Wanbury Limited — Earnings Release 2022

Jun 22, 2022

WAN BURY

Wanbury Limited ~d. Office : BSEL Tech Park, 8-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 : •91-22-67942111/333 CIN LS1900MH1988PLC0484SS Email : info@wanbury.com Website : www.wanbury.com

• ~ .. .....-~ - - - -

22nd June, 2022

To,	To,
The Manager - Listing Department,	The Manager - Listing Department,
BSE Limited,	National Stock Exchange of India Ltd.,
Phiroze Jeejecbhoy Towers,	Exchange Plaza, Plot No. C/1, 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 22°d June, 2022

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. Wednesday, 22nd June, 2022 has considered and approved the Audited Financial Results (Standalone & Consolidated) of the Company for the quarter and financial year ended on 3151 March, 2022. The results will be uploaded on the website. As per Regulation 33 of SEBJ (LODR), Regulations, 2015, we are enclosing herewith the following:

• a) Statement showing the Audited Financial Results (Standalone & Consolidated) of the Company for the quarter and financial year ended on 3151 March, 2022.
• b) Auditor's Report on the Audited Financial Results Standalone & Consolidated.
• c) Allotment of 30,000 Equity Shares of the Company to eligible employee of the Company who has exercised his Vested Options under Wanbury Limited Employee Stock Option Plan 2016 ("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.
• d) Pursuant to allotment made in point no. c above, the paid-up share capital of the Company increased to Rs.32,69,54,980/- (Rupees Thirty Two Crore Sixty Nine Lakhs Fifty Four Thousand Nine Hundred Eighty only) divided into 3,26,95,498 (Three Crore Twenty Six Lakhs Ninety Five Thousand Four Hundred and Ninety Eight) fully paid-up Equity Shares. In this regard, we enclose the general terms and conditions details of the said exercise, as necessitated vide SEBJ Circular dated 9th September, 2015 as 'ANNEXURE - A: and the details as necessitated by Securities Exchange Board of India (Share Based Employee Benefits and Sweat Eq uity) Regulations, 2021 as 'ANNEXURE- B'.

The report of Auditors is with unmodified opnuon with respect to Audited Financial Resu lts (Standalone and Consolidated) for the quarter and year ended 31st March 2022. Declaration to that effect is also enclosed herewith.

The Meeting of U1e Board of Directors commenced at 3:00 P.M. and concluded at 7:00 P.M. We request you to take this information on your records.

Thanking you,

Yours truly, For Wanbury Limited

End.: a/a.

Regd. Office : BSEL Tech Park, B-wing Ht' Floor, Sector-30 A, Opp. Vashi Railway Station, Vash1 Nav1 Mumbai 400 703 Maharaslltra. INDIA Tel. : +91-22·6794 2222 +91-22-7196 3222 Fax : +91 ·22-6794 2111/333 CIN L51900MH19BBPLC048455 Email : info@wanbury.com Website : www.wanburycom

22"'' June, 2022

- 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/1, G- Block,
Dalal Street,	Bandra-Kurla Complex, Sandra (East),
Mumbai - 400 001.	Mumbai · 400 051.
Scrip Code: 524212	Scrip Symbol: WANBURY

Dear Sir I Madam,

Sub.: Declaration pursuant to Regulation 33(3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the captioned subject, please note that the Board of Directors at their meeting held today, i.e. Wednesday, 22nd June, 2022 approved the Audited Financial Statements (Standalone & Consolidated) for the qttartei: and year ended 3151 March, 2022.

Further as required in terms of Regulation :33(3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is here!by declared that the Auditor's Report on Audited Financial Statements (Standalone & Consolidated) for the quarter and year ended on 315 ' March, 2022 is with un-modified opinion.

Thanking you,

Yours truly, For Wanbury Limited

ANNEXUl?EA

Disclosures about Options to purchase securities including, SEBI (Share Based Emp1oyee Benefits and Sweat Equity) Regu1ations, 2021 ("SEBI SBEB Regu1ations, 2021") at the time of instituting the scheme and vesting or exercise of options.

Sr. No.	Disclosures Brief details of options granted			Particulars
a)			The present instance is an allotment of 30,000 equity shares of face value of Rs.10 (Rupees Ten only) ("Equity Shares'') upon exercise of 30,000 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 SEBI SBEB Regulations, 2021 (if applicable)		Yes,	Regulations, 2021.	the scheme is in terms of SEBI SBEB
c)	Total number of shares covered by these options			Shares.	The total number of Equity Shares covered by these options in this instance is 30,000 Equity
d)	Pricing formula			granted on 30th May, 2017.	The exercise price for 30,000 vested options, is Rs. 10/- (Rupees Ten only) per option which were
e)	Vested Options Vesting ScheduJe:
	Part A: 50,000 Options			Part B: 50,000 Options
	Date of Vesting	Number of Options		Date of Vesting	Number of Options
	May 30, 2018	5,000		May 30, 2018	5,000
	May 30, 2019	7,500		Mav30, 2019	7,500
	May 30, 2020	10,000		May 30, 2020	10,000
	May 30, 2021	12,500		May 30, 2021	12,500 -
	May 30, 2022	15,000		May 30, 2022	15,000
	50,000 50,000 As per the above vesting schedule 30,000 options are vested after May 30, 2022.
- f)	Time within which options may be exercised			options.	The vested options are exercisable within a period of 2 (two) years from the di\te of ve.sting of the
g)	Options exercised			Option Grantee.	30,000 vested options are being ('Xercised by the
h)	Money realized by exercise of Options			Total amount of Rs. 3,00,000/ - mentioned in Sr. No. (c).	(Rupees I hree L1khs only) are realized by exercise of options
i)	The total number of shares arising as a result of exercise of option			Total 30,000 Equity Shares

-

j)	Options lapsed	The Company had launched WANBURY ESOP 2016 scheme for 9,98.464 options, out of which 9,35,000 options have been lapsed and out of 9,35,000 lapsed options 3,86,536 options have been re-issued and 5,48,464 are eligible to re-issue,
k)	Variation of terms of options	Not applicable
I)	Brief details of significant terms	As provided in Sr. No. (e)
m)	Subsequent changes or cancellation or exercise of such options	There are no subsequent changes or cancellation or exercise of options.
n)	Diluted earnings per share pursuant to issue of equity shares on exercise of options	The diluted earnings per share pursuant to issue of Equity Shares upon exercise of options is {Rs.0.08).

Jit ra J. Gandhi om pany Secretary

ANNEXURE· B

Notification For Issue of Shares Under Wanbury Limited Employees Stock Option Plan 2016 ("WAN BURY ESOP 2016")

Sr. No.	Particulars	Details
1.	I Company name and address of Registered Office	Wanbury Limited Registered Office: BSEL Tech Park, B - Wi ng, 101 .h Floor, Sector 30A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703. Maharashtra, India.
2.	I Name of the Stock Exchanges on which the Company's shares are listed	BSE Limited ("BSE") and Jndia Stock Exchange of National ("NSE")
3.	Filing date of the statement referred in regulation 1 O(b) of the SEBJ SBEB Regulations, 2021	3rd January, 2020
4.	Filing Number, if any	BSE In principle Application Number: 102745 NSE In principle Application Number: 22820
5.	I Title of the Scheme pursuant to which shares are issued, if any	Wanbury Limited Employee Stock Option Plan 2016 ("WANBURY ESOP 2016")
6.	Kind of security to be Listed	Equity Shares of face value of Rs.10/- (Rupees Ten only) per share ("Equ ity Shares")
7.	Par value of the shares	Rs.10/- (RupeesTen only) per share
8.	Date of allotment of shares	22°d June, 2022
9.	Number of shares allotted :	30,000 equity shares
10.	Share Certificate No., if applicable	Not Applicable
11.	Distinctive number of the share, if applicable:	32665498 to 32695498 (Hoth inclusive)
12.	ISIN Number of the shares if issued in Oemat :	INE107F01022
13.	Exercise price per share:	Rs.10/- (Rupees Ten only) per share
14.	Premium per share :	Nil, since options are granted at par
15.	Total Issued shares after this issue:	- 3,26,95,498 (Three Crore Twenty Six Four Lakhs Ninety five Thousand Hundred and Ninety Eight)) -

16.	Total Issued share capital after this issue:	Rs. 32,69,54,980/- (Rupees Thirty Two Crore Sixty Nine Lakhs Fifty Four Thousand Nine Hundred Eighty 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 in all respects to existing shares if not, when will they become identical? -:	Yes
20.	Details of listing fees, if payable :	Not Applicable

BURY For, Wanbury Limited WAN $\sqrt{l}$ Jitendian J. Gandhi
Company Secretary

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

Independent Auditors' Report

To The Board of Directors of WANBURY LIMITED

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying statement of "Standalone Annual Financial Results" of W ANBURY LIMITED (hereinafter referred to as the "the Company") for the year ended 31 March 2022, attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

• i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• n. give a true and fair view in confonnity with the recognition and measurement principles laid down in the applicable Indian accounting standards and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31 March 2022.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Annual financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.

Material Uncertainty Related to Going Concern

We draw attention to the Note no. 15 of the accompanied standalone annual financial results, regarding preparation of financial results on going concern basis. The Company's net worth has become positive during the year. The Company has defaulted in repayment of principal and interest to some of its lenders and its current liabilities far exceeds its current assets resulting in delayed payments and overdue amounts. 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, negotiate with creditors, generate cash flows in future to meet its obligation, to restructure its borrowings and business. Hence, the standalone annual financial results have been prepared on "going concern" basis for the reasons stated in aforesaid note.

Our opinion is not modified in respect of this matter.

Page 1 of 4

Emphasis of Matter Paragraph

Attention is invited to:

• 1. Note No. 9 of the accompanied financial results regarding guarantee given in respect of Exirn Bank's investment in Wanbury Holding B.V., a subsidiary of the Company;
• ii. Note No. 15 of the accompanied financial results regarding the status of merger of erstwhile PPIL with the Company; and
• m. Note No. 2 of the accompanied financial results, which describes the uncertarntles 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 matter.

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements and have been approved by the Company's Board of Directors.

The Company's Management and Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results .

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole arc free from material misstatement, whetl1er due lo fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is n high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant lo the audit in order to design audit procedures that are appropriate in the circwnstances. Under Section 143{3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to standalone annual financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone annual financial results made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, strucn1re and content of the standalone annual financial results, including the disclosures, and whether the standalone arumal financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other maners, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to conmrnnicace with them all relationships and other matters that may reasonably be thought lo bear on our independence, and where applicable, related safeguards.

Other Matters

The standalone annual financial results include the results for the quarter ended 31 March 2022, being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year, which were subject to limited review by us.

V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN. NO. 107488W AA MUMBAL-

seph V Ponte

FOR AND ON BEHALF OF

RASESH V. PAREKH - PARTNER MEMBERSHIP NO. 38615

MUMBAI DATED: 22 June 2022 UDIN: 22038615ALLCSC4892

Regd. Office : BSEL Tech Park, B-wing
10^th 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

	Statement of Standalone Audited Financial Results for the Quarter and Year ended 31 March 2022	Wanbury Limited
						(Rs in Lakhs)
Sr.	Particulars		Quarter ended		Year ended
No.		31/03/2022	31/12/2021		31/3/2021 31/03/2022	31/03/2021
		Audited (Refer Note 3)	Unaudited	Audited	Audited	Audited
1	Income: (a) Revenue from operations (b) Other income	13,439.40 64.12	12,483.64 25.49	12.044.74 121.25	51,118.57 150.79	39,251.75 240.40
	Total Income	13,503.52	12,509.13	12,165.99	51,269.36	39,492.15
$\overline{2}$	Expenses:
	(a) Cost of materials consumed (b) Purchase of stock-in-trade (c) Changes in inventories of finished goods, stock in trade and work- in-progress	7.843.90 564.33 (707.26)	7,243.40 825.60 (919.14)	7,846.70 269.33 (5.69)	30,493.43 2.014.02 (2,478.63)	21.787.91 1.064.88 (719.90)
	(d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Other expenses	1,795.72 478.99 300.23 2.661.43	1.947.75 563.72 302.95 2,501.88	1,464.47 578.80 258.70 2,646.69	7,480.99 2.061.08 1,144.98 10.077.48	6,414.66 2,307.48 975.41 8,902.27
	Total Expenses	12,937.34	12,466.16	13,059.00	50,793.35	40,732.72
	Profit/(Loss) before exceptional items and tax Exceptional item Gain on Extinguishment of Financial Liability (Net) (Refer note 11)	566.18 7,636.76	42.97	(893.01)	476.01 7,636.76	(1,240.57)
3 4	Profit/(Loss) before tax Tax expenses: (a) Current Tax	8.202.94	42.97	(893.01) 226.80	8.112.77	(1, 240.57) 226.80
5	(b) Deferred Tax (Net) Profit/(Loss) after tax	(51.37) 8.254.31	5.54 37.43	(224.32) (895.49)	(34.62) 8.147.39	(206.80) (1, 260.57)
6	Other comprehensive Income / (Loss) Items that will not be reclassified subsequently to profit and loss Income tax relating to items that will not be reclassified to profit or loss.	194.87 (51.37)	(15.87) 5.54	(13.98) 2.49	146.94 (34.62)	(64.11) 20.00
	Other comprehensive Income / (Loss) net of tax	143.50	(1,0.32)	(11.49)	112.32	(44.11)
$\overline{\phantom{a}}$	Total comprehensive Income / (Loss)	8,397.81	27.10	(906.98)	8,259.71	(1,304.68)
8	Paid up Equity Share Capital (Face Value of Rs.10 each)	3,266.55	3,266.55	2,501.51	3,266.55	2,501.5
$\mathbf{Q}$	Other equity				(3.047.78)	(15,567.03)
10	Earnings/(Loss) per share of Rs. 10 each (1) Basic - Before Exceptional Items in Rs. (2) Basic - After Exceptional Items in Rs. (1) Diluted - Before Exceptional Items in Rs. (2) Diluted - After Exceptional Items in Rs. See accompanying notes to the financial results	1.92 25.62 1.91 25.54	0.12 0.12 0.12 0.12	(3.58) (3.58) (3.58) (3.58)	1.59 25.29 1.58 25.21	(5.04) (5.04) (5.04) (5.04)

WANBURY

Page 1 of 5

Re . Office : BSEL Tech Park, B·wing 10 Floor, Sector· 30 A. Opp. Vash1 Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA

Tel : +91 ·22·6794 2222 Fax : +91·22·6794 2111/333 CIN LS 1900MH1988PLC0484SS Email . info@wanbury.com Website : www.wanbury.com

	STATEMENT OF ASSETS AND llABIUTIES	As at 31/ 03/ 2022 Audited	As at 31/03/2021 Audited
A	ASSETS
	Non-current Asset s
	(a) Property, Plant and Eouipment	14,871.08	15,810.61
	(b) Capital work-ln-prooress	234.68	1, 101.48
	( c) Other l ntanqlble assets	10.13	22.75
	(d) Rlqht of use assets	1,830.19	905.05
	( e) Financial Assets
	Ci) Investments	0.93	1.32
	(II) Other financial assets	376.11	347.27
	(f) Deferred tax assets (net)	563.19	563.19
	Co) Other non-current assets	48.11	39.35
	Total Non-current ssets1---11Jt.:.ic.;;:=io:.+-	1	---':::i:.i.Lt:~:it 1 0
	Current Assets
	(a) Inventories	4,972.91	2,485.28
	(b) Financial Assets
	Ci) Trade receivables (Ii) Cash and cash eQuivalents	6,279.92 2,248.75	3,446.75 996.25
	(iii) Bank balances other tha1n (Ii) above	278.64	170.04
	(iv) Other financial assets	114.75	61.20
	(c) Other current assets	3,074.09	2,435.88
	Total Current Assets	16,969.06	9,595.40
	Non-Current Assets classified as held for sale	196.54	373.59
	Total Ass
B	EQUITY AND LIABILITIES
	Equity
	(a) Eoultv Share capital		2,501.51
	(b) other Equity		15 567.04
	Liabilities
	Non-current Liabilities
	(a) Financial Liabilities
	BorrowlnQs		7.199.41
	Lease Liabilities	413.04	432.13
	(b) Provisions	1 206.58	1 375.02
	Total Non Current Ll	bilitlest---l ==:.=:"'f-	619.62 --~9 00===i 6.56
	Current Liabilities
	(a) Financial Liabilities
	(I) Borrowings	6,702.34	8,842.84
	(II) Trade payables
	a) Total outstanding dues of' Micro enterprises and Small enterorlses	B.33	10.48
	b) Total outstanding dues of' creditors other than	19,104.48	13,316.89
	Micro enterorlses and Small enlerorlses
	(Ill) Lease Llabllitles	244.91	81.53
	(iv) Other financial liabilities	4.844.54	9.405.51
	( b) Other current llabllllles	1,891.50	70 l. 52
	( c) Provisions	296.90	275.21
	Cd) Currenl Tax Liabilities (Net)	,,. t--,--=-==:<.+----:::""""" 168.63	185.00 =i
	Total current Liabi f~Hm.>X;==~:!.f- l.63 -. ,		--' 32 ==~ 18.97 8
~f.1'	., Sa	· .A'--''°-:~:-:-:~:-=-lr----::-::--:-::--:-:1
~ l I	n1 """' ~ ~ <:'{

R~d. Office BSEL Tech Parle, B·wing 10 floor, Sector-30 A. Opp, Vashi Railway Station, Vashl Navi Mumbai 400 703 Maharashtra. INDIA

Tel . . t91-22·6794 2222 t91-22-7196 3222 Fax . • 91 ·22·6794 2111/333 CIN LS1900MH1988PLC0484SS Email : 1nfo@wanbury.com Website · www.wanbury.com

( WAN BURY

WANBURY LIMITED Standalone Statement of Cash Flows for year ended 31 March 2022		(' in Lakhs'
Particulars	31/03/2022 Audited	31/03/2021 Audited
A Cash flows from Operating Activities
Net Profit /(Loss) before Tax	8,112.77	( 1,240.57)
Adjustments for:
Depreciation and amortisation	l,144.98	975.41
(Profit)/loss on sale/discard of Property, Plant & Equipments (Net)	63 .05	43.49
Allowances/(Reversal) for doubtful debts (Net)	2.36	(235.02)
Allowances/(Reversal) for Doubtful Loans & advances (Net)	26.86	-
Amounts written off	-	352.93
Finance Cost	2,061.08	2,307.48
Unrealised Exchange (Gain)/ Loss (Net)	(2.33)	62.94
Fair value (gain)/loss on financial asset measured at fair value	0.40	(0.64)
Share based payment expenses/( reversal}	71.10	20.30
Interest Income	(66.94)	(40.19)
Gain on Extingu1shment of Financial Liability	(7,636.76)	-
Amount Written Back Operating Profit (Loss) before Working Capital Changes	(32.06	( 164.471
Changes in Working Capital:	3, 744.51	2,081.67
Decrease/(lncrease) in Trade Receivable	(2,809.89)	1,388.86
Decrease/(lncrease) in Non Current Financial Assets-Loans	(27.48)	(38.61)
Oecrease/(Increase) in Other Non Current Assets	9.51	(6.24)
Decrease/(lncrease) in Other current financial assets	(SO.SS)	(18.33)
Decrease/( Increase) in Other Current Assets	(665.07)	(1,628.50)
Decrease/(Increase) in Inventories	(2,487.63)	( 1,259.55)
I ncrease/( Decrease) in Other Current-Financial Liabilities	(1,593.08)	10.57
Jncrease/(Decrease) in other Current Liabllltles	1,189.98	(329.69)
Increase/(Decrease) in Non Current Provisions	(57.46)	154.74
Increase/(Decrease) In Current Provisions	21.69	(3.69)
Increase/( Decrease) in Trade Payables	6 497.92	1 430.23
Cash Generated from (Used in) Operations Direct Taxes Paid (Net of Refunds/Prior Years Adjustments)	3,772.42 (16.37)	1,781.46
Net Cash generated from (Used in) Operating Activities	3 756.05	(113.311 1 668.15
B Cash flows from Investing Activit ies
Capital Expenditure on Property, Plant & Equipment including Capital
Advances Proceeds from Sale of Property, Plant & Equipment	(965,77) 1,079.81	(442.80)
Interest Income Received	56.07	3.08 40.80
Bank Balance not considered as Cash and Cash Equivalents (Net)	(111.46'	1 203.33
Net Cash generated from (Used in) I nvesting Activities	58.65	804.41
c Cash flows from Financing Activities Interest and other Finance Cost
Proceeds from issue of equity shares	(1,029.55) 4,966.25	(676.19)
Payment of Lease libllity ( Including Interest )	(223.26)	2.00 (21.54)
Repayment of Borrowings	(6 275.61'	(1 ,042.81'
Net Cash generated from (Used In) Financing Activities	2,562.17 1	( 1 738.54 1
Net I ncrease (Decrease) In Cash 8t Cash Equivalents	1,252.50	734.02
cash and Cash equivalents as at the beginning of the period	996.25	262.23
Cash and Cash Eciuivalents as at the end of the period	2 248.75	996.25

I ~)~;So. Page 3 of 5 ~ ~\ ~ ........ ~~ __... • ... c.t'"'

Regd. Office : BSEL Tech Park, B-w1ng 1 O" Floor. Sector-30 A. Opp. Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, JNDJA

Tel. : +91-22-6794 2222 +91-22-7196 3222 Fax : +91 -22-6794 2111/333 CIN L51900MH1988PLC048455 Email · 1nfo@wanbury.com Website : www.wanbury.com

Wanburv Limited

Statement of Standalone Audited Financial Results for the Quarter and Year ended 31 March 2022 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 22 June 2022.
• 2) The Company continues to consider the impact of Covid-19 pandemic in assessing the recoverability of receivables, inventories and other assets. For this purpose, the Company considers internal and external sources of information upto the date o approval of these financial results. The Company based on its Judgements, estimates and assumptions including sensitivity analysis expects to fully recover the carrying amount of its receivables, inventories and other assets. The Company will continue to closely monitor any material changes to future economic conditions.
• 3) Results for the quarters ended 31 March 2022 and 31 March 2021 are the balancing figures between audited figures in respect of the full financial year and the reviewed year to date figures up to the third quarter of the respective financial year.
• 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) The Code on Social Security, 2020 has been enacted by the Indian Parliament, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes will be applicable and the corresponding Rules, are yet to be notified. The Company wfll complete its evaluation and will give appropriate Impact in the period in which, the Code and the corresponding Rules become effective.
• 7) During the year 35,000 equity shares of Rs.10 each fully paid up were allotted upon exercise of vested options pursuant to the "Wanbury ESOP-2016", resulting in an increase in the paid-up share capital by Rs. 3.50 Lakhs and Securities Premium account by Rs. 12. 76 Lakhs.
• 8) The Board of Directors at their meeting held on 22 April 2021 allotted 76,15,381 Equity Shares of face value Rs. 10/ each at an issue price of Rs. 65/ - per equity share (including premium of Rs. 55/ - per equity share) resulting in an increase in the paidup share capital by Rs. 761.54 Lakhs and Securities Premium account by Rs. 4188.46 lakhs aggregating to Rs. 4950 Lakhs. Proceeds from the same have been utlllsed In repayment/settlement of existing debts.
• 9) Exim Bank had 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, Ex1m Bank had exercised Put Option vlde fetter dated 8 November 2011 and Company is required to pay USO 60 Lakhs (equivalent to ^~ 4,547.55 Lakhs) to acquire aforesaid Preference Shares. As per the Agreement dated 27 September 2021 with Exlm Bank and letter dated 20 April 2022 of Exim Bank, the aforesaid liability is settled under One Time Settlement (OTS) at USO 12 Lakhs (equivalent to Rs go9.51 lakhs) to be paid within the stipulated time along with Interest.
• 10) During the year, Edelweiss Asset Reconstruction Company Limited ("EARCL ") approved Settlement vfde letter dated 13 December 2021 in respect of borrowing and Interest accrued. As per the terms, part of the settlement amount has been pald(Refer note 8) and balance is payable within the stipulated time along with Interest.

During the year, borrowings from Union Bank of India and Exlm Bank have been assigned to EARCL. Pending final1sat1on of terms of repayment, appropriate effect has been given In financial statement.

• 11) During the year, the Company has entered Into agreement with various lender towands settlement of borrowings. Consequently, Rs. 7,636.76 Lakhs has been recongnlsed as gain(net) on extmgulshment of financial ltabllity and shown under "Exceptional Item".
• 12) During the year the Company revalued its land as per the Independent Registered Valuer's report and accordingly effect 1s given in the financial statements.

Rt . 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 211 1/333 CIN LS1900MH1988PLC048455 Email ; info@wanburycom Website · wwwwanburycom

13) In accordance with SEBI Regulations, during the year ended 31 March 2022, with the approval of members by the special resolution In EGM held on 17 March 2022, the Board Is entitled to issue and allot 54,50,000 convertible share warrants to promoter Group company on a preferential basis at issue price of Rs. 105 per warrant. Each warrant is convertible Into one fully paid up equity share of Rs. 10 each.

( WAN B U RY

• 14) Net-worth of the Company has turned positive as on 31 March 2022. Its current liabilities far exceeds Its current assets. The Company has raised funds and reduced debts (refer Note 8). Company is in the process of raising funds, and restructring/reallgnlng of businesses. In the opinion of the management, operations of the Company wfll continue without interruption. Hence, financial statements are prepared on a "going concern" basis.
• 15) 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 vlde 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 Rehabilltatlon 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 lnsolvency & Bankruptcy Code, 2016 ("IBC 2016"), the government amended Section 4(b) of the said repeal Act in the manner specified 1n the Eighth Schedule of !BC 2016, resulting in the abatement of all pending proceedings including pending merger scheme before BIFR.

During the year, company sold some of the land & building of erstwhile PPIL and the sales proceeds have been utilised towards payment of erstwhile PPIL dues.

In view of the foregoing developments, the management is currently considering various other options available under the laws and as may be advised by the legal 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.

16) Previous periods/year figures have been re-grouped I re-classified wherever necessary, to confirm to current period's classlflcatlon in order to comply with the requirements of the amended Schedule Ill to the:z; ompa ies Act, 2013 effective ^l April 2021. &: r W bu td.

Place : Mumbai Date: 22 June 2022

I '-"

K. Chandran Vice Chairman (DIN : 00005868)

Page 5 ors

V. PAREKH & ASSOCIATES CHARTERED ACCOUNT ANTS

37, HAMAM S"ffiEET, 2nd FLOOR, FORT. MUMBAI . 400 001. TEL 22650264, 22653555, 22666219 E-mail: mail@vpuckh.com

Independent Auditors' Report

To the Board of Directors of W ANBURY LIMITED

Report on the Audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of W ANBURY LIMITED (hereinafter referred to as the " the Holding Company" or "the Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), for the year ended 31 March 2022, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements of the subsidiaries, the aforesaid consolidated annual financial results:

• i. includes the annual financial results of the following wholly owned subsidiaries:
• Wanbury Holding B.V
• Ningxia Wanbury Fine Chemicals Company Limited
• Wanbury Global FZE
• u. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• iii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian accounting standards, and other accounting principles generally accepted in India of consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 31 March 2022.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 (''the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters", is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Material Uncertainty Related to Going Concern:

We draw attention to the Note no.15 of the accompanied consolidated annual financial results, regarding preparation of financial results on going concern basis. The Group's net worth is negative. The Group has defaulted in repayment of principal and interest to some of its lenders and its current liabilities far exceeds its current assets resulting in delayed payments and overdue amounts. 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, negotiate with creditors, generate cash flows in future to meet its obligation, to restructure its borrowings and business. Hence, the consolidated annual financial results have been prepared on "going concern" basis for the reasons stated in aforesaid note.

Our opinion is not modified in respect of this matter.

Emphasis of Matter Paragraph

Attention is invited to:

• 1. Note No. l 0 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.
• u. Note No.16 of the accompanied financial results regarding the status of merger of erstwhile PPIL with the Holding Company; and
• m. Note No.3 of 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 opinion is not modified in respect of these matter.

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements and have been approved by the Company's Board of Directors.

The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; mak.ing judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a tme and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the respective Management and the Board of Directors of the companies included in the Group are responsible for assessing the abiliry of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assu1rance about whether the consolidated annual financial results as a whole arc free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assum.nce is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and ap1propriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal contrnl relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(1) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal finarncial controls with reference to financial statements in place and the operating effectiveness of such contwls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, StruGture and content of the consolidated annual financial results, including the disclosures, and whether tihe consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group to express an opinion on the ccinsolidated annual financial results. We are responsible for the direction, supervision and perfonnance of the audit of financial infonnation of such entities included in the consolidated financial results of which we are the independent auditors. For the other emities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and pcrfon11ance of the audits carried out by them. We remain solely rcsponsibl1e for our audit opinion. Our responsibilities in this regard are further described in para (a) of the "Other Mallers" in this audit report.

Page 3 of 4

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the plam1ed scope and timing of the audit and significant audit findings, including any significant deficiencies in intcmal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,. and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also perfonned procedures in accordance with the circular No CIR/CFD/CMDI/44/2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

• a. The consolidated annual financial results include the audited financial results of three subsidiaries, whose financial statements reflect Groiup's share of total assets (before consolidation adjustments) of Rs. 154.91 Lakhs as at 31 March 2022, Group's share of total revenue (before consolidation adjustments) of Rs. Nil and Group's share of total net loss after tax (before consolidation adjustments) of Rs. Nil and Group's share of net cash inflows of Rs. Nil for the year ended on that date, as considered in the consolidate:d annual financial results, which have been audited by their respective independent auditors. The independent auditors' reports on financial statements of these entities have been furnished to us by the management. Our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above. Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
• b. The consolidated annual Financial Results include the results for the quarter ended 31 March 2022 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

FO~ AND ON BEHALF OF V. PAREKH &ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN. NO. 107488W

RASESH V. PAREKH - PARTNER MEMBERSHIP NO. 38615

MUMBAI DATED: 22 June 2022 UDIN: 'J...'.l..o3&b\~A-L-Lc~':J \~.S9-.

WANBURY

Regd. Office : BSEL Tech Park, B-wing
10^th Floor, Sector-30 A,
Opp. Vashi Railway Station,
Vashi Navi Mumbai 400 703
Maharashtra, INDIA Tel. : +91-22-6794

Tel. : +91-22-6794 2222

+91-22-6794 2111/333

CIN L51900MH1988PLC048455

Email : info@wanbury.com

Website : www.wanbury.com

	Statement of Consolidated Audited Financial Results for the Quarter and Year ended 31 March 2022					(₹ in Lakhs)
Sr.No.	Particulars		Quarter ended		Year ended
		31/03/2022	31/12/2021	31/3/2021	31/03/2022	31/03/2021
		Audited (Refer Note 4)	Unaudited	Audited	Audited	Audited
1	Income:
	(a) Revenue from operations	13,439.40	12,483.64	12,044.74	51,118.57	39,251.75
	(b) Other income Total Income	64.12	25.49	121.25	150.79	240.40
$\overline{2}$		13,503.52	12,509.13	12,165.99	51,269.36	39,492.15
	Expenses: (a) Cost of materials consumed
	(b) Purchase of stock-in-trade	7,843.90	7,243.40	7,846.70	30.493.43	21,787.91
	(c) Changes in inventories of finished goods, work-in-progress and	564.33	825.60	269.33	2,014.02	1,064.88
	stock in trade	(707.26)	(919.14)	(5.69)	(2,478.63)	(719.90)
	(d) Employee benefits expense	1,795.72	1,947.75	1,464.47	7,480.99	6,414.66
	(e) Finance costs	478.99	563.72	578.80	2,061.08	2.307.48
	(f) Depreciation and amortisation expense	300.23	302.95	258.70	1,144.98	975.41
	(g) Other expenses	2,661.43	2,501.88	2,646.69	10,077 48	8,902.27
	Total Expenses	12,937.34	12,466.16	13,059.00	50,793.35	40,732.72
	Profit/(Loss) before exceptional items and tax	566.18	42.97	(893.01)	476.01	(1, 240.57)
	Exceptional item	7.636.76			7.636.76
3	Gain on Extinguishment of Financial Liability (Net) (Refer note 12)	8.202.94	42.97	(893.01)	8,112.77	(1, 240.57)
$\overline{4}$	Profit/(loss) before tax
	Tax expenses : (a) Current Tax			226.80		226.80
	(b) Deferred Tax(Net)	(51.37)	5.54	(224.32)	(34.62)	(206.80)
5	Profit/(Loss) after tax	8,254.31	37.43	(895.49)	8,147.39	(1, 260.57)
6	Other comprehensive Income / (loss)
	(a) Items that will not be reclassified subsequently to profit or loss:	194.87	(15.87)	(13.98)	146.94	(64.11)
	Income tax relating to items that will not be reclassified to profit or	(51.37)	5.54	2.49	(34.62)	20.00
	loss
	Items that will be reclassified to profit or loss: (b)
	Exchange difference on translation of foreign operations.	(0.02)	(2.27)	(4.94)	(191)	3.33
	Other comprehensive Income / (Loss) net of tax	143.48	(12.60)	(16.43)	110.41	(40.78)
7	Total comprehensive Income / (Loss)	8.397.79	24.83	(911.93)	8,257.80	(1.301.35)
8	Paid up Equity Share Capital (Face Value of Rs.10 each)	3,266.55	3,266.55	2,501.51	3,266.55	2,501.51
9	Other Equity				(5,608.53)	(18, 125.87)
10	Earnings/(Loss) per share of Rs. 10 each- Not annualised
	(1) Basic- Before Exceptional Items	1.92	0.12	(3.58)	1.59	(5.04)
	(2) Basic- After Exceptional Items	25.62	0.12	(3.58)	25.29	(5.04)
	(3) Diluted- Before Exceptional Items	1.91	0.12	(3.58)	1.58	(5.04)
	Diluted- After Exceptional Items (4)	25.54	0.12	3.581	25.21	(5.04)

Page 1 of 5

. Office BSEL Tech Park, B·wing 10 Floor. Sector-30 A. Opp. Vash1 Railway Station, Vashi Navi Mumbai 400 703 Maharashtra. !NOIA Tel. : +91 ·22-6794 2222 +91 ·22·71963222

Fax : +91 ·22·6794 2111/333 CIN LS 1900MH1988PLC048455 Email : info@wanbury.com Website : www.wanbury.com

WANBURY

	STATEMENT OF ASSETS AND UABIUTIES	As at 3 1 / 03/ 2022 ;tp d 11	t~ in Lakhs l As at 3 1 / 0 3/20 21 A11rtit<> rt
A	ASSETS
	Non-current Assets
	(a) Property, Plant and Equipment	14,871.08	15,810.61
	(b) Capital work-in-proqress	234.68	1,101.48
	( c) Other l ntanqlble assets	10.13	22.75
	( d) HiQht of use assets	1,830.19	905.05
	( e) Financial Assets
	( i) Investments	0.93	1.32
	(Ii) Other financial assets (f) cieferred tax assets (net)	376.11 563.19	347.27 563.19
	(q) Other non-current assets	48.11	39.35
	Total Non-current Assets	17 934.42	18 79 1.01
	Current As:sets
	(a) Inventories	4,972.91	2,485.28
	(b) Financial Assets
	(i) Trade receivables	6,279.92	3,446.75
	(Ii) Cash and cash eoulvalents (Ill) Bank balances other than (ii) above	2,252.62	1.000.12
	(Iv) Other financial assets	278.64 114.75	170.04 61.20
	(c) Other current assets	3 225.11	2 589.65
	Total current Assets	17,123.95	9 ,753.04
	Non-Current Assets classified as held for sale	196.54	373.59
		17 .320.49	10.126.63
	Tota l Asset s	-:t<; 254.91	2 8 .917.64
B	EQUITY AND LI ABIUTIES Equity (a) Ec1uitv Share capital (b) Other Equity Total Equity Liabilit ies	3,266.55 (5 608.53) ( 2 341.98)	2.501.51 <18 125.87) ( 15.624.36)
	Non-curre1nt liabilities (a) Financial Liabilities Borrowlnqs Lease Liabilities (b) Provisions Total Non-current liabilities	- 4 13.04 1 206.58 1 619 .6 2	7,199.41 432.13 1 375.02 9 006.56
	Current liatbilities
	(a) Financial Llabllltles
	(I) Borrowinqs (II) Trade payables	6.702.34	8,842.84
	a ) Total outstanding dues of Micro enterprise and Small enterorfse	8 .33	10.48
	b) Total outstanding dues of creditors other than Mllcro enterorlse and Small enterorise	19,152.91	13,366. 17
	(iii) Lease Liabilities	244.91	81.53
	(iv) Other financial liabilities	7,510.73	12,071.71 702.51
	(b) Dither current liabilities ( c) Provisions	1.892.52 296.90	275.21
	(d) Current Tax Llabllitles (Net)	168.63	185.00
	Total current liabilities	- 35 977.27 ,-,,v r ·~	3 5 53 5.44
	~& Total Equity and Liabiliti.a ,, /,	. , ~ '\~·'7 ,~'\ 35 254 <jl (\YJ , .\</jl	zs.211.~
	r ) Paqe 2 of 5 1 I~ ~ -.r <~,'\ ~ ~- t MUMBAI·!. 1-~ :~ \C'.~ I ". ~ ~ ~ ~·.")'. .,,~~	, / , -- *

Regd. Office : BSEL Tech Park. B·wing 1 O"' Floor, Sector· 30 A, Opp Vashi Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INOIA Tel. : +91-22·6794 2222 Fax : +91 ·22·67942111/333 CIN L51900MH1988PLC048455 Email ; info@wanbury.com Website ; www.wanbury,com

(W'ANBURY	+91 ·22·7196 3222 Fax : +91 ·22·67942111/333 CIN L51900MH1988PLC048455 Email ; info@wanbury.com

WANBURY LIMITED Consolidated Statement of Cash Flows		"in Lakhsl
Particulars	3 1/ 03/2022 Audited	31/03/2021 Audited
A Cash flow s from Operating Activities
Net Profit (Loss) bel'ore Tax	8,112.77	(1,240.57)
Adjustments for:
Depreciation and amortisatlon	1,144.98	975.41
{Profit) Loss on Fixed Assets Sold (Net)	63.05	43.49
Allowances/(Reversals) for Doubtful debts (Net)	2.36	(235.02)
Allowance.s/(Reversal) for Doubtful Loans & advances (Net)	26.86	-
Allowance/{Reversal) for Corporate guarantee {Net)	-	-
Amounts written off	-	352.93
Finance Cost	2,061.08	2,307.48
Unrealised Exchange (Gain) Loss {Net)	(2.33)	62.94
Fair value gain on financial asset measured at fair value	0.40	{0.64)
Share based payment expenses/(reversal) Interest Income	71.10	20.30
Gain on Extlngulshment of Financial Liability	(66.94)	(40.19)
Amount Written Back	(7,636.76) (32.06)	(164.47)
Operating Profit (Loss) before Working Capital Changes	3,744.51	2,081.67
Changes In Working Capital :
Decrease (Increase) In Trade Recelvable	(2,809.89)	1,388.86
Decrease {Increase) in Non Current Financial Assets-Lc•ans	(27.48)	(38.61)
Decrease {Increase) in Other Non Current Assets	9.51	(6.25)
Decrease (Increase) in Other current financial assets	(50.58)	{18.33)
Decrease (Increase) In Other Current Assets	(662.31)	(1,633.41)
Decrease (Increase) in Inventones Increase (Decrease) in Other Current-Financial Llabllitl•es	(2,487.63) (1,593.08)	(1,259.55)
Increase (Decrease) in Other Current liabllities	1,190.01	10.57 (329.72)
Increase (Decrease) In Non Current Provisions	(57.47)	154.74
Increase (Decrease) in Current Provisions	21.69	(3.69)
Increase (Decrease) In Trade Payables	6,497.08	l ,431.87
Increase (Decrease) in Foreign Currency Translation Re·serve	(l.91'	3.33
Cash Generated from {Used In) Operations	3,772.42	1,781.46
Direct Taxes Paid (Net of Refunds/Prfor Years Adjustments)	(16.37)	(113.Jl l
Net Cash generated from (Used in) Operating Activities	3 756.05	1 668.15
B Cash flows from Investing Activities
Capital Expenditure on Property, Plant & Equipment including capital
Advance.s	(965.77)	(442.80)
Proceeds from Sale of Property, Plant & Equipment	1,079.81	3.08
Interest Income Received Bank Balance not considered as Cash and Cash Equlval•~ nts (Net)	56.07	40.80
Net Cash generated from (Used In) Investing Activities	( 111.46' 58.65	1 203.33 804.41
c Cash flows from Financing Activities
Interest and Other Finance Cost	{ 1,029.55)	(676.19)
Proceeds from Issue of equity shares Payment of Lease liability ( including Interest )	4,966.25 (223.26)	2.00 (21. 54)
Repayment of Borrowings	(6 275.61'	tl 042.81)
Net Cash generated from (Used In) Financing Activities	{2 562.17)	Cl 738.53)
Net Increase (Decrease) in Cash & Cash Equivalents	1, 252.50	734.02
Cash and Cash equivalents as at the beginning of the period	1 000. 12	266.10
Cash and Cash Eouivalents as at the end of the period	2 252.62	l 00_0 .12

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Regd. Office 8SEL Tech Park. 8-w1ng 1 O'" Floor. Sector-30 A. Opp Vash1 Railway Station, Vash1 Navi Mumbai 400 703 Maharashtra, INDIA

Tel +91-22-6794 2222 -t91 22 7196 3222 Fax -t91 -22-6794 2111/333 CIN L51900MH1988PLC0484SS Email info@wanbury.com Website www.wanburycom

Wanburv Limit ed

• Statement of Consolidated Audited Financial Results for the Quarter and Year ended 31 March 2022 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 22 June 2022.
• 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 pre~pared as per Ind AS 1 JO on Consolidated Financial Statements. There is no minority interest.
• 3) The Group continues to consider the impact of Covid-19 pandemic in assessing the recoverability of receivables, inventories and other assets. For this purpose, the Group considers internal and external sources of information upto the date of approval of these financial results. The Group based on its Judgements, estimates and assumptions including sensitivity analysis expects to fully recover the carrying amount of its receivables, inventorle.s and other assets. The Group will continue to closely monitor any material changes to future economic conditions.
• 4) Results for the quarters ended 31 March 2022 and 3 ll March 2021 are the balancing figures between audited figures in respect of the full financial year and the reviewed year to date figures up to the third quarter of the respective financial year.
• S) 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) The Code on Social Security, 2020 has been enacted by the Indian Parliament, which would impact the contributions by the Holding Company towards Provident Fund and Gratuity. The effective date from which the changes w111 be applicable and the corresponding Rules, are yet to be notified. The Holding Company will complete Its evaluation and will give appropriate impact in the period in which, the Code and the corresponding Rules become effective.
• 8) During the year 35,000 equity shares of Rs.10 each fully paid up were allotted by the Holdlng Company upon exercise or vested options pursuant to the •wanbury ESOP-2016", resulting in an increase in the paid-up share capital by Rs. 3.50 Lakhs and Securities Premium account by Rs. 12.76 Lakhs.
• 9) The Board or Directors of the Holding Company at their meeting held on 22 April 2021 allotted 76,15,381 Equity Shares of race value Rs. 10/- each at an issue price of Rs. 65/· per equity share (including premium of Rs. 55/- per equity share) resulting in an Increase In the paid-up capital by Rs. 761.54 Lakhs and Securities Premium account by Rs. 4188.46 Lakhs aggregating 10 Rs 4950 Lakhs. Proceeds from the same have been utilis.ed In repayment/settlement of existing debts.
• 10) Exim Bank has subscribed to 4,511 Preference Shares or Euro 1,000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Prererence Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Ex1m Banf.. has exercised Put Option vlde letter dated 8 November 2011 and Company is required to pay USO 60 Lakhs (equivalent to ? 4,547.55 Lakhs) to acquire aforesaid Preference Shares. As per the Agreement dated 27 September 2021 with EXIM Bank and letter dated 20 April 2022 of EXIM Bank, the aforesaid liability Is settled under One Time Settlement (OTS) at USO 12 Lakhs (equivalent to Rs 909.51 Lakhs) to be paid within the stipulated time along with Interest.
• 11} During the year, Edelweiss Asset Reconstruction Company limited ("EARCL") approved Settlement vide letter dated 13 December 2021 in respect of borrowing and interest accrued. As per the terms, part of the settlement amount has been pald(Refer note 9) and balance Is payable within the stipulated l ime along with Interest.

During the year, borrowings from Union Bank of lndic1 and Exlm Bank hilvC been assigned to EARCL. Pending finalisation of terms of repayment, appropnate effect has been given In financial statements.

12) During the year, the Holding Company has entered Into agreement with various lender towards settlement of borrowings. Consequently 1 Rs. 7,636. 76 Lakhs has been recongni:;ed as gain( net) on extingulshment of llnancial liability and shown under "Exceptional Item".

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R~d. Office : BSEL Tech Parle, B·wing l 0 Floor. Sector· 30 A, Opp Vash1 Railway Station, Vashi Navi Mumbai 400 703 Maharashtra, INDIA Tel. +91·22· 6794 2222

Website · www.wanbury.rnm

( W'ANBU RY +91 ·22·7196 3222 Fax : +91·22·67942111/333 CIN L51900MH1988PLC0484SS Email : 1nfo@wanbury.com

13) During the year the Holding company revalued 1ts land as per the Independent Registered Valuer's report and accordingly effea is given in the financial statements.

• 14) In accordance with SEBI Regulations, during the year ended 31 March 2022, with the approval of members of Holding company by the special rcsolutlon in EGM held on 17 March 2022, the Board of Holding company is entitled to Issue and allot 54,50,000 convertible share warrants to promoter Group of Holclfng company on a preferential basis at issue price of Rs. 105 per warrant. Each warrant is convertible Into one fully paid up equity share of Rs. 10 each.
• 15) Net-worth of the Group is negative as on 31 March 2022. Its current liabilities far exceeds its current assets. The Holding Company has raised funds and reduced debts (refer Note 9). The Group Is in the process of raising funds, and restructring/reallgning of business. In the opinion of the management, operations of the Group will continue without Interruption in spite of negatfve net worth. Hence, financial statennents are prepared on a "going concern" basis.
• 16) Erstwhile The Pharmaceutical Products of India Umiitcd {PPIL) merged with the Holding Company pursuant to the Scheme of Revival cum Merger (the Scheme) approved vlde order dated 24 April 2007 by the Board for Industrial and Flnanclal Reconstruction (BIFR) u/s 18 and other applicable 1provisions or the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) w.e.f. 1st Apnf 2006 being the appointed datl?. Subsequently in response to a suit fifed by one of the unsecured creditors or 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, vlde Notification No. S.O. 3S68(E) dated :25 November 2016, notified the SICA Repeal Act, 2003, w.e.f. 1 December 2016 and as a consequence thereof, BIFR and AAI:FR stood dissolved w.e.f. l December 2016. Simultaneously, in terms or Section 2S2 of Insolvency & Bankruptcy Code, 2016 ("IBC 2016")1 the government amended Section 4(b) of the said repeal Act In the manner specified in the Eighth Schedule of l!BC 2016, resulting In the abatement of all pending proceedings including pending merger scheme before BJFR.

During the year, Holdmg company sold some of the land & buildlng of erstwhile PPIL and the sales proceeds have been utllised towards payment of erstwhile PPIL dues.

In view of the foregoing developments, the management is currently considering various other options available under the laws and as may be advised by legal experts either to regularize lawfully all acts and deeds done under the erstwhile merger scheme or to undo what was done ln pursuance and as a sequel of the erstwhile merger scheme.

17) Previous periods/year figures have been re-grouped / re-classified wherever necessary, to confirm to current period's ctassificatlon In order to comply with the requirements of the amended Schedule 111 to the Companies Act, 2013 effective ^l stApril2021. ~~ For n Ltd.

, Place : Mumbai • Chandran .....,.. Date: 22 June 2022 Vice Chalrman (DIN : OOOOS868)

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