Wanbury Ltd Directors Report

The Consolidated Financial Statements of your Company for the Financial Year 2024–2025 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Ind AS 110 -‘Consolidated Financial Statements. The Consolidated

Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

During the year under review, no amount was transferred to general reserves.

The Financial Highlights are as under:

The Total Income for the Financial Year under review was 59,951.42 Lakhs as against 57,773.74 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was 57,345.68 Lakhs as against 54,785.93 Lakhs in the previous year.

The profitfor the Financial Year under review was 3,053.01 Lakhs as against profit Lakhs in the previous Financial Year.

The paid up capital of the Company is 32,77,04,980/- The Company had issued 25,000 equity shares under ESOP scheme 2016 during the financial year 2024-2025.

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Management Discussion and Analysis (MDA), which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

The Board of Directors of the Company has not recommended any dividend for the Financial Year 2024-2025.

The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained unpaid / unclaimed at the beginning or at the end of the year under review.

As on 31 March, 2025, the Board of Directors of the Company consists of the following:

Ms. Anupama Vaidya, Mr. Mridul S. Mehta, Mr. Manoj K. Gursahani and Mr. P. V. Sankar Dass are Independent Directors who are not liable to retire by rotation.

In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. Mohan Kumar

Rayana, Whole-time Director, who has been longest intheoffice,retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The notice convening the AGM includes the proposal for re–appointment of Mr. K. Chandran as Whole-time Director.

During the year under review, the Company appointed Mr. Mridul S. Mehta as Non-Executive Independent Director of the Company at the Board Meeting held on 12^th August, 2024 and regularized at Annual General Meeting held on 27 September,

2024. The Company has also appointed Mr. Manojkumar K. Gursahani and Mr. P. V. Sankar Dass as Non-Executive Independent Directors at the Board Meeting held on 08 January, 2025 and regularized at Extra Ordinary General Meeting held on 20 February,

2025.

During the year under review, Mr. Pravin Dilip Pawar retired on the close of business hours on 17 November, 2024. Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.

Six (6) Board Meetings were held during the Financial Year 2024-2025. These meetings were held on 16 May 2024, 12 August 2024, 27 September 2024, 13 November, 2024 and 8 January, 2025 and 12 February, 2025.

Independent Directors have given necessary declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further all the Independent Director are registered on Independent Director Database.

In the opinion of the Board, the Independent Directors have integrity and sufficient proficiency.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.

The Companys Nomination and Remuneration policy covers aspects including but not limited to criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178 of the Companies

Act, 2013.

The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of Companies Act, 2013 during the year under review.

Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia

Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain). The accounts of Cantabria Pharma S. L. are not available since it is under liquidation.

The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - I to this report.

The Company is not having any Holding Company or Joint Venture or any Associate Company.

The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - II forming part of this report.

No material changes and commitments which couldaffectthe Companys financial position have occurred between the end of the financial year of the Company and date of this report.

M/s. Kapoor & Parekh Associates, Chartered Accountants (Firm Registration No. 104803W), Mumbai was appointed as Statutory

Auditors of the Company by the Members vide resolution dated 27 September, 2024, until the conclusion of the 41^st Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors Reports for the FY 2025 are self–explanatory and do not call for any comments and explanation.

The observations made in the Standalone Auditors Report read together with relevant notes thereon are self-explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

Your Directors have appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2025-2026. M/s. Manish Shukla & Associates, Cost Accountant, Mumbai will submit the Cost Audit Report alongwith necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company The Cost Audit Report for the Financial Year ended 31^st March, 2024 which was due for filing upto 31st October, 2024 was filed with the Central Government (Ministry of Corporate Affairs) on 9 September, 2024.

The Board of Directors at its meeting held on 15 May, 2025 has appointed M/s. Manish Shukla & Associates, Cost Accountant,

Mumbai as Cost Auditor of the Company for the Financial Year 2025-2026. As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the 37^th Annual General Meeting, seeking approval by Members for the remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the

Company for the Financial Year 2025-2026.

Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed.

The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

M/s. BDO India LLP, Mumbai, Internal Auditors of the Company, monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the Internal Auditors, respective departments undertake corrective action in their respectiveareasandtherebystrengthenthecontrols.Significantaudit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Company has a robust financial closure self certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and

COP No.: 5356] to conduct the Secretarial Audit of the Company for term of five consecutive years commensing from financial year 2025-26 till financial year 2029-30. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - III to this report.

The observations made in the Secretarial Audit Report are as under: i. Only 76.74% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No. SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form. ii. As per Regulation 17(1)(c) the Composition of Board of Directors should not be less than 6. The terms of Mr. Narinder Kumar Puri, Non- Executive Independent Director and Ms. Pallavi Prakash Shedge, Non- Executive Independent Director ended on March 31, 2024, and February 13, 2024 respectively and due to such completion the composition of Board of Directors has fallen below 6. iii. According to Regulation 19(a) of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee must have at least three Non-Executive Directors. Mr. Narinder Kumar Puri, a Non-Executive Independent Director and a member of the Committee, ceased to be a director on March 31, 2024 due to completion of his tenure. Because of this, the NRC did not have enough members. Later, Mr. Mridul Sumanlal Mehta was appointed to the NRC effectiveAugust 12, 2024, and the NRC was properly formed until Mr. Pravin Dilip Pawar ceased to be a director on November 17, 2024 due to completion of his tenure. Consequently, the Committees composition fell below the required number.

Provisions of Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the Company.

Therefore, the Company has not constituted Corporate Social Responsibility Committee.

The Companys CSR initiatives go beyond charity. Company believes it is essential for company to demonstrate their commitment to social and environment responsibility and it should consider its impact on society. The Board had at its meeting held on 12 August 2024, approved the Annual Action Plan of CSR activities to be undertaken during the year in accordance with the CSR policy. Nature of CSR activities includes promoting education among children, women, elderly and to support especially non-profit organization working for disabled children from under privileged background, promoting healthcare including preventive health care and eradicating hunger and malnutrition, employment and livelihood enhancing vocation skills and disaster management, including relief, rehabilitation and reconstruction activities. For information pertaining to contribution towards CSR, Refer Note 70 of the Standalone Financial Statements for the year.

Your Companys Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

During the year under review, Four (4) meetings of the Audit Committee were held on 16 May 2024, 12 August 2024, 13 November, 2024 and 12 February, 2025 along with the Board Meetings.

As on 31 March, 2025, the following are the Members of the Audit Committee:

The details pertaining to the Broad terms and conditions of the Audit Committee are included given in Corporate Governance Report, which form part of this report

Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, positive attributes, independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.

During the year under review, Five (5) meetings of the Committee were held on 16 May 2024, 12 August 2024, 13 November, 2024, 08 January, 2025 and 12 February, 2025.

As on 31 March, 2025, the following are the Members of the Nomination and Remuneration Committee:

Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of grievances of Shareholders.

During the year under review, Four (4) meetings of the Committee were held on 16 May 2024, 12 August 2024, 13 November, 2024, and 12 February, 2025.

As on 31 March, 2025, the following are the Members of the Stakeholder Relationship Committee:

The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.

During the year under review, one meeting of the Committee was held on 15 May, 2025. As on 31 March, 2025, the following are the members of the Risk Management Committee:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a Report on Corporate Governance forms partofthisAnnualReport.TheAuditorscertificatecertifying compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

Disclosure pertaining to the remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV and forms part of this Report.

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Registered office address of the Company and the same will be furnished on request.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the and companys operations in future.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any sexual harassment complaint during the Financial Year under review.

The Company has complied with the provisions of Maternity BenefitAct, 1961.

The Company has instituted Employee Stock Option Scheme 2016 ("Wanbury ESOP 2016") which was approved by the shareholders vide their resolution dated 29^th September, 2016 to reward eligible employees. Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board had granted 1,50,000 options to employees and 1,85,000 options lapsed during the year under review. During the year ended 31^st March, 2025, 25,000 options were allotted. 4,65,000 options are outstanding as on 31^st March, 2025.

The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations,

2014 is enclosed as Annexure-V to this report.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meeting respectively, have been duly followed by the Company.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of 4,14,937/- (Rupees Four Lakh Fourteen thousand Nine Hundred Thirty Seven Only) for the Financial Year 2009-10.

As required by Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure - VI forming part of this report.

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that: i. in the preparation of the annual accounts for the Financial Year ended on 31 March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the accounting policies had been selected and applied consistently and made judgments 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 the Financial Year ended on 31 March, 2025 and of the profit and loss of the Company for that year; iii. proper and sufficient care had been taken for the maintenance of provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts had been prepared on a going concern basis; v. internal financialcontrols, to be followed by the Company, have been laid down and these controls are adequate and were operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers, Suppliers, Stakeholders and Staff for their continuous co-operation and guidance and also looking forward for the same in future.