J B Chemicals and Pharmaceuticals Limited has undergone a significant ownership change with Torrent Pharmaceuticals Limited acquiring controlling stake through a major share purchase transaction completed on January 21, 2026. The acquisition has triggered substantial board restructuring and leadership changes at the pharmaceutical company.

Major Stake Acquisition Completed

The company's board has taken on record the successful transfer of 7,44,81,519 equity shares from Tau Investment Holdings Pte. Ltd. to Torrent Pharmaceuticals Limited on January 21, 2026. This transaction represents 46.39% of the company's equity share capital on a fully diluted basis, executed in accordance with the share purchase agreement dated June 29, 2025, along with an addendum dated July 3, 2025.

Control Transfer and Promoter Reclassification

Following the share acquisition, Torrent Pharmaceuticals Limited has officially acquired control over JB Chemicals and has been classified as the new promoter of the company in accordance with applicable laws and listing regulations. Simultaneously, Tau Investment Holdings has been reclassified from the 'promoter' category to 'public' category with effect from January 21, 2026, satisfying all requirements under Regulation 31A(10) of the listing regulations.

Board Restructuring and Director Resignations

The change in control has resulted in the resignation of three non-executive non-independent directors from the board, effective from the conclusion of the January 21, 2026 board meeting. The departing directors include:

All three directors cited the change in company control as per the share purchase agreement as the primary reason for their resignations, with no other material reasons mentioned.

CEO and Whole-time Director Resignation

In a significant leadership change, Mr. Nikhil Chopra has resigned from his dual role as Chief Executive Officer and Whole-time Director. His resignation as Whole-time Director became effective from the conclusion of the January 21, 2026 board meeting, while he will continue serving as CEO until March 31, 2026.

Mr. Chopra has also resigned from his positions in the Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, and Risk Management Committee of the board.

Regulatory Compliance and Documentation

The board meeting, which commenced at 1:15 PM and concluded at 2:02 PM on January 21, 2026, addressed all necessary regulatory disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has provided comprehensive documentation including resignation letters from all departing directors and detailed annexures outlining the reasons and timelines for each resignation, ensuring full compliance with applicable listing regulations and statutory requirements.

J.B. Chemicals & Pharmaceuticals Limited has successfully allotted 37,84,100 fully paid-up equity shares of Re. 1 each to its employees under the JBCPL Employee Stock Option Scheme, 2021. The Compensation Committee of the Board of Directors approved this allotment on January 21, 2026, marking a significant milestone in the company's employee incentivization program.

Share Allotment Details

The stock option exercise generated substantial funds for the pharmaceutical company, with employees contributing ₹1,83,20,21,971 upon exercising their vested options. This allotment has directly impacted the company's capital structure, increasing the issued, subscribed and paid-up capital from 15,66,50,956 equity shares to 16,04,35,056 equity shares.

Employee Stock Option Scheme Framework

The JBCPL Employee Stock Option Scheme, 2021, operates under the regulatory framework of SEBI (Share Based Employee Benefits) Regulations, 2021. The scheme covers a total of 61,82,568 shares, with the pricing formula determined by the Compensation Committee. Employees have a 10-year window from the grant date to exercise their options.

Financial Impact and Earnings

The exercise of stock options has resulted in a diluted earnings per share of ₹36.56. The scheme demonstrates strong employee participation, with 37,84,100 options exercised out of 39,07,750 vested options, indicating high confidence among employees in the company's prospects.

Regulatory Compliance

J.B. Chemicals & Pharmaceuticals Limited has fulfilled all disclosure requirements under Regulation 30 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015. The company has informed BSE Limited about this development, ensuring complete transparency with stakeholders and regulatory authorities.