Torrent Pharmaceuticals announced the completion of its landmark acquisition of JB Chemicals & Pharmaceuticals on January 21, 2026, marking a significant consolidation in India's pharmaceutical sector. The transaction involved purchasing 7,44,81,519 shares representing 46.39% of JB Pharma's fully diluted equity from Tau Investment Holdings Pte. Ltd., a KKR entity, under agreements signed in June and July 2025.

Transaction Details

The acquisition forms part of a comprehensive transaction valuing JB Pharma at ₹25,689 crore on a fully diluted basis. The deal structure encompasses multiple components designed to maximize Torrent's control over the target company.

With the acquisition completed and an additional 1,317 shares acquired through the open offer, Torrent has formally assumed controlling promoter status at JB Pharma. JB Pharma's board convened the same day to acknowledge the change in control and reclassify Tau as a public shareholder under SEBI regulations.

Leadership Transformation

The change in control has prompted extensive restructuring of JB Pharma's governance framework. Three non-executive, non-independent directors resigned immediately following the board meeting, citing the need to facilitate reconstitution under new ownership.

The management changes extend to senior leadership positions. Nikhil Chopra, JB Pharma's Whole-time Director and Chief Executive Officer, tendered his resignation as Whole-time Director effective immediately. However, he will continue serving as CEO until March 31, 2026, before exiting the company entirely to pursue other professional opportunities.

New Board Appointments

Torrent Pharma has nominated a slate of experienced executives to JB Pharma's reconstituted board. Aman Mehta, Managing Director of Torrent Pharma, has been appointed Managing Director of JB Pharma for a three-year term. Mehta brings extensive operational experience from his decade-long tenure within the Torrent Group, having played key roles in previous acquisitions including Unichem and Curatio.

Strategic Implications

The acquisition strengthens Torrent's position in branded generics and chronic therapies, leveraging JB Pharma's established franchises in gastrointestinal, hypertension, and pediatric categories. With operational control secured and management realigned, the transaction positions Torrent to accelerate portfolio expansion, supply-chain integration, and margin improvements within its India-focused growth strategy.

JB Pharma's board committees have been reconstituted effective January 21, 2026, and the company will seek shareholder approval for the new appointments through a postal ballot process. The successful completion of this acquisition represents one of the largest pharmaceutical sector consolidations in recent years, combining Torrent's operational expertise with JB Pharma's therapeutic strengths.

Torrent Pharmaceuticals has successfully completed the allotment of four series of non-convertible debentures (NCDs) worth ₹1,099.61 crores on January 19, 2026. The Securities Transfer and Stakeholders Relationship Committee approved this significant debt issuance under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NCD Allotment Details

The company allotted a total of 11,99,000 senior, secured, redeemable, listed, rated NCDs with a nominal value of ₹1,00,000 each across four distinct series. The allotment details are structured as follows:

Interest Rates and Tenure Structure

The four series offer varying interest rates and tenure periods to cater to different investor preferences. The interest rates increase progressively with longer tenure periods:

Payment Schedule and Security Features

All four series follow an annual payment schedule for both coupon interest and principal redemption. The debentures are secured by a first ranking exclusive charge over:

• The designated account where NCD proceeds will be deposited
• Specified trademarks of the company providing minimum security cover of 1.1x

The NCDs will be redeemed at par value on their respective maturity dates. Series 1 debentures will have two coupon payments before principal redemption, while Series 4 will have five annual coupon payments throughout its tenure.

Listing and Regulatory Compliance

All four series of NCDs will be listed on the Wholesale Debt Market Segment of the National Stock Exchange of India Limited. The issuance was conducted through private placement, and the company has fulfilled all regulatory requirements under SEBI guidelines.

The debenture trust deed executed between the company and the debenture trustee governs the special rights, interests, and privileges attached to these instruments. The company reported no delays in payment obligations or defaults across any of the series.

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