.92 lakhs in FY24 — marking a 18% increase. Profit after tax stood at Rs. 65,958.18 lakhs against Rs. 55,262.78 lakhs the previous year- an increase of 19%.

4. SUBSIDIARIES

The highlights of performance of the subsidiary companies in Rupee terms for the year 2024-25 is presented in Schedule-A. After inter-company adjustments, subsidiary companies contributed Rs. 19,864.29 lakhs to consolidated revenue and Rs. 1,028.58 lakhs to consolidated profit before tax of the Company.

Revenues for Biotech Laboratories (Pty.) Ltd., South Africa, for the financial year 2024-25 were Rand 534.52 million, which represents degrowth of 1.05% over the previous year, while its operating profit and profit after tax at Rand 50.94 million and Rand 41.62 million were 34.65% and 31.66% growth over previous year respectively. Sales of LLC Unique Pharmaceutical Laboratories, Russia, for the financial year 2024-25, at Ruble 865.32 million, with flat growth vs last year due to subdued demand owing to weak season for acute, while it recorded net profit of Ruble 34.37 million against loss of Ruble 42.79 million in the previous year. Unique Pharmaceutical Laboratories FZE, Dubai for the financial year 2024-25 at AED 0.63 million, previous year not engaged in any business activity and incurred loss of AED 1.97 million due to operating and other expenses. JBCPL Philippines Inc., a wholly-owned step-down subsidiary in Philippines was incorporated by the Company's wholly-owned subsidiary, viz. Unique Pharmaceutical Laboratories, FZE, Dubai is presently not engaged in any business activity and incurred loss of PHP 3.80 million.

5. RESPONSIBILITY STATEMENT

The Directors confirm:

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

(ii) that they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2024-25 and of profit of the Company for that year;

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

(iv) that they have prepared the annual accounts for the year ended on March 31, 2025 on a going concern basis;

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

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

6. CORPORATE GOVERNANCE AND cOMPLIANcES

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

7. PUBLIC DEPOSITS

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

8. directors and key managerial

PERSONNEL

Mr. Akshay Tanna was appointed as an additional director in the category of Non- Executive, NonIndependent director on November 7, 2023. The members of the Company approved appointment of Mr. Akshay Tanna as a Non- Executive, Non-Independent director liable to retire by rotation as set out in the postal ballot notice dated March 6, 2024, which concluded on April 7, 2024.

The Board at its meeting held on June 3, 2024, recommended the appointment of Mr. Arun Duggal, aged 77 years, as a Non-Executive Independent Director of the Company to the Members of the Company. Consequently, members approved the appointment of Mr. Arun Duggal as Non-Executive Independent Director of the Company with effect from July 5, 2024. The Board at its meeting held on July 9, 2024, had appointed Mr. Arun Duggal as the Chairman of the Board.

The members of the Company at the annual general meeting held on August 21, 2024 re-appointed Mr. Prashant Kumar as director liable to retire by rotation.

The Board of Directors appointed Mr. Ashwani Kumar Puri as an additional director (Non- Executive Independent Director) on May 14, 2025 who holds office up to the date of ensuing annual general meeting. Board of directors is of the opinion that Mr. Ashwani Kumar Puri, proposed to be appointed as an independent director, fulfills the conditions specified in the Companies Act, 2013, the rules made there under and the Listing Regulations for the appointment of an independent director and proposes appointment of Mr. Ashwani Kumar Puri as Non- Executive Independent Director of the Company.

Mr. Sumit Bose was appointed as Non-Executive Independent Director on the Board of the Company for a term of up to five years commencing from August 31, 2020. His current term as an Independent Director will be expiring on August 30, 2025 and he is eligible for re-appointment for a second term of up to five consecutive years. Hence, Board recommends re-appointment of Mr. Sumit Bose as an independent director of the Company for a second term of up to five consecutive years effective from August 31,2025.

In accordance with provisions of the Companies Act, 2013, Mr. Gaurav Trehan would retire by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for re appointment.

In the opinion of the Board of Directors, all the independent directors of the Company are persons of integrity, possess relevant expertise, and experience necessary for effective functioning of the Company. The Company has received declarations from the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 as well as Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also confirmed that they have registered with the Indian Institute of Corporate Affairs to include their names in the databank of independent directors. However, in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, these independent directors are not required to pass an online proficiency self-assessment test conducted by the said Institute notified under subsection (1) of Section 150 of the Companies Act, 2013.

Eight meetings of the Board of Directors were held during the financial year ended on March 31, 2025. These meetings were held on May 17, 2024, June 3, 2024, July 9, 2024, August 8, 2024, October 1, 2024, November 6, 2024, February 4, 2025 and March 12, 2025.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

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

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

11. corporate social responsibility

The Company spent Rs. 1,180.14 lakhs on CSR activities (Rs. 1,130.14 lakhs on CSR activities and Rs. 50.00 lakhs on administrative overheads for general management and administration of CSR function) during the financial year 2024-25 as against obligation of Rs. 1,109.96 lakhs being 2% of the average net profits of the Company made during three immediately preceding financial years. The Board has approved the carry forward of the excess CSR expenditure of Rs. 20.00 lakhs incurred during the year.

During the year under review, Corporate Social Responsibility (CSR) Committee of the Board comprised of Mr. Sumit Bose, Mr. Arun Duggal (from July 9, 2025), Mr. Prashant Kumar and Mr. Nikhil Chopra. The salient features of the CSR Policy of the Company and the annual report on CSR in the prescribed form are set out in Schedule-E. The CSR Policy and annual report on CSR are posted on the Company's website www.jbpharma.com.

12. AUDIT COMMITTEE AND VIILANCE MECHANISM

The Board has constituted Audit Committee that consists of Ms. Padmini Khare Kaicker as Chairperson, Mr. Arun Duggal (from July 9, 2024), Mr. Sumit Bose and Mr. Prashant Kumar. There has been no instance of non-acceptance of recommendations of Audit Committee by the Board.

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

13. ANNUAL PERFORMACE EVALUATION

The Board of Directors carried out formal annual evaluation of performance of the Board, its Committees and individual directors during 2024-25 in accordance with the manner specified by the Nomination and Remuneration Committee (NRC) and using evaluation criteria recommended by the NRC and approved by the Board.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTiES

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

All the transactions entered into by the Company with the related parties during the year were pursuant to the contracts or arrangement approved by the Audit Committee and the Board of Directors. The transactions so entered into were in the ordinary course of business of the Company and on arm's length basis. The contracts or arrangements or transactions were neither material in terms of the Policy on materiality of related party transactions adopted by the Company nor it exceeded the threshold limit prescribed pursuant to first proviso to Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, disclosure on related party transactions as per Ind AS 24 has been provided under Note No. 45 of the standalone financial statements and Note No. 42 of the consolidated financial statements.

15. particulars of employees and other remuneration related disclosures

Disclosure related to the remuneration as required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in Schedule-F.

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

16. EMPLOYEE STOCK OPTION SCHEME

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

Disclosure of details of the Scheme as required under (a) Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are posted on the Company's website www.jbpharma.com and web link thereto is https://jbpharma.com/download/esop-disclosure-for- the-year-ended-31-03-2025/Rs.wpdmdl=10348&refresh =684a6f14cd2941749708564 and (b) the Companies (Share Capital and Debentures) Rules, 2014, is set out in Schedule-G to this report.

17. risk management

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

18. INTERNAL FINANCIAL CONTROLS

The Board has designed and implemented a process driven framework for Internal Financial Controls (IFC) as mandated under the Act, encompassing policies and procedures for ensuring orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding the Company's assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company's policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. During the year under review, Internal Auditors of the Company with the external audit consultants have reviewed the effectiveness and efficiency of these systems and procedures. Furthermore, neither the management of the Company nor the auditors have encountered any instances of fraud during the year 2024-25, nor have they reported any such instances to the Audit Committee.

19. LOANS, GUARANTEES AND INVESTMENTS

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

20. STATUTORY AUDITORS

The members at the annual general meeting held on September 9, 2021 had appointed Deloitte Haskins & Sells LLR (having firm registration no. 117366W/W-100018) as statutory auditors of the Company until conclusion of the 49^th Annual General Meeting of the Company at such remuneration as may be agreed by the Board of Directors with the auditors.

Deloitte Haskins & Sells LLR hold office up to the date of ensuing annual general meeting. Board, on the basis of recommendation of the Audit Committee, proposes to re-appoint Deloitte Haskins & Sells LLR as auditors to hold office as such for a second term of five (5) years commencing from conclusion of the 49^th Annual General Meeting of the Company until conclusion of the 54^th annual general meeting of the Company at such remuneration as may be agreed by the Board of directors with the auditors. Board recommends re-appointment of Deloitte Haskins & Sells LLR to the members for approval.

21. cost records

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

22. SECRETARIAL AUDIT REPORT/ SECRETARIAL AUDITORS

Ashish Bhatt & Associates, Practising Company Secretaries, Secretarial Auditor of the Company, carried out secretarial audit for the financial year 2024-25 as provided under Section 204 of the Companies Act, 2013 and rules made thereunder. The secretarial audit report given by the said auditor is annexed to this report as Schedule-H.

On the basis of recommendation of the Audit Committee, Board of the Directors of the Company proposes to appoint M/s N L Bhatia & Associates as Secretarial Auditors to hold office as such for 5 consecutive financial years from April 1, 2025 to March 31,2030 (i.e. 2025-26 to 2029-30) at such remuneration as may be agreed by the Board of Directors with the auditors. Board recommends appointment of M/s N L Bhatia & Associates to the members for approval.

23. ESG (ENVIRONMENTAL, SOCIAL AND GOVERNANCE)

At JB Pharma, we remain steadfast in our dedication to sustainability, which goes beyond operational excellence to encompass environmental stewardship, social responsibility, and sound governance. All eight manufacturing facilities comply with current Good Manufacturing Practice (GMR) standards and possess various international certifications, ensuring the highest levels of product quality and safety.

During the year, we published our third Sustainability Report, highlighting the Company's commitment to driving sustainable development while upholding responsible business conduct. Developed in alignment with the GRI 2021 Standards and the United Nations Sustainable Development Goals (UN SDGs), the report outlines our vision for a purpose-driven, future-ready, and patient-centric organization that prioritizes longterm value creation.

During the year, we published our first TCFD (Task Force on Climate-related Financial Disclosures) Report, reinforcing our commitment to climate risk transparency and long-term resilience planning. Furthermore, as per the latest Dow Jones Sustainability (DJSI) assessment, JB Pharma ESG score ranks among the leading pharma companies globally within the DRG pharma industry— an acknowledgment of our continued efforts to embed sustainability across all aspects of our business.

This year, we undertook a comprehensive materiality assessment using an impact-focused approach, in accordance with GRI 2021 guidance. The outcome of this assessment forms the foundation of our current Sustainability Report and helps us prioritize ESG issues that are most relevant to our stakeholders. Further, we successfully completed Scope 3 emissions accounting, marking a critical step in our decarbonization journey. This initiative enables us to better understand indirect emissions across our value chain and implement targeted interventions to reduce them.

In line with our environmental objectives, the Company expanded its renewable energy portfolio, adopted advanced water and waste management practices, and promoted cleaner and greener technologies across operations. These actions underscore our commitment to resource efficiency and climate responsibility.

Additionally, our CSR interventions focus on community development, education, healthcare accessibility, and poverty alleviation. We are committed to serving communities and making a positive impact on society.

Looking ahead, we are committed to further embedding ESG principles into our business strategy and operations. Our unwavering focus on efficiency, efficacy, and ethical governance will continue to drive sustainable value for our stakeholders and contribute to the health and well-being of people and the planet.

24. OTHER DISCLOSURES AND CONFIRMATIONS

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

• The Company has placed annual return referred to in sub-section (3) of section 92 on its website www.jbpharma.com.

• No regulator or court or tribunal has passed, during the year, any significant or material order affecting the going concern status and Company's operations in future.

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

• The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

25. HEALTH AND SAFETY

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