Wanbury Limited — Capital/Financing Update 2020

Sep 11, 2020

Re~d. Office: BSEL Tech Park, B-wing 10t Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA

Tel. : +91-22-6794 2222 +91-22-7196 3222 Fax : +91-22-6794 2111/333 CIN L51900MH1988PLC048455 Email : info@wanbury.com Website: www.wanbury.com

11th September, 2020

To,	To,
The Manager - Listing Department,	The Manager - Listing Department,
BSE Limited,	National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot No. C/l, G - Block,
Dalal Street,	Bandra-Kurla Complex, Bandra (East),
Mumbai - 400 001.	Mumbai - 400 051.
Scrip Code: 524212	Scrip Symbol: WANBURY

Dear Sir/ Madam,

Sub.: Outcome of the Board Meeting held on 11th September, 2020

This is with reference to the above mentioned subject, we would like to inform you that the Board of Directors of the Company at its meeting held today i.e. 11th September, 2020 has considered and approved the following:

• i) Standalone & Consolidated Un-audited Financial Results (UFR) of the Company as per Indian Accounting Standards (IndAS) for the first quarter ended 30th June, 2020. The results will be uploaded on the website of the Company & stock exchanges.
• ii) Allotment of 20,000 Equity Shares of the Company to eligible employee of the Company who has exercised his Vested Options under WANBURY ESOP 2016 as approved by the Nomination and Remuneration Committee of the Board of Directors of the Company ("NRC") at its meeting held earlier in the day.
• iii) Accordingly, the paid-up share capital of the Company will increase from Rs. 24,99,51,170/- (Rupees Twenty-Four Crore Ninety-Nine Lakhs Fifty-One Thousand One Hundred Seventy only) divided into 2,49,95,117 (Two Crore Forty-Nine Lakhs Ninety-Five Thousand and One hundred Seventeen) fully paid-up Equity Shares to Rs. 25,01,51,170/- (Rupees Twenty Five Crore One Lakh Fifty One Thousand One Hundred Seventy only) divided into 2,50,15,117 (Two Crore Fifty Lakhs Fifteen Thousand and One hundred Seventeen) fully paid-up Equity Shares. In this regard, we enclose the general terms and conditions details of the said exercise, as necessitated vide SEBI Circular dated 9th September, 2015 as 'ANNEXURE - A' and the details as necessitated by Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as' ANNEXURE - B'.
• iv) Issue and grant of Employee Stock Option Plan (ESOP) to employee/s of the Company as approved by the Nomination and Remuneration Committee of the Board of Directors of the Company ("NRC") at its meeting held earlier in the day.

Further, as per Regulation 33 of SEBI (LODR), Regulations, 2015, we are enclosing herewith the following:

• a) Statement showing the standalone & Consolidated Un-audited Financial Results (UFR) of the Company as per Indian Accounting Standards (lndAS) for the third quarter and three months ended on 30th June, 2020.
• b) Limited Review Report.

The Meeting of the Board of Directors commenced at 10:30 AM. and concluded at 3:00 P.M.

We request you to take this information on your records.

Thanking you,

Encl.: afa.

ANNEXUREA

Disclosures about Options to purchase securities [including, SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations, 2014") at the time of instituting the scheme and vesting or exercise of options

Sr. No.	Disclosures		Particulars
a)	Brief details of options granted			The present instance is an allotment of 20,000 equity shares of face value of Rs.IO (Rupees Ten only) ("Equity Shares") upon exercise of 20,000 vested options. The brief terms of the WANBURY ESOP 2016 for which present allotment is being made is attached herewith as 'Annexure - B'
b)	Whether the scheme is in terms of (if SEBI SBEB Regulations, 2014 applicable)		Yes,	of SEBI the scheme is in terms SBEB· Regulations, 2014
c)	Total number of shares covered by these o tions			The total number of Equity Shares covered by these options in this instance is 20,000 Equity Shares
d)	Pricing formula		301	The exercise price for 20,000 vested options, is Rs. 10/- (Rupees Ten only) per option which were granted on h May, 2017.
e)	Vested Options Vesting Schedule: Part A: 50,000 Options Number of Options Date of Vesting May 30, 2018 5,000 May 30, 2019 7,500			Part B: 50,000 Options
				Date of Vesting May 30, 2018 May 30, 2019	Number of Options 5,000 7,500
	May 30, 2020 May 30, 2021 May 30, 2022	10,000 12,500		May 30, 2020 May 30, 2021 May 30, 2022	10,000 12,500
		15,000 50,000		As per the above vesting schedule 20,000 options are vested after May 30, 2020.	15,000 50,000
f)	Time within which options may be exercised		(two	ears from the date ofvestin of the o tions.	The vested options are exercisable within a period of 2
g)	Options exercised				20,000 vested options are being exercised by the
h)	Money realized by exercise of Options			Option Grantee. Total amount of Rs. 2,00,000/- mentioned in Sr. No. (c).	(Rupees Two Lakhs Thousand only) are realized by exercise of options

i)	The total number of shares arising as a	Total 20,000 Equity Shares
	result of exercise of option
j)	Options lapsed	As on the date of this allotment 5,00,000 options have
		been lapsed
k)	Variation of terms of options	Not applicable
1)	Brief details of significant terms	As provided in Sr. No. ( e)
m)	Subsequent changes or cancellation or	There are no subsequent changes or cancellation or
	exercise of such options	exercise of options
n)	Diluted earnings per share pursuant to	The diluted earnings per share pursuant to issue of
		issue of equity shares on exercise of Equity Shares upon exercise of options is (Rs.4.47).
	options

For Wanbury Limited

ANNEXURE-B

Notification For Issue of Shares Under Wanburv Limited Employees Stock Option Plan 2016 ("WANBURY ESOP 2016")

Sr. No.	Particulars	Details
1.	of Registered Company name and address	W anbury Limited
	Office	Registered Office
		BSEL Tech Park, 'B; Wing, 1 oth Floor, Sector 30A, Opp.Vashi Railway Station, Vashi, Navi Mumbai 400703, Maharashtra, India.
2.	Name of the Stock Exchanges on which the	BSE Limited ("BSE") and
	Company's shares are listed	of National Stock Exchange India ("NSE")
3.	of the Filing date statement referred in regulation 1 O(b) of the SEBI SBEB Regulations	3 January, 2020
4.	Filing Number, if any	BSE In principle Application Number: 102745
		NSE In principle Application Number: 22820
5.	Title of the Scheme pursuant to which shares are issued, if any	Wanbury Limited Employee Stock Option Plan 2016 ("W ANBURY ESOP 2016")
6.	Kind of security to be listed	Equity Shares of face value of Rs.10/- ("Equity (Rupees Ten only) per share Shares")
7.	Par value of the shares	Rs. I 0/- (Rupees Ten only) per share
8.	Date of allotment of shares	September, 2020 11
9.	Number of shares allotted :	20,000 equity shares
10.	Share Certificate No., if applicable	Not Applicable
11.	Distinctive number of the share, if applicable :	24995118 to 25015117 (Both inclusive)
12.	ISIN Number of the shares if issued in Demat:	INE107F01022
13.	Exercise price per share:	Rs.IO/- (Rupees Ten only) per share
14.	Premium per share :	Nil, since options are granted at par

15.	Total Issued shares after this issue:	2,50,15,117 (Two Crore Fifty Lakhs Fifteen Thousand One hundred Seventeen)
16.	Total Issued share capital after this issue:	Rs.25,01,51, 170 (Rupees Twenty-Five Crore One Lakhs Fifty One Thousand One Hundred Seventy only)
17.	Details of any lock-in on the shares :	Not Applicable
18.	Date of expiry of lock-in :	Not Applicable
19.	Whether shares identical m all respects to existing shares if not, when vlill they eeeome i ielentieal~	Yes
20.	Details of listing fees, if payable :	Not Applicable

For, Wanbury Limited ~ \

Jit I Company Secretary

V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS

37, HAMAM STREET, 2nd FLOOR, FORT, MUMBAI -400 001. TEL 22650264, 22653555, 22666219 E-mail: mail@vparckh.com

Limited Review Report on the unaudited quarterly Standalone Financial Results of W ANBURY LIMITED Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors of W ANBURY LIMITED

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of W ANBURY LIMITED ("the Company") for the quarter ended 30 June 2020 ("the Statement") , being submitted by the Company pursuant to the requirement of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
• 1. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors in their meeting held on 11 September 2020, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial reporting" ("Ind-AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to issue a report on the statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Material Uncertainty Related to Going Concern
• We draw attention to the Note no. 7 to the statement, regarding preparation of financial results on going concern basis. The Company has incurred losses during the current quarter, net worth has been fully eroded, defaulted in repayment of principal and interest to its lenders and current liabilities exceeds its current assets. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. The appropriateness of the assumption of the going concern is dependent on the Company's ability to raise finance and generate cash flows in future to meet its obligation or to restructure its borrowings. However, the standalone financial results have been prepared on "going concern" basis for the reasons stated in aforesaid note. Our conclusion on the Statement is not modified in respect of this matter.
• 1. Attention is invited to:
• i. Note No. 6 of the accompanied financial results regarding guarantee given in respect of Exim Bank's investment in Wanbury Holding B. V., a subsidiary of the Company which has been invoked. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement.

• ii. Note No. 8 of the accompanied financial results regarding the status of merger of erstwhile PPIL with the Company.
• iii. Note No. 2 to the accompanied financial results, which describes the uncertainties and potential impact of the Covid-19 pandemic on the Company's operations and results as assessed by the management. The actual results may differ from such estimates depending on future developments.

Our opinion is not modified in respect of these matters.

• 1. Attention is drawn to the fact that the figures for the three months ended 31 March 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement prepared in accordance with applicable Indian accounting standards and other recognised accounting practices and policies generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

FOR AND ON BEHALF OF V. PAREKH & ASSOCIATES CHARTERED ACCOUNT ANTS FIRM REGN. NO. 107488W

.:~:2';·:.' -----====-------

Navi Mumbai DATED: 11September2020 UDIN : ..t 0 03 3 61 S" A A A A 1q,f 2' ^0~ RASESH V. PAREKH - PARTNER MEMBERSHIP NO. 38615

Re~d. Office : BSEL Tech Park, 8-wing 10¹Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, !NOIA

Tel. : +91-22-6794 2222 +91-22-7196 3222 Fax : +91-22-6794 2111/333 CIN L51900MH1988PLC048455 Email : info@wanbury.com Website : www.wanbury.com

	Wanburv Limited
	Statement of Standalone Unaudited Financial Resu.lts for the quarter ended 30 June 2020				(~ in Lakhs)
Sr.No.	Particulars	30/06/2020	Quarter ended 31/03/2020	30/06/2019	Year ended 31/03/2020
		Unaudited	Audited	Unaudited	Audited
1	Income:
	a) Revenue from operations	6, 716.12	6,707.06	9,406.30	36,745.47
	bl Other income Total T----~ '"+b)	26.33 6 742.45	67.68 6.774.74	16.98 9 47'1 78	114.01 .,~ nl"'n An
2	Expenses:
	(a) Cost of materials consumed	3,905.04	2,565.77	3,754.40	14,642.35
	(b) Purchase of stock-in-trade	172.41	399.90	566.78	2,332. 78
	(c) Changes in inventories of finished goods, stock in trade and work-	(351.80)	387.66	32.38	598.83
	in-progress
	(d) Employee benefits expense	1,698.88	1,404.45	1,909.48	6,747.88
	(e) Finance costs	605.34	1,041.17	711.66	3,287.07
	(f) Depreciation and amortisation expense	237.30	236.58	246.19	968.41
	ln1 Other expenses	1 587 .38	2 735.91 8 771.44	2 288.06	10 079.11
	Total Expenses Profit/(Loss) before exceptional items and tax	7 854.55 (1,112.10)	(1,996.70)	9 508.95 (85.67)	38 656.43 (1,796.95)
3 4	Exceptional item
	Gain on sale of brands (Refer note 7)		8,264.04	-	8,264.04
5	Profit/ (Loss) before tax	(l,112.10)	6,267 .34	(85.67)	6,467 .09
6	Tax expenses :
	(a) Current Tax	-	-	0.02	0.02
	(b) Deferred Tax( Net)	4.20	29.14	(3.46)	20.85
7	Profit/(Loss) for the period	(1, 116.30)	6,238.20	(82.23)	6,446.22
8	Other comprehensive income/ (loss)
	Items that will not be reclassified subsequently to profit and loss	(12.01)	(93.41)	11.09	(66.84)
	Income tax relating to items that will not be reclassified to profit	4.20	29.14	(3.46)	20.85
	or loss
	Other comprehensive income I floss) for the vear net of tax	(7.81)	(64.27)	7.63	(45.99'
9	Total comprehensive income/( loss )for the period	(1,124.11)	6 173.93	(74.60)	6 400.23
10	Paid up Equity Share Capital (Face Value of Rs.10 each)	2,499.51	2,499.51	2,372.01	2,499.51
11	Other equity				(14,282.66)
12	Earnings/( Loss) per share of Rs. 10 each- Not annualised
	(1) Basic- Before Exceptional Items in Rs.	(4.47)	(8.46)	(0.35)	(7.59)
	(2) Basic- Alter Exceptional Items in Rs.	(4.47)	26.02	(0.35)	26.90
	(3) Diluted- Before Exceptional Items in Rs.	(4.47)	(8.46)	(0.35)	(7.59)
	I 4 l Diluted- After Exceotional Items in Rs.	(4.47)	26.02	I0.35)	26.90

See accompanying notes to the financial results

Page 1 of 2

Re~d. Office : BSEL Tech Park, 8-wing 10¹Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA Tel. +91-22-6794 2222

+91-22-7196 3222 Fax . +91-22-6794 2111/333 CIN LS1900MH1988PLC048455 Email : info@wanbury.com Website : www.wanbury.com

URY

Wanbury Limited Statement of Standalone Unaudited Financial Results for the quarter ended 30 June 2020

• Notes:- 1) The above financial results have been reviewed by the Audit Committee and approved by the Board of Directors at the meeting held on 11 September 2020.
• 2) The World Health Organisation declared COVID-19 to be a pandemic. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The Company has considered internal and external information while finalising various estimates in relation to its financial statement captions upto the date of approval of the Financial Results by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID -19 situation evolves in India and globally. The Company will continue to closely monitor any material changes to future economic conditions.
• 3) The figures for the quarter ended 31 March 2020 are the balancing figures between audited figures in respect of full financial year and the unaudited published year to date figures upto the third quarter ended 31 December 2019.
• 4) This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles, practices and policies generally accepted in India.
• 5) The Company has only one segment of activity namely "Pharmaceuticals".
• 6) Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Exim Bank has exercised Put Option vide letter dated 8 November 2011 and Company is required to pay USO 60 Lakhs (~ 4,537.80 Lakhs) to acquire aforesaid preference shares. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement.
• 7) The Company has initiated various measures, including restructuring of debts/business and infusion of funds etc. As part of overall debt resolution plan, during the year and quarter ended 31 March 2020, the Company has sold some of the brands and allied assets and accounted for gain on sale of said brands amounting to Rs. 8,264.04 Lakhs as an exceptional item. The proceeds have been utilised for repayment of debts. Consequently, in the opinion of the management, operations of the Company will continue without interruption in spite of negative net worth. Hence, financial statements are prepared on a "going concern" basis.
• 8) Erstwhile The Pharmaceutical Products of India Limited (PPIL) merged with the Company pursuant to the Scheme of Revival cum Merger (the Scheme) approved vide order dated 24 April 2007 by the Board for Industrial and Financial Reconstruction (BIFR) u/s 18 and other applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) w.e.f. 1st April 2006 being the appointed date. Subsequently in response to a suit filed by one of the unsecured creditors of erstwhile PPIL, challenging the Scheme, the Hon'ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of SICA. BIFR had directed IDBI Bank, which is an Operating Agency, to prepare the Dralt Rehabilitation Scheme. However, the Government of India had, vide Notification No. S.0. 3568(E) dated 25 November 2016, notified the SICA Repeal Act, 2003, w.e.f. 1 December 2016 and as a consequence thereof, BIFR and AAIFR stood dissolved w.e.f. 1 December 2016. Simultaneously, in terms of Section 252 of Insolvency & Bankruptcy Code, 2016 ("IBC 2016"), the government amended Section 4(b) of the said repeal Act in the manner specified in the Eighth Schedule of IBC 2016, resulting in the abatement of all pending proceedings including pending merger scheme before BIFR. In view of the foregoing developments, the management is currently considering various other options under the available laws and as may be advised by experts either to regularize lawfully all acts and deeds done under the erstwhile merger scheme or to undo what was done in pursuance and as a sequel of the erstwhile merger scheme sanctioned by BIFR. of the rncceot peciod. a: Lt~

Place : Navi Mumbai Date: 11 September 2020

ff}/

C~ K. Chandran

Vice Chairman {DIN : 00005868)

V. PAREKH & ASSOCIATES

CHARTERED ACCOUNTANTS

37, HAMAM STREET, 2nd FLOOR, FORT, MUMBAI - 400 001. TEL 22650264, 22653555, 22666219 E-mail: mail@vparekh.com

Limited Review Report on unaudited quarterly Consolidated Financial Results of W ANBURY LIMITED Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors of WANBURY LIMITED

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Wanbury Limited (hereinafter referred to as the "the Parent" or "the Company") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for the quarter ended 30 June 2020 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors in their meeting held on 11 September 2020, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

• 1. The Statement includes the results of the following entities: Subsidiaries:
• a) Wanbury Holding B.V
• b) Ningxia Wanbury Fine Chemicals Company Limited
• c) Wanbury Global FZE
• 1. Material Uncertainty Related to Going Concern

We draw attention to the Note no. 8 to the statement, regarding preparation of financial results on going concern basis. The Group has incurred losses during the current quarter, net worth has been fully eroded, defaulted in repayment of principal and interest to its lenders and current liabilities exceeds its current assets. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. The appropriateness of the assumption of the going concern is dependent on the Group's ability to raise finance and generate cash flows in future to meet its obligation or to restructure its borrowings. However, the consolidated financial results have been prepared on "going concern" basis for the reasons stated in aforesaid note.

Our conclusion on the Statement is not modified in respect of this matter.

6. Attention is invited to:

• a) Note No. 7 of the accompanied financial results regarding guarantee given in respect of Exim Bank's investment in Wanbury Holding B.V., a subsidiary of the Company which has been invoked. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement.
• b) Note No. 9 of the accompanied financial results regarding the status of merger of erstwhile PPIL with the Company.
• c) Note No. 3 to the accompanied financial results, which describes the uncertainties and potential impact of the Covid-19 pandemic on the Group's operations and results as assessed by the management. The actual results may differ from such estimates depending on future developments.

Our conclusion is not modified in respect of this matter.

• 1. Attention is drawn to the fact that the figures for the three months ended 31 March 2020 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to. the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. The Statement includes the interim financial results of three subsidiaries which have not been reviewed, whose interim financial results reflect total revenue of Rs. Nil, total net profit I loss after tax of Rs. Nil, and total comprehensive income of Rs. Nil for the quarter ended 30 June 2020, as considered in the consolidated unaudited financial results. According to the information and explanations given to us, these unaudited interim financial results, which have been approved and furnished to us by the management, are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matter.

FOR AND ON BEHALF OF V. PAREKH & ASSOCIATES CHARTERED ACCOUNT ANTS FIRM REGN. NO. 107488W

Navi Mumbai DATED: 11September2020 UDIN:c£_oo 3 9'6 IS-A ti-A-A-I<* 20Sf RASESH V. PAREKH - PARTNER MEMBERSHIP NO. 38615*

Re~d. Office: BSEL Tech Park, B-wing 10' Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA

Tel. : +91-22-6794 2222 +91-22-7196 3222 URY Fax : +91-22-6794 2111/333 CIN L51900MH1988PLC048455 Email : info@wanbury.com Website : www.wanbury.com

	Wanburv Limited
, __	Statement of Consolidated Unaudited Financial Results for the quarter ended 30 June 2020
					('tin Lakhs)
Sr.No.	Particulars		Quarter ended		Year ended
		30/06/2020	31/03/2020	30/06/2019	31/03/2020
		Unaudited	Audited	Unaudited	Audited
1	Income:
	a) Revenue from operations	6,716.12	6,707.06	9,406.30	36,745.47
	bl Other income	26.33	67.64	16.98	113.97
	Total Income ra+b)	6 742.45	6 774.70	9 423.28	36 859.44
2	Expenses:
	(a) Cost of materials consumed	3,905.04	2,565.77	3, 754.40	14,642.35
	(b) Purchase of stock-in-trade	172.41	399.90	566.78	2,332.78
	(c) Changes in inventories of finished goods, work-in-progress and stock	(351.80)	387.66	32.38	598.83
	in trade
	(d) Employee benefits expense	1,698.88	1,404.45	1,909.48	6,747.88
	(e) Finance costs	605.34	1,041.17	711.66	3,287 .07
	(f) Depreciation and amortisation expense	237.30	236.58	246.19	968.41
	ral Other exoenses	1 587.38	2 735.91	2 288.06	10 079.11
	Total Exoenses	7 854.55	8 771.44	9 508.95	38 656.43
3	Profit/(Loss) before exceptional items and tax	(1,112.10)	(1,996.74)	(85.67)	(1,796.99)
4	Exceptional item
	Gain on sale of brands (Refer note 8)	-	8,264.04	-	8,264.04
5	Profit/Closs} before tax	(1,112.10)	6,267.30	(85.67)	6,467.05
6	Tax expenses :
	(a) Current Tax	-	-	0.02	0.02
	(b) Deferred Tax(Net)	4.20	29.14	(3.46)	20.85
7	Profit/ (Loss) after tax	(1,116.30)	6,238.16	(82.23)	6,446.18
8	Other comprehensive income I (loss}
	(a) Items that will not be reclassified subsequently to profit or loss	(12.01)	(93.41)	11.09	(66.84)
	Income tax relating to items that will not be reclassified to profit or	4.20	29.14	(3.46)	20.85
	loss
	Items that will be reclassified to profit or loss (b)
	Exchanae difference on translation of foreian ooerations	2.46 (5.35)	3.47 (60.80)	-	6.66
	Other comorehensive income I (loss) for the vear net of tax Total comorehensive income /( loss )for the oeriod	(1 121.65)		7.63	(39.33)
9			6 177.36	(74.60'	6 406.85
10	Paid up Equity Share Capital (Face Value of Rs.10 each)	2,499.51	2,499.51	2,372.01	2,499.51
11	Other Equity				(16,844.82)
12	Earnings/( Loss) per share of Rs. 10 each- Not annualised
	(1) Basic- Before Exceptional Items in Rs.	(4.47)	(8.47)	(0.35)	(7.59)
	(2) Basic- After Exceptional Items in Rs.	(4.47)	26.02	(0.35)
	(3) Diluted- Before Exceptional Items in Rs.	(4.47)	(8.47)	(0.35)	26.90 (7.59)
	( 4) Diluted- After Exceotional Items in Rs.	(4.47)	26.02	10.35)	26.90

See accompanying notes to the financial results

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Re~d. Office: BSEL Tech Park, B-wing 10' Floor, Sector-30 A, Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA

Tel. +91-22-6794 2222 +91-22-7196 3222 Fax : +91-22-6794 2111/333 CIN L51900MH1988PLC048455 Email : info@wanbury.com Website : www.wanbury.com

Wanbury Limited

Statement of Consolidated Unaudited Financial Results for the Quarter ended 30 June 2020 Notes :-

• 1) The above financial results have been reviewed by the Audit Committee and approved by the Board of Directors at the meeting held on 11 September 2020.
• 2) The consolidated financial results of Wanbury Limited or the Company or the Holding Company and its wholly owned subsidiaries (together referred to as "the Group") have been prepared as per Ind AS 110 on Consolidated Financial Statements. There is no minority interest.
• 3) The World Health Organisation declared COVID-19 to be a pandemic. The Group has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The Group has considered internal and external information while finalising various estimates in relation to its financial statement captions upto the date of approval of the Financial Results by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID -19 situation evolves in India and globally. The Group will continue to closely monitor any material changes to future economic conditions.
• 4) The figures for the quarter ended 31 March 2020 are the balancing figures between audited figures in respect of full financial year and the unaudited published year to date figures upto the third quarter ended 31 December 2019.
• 5) This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles, practices and policies generally accepted in India.
• 6) The Group has only one segment of activity namely "Pharmaceuticals".
• 7) Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Exim Bank has exercised Put Option vide letter dated 8 November 2011 and the Holding Company is required to pay USO 60 Lakhs (~ 4,537.80 Lakhs) to acquire aforesaid preference shares. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement.
• 8) The Group has initiated various measures, including restructuring of debts/business and infusion of funds etc. As part of overall debt resolution plan, during the year and quarter ended 31 March 2020 the Holding Company has sold some of the brands and allied assets and accounted for gain on sale of said brands amounting to Rs. 8,264.04 Lakhs as an exceptional item. The proceeds have been utilized for repayment of debts. Consequently, in the opinion of the management, operations of the Group will continue without interruption in spite of negative net worth. Hence, financial statements are prepared on a "going concern" basis.
• 9) Erstwhile The Pharmaceutical Products of India Limited (PPIL) merged with the Holding Company pursuant to the Scheme of Revival cum Merger (the Scheme) approved vide order dated 24 April 2007 by the Board for Industrial and Financial Reconstruction (BIFR) u/s 18 and other applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) w.e.f. 1st April 2006 being the appointed date. Subsequently in response to a suit filed by one of the unsecured creditors of erstwhile PPIL, challenging the Scheme, the Hon'ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of SICA. BIFR had directed IDBI Bank, which is an Operating Agency, to prepare the Draft Rehabilitation Scheme. However, the Government of India had, vide Notification No. S.O. 3568(E) dated 25 November 2016, notified the SICA Repeal Act, 2003, w.e.f. 1 December 2016 and as a consequence thereof, BIFR and AAIFR stood dissolved w.e.f. 1 December 2016. Simultaneously, in terms of Section 252 of Insolvency & Bankruptcy Code, 2016 ("IBC 2016"), the government amended Section 4(b) of the said repeal Act in the manner specified in the Eighth Schedule of IBC 2016, resulting in the abatement of all pending proceedings including pending merger scheme before BIFR. In view of the foregoing developments, the management is currently considering various other options under the available laws and as may be advised by experts either to regularize lawfully all acts and deeds done under the erstwhile merger scheme or to undo what was done in pursuance and as a sequel of the erstwhile merger scheme sanctioned by BIFR.
• 10) The figures for the previous periods/years have been regrouped/restated, wherever necessary, to correspond with the figures of the current period.

Place : Navi Mumbai Date: 11 September 2020

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