Torrent Pharma, HDFC
Torrent Pharma, HDFC
Torrent Pharma
J.B. Chemicals acquisition a strategic fit ADD
Torrent Pharma has entered into definitive agreements to acquire a controlling
CMP (as on 30 Jun 2025) INR 3410
stake in J. B. Chemicals and Pharma (JB Pharma) from KKR at an equity
valuation of INR 256.89 bn, followed by a merger of the two entities. The Target Price INR 3680
acquisition will be executed in two phases: (1) acquisition of ~46.39% equity NIFTY 25,517
stake through an SPA^ at a consideration of INR 119.17 bn (INR 1,600 per share;
~11% discount) and 2.8% from certain employees of JB Pharma, followed by an KEY
OLD NEW
open offer to acquire up to 26% of JB Pharma shares from public shareholders CHANGES
at a price of INR 1,639/share; and (2) merger between Torrent and JB Pharma Rating ADD ADD
through a scheme of arrangement, whereby every shareholder holding 100 Price Target INR 3650 INR 3680
shares in JB Pharma shall receive 51 shares of Torrent. Based on the current FY26E FY27E
structure of the deal, the deal valuations are 6.6x EV/Sales, 24.8x EV/EBITDA, EPS %
(0.3) (0.3)
and 38.9x EV/PAT for FY25. The controlling stake acquisition is expected to
complete in 5-6 months (CCI approval by Q4FY26), and implementation of the
KEY STOCK DATA
amalgamation scheme should take another 12 months. This acquisition will be
win-win for both the companies. Torrent Pharma has an excellent track record Bloomberg code TRP IN
of acquisition followed by execution (Elder, Unichem, and Curatio). While the No. of Shares (mn) 338
near-term PAT could be a drag (~6%/12/2% in FY26E/ FY27E/ FY28E; assuming
MCap (INR bn) / ($ mn) 1,153/13,450
100% open offer execution) considering it will be a debt-funded acquisition, it
will be sales and EBITDA accretive (margins dilution for the combined 6m avg traded value (INR mn) 1,188
business). For the merger process, Torrent needs to issue ~17mn additional 52 Week high / low INR 3,591/2,758
shares for minority shareholders of J.B. Pharma (if open offer executes fully),
which will result in 5% equity dilution for Torrent Pharma shareholders. STOCK PERFORMANCE (%)
Torrent has reduced its net debt to ~INR 25 bn in FY25 from INR 46 bn in FY23.
3M 6M 12M
We will factor J. B. Pharma in our estimates on completion of the M&A process.
We have revised TP to INR 3,680 (39x Q1FY28E EPS). ADD stays. Absolute (%) 5.6 1.4 22.1
Strategic rationale for acquisition: (1) acquisition provides access to a fast- Relative (%) (2.4) (5.6) 16.3
growing India franchise, with leading brands in the chronic segment and entry
into areas like ophthalmology; (2) strengthens market share in the IPM for SHAREHOLDING PATTERN (%)
Torrent; (3) operational synergies across multiple business functions; (4) platform Dec-24 Mar-25
diversification with entry into the CDMO segment with long-term potential; and
Promoters 68.31 68.31
(5) consolidation in key international markets and greater ability to scale up.
FIs & Local MFs 7.17 7.02
JB Pharma will be a strategic fit for Torrent Pharma: JB Pharma’s India
formulations business has outperformed IPM by ~2x, with a CAGR of 18% over FPIs 16.17 16.31
FY20–25, which has led to market share improvement to 1.2% as of MAT Mar’25 Public & Others 8.35 8.36
(vs. 0.8% in MAT Mar’20). JB Pharma’s therapy is concentrated, with the top two
Pledged Shares - -
therapies contributing ~70% of its India sales. Its top brands like Cilacar, Rantac,
Cilacar-T, Metrogyl, Nicardia, and Sporlac saw strong performance over the past Source: BSE
few years. The merger will move Torrent’s rank from 8th to the 5th largest
company in India. The market share will increase to 4.6%. Moreover, JB Pharma’s
portfolio will help Torrent create a presence in key chronic molecules such as
Cilnidipine and combinations (Cilacar) and Ranitidine (Rantac). This merger will
also help Torrent create a presence in export markets (Africa, Russia, and the US)
as well as CMO (amongst largest manufacturer of Lozenges) business.
Financial Summary Mehul Sheth
YE March (INR bn) FY22 FY23 FY24 FY25 FY26E FY27E FY28E [email protected]
India sales (INR bn) 43 50 57 64 73 83 94 +91-22-6171-7349
Net Sales 85 96 107 115 131 147 164
EBITDA 24 28 34 37 43 50 56
APAT 11 13 16 20 25 31 35 Divyaxa Agnihotri
Diluted EPS (INR) 31.1 37.2 47.9 58.2 74.8 91.0 104.5
[email protected]
P/E (x) 109.7 91.8 71.2 58.6 45.6 37.5 32.6
EV / EBITDA (x) 48.9 42.3 35.2 31.7 26.9 23.2 20.4
+91-22-6171-7362
RoCE (%) 17 20 22 25 31 36 38
Source: Company, HSIE Research, ^Share Purchase Agreement
HSIE Research is also available on Bloomberg ERH HDF <GO> & Thomson Reuters
Torrent Pharma: Company Update
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Torrent Pharma: Company update
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Torrent Pharma: Company update
EBITDA
Torrent Pharma 43,486 49,605 55,855
J B Chem 2,950 13,659 15,793
Total EBITDA 46,436 63,264 71,648
% impact 7% 28% 28%
EBITDA margin
Torrent Pharma 33.3% 33.7% 34.0%
J B Chem 27.0% 28.0% 29.0%
Total EBITDA 32.8% 32.3% 32.8%
Impact -49 bps -142 bps -124 bps
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Torrent Pharma: Company update
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Torrent Pharma: Company update
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Torrent Pharma: Company update
Exhibit 12: Torrent Pharma + JB Chemical merger will move Torrent’s rank from 8th to the 5th largest company in
India
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Torrent Pharma: Company update
Exhibit 15: Torrent Pharma: growth drivers Exhibit 16: J.B. Pharma: growth drivers
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Torrent Pharma: Company update
Financials (Consolidated)
Profit & loss (INR mn)
March FY21 FY22 FY23 FY24 FY25 FY26E FY27E FY28E
Net sales 78,862 84,188 94,637 1,05,623 1,13,170 1,30,588 1,47,196 1,64,280
Other operating income 1,183 892 1,565 1,655 1,990 0 0 0
Total operating income 80,046 85,080 96,202 1,07,278 1,15,160 1,30,588 1,47,196 1,64,280
Cost of goods sold -21,464 -24,420 -27,352 -26,862 -27,760 -31,080 -34,738 -38,442
Gross profit 58,582 60,660 68,850 80,416 87,400 99,508 1,12,458 1,25,839
Gross margin (%) 73 71 72 75 76 76 76 77
Total operating expenses -33,781 -36,348 -40,429 -46,740 -50,190 -56,022 -62,853 -69,983
EBITDA 24,801 24,313 28,421 33,677 37,210 43,486 49,605 55,855
EBITDA margin (%) 31.0 28.6 29.5 31.4 32.3 33.3 33.7 34.0
Depreciation -6,578 -6,622 -7,066 -8,083 -7,950 -8,090 -8,187 -8,440
EBIT 18,223 17,691 21,355 25,594 29,260 35,396 41,418 47,415
Net interest -3,529 -2,551 -3,334 -3,536 -2,520 -1,466 -774 -545
Other income 249 270 451 579 230 739 962 933
Profit before tax 14,943 10,564 18,472 23,521 26,730 34,668 41,606 47,803
Total taxation -2,744 -4,487 -6,019 -6,957 -7,620 -9,360 -10,818 -12,429
Tax rate (%) 18 42 33 30 29 27 26 26
Profit after tax 12,199 6,076 12,452 16,564 19,110 25,308 30,788 35,374
Minorities 0 0 0 0 0 0 0 0
Profit/ Loss associate co(s) 0 0 0 0 0 0 0 0
Adjusted net profit 12,257 10,526 12,574 16,217 19,689 25,308 30,788 35,374
Adj. PAT margin (%) 16 13 13 15 17 19 21 22
Net non-recurring items 262 -2,754 -122 347 -579 0 0 0
Reported net profit 12,519 7,772 12,452 16,564 19,110 25,308 30,788 35,374
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Torrent Pharma: Company update
Key ratios
March FY21 FY22 FY23 FY24 FY25 FY26E FY27E FY28E
OPERATIONAL
FDEPS (INR) 36.2 31.1 37.2 47.9 58.2 74.8 91.0 104.5
CEPS (INR) 56.4 42.5 57.7 72.8 80.0 98.7 115.2 129.5
DPS (INR) 10.0 20.0 25.5 30.0 32.0 41.1 50.0 57.5
Dividend payout ratio (%) 27.0 87.1 69.3 61.3 56.7 55.0 55.0 55.0
GROWTH
Net sales (%) 1.4 6.8 12.4 11.6 7.1 15.4 12.7 11.6
EBITDA (%) 14.3 (2.0) 16.9 18.5 10.5 16.9 14.1 12.6
Adj net profit (%) 28.6 (14.1) 19.5 29.0 21.4 28.5 21.7 14.9
FDEPS (%) 28.6 (14.1) 19.5 29.0 21.4 28.5 21.7 14.9
PERFORMANCE
RoE (%) 23.0 17.9 20.7 24.8 27.3 31.0 32.6 32.3
RoCE (%) 18.4 17.1 19.6 22.1 25.2 31.0 35.8 37.9
EFFICIENCY
Asset turnover (x) 0.8 0.8 0.8 0.8 0.8 0.9 1.0 1.1
Sales/ total assets (x) 0.6 0.6 0.7 0.7 0.8 0.9 0.9 1.0
Working capital/ sales (x) 0.1 0.2 0.2 0.1 0.1 0.1 0.2 0.2
Receivable days 71 71 75 64 60 60 60 60
Inventory days 177 148 120 113 119 123 124 124
Payable days 137 101 90 104 85 88 89 89
FINANCIAL STABILITY
Total debt/ equity (x) 0.9 0.7 0.9 0.6 0.4 0.2 0.1 0.1
Net debt/ equity (x) 0.8 0.6 0.8 0.5 0.3 0.2 (0.0) (0.2)
Current ratio (x) 1.6 1.8 1.7 1.6 1.7 1.7 1.9 2.1
Interest cover (x) 5.2 6.9 6.4 7.2 11.6 24.1 53.5 87.1
VALUATION
PE (x) 94.2 109.7 91.8 71.2 58.6 45.6 37.5 32.6
EV/ EBITDA (x) 48.2 48.9 42.3 35.2 31.7 26.9 23.2 20.4
EV/ Net sales (x) 15.2 14.1 12.7 11.2 10.4 8.9 7.8 6.9
PB (x) 19.8 19.4 18.6 16.8 15.2 13.2 11.4 9.8
Dividend yield (%) 0.3 0.6 0.7 0.9 0.9 1.2 1.5 1.7
Free cash flow yield (%) 1.4 1.4 (0.2) 2.5 1.7 2.3 2.6 2.9
Source: Company, HSIE Research
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Torrent Pharma: Company update
Price Movement
Torrent Pharma
3700
3500
3300
3100
2900
Jan-25
Apr-25
Feb-25
Mar-25
May-25
Aug-24
Dec-24
Jul-24
Oct-24
Nov-24
Jun-24
Jun-25
REDUCE: -10% to +5% return potential
SELL: > 10% Downside return potential
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Torrent Pharma: Company update
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Torrent Pharma: Company update
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