Wanbury Limited — Proxy Solicitation & Information Statement 2025

Dec 12, 2025

Wanbury Limited

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 CIN L51900MH1988PLC048455 Email : info@wanbury.com Website: www.wanbury.com

12th December, 2025

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, Bandra (East),
Mumbai - 400 001.	Munibai-400 051.
Scrip Code: 524212	Symbol: W ANBURY

Dear Madam/ Sir,

Sub: Notice of the Extra Ordinary General Meeting of Wan bury Limited

The Extra Ordinary General Meeting ('EOGM') of W anbury Limited ('the Company') will be held on Monday, 05th January, 2026, at 03:00 pm through Video Conferencing (VC) / Other Audio Visual Means (OA VM).

Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Notice of Extra Ordinary General Meeting which is being sent through electronic mode only to the Members of the Company.

The Notice of the Extra Ordinary General Meeting is also available on the website of the Company at www.wanbury.com

Kindly take the same on record.

Thanking You,

Encl.: a/a

Wanbury Limited

BSEL Tech Park, B-Wing, 1 O'h Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703, Maharashtra, India. Tel: +91-22-67942222 Fax: +91-22-67942111/333 CIN: L51900MH1988PLC048455 E-mail : cs@wanburv.com Website: www.wanbury.com

NOTICE

Notice is hereby given that the Extra-Ordinary General Meeting of the Members of Wanbury Limited (the "Company") will be held on Monday, S'h day of January, 2026 at 03:00 P.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business, with or without modifications. The venue of the meeting shall be deemed to be the registered office address of the Company at BSEL Tech Park, B-Wing, 10th Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703, Maharashtra, India.

SPECIAL BUSINESS:

1. Re-appointmentof Mr. Manojkumar Khubchand Gursahani (DIN- 01064558) as Non-Executive Independent Director:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification or re-enactment thereof, forthetime being in force), applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), and any other applicable law (collectively referred to as "Applicable Law"), and Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and Board of Directors ("Board") , Mr. Manojkumar Khubchand Gursahani (DIN: 01064558), who was appointed as an Non-Executive Director by the shareholders at their meeting dated February 20, 2025 with effect from 8'h January, 2025 and who has submitted a consent to continue to act as a Non-Executive Director and a declaration that he continues to meetthe criteria ofindependence under Section 149(6) of the Companies Act, 2013 along with the rules framed thereunder and the Listing Regulations, and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of director pursuant to Section 160(1) of the Companies Act, 2013, be and is hereby re-appointed as Non-Executive Independent Director of the Company to hold office for a term of one (1) year with effect from 08'" January, 2026 upto 07'hJanuary, 2027, upon such terms & conditions as may be determined by the Board from time to time within the overall limits, if any, under the Companies Act, 2013 and whose office shall not be liable to retire by rotation.

FURTHER RESOLVED THAT the shareholders of the Company be and hereby grant the Board of Directors of the Company liberty to alter and/or vary the terms and conditions of said appointment, as may be deemed fit by the Board from time to time, subject to provisions of Applicable Law.

FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) or Company Secretary of the Company be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Registered Office:

BSEL Tech Park, B - Wing, 1 O'h Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703.Maharashtra, India. Tel.: 91 22 67942222 Fax: 91 22 67942111/333 Email: cs@wanburv.com Website: www.wanbury.com CIN: L51900MH1988PLC048455

Vashi, Navi Mumbai, 10'hDecember, 2025

By Order of the Board of Directors For Wanbury Limited

NOTES:

• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (the" Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), as amended, setting out the material facts in respect of the Special Business as per Item No. 1 herein above, is annexed hereto and forms part of this Notice.
• 1. Pursuant to General Circular No. 09/2024 dated September 19, 2024, Circular No. 14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April 2020, General Circular No. 09/2023 dated September 25, 2023 read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025 ("MCA Circulars") issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBl/HO/CFD/CMD1 /CIR/P/2020/79 dated 12th May 2020 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold Extra-Ordinary General Meeting ("EGM") through VC/OAVM, without the physical presence of members at a common venue till further orders. Hence, in compliance with the Circulars, the EGM of the Company is being held through VC/OAVM. The detailed procedure for participating in the meeting through VC/OAVM is annexed herewith and available at the Company's website www.wanburv.com.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the proxy forms and attendance slips are not annexed to this Notice. However, in pursuance of Section 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/ OAVM and casttheirvotes through e-voting.
• 1. Institutional/Corporate Shareholders (i.e. other than individuals/HUF/NRl,etc.) are required to send a scanned copy (PDF/JPG format) of its Board or governing body resolution/authorisation etc., authorising its representative to attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the through the Company Scrutinizer by email through its registered email address to cs@wanburv.com with a copy marked to support@purvashare.com at least48 hours before the commencement of EGM.
• 1. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of EGM, i.e. Monday, January 05'", 2026. Members seeking to inspect such documents can send an email to cs@wanbury.com.
• 1. In case of joint holders attending the Meeting, the member whose name appears as the first holder in the order of names as per Register of Members will be entitled to vote.
• 1. The Members are requested to notify immediately changes, if any, in their registered address: (i) to the Company's Registrar & Share Transfer Agent, Mis. Purva Sharegistry India Pvt. Ltd; 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East),Mumbai - 400 011, Telephone No.: +91-22-2301 6761, 28301 8261, E-mail: support@purvashare.com ("Purva Sharegistry") respect of the Shares held in Physical Form and (ii) to their Depository Participants (DPs) in respect of Shares held in Dematerialized Form.
• 1. Since the EGM will be held through VC/OAVM in accordance with the Circulars, the route map is not attached to this Notice.
• 1. Members holding shares in physical mode:
• a. are required to submit their Permanent Account Number (PAN) and Bank account details in letter enclosed to the Company I Mis. Purva Sharegistry India Pvt. Ltd, if not registered with the Company as mandated by SEBI.
• b. are advised to register the nomination in respect of their shareholding in the Company. Nomination Form (SH-13) is put on the Company's website at www.wanbury.com.
• c. are requested to register I update their e-mail address with the Company/ Mis. Purva Sharegistry India Pvt. Ltd for receiving all communications from the Company electronically.
• 1. Members holding shares in electronic mode:
• a. are requested to submit their PAN and bank account details to their respective DPs with whom they are maintaining theirdemat accounts.
• b. are advised to contact their respective DPs for registering the nomination.
• c. are requested to register I update their e-mail address with their respective DPs for receiving all communications from the Company electronically.
• 11 . Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration)Rules, 2014 and Regulation 44 of Listing Regulations, the Company has provided remote e-voting facility to its shareholders in respect of all the business as per Item No. 1 herein above.

12. Process and manner for Members opting for Remote e-voting and e-voting during EGM are as under:

SHAREHOLDER INSTRUCTIONS FOR E-VOTING

Purva e-Voting System - For Remote e-voting and e-voting during EGM

• 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 as amended from time to time. The forthcoming EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the, Company is providing facility ofremote e-voting to its Members in respect of the business to be transacted atthe EGM. For this purpose, the Company has entered into an agreement with Purva Sharegistry (India) Private Limited ("Purva") for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote evoting as well as thee-voting system on the date of the EGM will be provided by Purva.
• 1. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and casttheirvotes through e-voting.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.wanburv.com The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindla.com and www.nselndia.com respectively. The EGM Notice is also disseminated on the website of Purva (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. https://evotfng .purvashare.com/.
• 1. The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period begins on Friday, 2"' January, 2026 at 09:00 A.M. and ends on Sunday, 4'h January, 2026 at 05:00 P.M. During this period shareholder's of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday, 29'h December, 2025 may cast their vote electronically. Thee-voting module shall be disabled by Purva for voting thereafter.
• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) Pursuant to SEBI Circular No. SEBl/HO!CFD/CMD/CIR/Pf2020/242 dated 9th December, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholde.rs' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBl/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method fore-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding se.curities in Demat mode with CDSL	1) Users who have opted for CDSL Easi I Easiest facility, can login through their existing user id and password. Option will be made available to reach e Voting page without any further authentication. The URL for users to login to Easi I Easiest are httos://web.cdslindla.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi I Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME/PURVA, so that the user can visit the e-Voting service providers' website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasl/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindla.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e Voting page. Click on company name ore-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/ldeasDirectReg. jsp 3) Visit thee-Voting website of NSDL. Open web browser by typing the following URL: https://www.evotinq,nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company nomo or o Voting oorvioo providor nomo and you will bo rodirootod too Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4) Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. ' NSDL Mobile App Is available on I S App Store ~Google Play • • •,·.~ Iii

	For OTP based login you can click on httos://eserv1ces.nsdLcom/SecureWeb 5) (evolinglevotinqlogin.jsp. You will have lo enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL fore-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click one-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name ore-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evofing@cdslindla.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.ln or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(i) Login method fore-Voting and joining virtual meeting for shareholders other than individual shareholders holding in De mat form & physical shareholders.

• 1) The shareholders should log on to thee-voting website https://evoting .purvashare.com.
• 2) Click on "Shareholder/Member'' module.
• 3) NowenteryourUserlD
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) If you are holding shares in demat form and had logged on to www.evotingindla.com or www.evoting.nsdl.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• 5) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 1 O digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the memberid /folio number in the Dividend Bank details field as mentioned in instruction (v).

• (ii) After entering these details appropriately, click on "SUBMIT" tab.
• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen.
• (iv) For shareholders holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.
• (v) Click on the EVENT NO. forWanbury Limited on which you choose to vote.
• (vi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO/ABSTAIN" for voting. Select the option YES or NO or ABSTAIN as desired. The option YES implies that you assent to the Resolution, option NO implies that you dissent to the Resolution and option ABSTAIN implies that you are not voting either for or against the Resolution.
• (vii) Click on the "NOTICE FILE LINK" if you wish to view the Notice.
• (viii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (ix) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (x) Facility for Non-Individual Shareholders and Custodians Remote Voting
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https:/fevoting.purvashare.com and register themselves in the "Custodians I Mutual Fund" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to evotlng@purvashare.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s)forwhich they wish to vote on.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system forthe scrutinizer to verify the same.
• Alternatively, non-individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@wanbury.com, if they have voted from individual tab & not uploaded same in the Purva e-voting system forthe scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VCIOAVM & E-VOTING DURING MEETING ARE ASUNDER:

• 1. The procedure for attending meeting & e-Voting on the day of the EGM is the same as the instructions mentioned above for Remote e-voting.
• 1. The link for VC/OAVM to attend the meeting will be available where the EVENT NO. of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote atthe EGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops/ I Pads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experienceAudioNideo loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 7'. 3lidll::Ji 1ull.lt:Jlb wl IU wuulLI lik.t:J Lu l::J!lµlt:Jbb Llit:Jh Vll::JWS/l:!Sk. 4ut:Jsllu1 IS UUI" 1y LI ll:l llll:ll:llh1y llll:IY ll:lylsll:ll Llll:JlllSl:JIVl:JS l:IS l:I sµl:ll:lk.l:ll by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@wanbury.com. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@wanbury.com. These queries will be replied to by the Company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
• 1. If any Votes are cast by the shareholders through thee-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@wanburv.com or support@purvashare.com.
• 1. For Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP).
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting &joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the Purva e-Voting System, you can write an email to evollnq@purvashare.com or contact at 022-49614132and 022-49700138.

All grievances connected with the facility for voting by electronic means may be addressed to Ms. Deepali Dhuri, Compliance Officer, Purva Sharegistry (India) Private Limited, Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011 or send an email to evoUnq@purvashare.com or contact at 022-022-49614132 and 022-35220056.

ANNEXURE TO THE NOTICE:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT. 2013 AND OTHER APPLICABLE PROVISIONS.

RESOLUTION NO 1:

RE-APPOINTMENT OF MR. MANOJKUMAR KHUBCHAND GURSAHANI (DIN - 01064558) AS NON-EXECUTIVE INDEPENDENT DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors and considering the background and experience, the shareholders of the Company had appointed Mr. Manojkumar Khubchand Gursahani as a Non-Executive Independent Director of the Company at their meeting held on February 20, 2025. During the past year, his contribution has been beneficial to the Company, therefore the Board, at its meeting held on December 10, 2025, proposed his re-appointment as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of one (1) year with effect from 08'hJanuary, 2026 upto O?'h January, 2027.The Company has, in terms of Section 160(1) of the Companies Act 2013 ("Act") received in writing a notice from a Member, proposing his candidature forthe office of Director.

The Company has received from Mr. Manojkumar Khubchand Gursahani, (i) Consent to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (the "Rules");(ii) Intimation in Form DIR-8 in terms of the Rules to the effect that he is not disqualified under the provisions of Section164 of the Act; (iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"); (iv) Confirmation in terms of Regulation 25 (8) of the Listing Regulations that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties and (v) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20'hJune, 2018 and NSE Circular No. NSE/CML/2018/24 dated 20'hJune, 2018, that he has not been debarred from holding office of a Director by virtue of any order passed by Securities and Exchange Board of India or any other such authority.

He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Rules, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

A brief profile of the Director proposed to be appointed is given below:

Mr. Manojkumar Khubchand Gursahani is a distinguished professional with over 30 years of experience and thought leader, holding a graduate degree from Mumbai University. He is a TED speaker, global strategist, and author ofThe Human Connect.

Manoj co-founded Vera Healthcare Technologies, an Al-driven platform for early detection of ocular diseases. He serves as Executive Director at the Global Chamber and Mumbai Chair for the Las Vegas Chamber of Commerce. Additionally, he is the Managing Trustee of the Indian Relief Foundation and an advisor to Lion Tarachand Bapa Hospital. As the Immediate Past President of the Rotary Club of Queens Necklace, Mumbai, he has significantly contributed to community welfare.

Details of Directors pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are given below:

Name	Mr. Manojkumar Khubchand Gursahani
Age	64 years
Date of appointment as Director on the Board	08"' January, 2025
Qualifications	Graduate degree from Mumbai University
Experience	Over 31 years
Brief resume of the director	- As detailed above ~lJR~

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Nature of expertise in specific functional areas	Pharmaceuticals
Terms and conditions of appointment	As decided by the Board of Directors (including Nomination & Remuneration Committee) and as extracted above.
No. of Equity Shares held in Wanbury Limited	NIL
Number of Board meetings Attended during their tenure in FY 2024-25 & 2025-26	2024-2025: 01
	2025-26: 04
Details of remuneration last drawn (in Rs.)	2024-25: NotApplicable (Only Sitting Fees)
	2025-26: Not Applicable (Only Sitting Fees)
Remuneration proposed to be paid (in Rs.)	As may be decided by the Board of Directors (including Nomination & Remuneration Committee)
Names of entities in which the person holds directorship apart from Wanbury Limited	NIL
Names of listed and unlisted public entities in which the person holds membership/ Chairmanship in Committees of the board*#	NIL
Names of listed entities from which the person has resigned in the past three years	NIL
Inter se Relationship with other Directors, Manager and other KeyManagerial Personnel of the company	No relationship between Mr. Manojkumar Khubchand Gursahani and other directors, Manager and other Key Managerial Personnel
Justification in choosing the appointee as Independent Director I Skills and Capabilities required for the role and the manner in which the proposed person meets such requirements	The Nomination & Remuneration Committee taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation, concluded and recommended to the Board that Mr. Manojkumar Khubchand Gursahani qualifications and the experience in the abovementioned areas meets the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mr. Manojkumar Khubchand Gursahani continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as a Non-Executive Independent Director of the Company and his continued association would be of immense benefit to the Company.

As per latest disclosures received from the Director

*In terms of the Listing Regulations, only two committees viz. Audit Committee and Stakeholders' Relationship Committee have been considered

In the opinion of the Board, Mr. Manojkumar Khubchand Gursahani is a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the Listing Regulations, each as amended, and is independent of the Management of the Company.

Save and except Mr. Manojkumar Khubchand Gursahani and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors/Key Managerial personnel of the Company/their relatives are, in any way, concerned or interested financially or otherwise, in the Resolution set out at Item No.1 of the Notice.

The Board recommends the passing of this (Item No.1) Resolution by special resolution.

Registered Office: BSEL Tech Park, B - Wing, 1 O"' Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703.Maharashtra, India. Tel.: 91 22 67942222 Fax: 912267942111/333 Email: cs@wanbury.com Website: www.wanbury.com CIN: L51900MH 1988PLC048455

By Order of the Board of Directors For Wan bury Limited

Company J;te ~ Secretary

Digitally signed by JITENDRA JAYANTILAL GANDHI DN: c=IN, postalCode=400092, st=MAHARASHTRA, street=12-D15, 3RD FLOOR, ESTEE APARTMENT ,SAIBABA NAGAR ,MUMBAI,BORIVALI WEST ,400092, l=MUMBAI,

serialNumber=dd7bf68d2d33b1a0b2c1c9ea066064ac87 ac5fbfc7dbca1ff8702008cecc8cef, pseudonym=f9c60cbabe0f41cca990c8873b3c1d17, 2.5.4.20=265ffb5da821684560ea15e545a517df8af595a3 473eca632336e7b57b06b286, email=JITENDRA.GANDHI@WANBURY.COM, cn=JITENDRA JAYANTILAL GANDHI Date: 2025.12.12 16:48:01 +05'30'

o=Personal,

Vashi, Navi Mumbai, 1 O'" December, 2025

JITENDRA JAYANTILAL GANDHI