Your Directors have pleasure in presenting herewith the 37^th Annual Report of the business and operations alongwith Audited
Financial Statements of the Company for the Financial Year ended 31 March, 2025.

FINANCIAL HIGHLIGHTS (STANDALONE):

The summarised financial highlights for the year under review are as under:

(Rs. in Lakhs)

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2024-2025 are prepared in compliance with
applicable provisions of the Companies Act, 2013 read with Ind AS 110 -'Consolidated Financial Statements'. The Consolidated
Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and
associate companies, as approved by the respective Board of Directors.

TRANSFER TO RESERVES:

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

OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:

The Financial Highlights are as under:

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

The profit for the Financial Year under review was ? 3,053.01 Lakhs as against profit of ? 3,039.94 Lakhs in the previous
Financial Year.

SHARE CAPITAL:

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

MANAGEMENT'S DISCUSSION AND ANALYSIS:

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

DIVIDEND:

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

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return as on 31 March, 2025, is placed on the website of the Company at
http://www.wanbury.com/.

DEPOSITS:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated
to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in
which the Company operates, the business model of the Company, etc. are placed on the website of the Company
http://www.wanburv.com/.

In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. Mohan Kumar
Rayana, Whole-time Director, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.

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

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

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

2025.

During the year under review, Mr. Pravin Dilip Pawar retired on the close of business hours on 17 November, 2024.

Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

ANNUAL PERFORMANCE EVALUATION:

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

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

The Company's Nomination and Remuneration policy covers aspects including but not limited to criteria for determining
qualifications, positive attributes, independence of a director and other matters as provided under Section 178 of the Companies
Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

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

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia
Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).

The accounts of Cantabria Pharma S. L. are not available since it is under liquidation.

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the
Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis.
During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties,
which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and
at arm's length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as
approved by the Board may be accessed on the Company's website at www.wanburv.com.

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE
AND THE DATE OF THIS REPORT:

No material changes and commitments which could affect the Company's financial position have occurred between the end of
the financial year of the Company and date of this report.

STATUTORY AUDITORS:

M/s. Kapoor & Parekh Associates, Chartered Accountants (Firm Registration No. 104803W), Mumbai was appointed as Statutory
Auditors of the Company by the Members vide resolution dated 27 September, 2024, until the conclusion of the 41^st Annual
General Meeting.

AUDITOR'S REPORT:

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

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

COST AUDITOR:

Your Directors have appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for
the Financial Year 2025-2026. M/s. Manish Shukla & Associates, Cost Accountant, Mumbai will submit the Cost Audit Report
alongwith necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified
time and at the same time forward a copy of such report to your Company

The Cost Audit Report for the Financial Year ended 31^st March, 2024 which was due for filing upto 31^st October, 2024 was filed
with the Central Government (Ministry of Corporate Affairs) on 9 September, 2024.

The Board of Directors at its meeting held on 15 May, 2025 has appointed M/s. Manish Shukla & Associates, Cost Accountant,
Mumbai as Cost Auditor of the Company for the Financial Year 2025-2026. As required by Section 148 of the Act, necessary
resolution has been included in the Notice convening the 37^th Annual General Meeting, seeking approval by Members for
the remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the
Company for the Financial Year 2025-2026.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:

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

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

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

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

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and
COP No.: 5356] to conduct the Secretarial Audit of the Company for term of five consecutive years commensing from financial
year 2025-26 till financial year 2029-30. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - III to this report.

The observations made in the Secretarial Audit Report are as under:

i. Only 76.74% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No.
SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form.

ii. As per Regulation 17(1)(c) the Composition of Board of Directors should not be less than 6. The terms of Mr. Narinder
Kumar Puri, Non- Executive -Independent Director and Ms. Pallavi Prakash Shedge, Non- Executive Independent Director
ended on March 31, 2024, and February 13, 2024 respectively and due to such completion the composition of Board of
Directors has fallen below 6.

iii. According to Regulation 19(a) of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee
must have at least three Non-Executive Directors. Mr. Narinder Kumar Puri, a Non-Executive Independent Director and
a member of the Committee, ceased to be a director on March 31, 2024 due to completion of his tenure. Because of this,
the NRC did not have enough members. Later, Mr. Mridul Sumanlal Mehta was appointed to the NRC effective August 12,
2024, and the NRC was properly formed until Mr. Pravin Dilip Pawar ceased to be a director on November 17, 2024 due
to completion of his tenure. Consequently, the Committee's composition fell below the required number.

Management Response to the aforesaid observations verbatim are as under:

i. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group
Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary
steps to dematerialize these shares.

ii. The Company has paid the necessary Penalty aggregating to Rs. 4,70,000/- (Rs.2,35,000/- each) to the BSE Limited and
NSE Limited on 6 June, 2024 respectively for non-compliance of Regulation 17(1)( c) of Listing Regulations regarding non¬
composition of Board. However, the Company has complied with the Regulation from 8 January, 2025 onwards.

iii. The Company has paid the necessary Penalty aggregating to Rs. 1,88,000/- (Rs.94,000/- each) to the BSE Limited on 6
June, 2024 respectively for non-compliance of Regulation 19(a) of Listing Regulations. However, the Company complied
with the Regulation from January 8, 2025, after Mr. Manojkumar Khubchand Gursahani and Mr. Pallavur Sankar Dass
Vaidyanathan were appointed as Non-Executive Independent Directors to the Committee.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

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

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

AUDIT COMMITTEE:

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Nomination and Remuneration Policy is available on the website of the Company at www.wanburv.com
STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of
grievances of Shareholders.

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

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

RISK MANAGEMENT COMMITTEE:

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

During the year under review, one meeting of the Committee was held on 15 May, 2025.

As on 31 March, 2025, the following are the members of the Risk Management Committee:

CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors' certificate certifying
compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

PARTICULARS OF EMPLOYEES:

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

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

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and company's operations in future.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director
and Employees to report concern about unethical behavior, actual or suspected fraud or violation of Company's code of conduct
or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanburv.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

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

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

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

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

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

EMPLOYEE STOCK OPTION SCHEME:

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

The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations,
2014 is enclosed as Annexure-V to this report.

SECRETARIAL STANDARDS:

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

UNCLAIMED DIVIDEND & SHARES:

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

Further, 3,38,465 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on
the website, at www.wanbury.com/PaidUnpaidDividends.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts for the Financial Year ended on 31 March, 2025 the applicable accounting
standards had been followed along with proper explanation relating to material departures;

ii. the accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended
on 31 March, 2025 and of the profit and loss of the Company for that year;

iii. proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

iv. the annual accounts had been prepared on a going concern basis;

v. internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were
operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the
provisions of all applicable laws which are considered adequate and are operating effectively.

GREEN INITIATIVE:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

K. Chandran Mridul S. Mehta

Whole-time Director Director

Mumbai, 15 May, 2025 DIN: 00005868 DIN: 10177545