35thAnnualReport2022 2023

35th Annual Report 2022-2023
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. K. Chandran - Vice Chairman & Wholetime Director
Mr. N. K. Puri - Non-Executive Independent Director
Ms. Pallavi Shedge - Non-Executive Independent Woman Director
Ms. Binod Chandra Maharana (upto 16 March, 2023) - Non-Executive Independent Director
Dr.Manisha Juvekar (upto 16 March, 2023) - Non-Executive Independent Director
Ms. Anupama Vaidya (upto 16 March, 2023) - Non-Executive Independent Director

CHIEF FINANCIAL OFFICER
Mr. Vinod Verma
CONTENTS.........................................................Page No.
COMPANY SECRETARY Notice .......................................................................................02
Mr. Jitendra J. Gandhi
Director’s Report ......................................................................11
REGISTERED & HEAD OFFICE Management Discussion and Analysis Report..........................30

BSEL Tech Park
B-Wing, 10th Floor, Sector 30-A, Corporate Governance Report .................................................32
Opp. Vashi Railway Station,
Vashi, Navi Mumbai - 400 703. India Auditors’ Certificate on Corporate Governance Compliances...51
Tel : +91-22-67942222
Fax : +91-22-67942111/333
CIN : L51900MH1988PLC048455 STANDALONE FINANCIAL STATEMENTS
E-mail : [email protected]
Website: www.wanbury.com Auditors’ Report ........................................................................52
Plants at Patalganga, Tarapur
Balance sheet............................................................................62
(Maharashtra) and Tanuku (AP)
Statement of Profit & Loss ........................................................63
AUDITORS
Cash Flow Statement ...............................................................64
M/s. V. Parekh & Associates
Chartered Accountants, Mumbai
Statement of changes in Equity.................................................65
BANKERS & FINANCIAL INSTITUTIONS Notes to Financial Statement ....................................................68

Axis Bank
Edelweiss Asset Reconstruction Co. Ltd. CONSOLIDATED FINANCIAL STATEMENTS
IDBI Bank
Auditors’ Report on Consolidated Accounts.............................116
REGISTRAR & SHARE TRANSFER AGENT Consolidated Balance sheet....................................................124

Purva Sharegistry (India) Pvt. Ltd.
Unit No. 9, Shiv Shakti Industrial Estate, Consolidated Statement of Profit & Loss.................................125
J . R. Boricha Marg Lower Parel (East)
Mumbai – 400 011. India Consolidated Cash Flow Statement.........................................126
Telephone No.: +91-22-2301 2717/8261
E-mail: [email protected] Consolidated Statement of changes in Equity.........................127
Notes to Consolidated Financial Statement............................130
1
NOTICE
Notice is hereby given that the Thirty Fifth (35th) Annual General Meeting of the Members of Wanbury Limited will be held
on Wednesday, 27th day of September, 2023 at 11:30 A.M. through Video Conferencing (VC)/Other Audio Visual Means
(OAVM) to transact the following business, with or without modifications.
ORDINARY BUSINESS:
1. To receive, consider and adopt:
a. the Standalone Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023 along
with the Reports of Board of Directors and Auditors thereon; and
b. the Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023 along
with the Report of the Auditors thereon.
2. To appoint a Director in place of Mr. K. Chandran (DIN – 00005868), who retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an ORDINARY
RESOLUTION:
To ratify the remuneration payable to M/S. GMVP & ASSOCIATES LLP , (Firm Registration No.000910), Mumbai,
the Cost Auditor of the Company, for conducting cost audit for the Financial Year 2022-2023.
“RESOLVED THAT, pursuant to Section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost
Records and Audit Rules) 2014 (including any amendments thereto or any statutory modification(s) or re-enactment (s)
thereof for the time being in force), the remuneration payable to Mr. Vishesh Patani, (Membership No. 30328), of M/s.
GMVP & Associates LLP, (Firm Registration No.000910), Mumbai, the Cost Auditor of the Company, who were
appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the
Financial Year 2022-2023, amounting to ₹ 2,00,000/- (Rupees Two Lakhs only) plus re-imbursement of out of pocket
expenses incurred by them in connection with the aforesaid audit be and is hereby ratified.”
4. To consider and if thought fit, to pass, with or without modification (s), the following resolution as a SPECIAL
RESOLUTION:
To alter the Articles of the Association of the Company.
“RESOLVED THAT pursuant to the provisions of Sections 5 and 14 and other applicable provisions, if any, of the Companies
Act, 2013, read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), and subject to such other requisite approvals, by the Registrar of Companies, and / or
any other appropriate authority, the consent of Members of the Company be and is hereby accorded to amend the existing
Articles of Association (“AoA”) of the Company in the following manner:
Substitution of the Clause 70 of the Existing AoA:
‘In case of shares held in physical form, the Board may, subject to the right of appeal conferred by the Act, decline to
recognise any instrument of transfer submitted to RTA/ Company pursuant to buyback, delisting and open offer unless –
(i) the instrument of transfer is duly executed and is in the form as prescribed in the Rules made under the Act;
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence
as the Board may reasonably require to show the right of the transferor to make the transfer; and
(iii) the instrument of transfer is in respect of only one class of shares.’
FURTHER RESOLVED THAT, the Board of Directors of the Company (hereinafter referred to as “the Board”, which term
shall deem to include any of its duly authorized Committees) and / or Company Secretary or any officer(s) so authorised
by the Board, be and are hereby severally authorised to do all acts, deeds, matters and things as may, in their absolute
discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory
forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications
and any alterations to the aforesaid resolution as may be advised by the Registrar of Companies without requiring the
Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company
are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things
done or caused to be done shall be conclusive evidence of the authority of the Company for the same.
Registered Office: By Order of the Board of Directors
BSEL Tech Park, B - Wing, For Wanbury Limited
10th Floor, Sector 30-A, Vashi,
Navi Mumbai – 400 703.
Tel.: 91 22 67942222
Fax: 91 22 67942111/333 Jitendra J. Gandhi
Email: [email protected] Company Secretary
Website: www.wanbury.com
CIN: L51900MH1988PLC048455
Mumbai, 7 July, 2023
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NOTES:
1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Business as
per Item Nos. 3 & 4 herein above, is annexed hereto and forms part of this Notice. The profile of the Directors seeking
re-appointment, as required in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given below.
2. Pursuant to Circular No. 14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April 2020, Circular No. 22/2020
dated 15th June, 2020, Circular No. 33/2020 dated 28th September, 2020, Circular No. 39/2020 dated 31st December, 2020,
Circular No. 10/2021 dated 23rd June 2021, Circular No. 20/2021 dated 8th December 2021, Circular No. 03/2022 dated
5th May 2022 and Circular No. 10/2022 dated 28th December 2022 (“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 read with SEBI Circular
number SEBI/HO/DDHS/DDHS_Div2/P/CI R120221079 dated 3rd June, 2022 SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated
January 5, 2023 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the
Circulars”), companies are allowed to hold Annual General Meeting (“AGM”) through VC/OAVM, without the physical
presence of members at a common venue in view of the situation arising due to COVID-19 global pandemic, social
distancing is a norm to be followed. Hence, in compliance with the Circulars, the AGM 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.wanbury.com
3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM 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 AGM 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 AGM and hence the Proxy Form and
Attendance Slip 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 AGM through
VC/OAVM and cast their votes through e-voting.
4. Institutional/Corporate Shareholders (i.e. other than individuals/HUF/NRI 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 AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution/authorization shall
be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to
[email protected], at least 48 hours before the commencement of AGM.
5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act
and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the
Act, will be available electronically for inspection by the members during the AGM. 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 AGM, i.e. 27th September, 2023. Members seeking to inspect such documents can send an email to
[email protected]
6. The Register of Members and Share Transfer Books of the Company will remain closed from, Thursday, 21st September,
2023 to Wednesday, 27th September, 2023 (both days inclusive) for the purpose of Annual General Meeting.
7. 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.
8. The Members are requested to notify immediately changes, if any, in their registered address: (i) to the Company’s
Registrar & Share Transfer Agent, M/s. Purva Sharegistry (India) Pvt. Ltd., Unit No. 9, Shiv Shakti Ind. Estate,
J . R. Boricha Marg, Lower Parel (East), Mumbai - 400 011, Telephone No.: +91-22 – 2301 0771 / 4961 4132, E-mail:
[email protected] in respect of the Shares held in Physical Form and (ii) to their Depository Participants (DPs) in
respect of Shares held in Dematerialized Form.
9. Members who hold Shares in Dematerialized Form are requested to write their Client ID and DP ID numbers and those
who hold shares in Physical Form are requested to write their Registered Folio Number in the Attendance Slip for easy
identification at the meeting and number of shares held by them.
10. Shareholders desiring any information as regards to the accounts of the Company are requested to write to the Company
at least seven days in advance of the Annual General Meeting; so that the information to the extent practicable can be
made available at the Annual General Meeting.
11. Pursuant to Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed
dividend for the Financial Year 2009-2010 to Investor Education and Protection Fund (“the IEPF”) established by the
Central Government. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the
Company on the website of the Company at www.wanbury.com. The said details have also been uploaded on the website
of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
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12. a) Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, transferred to the IEPF Authority, 3,38,865
shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years. Details of shares
transferred to the IEPF Authority are available on the website of the Company. The said details have also been
uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
b) Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back
from them. Concerned members/investors are advised to visit the web link: http://iepf.gov.in/IEPFA/refund.html or
contact to M/s. Purva Sharegistry (India) Pvt. Ltd., for lodging claim for refund of shares and / or dividend from the
IEPF Authority.
13. SEBI has decided that securities of listed companies can be transferred only in dematerialised form from a cut-off date. In
view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by
them in physical form.
14. Since the AGM will be held through VC/OAVM in accordance with the Circulars, the route map is not attached to this Notice.
15. 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 / M/s. Link Intime (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 / update their e-mail address with the Company/ M/s. Link Intime (India) Pvt. Ltd for receiving
all communications from the Company electronically.
16. 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
their demat accounts.
b. are advised to contact their respective DPs for registering the nomination.
c. are requested to register / update their e-mail address with their respective DPs for receiving all communications from
the Company electronically.
17. Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules,
2014 and Regulation 44 of SEBI Listing Regulations, the Company has provided remote e-voting facility to its shareholders
in respect of all the business as per Item Nos. 1 to 4 herein above.
18. Process and manner for Members opting for Remote e-voting and e-voting during AGM are as under:
i. 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) through
“Circulars” The forthcoming AGM will thus be held through Video Conferencing (VC) or Other Audio Visual Means
(OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
ii. 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 the Company is providing facility
of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the
Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating
voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using
remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
iii. The Members can join the AGM 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
AGM 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 AGM without
restriction on account of first come first served basis.
iv. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining
the quorum under Section 103 of the Companies Act, 2013.
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v. 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 AGM. 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 AGM through VC/OAVM and cast their votes through e-voting.
vi. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the
AGM has been uploaded on the website of the Company at www.wanbury.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.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL
(agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
vii. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act,
2013 read with MCA Circular.
viii. In continuation of this Ministry’s General Circular No. 20/2020, dated 5th May, 2020 and after due examination, it
has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year
2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3
and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2022 dated May 5, 2022, Circular No. 10/2022
dated 28th December 2022 (“MCA Circulars”).
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING
MEETING THROUGH VC/OAVM ARE AS UNDER:
(i) The voting period begins on Sunday, 24th September, 2023 at 09:00 A.M. and ends on Tuesday, 26th September, 2023
at 05:00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date of Wednesday, 20th September, 2023 (Record Date) may cast their vote electronically. The
e-voting module shall be disabled by CDSL 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. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, 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 shareholders’ 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. SEBI/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 for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode is given below:
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Type of Login Method

shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be
Shareholders made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are
holding https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System
securities in Myeasi.
Demat mode 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting
with CDSL 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 CDSL 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, 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/myeasi/Registration/
EasiRegistration.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting
link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. 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 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by
Shareholders typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of
holding e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
securities in screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see
demat mode e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click
with NSDL 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.
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 / IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.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 hold 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 name or e-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.
Individual You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/
Shareholders CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you
(holding will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click
securities on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting
in demat your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
mode) login
through their
Depository
Participants
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 Members facing any technical issue in login can contact CDSL helpdesk by sending
securities in Demat mode with CDSL a request at [email protected] contact at 022- 23058738 and 22-
23058542-43.
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in Demat mode with NSDL request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in
Demat form & physical shareholders.
(i) The shareholders should log on to the e-voting website www.evotingindia.com.
(ii) Click on “Shareholders” module.
(iii) Now enter your User ID:
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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.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of
any company, then your existing password is to be used.
(vi) 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 10 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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
OR Date of Birth account or in the company records in order to login:
(DOB) • If both the details are not recorded with the depository or company please enter the member id/
folio number in the Dividend Bank details field as mentioned in instruction (v).
(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their
login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting
for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through
CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep
your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in
this Notice.
(ix) Click on the EVSN for Wanbury Limited.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) 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.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click
on Forgot Password & enter the details as prompted by the system.
(xvi) 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
www.evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
• 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) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to [email protected] and on approval of the
accounts they would be able to cast their vote.
• 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 for the 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. [email protected], if they have voted from individual tab &
not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
7
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING
ARE AS UNDER:
a. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for
Remote e-voting.
b. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful
login as per the instructions mentioned above for Remote e-voting.
c. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be
eligible to vote at the AGM/EGM.
d. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
e. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.
f. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video 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.
g. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker
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 [email protected]. The shareholders who do not wish to speak during the AGM 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 [email protected]. These queries will be replied to by the company suitably by
email.
h. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions
during the meeting.
i. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting
system available during the AGM.
j. If any Votes are cast by the shareholders through the e-voting available during the AGM 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 ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES
FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
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 Company/RTA email id.
2. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID +
CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write
an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Rakesh Dalvi (022-
23058542) or Mr. Mehboob Lakhani (022-23058543).
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager,
(CDSL, ) Central Depository Services (India) Limited, A-Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds,
N. M. Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to [email protected] or call on
022- 23058738 / 022-23058542/43.
19. The Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary (Membership No.
5976 & Certificate of Practice No. 5356) as Scrutinizer to scrutinize the remote e-voting and e-voting at the AGM in a fair
and transparent manner.
20. The Scrutinizer will submit her report to the Chairman of the Company or to any other person authorized by the Chairman
after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote
e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutinizer’s report
shall be communicated to the Stock Exchanges, NSDL and RTA and will also be displayed on the Company’s website,
www.wanbury.com
8
ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE
PROVISIONS.
ITEM NO 3: RATIFICATION OF THE REMUNERATION PAYABLE TO M/S. GMVP & ASSOCIATES LLP, COST
ACCOUNTANTS, MUMBAI, FOR CONDUCTING COST AUDIT FOR THE FINANCIAL YEAR 2022-2023.
The Company is required to have the audit of its cost records conducted by a cost accountant in practice under Section 148 of
the Act, read with the Companies (Cost Records and Audit) Rules, 2014.
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. GMVP &
Associates LLP, (Firm Registration No.000910), Cost Accountants as Cost Auditor to conduct the audit of the cost records of the
Company for the Financial Year ending 31st March, 2023.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to M/s. GMVP & Associates LLP , Cost Auditor is required to be ratified by the Members
of the Company.
None of the Directors or Key Managerial Personnel of the Company or their relative(s) are in any way concerned or interested,
financially or otherwise, in passing of this Resolution.
Accordingly, consent of the Members is sought and the Board recommends passing of the Ordinary Resolution as set out in Item
No. 3 of the accompanying notice for approval of the Shareholders.
ITEM NO 4: ALTERATION OF ARTICLES OF ASSOCIATION (“AoA”) OF THE COMPANY:
The Existing Clause 70 of the AoA is as follows:
‘In case of shares held in physical form, the Board may, subject to the right of appeal conferred by the Act, decline to recognise
any instrument of transfer unless –
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as
the Board may reasonably require to show the right of the transferor to make the transfer; and
The proposed alteration to the Articles of Association (AoA) under Section 5 and 14 of the Companies Act, 2013 involves an
addition to the existing Clause 70 of the AoA as mentioned above. This substituted provision outlines the conditions under which
the Board of Directors can choose not to recognize an instrument of transfer for shares held in physical form under specific
corporate actions such as buyback, delisting, and open offer.
Accordingly, the Substituted Clause 70 of the AoA is as follows:
‘In case of shares held in physical form, the Board may, subject to the right of appeal conferred by the Act, decline to recognise
any instrument of transfer submitted to RTA/ Company pursuant to buyback, delisting and open offer unless –
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as
the Board may reasonably require to show the right of the transferor to make the transfer; and
Pursuant to Section 14 of the Companies Act, 2013, AoA can be amended only with the approval of Members by passing
a Special Resolution. The Board recommends the Special Resolution set out in Item no. 5 of the accompanying Notice, for
approval by the Members. The revised draft of AoA is available for inspection by the Members
None of the Directors and/or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested,
financially or otherwise, in the proposed resolution.
Registered Office: By Order of the Board of Directors
BSEL Tech Park, B - Wing, For Wanbury Limited
10th Floor, Sector 30-A, Vashi,
Tel.: 91 22 67942222
Fax: 91 22 67942111/333 Jitendra J. Gandhi
Email: [email protected] Company Secretary
CIN: L51900MH1988PLC048455
Mumbai, 7 July, 2023
9
ANNEXURE TO NOTICE
INFORMATION AS REQUIRED UNDER REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 IN RESPECT OF DIRECTORS.
Details of Directors seeking appointment/re-appointment at the Annual General Meeting pursuant to Regulation 36(3) of the
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 with Stock Exchanges is annexed hereto:
ITEM NO. 2.
Name of the Director Mr. K. Chandran
Date of Birth 1 January, 1958
DIN 00005868
Qualification Graduate
Expertise in Specific Area Pharmaceutical Industry

Mr. K. Chandran has rich experience and knowledge of phar-
maceutical industry and has contributed substantially to the
growth of the Company.
Mr. K. Chandran fulfills the eligibility criteria set out under part I
of Schedule V to the Companies Act, 2013.
Date of First Appointment on the Board of the Com- 23 January, 2001

pany
No. of Shares held in the Company Nil
Relationship with other Directors and Key Managerial N.A.

Personnel
No. of Board meetings attended during FY 2022-2023 4
Name of the other public limited companies in which Nil

Directorship held:
Membership of Committees Wanbury Limited:

(M- Member) (C- Chairman) Audit Committee (M)
Stakeholders Relationship Committee (M)
Terms and conditions of appointment Whole-time director, liable to retire by rotation.
10
DIRECTORS’ REPORT
To
The Members,
Your Directors have pleasure in presenting herewith the 35th Annual Report of the business and operations alongwith Audited
Financial Statements of the Company for the Financial Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarised financial highlights for the year under review are as under:
(Rs. in Lakhs)
PARTICULARS 2022-2023 2021-2022
Total Revenue from operations 49,964.69 51,118.57
Other Income 91.32 150.79
Total Income 50,056.01 51,269.36
Total Expenses 51,025.31 50,793.35
Profit /(Loss) Before Exceptional Items & Tax (969.30) 476.01
Exceptional Items – Gain on Sale of Brands (59.38) 7,636.76
Profit /(Loss) Before Tax (1,028.68) 8,112.77
Less: Tax including deferred Tax 10.90 (34.62)
Net Profit / (Loss) after tax (1,039.58) 8,147.39
CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the Financial Year 2022–2023 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 ₹ 49,964.69 Lakhs as against ₹ 51,118.57 Lakhs in the previous
year. The Total Expenses incurred in the current Financial Year was ₹ Rs. 51,025.31 Lakhs as against ₹ 50,793.35 Lakhs in the
previous year.
The loss for the Financial Year under review was ₹ 1,039.58 Lakhs as against a profit of ₹ 8,147.39 Lakhs in the previous
Financial Year.
SHARE CAPITAL:
The paid up capital of the Company is ₹ 32,70,54,980/- The Company had issued 40,000 equity shares under ESOP scheme
2016 during the financial year 2022-2023.
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.
11
DIVIDEND:
As the net worth of the Company is negative, the Board of Directors of the Company has not recommended any dividend for the
Financial Year 2022-2023.
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 31st March, 2023, 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:
The Board of Directors of the Company consists of the following:
Sr. No. Name of Directors Category
1 Mr. K. Chandran Promoter and Executive Director
2 Mr. N. K. Puri Non-Executive Independent Director
3 Ms. Pallavi P. Shedge Non-Executive Independent Woman Director
4 Mr. Binod Chandra Maharana Non-Executive Independent Director (upto 16.03.2023)
5 Dr. Manisha Juvekar Non-Executive Independent Director (upto 16.03.2023)
6 Ms. Anupama Vaidya Non-Executive Independent Director (upto 16.03.2023)
Mr. N. K. Puri and Ms. Pallavi P. Shedge 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.wanbury.com/>.
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran,
Executive 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 an Executive Director.
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:
Four (4) Board Meetings were held during the Financial Year 2022-2023. These meetings were held on 22 June 2022,
10 August 2022, 28 November, 2022 and 14 February, 2023.
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.
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.
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. is not available due to the Company is being into liquidation.
12
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.wanbury.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:
As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as
“The Act”), the Company at its Board Meeting Held on 22 June, 2022 subject to approval of members in the Annual General
Meeting (“AGM”) held on 28 September, 2022 approved the re-appointment of M/S. V PAREKH & ASSOCIATES, Chartered
Accountants (Firm Regn. No. 107488W) as statutory auditors for a period of 5 years commencing from the conclusion of 34th
AGM till the conclusion of the 39th AGM.
AUDITOR’S REPORT:
The Notes on Financial Statements referred to in the Auditors Reports for the FY 2023 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. GMVP & ASSOCIATES, LLP, Cost Accountant, Mumbai as the Cost Auditor for the
Financial Year 2022-2023. M/S. GMVP & ASSOCIATES, LLP, 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 31st March, 2022 which was due for filing upto 31st October, 2022 was filed
with the Central Government (Ministry of Corporate Affairs) on 5th September, 2022.
The Board of Directors at its meeting held on 7th July, 2023 has appointed M/s. Manish Shukla & Associates, Cost Accountant,
Mumbai as Cost Auditor of the Company for the Financial Year 2023-2024. As required by Section 148 of the Act, necessary
resolution has been included in the Notice convening the 35th Annual General Meeting, seeking approval by Members for the
appointment & remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor
of the Company for the Financial Year 2023-2024.
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.
13
M/s. BDO India LLP, Mumbai, Internal Auditors of the Company, monitor and evaluate 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 the Financial Year ended on 31st March, 2023
(i.e. from 1st April, 2022 to 31st March, 2023). 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 90.03% 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 33(3)(d) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, every listed Company is required to approve their audited Financial Statements within 60 days
from end of each Financial Year, however the Company had delayed in holding Board Meeting for approving audited
Financial Statements for the Financial Year ended 31st March, 2022 and the Company had paid the penalty to BSE and
National Stock Exchange of India for the said delays.
iii. As per Regulation 33(3)(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, every listed Company is required to approve their quarterly un-audited/audited Financial Statements
within 45 days from end of each quarter, however the Company had delayed in holding Board Meeting for approving
Financial Statements for the quarter ended 30th September, 2022 and the Company had paid the penalty to BSE and
National Stock Exchange for the said delays.
iv. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana,
Ms. Manisha Juvekar and Ms. Anupama Vaidya has been completed on 16th March, 2023 and due to such completion, the
composition of Board of Directors has fallen below 6.
v. As per Regulation 19 (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015; All directors of
the Nomination and Remuneration Committee shall be non-executive directors. The Member of the Nomination and
Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive Director.
vi. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, the audit committee
shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
However, there was a gap of 133 days between Board Meeting held on 08th February, 2022 and 22nd June, 2022
vii. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, the gap between two Board Meeting shall
not exceed 120 days. However, there was a gap of 124 days between Board Meeting held on 17 February, 2022 and
22 June, 2022.
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 Penalty aggregating to Rs. 1,15,000/- to the BSE Limited on 1 July, 2022 and NSE Limited on
1 July, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring AFR for
the year ended 31 March, 2022 .
iii. The Company has paid Penalty aggregating to Rs. 70,000/- to the BSE Limited on 15 December, 2022 and NSE Limited
on 15 December, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring
UFR for the quarter ended 30 September, 2022 .
iv. The Company is in the process of complying with Regulation 17(1) and have also paid the necessary penalty to BSE &
NSE for the same.
v. The Company will re-constitute the Nomination and Remuneration Committee as required under Regulation 19 (b) of the
SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015;
vi. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will
take care in future to comply with the Listing Regulation.
14
vii. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will
take care in future to comply with the Listing Regulation.
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.
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 22 June 2022, 10 August 2022, 28
November 2022 and 14 February, 2023 along with the Board Meetings.
Following are the Members of the Audit Committee:
Sr. No. Name of Directors Designation Category
1 Mr. N. K. Puri Chairperson I & NED
2 Ms. Pallavi P. Shedge Member I & NED
3 Mr. K. Chandran Member P & WTD
4 Mr. Binod Chandra Maharana Member (upto 16.03.2023) I & NED
5 Dr. Manisha Juvekar Member (upto 16.03.2023) I & NED
6 Ms. Anupama Vaidya Member (upto 16.03.2023) I & NED
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.
Following are the Members of the Nomination and Remuneration Committee:
1 Mr. N. K. Puri Member I & NED
Nomination and Remuneration Policy is available on the website of the Company at www.wanbury.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.
Following are the Members of the Stakeholder Relationship Committee:
1 Mr. N. K. Puri Member I & NED
15
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.
Following are the members of the Risk Management Committee:
1 Mr. N. K. Puri Chairperson I & NED
5 Dr, Manisha Juvekar Member ((upto 16.03.2023)) I & NED
6 Ms. Anupama Vaidya Member ((upto 16.03.2023)) I & NED
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:
Nil.
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.wanbury.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.
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 29th 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 50,000 options to employees.
During the year ended 31st March, 2023, 40,000 options were allotted. 4,55,000 options are outstanding as on 31st March, 2023.
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.
16
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/- for the Financial Year 2009-10.
Further, 3,38,865 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 31st March, 2023 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 31st March, 2023 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 Pallavi Shedge

Mumbai, 7 July, 2023 Vice Chairman Director
DIN: 00005868 DIN: 08356412
17
ANNEXURE – I
FORM AOC-1
[Pursuant to first proviso to sub-section (3) of section 129 read with rules 5 of the Companies (Accounts) Rules, 2014]
Statement containing salient features of the financial statement of subsidiaries/ associate companies/joint ventures
Part-“A”: Subsidiaries
(Amount ` in Lakhs)
Sr. Particulars
No.
1 Name of the Subsidiary Wanbury Holding Wanbury Global Ningxia Wanbury Fine
B.V. (Netherland) FZE (UAE) Chemicals Co. Ltd. (China)
2 The date since when subsidiary was acquired - - -
3 Reporting period for the subsidiary concerned, 1st April, 2022 to 1st April, 2022 to 1st April, 2022 to
if different from the holding company’s 31st March, 2023 31st March, 2023 31st March, 2023
reporting period.
4 Reporting currency and Exchange rate as on EUR AED CNY
the last date of the relevant Financial year in 1 EUR= ₹ 85.75 1 AED= ₹19.93 1 CNY= ₹11.16
the case of foreign subsidiaries.
5 Share Capital 3,849.02 1,322.68 5.29
6 Reserves & Surplus (16,414.86) (1,320.01) (129.51)
7 Total Assets 153.79 3.87 0
8 Total Liabilities 153.79 3.87 0
9 Investments 0 0 0
10 Turnover 0 0 0
11 Profit before taxation 0 0 0
12 Provision for taxation 0 0 0
13 Profit after taxation 0 0 0
14 Proposed Dividend NIL NIL NIL
15 % of shareholding 100 100 100
Notes:
1. Name of subsidiaries which are yet to commence operations: NOT APPLICABLE
2. Name of the subsidiaries which have been liquidated or sold during the year: NOT APPLICABLE
Part-“B”: Associates and Joint Ventures: N.A.
(Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies and Joint Ventures)
Name of Associate/ Joint Venture Not Applicable

1. Latest audited balance Sheet Date
2. Date on which the Associate or Joint Venture was associated or acquired
3. No. Shares of Associate / Joint Ventures held by the Company on the year end
- Amount of Investment in Associate/ Joint Venture
- Extend of Holding %
4. Description of how there is significant influence
5. Reason why the associate/ joint venture is not consolidated
6. Net-worth attributable to Shareholding as per latest audited Balance Sheet
7. Profit/ Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation
Note:
1. Name of associate or joint ventures which are yet to commence operations: NOT APPLICABLE
2. Names of associate or joint ventures which have been liquidated or sold during the year: NOT APPLICABLE

DIN: 00005868 DIN: 08356412
18
ANNEXURE - II
FORM AOC-2
[Pursuant to clause (h) of sub – section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014].
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred
to in sub – section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third
proviso:
1. Details of contracts or arrangements or transactions not at arm’s length Not Applicable
basis.
a. Name (s) of the related party and nature of relationship.
b. Nature of contract / arrangement/ transaction.
c. Duration of the contract / arrangement or transaction including the value,

if any.
d. Salient terms of the contracts or arrangements or transactions including

the value, if any.
e. Justification for entering into such contracts or arrangement or transaction.
f. Date(s) of approval by the Board.
g. Amount paid as advance, if any.
h. Date on which the special resolution was passed in general meeting as

required under first proviso to section 188.
2. Details of material contracts or arrangements or transactions at arm’s length

basis.
a. Name (s) of the related party and nature of relationship. M/s. Wanbury Infotech Private Limited
b. Nature of contract / arrangement/ transaction. Services provided
c. Duration of the contract / arrangement or transaction including the value, 12 Months (i.e. from 1st April, 2022 to 31st
if any. March, 2023)
d. Salient terms of the contracts or arrangements or transactions including ₹ 2.50 Crores

the value, if any.
e. Date(s) of approval by the Board, if any. 22.06.2022
f. Amount paid as advance, if any. Nil

DIN: 00005868 DIN: 08356412
19
ANNEXURE – III
FORM NO. - MR- 3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
WANBURY LIMITED
BSEL Tech Park, B Wing, 10th Floor,
Sector 30-A, Opp.Vashi Railway Station,
Vashi, NaviMumbai– 400703.
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Wanbury Limited (hereinafter called the ‘Company’).Secretarial Audit was conducted in a manner that provided us
a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that
in my opinion, the Company has during the audit period covering the financial year ended on 31st March, 2023 complied with the
statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filed and other records maintained by Wanbury Limited
for the financial year ended on 31st March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder:
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) Other laws specificallyapplicableto the Company, namely:
1. The Companies Act 2013 and Rules Made there under.
2. Maintenance of records relating to shares.
3. Securities Contracts (Regulations) Act, 1956.
4. Industries (Development & Regulations) Act, 1951.
5. Indian Customs Act, 1962.
6. Shops and Establishment Act, 1948.
7. Income Tax Act, 1961.
20
8. Payment of Gratuity Act, 1972.

9. Payment of Wages Act, 1936.
10. Employees State Insurance Act, 1948.
11. Provident Fund Act, 1952 & Family Pension Act, 1971
12. Payment of Bonus Act, 1965.
13. Workmen’s Compensation Act, 1923.
14. Minimum Wages Act, 1948.
15. The Factories Act, 1948.
16. Industrial Disputes Act, 1947.
17. The Contract Labour (Regulation & Abolition) Act, 1970.
18. Personnel Injuries (Compensation) Act, 1963.
19. Public Liability Insurance Act, 1991.
20. The Apprentices Act, 1961.
21. Equal Remuneration Act, 1976.
22. Employment Exchanges (compulsory vacation of notices) Act, 1959.
23. Maternity Benefit Act, 1961.
24. Industrial Employment (Standing orders) Act, 1946.
25. Environment (Protection) Act, 1986.
26. The Information Technology Act, 2000.
27. The Depositories Act, 1996.
28. The IRDA Act, 1999.
29. The Competition Act, 2002.
30. Consumer Protection Act, 1986.
31. Right to Information Act, 2005.
32. Emblems and Names (Prevention of Improper Use) Act, 1950.
33. The Trade Marks Act, 1999.
34. The Patents Act, 1970.
35. The Indian Copyright Act, 1957.
36. Pharmacy Act, 1948.
37. Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974.
38. Essential Commodities Act, 1955.
39. Food Safety and Standards Act, 2006.
40. The Central Goods and Services Tax Act, 2017
41. Maharashtra Goods and Services Tax Act, 2017
42. The Boiler Act, 1923
43. The Maharashtra Fire Prevention & Life Safety Measures Act, 2006
44. The Air (Prevention and Control of Pollution) Act, 1981
45. The Narcotic Drugs and Psychotropic Substances Act, 1985
46. The Andhra Pradesh Fire Services Act, 1999
47. The Water (Prevention and Control of Pollution) Cess Act, 1977
48. Drugs & Cosmetics Act, 1940
21
49. Drugs (Prices Control) Order ,1995

50. Homoeopathy Central Council Act, 1973
51. Petroleum Act, 1934
52. Poisons Act, 1919
53. Food Safety and Standards Act, 2006
54. Insecticides Act, 1968
55. Bombay Provincial Municipal Corporations Act, 1949
56. Trade Union Act, 1926
57. Foreign Trade (Development and Regulation) Act, 1951
58. Industrial Relations Act, 1967
59. Prevention of Money Laundering Act, 2002
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with NSE Ltd. and BSE Ltd.
During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above except to the extent as mentioned below:
i. Only 90.03% 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 33(3)(d) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, every listed Company is required to approve their audited Financial Statements within 60 days
from end of each Financial Year, however the Company had delayed in holding Board Meeting for approving audited
Financial Statements for the Financial Year ended 31st March, 2022 and the Company had paid the penalty to BSE and
iii. As per Regulation 33(3)(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, every listed Company is required to approve their quarterly un-audited/audited Financial Statements
within 45 days from end of each quarter, however the Company had delayed in holding Board Meeting for approving
Financial Statements for the quarter ended 30th September, 2022 and the Company had paid the penalty to BSE and
iv. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana
and Ms. Manisha Juvekar has been completed on 16th March, 2023 and due to such completion the composition of Board
of Directors has fallen below 6.
v. As per Regulation 19 (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015; All directors of
the Nomination and Remuneration Committee shall be non-executive directors. The Member of the Nomination and
Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive Director.
vi. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 The audit committee
shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
However, there was a gap of 133 days between Board Meeting held on 08 February, 2022 and 22June, 2022
vii. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, The gap between two Board Meeting shall
not exceed 120 days, However, there was a gap of 124 days between Board Meeting held on 17 February, 2022 and
22 June, 2022.
22
I further report that:

i. The Board of Directors of the Company is not duly constituted post the completion of tenure of Independent Directors
Mr. Binod Chandra Maharana and Ms. Manisha Juvekar on 16th March, 2023.
Due to such event the composition of Board of Directors has fallen below 6 and also caused imbalance in proportion of Executive
and Non-Executive Directors in the Company.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
All the Board/Committee decisions are taken unanimously.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Kala Agarwal
Practising Company Secretary
C P No.: 5356
UDIN: F005976E000562587
Place: Mumbai
Date: 7 July, 2023
Note: This report is to be read with my letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this
report.
23
‘ANNEXURE - A’
To,
The Members,
WANBURY LIMITED
BSEL Tech Park, B- Wing, 10th Floor,
Sector 30-A, Opp. Vashi Railway Station,
Vashi, Navi Mumbai – 400703.
My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express
an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Kala Agarwal
C P No.: 5356
UDIN: F005976E000562587
Place: Mumbai
Date: 7 July, 2023
24
ANNEXURE - IV
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
(i) The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the
Financial Year ended on 31st March, 2023 was Nil as no remuneration is paid to Wholetime director.
The Non-Executive Directors received the sitting fees from the Company for attending each Board and Committee Meeting
of Directors.
(ii) The percentage increase in remuneration of the Chief Financial Officer and the Company Secretary in the Financial Year
2022-2023 was 2% and 10% respectively.
(iii) The percentage increase in the median remuneration of employees in the Financial Year 2022-2023 was 1%.
(iv) The number of permanent employees on the rolls of Company were 1582.
(v) Average percentage increase made in the salaries of all the employees other than managerial personnel in the previous
Financial Year i.e. 2022-2023 was 6% whereas the percentage increase in the Managerial Remuneration for the same
Financial Year was Nil.
(vi) It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

DIN: 00005868 DIN: 08356412
25
ANNEXURE -V
ESOP DISCLOSURES
DISCLOSURES IN COMPLIANCE WITH REGULATION 14 OF SECURITIES AND EXCHANGE BOARD OF INDIA
(SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AND RULE 12 OF COMPANIES (SHARE CAPITAL AND
DEBENTURES) RULES, 2014 ARE SET OUT BELOW:
Employee Stock Option Scheme:
Sr. Description Details / No. of Options
No.
1 Options granted 50,000
2 Options vested 40,000
3 Options exercised 40,000
4 Total number of shares arising as result of exercise of options 35,000
5 Options lapsed during the year 3,35,000
6 The Exercise price ` 10/-
7 Variation of terms of options No variation during the year
8 Money realized by exercise of options ` 4,00,000
9 Total number of options in force: 4,55,000
Employee-wise details of options granted to: Mr. Vinod Verma – CFO
i) Senior Managerial Personnel Mr. Balaji Vasudevan - Sr. VP, Marketing - API
Mr. B. Sureshkumar – CEO, Formulation
Mr. Tushar Mehta, Head – Strategy, API
i) Any other employees to whom options granted amounting to -
5% or more, of the total options granted during the year
ii) Employees to whom options equal to or exceeding 1% of the -
issued capital have been granted during the year

DIN: 00005868 DIN: 08356412
26
ANNEXURE – VI
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy- Tanuku
1) Replaced old damaged charcoalizer reactor with new reactor to reduce steam loss & cooling loss, useful to
reduce the time cycle on which downtime reduced by 90% along with cooling & steam loss controlled.
2) Replacement of R-39 agitator with new one, which was rotating oblong & damaging the mechanical seal
frequently, after agitator replacement 2 Lacs /Year saving accounted.
3) New ML storage 5 KL PP/FRP tank replaced with new tank as old tank was leaking heavily. It also consist FRP
lining work & solvent loss, net saving 1 Lacs/Year.
4) CT-01, 02, 04 & 05 fills replacement & nozzles cleaning done for Better cooling effect, which reduced cooling
tower temperature by 03 degree centigrade.
5) Re-boiler 14 no’s tie rod replaced, 12” SS316 SCH40 methanol column continuous leaking piece changed with
new one. Net saving approx 3.6 Lacs/Year.
6) Plant utility IR & CP air compressor servicing done for better performance, suitable air pressure & power
consumption, Net saving approx-1 Lacs/Year.
7) Steam boiler mechanical dust collector 06 no’s cone with vanes replaced to trap the ash particles, which saved
boiler chimney cleaning frequency along with boiler performance, Net saving 50000 INR/Year.
8) Boiler ID fan casing & blower was damaged, which caused lower induced pressure & heat circulation, for that
new efficient ID fan 9720 CMH blower installed.
9) Boiler smoke tubes replaced with new one as found frequent failures in boiler.
10) Various 25 NB, 40 NB existing ball valve (Steam and Steam Trap) replaced with globe valve for proper steam
distribution and load stability.
11) 750 Kva transformer yearly oil filtration done.
12) 500 Kva DG set B check done with replacement of oil filter, Air filter, Diesel filter engine Oil for better performance
of generator.
13) A block methanol column we arranged sub cooler condenser for vapor loss solvent collected per day 500 liters
methanol
14) Utilities some lines +5 and -10 main lines damaged areas insulation work completed cooling efficiency increase
15) Damaged air lines changed reduce the air compressor running hours 3 hours save 50HP
16) Added capacitor banks for power factor improvement.
17) Cooling fans arranged to panels to reduce the heating in the panels so that life of equipment increases.
18) UPS systems arranged for lighting circuits in the blocks.
19) Drinking RO rejected water line diverted to gardening.
20) In chilling plant +5 two old damaged compressors are combined to one compressor and running given to plant.
21) At solvent tank yard MMA (mono methyl amine) FRP tank vents are connected to heat exchanger for MMA
escaped gas collection purpose.
22) At solvent tank yard solvent tank vents are connected to heat exchangers for collection of mixed solvents.
23) Damaged Nitrogen lines changed in plant area to reduce the nitrogen compressor running hours 2 hours save
50HP.
the steps taken or impact on conservation of energy- Patalganga
1) Over All MIDC Water consumption reduced to 130KL/day from 147 KL/day i.e. 12% of reduction compared to
FY 2021-22.
Net savings : Rs. 0.23 Lacs per Month, Rs. 2.76 Lacs per Annum..
2) In Utility Area, Plant Contaminated Condensate collection & Utilization for Cooling Tower, Resulted Reduction
in Avg. 30 Kl per day Water Consumption.
27
3) Installation of 50 TR chilling plant primarily for methanol recovery improvement through chilling water circulation
with condensers; secondary it can be use as batch cooling purpose by circulating in reactors before centrifugation
process which helps to improve production yield.
Net Savings : Avg. Rs. 10.37 Lacs per Month, i.e. 1.24 Cr per Annum.
4) Vacuum Ejector Pump Off Control Switch provision done at Production Area to optimize power consumption as
and when required.
Net Savings : Avg. Rs. 2.48 Lacs per Month, Rs. 29.76 Lacs per Annum.
5) CT-01, 02, 04 & 05 fills replacement & nozzles cleaning done for Better cooling effect, which reduced cooling
tower temperature by 03 degC.
6) Existing 3 TPH IBR boiler replaced with same capacity received from Tarapur Plant as per recommendation of
IBR authorities.
7) Various 40 NB existing ball valve of Steam replaced with globe valve and 25NB steam float Trap for proper
steam distribution and load stability.
8) Installation of new screw air compressor for DC Grade production requirement with higher pressure o/p rating
which helps to betterment of process which help to increased production volume from 30 MT to 70 MT per
month.
9) Replaced old damaged charcoalizer reactor with new reactor to reduce steam loss & cooling loss, useful to
reduce the time cycle on which downtime reduced along with cooling & steam loss controlled.
10) Standby pressure filter installed in charcoalizer area to reduce downtime between change over.
11) New ML storage 5 KL PP/FRP tank replaced with New One as existing tan found damaged & inadequate to
storage ml.
12) Crystallizer area vacuum pipeline replacement done with new pipeline as it was old and tends to leakage more
often which resulting into breakdown.
13) Cooling water pipeline header frequently leakage so 6” header pipeline replaced to rectify frequent downtime &
maintenance.
14) Structure strengthening work initiated in reaction area to improve life of facility.
15) ETP improvement done for smoothened the process of effluent treatment.
16) Dx unit added at Micro Lab AHU for betterment of temperature considering current available equipment heat
load in area.
Spare screw feeder provided at reaction area for smoothness in process and to reduce the lead time during
process.
(ii) the steps taken by the company for utilizing alternate sources of energy;
Coal usage totally stopped and Briquette usage being done which is obtained from Agro waste. This reduces the
pollution also.
Working out for Gas fired boiler to move on green source of energy in order to improve in carbon footprint.
(iii) The capital investment on energy conservation equipments;
₹ 37 Lakhs
B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction, product developments or import substitution – yield
improvement in products Metformin, Sertraline and DPH. Cost reduction in Tramadol by recovering the material from
unwanted isomer, Product development for reduction of failures in Sertraline.
28
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial
year)- No imported technology
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research & Development
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)
Particulars For the year ended on For the year ended on
31.03.2023 31.03.2022
INCOME:
Foreign Exchange earned by the Company:
FOB Value of Exports 28991.80 28084.73
Freight, Insurance etc. 980.20 1406.53
TOTAL INCOME 29972.00 29491.26
EXPENDITURE:
CIF Value of Imports:
Raw Materials [Including High Seas purchases] 10242.17 10291.52
Capital Goods Nil 4.01
Interest 13.85 4.27
Commission expense 254.03 166.35
Other Expenses 207.77 322.96
TOTAL EXPENDITURE 10717.82 10789.11

DIN: 00005868 DIN: 08356412
29
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

GLOBAL INDUSTRY OVERVIEW:
The global pharmaceutical industry is expected to grow to about US $1.9 trillion by 2027 with a CAGR of 3-6% . The growth is
expected to be driven by increased spending on pharma in Asia-pacific, India, Latin America and middle east, which are expected
to exceed global volume growth. The growth in developed countries is expected be lower compared to pharmerging markets.
US market is expected to grow by 2.5% to 5.5% helped by increased spending on existing as well as new new medicines.
The Indian Pharmaceutical Market size reached USD 48.4 Billion in 2022. It is expected to reach USD 102.7 Billion by 2028
exhibiting a growth rate of (CAGR) of 13.1% during 2023-2028. The Government of India is extensively investing in research and
development (R&D) activities that support rapid drug discovery for improving health outcomes.
Furthermore, inflating income levels and improving medical infrastructure is propelling the sales of pharmaceuticals. Some of
the other factors stimulating the growth of the market in the country are lower manufacturing costs, a highly skilled workforce,
technological advancements, and enhanced marketing and distribution system.
On the other hand, adoption of cost control policies along with tightening of rules by governments in key markets are expected
to impact the growth prospect of the global pharmaceuticals industry.
Company Overview:
(A) Active Pharmaceutical Ingredients (API) Business:
The worldwide API market is likely to exceed US$ 285 Billion by 2028 – a 6.9% CAGR for the forecast period from
2023 to 2028.
The API division of Wanbury, in FY 2023 registered de-growth of -2.5% with revenue at INR 437 Crore. The de-growth
was primarily on account of steep increase in product price due to material cost inflation, low offtake from customer
in order to liquidate inventories & slow-down in Europe & US during first half of the financial year. From Q3 onwards,
the scenario started to improve and the business registered sustained recovery from the dip in first half.
The prices of key raw material started to soften from Q3 onwards, which has helped in improvement in margin. Easing
of supply chain disruption & container availability post covid has resulted into stabilised material supplies. Sertraline
continues to do well with strong order book position. New long- term business has been developed with key accounts,
which will further propel the business growth.
The company is focusing on development of new products like Ketamine, Rivaroxaban, Montelukast, Sitagliptin and
few others to reduce dependency on Metformin and Sertraline.
Some of the key initiatives for the API business being executed are as follows:
• Long term contracts with material suppliers to ensure availability of raw materials.
• Yield and process improvement to reduce cost & make the organisation more competitive.
• Exploring opportunities of expanding its existing and new products into newer markets.
• Expanding the product portfolio in order to de-risk the dependency on key molecules. A robust product selection
process and effective program management is being implemented to increase the filings of new DMFs and
diversify the product basket.
(B) Domestic Formulations Business:
Domestic formulation business registered Annual Sales of Rs.63 Crore a 5% growth over previous year. The business is
regaining its hold in the cold & cough segment, additionally the company is also working on improving the sales for other
key Brands into different therapeutic areas.
During the year, management have initiated various measures to turnaround the business as below:
• Strengthening of talent pool.
• Automation of reporting mechanism to improve productivity.
• Customer engagement & brand promotion.
• Peoples training & productivity improvement along with detailed plan on talent retention and development.
• New brand launches
All of above is expected to yield a sustainable growth in sales for the division in near term.
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(C) Human Resource (HR) Initiatives at Wanbury:

The Wanbury family consists of over 1120 members spread across various geographic locations and functions. We as
an HR showed a strategic and coherent approach in managing the talent and put an endeavour in employing people and
developing their capabilities, utilizing and maintaining their services. We define a set of key people who support the overall
business strategy and keep them engaged and motivated. HR policies and practices are benchmarked continuously with
the best in the industry.
(D) Threats, Risk and Concern:
As any other business, your Company is subject to various risks and threats. The key risks/ threats are as follows:
Competition:
Your Company operates in a highly competitive environment with pricing being one of the key determining factors of
success. In the API business, your Company has been able to overcome this risk by influencing the prices as it is one of the
largest manufacturer of Metformin in the world with over 10% market share. Sertraline is seeing high demand and growth
especially in international markets. As a long term strategy we are also working on development of new products to reduce
dependencies on existing products.
In the Formulations Business, the Company has mitigated this risk to a very large extent by diversifying its product portfolio
and launching new value added products.
Regulatory:
Manufacturing of pharmaceutical products is highly regulated and controlled by regulatory and government authorities
across the world. Failure to fully comply with such regulations, could lead to stringent actions from the authorities/
government. Regulators across the world, including the USFDA, have become stricter with the pharmaceutical industry.
Regulatory requirements and consequences for non-compliance are also getting more severe.
The company has laid down policies that ensure strict compliance to all regulatory requirements. Same is been reviewed
periodically to ensure that controls put in place are operating effectively.
Going Concern
The Company has initiated various measures, including restructuring of debts/business and infusion of funds etc.
Consequently, in the opinion of the management, operations of the Company will continue without interruption in spite of
negative net worth. Hence, financial statements are prepared on a “going concern” basis.
Foreign Exchange Fluctuations:
As the share of exports to total sales made by your Company is considerable, same is partly hedge through natural hedging
via raw material imports. Company also hedge it open exposure via forward cover to some extent. Further management
exercise close monitoring of currency fluctuations.
(F) Financial Review:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment) Regulations,
2018, the Company is required to give details of significant changes (change of 25% or more as compared to the
immediately previous financial year) in key financial ratios.
The detailed financial & operational performance is provided on page no. 65.
(G) Cautionary Statement:
Statements in the “Management Discussion and Analysis” describing the Company’s objectives, estimates, expectations
or projections may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results
may differ materially from those expressed or implied. Important factors that could make a difference to the Company’s
operations; include Government regulations, patent laws, tax regimes, economic developments within India and countries
in which the Company conducts business, litigation and other allied factors.

DIN: 00005868 DIN: 08356412
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CORPORATE GOVERNANCE REPORT

(1) COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
Wanbury Limited (“the Company”) believes in and practices good corporate governance. The Company’s philosophy of
Corporate Governance envisages attainment of the transparency, accountability and equity in all its dealings with all
stakeholders. As a Public Listed Company, the Company is committed to complete, accurate and timely disclosure in
reports and documents that it files with regulatory authorities.
(2) BOARD OF DIRECTORS:
The composition of the Board, Category of the Directors and Number of Directorship & Membership Chairmanship of
Committees in other companies as on 31 March 2023 is as under:
Name of the Directors Category ** Age No. of Other No. of Committee

(in years) Directorship(s) Held * Position Held in all
Companies#
Member Chair-person
Mr. K. Chandran P &WTD 65 Nil 2 Nil
Mr. N. K. Puri I & NED 80 Nil Nil 2
Ms. Pallavi P. Shedge I & NED 45 Nil 2 Nil
Mr. Binod Chandra Maharana $(upto 16.03.2023) I & NED 60 1 2 Nil
Dr. Manisha Juvekar $ (upto 16.03.2023) I & NED 47 Nil 2 Nil
Ms. Anupama Vaidya $ (upto 16.03.2023) I & NED 52 1 2 Nil
* Excluding Directorship in private limited and foreign companies.
** P – Promoter, WTD - Whole-time Director, I – Independent, NED - Non-Executive Director.
# includes only Audit Committee & Stakeholders Relationship Committee.
$ Mr. Binod Chandra Maharana, Dr. Manisha Juvekar, Ms. Anupama Vaidya, whose term expired on 16 March 2023 ceased
to be Non-Executive Independent Directors of the Company.
None of the Directors of the Board is a member of more than 10 Committees and no Director is Chairman/Chairperson of more
than 5 Committees across all public limited companies in which he/she is a Director.
As per Regulation 17A of the Listing Regulations, Independent Directors of the Company do not serve as Independent Directors in
more than seven listed companies. Further the Chairman/Whole-time Director of the Company does not serve as an Independent
Director of any listed entities.
Names of the Listed /public limited entities where the person is a Director and the category of Directorship as on 31
March 2023:
Sr. No. Name of Directors Other Directorship Category of other Entities Directorship
1 Mr. K. Chandran Nil Nil
2 Mr. N. K. Puri Nil Nil
3 Ms. Pallavi P. Shedge Nil Nil
4 Mr. Binod Chandra Maharana Secmark Consultancy Ltd. Director
5 Dr. Manisha Juvekar Nil Nil
6 Ms. Anupama Vaidya Platinumone Business Services Ltd. Director
None of the Directors of the Board are related to each other.
As per Regulation 17(1)(c) of the SEBI (LODR) Regulations 2015, the composition of Board for top 2000 entity should comprise
of minimum six directors. However, during the period from 17 March 2023 till date, number of directors is less than six. However
the Management is in the process of appointing the new directors.
The Board/Committee Meetings are scheduled well in advance after considering availability of all the Board Members. The
Notice and Agenda papers of each Board/Committee Meeting are given to each Director well in advance.
All the items on the Agenda are accompanied by Notes/ Memorandum to the Board giving comprehensive information on the
related subject. Detailed presentations are made at the Board/Committee Meetings in relation to the matters like Financial/
Business Plans, Financial Results, etc. The Board/Committee Members are free to recommend the inclusion of any matter for
discussion in consultation with the Chairman.
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The Board Meeting is generally scheduled at least once in a quarter to consider the quarterly performance and the financial
results. The Minutes of the Board / Committee Meetings are circulated on conclusion of the Board/Committee Meeting to the
Board/Committee Members for their comments and confirmed at the subsequent meeting.
During the year under review i.e. from 1 April 2022 to 31 March 2023, Four (4) Board Meetings were held on 22 June 2022,
10 August 2022, 28 November, 2022 and 14 February 2023. The time gap between two consecutive Board Meetings i.e.
8 February 2022 & 22 June 2022 have exceeded maximum permissible time gap of 120 days and the Company has paid the
necessary penalty to the respective stock exchanges.
Directors Attendance Records:
Name of Directors Designation Category No. of Board Meetings Whether last

attended during the year AGM attended
Mr. K. Chandran Chairman I & NED 4 Yes
Mr. N. K. Puri Member I & NED 4 Yes
Ms. Pallavi P. Shedge Member I & NED 4 Yes
Mr. Binod Chandra Maharana (upto 16.03.2023) Member I & NED 1 Yes
Dr. Manisha Juvekar (upto 16.03.2023) Member I & NED 4 Yes
Ms. Anupama Vaidya (upto 16.03.2023) Member I & NED 4 Yes
As on 31 March 2023, no equity shares of the Company are held by Non-Executive Directors.
Skill, Expertise and Competence of the Board of Directors:
The matrix setting out the skills/expertise/competence of the Board of Directors are as under:
Sr. Skill, expertise, Description Name of the Director who possesses

No. competence the said skill
1 Business acumen Ability to combine experience, knowledge & Mr. K. Chandran,
perspective to make sound business decisions. Mr. N. K. Puri,
Ms. Pallavi P. Shedge,
Mr. Binod Chandra Maharana,
Dr. Manisha Juvekar,
Ms. Anupama Vaidya
2 Vision Ability to see future with precision based on Mr. K. Chandran,
knowledge, experience and power of reasoning to Mr. N. K. Puri,
shape company’s plans. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
3 Strategic thinking Ability to identify opportunities, critical evaluation of Mr. K. Chandran,
the same and plan for successful implementation, to Mr. N. K. Puri,
achieve desired business goal. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
4 Industry knowledge Ability to comprehend intricacies of running an Mr. K. Chandran,
industry and guide the executive management to Mr. N. K. Puri,
achieve desired goals. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
5 Sector knowledge Understanding of pharma sector with specific Mr. K. Chandran,
emphasis on various factors influencing the Mr. N. K. Puri,
business in the sector. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
6 Marketing Thorough understanding of market and ability to Mr. K. Chandran,
deploy most innovative and effective marketing Mr. N. K. Puri,
strategies supported by best use of technology Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
33
7 International Ability to understand nuances of international Mr. K. Chandran,

Business knowledge markets in different geographies, identify business Mr. N. K. Puri,
opportunities & achieve business goals Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
8 Finance & Accounting Ability to analyse key financial statements, assess Mr. K. Chandran,
financial viability, contribute to strategic financial Mr. N. K. Puri,
planning, oversee budgets & efficient use of Ms. Pallavi P. Shedge,
resources. Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
9 Risk management Ability to identify key risks associated with the Mr. K. Chandran,
business and put in place risk minimisation and Mr. N. K. Puri,
mitigation framework to insulate the business from Ms. Pallavi P. Shedge,
pitfalls.\ Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
10 General management Ability to propel company’s business goals forward Mr. K. Chandran,
with analytical and critical thinking and complex Mr. N. K. Puri,
problem solving. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
11 Leadership Trait of creating an inspiring vision, motivating Mr. K. Chandran,
people to engage with that vision and manage Mr. N. K. Puri,
delivery of the vision. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
12 Communication Ability to convey effectively and efficiently with all Mr. K. Chandran,
stakeholders to achieve organisation goals. Mr. N. K. Puri,
Ms. Anupama Vaidya
13 Understanding of Ability to understand & interpret regulatory Mr. K. Chandran,
regulatory framework framework in which company operates & guide in Mr. N. K. Puri,
alignment of business and policies with the same. Ms. Pallavi P. Shedge,
Ms. Anupama Vaidya
Networking Ability to cultivate productive relationships that have Mr. K. Chandran,
14 shared interests and use the same for furtherance Mr. N. K. Puri,
of business objectives Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
15 Human resource Ability to engage, develop, inspire and manage Mr. K. Chandran,
management people in an organisation, so that they help to Mr. N. K. Puri,
achieve organisational goals and gain a competitive Ms. Pallavi P. Shedge,
advantage. Mr. Binod Chandra Maharana,
Ms. Anupama Vaidya
16 Objectivity Trait of forming views and opinions based on facts Mr. K. Chandran,
and not influenced by personal beliefs. Mr. N. K. Puri,
Ms. Anupama Vaidya
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Independent Directors:
It is confirmed that in the opinion of the Board, the Independent Directors fulfill the conditions specified in the Companies Act,
2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are
independent of the management.
Pursuant to a notification dated 22 October 2019 issued by the Ministry of Corporate Affairs, all directors have completed the
registration with the Independent Directors Data bank. Requisite disclosures have been received from the directors in this regard.
Confirmation of the Compliance of the Codes:
All Directors and members of Senior Management have, as on 31 March 2023 affirmed their compliance with:
• The Company’s Code of Conduct for Prevention of Insider Trading in its shares;
• Disclosures relating to all material and financial transactions;
• Annual Disclosure(s) as required under the Code of Conduct of Prevention of Insider Trading.
(3) BOARD COMMITTEES:
At present, the Board has five committees namely the Audit Committee, the Stakeholders Relationship Committee, the
Nomination & Remuneration Committee, the Risk Management Committee and the Day to Day Affairs Committee.
(A) AUDIT COMMITTEE:
The Company’s Audit Committee has been constituted in accordance with the provisions of Regulation 18 of the 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 22 June 2022, 10 August 2022,
28 November 2022 and 14 February 2023. The time gap between two consecutive Board Meetings i.e. 8 February 2022 &
22 June 2022 have exceeded maximum permissible time gap of 120 days.
The Audit Committee comprises of below mentioned directors and their attendance was as under:
Name of Directors Designation Category No. of Meetings Attended

Mr. N.K. Puri Chairman I & NED 4
Ms. Pallavi P Shedge Member I & NED 4
Mr. K. Chandran Member P & WTD 4
Mr. Binod Chandra Maharana (upto 16.03.2023) Member I & NED 1
Dr. Manisha Juvekar (upto 16.03.2023) Member I & NED 4
Ms. Anupama Vaidya (upto 16.03.2023) Member I & NED 4
Mr. Vinod Verma is the Chief Financial Officer of the Company.
Mr. Jitendra J. Gandhi is the Company Secretary of the Company.
All Members are financially literate and have expertise in accounting and related financial management field.
Terms of Reference:
The terms of reference to the Audit Committee include:
(I) Powers of Audit Committee:
The Audit Committee shall have, inter alia, following powers:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
(II) Role of Audit Committee:
The role of the Audit Committee shall, inter alia, include the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
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3. Approval for payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to
the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower Mechanism;
19. Approval of appointment of Chief Financial Officer (i.e. the Whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background etc.
of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(III) Review of information by Audit Committee:
The Audit Committee shall mandatorily review, inter alia, the following information:
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal Audit Reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the
Audit Committee.
36
(B) NOMINATION AND REMUNERATION COMMITTEE:

The Company’s Nomination & Remuneration Committee has been constituted in accordance with the provisions of
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of
the Companies Act, 2013. The Committee consists of4 Directors. The Chairperson of the Committee is an Independent
Director. Mr. Jitendra J. Gandhi acts as Company Secretary of the meeting.
28 November 2022 and 14 February 2023.
The attendance records of the Members at the meeting are as under:

Mr. N.K. Puri Member I & NED 4
Ms. Pallavi P Shedge Chairperson I & NED 4
Ms. Anupama Vaidya (upto 16.03.2023) Member I & NED 4
The terms of reference:
(a) The Committee shall identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director’s performance.
(b) The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other
employees.
(c) The Committee shall, while formulating the policy shall ensure that:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the
quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its
goals.
Performance evaluation criteria for Independent Directors are laid down in the Policy on Board evaluation and more
specifically the following:
• Attendance and participation.
• Help in bringing independent judgment on Board’s deliberations.
• Independent judgment on strategy, performance, risk management, etc.
• Objectivity & constructivity while exercising duties.
• Safeguarding interests of minority shareholders.
As required under regulation 19(b) of the Listing Regulations, all the directors of the Nomination and Remuneration
Committee shall be non-executive.
The Company is in process of restructuring the composition of the Nomination and Remuneration committee to exclude
Mr. Chandran Krishna Moorthy being executive director.
Employees Stock Option Scheme 2016
The Company has established an Employee Stock Options Plan 2016 (‘WANBURY ESOP – 2016’) which was approved by the
shareholders vide their resolution dated 29 September 2016.
Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board grants
options to employees.
The options issued under the above scheme vest in phased manner. Each option entitles an employee to subscribe to one equity
share of the Company at an exercise price of ₹ 10 per share.
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The options will be vested over a period of five years subject to continuous employment with the Company and the fulfilment of
performance parameters.
Particulars of the options under ‘WANBURY ESOP-2016’ are as under:
Particulars 31 March 2023 (FV ₹ 10)

Options outstanding as at the beginning of the Year 7, 80,000
Add: Options granted during the Year 50,000
Less: Options lapsed during the Year 3,35,000
Less: Options Exercised during the Year 40,000
Options outstanding as at the End of the year 4,55,000
Remuneration to Executive Director/s:
Payment of remuneration to executive director is governed by the agreement executed between Mr. K. Chandran, WTD and
the Company subject to the provisions of Schedule V of the Companies Act, 2013 for the Financial Year ended 31 March 2023.
Details of Remuneration debited to profit & Loss Account:
Name of Directors Salary & Perquisites Performance Linked Bonus Total Service Tenure
Mr. K. Chandran Rs. Nil Rs. Nil Rs. Nil Upto 31 August 2023
Remuneration to Non-Executive Directors:
The Fees paid to Non-Executive Directors for attending Meetings of Board of Directors as well as Committees of the Board, as
decided by the Board, are within the limits prescribed by the Companies Act, 2013.
The sitting fees paid to Non-executive Directors for the year under review is as under:
Sitting Fees paid:
Name of Non-Executive Directors Sitting Fee (Rs.)

Mr. N. K. Puri 7,00,000
Ms. Pallavi P.Shedge 7,00,000
Mr. Binod Chandra Maharana 1,75,000
Dr. Manisha Juvekar 7,00,000
Ms. Anupama Vaidya 7,00,000
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company’s Stakeholders Relationship has been constituted in accordance with the provisions of Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.
The Committee consists of 6 Directors. The Chairman of the Committee is an Independent Director.
Mr. Vinod Verma is the Chief Financial Officer of the Company.
Mr. Jitendra J. Gandhi is the Company Secretary of the Company.
28 November 2022 and 14 February 2023.
The attendance records of the Members at the meeting are as under:

Mr. N.K. Puri Member I & NED 4
Ms. Pallavi P Shedge Member I & NED 4
Ms. Anupama Vaidya (upto 16.03.2023) Chairperson I & NED 4
There was nil complaint pending at the beginning of year i.e. on 1 April 2023. Total 12 complaints were received and 12
have been replied to the satisfaction of Shareholders during the year under review. No Complaint was pending at the end
of year i.e. 31 March 2023.
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No share transfer requests were pending at the beginning of the year i.e. on 1 April 2022 and at the end of the year i.e.
31 March 2023.
(D) RISK MANAGEMENT COMMITTEE:
Risk Management Committee has been formed by the Board of Directors of the Company to consider the potential risks of
the business of the Company and to plan for the mitigation of the same. Following are the Members of Risk Management
Committee:
Name of Directors Designation No. of Meetings Attended

Mr. N.K. Puri Chairperson 1
Ms. Pallavi P Shedge Member 1
Mr. K. Chandran Member 1
Mr. Binod Chandra Maharana (upto 16.03.2023) Member -
Dr. Manisha Juvekar (upto 16.03.2023) Member 1
Ms. Anupama Vaidya (upto 16.03.2023) Member 1
During the year under review, One (1) meeting of the Risk Management Committee was held on 14 February 2023.
(E) DAY TO DAY AFFAIRS COMMITTEE:
The Day to Day Affairs Committee comprises of following Members:
Name of Committee Members Designation

Mr. K. Chandran Chairperson/Wholetime Director
Mr. Vinod Verma Member
Mr. Jitendra J. Gandhi Member
The Day to Day Affairs Committee meets to take decisions on the matters delegated by the Board of Directors. During
the year under review, nine (09) meetings of the Day To Day Affairs Committee were held on 16 May 2022, 4 July 2022,
26 July 2022, 12 August 2022, 30 August 2022, 9 September 2022, 9 December 2022, 9 January 2023 and 2 March 2023.
At present the Day to Day Affairs Committee has been authorised by the Board of Directors to consider following matters:
1. To take the decisions relating to the Bank Accounts i.e. opening of account, closing of account, availing any facility
(internet banking, at par facility) etc.
2. To revise the authorisation for mode of operations of the Bank Accounts of the Company as per requirements from
time to time.
3. To undertake borrowings and give guarantees within CDR Mechanism not exceeding Rs. 5 Crore and decide the
terms & conditions of such borrowings and guarantees.
4. To take record of the Share Transfer Committee Minutes.
5. Giving Power of Attorney to the personnel of the Company to deal with the Government Authorities / Semi Government
Authorities and private bodies including Income Tax Department, Excise Department, Sales Tax Department,
Custom Department, Court Matters, Company Law Matters, Maharashtra Industrial Development Corporation and
Maharashtra Pollution control Board.
6. To appoint C&F Agent, Selling Agent, Purchasing Agent, Distributor on Consignment Basis (DCBs), Transport Agent,
Warehouse Agent, and other agents relating to the operations of the Company.
7. To authorize the persons to represent the Company as Member in the general meeting of the other Company,
in which the Company is Member.
8. To obtain manufacturing license or any other license on loan license basis or any other basis.
9. To open the offices, branch offices, warehouses of the Company in any part of India;
10. To enter into warehousing and logistic arrangements for the requirements of the Company.
11. To give authorisation for filing of applications, forms or other documents for obtaining registration, licenses, permission
from any authority to carry on the existing business of the Company in any part of India and to represent before such
authorities on behalf of the Company.
12. To give authorisation to apply, file and avail the services / connectivity of any services for offices, stores or other
places of the Company.
39
13. To issue and allot Equity Shares of the Company upon conversion request received from FCCB Holders.
14. To issue & allot securities of the Company.
15. To issue & allot Equity Shares of the Company to the OFCD Holders as and when the OFCD holders exercise
conversion option.
16. To issue & allot Equity Shares of the Company to the Warrant Holders as and when the Warrant Holders exercise
conversion option.
17. To allow companies whether already incorporated or to be incorporated to use “Wanbury” word in their name and also
to use logo of the Company.
18. To take properties on lease, leave & license or otherwise in the normal and ordinary course of business of the
Company with total lease commitment not exceeding a limit of Rs. 1 Crore.
19. To give the authority to any person to enter into any service related agreement e.g. housekeeping, repair &
maintenance, security etc. for office, stores and other places of the Company.
20. To give authorisation to any persons to sign & file returns, forms and other documents with government and statutory
authorities in compliance with any statute applicable to the Company from time to time.
21. To file the suits, appeals, petitions, affidavits etc. before any court or authority on behalf of the Company on any
matter except for any initiation or settlement of any litigation, arbitration, proceedings or claims which, in the opinion
of the Investor, is material in the context of the business in each case not in excess of Rs. 50 Lakhs.
22. To defend the suits, legal proceedings etc. against the Company on behalf of the Company and to appoint any
attorney/counsel/advocate etc. to appear before any court or authority on behalf of the Company.
23. To take any other decision on any matter to be arrived in day to day business activities of the Company.
INDEPENDENT DIRECTORS MEETING:
Schedule IV of the Companies Act, 2013 and the Rules made thereunder mandates that the Independent Directors of the Company
hold at least one meeting in a year without the attendance of non-independent directors and Members of the Management. It is
recommended that all the Independent Directors of the Company be present at such meetings. These meetings are expected to
review the performance of the non-independent directors and the Board as a whole as well as the performance of the Chairman
of the Board taking into account the views of the executive directors and non-executive directors, assess the quality, quantity and
timeliness of the flow of information between the Management and the Board that is necessary for it to effectively and reasonably
perform its duties.
At such meetings, the independent directors discuss, among other matters, the performance of the Company and risks faced
by it, the flow of information to the Board, competition, strategy, leadership, strengths & weaknesses, governance, compliance,
Board movements, human resource matters and performance of the executive members of the Board including the Chairman.
Following are the Members of Independent Directors meeting:
Name of Directors Category

Mr. N. K. Puri I & NED
Ms. Pallavi P. Shedge I & NED
Mr. Binod Chandra Maharana (upto 16.03.2023) I & NED
Dr. Manisha Juvekar (upto 16.03.2023) I & NED
Ms. Anupama Vaidya(upto 16.03.2023) I & NED
During the year under review, meeting of Independent Directors was held on 9 March 2023 and was attended by all the
Independent Directors. The meeting was held in compliance with the requirements of Schedule IV of the Companies Act, 2013.
Following items were considered at the said meeting:
a. Presentation on familiarising the Independent Directors with operations of the Company;
b. Performance review of Non-Independent Directors, Board as a whole and Chairman of the Company;
c. Assess the quality, quantity and timeliness of flow of information between Company Management and the Board.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149
(7) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
The Company had issued formal letter of appointment to all Independent Directors along with terms and conditions and the draft
of the same is placed on the website of the Company.
40
The details of the familiarisation program of Independent Directors have been put on the website of the Company.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel and the same is available on
Company’s website.
The Company has adopted a Whistle Blower Policy and the same is available on Company’s website.
The Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandates the Company to familiarise the Independent Directors with the Company, their roles, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company etc. through various programmes.
The details of familiarisation programs imparted to the Independent Directors by the Company is placed on the Company’s
website, the web link of the same is: http://www.wanbury.com/investorrelsl/policies/Familiarisation%20Programme%20for%20
Independent%20Directors.pdf
PREVENTION OF INSIDER TRADING:
The Company has devised and adopted Code of Conduct to regulate, monitor and report trading in Company’s securities by
persons having access to unpublished price sensitive information of the Company. Company Secretary is the Compliance Officer
for the purpose of this code. During the year, there has been due compliance with the code by the Company and all insiders and
requisite disclosures were made to the Stock Exchanges from time to time.
(4) GENERAL BODY MEETING:
(a) (i) Details of last three Annual General Meetings are as under:
Financial Year Date Time Venue

2021 - 2022 28 September 2022 11:30 A.M Through Video Conference/Other Audio Visual Means
due to COVID -19 pandemic and lockdown situation.
2020 - 2021 27 September 2021 11:30 A.M Through Video Conference/Other Audio Visual Means
due to COVID -19 pandemic and lockdown situation.
2019 - 2020 28 September 2020 11:30 Through Video Conference/Other Audio Visual Means
A.M. due to COVID -19 pandemic and lockdown situation.
(ii) Details of the Extra-ordinary General Meeting during the year are as under:
During the year under review, the Company has not conducted any EOGM.
(b) (i) Special Resolutions passed in the last three Annual General Meetings:
The Company has passed below mentioned special resolutions in the last three Annual General Meetings
(AGM):
Sr. No. Date of AGM Subject matter

01 28 September 2022 a). Special Resolution - Re-appointment of Mr. K. Chandran (DIN - 00005868)
as Wholetime Director for a period of three years.
02 27 September 2021 -
03 28 September 2020 -
(ii) Special Resolutions passed in the Extra-ordinary General Meeting (EOGM) during the year:
During the year under review, the Company has not conducted any EOGM.
(c) Postal Ballot:
During the year under review, the Company has not conducted any postal Ballot.
(d) Subsidiary Companies:
Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board
Meetings.
The Company has below mentioned 4 foreign subsidiaries:
(i) Wanbury Holdings B. V., Netherlands;
(ii) Wanbury Global FZE, Ras Al Khaimah, UAE.
(iii) Ningxia Wanbury Fine Chemicals Co. Ltd., China;
(iv) Cantabria Pharma S. L., Spain; # (under liquidation)
# Subsidiary of Wanbury Holdings B. V., Netherlands
The Policy on material subsidiaries is placed on Company’s website.
41
(e) Means of Communication:

The Quarterly (un-audited financial result) and Annual Audited Financial Result of the Company are electronically submitted
on the online Portals - ‘BSE Corporate Compliance & Listing Centre’ (Listing Centre) and ‘Electronic Application Processing
System’ (NEAPS) of BSE and NSE respectively, within 30 minutes of their approval by the Board pursuant to the provisions
of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same results are
published in Free Press Journal and Navshakti Newspapers in accordance with the provisions of Listing Regulations with
Stock Exchanges and also posted on the Website of the Company i.e.www.wanbury.com
(5) GENERAL SHAREHOLDERS INFORMATION:
(a) Annual General Meeting:
Day & Date : Wednesday, 27 September 2023
Time : 11:30 A.M.
Place/Venue : Through Video Conferencing (VC)
or Other Audio Visual Means (OAVM)
Company’s Registered Office : BSEL Tech Park,
B-Wing, 10th Floor, Sector 30-A,
Opp. Vashi Railway Station, Vashi,
Navi Mumbai - 400 703.
Maharahstra, India.
(b) Financial Calendar:
For quarter ending on 30 June 2023. Unaudited Financial Results will be declared within 45 days from the
end of the quarter.
For quarter ending on 30 September 2023. Unaudited Financial Result will be declared within 45 days from the
end of the quarter.
For quarter ending on 31 December 2023. Unaudited Financial Result will be declared within 45 days from the
end of the quarter.
For quarter ending on 31 March 2024. Audited Financial Result will be declared within 60 days from the
end of Financial year 2023-2024.
Annual General Meeting for the Financial On or before 30 September 2024.
Year ending on 31 March 2023.
(c) Book Closure:
The Share Transfer Books and the Register of Members will remain closed from Tuesday, 21 September 2023 to
Wednesday, 27 September 2023 (both days inclusive) for the purpose of Annual General Meeting.
(d) Listing on Stock Exchanges & Stock Codes:
Equity Shares of the Company are listed on BSE Limited (BSE), Mumbai & National Stock Exchange of India Limited
(NSE), Mumbai.
The Scrip Code/Symbol on BSE is 524212 and on NSE is WANBURY.
The ISIN Number of Company is “INE107F01022”.
The Company has paid listing fees to BSE Ltd. & National Stock Exchange of India Ltd. for the Financial Year 2022-
2023.
The Company has paid custody fees to National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for the Financial Year 2022-2023.
(e) Corporate Identity Number (CIN):
CIN of the Company allotted by the Ministry of Corporate Affairs, Government of India is L51900MH1988PLC048455.
(f) Share Transfer System:
The Shares send for transfer are generally registered and disposed of within a period of 15 days from the date of
receipt, if the documents are complete in all respects. The Stakeholders relationship committee is authorised to
approve the Share Transfers.
42
The Company’s shares are traded on the Stock Exchanges in the compulsory dematerialised form. Shareholders
are requested to ensure that their Depository Participants (“DPs”) promptly send physical documents, i.e.
Dematerialization Request Form (“DRF”), Share Certificates, etc. to the ISD by providing the Dematerialization
Request Number (“DRN”). Documents for transfer in the physical form, i.e., the Transfer Deeds, Share Certificates,
etc., should similarly be sent to the ISD.
(g) Dematerlization:
As on 31 March 2023, 2,94,52,065 Equity Shares of the Company (representing 90.05 % of the total shares) were
held in the dematerialised form and 32,53,433 Equity Shares (representing 9.95 % of the total shares) were held in
the physical form. Shares of Company are listed on the two stock exchanges with nationwide terminal viz. BSE and
NSE. The shares are frequently traded on these exchanges.
(h) Stock Data:
Monthly Volume and High, Low & Close of Market price of Company’s Equity Shares traded on the BSE Limited,
Mumbai during the year ended on 31 March 2023 were as under:
Month High Low Close (Rs.) BSE Sensex Volume

(Rs.) (Rs.) Close (No. of Shares)
April 2022 89.50 78.00 78.65 57060.87 50317
May2022 81.40 64.15 68.05 55566.41 37761
June 2022 68.95 55.55 65.00 53018.94 255251
July 2022 68.55 61.10 63.30 57570.25 145748
August 2022 73.20 58.50 61.30 59537.07 159219
September 2022 74.00 60.00 65.20 57426.92 134098
October 2022 70.90 64.55 68.75 60746.59 33658
November 2022 68.70 49.15 52.40 63099.65 124686
December 2022 51.90 41.15 49.05 60840.74 133424
January 2023 50.00 40.70 43.20 59549.90 146482
February 2023 44.45 37.50 38.20 58962.12 107091
March 2023 41.67 33.05 37.32 58991.52 530058
Source: BSE Website
Monthly Volume and High, Low & Close of Market price of Company’s Equity Shares traded on the National Stock
Exchange of India Limited, Mumbai during the period ended on 31 March 2023 were as under:
High Low Close (Rs.) S & P CNX Volume

Month (Rs.) (Rs.) Nifty Close (No. of Shares)
April 2022 88.55 78.00 78.15 17102.55 3,29,240
May 2022 82.75 63.50 67.60 16584.55 2,36,646
June 2022 69.00 55.05 64.90 15780.25 4,21,573
July 2022 68.25 62.00 62.40 17158.25 4,86,106
August 2022 73.15 59.20 60.45 17759.30 4,06,404
September 2022 74.30 60.00 65.65 17094.35 5,40,64
October 2022 70.95 64.10 66.45 18012.20 1,85,994
November 2022 67.95 49.05 52.75 18758.35 3,76,001
December 2022 52.75 41.10 49.00 18105.30 6,94,953
January 2023 49.70 39.50 43.35 17662.15 5,56,945
February 2023 44.90 37.25 38.20 17303.95 2,42,856
March 2023 41.30 33.30 37.30 17359.75 8,28,000
43
Source: NSE Website

Distribution Schedule on Number of shares as on 31 March 2023:
Category (Equity Shares) No. of Shareholders % of Shareholders No. of Shares held % Shareholding
1 – 500 10,102 84.81 11,28,888 3.45
501 – 1000 752 6.31 6,27,759 1.92
1001 – 2000 446 3.74 6,93,837 2.12
2001 – 3000 169 1.42 4,38,585 1.34
3001 – 4000 84 0.71 3,05,343 0.93
4001 – 5000 73 0.61 3,47,008 1.06
5001 – 10000 121 1.02 9,11,546 2.79
10001 and Above 164 1.38 2,82,52,532 86.39
Total 11,911 100 3,27,05,498 100
(j) Shareholding Pattern as on 31 March 2023 was as under:
Category No. of Shares Held % of Holding

(A) PROMOTER HOLDING
Indian Promoter:
(a) Expert Chemicals (India) Private Limited 1,00,05,561 30.59
Foreign Promoter:
(a) Kingsbury Investment INC. 30,24,000 9.25
Person acting in Concert: - -
Sub Total (A) 1,30,29,561 39.84
(B) NON – PROMOTERS HOLDING
Institutional Investors
Mutual Funds and UTI 66 0.00
Banks, Financial Institutions, Insurance Companies, (Central/State Govt. 521 0.00
Institutions / Non - government Institutions)
NBFC Registered with RBI 42,136 0.13
KMP 1,04,500 0.32
FIIs - -
Sub – Total (B) 1,47,223 0.45
(C) OTHERS
Bodies Corporate 48,23,739 14.75
Individual Shareholders Holding Nominal Capital up to Rs. 2 Lakh. 48,34,672 14.78
Individual Shareholders Holding Nominal Capital in excess of Rs.2 Lakh 75,37,099 23.05
OCB 94,680 0.29
NRI 6,49,506 1.99
IEPF 3,38,465 1.03
Others 12,50,553 3.82
Sub – Total (C) 1,95,28,714 59.71
GRAND TOTAL (A+B+C) 3,27,05,498 100.00
(k) Outstanding Warrants:
11,25,236 Warrants of the face value of Rs. Nil were allotted to the shareholders of erstwhile PPIL pursuant to the
order dated 24 April 2007 of Hon’ble BIFR, which were exercisable upto 27 June 2012. Refer Note No. 19.3 of the
Financial Statements.
44
(l) Optionally Fully Convertible Debentures:

58,199 Zero Coupon Optionally Fully Convertible Debentures (OFCDs) of the aggregate nominal value of Rs. 581.99
Lakhs remained unpaid at year ended 31 March 2021.
During the previous year ended 31 March 2022, (a) the Company has had provided for additional liability of ₹ 150
Lakhs for OFCDs ; (b) the Company sold some of the land & building of erstwhile PPIL and the sales proceeds was
utilized towards partial repayment of OFCDs of ₹ 543.50 Lakhs.
During the year ended 31 March 2023, the Company has provided additional liability of Rs. 200.19 Lakhs for OFCD.
Hence, ₹ 388.68 Lakhs remains payable as on 31 March 2023.
Zero Coupon Optionally Fully Convertible Debenture Holders had a right to convert the same into Equity Shares of
the Company between 1 November 2008 and 30 April 2012, at higher of:
(i) 67% of the 3 months average weekly closing high low price per share quoted on the BSE preceding the date of
notice of conversion; or
(ii) at a price of Rs. 125 per share
However, none of the OFCD Holder had made an application to convert OFCD into Equity Shares of the
Company.
The aforesaid OFCD were issued pursuant to the Order of Hon’ble BIFR dated 24 April 2007. Refer Note No.
46a of the Financial Statements.
(m) Reconciliation of Share Capital Audit Report:
Practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with NSDL &
CDSL with the total issued, listed and paid-up capital. This audit is carried out every quarter and report thereon are
submitted to the Stock Exchanges and is also placed before the Board of Directors. No discrepancies were noticed
during these audits.
(n) Unclaimed Shares dividend:
In accordance with the provisions of Section 124(6) of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) (as amended), the Company is required
to statutorily transfer the shares held by the Shareholders whose dividend has remained unclaimed for a consecutive
period of seven years or more to IEPF.
As at 31 March 2023, a total of 3,38,465 Shares of the Company were lying in the Demat account of the IEPF
Authority.
During the year 31 March 2019, the Company had filed form IEPF-4 with the IEPF authority giving the details
of shares transferred. The details of shares transferred are also available on the Company’s website
www.wanbury.com. Shareholders are requested to follow the below mentioned procedure for claiming their shares/
unclaimed dividend from IEPF:
a) Make an online application in Form IEPF-5 available on the website www.iepf.gov.in;
b) Send a copy of the online application duly signed on each page by Shareholders/ claimant along with copy of
challan and all documents mentioned in Form IEPF-5 to the Company’s Registrar & Share Transfer Agent at
Purva Sharegistry (India) Pvt. Ltd. Unit No. 9, Shiv Shakti Industrial Estate, J . R. Boricha Marg Lower Parel
(East) Mumbai – 400 011. India for verification of his/her claim;
c) The Company shall, within 15 days of receipt of the claim form, send a verification report to the IEPF Authority
along with all documents submitted by the claimant;
d) On verification, the IEPF Authority shall release the shares/dividend directly to the claimant.
(o) Plant Locations:
a) Plot No. A-15, M.I.D.C., Ind. Area, Patalganga, Maharashtra
b) Plot No. J-17, M.I.D.C. Tarapur, Maharashtra
c) K. Illindalaparru Village, Tanuku, Dist. - West Godavari, Andhra Pradesh
(p) Compliance Officer:
The Board of Directors has designated Mr. Jitendra J. Gandhi, Company Secretary as the Compliance Officer of the
Company.
45
(q) Address for Correspondence:

Wanbury Limited
Secretarial Department
CIN: L51900MH1988PLC048455
BSEL Tech Park,
B-Wing, 10th Floor, Sector 30-A,
Opp. Vashi Railway Station,
Vashi, Navi Mumbai - 400 703,
Maharashtra, India.
Tel : +91-22-67942222
Fax: +91-22-67942111/333
E-mail: [email protected]
Shareholders of the Company can lodge their complaints on E-Mail ID: [email protected]
(r) Address of Registrar & Share Transfer Agents:
M/s. Purva Sharegistry (India) Pvt. Ltd.
Unit No. 9, Shiv Shakti Industrial Estate,
J .R. Boricha Marg Lower Parel (East)
Mumbai - 400 011.India.
Telephone No.: +91-22-23012717/8261
E-mail: [email protected]
(s) Credit Ratings:
The Company does not have any fixed deposit programme nor has any proposal involving mobilisation of funds in
India or abroad.
(t) Management Discussion and Analysis Report:
Management Discussion and Analysis Report is part of Annual Report.
(u) General Disclosures:
I) Related Party Transactions
(i) A summary of transactions with related parties, in the ordinary course of business and at arm’s length is
placed before the Audit Committee every quarter;
(ii) There were no material individual transactions with related parties that were not in the ordinary course of
business and at arm’s length during the Financial Year ended 31 March 2023;
(iii) There were no material significant transactions during the Financial Year with related parties such as
the Promoters, Directors, Key Managerial Personnel, Relatives or Subsidiaries that could have potential
conflict of interest with the Company;
(iv) The mandatory disclosure of transactions with related parties, in compliance with the Indian Accounting
Standard (IndAS-24), forms part of this annual report;
(v) Related Party Transactions policy of the Company can be accessed on the Company’s website
www.wanbury.com
II) Capital Market non- compliances, if any:
There were no instances of non-compliance by the Company on any matter relating to the capital markets
during the past three years;
III) Vigil Mechanism/ Whistleblower Policy:
The Company has a Whistleblower Policy which can be accessed on the Company’s website
www.wanbury.com. It is affirmed that no personnel has been denied access to the Chairman of the Audit
Committee in terms of the policy.
During the Financial Year, Nil complaint was received by the Company under Whistle Blower mechanism which
was reported to the Audit Committee.
Action recommended by the Whistle Blower Committee/Audit Committee has been implemented by the
management.
46
IV) Policies
In accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Company has formulated the following policies which can be accessed on the Company’s
website www.wanbury.com:
i) Policy on Material Subsidiaries;
ii) Policy on Distribution of dividend;
iii) Policy on Determination and disclosure of material events;
iv) Policy on Preservation and Archival of documents;
v) Risk Management Policy.
vi) Insider Trading
The Company has formulated a Code of Conduct for Prevention of Insider Trading in the shares of the
Company for Directors and other identified persons in accordance with the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended by Securities and Exchange
Board of India (Prohibition of Insider Trading) (Amendment), Regulations, 2018. The Code of Conduct
for Prevention of Insider Trading, Code of fair disclosure of Unpublished Price Sensitive Information
and Policy and procedure for inquiry in case of leak of Unpublished Price Sensitive Information can be
accessed on the Company’s website www.wanbury.com
V) Independent Directors Meeting
Independent Directors met on 9 March 2023 to review the performance of the Non-Independent Directors
and the Board as a whole, performance of the Chairperson and quality, quantity and timeliness of information
exchange between the Company Management and the Board.
VI) Board Evaluation
The Company has put in place a Board Evaluation process.
VII) Sexual Harassment at Workplace
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.
VIII) Internal Controls
The Company has put in place adequate Internal Control Systems and Procedures including adequate financial
controls with reference to the financial statement.
IX) Certificate from Company Secretary in Practice regarding Directors disqualification under the Act etc.
Certificate has been received from a Company Secretary in Practice stating that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing as directors of
companies by the Board / Ministry of Corporate Affairs or any such statutory authority. The same is annexed to
this report.
X) Fee to Statutory Auditors:
Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all entities in the network firm/network entity of which statutory auditor is a part, is mentioned in
Notes to Accounts.
XI) Committee Recommendations
There have been no instances where the Board had not accepted any recommendation of submission by any
committee which is mandatorily required, in the Financial Year 2022-2023.
XII) In accordance with SEBI Regulations, during the year ended 31 March 2023, With respect to the approval for
issue of 54,50,000 Convertible Warrants at a price of Rs.105/- (Rupees One Hundred and Five only) to one
of the promoter viz. Expert Chemicals (India) Private Limited, given by the shareholders of the Company in
its Extra Ordinary General Meeting held on 17 March 2022 (“Proposed Preferential Issue”), Expert Chemicals
(India) Private Limited, promoter and subscriber to Proposed Preferential Issue has informed to the Company
vide its letter dated 21 November 2022 that it could not able to arrange the undertaking from one of its pledgee
(lender) which is requirement of In-principle approval of stock exchanges. Accordingly, the Company has
decided to withdraw the Proposed Preferential Issue due to non-receipt of undertaking from the proposed
subscriber’s pledgee.
XIII) There are no non-compliances of any requirement of corporate governance report and all the required
disclosures are made to stock exchanges and other regulatory bodies as and when required.
47
XIV) The Company has complied except for few cases and disclosed all the mandatory corporate governance
requirements under Regulation 17 to 27 and Regulation 46(2) under Listing Regulations.
XV) Following penalty or strictures have been imposed on the Company by Stock Exchanges and no other penalty
or strictures have been imposed by SEBI or any statutory authorities or any matter related to capital markets
during the last three years:
Year Particulars
2022-2023 i) Penalty aggregating to Rs. 1,15,000/- has been levied by the BSE Limited for non-
compliance of Regulation 33 of Listing Regulations regarding delay in declaring UFR for
the last quarter and year ended 31 March 2022. Penalty aggregating to Rs. 1,35,700/-
(incl. GST) has been paid on 1 July 2022.
ii) Penalty aggregating to Rs. 1,15,000/- has been levied by the NSE Limited for non-
the last quarter and year ended 31 March 2022. Penalty aggregating to Rs. 1,35,700/-/-
(incl. GST) has been paid on 1 July 2022.
iii) Penalty aggregating to Rs. 70,000/- has been levied by the BSE Limited for non-
the quarter ended 30 September 2022. Penalty aggregating to Rs. 82,600/- (incl. GST)
has been paid on 15 December 2022.
iv) Penalty aggregating to Rs. 70,000/- has been levied by the NSE Limited for non-
the quarter ended 30 September 2022. Penalty aggregating to Rs. 82,600/- (incl. GST)
2021-2022 i) Penalty aggregating to Rs. 1,45,000/- has been levied by the BSE Limited for non-
the quarter ended 30 June 2021 Penalty aggregating to Rs. 1,71,100/- (incl. GST) has
been paid on 21 September 2021.
ii) Penalty aggregating to Rs. 1,45,000/- has been levied by the NSE Limited for non-
the quarter ended 30 June, 2021 Penalty aggregating to Rs. 1,71,100/- (incl. GST) has
been paid on 21 September 2021.
iii) Penalty aggregating to Rs. 50,000/- has been levied by the BSE Limited for non-
the quarter ended 30 September 2021 Penalty aggregating to Rs. 59,000/- (incl. GST)
iv) Penalty aggregating to Rs. 50,000/- has been levied by the NSE Limited for non-
the quarter ended 30 September 2021 Penalty aggregating to Rs. 59,000/- (incl. GST)
2020- 2021 i) Penalty aggregating to Rs. 18,34,900/- (incl. GST) has been levied by the National Stock
Exchange of India Limited for non-compliance of Regulation 17(1)(c) of Listing Regulations
regarding delay in appointment of directors by the stipulated date i.e. 30 April 2020. The
aforesaid penalty aggregating to Rs. 18,34,900/- has been paid on 5 November 2020, 8
December 2020, 18 February 2021 & 19 May 2021.
ii) Penalty aggregating to Rs. 18,34,900/- (incl. GST) has been levied by the BSE Limited
for non-compliance of Regulation 17(1)(c) of Listing Regulations regarding delay in
appointment of Directors by the stipulated date i.e. 30 April 2020. Penalty aggregating to
Rs. 12,92,100/- has been paid on 8 December 2020, 18 February 2021 & 19 May 2021.
iii) Further, vide email dated 10 May 2021 penalty aggregating to Rs. 10,79,700/- has been
waived off by BSE limited which includes Rs. 5,36,900/- already paid and will be adjusted
towards Annual Listing fees / Other pending Charges / fees payable to the exchange.
For and on behalf of the Board of Directors,
K. Chandran Pallavi P. Shedge

Vice Chairman Director
Mumbai, 7 July 2023 DIN: 00005868 DIN: 08356412
48
DECLARATION PURSUANT TO SCHEDULE V OF THE LISTING REGULATIONS

In accordance with Regulation 26 (3) and Schedule V of the Listing Regulations with the Stock Exchanges, I, K. Chandran, Vice
Chairman of the Company hereby declare that the Directors and Senior Management of the Company have affirmed compliance
with the Code of Conduct as applicable to them for the year ended 31 March 2023.
For Wanbury Limited,

K. Chandran
Vice Chairman
Mumbai, 7 July 2023 DIN: 00005868
CERTIFICATE PURSUANT TO REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIRMENTS)
REGULATIONS, 2015
We, Mr. K. Chandran, Vice Chairman and Mr. Vinod Verma, Chief Financial Officer hereby certify for the Financial Year ended
31st March, 2023 that: -
(a) We have reviewed Indian accounting standards (Ind AS) financial statements and the cash flow statement for the year and
that to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with Ind AS,
applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee that:
(i) there are no significant changes in internal control over financial reporting during the year;
(ii) there are no significant changes in accounting policies during the year except as required to comply with Ind AS,
applicable laws and regulations ; and
(iii) there are no instances of significant fraud of which we have become aware.
For Wanbury Limited,
Vinod Verma K. Chandran

Mumbai, 7 July 2023 Chief Financial Officer Vice Chairman
DIN: 00005868
49
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To,
The Members of
Wanbury Limited
BSEL Tech Park, 10th Floor, B- Wing,
Sector 30-A, Opp. Vashi Railway Station, Vashi,
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Wanbury
Limited having CIN L51900MH1988PLC048455 and having registered office at BSEL Tech Park, 10th Floor, B- Wing, Sector 30-
A, Opp. Vashi Railway Station, Vashi, Navi Mumbai – 400 703 (hereinafter referred to as ‘the Company’), produced before us by
the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ended 31 March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Sr. No. Name of Director DIN Date of appointment in Company
1 Mr. K. Chandran 00005868 01.09.2005
2 Mr. N. K. Puri 00002226 09.03.2005
3 Ms. Pallavi P. Shedge 08356412 14.02.2019
4 Ms. Anupama Vaidya 02713317 17.03.2022
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Kala Agarwal
Certificate of Practice Number: 5356
Membership Number: 5976
UDIN: F005976E000368382
Place: Mumbai
Date: 24 May, 2023
50
INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH

THE CORPORATE GOVERNANCE REQUIREMENTS UNDER AS PER
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To the Members of
Wanbury Limited
1. We, V. Parekh & Associates, Chartered Accountants, the statutory auditors of Wanbury Limited (“the Company”) have
examined the compliance of conditions of Corporate governance by the Company, for the year ended 31 March 2023, as
stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘SEBI Listing Regulations’).
Management’s Responsibility for compliance with the conditions of Listing Regulations
2. The compliance with the terms and conditions contained in the corporate governance is the responsibility of the
Management of the Company including the preparation and maintenance of all relevant supporting records and documents.
This responsibility includes the design, implementation and maintenance of internal control and procedure to ensure the
compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditors’ Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports
or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the
Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes
requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants
of India.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
7. In our opinion, and to the best of our information and according to explanations given to us, we certify that during the year
ended 31 March 2023, the Company has complied with the conditions of Corporate Governance as stipulated in the above-
mentioned Listing Regulations except
a. During the period 17 March 2023 to 31 March 2023, number of directors was less than minimum six directors as required
under Regulation 17(1)(c) of SEBI Listing Regulations. Due to this, the composition of Board of Directors has fallen below
6 and also caused imbalance in proportion of Executive and Non-Executive Independent Directors in the Company.
b. The Member of the Nomination and Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive
Director, whereas, as required under Regulation 19 (b) of the SEBI Listing Regulations all directors of such committee shall
be non-executive.
c. The time gap between two consecutive Board Meeting, held on 17 February 2022 and 22 June 2022 is 124 days, which
exceeds maximum permissible time gap of 120 days as stipulated in Regulation 17(2) of the SEBI Listing Regulations.
d. The time gap between two consecutive audit committee Meeting, held on 8 February 2022 and 22 June 2022 is 133
days, which exceeds maximum permissible time gap of 120 days as stipulated in Regulation 18(2)(b) of the SEBI Listing
Regulations.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Restriction on Use
9. This Certificate is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply
with its obligations under the Listing Regulations and should notbe used by any other person or for any other purpose.
Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to
whom it is shown or into whose hand it may come without our prior consent in writing. We have no responsibility to update
this Certificate for events and circumstances occurring after the date of this report.
FOR AND ON BEHALF OF
V. PAREKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 107488W
Mumbai RASESH V. PAREKH - PARTNER

DATED: 7 July 2023 MEMBERSHIP NO. 38615
ICAIUDIN :23038615BGVNRC9211
51
INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF WANBURY LIMITED
Report on Audit of Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Wanbury Limited (“the Company”), which comprise the
Standalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss including Other Comprehensive
Income/(Loss), the Standalone Statement of Changes in Equity, the Standalone Cash Flow Statement for the year then ended
and the Notes to the standalone financial statements, including a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at
31 March 2023, and loss, other comprehensive income/(loss), changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
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 (“ICAI”) 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 we have obtained is sufficient
and appropriate to provide a basis for our opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern:
We draw attention to the Note 58 of the standalone financial statements, regarding preparation of standalone financial statements
on going concern basis. The Company’s net worth is negative. One of the lender has filed application with Mumbai Debt Recovery
Tribunal – I for the recovery of dues. 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
financial statements 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 Matters
We draw attention to the following matters in the Notes to the standalone financial statements:
a. Note 42(a) of the standalone financial statements regarding guarantee given in respect of Exim Bank’s investment in
Wanbury Holding B.V., a subsidiary of the Company; and
b. Note 46(a) of the standalone financial statements regarding the status of merger of erstwhile PPIL with the Company.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
52
Key audit matter How the matter was addressed in our audit
Assessment of Provisions and Contingent liabilities Our audit procedures included the following:
The Company undergoes assessment proceedings from • Understanding and evaluating process and controls
time to time with direct and indirect tax authorities and with designed and implemented by the management including
certain other parties. There is a high level of judgement testing of relevant controls;
required in estimating the level of provisioning and / or the
• Obtaining details of the related matters, inspecting the
disclosures required. The management’s assessment is
supporting evidences and critically assessing management’s
supported by advice from internal / external tax consultants
evaluation through discussions with management on both
and legal consultants, where considered necessary by the
the likelihood of outcome and the magnitude of potential
management. Accordingly, unexpected adverse outcomes
loss;
could significantly impact the Company’s reported loss and
Balance Sheet position. • Reading recent orders and / or communication received
(Refer Note 41, 42, 43 of the standalone financial statements) from the tax authorities and with certain other parties, and
We considered the above area as a key audit matter management replies to such communication;
due to associated uncertainty related to the outcome of • Evaluating independence, objectivity and competence of the
these matters and application of material judgement in management’s tax / legal consultants (internal / external);
interpretation of law. • Understanding the current status of the tax assessments /
litigations;
• Obtaining direct written confirmations from the Company’s
legal / tax consultants (internal / external) to confirm the facts
and circumstances and assessment of the likely outcome.
• Assessing the likelihood of the potential financial exposure;
• We did not identify any material exceptions as a result of
above procedures relating to management’s assessment of
provisions and contingent liabilities.
Appropriateness of the Expected credit loss (“ECL”). Our procedures, in relation to testing of ECL, includes the
To recognise ECL, the Company applies simplified approach following:
for trade receivable which do not contain a significant • We have verified the calculation of ECL as estimated by the
financing component and general approach for corporate management. We have examined the methodology and the
guarantee contracts and financial assets measured at judgements/assumptions used by the management while
amortised cost and FVTOCI debt instrument. estimating ECL.
In calculating ECL, the Company has also considered credit
reports and other related credit information for its customers
to estimate the probability of default in future.
ECL is considered as KAM in view of significant estimates
and judgements made by the management for measurement
and recognition of the same.
(Refer Note 60 of the standalone financial statements)
Information Other than the Financial Statements and Auditor’s Report Thereon (“Other information”)
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises
the information included in the annual report, but does not include the financial statements and auditor’s report thereon. The
annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Company’s annual report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws
and regulations.
Management’s and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income (loss), cash flows and changes in equity of the Company
in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under Section 133 of
the Act read with relevant rules issued thereunder.
53
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgements 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 financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, 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 management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance 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
standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone financial statements, 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 to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls with reference to 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 made by management and Board of Directors.
• Conclude on the appropriateness of 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 financial statements 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, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, 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 communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and
4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
54
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income (loss), the Cash Flow
Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of
the Act read with relevant rules issued thereunder;
e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the
Board of Directors, none of the directors are disqualified as on 31 March 2023 from being appointed as a director in
terms of Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended:
In our opinion and according to the information and explanation given to us, no managerial remuneration has been
paid or provided during the year. Hence, requirement of Section 197(16) of the Act are not applicable to the Company.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at 31 March 2023, on its financial
position in its standalone financial statements - Refer Note 41 to the standalone financial statements;
ii. The Company has not entered into any long-term contracts including derivative contracts for which there were
any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
iv. a. The Management has represented that, to the best of it’s knowledge and belief, as disclosed in the note
68 of the standalone financial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b. The Management has represented, that, to the best of it’s knowledge and belief, as disclosed in the note 68
of the standalone financial statements, no funds have been received by the Company from any person(s)
or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded
in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause
(a) and (b) contain any material mis-statement.
v. There were no amounts which were declared or paid during the year as dividend by the Company.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with
effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not
applicable.

RASESH V. PAREKH - PARTNER

PLACE : MUMBAI MEMBERSHIP NO. 38615
DATED: 7 July 2023 UDIN: 23038615BGVNRD3335
55
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

(The Annexure referred to in para 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of
even date to the Members of WANBURY LIMITED on the standalone financial statements for the year ended 31 March 2023.
1. a. A. The Company has maintained proper records showing full particulars, including quantitative details and situation
of Property, Plant and Equipment (“PPE”).
B. The Company has maintained proper records showing full particulars of intangible assets.
b. As informed to us by the management, the Company has a policy of physically verifying Property, Plant and Equipment
in a phased manner over a period which, in our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. We are informed that there were no material discrepancies noticed on such verification and
the same has been properly dealt with in the books of account.
c. According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the title deeds of immovable properties (other than immovable properties where the Company is the
lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial
statements are held in the name of the Company as at the balance sheet date, except for the following which are not
held in the name of the Company.
Description of Gross carrying Held in name Whether promoter, Period Reason for not being held in
property value of director or their held name of Company
(Rs. in Lakhs) relative or employee (Since)
Property, Plant and Equipment
Factory Building 111.80 Pharmaceutical No 2007 This property was acquired
- Tarapur Products of pursuant to a scheme of
India Limited amalgamation and continued
(PPIL) to be registered in the name of
amalgamating company.
Factory Building 14.68 PPIL No 2007 This property was acquired
- Turbhe pursuant to a scheme of
amalgamation and continued
to be registered in the name of
Right Of Use Asset
Leasehold Land 8.79 PPIL No 2007 This property was acquired
– Tarapur pursuant to a scheme of
Leasehold Land 446.62 PPIL No 2007 This property was acquired
– Tarapur pursuant to a scheme of
Non Current Asset held for Sale
Office Premises 196.54 PPIL No 2007 This property was acquired
– Andheri pursuant to a scheme of
d. During the year, the Company has not revalued its land by registered valuer.
e. According to information and explanations given to us and on the basis of our examination of the records of the
Company, there are no proceedings initiated or pending against the Company for holding any benami property under
the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
2. a. The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the
management during the year. For stocks lying with third parties at the year-end, written confirmations have been
obtained. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed
by management were appropriate. No material discrepancies were noticed on verification between the physical
stocks and the book records that were more than 10% in the aggregate of each class of inventory.
56
b. According to the information and explanations given to us and on the basis of our examination of the records of
the Company and as disclosed in note 66 of Standalone Financial Statements, the Company has been sanctioned
working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of
security of current assets of the Company. We have observed differences in the quarterly returns or statements filed
by the Company with such banks or financial institutions as compared to the books of account maintained by the
Company. However, we have not carried out a specific audit of such statements. The details of such differences are
given in note 66 of the standalone financial statements of the Company.
3. According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other
parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, clause 3(iii) of the
order is not applicable.
4. There are no loans and security in respect of which provisions of sections 185 and 186 of the Companies Act, 2013 are
applicable. Further, investments made and guarantees provided in respect of which provisions of sections 185 and 186 of
the Companies Act, 2013 are applicable have been complied with by the Company.
5. The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be
deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent
applicable. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the
Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013 in relation to
products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and
maintained. We have not, made a detailed examination of the records with a view to determine whether they are accurate
and complete.
7. a. According to information and explanations given to us and records of the Company examined by us on a test check
basis, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees State Insurance, Income Tax, Goods and Service Tax, Custom Duty, Cess and other material statutory
dues with the appropriate authorities except few cases of delays. On the basis of the audit procedures followed, test
checks of the transaction and the representation from the Management, there are no undisputed amounts payable
in respect of aforesaid material statutory dues as at 31 March 2023, which were in arrears for a period of more than
six months from the date they became payable except statutory dues of erstwhile PPIL referred to in Note 46a of the
standalone financial statements.
b. According to information and explanations given to us and on the basis of our examination of the documents and
records of the Company, there are no dues of Income Tax, Goods and Service Tax, Customs Duty, and Cess as at 31
March 2023 which have not been deposited on account of a dispute, except as enumerated herein below which are
pending before respective authorities as mentioned there against:
Name of the Nature of the Amount Period to which Forum where dispute
Statute Dues Rs. in Lakhs* amounts relate is Pending
The Sales 42.95 FY 1997-98 to Andhra Pradesh
Central Tax/Interest / FY 2004-05 High Court
Sales Tax Penalty 2,972.28 FY 1992-93 Bombay High Court
Act, 1956 FY 1994-95
FY 1996-97
FY 1997-98
&
FY 2000-01 to
FY 2004-05
Service Tax under Service Tax/ 102.61 FY 2005-06 to Central, Excise and Service Tax
Finance Act, 1994 Interest/ Penalty FY 2010-12 Appellate Tribunal, Mumbai
*Net of amounts paid under protest or otherwise. Amount as per demand order including interest and penalty wherever quantified.
8. According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books
of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
57
9. a. Based on our audit procedures, information and explanations given to us, there is no delay in respect of repayment
of loans or other borrowings or in the payment of interest thereon to any lender, except for the following defaults :
Nature Of borrowing Name of lender Amount not paid Whether No. of days delay or unpaid
including Debt on due date principal or
Securities (Rs in Lakhs.) interest
Liability against State Bank of India, 107.80 Interest 1 to 1,432 Days
Corporate Gurantee London
Foreign Currency FCCB Holders 372.04 Principal 3,994 Days
convertible bonds
Foreign Currency FCCB Holders 124.76 Interest 1 to 4,293 Days
convertible bonds
Non-Convertible NCD Holders 69.67 Principal 5,083 Days
Debentures Refer Note 27.1 and 46a
of standalone the financial
statements
Non-Convertible NCD Holders 63.37 Principal 4,718 Days
Debentures Refer Note 27.1 and 46a
statements
Optionally Fully OFCD Holders 194.12 Principal 4,719 Days
Convertible Debentures Refer Note 27.2 and 46a
statements
Optionally Fully OFCD Holders 194.56 Principal 4354 Days
Convertible Debentures Refer Note 27.2 and 46a
statements
Term Loans taken Bank of India, 68.02 Principal Unpaid from respective due
by erstwhile PPIL Union Bank of India, dates. Refer Note 27.3, 27.4
from banks / financial Union Trust Investment and 46a of the standalone
institutions Bank, Industrial financial statements
Investment Bank of India
b. According to the information and explanations given to us and on the basis of our audit procedures and as disclosed
in Note 64 of the standalone financial statement, the Company has not been declared wilful defaulter by any bank or
financial institution or government or any government authority.
c. According to the information and explanations given to us, the Company has not taken any term loan during the year
and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the
Order is not applicable.
d. According to the information and explanations given to us and on an overall examination of the financial statements
of the Company, funds raised on short term basis have, prima facie, not been used during the year for long-term
purposes by the Company.
e. According to information and explanations given to us and an overall examination of the standalone financial
statements of the Company, the Company has not taken any funds from any entity or person on account of or to
meet the obligation of its subsidiaries, associates or joint ventures as defined under the Act.
f. According to the information and explanations given to us and procedures performed by us, the Company has not
raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies
(as defined under the Act).
10. a. According to the information and explanations given to us, the Company has not raised any money by way of
initial public offer or further public offer (including debt instruments).Accordingly, clause 3(x)(a) of the Order is not
applicable.
b. According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year. Accordingly, clause 3(x) (b) of the Order is not applicable.
58
11. a. Based on the examination of the books and records of the Company and according to the information and explanations
given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
b. According to the information and explanation given to us, no report under section 143(12) of the Companies Act has
been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government, during the year.
c. As represented to us by the management, there are no whistle blower complaints received by the Company during
the year.
12. In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company.
Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
13. In our opinion and according to the information and explanations given to us, the transactions with related parties are
in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related
party transactions have been disclosed in the standalone financial statements as required by the applicable accounting
standards.
14. a. In our opinion and according to the information and explanations given to us, the Company has an internal audit
system commensurate with the size and nature of its business.
b. We have considered the internal audit reports of the Company issued till date for the period under audit.
15. In our opinion and according to the information and explanation given to us, the Company has not entered into any non-
cash transactions with directors or persons connected with directors and hence provisions of section 192 of the Companies
Act, 2013 are not applicable to the Company. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
16. a. In our opinion and according to the information and explanation given to us, the Company is not required to be
registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi)(a) of the Order
is not applicable to the Company.
b. On the basis of examination of records and according to the information and explanation given to us by the Company,
the Company has not conducted any Non Banking Financial or Housing Finance activities Accordingly, paragraph
3(xvi)(b) of the Order is not applicable to the Company.
c. In our opinion and according to the information and explanation given to us, the Company is not a Core Investment
Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, paragraph 3(xvi)(c) of
the Order is not applicable to the Company.
d. The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank)
Directions, 2016 as amended). Accordingly, paragraph 3(xvi)(d) of the Order is not applicable to the Company.
17. According to the information and explanation given to us, the Company has not incurred cash losses during the current and
in immediately preceding financial year.
18. There has been no resignation of the statutory auditors of the Company during the year and Accordingly, paragraph 3(xviii)
of the Order is not applicable to the Company.
19. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected
dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, indicate that material uncertainty exists that may cast a significant doubt on the Company’s
ability to continue as a going concern. We further state that our reporting is based on the facts up to the date of the audit
report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from
the balance sheet date, will get discharged by the Company as and when they fall due.
20. As per the information and explanations given to us and on basis of books and records examined by us, the Company
has average net losses during the immediately preceding three financial years hence the conditions and requirements of
section 135 of the Act is not applicable to the Company. Accordingly, paragraph 3(xx) (a) and (xx) (b) of the Order are not
applicable.

PLACE : MUMBAI MEMBERSHIP NO. 38615
59
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(The Annexure referred to in para 2 (f) under the heading “Report on Other Legal and Regulatory Requirements” of our report of
even date to the Members of WANBURY LIMITED on the Standalone financial statements for the year ended 31 March 2023.)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls with reference to financial statements of WANBURY LIMITED (“the Company”)
as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control with reference to financial statements criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of
adequate internal financial controls with reference to financial statements that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation and
presentation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the ICAI and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls. Those Standards and the above mentioned Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to financial statements was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
60
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls
with reference to financial statements were operating effectively as at 31 March 2023 based on the internal control with reference
to financial statements criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.


Mumbai, MEMBERSHIP NO. 38615
61
STANDALONE BALANCE SHEET AS AT 31 MARCH 2023

(` in Lakhs)
PARTICULARS Note No. As at As at
31/03/2023 31/03/2022
A ASSETS
Non-current Assets
(a) Property, Plant and Equipment 8 15,150.02 14,871.08
(b) Capital work-in-progress 8 160.58 234.68
(c) Other Intangible assets 8 8.85 10.13
(d) Right of use assets 8 1,551.95 1,830.19
(e) Financial Assets
(i) Investments 9 1.44 0.93
(ii) Other financial assets 10 421.15 376.11
(f) Deferred tax assets (net) 11 550.00 563.19
(g) Other non-current assets 12 130.50 48.11
17,974.49 17,934.42
Current Assets
(a) Inventories 13 2,198.74 4,972.91
(b) Financial Assets
(i) Trade receivables 14 6,798.02 6,279.92
(ii) Cash and cash equivalents 15 145.56 2,248.75
(iii) Bank balances other than (ii) above 16 243.75 278.64
(iv) Other financial assets 17 87.25 114.75
(c) Other current assets 18 2,580.19 3,074.09
12,053.51 16,969.06
Non-Current Assets classified as held for sale 46b 196.54 196.54
12,250.05 17,165.60
Total Assets 30,224.54 35,100.02
B EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 19 3,270.55 3,266.55
(b) Other Equity 20 (3,996.46) (3,047.78)
(725.91) 218.77
Liabilities
Non-current Liabilities
(a) Financial Liabilities
Borrowings 21 - -
Lease Liabilities 22 237.67 413.04
(b) Provisions 23 1,393.47 1,206.58
1,631.14 1,619.62
Current Liabilities
(i) Borrowings 24 6,413.79 6,702.34
(ii) Trade payables 25
a) Total outstanding dues of Micro enterprises and Small enterprises 31.45 8.33
b) Total outstanding dues of creditors other than Micro enterprises and 14,764.29 17,898.98
Small enterprises
(iii) Lease Liabilities 26 175.36 244.91
(iv) Other financial liabilities 27 5,384.78 4,844.54
(b) Other current liabilities 28 2,130.58 3,097.01
(c) Provisions 29 267.80 296.90
(d) Current Tax Liabilities (Net) 30 151.26 168.63
29,319.31 33,261.63
Total Equity and Liabilities 30,224.54 35,100.02
Significant Accounting Policies 6
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date For and on behalf of the Board
For M/s. V. Parekh & Associates.
Chartered Accountants
Firm Reg.no.: 107488W K.Chandran Pallavi Shedge
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Membership no. 038615 Jitendra J. Gandhi Vinod Verma
Company Secretary Chief Financial Officer
Mumbai, 7 July 2023
62
STANDLONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2023
(` in Lakhs)
PARTICULARS Note No. For the year ended For the year ended
31 March 2023 31 March 2022
Income :
Revenue from operations 31 49,964.69 51,118.57
Other Income 32 91.32 150.79
Total Income 50,056.01 51,269.36
EXPENSES
(a) Cost of materials consumed 33 25,748.13 30,493.43
(b) Purchases of Stock-in-trade 1,597.78 2,014.02
(c) Changes in inventories of finished goods,stock-in-trade and work-in- 34 2,913.04 (2,478.63)
progress
(d) Employee benefits expense 35 8,100.18 7,480.98
(e) Finance costs 36 2,139.36 2,061.08
(f) Depreciation and amortisation expense 37 1,238.45 1,144.97
(g) Other expenses 38 9,288.37 10,077.49
Total Expenses 51,025.31 50,793.35
Profit/(Loss) before exceptional items and tax (969.30) 476.01
Exceptional item (net) 43 (59.38) 7,636.76
Profit/(Loss) before tax (1,028.68) 8,112.77
Tax Expense 52
- Current tax (net) - -
- Deferred tax (net) 10.90 (34.62)
Total tax expense 10.90 (34.62)
Profit/(Loss) for the year (1,039.58) 8,147.39
Other Comprehensive Income/(Loss)

(i) Items that will not be reclassified to profit or loss
- Acturial gain/ loss on defined benefit obligation 7.32 110.98
- Gain on revaluation of property plant & equipment - 35.96
(ii) Income tax effect on above (2.28) (34.62)
Other Comprehensive Income/(Loss) for the year, net of tax 5.04 112.32
Total comprehensive Income/(Loss) for the year (1,034.54) 8,259.71
There are no discontinued operations
Earnings per equity share ( Face value of ` 10/-) 39

(1) Basic- Before Exceptional Items (3.00) 1.59
(2) Basic- After Exceptional Items (3.18) 25.29
(3) Diluted- Before Exceptional Items (3.00) 1.58
(4) Diluted- After Exceptional Items (3.18) 25.21
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
63
STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2023
(` in Lakhs)
Particulars 31 March 2023 31 March 2022
A Cash flows from Operating Activities
Net Profit /(Loss) before Tax (1,028.68) 8,112.77
Adjustments for:
Depreciation and amortisation 1,238.45 1,144.98
(Profit)/Loss on sale/discard of Property, Plant & Equipments (Net) 6.12 63.05
Allowances/(Reversal) for doubtful debts (Net) (9.46) (236.46)
Allowances/(Reversal) for Doubtful Loans & advances (Net) 1.00 (121.52)
Amounts written off - 387.20
Finance Cost 2,139.36 2,061.08
Unrealised Exchange (Gain)/ Loss (Net) 256.23 (2.33)
Fair value (gain)/loss on financial asset measured at fair value (0.52) 0.40
Share based payment expenses 85.84 71.10
Interest Income (41.57) (66.94)
Excpetional Items (Net) 59.38 (7,636.76)
Amount Written Back (34.13) (32.06)
Operating Profit/(Loss) before Working Capital Changes 2,672.02 3,744.51
Changes in Working Capital:
Decrease/(Increase) in Trade Receivable (531.92) (2,809.89)
Decrease/(Increase) in Non Current Financial Assets-Loans (30.02) (27.48)
Decrease/(Increase) in Other Non Current Assets - 9.51
Decrease/(Increase) in Other current financial assets 30.66 (50.58)
Decrease/(Increase) in Other Current Assets 492.90 (665.07)
Decrease/(Increase) in Inventories 2,774.17 (2,487.63)
Increase/(Decrease) in Other Current-Financial Liabilities (369.85) (585.09)
Increase/(Decrease) in Other Current Liabilities (542.18) 1,307.27
Increase/(Decrease) in Non Current Provisions 194.21 (57.46)
Increase/(Decrease) in Current Provisions (29.10) 21.69
Increase/(Decrease) in Trade Payables (2,663.81) 5,668.90
Cash Generated from (Used in) Operations 1,997.08 4,068.68
Direct Taxes Paid (Net of Refunds/Prior Years Adjustments) (17.36) (16.37)
Net Cash Generated from (Used in) Operating Activities 1,979.72 4,052.31
B Cash flows from Investing Activities
Capital Expenditure on Property, Plant & Equipment including Capital Advances (1,262.81) (965.77)
Proceeds from Sale of Property, Plant & Equipment 6.25 1,079.81
Interest Income Received 26.92 56.07
Bank Balance not considered as Cash and Cash Equivalents (Net) 32.87 (111.46)
Balance Proceeds on sale of Brands 313.00 -
Net Cash generated from (Used in) Investing Activities (883.77) 58.65
C Cash flows from Financing Activities
Interest and Other Finance Cost (1,654.48) (1,507.55)
Proceeds from issue of equity shares 4.00 4,966.25
Payment of Lease liability ( including Interest ) (299.76) (223.26)
Repayment of Borrowings (1,248.90) (6,093.89)
Net Cash generated from (Used in) Financing Activities (3,199.14) (2,858.46)
Net Increase (Decrease) in Cash & Cash Equivalents (2,103.19) 1,252.50
Cash and Cash equivalents as at the beginning of the Year 2,248.75 996.25
Cash and Cash Equivalents as at the end of the Year (Refer note 15) 145.56 2,248.75
Significant Accounting Policies (Refer Note 6)
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
64
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2023
A. Equity Share Capital
Current Year (` in Lakhs)
Particulars Balance as Changes in Equity Share Capital due Restated balance Changes in Equity Share Balance
at 1 April 2022 to Prior Period errors at the beginning of the year Capital during the year as at 31 March 2023
Authorised
5,00,00,000 (Pr. Yr 5,00,00,000 Equity Shares of Rs 5,000.00 - 5,000.00 - 5,000.00
10/- each) Equity Shares of ₹ 10/- each
5,000.00 - 5,000.00 - 5,000.00
Issued (Refer Note 19) 3,266.55 - 3,266.55 4.00 3,270.55
Subscribed and Paid-up (Refer Note 19) 3,266.55 - 3,266.55 4.00 3,270.55
Previous Year (` in Lakhs)

Particulars Balance as Changes in Equity Share Capital Restated balance Changes in Equity Share Balance as
at 1 April due to Prior Period errors at the beginning Capital during the year at 31 March
2021 of the year 2022
Authorised
5,00,00,000 (Pr. Yr 3,00,00,000 Equity Shares of Rs 5,000.00 - 5,000.00 - 5,000.00
10/- each) Equity Shares of ₹ 10/- each
5,000.00 5,000.00 - 5,000.00
65
B. Other Equity (` in Lakhs)
Particulars Other equity
Reserves and Surplus
Capital Securities Debenture General Employee Revaluation Total Other Equity
Retained
Reserve Premium Redemption Reserve Stock Option Surplus
Earnings
Account Reserve Outstanding
Balance as at 1 April 2021 683.41 6,007.59 412.25 1,323.52 33.93 - (24,027.75) (15,567.04)
Changes in accounting policy/prior period - - - - - - -
Restated balance as at 1 April 2021 683.41 6,007.59 412.25 1,323.52 33.93 - (24,027.75) (15,567.04)
Profit/(Loss) for the year 8,147.39 8,147.39
Other comprehensive income/(loss) (net of tax) 35.96 76.35 112.31
Total comprehensive income/(loss) 35.96 8,223.74 8,259.70
Shares alloted during the year 4,188.46 4,188.46
Share based payments of employees 71.10 71.10

ESOP exercised during the year 12.76 (12.76) -
Additional amortisation due to revaluation of
leasehold land (3.19) 3.19 -
Balance as at 31 March 2022 683.41 10,208.81 412.25 1,323.52 92.27 32.77 (15,800.81) (3,047.78)
Changes in accounting policy/prior period - - - - - - -
Restated balance as at 1 April 2022 683.41 10,208.81 412.25 1,323.52 92.27 32.77 (15,800.81) (3,047.78)
Profit/(Loss) for the year (1,039.58) (1,039.58)
66
Other comprehensive income/(loss) (net of tax) - 5.04 5.04
Total comprehensive income/(loss) - (1,034.55) (1,034.54)
Shares alloted during the year -
Additional amortisation due to revaluation of
leasehold land (21.04) 21.04 -
Balance as at 31 March 2023 683.41 10,223.82 412.25 1,323.52 163.11 11.73 (16,814.31) (3,996.46)
Nature of each reserve and surplus

Capital Reserve:-This Reserve repesents the difference between value of the net assets transferred to the Company in the
course of business combinations and the consideration paid for such combinations earlier.
Securities Premium Account:- This Reserve represents the premium on issue of shares and can be utilized in accordance with
the provisions of the Companies Act, 2013.
Debenture Redemption Reserve:- This reserve is created out of the retained earnings for the amount of debentures to be
redeemed, as per the provisions of Companies Act, 2013.
General reserve:- This Reserve is created by an appropriation from one component of equity to another, not being an item of
other comprehensive income.
Employee Stock Option Outstanding:-This Reserve relates to stock options granted by the Company to employees. This
Reserve is transferred to securities premium or retained earnings on exercise or cancellation of vested options.
Retained earnings:- This is net surplus or deficit in the statement of profit and loss.
Revaluation Surplus:- This reserve represents surplus on revaluation of Freehold & Leashold land. Amount equivalent
to additional amortisation due to revaluation of leasehold land is transferred to retained earnings
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
67
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
1. CORPORATE INFORMATION:
Wanbury Limited (“the Company”) is a public limited company incorporated and domiciled in India.
Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Registered office of the Company is
located at BSEL Tech Park, B-Wing, 10th Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai – 400 703.
The Company is engaged in the business of pharmaceutical and related activities, including research. The financial
statements of the Company for the year ended 31 March 2023 are approved for issue by the Company’s Board of Directors
on 7 July 2023.
2. BASIS OF PREPARATION
These financial statements are prepared in accordance with Indian Accounting Standard (‘Ind AS’), under the historical cost
convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions
of the Companies Act, 2013 (‘the Act’) (to the extent notified) and guidelines issued by the Securities and Exchange
Board of India (‘SEBI’). The Ind AS are prescribed under section 133 of the Act read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.
3. FUNCTIONAL AND PRESENTATION CURRENCY
The financial statements are presented in Indian Rupees (‘INR’ or ‘Rupees’ or ‘Rs.’ or ‘₹’) which is the functional currency
for the Company.
4. ROUNDING OFF OF AMOUNTS
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lakh.
5. CURRENT VERSUS NON-CURRENT CLASSIFICATION
The assets and liabilities in the balance sheet are presented based on current/non-current classification.
An asset is a current asset when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle, or
• Held primarily for the purpose of trading, or
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current assets.
A liability is a current liability when it is:
• Expected to be settled in normal operating cycle, or
• Due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are treated as non-current liabilities.
Deferred tax assets and liabilities are classified as non- current assets and liabilities respectively.
Operating Cycle:
Based on the nature of products / activities of the Company and the normal time between acquisition of the assets
and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for
the purpose of classification of its assets and liabilities as current and non-current.
6. SIGNIFICANT ACCOUNTING POLICIES:
a. Property, plant and equipment:
All items of Property, plant and equipment other than freehold land are carried at cost less accumulated depreciation
and accumulated impairment loss, if any. Freehold land is stated at revalued amount.
Revaluation of Land is made with sufficient regularity to ensure that the carrying amount does not differ materially
from that which would be determined using fair value at the balance sheet date. When the fair value differs materially
from its carrying amount, the carrying amount is adjusted to the revalued amount. The fair value is determined based
68
on appraisal undertaken by a professionally qualified valuer.
Cost includes cost of acquisition, installation or construction, other direct expenses incurred to bring the assets to its
working condition and finance costs incurred up to the date the asset is ready for its intended use and excludes GST
eligible for credit/setoff, wherever applicable.
When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates
them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is
recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.
All other repair and maintenance costs are recognised in the statement of profit or loss as incurred.
Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising
of direct costs, related incidental expenses and attributable interest.
All identifiable Revenue expenses including interest incurred in respect of various projects/expansion, net of income
earned during the project development stage prior to its intended use, are considered pre-operative expenses and
disclosed under Capital Work-in-Progress.
Capital expenditure on tangible assets for research and development is classified under property, plant and equipment
and is depreciated on the same basis as other property, plant and equipment.
Property, plant and equipment are derecognised either on disposal or when retires from active use. Losses arising
in the case of the retirement of property, plant and equipment and gains or losses arising from disposal of property,
plant and equipment are recognised in the statement of profit and loss in the year of occurrence.
Depreciation & Amortisation:
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value. Depreciation on the property, plant and equipment is provided based on straight line method, over
the useful life of the assets as specified in Schedule II to the Companies Act, 2013. Property, plant and equipment
which are added / disposed off during the year, depreciation is provided on pro-rata basis. Right-of-use assets are
depreciated from the commencement date/Revaluation date on a straight-line basis over the shorter of the lease term
and balance useful life of the underlying asset. Buildings constructed on leasehold land are depreciated based on the
useful life specified in Schedule II to the Companies Act, 2013, where the lease period of the land is beyond the life
of the building. In other cases, building constructed on leasehold lands are amortised over the primary lease period
of the lands.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.Advances given towards acquisition of Property, plant and equipment
outstanding at Balancesheet date are disclosed as Capital Advances under “Non Current Assets - Others”.
b. Intangible Assets:
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
assets will flow to the Company and the cost of the assets can be measured reliably.
Intangible assets are stated at cost of acquisition less accumulated amortisation and impairment loss, if any.
Internally generated intangibles, excluding development costs as defined in Ind AS, are not capitalised and the
related expenditure is reflected in statement of profit and loss in the period in which the expenditure is incurred.
Software is amortised over their estimated useful life on straight line basis from the date they are available for
intended use or the period of the license as applicable, subject to impairment test.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at
least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates.
Gains or losses arising from derecognition of an intangible assets are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when
the assets is derecognised.
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Research and Development:
Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of
products are also charged to the Statement of Profit and Loss in the year it is incurred, unless a product’s technological
feasibility has been established, in which case such expenditure is capitalized. These costs are charged to the
respective heads in the Statement of Profit and Loss in the year it is incurred. The amount capitalized comprises of
expenditure that can be directly attributed or allocated on a reasonable and consistent basis for creating, producing
and making the asset ready for its intended use. Property, plant and equipment and Other Intangible Assets utilized
for research and development are capitalized and depreciated/ amortised in accordance with the policies stated for
Property, plant and equipment and Other Intangible Assets.
c. Non-Current assets held for sale:
The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally
through a sale rather than through continuing use and a sale is considered highly probable. Non-current assets as
held for sale are measured at the lower of their carrying amount and the fair value less costs to sell. These assets are
presented separately in balance sheet. Property, plant and equipment are not depreciatedonce classified as held for
sale.
d. Impairment of Non-Financial Assets:
The carrying amount of Non-Financial Assets (other than inventories and deferred tax assets )/ Cash Generating
Units (‘CGU’) are reviewed at each Balance Sheet date if there is any indication of impairment based on internal /
external factors. An impairment loss is recognised in the Statement of Profit and Loss wherever the carrying amount
of a Non-Financial Assets /CGU exceeds its recoverable amount. The recoverable amount is greater of the asset’s
net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and risks specific to the assets. A previously recognised impairment loss is increased or reversed depending on the
changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that
would have prevailed by charging usual depreciation / amortization, if there was no impairment.
e. Financial Instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial Assets:
Classification:
The Company classifies financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income (‘FVTOCI’) or fair value through profit or loss (‘FVTPL’), on the basis of its business model for
managing the financial assets and the contractual cash flow characteristics of the financial asset.
Initial recognition and measurement:
All financial assets (not measured subsequently at fair value through profit or loss) are recognised initially at fair value
plus transaction costs that are attributable to the acquisition of the financial asset.
Subsequent measurement:
For the purpose of subsequent measurement, financial assets are classified in two broad categories:
• Financial assets at fair value (FVTPL/FVTOCI)
• Financial assets at amortised cost
When assets are measured at fair value, gains and losses are either recognised in the statement of profit and loss
(i.e. fair value through profit or loss- FVTPL), or recognised in other comprehensive income (i.e. fairvalue through
other comprehensive income -FVTOCI).
Financial Assets measured at amortised cost (net of write down for impairment, if any):
Financial assets are measured at amortised cost when asset is held within a business model, whose objective is
to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates
to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured
at amortised cost using the effective interest rate (EIR) method less impairment, if any. The losses arising from
impairment are recognised in the statement of profit and loss.
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Financial assets measured at Fair value through other comprehensive income (‘FVTOCI’):
Financial assets under this category are measured initially as well as at each reporting date at fair value, when asset
is held within a business model, whose objective is to hold assets for both collecting contractual cash flows and
selling financial assets Fair value movements are recognised in the other comprehensive income.
Financial assets measured at fair value through profit or loss (‘FVTPL’):
Financial assets under this category are measured initially as well as at each reporting date at fair value with all
changes recognised in profit or loss. Financial assets that do not meet the amortised cost criteria or FVTOCI criteria
are measured at FVTPL.
Investment in Subsidiary:
Investment in equity instruments of subsidiaries are measured at cost as per IndAS 27. In the financial statements,
investments in subsidiary companies are carried at cost. The carrying amount is reduced to recognise any impairment
in the value of investment.
Derecognition of Financial Assets:
A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired or the
Company has transferred its rights to receive cash flows from the asset.
Impairment of Financial Assets (Other than at Fair Value):
In accordance with Ind AS 109, The Company applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on financial assets measured at amortised cost and FVTOCI debt instrument.
The company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which
do not contain a significant financing component.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
Financial Liabilities:
Classification:
The Company classifies all financial liabilities as subsequently measured at amortised cost or FVTPL.
All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables, net of
directly attributable transaction costs.
Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative
financial instruments.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Interest bearing Loans and borrowings
are subsequently measured at amortised cost using the Effective Interest Rate (‘EIR’) method. Gains and Losses
are recognised in profit or loss when the liabilities are derecognised as well as through EIR amortization process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit & Loss.
Derecognition of Financial Liabilities:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the Statement of Profit and Loss.
Derivative Financial Instrument:
Company uses derivative financial instruments, such as forward currency contracts to mitigate its foreign currency
risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative. Any changes therein are
generally recognised in the statement of profit and loss.
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f. Inventories:
Raw materials and packing materials are valued at lower of cost and net realizable value, cost of which includes duties and
taxes - net of set-offable GST/Custom Duty wherever applicable. Finished products including traded goods and work-in-
progress are valued at lower of cost and net realizable value. Cost is arrived on moving average basis.
The cost of inventories have been computed to include all cost of purchases, cost of conversion, standard overheads and
other related cost incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling expenses necessary to make the sale.
Slow and non-moving material, products nearing expiry, obsolesces defective inventory are fully provided for and valued
at net realizable value.
Goods and materials in transit are valued at actual cost incurred up to the reporting date.
Materials and other items held for use in production of inventories are not written down, if the finished products in which
they will be used are expected to be sold at or above cost.
g. Trade Receivables :
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain
significant financing components, when they are recognised at fair value. The Company holds the trade receivables with
the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost, less loss
allowance.
h. Cash and Cash Equivalents :
Cash and Cash Equivalents comprise of cash on hand and cash at bank including fixed deposit/highly liquid investments
with original maturity period of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash
equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the
Company’s cash management
i. Cash Flow Statements :
Cash flows are reported using the indirect method, whereby net profit/(loss) before tax is adjusted for the effects of
transactions of a non-cash in nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flow from operating, investing and
financing activities of the Company is segregated.
j. Foreign Currency Transactions:
Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing on the date of the
transaction.
Monetary items, denominated in foreign currencies at the reporting date are re-measured at the exchange rate prevailing
on the reporting date. Non-monetary foreign currency items denominated in foreign currency are carried at cost and not
re-measured at the exchange rate prevailing as at reporting date.
Any income or expense on account of exchange difference either on settlement or on re-measurement is recognised in the
statement of profit and loss.
k. Revenue Recognition:
The Company derives revenue primarily from sale of manufactured goods and traded goods
The Company applied Indian Accounting Standard 115 (Ind AS 115) –‘Revenue from contracts with customers’ and
Revenue from the sale of goods is recognised – net of returns, discounts and rebates and taxes collected from customers–
if the following conditions are met:
• The significant risks and rewards of ownership of the goods have been transferred to the buyer.
• The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold.
• The amount of revenue can be measured reliably.
• It is probable that the economic benefits associated with the transaction will flow to the Company.
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• The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is recognised on satisfaction of performance obligation upon transfer of control of promised products to customers
in an amount that reflects the consideration the Company expects to receive in exchange for those products.
The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms with
customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or
services to the customer and payment by the customer exceeds one year. As a consequence, it does not adjust any of the
transaction prices for the time value of money.
A receivable is recognised when the goods are delivered as this is the point of time that the consideration is unconditional
because only the passage of time is required before the payment is done.
Dividend income is recognised when right to receive dividend is established. Interest income is recognised on time
proportion basis. Insurance and other claims are recognised as revenue on certainty of receipt on prudent basis.
Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there is
no uncertainty in receiving the same. Export benefit receivables are carried at net realisable value.
l. Employee Benefits :
(i) Short term employee benefits
All employee benefits payable wholly within twelve months from reporting date are classified as short term employee
benefits. Benefits such as salaries, wages, short-term compensated absences, performance incentives and the
expected cost of bonusex-gratiaetcare recognised during the period in which the employee renders related service.
(ii) Defined benefit plans
Gratuity plan
The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees.
The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or
termination of employment, of an amount based on the respective employee’s salary and the tenure of employment
with the Company.
Liabilities with regard to Gratuity Plan are determined by actuarial valuation, Performed by an independent actuary,
at each balance sheet date using the Projected Unit Credit Method.
The Company contributes all ascertained liabilities to the group gratuity scheme with Life Insurance Corporation of
India as permitted by laws of India.
The retirement benefit obligations recognised in the balance sheet represents the present value of the defined benefit
obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the
present value of available refunds and reductions in future contributions to the scheme. The Company recognises
the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Actuarial gains and losses
are recognised in full in the other comprehensive income for the period in which they occur. The effect of any plan
amendments are recognised in the statement of profit and loss.
Compensated absences
Company has a policy on compensated absences which are both accumulating and non-accumulating in nature.
The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.
Liability in respect of Compensated absences which are not expected to occur within twelve months after the end
of the period in which the employee renders the related services are recognised at the present value of the defined
benefit obligation at the balance sheet date.
Expense on non-accumulating compensated absences is recognised in the period in which the absences occur.
(iii) Defined contribution plans
Contributions to defined contribution plans are recognised as expense when employees have rendered services
entitling them to such benefits. The Company pays provident fund contributions to publicly administered provident
funds as per local regulations. The Company has no further payment obligations once the contributions have been
paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as
employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a
cash refund or a reduction in the future payments is available.
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m. Employees Stock Options Plans (“ESOPs”) :
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant
date. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting
period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in
equity. The increase in equity recognised in connection with share based payment transaction is presented as a separate
component in Equity under “Employee Stock Options Outstanding Reserve”. At the end of each reporting period, the
Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in the statement of profit or loss such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to the Employee Stock Options Outstanding Reserve. The Company
recognises compensation expense relating to share-based payments in net profit using fair-value in accordance with Ind
AS 102, Share-Based Payment.
n. Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually paid as per the terms agreed. Trade and other payables are
presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised
initially at their fair value and subsequently measured at amortised cost.
o. Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised
in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to
another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in
profit or loss as other gains/(losses).
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan
arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on
the reporting date, the entity does not classify the liability as current, if the lenders agree, after the reporting period and
before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
p. Borrowing Costs:
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that
an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.
q. Lease :
The Company lease assets primarily consists of office premises which are generally cancellable and leasehold land. The
Company assesses whether a contract contains a lease at inception of a contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short term leases) and leases of low value assets. For these short term and leases of low value assets, the Company
recognises the lease payments as an operating expense on a straightline basis over the term of the lease.
The right-of-use assets other than leasehold land are initially recognised at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease
plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses, if any. Leasehold land are stated at revalued amount. Right-of-use assets are
depreciated from the commencement date/Revaluation date on a straight-line basis over the shorter of the lease term
and balance useful life of the underlying asset. Right-of-use assets are evaluated for recoverability whenever events
or changes in circumstances indicate that their carrying amounts may not be recoverable.
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The lease liability is initially measured at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing
rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change
in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and the lease payments have
been classified as financing cash flows.
r. Government Grant
Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will be
received and the Company will comply with all the attached condition.
Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there is
no uncertainty in receiving the same.
s. Earnings Per Share
Basic earnings per equity share is computed by dividing the net profit/(loss) attributable to the equity holders of the
company by the weighted average number of equity shares outstanding during the period[including instruments which
are mandatorily convertible into equity shares of the Company (if any)]. Diluted earnings per equity share is computed by
dividing the net profit/(loss) attributable to the equity holders of the Company by the weighted average number of equity
shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares
that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares
are adjusted for the proceeds receivable had the equity shares been actually issued at fair value. Dilutive potential equity
shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity
shares are determined independently for each period presented.
t. Income Taxes :
Income tax expense comprises current and deferred income tax.
Current Tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment
to the tax payable or receivable in respect of prior periods. It is measured using tax rates and tax laws that have been
enacted by the balance sheet date.
Current tax assets and liabilities are offset only if, the Company;
• Has a legally enforceable right to set off the recognised amounts; and
• Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purpose.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable
that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the
recognised amounts and where it intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
Minimum Alternate Tax (‘MAT’) credit is recognised as deferred tax asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can
be carried forward for set-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each
Balance Sheet date and written down to the extent the aforesaid convincing evidence no longer exists.
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u. Provisions, contingent Liabilities, contingent assets and commitments :
Provision(legal and constructive) are recognised when the Company has a present obligation (legal or constructive)as
a result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect of
which a reliable estimate can be made. If effect of the time value of money is material, provisions are discounted using an
appropriate discount rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are
determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.
Contingent liabilities are disclosed in the Notes to the Standalone Financial Statements. Contingent liabilities are disclosed
for;
• A present obligation arising from past events, when it is not probable that an outflow of resources will be required to
settle the obligation;
• A present obligation arising from past events, when no reliable estimates is possible;
• A possible obligation arising from past events, unless the probability of outflow of resources is remote.
Contingent liabilities are not recognised but disclosed in the standalone financial statements. Contingent assets are neither
recognised nor disclosed in the financial statements.
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets and Non-
cancellable operating lease.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
v. Fair value measurement:
The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date in accordance
with Ind AS 113. Financial Statements have been prepared on the historical cost basis except for the following material
items in the statement of financial position;
• Derivative financial instruments, if any, are measured at fair value received from Bank.
• Employee Stock Option Plan (ESOP) at fair value as per Actuarial Valuation Report.
Fair value is the price that would be received to sell an asset or settle a liability in an ordinary transaction between market
participants at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, Company determines
whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
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w. Exceptional Items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further
understanding of the financial performance of the Company. These are material items of income or expense that have to
be shown separately due to the significance of their nature or amount.
x. Recent accounting pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On 31 March 2023, MCA amended the Companies
(Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules,
2023, applicable from 1 April 2023, as below:
Ind AS 1 – Presentation of Financial Statements
The amendments require companies to disclose their material accounting policies rather than their significant accounting
policies. Accounting policy information, together with other information, is material when it can reasonably be expected
to influence decisions of primary users of general-purpose financial statements. The Company does not expect this
amendment to have any significant impact in its financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition
of a change in accounting estimates has been replaced with a revised definition of accounting estimates. Under the
new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement
uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be
measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any
significant impact in its financial statements. The Company will evaluate these amendments to give effect as required by
law.
Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning
obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12
(recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and
deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.
7. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

The preparation of standalone Company’s financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements.
Actual results could differ from those estimates. Estimates and under lying assumptions are reviewed on an ongoing basis.
Any revision to accounting estimates is recognised prospectively in current and future periods.
a. Property, plant and equipment :
Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost
may be capitalized. Useful life of tangible assets is based on the life prescribed in Schedule II of the Companies Act,
2013. Assumptions also need to be made, when Company assesses, whether an asset may be capitalised and which
components of the cost of the asset may be capitalised.
b. Allowance for Inventories :
Management reviews the inventory age listing on a periodic basis. The review involves comparison of the carrying
value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an
allowance is required to be made in the financial statement for any obsolete and slow-moving items. Management
is satisfied that adequate allowance for obsolete and slow-moving inventories has been made in the Company’s
financial statements.
Management also reviews net realisable value for all its inventory and is satisfied that adequate allowance has been
made in the financial statements.
c. Intangible Assets :
Internal technical or user team assesses the remaining useful lives of Intangible assets. Management believes that
assigned useful lives are reasonable.
d. Recognition and measurement of defined benefit obligations :
The obligation arising from the defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The
discount rate is determined with reference to market yields at the end of the reporting period on the government
77
bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment
benefit obligations.
e. Recognition of deferred tax assets and income tax :
Deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference can be utilised. The management
assumes that taxable profits will be available while recognising deferred tax assets.
Management judgment is required for the calculation of provision for income taxes and deferred tax assets and
liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors
used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported
in the standalone financial statements.
f. Recognition and measurement of other provisions :
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow
of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of
resources at a future date may, therefore, vary from the figure included in other provisions.
g. Contingencies :
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/
claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.
h. Allowance for uncollected accounts receivable and advances :
Trade receivables do not carry any interest and are stated at values as reduced by appropriate allowances for
estimated irrecoverable amounts. Individual trade receivables are written off when management considers them not
collectible. Impairment is made on the expected credit losses, which are the present value of the cash shortfall over
the expected life of the financial assets.
The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates.
Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past
history, existing market condition as well as forward looking estimates at the end of each reporting period.
i. Insurance Claims :
Insurance claims are recognised when the Company has reasonable certainty of recovery.
j. Impairment Reviews :
Impairment exists when the carrying value of an non-financial asset or cash generating unit (‘CGU’) exceeds its
recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The
value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions
are required to be made in respect of highly uncertain matters, including management’s expectations of growth in
EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.
78
8.1 PROPERTY, PLANT & EQUIPMENTS

Current Year ( ` in Lakhs)
Gross Block Accumulated Depreciation/Amortisation Net Block
As at As at As at 31
Description Addition/ Deduction/ As at 31 for the Deduction/ As at 31
01 April 01 April March
Adjustment Adjustment March 2023 Period Adjustment March 2023
2022 2022 2023
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
A Property, Plant & Equipments
Free Hold Land 3,919.02 3,919.02 - - - 3,919.02
Factory Building 5,362.64 388.63 5,751.27 1,431.75 273.73 1,705.48 4,045.79
Plant & Machinery 9,742.96 697.25 14.45 10,425.76 3,194.39 555.25 2.08 3,747.56 6,678.20
Furniture & Fixtures 301.25 46.97 348.22 195.49 27.28 222.77 125.45
Vehicles 131.08 18.83 149.91 125.47 4.15 129.62 20.29
Office Equipments 182.35 12.91 2.42 192.84 145.41 11.10 2.42 154.09 38.75
Electrical Installations 101.31 28.87 130.18 65.36 8.43 73.79 56.39
Laboratory Equipments 619.21 31.61 650.82 351.33 62.53 413.86 236.96
Computers 127.07 20.80 147.87 106.62 12.46 119.08 28.80
79
Total 20,486.90 1,245.87 16.87 21,715.90 5,615.82 954.93 4.50 6,566.25 15,150.02
B Other Intangible Asset
Software 137.65 3.91 - 141.56 127.52 5.19 - 132.72 8.85
Total 137.65 3.91 - 141.56 127.52 5.19 - 132.72 8.85
C Capital Work In Progress (Refer - - - - - - - - 160.58
note 8.7)
Total (A+B+C) 20,624.55 1,249.78 16.87 21,857.47 5,743.34 960.12 4.50 6,698.96 15,319.45
8.2 Previous Year (` in Lakhs)
Description Gross Block Accumulated Depreciation/Amortisation Net Block
As at 01 Addition/ Deduction/ As at 31 As at 01 for the Deduction/ As at 31 As at 31 March
April 2021 Adjustment Adjustment March 2022 April 2021 Period Adjustment March 2022 2022
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
Free Hold Land 4,739.81 896.54 1,717.33* 3,919.02 - - - - 3,919.02
Factory Building 5,021.33 341.31 5,362.64 1,169.38 262.37 1,431.75 3,930.89
Plant & Machinery 9,355.05 443.98 56.07 9,742.96 2,672.10 542.55 20.26 3,194.39 6,548.57
Furniture & Fixtures 300.78 0.47 301.25 170.51 24.98 195.49 105.76
Vehicles 131.08 - 131.08 122.78 2.69 125.47 5.61
Office Equipments 151.58 30.77 182.35 130.16 15.25 145.41 36.94
Electrical Installations 101.31 - 101.31 57.40 7.96 65.36 35.95

Laboratory Equipments 600.64 18.57 619.21 290.51 60.82 351.33 267.88
Computers 114.98 12.09 127.07 93.11 13.51 106.62 20.45
Total 20,516.56 1,743.73 1,773.40 20,486.90 4,705.95 930.13 20.26 5,615.82 14,871.08
Software 137.65 - 137.65 114.90 12.63 - 127.52 10.13
80
Total 137.65 - - 137.65 114.90 12.63 - 127.52 10.13
C Capital Work In Progress - - - - - - 234.68
(Refer note 8.7)
Total (A+B+C) 20,654.21 1,743.73 1,773.40 20,624.55 4,820.85 942.75 20.26 5,743.34 15,115.89
* includes ₹ 787.33 Lakhs. Refer note 8.5
8.3 The title deeds of the immovable properties transferred pursuant to the Scheme of Merger are yet to be transferred in the name of the Company.
8.4 Right of use assets (` in Lakhs)

Description Gross Block Accumulated Depreciation Net Block
As at Addition/ Deduction/ As at As at for the Deduction/ As at As at
01 April 2022 Adjustment Adjustment 31 March 2023 01 April 2022 Period Adjustment 31 March 2023 31 March 2023
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
Lease Hold Land 1,244.61 - 1,244.61 22.07 21.80 - 43.87 1,200.74
Lease Hold Premises 826.18 - 826.18 218.52 256.45 474.97 351.21
Total 2,070.79 - - 2,070.79 240.59 278.25 - 518.84 1,551.95
Previous Year (` in Lakhs)


01 April 2021 Adjustment Adjustment 31 March 2022 01 April 2021 Period Adjustment 31 March 2022 31 March 2022
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
Lease Hold Land 421.31 823.29* - 1,244.61 12.62 9.45 - 22.07 1,222.53
Lease Hold Premises 522.12 304.06 - 826.18 25.75 192.77 218.52 607.66
Total 943.43 1,127.35 - 2,070.79 38.37 202.22 - 240.59 1,830.19
* Refer note 8.5
81
8.5 During the previous year ended 31 March 2022, the Company has revalued Land as per the valuation report by approved
valuer and Net surplus of ₹ 35.96 Lakhs has been credited to Revaluation Surplus.

Property Revaluation Amt
Freehold Land (787.33)
Leasehold Land 823.29
Net Revaluation Gain (` in lakhs) 35.96
8.6 Details of the title deeds of certain factory building and leasehold land which are not in the name of the Company
are as under.
As on 31 March 2023
Relevant line Description Gross Title deeds held in Whether title deed Property Reason for not
item in Balance of item of carrying the name of holder is promoter/ held since being held in
sheet property value director or relative/ the name of the
(₹ in employee of company
Lakhs) promoter/director
Property, Plant & Factory 111.80 The Pharmaceutical No 2007 by virtue of Merger
Equipments Building Products of India
Limited
Limited
Right of use Leasehold 8.79 The Pharmaceutical No 2007 by virtue of Merger
assets Land Products of India
Limited
Limited
Non-Current Office 196.54 The Pharmaceutical No 2007 by virtue of Merger
Assets classified Premises Products of India
as held for sale Limited
As on 31 March 2022
Relevant line Description Gross Title deeds held in Whether title deed Property Reason for not
item in Balance of item of carrying the name of holder is promoter/ held since being held in
sheet property value director or relative/ the name of the
(₹ in employee of company
Lakhs) promoter/director
Limited
Limited
Limited
Limited
Non-Current Office 196.54 The Pharmaceutical No 2007 by virtue of Merger
Assets classified Premises Products of India
as held for sale Limited
82
8.7 Capital Work in Progress
Ageing of Capital work-in-progress as on 31 March 2023 is as follows:

(₹ in Lakhs)
Particulars Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in
160.02 0.56 - - 160.58
progress*
160.02 0.56 - - 160.58
*Project execution plans are assessed on an annual basis and all the projects are executed as per rolling annual plan.

(₹ in Lakhs)
Particulars Amount in CWIP Total
for a period of
Projects in
234.68 - - - 234.68
progress*
234.68 - - - 234.68
83
31 March 2023 31 March 2022

₹ in Lakhs ₹ in Lakhs
9 Non Current Investments
9.1 Investment in Equity Instruments
(i) In Subsidiaries Companies - Unquoted (at cost/deemed cost)
Ningxia Wanbury Fine Chemicals
13,260 (Pr. Yr. 13,260) Share of USD 1 each fully paid up - -
Wanbury Holding B. V.
6,489 (Pr. Yr. 6,489) Ordinary Share of Euro 1,000 each fully paid up - -
(Pledged with Banks against loan given to the Cantabria Pharma S.L.)
Advance for Pending Allotment of ordinary shares - -
Wanbury Global FZE
5 (Pr. Yr. 5) Shares of AED 1,00,000 each fully paid up - -
Quasi Share Capital - -
(ii) In Others - Unquoted ( Fair Value through Profit & Loss)
The Saraswat Co-op. Bank Ltd.
706 (Pr. Yr. 706) Equity Share of ` 10 each fully paid up 0.07 0.07
The Shamrao Vithal Co-op. Bank Ltd.
Bravo Healthcare Limited
12,71,250 (Pr. Yr. 12,71,250) Equity Share of ` 10 each fully paid up
(iii) In Others - Quoted ( Fair Value through Profit & Loss) - -
Bank of India
1,800 (Pr. Yr. 1,800) Equity Share of ` 10 each fully paid up 1.34 0.83
1.44 0.93
Less: Provision for diminution in value of investments - -
9.2 Aggregate carrying value of quoted investments 1.34 0.83

9.3 Aggregate market value of quoted investments 1.34 0.83
9.4 Aggregate carrying value of unquoted investments 0.10 0.10
9.5 Aggregate amount of impairment in value of investments - -
9.6 Details of investments at cost which has been fully provided for diminution in
the value in the earlier years:
Ningxia Wanbury Fine Chemicals
13,260 (Pr. Yr. 13,260) Share of USD 1 each fully paid up 5.29 5.29
Wanbury Holding B. V.
6,489 (Pr. Yr. - 6,489) Ordinary Share of Euro 1,000 each fully paid up 3,849.02 3,849.02
Advance for Investment Pending Allotment 10,004.46 10,004.46
Wanbury Global FZE

5 (Pr. Yr. - 5) Shares of AED 1,00,000 each fully paid up 68.33 68.33
Quasi Share Capital 1,254.35 1,254.35

12,71,250 (Pr. Yr. - 12,71,250) Equity Share of ₹ 10 each fully paid up 53.40 53.40
84
31 March 2023 31 March 2022
10 Non Current Financial Assets - Others
(Unsecured, considered good, unless otherwise stated)
In Deposit Accounts with Banks (Under Lien)
-with original maturity of more than 12 months from balance sheet date 41.75 39.72
Interest Accrued on fixed deposit with Banks 7.25 4.74
Security Deposits 372.15 331.65
421.15 376.11
11 Deferred Tax Assets

MAT Credit Entitlement 550.00 563.19
550.00 563.19
12 Non Current Assets - Others

Capital Advances 130.50 48.11
130.50 48.11
13 Inventories
Raw Materials and Packing Materials 1,040.80 899.52
Work-in-Progress 553.07 751.61
Finished Goods (including in transit ` 95.05 Lakhs, Pr. Yr. ` 1,176.99 Lakhs) 164.08 2,631.25
Stock-in-Trade 419.48 666.81
Fuel 21.31 23.72
2,198.74 4,972.91
14 Trade Receivables
(Unsecured, considered good unless otherwise stated)
Trade receivables considered good 6,798.02 6,279.92
Trade receivables which have significant increase in credit risk 211.20 220.66
7,009.22 6,500.58
Less: Allowance for doubtful trade receivables 211.20 220.66
Total Trade Receivables 6,798.02 6,279.92
Break-up of Security details
(i) Trade receivables considered good - Secured - -
(ii) Trade receivables considered good - Unsecured 6,798.02 6,279.92
(iii) Trade receivables which have significant increase in credit risk 211.20 220.66
(iv) Trade receivables - Credit impaired - -
Total 7,009.22 6,500.58
85
Trade receivable ageing schedule for the year ended 31 March 2023
Outstanding for following periods from due
Particulars Total
date of payment
Less than 6 6 months - 1-2 2-3 More than
months 1 year years years 3 years
Undisputed Trade receivables –
6,782.30 - - 15.72 - 6,798.02
considered good
Undisputed Trade Receivables – which
0.58 12.16 198.46 211.20
have significant increase in credit risk
Undisputed Trade Receivables – credit
- - - - - -
impaired
Disputed Trade Receivables –
- - - - - -
considered good
Disputed Trade Receivables – which
- - - - - -
Disputed Trade Receivables – credit
- - - - - -
impaired
Total (a) 6,782.30 - 0.58 27.88 198.46 7,009.22
Allowance for doubtful trade
211.20
receivable
Total (b) - - - - - 211.20
Total [(a)-(b)] 6,798.02
Outstanding for following periods from due
Particulars Total
date of payment
Less than 6 6 months - 1-2 2-3 More than
Undisputed Trade receivables –
6,261.21 7.26 6.05 0.03 5.37 6,279.92
considered good
Undisputed Trade Receivables – which
0.51 0.07 36.35 27.43 156.30 220.66
Undisputed Trade Receivables – credit
- - - - - -
impaired
Disputed Trade Receivables –
- - - - - -
considered good
Disputed Trade Receivables – which
- - - - - -
Disputed Trade Receivables – credit
- - - - - -
impaired
Total (a) 6,261.72 7.33 42.40 27.46 161.67 6,500.58
Allowance for doubtful trade
220.66
receivable
Total (b) - - - - - 220.66
Total [(a)-(b)] 6,279.92
The carrying amounts of the trade receivables include receivables which are subject to factoring arrangement. Under this
arrangement, the company has transferred the relevant receivables to the “Factor” in exchange for cash and is prevented from
selling or pledging the reeceivables. However, the Company has retained late payment and credit risk. The Company therefore
continues to recognise the transferred assets in thier entirety in its balance sheet. The amount repayable under the factoring
agreement is presented as secured borrowing. The Company considers the held to collect business model to remain appropriate
for these receivables and hence continues measuring them at amortised cost.
The relevant carrying amount are as follows:

Total transferred receivables 782.22 347.12
Associated secured borrowings (Refer note 24) 671.48 286.37
86
15 Cash and Cash Equivalents 31 March 2023 31 March 2022

Balances with Banks:
- In Current Account 134.40 2,239.14
- In EEFC Account 5.31 4.90
Cash on Hand 5.85 4.71
145.56 2,248.75
16 Bank Balances other than Cash and Cash Equivalents
-with original maturity of more than 3 months and upto 12 months 157.04 265.26
-with original maturity of more than 12 months ( within 12 months from 86.71 0.37
Balance Sheet date )
In Deposit Accounts with Banks (Others)
-with original maturity of more than 3 months and upto 12 months - 13.01
243.75 278.64
17 Current Financial Assets - Others
Export Benefit Receivable 80.86 111.51
Net settlement gain receivable on Derivative Assets 1.47 -
87.25 114.75
18 Other Current Assets - Non Financial
Advance to Related Parties (Refer Note 57):
- Considered Good - -
- Considered Doubtful 7,291.07 7,291.07
7,291.07 7,291.07
Less: Allowance for Doubtful Advances to Related Parties 7,291.07 7,291.07
- -
Advance to Employees:
- Considered Good 59.44 35.85
- Considered Doubtful 171.65 170.65
231.09 206.50
Less: Allowance for Doubtful Advances to Employees 171.65 170.65
59.44 35.85
Advance to Suppliers other than Capital Advances
263.00 86.00
Less: Allowance for Doubtful Advances to Suppliers 56.90 56.90
206.10 29.11
Prepaid Expenses 211.13 196.95
Export Benefit Receivable - 128.06
Other receivables 200.00 100.00
Balance with Statutory/Government Authorities:

- VAT Receivable 49.62 49.62
- GST Receivable 1,854.90 2,534.50
2,580.19 3,074.09
87
31 March 2023 31 March 2022

19 Share Capital
Authorised
5,00,00,000 (Pr. Yr. 5,00,00,000 Equity Shares of ₹ 10/- each) Equity Shares 5,000.00 5,000.00
of ₹ 10/- each
5,000.00 5,000.00
Issued
3,27,05,498 (Pr. Yr. 3,26,65,498) Equity Shares of ₹ 10/- each fully paid up 3,270.55 3,266.55
Subscribed and Paid-Up

Total Share Capital 3,270.55 3,266.55
19.1 Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period:
Number ₹ in Lakhs Number ₹ in Lakhs
Shares outstanding at the 3,26,65,498 3,266.55 2,50,15,117 2,501.51
beginning of the year
Add: Prefential allotment of equity - - 76,15,381 761.54
shares during the year
Add: Equity Shares allotted during 40,000 4.00 35,000 3.50
the year against options exercised
under 'Employee Stock Options
Plan 2016'
Shares outstanding at the end 3,27,05,498 3,270.55 3,26,65,498 3,266.55
of the year
19.2 Terms/Rights attached to equity shares
The Company has only one class of equity shares with voting rights having a par value of ₹ 10 per share. The Company
declares & pays dividend in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the numbers of equity shares
held by the shareholders.
19.3 Outstanding Options to subscribe to equity shares
11,25,236 warrants of the face value of ₹ Nil have been allotted to the shareholders of Erstwhile PPIL as per the BIFR order.
The warrant holders have the right to subscribe to one equity share of ₹ 10/- each at the premium of ₹ 125/- per share which
is exercisable within five years from 27 June 2007,being the date of allotment of the warrants. Refer note 46a.
58,199 Zero Coupon Optionally Fully Convertible Debentures (OFCDs) of face value of ₹ 1,000/- each were allotted to the
lenders of erstwhile PPIL pursuant to the order dated 24 April 2007 of Hon’ble BIFR. OFCD were convertible between 1
November 2008 and 30 April 2012 into its equity shares at a price of ₹ 125/- and 67% of the three months average weekly
closing price prior to the date of exercise of such right. Refer note 46a.
19.4 Shares held by promoters as at 31 March 2023
Promoter name As at 31 March 2023 As at 31 March 2022
% of % of
% Change % Change
No. of holding No. of holding
during the during the
shares of total shares of total
year year
shares shares
Kingsbury Investments Inc 30,24,000 9.25 - 30,24,000 9.26 -
Expert Chemicals (India) Pvt. Ltd. 1,00,05,561 30.59 - 1,00,05,561 30.63 -
Total promoters shares outstanding 1,30,29,561 39.84 - 1,30,29,561 39.89 -
88
19.5 Details of equity shares held by each shareholders holding more than 5% equity shares
Name of Shareholder 31 March 2023 31 March 2022
No. of Shares % of holding of No. of Shares % of holding of
total shares total shares
Kingsbury Investments Inc 30,24,000 9.25 30,24,000 9.26
Expert Chemicals (India) Pvt. Ltd. 1,00,05,561 30.59 1,00,05,561 30.63
Elizabeth Mathew 18,46,153 5.64 18,46,153 5.65
As per records of the Company, including its register of shareholders/members and other declaration received from
shareholders/members regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
19.6 Equity Shares reserved for issuance:
31 March 2023 31 March 2022
Particulars No of Shares of No of Shares of
FV ₹ 10 FV ₹ 10
Employee Stock Options Plan 2016 of the Company 8,78,464 9,18,464
Convertible warrants (refer note 19.9) - 54,50,000
19.7 The Company has neither alloted any shares as fully paid up pursuant to contract without payment being received in cash
and by way of bonus shares nor bought back any shares during the period of five years preceding the date of this balance
sheet.
19.8 In the Extra-ordinary General Meeting of members held on 20 March 2021, the Company approved the issue and allotment
of 76,15,381 equity shares of `10 each on preferential basis to Non promoter group at issue price of ` 65 per share
(including premium of ` 55 per equity share ) for a consideration of ` 49,49,99,765/-. The same have been alloted on 22nd
April 2021.
19.9 During the previous year ended 31 March 2022, in accordance with SEBI regulations, with the approval of members by the
Special resolution in the Extra Ordinary General meeting held on 17 March 2022, the Board is entitled to issue and allot
54,50,000 convertible share warrants to promoter group company on preferntial basis at issue price of ₹ 105 per warrant.
25% of issue price to be received at the time of issue and allotment of warrants. 75% of issue price to be received at the
time of allotment of shares. Each warrant is convertible into 1 fully paid equity share of ₹ 10 each. Company has withdrawn
the aforesaid issue of convertible share warrants.
19.10The Company is not a subsidiary company.
31 March 2023 31 March 2022
20 Other Equity
Capital Reserves 683.41 683.41
Securities Premium Account 10,223.82 10,208.82
Debenture Redemption Reserve 412.25 412.25
General Reserve 1,323.52 1,323.52
Employee Stock Option Outstanding 163.11 92.27
Revaluation Reserve 11.73 32.77
Retained Earnings (16,814.31) (15,800.81)
Total other equity (3,996.46) (3,047.78)
21 Non-current Financial Liabilities - Borrowings
Term loans (Secured)

From Others (Rupee) - -
- -
89
21.1 Net debt reconciliation
This section sets out an analysis of debt and the movements in net debt for the current period:
(` in Lakhs)
Cash and cash equivalents 145.56 2,248.75
Current Borrowings (1,319.18) (1,320.63)
Current maturities of long term borrowings (5,094.61) (5,381.71)
Interest accrued (667.12) (237.10)
Unpaid dues (961.78) (739.88)
Other Current Financial Liability (3,413.49) (3,519.96)
Lease liabilities (413.04) (657.95)
Net Debt (11,723.66) (9,608.48)
(` in Lakhs)
Liability from
Cash and Cash
Particulars financing Total
equivalent
activities
Balance as on 1 April 2022 2,248.75 (11,857.23) (9,608.48)
Cash inflows/(outflows) (2,103.19) 1,248.90 (854.29)
Interest expense for the year - (2,084.51) (2,084.51)
Interest payment - 1,654.48 1,654.48
Revaluation of foreign currency borrowings - (225.92) (225.02)
Repayment of Lease liabilities - 244.91 244.91
Gain on extinguishment of loan liability (1,181.77) (1,182.68)
Repayment of liability against Corporate Guarantee - 331.92 331.92
Closing balance as on 31 March 2023 145.56 (11,869.23) (11,723.66)
(` in Lakhs)
Liability from
Cash and Cash
Particulars financing Total
equivalent
activities
Balance as on 1 April 2021 996.25 (25,283.92) (24,287.67)
Cash inflows/(outflows) 1,252.50 6,093.89 7,346.39
Revaluation of foreign currency borrowings - 8.00 8.00
Lease liabilities - (303.73) (303.73)
Repayment of Lease liabilities 159.76 159.76
Gain on extinguishment of loan liability 7,636.76 7,636.76
Repayment of liability against Corporate Guarantee 322.04 322.04
Closing balance as on 31 March 2022 2,248.75 (11,857.23) (9,608.48)
90
21.2 Nature of Security Term of Interest As at 31 As at 31
and Repayment March 2023 March 2022
Term loan EARC -Edelweiss : The payment 5,498.28 5,381.71
First pari passu charge on all the present and future fixed assets including is due for
few brands of the company. repayment by
Second pari passu charge on all the present and future current assets September 2023
of the company.
Pledge of unencumbered shareholding in the company held by Expert
Chemicals (I) Private Limited & Kingsbury Investment Inc. on pari passu
basis.
Pledge of 1271250 shares of Bravo Healthcare ltd. and pledge of 5 shares
of Wanbury Global FZE,Corporate Guarantee of Experts Chemicals,
Bravo Healthcare,Wanbury Global FZE and Kingsbury investments and
Personal Guarantee of Mr. K Chandran, director of the company.
Total Non-Current Borrowings 5,498.28 5,381.71
Less:- Current maturities of Long Term Borrowings (Refer Note 24) 5,094.61 5,381.71
Less: Interest accrued but not due (Refer Note 27) 403.67 -
Non- Current Borrowings (as per Balance Sheet) - -
31 March 2023 31 March 2022
22 Lease Liabilities Non Current
Lease Liabilities ( Refer Note 57) 237.67 413.04
237.67 413.04
23 Non-Current Provisions
Provision for employee benefits (Net) (Refer Note 55)
Provision for Gratuity 911.69 796.28
Provision for Leave Benefits 481.78 410.30
1,393.47 1,206.58
24 Current Financial Liabilities - Borrowings
(Secured unless otherwise stated)
Working Capital Loans repayable on demand (Refer Note 24.1)
From Banks (Rupee) 597.45 984.01
Factored Receivables (Refer Note 24.2 and 14)
From Others (Foreign Currency) 671.48 286.37
Loans repayable on demand (Unsecured) (Refer Note 46a)
From Others (Rupee) 20.31 20.31
Current maturities of:
Long Term Borrowings- Others (Secured) (Refer Note 21) 5,094.61 5,381.71
6,413.79 6,702.34
24.1 Above loans are secured by first pari-passu charge on current assets including few brands of the Company, second charge
on both present and future fixed assets of the company and Pledge of unencumbered shareholding in the company held
by Expert Chemicals (I) Private Limited & Kingsbury Investment Inc. and Pledge of 12,71,250 shares of Bravo Healthcare
ltd and pledge of 5 shares of Wanbury Global FZE on pari passu basis. Further there is Corporate Guarantee of Experts
Chemicals , Bravo Healthcare, Wanbury Global FZE and Kingsbury investments and Personal Guarantee of Mr. K
Chandran, Director of the company.
24.2 Factoring facilities are secured by subservient (residual) charge on all present and future receivables, book debts,
outstandings, monies receivables, claims and bills of the company, which are now due and or which may be due at anytime
of its approved debtors and subservient charge on all present and future fixed asset and current assets of the company.
25 Current Financial Liabilities - Trade Payables

Total outstanding dues of micro enterprise and small enterprise (Refer Note 51) 31.45 8.33
Total outstanding dues of creditors other than micro enterprise and small enterprise 14,764.29 17,898.98
14,795.74 17,907.31
91
Trade payables ageing schedule for the year ended 31 March 2023
Particulars Outstanding for following periods from due date of payment Total
Less than 1 More than 3
1-2 years 2-3 years
year years
(i) MSME 28.25 0.91 2.28 - 31.45
(ii) Others 14665.53 54.57 44.14 0.05 14,764.29
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
Total Trade payable 14,693.78 55.48 46.42 0.05 14,795.74
Less than 1 More than 3
1-2 years 2-3 years
year years
(i) MSME 5.14 0.91 2.28 - 8.33
(ii) Others 17,659.44 3.86 42.79 192.88 17,898.98
Refer Note 59 for Payables to Related Party
31 March 2023 31 March 2022
26 Lease Liabilities Current
Lease Liabilities ( Refer Note 57 ) 175.36 244.91
175.36 244.91
27 Current Financial Liabilities - Others
(Unsecured unless otherwise stated)
Interest accrued but not due on:
-Long Term Borrowings- Others (Secured) (Refer Note 21) 403.67 -
-Debentures (Secured) 30.89 30.89
Interest accrued and due on (Refer Note 27.5)
-Dues of FCCB Holders 124.76 117.48
-Liability against Corporate Guarantee (Refer Note 43) 107.80 88.73
Unpaid Dues of:
-FCCB Holders (Refer Note 27.5) 372.04 350.32
-Liability against Corporate Guarantee (Refer Note 27.5 & 43) - -
-Long Term Borrowings of erstwhile PPIL (Secured) (Refer Note 27.3 & 68.02 68.02
27.4)
-Matured Zero Coupon Non Convertible Redeemable Debentures 133.04 133.04
(NCD) (Secured) (Refer Note 27.1 & 27.4)
-Optionally Fully Convertible Debentures (OFCD) (Secured) (Refer Note 388.68 188.49
27.2 & 27.4)
Other Payables:
- Capital Creditors 19.94 24.69
- Others 15.95 15.41
(Includes Inland bills payable, stale cheques, dues of PPIL etc)
- Security Deposit 306.50 307.50
- Liability against Corporate Guarantees issued (Refer Note 43) 3,413.49 3,519.96
5,384.78 4,844.54
27.1 The NCD are to be secured by a pari passu charge on the fixed assets of erstwhile PPIL. The NCD comprises of
Part A of ₹ 60 and Part B of ₹ 40 which are redeemable at par at the end of two years and three years respectively
from 1 May 2007. The Company had redeemed Part A of ₹ 60 relating to 1,49,709 NCD’s in the earlier years. NCD’s
amounting to ₹ 69.67 Lakhs (Pr. Yr. ₹ 69.67 Lakhs) and ₹ 63.37 Lakhs (Pr. Yr. ₹ 63.37 Lakhs) was due for repayment
on 1 May 2009 and 1 May 2010 respectively. Refer Note 46a.
92
27.2 The OFCD are to be secured by a pari passu charge on the fixed assets of erstwhile PPIL. OFCD are convertible
between 01 November 2008 and 30 April 2012 into equity shares at a price being higher of ₹ 125/- and 67% of the
three months average weekly closing price prior to the date of exercise of such right amounting to ₹ 194.12 Lakhs
(Pr. Yr. ₹ 94.11 Lakhs) and ₹ 194.56 Lakhs (Pr. Yr. ₹ 94.38 Lakhs) was due for repayment on 30 April 2010 and 30
April 2011 respectively. Refer Note 46a.
27.3 Term loans of erstwhile PPIL amounting to ₹ 68.02 Lakhs (Pr. Yr. ₹ 68.02 Lakhs) are secured by a pari-passu first
charge on its fixed assets of erstwhile PPIL.
27.4 The said dues were payable as per Merger Cum Revival Scheme approved by the BIFR vide its order dated 24 April
2007. Refer Note 46a.
27.5 There is delay in repayment of
(i) amount payable to FCCB Holders aggregating to ₹ 372.04 Lakhs (Pr. Yr. ₹ 350.32 Lakhs) ranging from 1 to
3994 days (Pr. Yr. 1 to 3629 days).
(ii) interest on FCCB aggregating to ₹ 124.76 (Pr. Yr. ₹ 117.48 Lakhs) ranging from 1 to 4293 days (Pr. Yr. 1 to 3928
days).
(iii) Interest on Liability against Corporate guarantee to ₹ 107.80 Lakhs (Pr. Yr. ₹ 88.73 Lakhs) by 1 to 1432 days
(Pr. Yr. 1 to 1067 days)
31 March 2023 31 March 2022

28 Other Current Liabilities
Advance received from customers* 927.19 1,491.65
Statutory Dues Payable 393.05 399.85
Salary and other employee benefits payable 810.34 1,205.51
2,130.58 3,097.01
* Refer note 59 for advance received from related party
29 Current Provisions
Bonus Provision 118.36 130.52
267.80 296.90
30 Current Tax Liabilities (Net)

Provision for Income Tax (Net of Payment) (Refer Note 52) 151.26 168.63
151.26 168.63
31 Revenue From Operation

Sale of products:
- Finished Goods 43,499.42 44,321.88
- Traded Goods 6,318.09 6,401.67
Other Operating Revenue:

- Export Incentive 86.91 56.88
- Sale of Scrap 60.27 338.14
49,964.69 51,118.57
93
31 March 2023 31 March 2022

32 Other Income
Interest on Bank Deposits 18.48 49.90
Other Interest 23.09 17.03
Insurance Claim 2.69 9.82
Amounts written back 34.13 32.06
Gain on Measurement of Equity Instrument at Fair Value 0.52 -
Miscellaneous Income 12.41 41.98
91.32 150.79
33 Cost of Materials Consumed

Raw Materials & Packing Materials Consumed 25,748.13 30,493.43
34 Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade

Inventories at the beginning of the year
- Finished Goods 2,631.25 995.19
- Work-in-Progress 751.61 265.27
- Stock-in-Trade 666.81 310.58
(A) 4,049.67 1,571.04
Inventories at the end of the year
- Finished Goods 164.08 2,631.25
(B) 1,136.63 4,049.67
Changes in Inventories
- Finished Goods 2,467.17 (1,636.06)
- Work-in-Progress 198.54 (486.33)
- Stock-in-Trade 247.33 (356.23)
Total changes in Inventories of Finished Goods, Work-in-Progress (A-B) 2,913.04 (2,478.63)
and Stock-in-Trade
35 Employee Benefits Expense

Salaries, Wages, Bonus and Allowances 7,230.72 6,640.06
Contribution to Provident and Other Funds 546.41 558.27
Expense on Employee Stock Option Scheme 85.84 71.10
Staff Welfare Expenses 237.21 211.56
8,100.18 7,480.98
36 Finance Cost
Interest expense 2,139.36 2,061.08
2,139.36 2,061.08
37 Depreciation and amortization expense (Refer Note 8 )
Depreciation on property, plant and equipment 955.01 930.13
Depreciation on right-of-use assets 278.25 202.22
Amortisation on intangible assets 5.19 12.63
1,238.45 1,144.97
94
38 Other Expenses 31 March 2023 31 March 2022

Advertisement & Sales Promotional Expenses 509.02 674.65
Travelling & Conveyance 732.64 509.73
Power & Fuel 2,058.68 1,840.97
Allowances/(Reversal) for Doubtful Loans & advances(Net) 1.00 (121.52)
Allowances/(Reversal) for Doubtful Trade Receivables(Net) (9.46) (236.46)
Breakages & Expiry 117.17 324.28
Carriage Outward 1,217.48 1,974.27
Legal & Professional Charges 1,197.95 1,140.38
Commission On Sales 397.63 470.38
Consumption of Stores, Spares & Consumables 557.91 558.44
Rent 76.72 151.80
Exchange Difference (Net) 67.05 45.33
Loss on Measurement of Equity Instrument at Fair Value - 0.40
Repairs to Plant & Machineries 301.48 418.14
Repairs to Buildings 71.35 108.22
Repairs- Others 212.11 181.15
Rates & Taxes 97.89 40.75
Licence Fees 125.49 109.10
Insurance 126.37 105.97
Loss on sale/discard of Property, Plant & Equipments (Net) 6.12 63.05
Sales Tax & Service Tax 2.62 11.58
Miscellaneous Expenses 1,421.15 1,319.67
9,288.37 10,077.49
39. Earnings per Share (EPS):
The numerator and denominator used to calculate Basic and Diluted Earnings per Share:

Basic and Diluted Earnings Per Share:
Profit/ (loss) after tax & before exceptional items, attributable to (A) (980.21) 510.63
Equity Shareholders- for Basic EPS (₹ in Lakhs)
Add: Dilutive effect on profit (₹ in Lakhs) (B) - -
Profit/ (loss) after tax & before exceptional items, attributable to (C=A+B) (980.21) 510.63
Equity Shareholders- for Basic EPS (₹ in Lakhs)
Profit/ (loss) after tax & exceptional items , attributable to Equity (D) (1,039.58) 8,147.39
Shareholders- for Basic EPS (₹ in Lakhs)
Add: Dilutive effect on profit (₹ in Lakhs) (E) - -
Profit/ (loss) after tax & exceptional items , attributable to Equity (F=D+E) (1,039.58) 8,147.39
Weighted Average Number of Equity Shares outstanding-for Basic (G) 3,26,92,156 3,22,15,791
EPS
Add: Dilutive effect of Employee Stock Options* (H) - 96,845
-Number of Equity Shares
Weighted Average Number of Equity Shares for Diluted EPS (I=G+H) 3,26,92,156 3,23,12,636
Face Value per Equity Share (₹) 10 10
Basic Earnings/ (Loss) Per Share, before exceptional items (₹) (A/G) (3.00) 1.59
Diluted Earnings/ (Loss) Per Share, before exceptional items (₹) (C/I) (3.00) 1.58
Basic Earnings/ (Loss) Per Share, after exceptional items (₹) (D/G) (3.18) 25.29
Diluted Earnings/ (Loss) Per Share, after exceptional items (₹) (F/I) (3.18) 25.21
*During the year ended 31 March 2023, since there is loss, potential equity shares are not considered as dilutive and hence
Diluted EPS is same as Basic EPS.
95
40. Commitments:
a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances ₹
486.09 Lakhs (Pr. Yr. ₹ 113.54 Lakhs).
b) Other Commitments – Non Cancellable Operating Lease (Refer Note 57)
41. Contingent Liabilities: (₹ in Lakhs)

Sr. No. Particulars 31 March 2023 31 March 2022
a) Contract of take out undertaking executed in favour of bank/ 30,409.60 28,635.14
financial institution for loans given to step down subsidiary- (Euro 340.00 (Euro 340.00
Cantabaria Pharma SL. Lakhs) Lakhs)
Amount Payable at the year end for undertaking as above. 19,501.74 18,135.58
(Refer note 43) (Euro 218.04 Lakhs) (Euro 215.33 Lakhs)
b) Disputed demands by Sales Tax Authorities. 3,015.23 3,015.23
c) Disputed demands by Service Tax Authorities. 113.61 144.61
Amount paid under protest and shown as advance. 11.00 12.87
d) Disputed demands by Excise Authorities. - 20.03
e) Disputed demand by National Pharmaceutical Pricing Authority 190.58 190.58
(NPPA)
f) Claims against the Company not acknowledged as debts. 50,907.05 40,834.22
g) Custom Duty on import under Advance License Scheme, 3,025.57 2,389.43
pending fulfillment of Exports obligation.
The management considers the Service Tax, Excise Duty, Custom Duty, Sales Tax, GST etc demand received from the
authorities and demand received from NPPA are not tenable against the Company, and therefore no provision for these
contingencies has been made. Further, in respect of aforesaid matters, the Company does not expect to have any material
adverse effect on the Company’s financial conditions, results of operations or cash flows. Future cash flows in respect of
liability under clause (a) is dependent on terms agreed upon with the parties and in respect of liability under clause (b) to
(g) are dependent on decisions by relevant authorities of respective disputes.
Code of Social Security,2020
The new Code on Social Security, 2020 (Code) has been enacted, which could impact the contributions by the Company
towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and
the rules are yet to be framed. The Company will complete its evaluation and will give appropriate impact in its financial
statements in the period in which the Code becomes effective and the related rules are published.
42.
a.
Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V., a subsidiary
company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said
agreement, Exim Bank has exercised Put Option vide letter dated 8 November, 2011 and the Company is required
to pay USD 60 Lakhs (Pr. Yr. USD 60 Lakhs) equivalent to ₹ 4,930.20 Lakhs (Pr. Yr. ₹ 4,547.55 Lakhs) to acquire
aforesaid preference shares, against which the Company has made provision of approximately 20%.
The said dues are part of the CDR Scheme
Pursuant to Exim Bank letter dated 27 September 2021, the aforesaid liability has been settled under One Time
Settlement(OTS) at USD 12 Lakhs (Pr. Yr. USD 12 Lakhs) equivalent to ₹ 986.04 Lakhs (Pr. Yr. ₹ 909.51 Lakhs).
Further, vide letter dated 3 July 2023, Exim bank has approved extension of time for repayment upto 30 September
2023.
The company has been providing interest at the stipulated rate on the outstanding amount.
In respect of this matter Contingent Liability on cut off date is ₹ 4,230.20 Lakhs (Pr. Yr. ₹ 3,847.55 lakhs).
b. State Bank of India, London filed legal proceedings dated 28 February 2017, demanding repayment of Euro 38.23
Lakhs (Pr. Yr. Euro 38.23 Lakhs) equivalent to ₹ 3,419.39 Lakhs (Pr. Yr. ₹ 3,219.73 Lakhs) together with interest till
the date of repayment by the Company in terms of Guarantee & Loan agreement dated 27 September 2007 vide
which aforesaid credit facilities was granted to Cantabria Pharma S L, the step down subsidiary of the Company.
State Bank of India, London, vide compromise settlement letter dated 01 February 2018 approved the settlement of
their dues at 20% in respect of loan availed by Cantabria Pharma SL.
Further, vide letter dated 16 June 2023, State Bank of India, London, has approved extension of time for repayment
upto 31 December 2023
The Company has been providing interest at the stipulated rate on the outstanding amount.
96
43. The Company expects to settle Corporate Guarantee liability of Cantabria Pharma SL, the step down subsidiary of the
Company & Wanbury Holding B.V., a subsidiary company (Refer note 41(a) & 42), at approximately ₹ 3,413.49 Lakhs (Pr.
Yr. ₹ 3,519.96 Lakhs) excluding interest thereon if any, and the same is shown under “Current Financial Liabilities - Others”.
During the previous year ended 31 March 2022, considering the above OTS & Compromise Settlement letter from the
lenders, during the year, ₹ 1,011.74 lakhs has been recognised as gain on extinguishment of financial liability & shown the
same under exceptional items. (Refer Note 44)
44. Details of Exceptional items are as under: (` in lakhs)
Particulars 31 March 2023 Refer Note
Gain on receipt of balance consideration of brand sale during F.Y. 2019-20 313.00 #
Gain on extinguishment of financial liabilities
- Trade payables 385.13 25
- Other current financial liabilities- employee benefits payable 424.26 28
Loss due to increase in financial liability of
- EARCL (981.58) 47
- OFCD (200.19) 46
Total of exceptional item (59.38)
# Received Balance Purchase Consideration aggregating to Rs 313 Lakhs towards transfer of trademark, Copy rights,
Know how as per asset transfer agreement (ATA) dated 10 Oct 2019. Further, the same is shown as exceptional item in
the FS.
For year ended 31 March 2022 (` in lakhs)
Particulars Amount Refer Note
Gain on extingushment of financial liabilities
- EARCL 6,875.03 47
- Provision for Corporate Gurrantee 1,011.74 44
Loss due to increase in financial liability of NCD & OFCD (250.00) 46
Total of exceptional item 7,636.76
45. The Company has one segment of activity namely “Pharmaceutical”.
46. a. Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Company, pursuant to the Order
dated 24 April 2007, passed by Hon’ble Board for Industrial and Financial Reconstruction (BIFR).
The Hon’ble Supreme Court vide its order dated 16 May 2008, had set aside the above referred BIFR order and
remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special
Provisions) Act, 1985 (SICA), in response to a petition filed by one of the unsecured creditors of erstwhile PPIL.
The BIFR had directed IDBI Bank, which was appointed as an Operating Agency, to formulate new Draft Rehabilitation
Scheme (DRS) pursuant to the Order of Hon’ble Supreme Court of India dated 16 May 2008. In the meanwhile, the
Company had sought legal opinion and the Company was advised to maintain status quo ante with respect to the
merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR Order.
In view of the above, the Company had maintained a status quo in the past. However, all actions taken by the
Company pursuant to the sanctioned scheme were kept subject to and without prejudice to the order that may be
passed by the BIFR while considering the case afresh pursuant to the directions of the Hon’ble Supreme Court in its
order dated 16 May 2008.
As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax ₹ 250.36 Lakhs,
profession tax ₹ 6.06 Lakhs, custom duty ₹ 230 Lakhs, sales tax ₹ 8.50 Lakhs and excise duty ₹ 15.62 Lakhs were
required to be paid in six annual installments and remains payable at the period end.
Further, the Company had pursuant to the scheme, allotted Non Convertible Debentures (NCDs) of ₹ 242.50 Lakhs
and Optionally Fully Convertible Debentures (OFCDs) of ₹ 581.99 Lakhs, to some of the lenders of erstwhile PPIL,
out of which dues amounting to ₹ 152.67 Lakhs and ₹ 581.99 Lakhs in respect of NCDs and OFCDs respectively,
which remains payable till the year ended 31 March 2021.
During the previous year ended 31 March 2022, Company had Provided for Additional Liability of ₹ 100 Lakhs and
₹ 150 Lakhs for NCDs and OFCDs respectively. Further during the previous year, the Company has sold some of the
land & building of erstwhile PPIL and the sales proceeds have been utilized towards partial repayment of NCDs and
OFCDs of ₹ 119.63 Lakhs and ₹ 543.50 Lakhs respectively. Hence, ₹ 133.04 Lakhs and ₹ 188.49 Lakhs in respect
of NCDs and OFCDs respectively, remains payable as on 31 March 2022.
97
During the year 31 March 2023, the company had provided for additional liability of ₹ 200.19 Lakhs for OFCD’s.
Hence ₹ 133.04 Lakhs and ₹ 388.68 Lakhs in respect of NCD’s and OFCD’s respectively remains payable as on 31
March 2023.
Since BIFR was considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues were not paid.
However, the Government of India had, vide Notification No. S.O. 3568(E) dated 25 November 2016, notified the
SICA Repeal Act, 2003, w.e.f. 1 December 2016, and as a consequence thereof, BIFR and AAIFR stood dissolved
w.e.f. 1 December 2016. Simultaneously, in terms of Section 252 of Insolvency & Bankruptcy Code (“IBC 2016”), the
government amended Section 4(b) of the said repeal act in the manner specified in the Eighth Schedule of IBC 2016,
resulting in the abatement of all pending proceedings including pending merger scheme before BIFR.
In view of the foregoing developments, the management is currently considering various other options 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 sanctioned by BIFR vide order dated 24 April 2007.
b. Assets held for sale:
As per the scheme of rehabilitation and merger approved by BIFR, erstwhile PPIL is required to sell office premises
at Saki Naka, Mumbai and R & D premises at Turbhe, Navi Mumbai in settlement of part dues of secured and
unsecured payables mentioned in the aforesaid scheme. Consequently, the said assets are classified as held for sale
and measured at lower of carrying cost and fair value less cost to sell. The Company is not charging any depreciation
on assets held for sale.
During the year, the Company has sold Building at Turbhe, Navi Mumbai and sales proceeds have been used for
partial repayment of NCD & OFCD as mentioned above in the Note No 46a.
The Company is committed to the plan of sale of assets and is in search of suitable buyers for assets held for sale.
Details of the assets held for sale are as under: (₹ in Lakhs)
Description 31 March 2023 31 March 2022
Office Premises 196.54 196.54
Total 196.54 373.59
47. During the year ended 31 March 2017, SBI and SBM had sold its loan exposure and have assigned all the rights, title
and interests in financial assistance on the Company to Edelweiss Asset Reconstruction Company Limited (EARCL) at an
agreed value.
During the previous year ended 31 March 2022, pursuant to the settlement arrangement letter dated 13 December 2021,
EARCL has agreed final settlement amount of ₹ 8,500 Lakhs. Major part of the settlement aunt was paid and interest had
been provided at stipulated rates. Consequently, ₹ 6,875.02 Lakhs was recognized as gain on extinguishment of financial
liability and shown under “Exceptional Item”.
Further, during the previous year ended 31 March 2022, Union Bank of India and Exim Bank vide letter dated 1 December
2021 and 7 December 2021 respectively have assigned all the rights, title and interests in financial assistance on the
Company to EARCL at agreed value.
During the year ended 31 March 2023, in respect of aforesaid dues, EARCL has agreed for the Revised Settlement amount
to be payable within the stipulated time. Consequently ₹ 981.58 Lakhs has been recognised as loss on settlement of
financial liability and shown under “Exceptional Item”.
48. The balances of trade receivables, trade payables, loans and advances are subject to confirmation/reconciliation and
adjustments, if any.
98
49. Details of dues to Micro and Small Enterprises as defined under “Micro, Small & Medium Enterprises Development
Act, 2006” :
This information has been determined to the extent such parties have been identified on the basis of information available
with the Company.
(₹ in Lakhs)
a) The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year
Principal 138.16 4.72
Interest 3.68 1.28
b) The amount of interest paid by the buyer in terms of Section 16 of the Nil Nil
Micro, Small and Medium Enterprises Development Act 2006, along with
the amounts of the payment made to the supplier beyond the appointed
day during each accounting year.
c) The amount of interest due and payable for the period of delay in making Nil Nil
payment (which has been paid but beyond the appointed day during the
year) but without adding the interest specified under Micro, Small and
Medium Enterprises Development Act 2006.
d) The amount of interest accrued and remaining unpaid at the end of each 19.20 3.59
accounting year.
e) The amount of further interest remaining due and payable even in the 19.20 3.59
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under Section 23 of the Micro, Small and Medium
Enterprises Development Act 2006.
50. Income Tax

Income tax (expense)/benefit recognised in the income statement consist of the following:
A. Current Tax :
Income tax (expense)/benefits recognised in the statement of profit and loss consist of the following:
(₹ in Lakhs)
Current tax on profit for the year - -
Adjustment for current tax of prior periods - -
Total Current Tax Expenses - -
Deferred tax expense / (benefits) - -

MAT Credit Entitlement
Origination and reversal of timing difference 10.90 (34.62)
Total Deferred Tax expenses 10.90 (34.62)
Income tax expense for the year recognised in the statement of 10.90 (34.62)
profit & loss.
B. Reconciliation of Effective Tax Rate:

For the year ended 31 March 2023:
The Company has incurred loss during the yar ended 31 March 2023. Since there is book loss as well as tax loss
and hence no tax is payable as per provision of Income Tax Act 1961. Therefore, calculation of effective tax rate is
not relevant and hence not given.
99
For the previous year ended 31 March 2022:
Reconciliation of the company’s effective tax rate is as under:
(₹ in Lakhs)
Particulars 31 March 2022
Accounting profit before income taxes 8,112.77
Enacted tax rate in India (%) 34.94%
Computed expected tax expenses 2,834.60
Effect of income considered separately 21.87
Tax effect of income which is chargeable at a different rate (7.29)
Effect of Income exempt from tax (Exceptional item) (2,668.59)
Effect of non deductible expenses 112.21
Effect of Reversal of provision for doubtful debts / advances (232.29)
Effect of tax benefits on unabsorbed depreciation (60.84)
Income Tax expenses (0.00)
Effective Tax rate 0%
C. Deferred Tax Assets & (Liabilities)
(₹ in Lakhs)
Deferred Tax Liabilities (1,798.55) (6,386.97)
Deferred Tax Assets (restricted to deferred tax liabilities above) 1,798.55 6,386.97
MAT credit entitlement 550.00 563.19
Deferred tax assets/ (liabilities) 550.00 563.19
The tax effects of significant temporary difference that resulted in deferred tax assets & liabilities and a description of
these difference is given below:
(₹ in Lakhs)
Deferred Tax Liabilities
Property, Plant and Equipment 1,798.55 1,698.84
Borrowing at amortised cost - 4,688.13
Total Deferred Tax Liabilities 1,798.55 6,386.97
Deferred Tax Assets
Employee Benefit Expenses 49.58 525.32
Provision for Doubtful Debts/Receivable 2,701.50 2,848.77
Unabsorbed depreciation 526.09 249.06
Bank Guarantee Invoked 1,192.67 1,229.88
Expenses deductible on payment basis 169.42 4,378.32
IND -AS Adjustments - 332.38
Total Deferred Tax Assets 4,639.27 9,563.73
Total Deferred Tax Assets Restricted to 1,798.55 6,386.97
51. No Managerial Remuneration has been paid during the current year ended 31 March 2023 and previous year ended 31
March 2022. As per the Companies Act, 2013 and Rules made thereunder and Schedule V, Mr K. Chandran, WTD of the
Company is not eligible for any remuneration and hence no remuneration is paid to him during the year under review.
52. Details of Auditors Remuneration: (₹ in Lakhs)

Statutory Auditors Remuneration :
- Audit Fees 12.50 12.50
- Certification & Other Matters 6.50 6.86
- Out of Pocket Expenses 0.62 0.39
Cost Auditors Remuneration :
- Cost Auditor Fees 1.75 1.75
Note: Above figures are exclusive of GST, wherever applicable.
100
53. Employee Benefits
As required by Ind AS 19 “Employees Benefits” the disclosures are as under:
Defined Contribution Plans
The Company offers its employees defined contribution plans in the form of Provident Fund (PF) and Employees’ Pension
Scheme (EPS) with the Government, and certain State plans such as Employees’ State Insurance (ESI), PF and EPS cover
substantially all regular employees and the ESI covers certain employees. Contributions are made to the Government’s
funds. While both the employees and the Company pay predetermined contributions into the provident fund and the ESI
Scheme, contributions into the pension fund is made only by the Company. The contributions are normally based on a
certain proportion of the employee’s salary.
During the year, the Company has contributed and recognised the following amounts as expenses in the statement of profit
and loss:
(₹ in Lakhs)
Provident Fund, Employee’s Pension Scheme and MLWF 350.12 323.11
Employees State Insurance 28.75 22.52
Super Annuation Fund - 1.06
TOTAL 378.87 346.69
Defined Benefit Plans
Gratuity: Under the gratuity plan, the eligible employees are entitled to post -retirement benefit at the rate of 15 days salary
for each year of service until the retirement or resignation with a payment ceiling of ₹ 20 lakhs. The Company makes annual
contributions to Employees’ Group Gratuity-cum Life Assurance (Cash Accumulation) Scheme of LIC, a funded defined
benefit plan for qualifying employees. The scheme provides for payment to vested employees as under:
i) On normal retirement / early retirement / withdrawal / resignation:
As per the provisions of Payments of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On the death in service:
As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.
Disclosures for defined benefit plans i.e. Gratuity (Funded Plan), based on actuarial reports are as under:
(₹ in Lakhs)
(i) Changes in Defined Benefit Obligation
Opening defined benefit obligation 933.32 1,003.26
Current service cost 77.09 43.00
Interest cost 63.24 49.67
Actuarial loss / (gain)
-changes in financial assumptions (43.67) (50.23)
-experience adjustments 28.85 (59.98)
Benefit (paid) (15.63) (52.41)
Closing defined benefit obligation 1,043.18 933.32
(ii) Changes in Value of Plan Assets
Opening value of plan assets 27.05 25.29
Interest Income 3.29 0.99
Return on plan assets excluding amounts included in Interest Income (7.51) 0.77
Contributions by employer 5.99 4.45
Benefits (paid) (2.56) (4.45)
Closing value of plan assets 26.27 27.05
(iii) Amount recognised in the Balance Sheet
Present value of funded obligations as at year end 1,043.18 933.32
Fair value of the plan assets as at year end (26.27) (27.05)
Net (asset) / liability recognised as at the year end 1,016.91 906.27
101
(iv) Expenses recognised in the Statement of Profit and Loss

Net Interest cost 59.95 48.68
Expenses recognised in the Statement of Other Comprehensive
Income (7.32) (110.98)
Net actuarial loss/(gain) recognised in the current year
Return on plan assets excluding amounts included in Interest Income 7.51 (0.77)
(v) Asset information
Policy of Insurance 100% 100%
(vi) Principal actuarial assumptions used
Discount rate (p.a.) 7.45% 6.95%
Salary growth rate (p.a.) 7.50% 7.50%
Withdrawal rate (p.a.) 5% at all ages 5% at all ages
Rate of return on plan assets (p.a.) 7.45% 6.95%
Mortality rate Based on Indian Based on Indian
Assured Lives Assured Lives
Mortality Mortality
2012-14 Table 2012-14 Table
Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation.
Following is the amount of defined benefit obligation that would have been if there is a certain change in assumption as
indicated below:
(₹ in Lakhs)
31 March 2023 31 March 2022
Particulars
Increase Decrease Increase Decrease
Discount rate (1% movement) 964.04 1,133.58 859.55 1,018.01
Salary growth rate (1% movement) 1,117.90 972.54 1,002.42 869.08
Withdrawal rate (10% movement) 1,044.24 1,041.90 933.12 933.25
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be
correlated.
Although the analysis does not take into account full distribution of cash flows expected under the plan, it does provide
an approximation of sensitivity of assumptions. The estimate of future increase in compensation levels, considered in the
actuarial valuation, have been taken on account of inflation, seniority, promotion and other relevant factors such as supply
and demand in the employment market.
The expected contribution for Defined Benefit Plan for the next financial year will be in line with current financial year.
The Average outstanding terms of obligations (years) as at valuation date is 8.86 years (Pr.Yr. 8.69 years) .
Death Benefit:
The Company provides for death benefit, a defined benefit plan, (the death benefit plan) to certain categories of employees.
The death benefit plan provides a lump sum payment to vested employees on death, being compensation received from
the insurance company and restricted to limits set forth in the said plan. The death benefit plan is non – funded.
Leave Encashment:
The Company’s employees are entitled for compensated absences which are allowed to be accumulated and encashed as
per the Company’s rule. The liability of compensated absences, which is non-funded, has been provided based on report
of independent actuary using the “Projected Unit Credit Method”.
Accordingly aggregate of ₹ 516.52 Lakhs (Pr. Yr. ₹ 457.23 Lakhs) being liability as at the year end for compensated
absences as per actuarial valuation has been provided in the accounts.
102
The Actuary has outlined the following risks associated with the plans:
A. Actuarial Risk:
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into
an increase in Obligation at a rate that is higher than expected.
Variability in mortality rates:
If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid
earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead
to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
If actual mortality rates are higher than assumed mortality rate assumption than the leave benefit will be paid earlier
than expected. The acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of
the assumed salary growth and discount rate.
Variability in withdrawal rates:
If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid
earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
If actual withdrawal rates are higher than assumed withdrawal rate assumption than the leave benefit will be paid
earlier than expected. The impact of this will depend on the relative values of the assumed salary growth and discount
rate.
Variability in availment rates:
If actual availment rates are higher than assumed availment rate assumption then leave balances will be utilised
earlier than expected. This will result in reduction in leave balances and Obligation.
B. Investment Risk:
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be
the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the
future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant
changes in the discount rate during the inter-valuation period.
C. Liquidity Risk:
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits.
If some of such employees resign/retire from the Company there can be strain on the cashflows.
D. Market Risk:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One
actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money.
An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This
assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed
to fluctuations in the yields as at the valuation date.
E. Legislative Risk:
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the
legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay
higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the
same will have to be recognised immediately in the year when any such amendment is effective.
54. Employees Stock Options Plan (‘ESOP’)
The Company has established an Employee Stock Options Plan 2016 (‘WANBURY ESOP – 2016’) which was approved
by the shareholders vide their resolution dated 29 September 2016. The options issued under the above scheme vest in
phased manner. Each option entitles an employee to subscribe to one equity share of the Company at an exercise price of
₹ 10 per share.
The options will be vested over a period of five years subject to continuous employment with the Company and the
fulfillment of performance parameters.
103

31 March 2023 31 March 2022
Particulars
(FV ₹ 10) (FV ₹ 10)
Options outstanding as at the beginning of the Year 7,80,000 2,05,000
Add: Options granted during the Year 50,000 7,10,000
Less: Options lapsed during the Year 3,35,000 1,00,000
Less: Options Exercised during the Year 40,000 35,000
Options outstanding as at the End of the year 4,55,000 7,80,000
The Compensation cost of stock options granted to employees is measured by the fair value method and is amortised over
the vesting period. The fair value is determined using black scholes option pricing model.
Details of the options granted under ‘WANBURY ESOP-2016’ are as under:
Grant Date 30 May 2017 11 Sept 2020 20 Oct 2021 17 Feb 2022 10 Aug 2022
No. of Options 1,00,000 1,50,000 4,10,000 3,00,000 50,000
Exercise price ₹ 10 ₹ 10 ₹ 10 ₹ 10 ₹ 10
Weighted average fair value ₹ 39.89 ₹ 28.78 ₹ 72.28 ₹ 90.91 ₹ 63.26
of options
Vesting Period Graded vesting Graded vesting Graded vesting Graded vesting Graded vesting
from 30 May from 12 Sept from 20 Oct from 20 Oct from 10 Aug
2018 to 30 May 2020 to 11 Sept 2022 to 19 Oct 2022 to 19 Oct 2023 to 10 Aug
2022 2024 2026 2026 2025
Exercise Period 2 Years from 2 Years from 2 Years from 2 Years from 2 Years from
Vesting Vesting Vesting Vesting Vesting
Price of the underlying share ₹ 47 ₹ 36.15 ₹ 79.80 ₹ 98.60 ₹ 75.35
in the market at the time of
grant of option
The key assumptions used for calculating fair value are as under:
Expected life of the option Between Between Between Between Between
2 to 6 years 2 to 6 years 2 to 6 years 2 to 6 years 2 to 6 years
Dividend yield 0% 0% 0% 0% 0%
Expected volatility 48.92% 45.74% 44.24% 45.70% 44.92%
Risk free rate of return 6.9% 3.85% 3.85% 4.75% 6.50%
to 6.25% to 6.25% to 6.40% to 6.95%
Attrition rate 0% 0% 0% 0% 0%
55. Disclosure for leases under Ind AS 116- “Leases”:

The Company has taken various/few premises on lease.Rental contracts are made from 12 months to 60 months and
are renewable by mutual consent on mutually agreeable terms. Some of these lease agreements have price escalation
clauses. There are no restriction imposed by lease agreements and there are no sub leases. There are no contingent rents.
The Company has adopted Ind AS 116 effective from 1 April 2019, using the modified retrospective method.
Right-of-use assets is depreciated on a straight-line basis over the shorter of the lease term and useful life of the asset.
104
(i) Amounts recognised in Balance Sheet
Following are the changes in carrying value of right to use assets for the year ended 31 March 2023:
(₹ in Lakhs)
Particulars Land Premises Total
Cost:
As on 01 April 2022 1,244.60 826.18 2070.78
Additions - - -
Disposal - - -
Balance as on 31 March 2023 1,244.60 826.18 2,070.78
Accumulated Depreciation and Impairment:
As on 01 April 2022 22.07 218.52 240.59
Depreciation for the year 21.80 256.45 278.25
Disposal - - -
Balance as on 31 March 2023 43.87 474.97 518.83
Carrying Amount as on 31 March 2023 1,551.95
(₹ in lakhs)
Cost:
As on 01 April 2021 421.31 522.12 943.43
Additions - 304.06 304.06
Disposal/Adjustment for revluation (Refer Note 8.6) 823.29 - 823.29
As on 01 April 2021 12.62 25.75 38.37
Depreciation charged for the year 9.45 192.77 202.22
Disposal - - -
The aggregate depreciation expense on ROU asset is included under depreciation and amortisation expense in the
statement of Profit and Loss.
Following is the breakup of current and non-current lease liabilities:
(₹ in Lakhs)
Lease Liability:
Non Current 237.67 413.04
Current 175.36 244.91
Total 413.03 657.95
The movement in Lease liabilities is as follows
(₹ in Lakhs)
At the beginning of the year 657.95 513.65
Additions during the year - 304.06
Finance charge for the year 54.84 63.50
Payment of Lease liability (299.76) (223.26)
At the end of year 413.03 657.95
The below details regarding contractual maturities of lease liabilities of non-cancellable contractual commitments on
undiscounted basis:
(₹ in Lakhs)
Not later than one year 206.84 299.76
Later than one but not later than five years 260.06 466.90
Later than 5 years - -
Total 466.90 766.66
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(ii) Amounts recognised in the statement of Profit & Loss
Following are the expenses recognised in statement of Profit and loss account for the year ended 31 March 2023:
(₹ in Lakhs)
Depreciation charge of Right to use Assets:
- Land 21.80 9.45
- Premises 256.45 192.77
Interest expense on lease liabilities 54.85 63.50
For cancellable leases, the Company recognises the lease payments as an operating expense in the Statement of
Profit and Loss on a straight line basis over the term of lease. During the year ended 31 March 2023, the Company
has recognised lease rental of ₹ 76.72 Lakhs (Pr. Yr. ₹ 151.80 Lakhs) in the Statement of Profit and Loss as “Rent”
under Note 38.
56. Disclosure required by regulation 53(f) of SEBI (Listing Obligations and Disclosure Requirements, 2015):
Interest free Advances to:
(₹ in Lakhs)
Particulars Outstanding as on Maximum Balance Outstanding
31 March 2023* during the period
Bravo Healthcare Ltd. 6,071.74 6,071.74
(Pr. Yr. 6,071.74) (Pr. Yr. 6,071.74)
Cantabria Pharma S. L. - a subsidiary 1,219.33 1,219.33
company (Pr. Yr. 1,219.33) (Pr. Yr. 1,219.33)
*Full Provision for the recovery has been made.
57. Related Party Disclosure:
A. Relationship:
Category I: Entity having significant influence over the Company:
- Expert Chemicals (India) Pvt. Ltd.
Category II: Subsidiary Companies:
- Wanbury Holding B. V. (Netherlands)
- Cantabria Pharma S. L. (Spain) (Under Liquidation)
- Ningxia Wanbury Fine Chemicals Co. Ltd (China)
- Wanbury Global FZE (Ras-Al-Khaimah, UAE)
Category III: Directors, Key Management Personnel and their relatives:
- Mr. K. Chandran - Vice Chairman and Executive Director
- Mr. Vinod Verma - Chief Financial Officer
- Mr. Jitendra Gandhi - Company Secretary
- Mr. N.K.Puri - Non-Executive Independent Director
- Mr. S.K.Bhattacharya - Non-Executive Independent Director upto 2 Januarary 2022
- Ms. Pallavi Shedge- Non-Executive Independent Woman Director
- Mr. Binod Chandra Maharana – Non-Executive Independent Director upto 16 March 2023
- Dr. Manisha Juvekar - Non-Executive Independent Woman Director upto 16 March 2023
- Ms. Anupama Vaidya - Non-Executive Independent Woman Director upto 16 March 2023
Category IV: Enterprise over which persons covered under Category III above are able to exercise significant
control:
- Wanbury Infotech Private Limited
- Bravo Healthcare Limited
- Wanbury Pharma Limited
106
B. Transactions carried out with related parties:
(₹ in Lakhs)
Sr. No. Transactions Category 31 March 2023 31 March 2022
1) Information Technology Services taken:
Wanbury Infotech Pvt. Ltd. IV 156.00 156.00
2) Key Management Compensation:
a) Short Term Employee Benefits III 207.83 199.50
Share Based Payments III 0.40 2.86
Post-Employment Benefits III 8.45 4.34
b) Sitting fees to Non-Executive Directors
Mr. N.K.Puri III 7.00 8.25
Mr. S.K.Bhattacharya III Nil 5.25
Ms. Pallavi Shedge III 7.00 8.25
Mr. Binod Chandra Maharana III 1.75 8.25
Dr. Manisha Juvekar III 7.00 8.25
Ms. Anupama Vaidya III 7.00 1.25
3) Advances Received:
Expert Chemicals (India) Pvt. Ltd I Nil 1,430.63
4) Repayment of advances received:
Expert Chemicals (India) Pvt. Ltd I 1,430.63 Nil
C. Balances due from/to related parties:
(₹ in Lakhs)
Sr. No. Particulars Category 31 March 2023 31 March 2022
1) Advances given:
Cantabria Pharma S. L. II 1,219.33 1,219.33
Bravo Healthcare Ltd. IV 6,071.74 6,071.74
3) Provision for doubtful advances:
4) Trade Payable – Others:
Wanbury Infotech Pvt. Ltd. IV - 146.09
5) For Investments and impairment in value of investments: (Refer Note 9.6)
6) For corporate guarantee given by the Company: ( Refer Note 42(a) & 43)
7) For guarantee issued on behalf of the Company: (Refer Note 21.2 & 24.1)
58. During the year, the Company has incurred losses and Company’s net-worth is negative. Its current liabilities far exceeds
its current assets and one of the lender has filed application with Mumbai Debt Recovery Tribunal for the recovery of dues.
The Company has infused funds in the past and initiated various measures, including restructuring and realigning of
debts/business. As part of overall debt resolution plan, the Company is in final stage of raising funds from an Alternative
Investment Fund and the proceeds will be utilised in repayment of debts/dues. Consequently, in the opinion of the
management, operations of the Company will continue without interruption. Hence, financial statements are prepared on a
“going concern” basis.
59. Capital Management
The primary objective of the Company’s capital management is to maximise shareholder value.
The capital structure of the Company is based on the management’s judgement of its strategic and day-to-day needs with
a focus on total equity so as to maintain investor, creditors and market confidence.
The Company has initiated various measures, including restructuring of debts and infusion of funds etc.
107
During the previous year ended 31 March 2022, the Board of Directors at their meeting held on 22 April 2021 allotted
76,15,381 Equity Shares of face value ₹ 10/- each at an issue price of ₹ 65/- per equity share (including premium of ₹ 55/-
per equity share) aggregating to ₹ 4,950 Lakhs. Further, during the previous year, the Company had sold some of its Land
& Building aggregating to ₹ 1,069.57 Lakhs. Proceeds from the same had been utilised in repayment/settlement of existing
debts.
For the purpose of the Company’s capital management, the Company monitors Net Debts and Equity.
Equity includes all components of equity i.e. paid up equity capital, share premium and all other equity reserves attributable
to the equity holders of the Company.
Net Debt includes all liabilities i.e. interest bearing loans and borrowings, trade payables, provisions and other liabilities
less cash and cash equivalents.
Details of the Equity and Net Debts are as under:
(₹ in Lakhs)
Equity Share Capital 3,270.55 3,266.55
Other Equity (3,996.46) (3,047.78)
Total Equity (725.91) 218.77
Debt(including all other liabilities) 30,950.46 34,881.26
Less: Cash and Cash Equivalents 145.56 2,248.75
Net Debt (including all other liabilities) 30,804.90 32,632.51
60. Financial Instrument – Fair values and risk management
A. Category of Financial Instruments
(₹ in Lakhs)
31 March 2023 31 March 2022
Particulars
FVTPL Amortised Cost FVTPL Amortised Cost
Financial Assets
Investment in equity instruments 1.44 - 0.93 -
Security deposits given - 372.15 - 331.65
Trade Receivables - 6,798.02 - 6,279.92
Cash and cash equivalents - 145.56 - 2,248.75
Bank balances other than Cash and cash - -
equivalents - 243.75 - 278.64
Other financial assets 136.24 159.21
Total Financial Assets 1.44 7,695.72 0.93 9,298.17
Financial Liabilities
Borrowings - 7,375.57 - 7,442.22
Lease Liability - 413.04 - 657.95
Interest accrued on borrowings - 559.32 - 148.37
Trade payables - 14,795.74 - 17,907.31
Capital creditors - 19.94 - 24.69
Security deposits received - 306.50 - 307.50
Other financial liabilities - 3,537.24 - 3,624.10
Total Financial Liabilities - 27,007.38 - 30,112.14
B. Fair Value Measurements
Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the
Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard. An
explanation of each level is as follows:
108
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in active markets or identical
assets and liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market (like forward contracts) is determined
using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value as instrument are observable, the instrument is included in
level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities etc. included in level 3.
Valuation techniques used to determine fair value
The fair value of the quoted investment is determined using traded quoted bid prices in an active market. The fair value of
unquoted investments is determined using inputs other than quoted prices included in level 1 that are observable for assets
and liabilities.
(₹ in Lakhs)
Financial Assets and Liabilities measured at 31 March 2023 31 March 2022
fair value Level Level
1 2 3 1 2 3
Financial Assets
Recurring fair value measurements
Investment in equity instruments 1.34 - 0.10 0.83 - 0.10
Total financial assets 1.34 - 0.10 0.83 - 0.10
Recurring fair value measurements - - - - - -
Total Financial liabilities - - - - - -
C. Financial Risk Management
The Company has exposure to following risks arising from financial instruments:
 Credit Risk
• Trade Receivables
• Other Financial Instruments
 Liquidity Risk
 Market Risk
• Currency Risk
• Interest Rate Risk
• Price Risk
i. Risk Management Framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk
management framework. Management is responsible for developing and monitoring the Company’s risk management
policies, under the guidance of Audit Committee.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control environment
in which all employees understand their roles and obligation.
The Company’s Audit committee oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the
Company. The Audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and
ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit committee.
109
ii. Credit Risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and
from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(a) Trade Receivables
Customer credit risk is managed by the Company subject to Company’s established policy, procedures and control
relating to customer credit risk management. Trade receivables are mainly from wholesalers, non-interest bearing and
are generally on 7 days to 120 days credit term. Credit limits are established for all customers based on internal rating
criteria and any deviation in credit limit require approval of Directors. Outstanding customer receivables are regularly
monitored. The Company has no concentration of credit risk as the customer base is widely distributed both economically
and geographically.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation
is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of
financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with
respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent
markets. Trade receivables do not contain any significant financing component and hence, the Company recognises life
time expected credit loss based on simplified approach.
Expected Credit Loss on Trade Receivable under simplified approach
(₹ in Lakhs)
Balance as at the beginning of the year 220.66 457.12
Additional provision charged to statement of Profit and Loss during the year - 2.36
Utilised/Reversal during the year (9.46) (238.82)
Balance as at the end of the year 211.20 220.66
(b) Other Financial Instruments
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks or
financial institutions with high credit rating assigned by credit rating agencies. For other financial assets, the Company
assesses and manages the credit risk internally. The Company considers the probability of default upon initial recognition
and assess whether there has been a significant increase in credit risk subsequently based in the historical losses and
forward looking supportable information. Based on general approach, if there is a significant increase in credit risk of a
financial asset since its initial recognition the Company recognises life time expected credit loss otherwise 12 months
expected credit loss is recognised.
Expected Credit Loss on Corporate Guarantee Contracts and Financial Assets other than Trade Receivables
(based on general approach)
(₹ in Lakhs)
Balance as at the beginning of the year 3,549.18 4,882.95
Additional provision charged to statement of Profit and Loss during the year 1.00 -
Utilised / Reversal during the year (106.47) (1,333.77)
Balance as at the end of the year 3,443.71 3,549.18
iii. Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. The Company’s objective is to maintain optimum level of liquidity at all times, to
meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash
management system. It maintains adequate sources of financing including bilateral loans, debt etc. at an optimised cost.
Working capital requirements are adequately addressed by internally generated and borrowed funds.
The following tables detail the Company’s remaining contractual maturity for its financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest
date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the
extent that interest flows are at floating rate, the undiscounted amount is derived from interest rate curves at the end of the
reporting period.
110
(₹ in Lakhs)
Particulars As at 31 March 2023
Carrying Cash Outflow
Amount Within 1 Year 1 to 5 Years More than 5 Years Total
Borrowings and Interest thereon 7,934.89 7,934.89 - - 7,934.89
Lease Liability 413.04 206.84 260.06 - 466.90
Trade payables and Capital creditors 14,815.66 14,815.66 - - 14,815.66
Other Financial liabilities 3,843.74 3,843.74 - - 3,843.74
Total 27,007.35 26,801.15 260.06 - 27,061.21
(₹ in Lakhs)
As at 31 March 2022
Particulars Carrying Cash Outflow
Lease Liability 657.95 299.76 466.90 - 766.66
Trade payables and other Payables 17,932.00 17,932.00 - - 17,932.00
Total 30,112.13 29,753.94 466.90 - 30,220.84
iv. Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices
– will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial
instruments.
The Company’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency
exchange rates and interest rates. The Company uses derivative financial instruments such as foreign exchange contracts
to manage its exposures to foreign exchange fluctuations. All such transactions are carried out within the guidelines set by
the risk management committee.
The analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit
obligations, provisions and on the non financial assets and liabilities.
(a) Currency Risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases and borrowings are denominated and the functional currency of the Company.
The currencies in which these transactions are primarily denominated are US dollars (US $), Pound (GBP) and Euro.
As the share of exports to total sales made by your Company is considerable, same is partly hedge through natural hedging
via raw material imports. Further management exercise close monitoring of currency fluctuations.
During the previous year ended 31 March 2022 the Company has not entered into any forward exchange contract.
During the year ended 31 March 2023, the Company has entered into forward exchange contract, being derivative
instrument to mitigate foreign currency risk, to establish the amount of currency in India Rupees required or avaibale at the
settlement date of certain payables and receivables
Details of the forward contract outstanding at the year end are as under
Currency Buy or Sell Cross Currency Amount in US $

31 March 2023 31 March 2022
US $ Sell INR 10 Lakhs -
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Foreign Currency Risk Exposures:
The foreign currency exposures that have not been mitigated by a derivative instrument or otherwise are as below:
Particulars Foreign Currency Amount in Lakhs ₹ in Lakhs

Currency 31 March 2023 31 March 2022 31 March 2023 31 March 2022
EURO 13.71 14.93 1,226.27 1,257.38
Amount US $ 55.17 59.38 4,533.62 4,500.52
receivable CNY - 0.04 - 0.48
THB 0.02 - 0.05 -
Amount EURO 40.35 44.65 3,608.74 3,760.75
payable US $ 32.47 32.22 2,668.14 2,442.10
Sensitivity:
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments.
The following table details the Company’s sensitivity to 1% increase and decrease in the exchange rate between the Indian
Rupee and respective currencies. A positive number below indicates an increase in profit/ decrease in losses and negative
number indicates decrease in profit/ increase in losses:
1% strengthening in INR 1% weakening in INR

Particulars (₹ in Lakhs) (₹ in Lakhs)
31 March 2023 31 March 2022 31 March 2023 31 March 2022
EURO 23.82 25.03 (23.82) (25.03)
US $ (18.65) (20.58) 18.65 20.58
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates.
Majority of borrowings of the Company are at fixed interest rate and are carried at amortised cost. They are therefore not
subject to interest rate risks, since neither the carrying amount nor the future cash flows will fluctuate because off a change
(c) Price risk
The Company is exposed to equity price risks arising from equity investments. However, there is no material impact of the
sensitivity.
61. Revenue (Ind AS 115)
The operations of the Company are limited to only one segment viz. pharmaceuticals and related products. Revenue from
contract with customers is from sale of manufactured/traded goods. Sale of goods are made at a point in time and revenue
is recognised upon satisfaction of the performance obligations which is typically upon dispatch / delivery. The Company
has a credit evaluation policy based on which the credit limits for the trade receivables are established. The credit period
provided by the Company is not significant, hence there is no significant financing component.
Disaggregation of Revenue
(₹ in Lakhs)
Primary geographical market:
- India 19,836.30 20,436.16
- Outside India 29,981.20 30,287.39
Total revenue from contracts with customers 49,817.50 50,723.56
Timing of the revenue recognition:
- Goods transferred at a point in time 49,817.50 50,723.56
- Services transferred over time - -
Variable components such as discounts and rebates continue to be recognized as deduction from revenue in compliance
with Ind AS 115.
112
(₹ in Lakhs)
Revenue Break – up 31 March 2023 31 March 2022
Revenue as per contracted price 50,777.52 51,061.77
Adjusted for:
- Sales returns (815.86) (212.18)
- Discounts / Rebates/Schemes (141.19) (125.82)
- Others (2.97) (0.21)
Net Revenue 49,817.50 50,723.56
62. Analytical Ratios
Ratio Numerator Denominator 31 March 2023 31 March 2022 % Variance

Current Ratio Total current assets Total current 0.41 0.51 (19.42)
(in times) liabilities
Debt-Equity Ratio Total Debt (incl Total equity @ 54.20 -
(in times) Lease)
Debt Service Coverage Earning for debt Debt Service 0.76 1.47 (48.32)
Ratio Service(After
(in times) exceptional items)
Return on Equity (%) Profit for the year Average total $ $ -
after tax(Before equity
exceptional items)
Inventory Turnover Ratio Cost of goods sold Average 8.44 8.05 4.7
(in times) Inventory
Trade receivables Revenue from Average Trade 7.64 10.51 (27.30)
turnover ratio Operations receivables
(in times)
Trade payables turnover Purchases Average Trade 1.68 2.16 (22.06)
ratio payable
(in times)
Net capital turnover ratio Net Sales Working Capital # # -
(in times)
Net profit ratio (%) Profit for the year Revenue from (1.96%) 1.00% (296.39)
after tax(Before Operations
exceptional items)
Return on capital Profit before tax Capital employed 10.51% 21.03% (50.02)
employed (ROCE) (%) and finance cost but (Tangible Net
before exceptional worth+Total Debt)
items
Return on investment (%) Income Generated Average invested Nil Nil Nil
from invested funds funds
@ Ratio is not calculated as the equity value is negative.
$ Ratio is not calculated as the average equity value is negative.
# Ratio is not calculated as the net working capital is negative.
Explanation where variance in ratios is more than 25%
Debt-Service Coverage ratio:
Current period ratio is lower due to lower EBITDA mainly due to loss and Exceptional items (refer note 44) as against
previous year ratio better due to improved profitability and exceptional items(Refer note 44).
Trade receivables turnover ratio:
Current period ratio is lower due to increased average receivable.
Net profit ratio:
Current period ratio is lower due to lower sales and low profitability
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Return on Capital employed:
Current year ratio is lower due to Loss and further decrease in earnings. As against, previous year ratio was better due to
better gross margins.
63. Disclosure of Transactions With Struck Off Companies:
The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the year.
64. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.
65. During the year, there are no transaction/details to report against the following disclosure requirements as notified by MCA
pursuant to amended Schedule III:
a. Crypto Currency or Virtual Currency
b. Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
c. Registration of charges or satisfaction with Registrar of Companies
d. Undisclosed Income
e. Relating to borrowed funds:
i. Discrepancy in utilisation of borrowings
ii. Borrowings from banks and financial institutions for the specific purpose
66. Disclosure of borrowings obtained on the basis of security of current assets:
The Company has been sanctioned working capital borrowing of ₹ 892 Lakhs comprising of ₹ 589 Lakhs fund based and ₹
303 Lakhs non-fund based from banks on the basis of security of current assets. The Company has filed quarterly returns
or statements with banks in lieu of the sanctioned working capital facilities. Discrepancies are as under.
(₹ In lakhs)
Quarter Name of the Particulars of As per Books Amount as per Quarterly Amount of
bank securities provided of Accounts Return & Statements Difference
(Reason #)
June, 2022 IDBI Bank and Inventory 4,112.52 4,611.69 (499.17)
Axis Bank
IDBI Bank and Trade receivables 7,812.11 7,342.50 469.61
Axis Bank
September, 2022 IDBI Bank and Inventory 3,283.14 3,915.16 (632.02)
Axis Bank Trade receivables 9,396.14 8,354.69 1,041.45
December, 2022 IDBI Bank and Inventory 2,852.79 2,892.74 (39.95)
Axis Bank
March, 2023 IDBI Bank and Inventory 2,198.74 2,174.32 24.42
Axis Bank Trade receivables 6,798.02 6,046.28 751.74
# The quarterly statements submitted to banks were prepared and filed before the completion of all the financial statement
closure activities including IndAS related adjustments/reclassifications & regrouping as applicable, which led to these
differences between the final books of accounts and the quarterly statements submitted to banks based on provisional
books of accounts
67. Compliance with approved Scheme(s) of Arrangements:
During the Year, the Company has not entered into any Scheme of Arrangements in terms of sections 230 to 237 of the
Companies Act, 2013.
114
68. Utilisation of borrowed funds and share premium:
A. During the year, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B. During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall:
behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
69. Information Pertaining to Corporate Social Responsibility (“CSR”): (₹ in lakhs)
Sr. Particulars 31 March 2023 31 March 2022
No.
i. Amount required to be spent by the company during Nil Nil
the year
ii. Amount of expenditure incurred
iii. Excess/(Shortfall) for the financial year [(ii) – (i)] Nil Nil
iv. Total of previous year excess / (shortfall) Nil Nil
v. Reason for shortfall, if any MCA vide notification dated 22 January 2021 laid down
provisions for mandatory spend of required CSR contribution
applicable for the year ended 31 March 2021 onwards.
The calculation of Average net profit under section 198 for
the three immediately preceding financial years is negative.
The Company is not under obligation to make any CSR
contribution for the FY 2022-23 and FY 2021-22, resultant
there is no shortfall/excess. Thus the shortfall/excess for
financial year ended 31 March 2023 and 31 March 2022
is Nil.
No related party transactions in relation to CSR expenditure has taken place in current year as well as in previous year.
70. The Company is facing some challenges on raw material availability mainly due to working capital constraints. The current
supplier arrangement and fund availability ensures material availability sufficient to cater only to the plants at Tanuku
and Patalganga which being USFDA & EUGMP approved facilities, fetch better realisation of API produced. Hence, the
Company has shut the operations at Tarapur plant. However, the Company is maintaining facilities to keep it ready for
restart once material availability is re-established. Management is exploring various business opportunities for productive
use of Tarapur plant.
71. Previous year’s figures have been re-grouped / re-classified wherever necessary, to confirm to current year’s classification
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
115
INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF WANBURY LIMITED
Report on the Audit of Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of WANBURY LIMITED (“the Holding Company” or “the
Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”) comprising of the
Consolidated Balance Sheet as at 31 March 2023, the Consolidated Statement of Profit and Loss including Other Comprehensive
Income/(Loss), the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement for the year then
ended, and the Notes to the Consolidated financial statements, including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the consolidated financial statements”).
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 financial statements of such subsidiaries as were audited by other auditors, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of
affairs of the Group as at 31 March 2023, of the consolidated loss, other comprehensive income/(loss), consolidated changes in
equity and its consolidated cash flows for the year then ended.
Basis of Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements 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, and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. 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” paragraph below, is sufficient and appropriate to provide a basis
for our opinion on the consolidated financial statement.
Material Uncertainty Related to Going Concern:
We draw attention to the Note 59 of the consolidated financial statements, regarding preparation of consolidated financial
statements on going concern basis. The Group’s net worth is negative. One of the lender of the Holding Company has filed
application with Mumbai Debt Recovery Tribunal – I for the recovery of dues. 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 financial statements 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 Matters
We draw attention to the following matters in the Notes to the consolidated financial statements:
a. Note 44(a) of the consolidated financial statements regarding guarantee given in respect of Exim Bank’s investment in
Wanbury Holding B.V., a subsidiary of the Holding Company; and
b. Note 48(a) of the consolidated financial statements regarding the status of merger of erstwhile PPIL with the Holding
Company.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
116
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key audit matter How the matter was addressed in our audit
Assessment of Provisions and Contingent liabilities Our audit procedures included the following:
The Holding Company undergoes assessment • Understanding and evaluating process and controls designed
proceedings from time to time with direct and indirect and implemented by the management including testing of
tax authorities and with certain other parties. There is a relevant controls;
high level of judgement required in estimating the level
• Obtaining details of the related matters, inspecting the supporting
of provisioning and/ or the disclosures required. The
evidences and critically assessing management’s evaluation
management’s assessment is supported by advice from
through discussions with management on both the likelihood of
internal / external tax consultants and legal consultants,
outcome and the magnitude of potential loss;
where considered necessary by the management.
Accordingly, unexpected adverse outcomes could • Reading recent orders and / or communication received from the
significantly impact the Company’s reported loss and tax authorities and with certain other parties, and management
Balance Sheet position. replies to such communication;
(Refer Note 43, 44 & 45 of the Consolidated financial • Evaluating independence, objectivity and competence of the
statements) management’s tax / legal consultants (internal/ external);
We considered the above area as a key audit matter • Understanding the current status of the tax assessments /
due to associated uncertainty related to the outcome of litigations;
these matters and application of material judgement in
• Obtaining direct written confirmations from the Company’s legal
interpretation of law.
/ tax consultants (internal / external) to confirm the facts and
circumstances and assessment of the likely outcome.
• Assessing the likelihood of the potential financial exposure;
• We did not identify any material exceptions as a result of above
procedures relating to management’s assessment of provisions
and contingent liabilities.
Appropriateness of the Expected credit loss (“ECL”). Our procedures, in relation to testing of ECL, includes the following:
To recognise ECL, the Company applies simplified • We have verified the calculation of ECL as estimated by the
approach for trade receivable which do not contain a management. We have examined the methodology and the
significant financing component and general approach judgements/assumptions used by the management while
for corporate guarantee contracts and financial estimating ECL.
assets measured at amortised cost and FVTOCI debt
instrument.
In calculating ECL, the Company has also considered
credit reports and other related credit information for its
customers to estimate the probability of default in future.
ECL is considered as KAM in view of significant
estimates and judgements made by the management
for measurement and recognition of the same.
(Refer Note 61 of the Consolidated financial statements)
There are no reportable KAM as per Subsidiary Companies Auditors Report.
Information Other than the Financial Statements and Auditor’s Report Thereon (“Other information”)
The Holding Company’s Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial statements and auditor’s report
thereon. The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Holding Company’s annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take necessary actions, as applicable under the
relevant laws and regulations.
117
Management’s and Board of Directors’ Responsibility for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the
consolidated financial position, consolidated financial performance including other comprehensive income/(loss), consolidated
statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the Ind AS specified under Section 133 of the Act read with relevant rules issued thereunder.
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 the assets of each company and for
preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making
judgements and estimates that are reasonable and prudent; and the 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 consolidated financial statements that give a true 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 financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included
in the Group are responsible for assessing the ability 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 management 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 is responsible for overseeing the financial reporting
process of each company.
Auditor’s Responsibilities for Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance 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 financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, 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 to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Holding Company has adequate internal financial controls with reference to 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 made by management and Board of Directors.
• Conclude on the appropriateness of management and Board of directors use of the going concern basis of accounting in
preparation of consolidated financial statements 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 financial statements 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, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within
the Group to express an opinion on the consolidated financial statements, of which we are the independent auditors. We are
responsible for the direction, supervision and performance of the audit of the financial statements of such entities included
in the consolidated financial statements of which we are the independent auditors. For the other entities included in the
consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for
the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit
opinion. Our responsibilities in this regard are further described in sub-paragraph (a) of the “Other Matters” paragraph
below.
118
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” paragraph below, is sufficient and appropriate to provide a basis for our audit opinion
on the consolidated financial statements.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, 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 communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
We did not audit the financial statements of three subsidiaries whose financial statements reflect total assets (before
consolidation adjustments) of Rs. 162.49 Lakhs as at 31 March 2023, total revenues (before consolidation adjustments) of Rs. Nil,
net profit / loss after tax (before consolidation adjustments) of Rs. Nil and net cash inflows amounting to Rs. Nil for the year ended
on that date, as considered in the consolidated financial statements. These financial statements have been audited by other
auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements
in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-
section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary is based solely on the audit reports of the
other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the order’) issued by the Central Government of India in
terms of section 143 (11) of the Act, we give in the “Annexure A” a statement of the matters specified in paragraph 3 and 4
of the Order, to the extent applicable.
2. As required by Section143 (3) of the Act, based on our audit and on the consideration of reports of the other auditors
on separate financial statements of such subsidiary as was audited by other auditors, as noted in the “Other Matters”
paragraph, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive
Income/(Loss), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt
with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of
the consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS prescribed under Section 133
of the Act read with relevant rules issued thereunder.
e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023
taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding company are
disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to Consolidated financial statements of
the Holding Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended:
In our opinion and according to the information and explanation given to us, no managerial remuneration has been paid or
provided during the year. Hence, requirement of Section 197(16) of the Act are not applicable to the Group.
3. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us
and based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries as
noted in the “Other Matters” paragraph:
119
i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2023 on the
consolidated financial position of the Group - Refer Note 43 to the consolidated financial statements;
ii. The Group has not entered into any long-term contracts including derivative contracts for which there were any
material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company.
iv. a. The Management has represented that, to the best of it’s knowledge and belief, as disclosed in the Note 71
of the consolidated financial statements, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b. The Management has represented, that, to the best of it’s knowledge and belief, as disclosed in the Note 71
of the consolidated financial statements, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and
(b) contain any material mis-statement.
v. There were no amounts which were declared or paid during the year as dividend by the Holding Company.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or any of
such subsidiary companies only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 is not applicable.


PLACE : Mumbai MEMBERSHIP NO. 38615
DATED: 7 July 2023 UDIN: 23038615BGVNRE1710
120
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

(The Annexure referred to in para 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of
even date to the Members of WANBURY LIMITED on the standalone financial statements for the year ended 31 March 2023.)
According to the information and explanations given to us and based on our examination, there are no companies included in the
consolidated financial statements which are companies incorporated in India except the Holding Company. Holding Company
have certain remarks included in their reports under Companies (Auditor’s Report) Order, 2020 (“CARO”), which have been
reproduced as per the requirements of the Guidance Note on CARO:
Name of the Company CIN Holding Company/ Clause Number of the CARO
Subsidiary Company Report
Wanbury Limited L51900MH1988PLC048455 Holding Company Clause 1(c),
Clause 7(a),
Clause 7(b),
Clause 9(a),
Clause 19.


121
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(The Annexure referred to in para 1 (f) under the heading “Report on Other Legal and Regulatory Requirements” of our report of
even date to the Members of WANBURY LIMITED on the consolidated financial statements for the year ended 31 March 2023.)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
In conjunction with our audit of the consolidated financial statements of the Group as of and for the year ended 31 March 2023,
we have audited the internal financial controls with reference to financial statements of the Holding Company as of that date.
Management’s Responsibility for Internal Financial Controls
Board of Directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on
the internal control with reference to financial statements criteria established by the Holding Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India (“ICAI”)”. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls with reference to financial statements that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation and presentation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the ICAI and the Standards on Auditing, prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the above mentioned
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls with reference to financial statements was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Holding Company’s internal financial controls system with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Holding Company has, in
all material respects, an adequate internal financial controls system with reference to financial statements and such internal
financial controls with reference to financial statements were operating effectively as at 31 March 2023, based on the internal
control with reference to financial statements criteria established by the Holding Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
ICAI.
122
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls with reference to financial statements is restricted to the Holding Company since all the subsidiaries of the Group are
foreign subsidiaries, which are not subject to the report on the Internal Financial Controls.


123
CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2023

(` in Lakhs)
As at As at
PARTICULARS Note No.
31 March 2023 31 March 2022
A ASSETS
Non-current Assets
(a) Property, Plant and Equipment 9 15,150.02 14,871.08
(b) Capital work-in-progress 9 160.58 234.68
(c) Other Intangible assets 9 8.85 10.13
(d) Right of use assets 9 1,551.95 1,830.19
(e) Financial Assets
(i) Investments 10 1.44 0.93
(ii) Other financial assets 11 421.15 376.11
(f) Deferred tax assets (net) 12 550.00 563.19
(g) Other non-current assets 13 130.50 48.11
Non-current Assets 17,974.49 17,934.42
Current Assets
(a) Inventories 14 2,198.74 4,972.91
(b) Financial Assets
(i) Trade receivables 15 6,798.02 6,279.92
(ii) Cash and cash equivalents 16 149.43 2,252.62
(iii) Bank balances other than (ii) above 17 243.75 278.64
(iv) Other financial assets 18 87.25 114.75
(c) Other current assets 19 2,738.81 3,225.11
12,216.00 17,123.95
Non-Current Assets classified as held for sale 48b 196.54 196.54
12,412.54 17,320.49
Total Assets 30,387.03 35,254.91
B EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 20 3,270.55 3,266.55
(b) Other Equity 21 (6,552.16) (5,608.53)
(3,281.61) (2,341.98)
Liabilities
Non controlling Interest - -
Non-current liabilities
Borrowings 22 - -
Lease Liabilities 23 237.67 413.04
(b) Provisions 24 1,393.47 1,206.58
1,631.14 1,619.62
Current liabilities
(i) Borrowings 25 6,413.79 6,702.34
(ii) Trade payables 26
a) Total outstanding dues of Micro enterprise and Small enterprise
31.45 8.33
(Refer Note 55)
b) Total outstanding dues of creditors other than Micro enterprise and
14,815.14 17,947.40
Small enterprise
(iii) Lease Liabilities 27 175.36 244.91
(iv) Other financial liabilities 28 8,050.99 7,510.73
(b) Other current liabilities 29 2,131.71 3,098.03
(c) Provisions 30 267.80 296.90
(d) Current Tax Liabilities (Net) 31 151.26 168.63
32,037.50 35,977.27
Total Equity and Liabilities 30,387.03 35,254.91
The accompanying notes are an integral part of the consolidated financial statements.
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
124
CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 MARCH 2023
(` in Lakhs)
PARTICULARS Note For year ended For the year ended
No. 31 March 2023 31 March 2022
INCOME
Revenue from operations 32 49,964.69 51,118.57
Other Income 33 91.32 150.79
Total Income 50,056.01 51,269.36
EXPENSES
(a) Cost of materials consumed 34 25,748.13 30,493.43
(b) Purchases of Stock-in-trade 1,597.78 2,014.02
(c) Changes in inventories of finished goods, stock-in-trade and work-in-progress 35 2,913.04 (2,478.63)
(d) Employee benefits expense 36 8,100.18 7,480.99
(e) Finance costs 37 2,139.36 2,061.08
(f) Depreciation and amortisation expense 38 1,238.45 1,144.98
(g) Other expenses 39 9,288.37 10,077.48
Total Expenses 51,025.31 50,793.35
Profit/(Loss) before exceptional items and tax (969.30) 476.01
Exceptional item (Net) 46 (59.38) 7,636.76
Profit/(loss) before tax (1,028.68) 8,112.77
Tax Expense 52
- Current tax (net) - -
- Deferred tax (net) 10.90 (34.62)
Total tax expense 10.90 (34.62)
Profit/(Loss) for the year (1,039.58) 8,147.39
Other Comprehensive Income/(Loss)
A (i) Items that will not be reclassified to profit or loss
- Actuarial gain/ loss on defined benefit obligation 7.32 110.98
- Gain on revaluation of property plant & equipment - 35.96
(ii) Income tax effect on above (2.28) (34.62)
B (i) Items that will be reclassified to profit or loss
- Exchange differences on translation of foreign operations 5.05 (1.91)
(ii) Income tax on items that may be reclassified to profit or loss - -
Other Comprehensive Income/(Loss) for the year, net of tax 10.09 110.41
Total comprehensive Income/(Loss) for the year (1,029.49) 8,257.80
There are no discontinued operations
Earnings per equity share ( Face value of ₹ 10/-) 40
(1) Basic- Before Exceptional Items (3.00) 1.59
(2) Basic- After Exceptional Items (3.18) 25.29
(3) Diluted- Before Exceptional Items (3.00) 1.58
(4) Diluted- After Exceptional Items (3.18) 25.21
Firm Registration no.: 107488W K.Chandran Pallavi Shedge
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7July 2023
125
CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2023

(` in Lakhs)
A Cash flows from Operating Activities
Net Profit (Loss) before Tax (1,028.68) 8,112.77
Adjustments for:
Depreciation and amortisation 1,238.45 1,144.98
(Profit) Loss on Fixed Assets Sold (Net) 6.12 63.05
Allowances/(Reversals) for Doubtful debts (Net) (9.46) (236.46)
Finance Cost 2,139.36 2,061.08
Unrealised Exchange (Gain) Loss (Net) 256.23 (2.33)
Interest Income (41.57) (66.94)
Excpetional Items (Net) 59.38 (7,636.76)
Amount Written Back (34.13) (32.06)
Fair value gain on financial asset measured at fair value (0.52) 0.40
Share based payment expenses/(reversal) 85.84 71.10
Operating Profit/(Loss) before Working Capital Changes 2,672.02 3,744.51
Changes in Working Capital:
Decrease (Increase) in Trade Receivable (531.93) (2,809.89)
Decrease (Increase) in Non Current Financial Assets-Loans (30.02) (27.48)
Decrease (Increase) in Other Non Current Assets - 9.51
Decrease (Increase) in Other current financial assets 30.66 (50.58)
Decrease (Increase) in Other Current Assets 485.30 (662.31)
Decrease (Increase) in Inventories 2,774.18 (2,487.63)
Increase (Decrease) in Other Current-Financial Liabilities (369.85) (585.13)
Increase (Decrease) in Other Current Liabilities (542.07) 1,307.30
Increase (Decrease) in Non Current Provisions 194.20 (57.47)
Increase (Decrease) in Current Provisions (29.10) 21.69
Increase (Decrease) in Trade Payables (2,661.37) 5,668.05
Increase (Decrease) in Foreign Currency Translation Reserve 5.05 (1.91)
Cash Generated from (Used in) Operations 1,997.08 4,068.66
Direct Taxes Paid (Net of Refunds/Prior Years Adjustments) (17.36) (16.37)
Net Cash generated from (Used in) Operating Activities 1,979.72 4,052.29
B Cash flows from Investing Activities
Capital Expenditure on Property, Plant & Equipment including Capital Advances (1,262.81) (965.77)
Proceeds from Sale of Property, Plant & Equipment 6.25 1,079.81
Interest Income Received 26.92 56.07
Bank Balance not considered as Cash and Cash Equivalents (Net) 32.87 (111.46)
Balance Proceeds on sale of Brands 313.00 -
Net Cash generated from (Used in) Investing Activities (883.77) 58.65
C Cash flows from Financing Activities
Interest and Other Finance Cost (1,654.48) (1,507.55)
Proceeds from issue of equity shares 4.00 4,966.25
Payment of Lease libility ( including Interest ) (299.76) (223.27)
Repayment of Borrowings (1,248.90) (6,093.89)
Net Cash generated from (Used in) Financing Activities (3,199.14) (2,858.46)
Net Increase (Decrease) in Cash & Cash Equivalents (2,103.19) 1,252.50
Cash and Cash equivalents as at the beginning of the Year 2,252.62 1,000.12
Cash and Cash Equivalents as at the end of the Year (Refer Note 16) 149.43 2,252.62
Significant Accounting Policies (Refer Note 7)
Firm Registration no.: 107488W K.Chandran Pallavi Shedge
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
126
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2023
A. Equity Share Capital
Particulars Balance as at Changes in Equity Share Capital Restated balance at the Changes in Equity Share Balance as at
1 April 2022 due to Prior Period errors beginning of the year Capital during the year 31 March 2023
Authorised
5,00,00,000 (Pr. Yr. 5,00,00,000 Equity Shares 5,000.00 - 5,000.00 - 5,000.00
of Rs 10/- each ) Equity Shares of ₹ 10/- each
5,000.00 - 5,000.00 - 5,000.00
Issued, (Refer Note 20) 3,266.55 - 3,266.55 4.00 3,270.55
Previous Year
Particulars Balance as at Changes in Equity Share Capital Restated balance at the Changes in Equity Share Balance as at
1 April 2021 due to Prior Period errors beginning of the year Capital during the year 31 March 2022
Authorised
5,00,00,000 (Pr. Yr 3,00,00,000 Equity Shares 5,000.00 - 5,000.00 - 5,000.00
of Rs 10/- each) Equity Shares of ₹ 10/- each
127
5,000.00 5,000.00 - 5,000.00
B. Other Equity (` in Lakh
Particulars Other Equity
Reserves and Surplus Total Other
Equity
Capital Securities Debenture General Employee Stock Exchange Revaluation Retained
Reserve Premium Account Redemption Reserve Reserve Option Outstanding Fluctuation Reserve Surplus Earnings
Balance as at 1 April 2021 683.41 6,007.59 412.25 1,323.52 33.93 13.48 - (26,600.06) (18,125.88)
Changes in accounting policy/prior period - - - - - - - - -
Restated balance as at 1 April 2021 683.41 6,007.59 412.25 1,323.52 33.93 13.48 - (26,600.06) (18,125.88)
Profit/(Loss) for the year - - - - - - - 8,147.39 8,147.39
Other comprehensive income/(loss) for the - - - - - (1.91) 35.96 76.35 110.40
year (net of tax)
Total comprehensive income/(loss) for - - - - - (1.91) 35.96 8,223.74 8,257.79
the year
Shares alloted during the year 4,188.46 4,188.46
Share based payments of employees - - - - 71.10 - - - 71.10
ESOP exercised during the year - 12.76 - - (12.76) - - - -
Additional Amortisation due to revaluation of (3.19) 3.19 -
Lease hold land
Balance as at 31 March 2022 683.41 10,208.81 412.25 1,323.52 92.27 11.57 32.77 (18,373.13) (5,608.54)
128
Changes in accounting policy/prior period - - - - - - - - -
Restated balance as at 1 April 2022 683.41 10,208.81 412.25 1,323.52 92.27 11.57 32.77 (18,373.13) (5,608.54)
Profit/(Loss) for the year (1,039.59) (1,039.59)
Other comprehensive income/(loss) for the 5.05 - 5.04 10.09
year
(net of tax)'
Total comprehensive income/(loss) for 5.05 - (1,034.56) (1,029.50)
the year
Shares alloted during the year - -
Additional Amortisation due to revaluation of (21.04) 21.04 -
Lease hold land
Balance as at 31 March 2023 683.41 10,223.82 412.25 1,323.52 163.11 16.62 11.73 (19,386.63) (6,552.16)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2023
Nature of each reserve and surplus
Capital Reserve:-This Reserve represents the difference between value of the net assets transferred to the Company in the
course of business combinations and the consideration paid for such combinations earlier.
Securities Premium Account:- Securities premium comprises of premium on issue of shares. The reserve is utilised in
accordance with the specific provision of the Companies Act, 2013
Debenture Redemption Reserve:- This reserve is created out of the retained earnings for the amount of debentures to be
redeemed, as per the provisions of Companies Act, 2013.
General reserve:- This Reserve is created by an appropriation from one component of equity to another, not being an item of
other comprehensive income.
Employee Stock Option Outstanding:-This Reserve relates to stock options granted by the Company to employees. This
Reserve is transferred to securities premium or retained earnings on exercise or cancellation of vested options.
Retained earnings:- This is net surplus or deficit in the statement of profit and loss.
Revaluation Surplus:- This reserve represents surplus on revaluation of Freehold & Leashold land. Amount equivalent to
additional amortisation due to revaluation of leasehold land is transferred to retained earnings.
Chartered Accountants K.Chandran Pallavi Shedge
Firm’s Registration No. 107488W Vice Chairman Director
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Membership no. 38615
Jitendra J. Gandhi Vinod Verma
Mumbai, 7 July 2023 Company Secretary Chief Financial Officer
129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023
1. CORPORATE INFORMATION:
Wanbury Limited (“The Holding Company” or “the Company”) is a public limited company incorporated and domiciled in
India.
Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Registered office of the Company is
located at BSEL Tech Park, B-Wing, 10th Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai – 400 703.
The Consolidated Financial Statement (“CFS”) comprises the Holding Company and its Subsidiaries (referred to collectively
as “The Group”).
The Holding Company is engaged in the business of pharmaceutical and related activities, including research. The
Consolidated Financial Statements of the Group for the year ended 31 March 2023 are approved for issue by Holding
Company’s Board of Directors on 7 July 2023.
2. BASIS OF PREPARATION:
These Financial Statements are prepared in accordance with Indian Accounting Standards (‘Ind AS’), under the historical
cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions
of the Companies Act, 2013 (‘the Act’) (to the extent notified) and guidelines issued by the Securities and Exchange Board
of India (‘SEBI’). The Ind AS are prescribed under section 133 of the Act read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.
3. PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements comprises the financial statement of the Holding Company and its Subsidiaries.
The Financial Statements of the Holding Company and its Subsidiaries have been consolidated on line by line basis by
adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group
transactions, intra-group balances and unrealized losses resulting there from and are presented to the extent possible, in
the same manner as the Group’s independent financial statements. The statement of profit and loss and each component
of other comprehensive income are attributed to the equity holders of the Holding Company of the Group.
The Financial Statement of the Holding Company and its Subsidiaries have been consolidated using uniform accounting
policies for like transactions and other events in similar circumstances. When necessary, adjustments are made to the
financials statements of Subsidiaries to bring their accounting policies into line with the Groups accounting policies.
The financial statements of the Subsidiaries used in consolidation are drawn up to the same reporting date as that of the
Holding Company’s i.e., year ended 31 March 2023.
4. FUNCTIONAL AND PRESENTATION CURRENCY:
Functional currencies of Subsidiary companies are the respective local currencies. The financial statements are presented
in Indian Rupees (‘INR’ or ‘Rupees’ or ‘Rs.’ or ‘₹’) which is the functional currency of the Holding Company.
5. ROUNDING OFF OF AMOUNTS
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakh.
6. CURRENT VERSUS NON-CURRENT CLASSIFICATION
The assets and liabilities in the balance sheet are presented based on current/non-current classification.
An asset is a current asset when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle, or
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current assets.
A liability is a current liability when it is:
• Expected to be settled in normal operating cycle, or
• Due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are treated as non-current liabilities.
Deferred tax assets and liabilities are classified as non- current assets and liabilities respectively.
130
Operating Cycle:
Based on the nature of products / activities of the Group and the normal time between acquisition of the assets and their
realisation in cash or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current and non-current.
7. SIGNIFICANT ACCOUNTING POLICIES:
All items of Property, plant and equipment other than freehold land are carried at cost less accumulated depreciation
and accumulated impairment loss, if any. Freehold Land is stated at revalued amount.
Revaluation of Land is made with sufficient regularity to ensure that the carrying amount does not differ materially
from that which would be determined using fair value at the balance sheet date. When the fair value differs materially
from its carrying amount, the carrying amount is adjusted to the revalued amount. The fair value is determined based
on appraisal undertaken by a professionally qualified valuer.
Cost includes cost of acquisition, installation or construction, other direct expenses incurred to bring the assets to its
working condition and finance costs incurred up to the date the asset is ready for its intended use and excludes GST
eligible for credit/setoff, wherever applicable.
When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised
in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other
repair and maintenance costs are recognised in the statement of profit or loss as incurred.
Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising
of direct costs, related incidental expenses and attributable interest.
All identifiable Revenue expenses including interest incurred in respect of various projects/expansion, net of income
earned during the project development stage prior to its intended use, are considered pre-operative expenses and
disclosed under Capital Work-in-Progress.
Capital expenditure on tangible assets for research and development is classified under property, plant and equipment
and is depreciated on the same basis as other property, plant and equipment.
Property, plant and equipment are derecognised either on disposal or when retired from active use. Losses arising
in the case of the retirement of property, plant and equipment and gains or losses arising from disposal of property,
plant and equipment are recognised in the statement of profit and loss in the year of occurrence.
Depreciation & Amortisation
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual
value. Depreciation on the property, plant and equipment is provided based on straight line method, over the useful
life of the assets as specified in Schedule II to the Companies Act, 2013. Property, plant and equipment which are
added / disposed off during the year, depreciation is provided on pro-rata basis. Right-of-use assets are depreciated
from the commencement date / Revaluation date on a straight-line basis over the shorter of the lease term and
balance useful life of the underlying asset. Buildings constructed on leasehold land are depreciated based on the
useful life specified in Schedule II to the Companies Act, 2013, where the lease period of the land is beyond the life
of the building. In other cases, building constructed on leasehold lands are amortised over the primary lease period
of the lands.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Advances given towards acquisition of Property, plant and equipment
outstanding at Balance sheet date are disclosed as Capital Advances under “Non Current Assets - Others”.
b. Intangible Assets :
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
assets will flow to the Group and the cost of the assets can be measured reliably.
Intangible assets are stated at cost of acquisition less accumulated amortisation and impairment loss, if any.
Internally generated intangibles, excluding development costs as defined in IndAS, are not capitalised and the related
expenditure is reflected in statement of profit or loss in the period in which the expenditure is incurred.
131
Software is amortised over their estimated useful life on straight line basis from the date they are available for
intended use or the period of the license as applicable, subject to impairment test.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at
least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates.
Gains or losses arising from derecognition of an intangible assets are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when
the assets is derecognised.
Research and Development
Revenue expenditure pertaining to research is charged to the Consolidated Statement of Profit and Loss. Development
costs of products are also charged to the Consolidated Statement of Profit and Loss in the year it is incurred, unless
a product’s technological feasibility has been established, in which case such expenditure is capitalized. These
costs are charged to the respective heads in the Consolidated Statement of Profit and Loss in the year it is incurred.
The amount capitalized comprises of expenditure that can be directly attributed or allocated on a reasonable and
consistent basis for creating, producing and making the asset ready for its intended use. Property, plant and equipment
and Other Intangible Assets utilized for research and development are capitalized and depreciated / amortised in
accordance with the policies stated for Property, plant and equipment and Other Intangible Assets.
c. Non-Current assets held for sale :
The Group classifies non-current assets as held for sale if their carrying amounts will be recovered principally through
a sale rather than through continuing use and a sale is considered highly probable. Non-current assets as held
for sale are measured at the lower of their carrying amount and the fair value less costs to sell. These assets are
presented separately in balance sheet. Property, plant and equipment are not depreciated once classified as held for
sale.
d. Impairment of non-financial assets :
The carrying amount of Non-Financial Assets(other than inventories and deffered tax assets)/ Cash Generating Units
(‘CGU’) are reviewed at each Balance Sheet date if there is any indication of impairment based on internal / external
factors. An impairment loss is recognized in the Consolidated Statement of Profit and Loss wherever the carrying
amount of a Non-Financial Assets / CGU exceeds its recoverable amount. The recoverable amount is greater of the
asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and risks specific to the assets. A previously recognised impairment loss is increased or reversed depending on the
changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that
would have prevailed by charging usual depreciation / amortisation if there was no impairment.
e. Financial Instruments :
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial Assets:
Classification:
The Group classifies financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income (‘FVTOCI’) or fair value through profit or loss (‘FVTPL’), on the basis of its business model for
managing the financial assets and the contractual cash flow characteristics of the financial asset.
All financial assets (not measured subsequently at fair value through profit or loss) are recognised initially at fair value
plus transaction costs that are attributable to the acquisition of the financial asset.
For the purpose of subsequent measurement, financial assets are classified in two broad categories:
• Financial assets at fair value (FVTPL/FVTOCI)
• Financial assets at amortised cost
When assets are measured at fair value, gains and losses are either recognised in the consolidated statement of
profit and loss (i.e. fair value through profit or loss- FVTPL), or recognised in other comprehensive income (i.e. fair
value through other comprehensive income -FVTOCI).
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Financial Assets measured at amortised cost (net of write down for impairment, if any):
Financial assets are measured at amortised cost when asset is held within a business model, whose objective is
to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates
to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured
at amortised cost using the effective interest rate (EIR) method less impairment, if any. The losses arising from
impairment are recognised in the Consolidated statement of profit and loss.
Financial assets measured at Fair value through other comprehensive income (‘FVTOCI’):
Financial assets under this category are measured initially as well as at each reporting date at fair value, when asset
is held within a business model, whose objective is to hold assets for both collecting contractual cash flows and
selling financial assets. Fair value movements are recognized in the other comprehensive income.
Financial assets measured at fair value through profit or loss (‘FVTPL’):
Financial assets under this category are measured initially as well as at each reporting date at fair value with all
changes recognised in profit or loss. Financial assets that do not meet the amortised cost criteria or FVTOCI criteria
are measured at FVTPL.
Derecognition of Financial Assets:
A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired or the
Group has transferred its rights to receive cash flows from the asset.
Impairment of Financial Assets (Other than at Fair Value):
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the financial assets measured at amortised cost and FVTOCI debt instrument.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables which do
not contain a significant financing component.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognizes
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
Financial Liabilities:

Classification:
The Group classifies all financial liabilities as subsequently measured at amortised cost or FVTPL.
All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables, net of
directly attributable transaction costs.
Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative
financial instruments.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Interest bearing Loans and borrowings
are subsequently measured at amortised cost using the Effective Interest Rate (‘EIR’) method. Gains and Losses
are recognized in profit or loss when the liabilities are derecognized as well as through EIR amortization process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortization is included as finance costs in the Consolidated statement of Profit
& Loss.
Derecognition of Financial Liabilities:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the Consolidated Statement of Profit and Loss.
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Derivative Financial Instrument:
The Group uses derivative financial instruments, such as forward currency contracts to mitigate its foreign currency
risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative. Any changes therein are
generally recognised in the consolidated statement of profit and loss.
f. Inventories:
Raw materials and packing materials are valued at lower of cost and net realizable value, cost of which includes
duties and taxes - net of set offable GST/Custom Duty wherever applicable. Finished products including traded goods
and work-in-progress are valued at lower of cost and net realizable value. Cost is arrived on moving average basis.
The cost of inventories have been computed to include all cost of purchases, cost of conversion, standard overheads
and other related cost incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses necessary to make the sale.
Slow and non-moving material, product nearing expiry obsolesces defective inventory are fully provided for and
valued at net realizable value.
Goods and materials in transit are valued at actual cost incurred up to the reporting date.
Materials and other items held for use in production of inventories are not written down, if the finished products in
which they will be used are expected to be sold at or above cost.
g. Trade Receivables :
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of business. Trade receivables are recognised initially at the amount of consideration that is unconditional unless
they contain significant financing components, when they are recognised at fair value. The Group holds the trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at
amortised cost, less loss allowance.
h. Cash and Cash Equivalents :
Cash and Cash Equivalents comprise of cash on hand and cash at bank including fixed deposit/highly liquid
investments with original maturity period of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash
flows, cash and cash equivalent consists of cash and short-term deposits, as defined above, as they are considered
an integral part of the Group’s cash management
i. Cash Flow Statements :
Cash flows are reported using the indirect method, whereby net profit/(loss) before tax is adjusted for the effects of
transactions of a non-cash in nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flow from operating,
investing and financing activities of the Group is segregated.
j. Foreign Currency Transactions :
Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing on the date of
the transaction.
Monetary items, denominated in foreign currencies at the reporting date are re-measured at the exchange rate
prevailing on the reporting date. Non-monetary foreign currency items denominated in foreign currency are carried at
cost and not re-measured at the exchange rate prevailing as at reporting date.
Any income or expense on account of exchange difference either on settlement or on re-measurement is recognised
in the Consolidated statement of profit and loss.
In case of foreign operations whose functional currency is different from the Holding Company’s functional currency,
the assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon
acquisition, are translated to the reporting currency at exchange rates at the reporting date. The income and expenses
of such foreign operations are translated to the reporting currency at the average exchange rates prevailing during
the year. Resulting foreign currency differences are recognized in other comprehensive income/ (loss) and presented
within equity as part of FCTR. When a foreign operation is disposed of, in part or in full, the relevant amount in the
FCTR is reclassified to the Consolidated Statement of Profit and Loss as a part of gain or loss on disposal.
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k. Revenue Recognition :
The Group derives revenue primarily from sale of manufactured goods and traded goods.
The Group applied Indian Accounting Standard 115 (Ind AS 115) –‘Revenue from contracts with customers’ and
Revenue from the sale of goods is recognised – net of returns, discounts and rebates and taxes collected from
customers – if the following conditions are met:
• The significant risks and rewards of ownership of the goods have been transferred to the buyer.
• The Group retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold.
• The amount of revenue can be measured reliably.
• It is probable that the economic benefits associated with the transaction will flow to the Group.
• The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is recognised on satisfaction of performance obligation upon transfer of control of promised products to
customers in an amount that reflects the consideration the Group expects to receive in exchange for those products.
The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms
with the customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or
services to the customer and payment by the customer exceeds one year. As a consequence, it does not adjust any
of the transaction prices for the time value of money.
A receivable is recognised when the goods are delivered as this is the point in the time that the consideration is
unconditional because only the passage of time is required before the payment is done.
Dividend income is recognised when right to receive dividend is established. Interest income is recognised on time
proportion basis. Insurance and other claims are recognised as revenue on certainty of receipt on prudent basis.
Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there
is no uncertainty in receiving the same. Export benefit receivables are carried at net realisable value.
l. Employee Benefits of The Holding Company:
(i) Short term employee benefits
All employee benefits payable wholly within twelve months from reporting date are classified as short term employee
benefits. Benefits such as salaries, wages, short-term compensated absences, performance incentives and the
expected cost of bonus ex-gratia etc are recognised during the period in which the employee renders related service.
(ii) Defined benefit plans
Gratuity plan
The Holding Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible
employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation
or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment
with the Holding Company.
Liabilities with regard to Gratuity Plan are determined by actuarial valuation, Performed by an independent actuary,
at each balance sheet date using the Projected Unit Credit Method.
The Holding Company contributes all ascertained liabilities to the Group gratuity scheme with Life Insurance
Corporation of India as permitted by laws of India.
The retirement benefit obligations recognised in the balance sheet represents the present value of the defined
benefit obligations reduced by the fair value of scheme assets. Any assets resulting from this calculation is limited to
the present value of available refunds and reductions in future contributions to the scheme. The Group recognises
the net obligations of a defined benefit plan in its balance sheet as an asset or liability. Actuarial gains and losses
are recognised in full in the other comprehensive income for the period in which they occur. The effect of any plan
amendments are recognised in the statement of profit and loss.
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Compensated absences
The Holding Company has a policy on compensated absences which are both accumulating and non-accumulating
in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed
by an independent actuary at each balance sheet date using projected unit credit method.
Liabilities in respect of Compensated absences which are not expected to occur within twelve months after the end
of the period in which the employee renders the related services are recognised at the present value of the defined
benefit obligation at the balance sheet date.
Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.
(ii) Defined contribution plans
Contributions to defined contribution plans are recognised as expense when employees have rendered services
entitling them to such benefits. The Holding Company pays provident fund contributions to publicly administered
provident funds as per local regulations. The Holding Company has no further payment obligations once the
contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions
are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset
to the extent that a cash refund or a reduction in the future payments is available.
m. Employees Stock Options Plans (“ESOPs”) of The Holding Company:
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the
grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed
over the vesting period, based on the Holding Company’s estimate of equity instruments that will eventually vest,
with a corresponding increase in equity. The increase in equity recognized in connection with share based payment
transaction is presented as a separate component in Equity under “Employee Stock Options Outstanding Reserve”.
At the end of each reporting period, the Holding Company revises its estimate of the number of equity instruments
expected to vest. The impact of the revision of the original estimates, if any, is recognised in the statement of profit
or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the
Employee Stock Options Outstanding Reserve. The Holding Company recognises compensation expense relating to
share-based payments in net profit using fair-value in accordance with Ind AS 102, Share-Based Payment.
n. Trade and Other Payables:
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually paid as per the terms agreed. Trade and other
payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.
They are recognised initially at their fair value and subsequently measured at amortised cost.
o. Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished
or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss as other gains/(losses).
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a
long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes
payable on demand on the reporting date, the entity does not classify the liability as current, if the lenders agree,
after the reporting period and before the approval of the financial statements for issue, not to demand payment as a
consequence of the breach.
p. Borrowing Costs :
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset.
All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange
differences to the extent regarded as an adjustment to the borrowing costs.
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q. Lease :
The Group lease assets primarily consists of office premises which are generally cancellable and leasehold land.
The Group assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, The Group
assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease
and
(iii) the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short term leases) and leases of low value assets. For these short term and leases of low value assets, the Group
recognises the lease payments as an operating expense on a straight line basis over the term of the lease.
The right-of-use assets other than leasehold land are initially recognised at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease
plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses, if any. Leasehold land are stated at revalued amount. Right-of-use assets are
depreciated from the commencement / Revaluation date on a straight-line basis over the shorter of the lease term
and balance useful life of the underlying asset. Right-of-use assets are evaluated for recoverability whenever events
or changes in circumstances indicate that their carrying amounts may not be recoverable.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing
rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change
in an index or rate used to determine lease payments. The re-measurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and the lease payments have
been classified as financing cash flows.
r. Government Grant:
Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will
be received and the Group will comply with all the attached condition.
Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there
is no uncertainty in receiving the same.
s. Earnings Per Share:
Basic earnings per equity share is computed by dividing the net profit/(loss) attributable to the equity holders of the
Company by the weighted average number of equity shares outstanding during the period [including instruments
which are mandatorily convertible into equity shares (if any)]. Diluted earnings per equity share is computed by
dividing the net profit/(loss) attributable to the equity holders of the Company by the weighted average number
of equity shares considered for deriving basic earnings per equity share and also the weighted average number
of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive
potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair
value. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a
later date. Dilutive potential equity shares are determined independently for each period presented.
t. Income Taxes :
Income tax expense comprises current and deferred income tax.
Current Tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable of receivable in respect of prior periods. It is measured using tax rates and tax laws
that have been enacted by the balance sheet date.
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Current tax assets and liabilities are offset only if, the Group;
• Has a legally enforceable right to set off the recognized amounts; and
• Intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred Tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purpose.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable
that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the
recognised amounts and where it intends either to settle on a net basis, or to realise the assets and settle the liability
simultaneously.
Minimum Alternate Tax (‘MAT’) credit is recognised as deferred tax asset only when and to the extent there is convincing
evidence that the Group will pay normal income tax during the period for which the MAT credit can be carried forward
for set-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each Balance Sheet date
and written down to the extent the aforesaid convincing evidence no longer exists.
u. Provisions, contingent Liabilities, contingent assets and commitments:
Provision (legal and constructive) are recognized when the Group has a present obligation (legal and constructive) as
a result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect
of which a reliable estimate can be made. If effect of the time value of money is material, provisions are discounted
using an appropriate discount rate that reflects, when appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and
are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed
at each balance sheet date and adjusted to reflect the current best estimate.
Contingent liabilities are disclosed in the Notes to the Consolidated Financial Statements. Contingent liabilities are
disclosed for;
• A present obligation arising from past events, when it is not probable that an outflow of resources will be
required to settle the obligation;
• Present obligations arising from past events, when no reliable estimate is possible;
• A possible obligation arising from past events, unless the probability of outflow of resources is remote.
Contingent liabilities are not recognised but disclosed in the consolidated financial statements. Contingent assets are
neither recognised not disclosed in the financial statements.
Commitments includes the amount of purchase order(net of advances) issued to parties for completion of assets and
Non-cancellable operating lease.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
v. Fair value measurement :
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date in accordance
with IND AS 113. Financial Statements have been prepared on the historical cost basis except for the following
material items in the statement of financial position;
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• Derivative financial instruments, if any, are measured at fair value received from Bank.
• Employee Stock Option Plan (ESOP) at fair value as per Actuarial Valuation Report.
Fair value is the price that would be received to sell an asset or settle a liability in an ordinary transaction between
market participants at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
w. Exceptional Items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide
further understanding of the financial performance of the Group. These are material items of income or expense that
have to be shown separately due to the significance of their nature or amount.
x. Recent accounting pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On 31 March 2023, MCA amended the Companies
(Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment
Rules, 2023, applicable from 1 April 2023 as below:
Ind AS 1 – Presentation of Financial Statements
The amendments require companies to disclose their material accounting policies rather than their significant
accounting policies. Accounting policy information, together with other information, is material when it can reasonably
be expected to influence decisions of primary users of general-purpose financial statements. The Group does not
expect this amendment to have any significant impact in its financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition
of a change in accounting estimates has been replaced with a revised definition of accounting estimates. Under the
new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement
uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be
measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any
significant impact in its financial statements. The Group will evaluate these amendments to give effect as required by
law.
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Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning
obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS
12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal
taxable and deductible temporary differences. The Group is evaluating the impact, if any, in its financial statements.
8. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:
The preparation of Group’s consolidated financial statements in conformity with Ind AS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets,
liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual
results could differ from those estimates. Estimates and under lying assumptions are reviewed on an ongoing basis. Any
revision to accounting estimates is recognised prospectively in current and future periods.
Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost
may be capitalized. Useful life of tangible assets is based on the life prescribed in Schedule II of the Companies Act,
2013. Assumptions also need to be made, when the Group assesses, whether an asset may be capitalised and which
components of the cost of the asset may be capitalised.
b. Allowance for Inventories:
Management reviews the inventory age listing on a periodic basis. The review involves comparison of the carrying
value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an
allowance is required to be made in the financial statement for any obsolete and slow-moving items. Management is
satisfied that adequate allowance for obsolete and slow-moving inventories has been made in the Group’s financial
statements.
Management also reviews net realisable value for all its inventory and is satisfied that adequate allowance has been
made in the financial statements.
c. Intangible Assets :
Internal technical or user team assesses the remaining useful lives of Intangible assets. Management believes that
assigned useful lives are reasonable.
d. Recognition and measurement of defined benefit obligations :
The obligation arising from the defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The
discount rate is determined with reference to market yields at the end of the reporting period on the government
bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment
benefit obligations.
e. Recognition of deferred tax assets and income tax :
Deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference can be utilised. The management
assumes that taxable profits will be available while recognising deferred tax assets.
Management judgment is required for the calculation of provision for income taxes and deferred tax assets and
liabilities. The Group reviews at each balance sheet date the carrying amount of deferred tax assets. The factors
used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported
in the financial statements.
f. Recognition and measurement of other provisions :
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow
of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of
resources at a future date may, therefore, vary from the figure included in other provisions.
g. Contingencies :
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/
claim/litigations against group as it is not possible to predict the outcome of pending matters with accuracy.
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h. Allowance for uncollected accounts receivable and advances :
Trade receivables do not carry any interest and are stated at values as reduced by appropriate allowances for
estimated irrecoverable amounts. Individual trade receivables are written off when management considers them not
collectible. Impairment is made on the expected credit losses, which are the present value of the cash shortfall over
the expected life of the financial assets.
The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates.
Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past
history, existing market condition as well as forward looking estimates at the end of each reporting period.
i. Insurance Claims :
Insurance claims are recognised when the Group has reasonable certainty of recovery.
j. Impairment Reviews :
Impairment exists when the carrying value of an non-financial asset or cash generating unit (‘CGU’) exceeds its
recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The
value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions
are required to be made in respect of highly uncertain matters, including management’s expectations of growth in
EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.
141
9.1 PROPERTY, PLANT & EQUIPMENTS
Current Year ( ` in Lakhs)

As at Addition/ Deduction/ As at As at for the Deduction/ As at 31 March As at
01 April 2022 Adjust- Adjustment 31 March 2023 01 April 2022 Period Adjustment 2023 31 March 2023
ment
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)

Free Hold Land 3,919.02 - - 3,919.02 - - - - 3,919.02
Factory Building 5,362.64 388.63 - 5,751.27 1,431.75 273.73 - 1,705.48 4,045.79
Plant & Machinery 9,742.96 697.25 14.45 10,425.76 3,194.38 555.25 2.08 3,747.56 6,678.20
Furniture & Fixtures 301.25 46.97 - 348.22 195.48 27.28 - 222.77 125.45
Vehicles 131.08 18.83 - 149.91 125.47 4.15 - 129.62 20.29
Office Equipments 182.35 12.91 2.42 192.84 145.41 11.10 2.42 154.09 38.75
Electrical Installations 101.31 28.87 - 130.18 65.36 8.43 - 73.79 56.39
Laboratory Equipments 619.21 31.61 - 650.82 351.33 62.53 - 413.86 236.96
142
Computers 127.07 20.80 - 147.87 106.62 12.46 - 119.09 28.80
Total 20,486.90 1,245.87 16.87 21,715.90 5,615.82 954.93 4.50 6,566.25 15,150.02
Software 137.65 3.91 - 141.56 127.52 5.19 - 132.72 8.85
Total 137.65 3.91 - 141.56 127.52 5.19 - 132.72 8.85
Capital Work In Progress(Refer - - - - - - - - 160.58
C
note 9.7)
Total (A+B+C) 20,654.55 1,249.78 16.87 21,857.46 5,743.34 960.12 4.50 6,698.97 15,319.45
9.2 Previous Year ( ` in Lakhs)

01 April 2021 Adjust- Adjustment 31 March 2022 01 April 2021 Period Adjustment 31 March 2022 31 March 2022
ment
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)

Free Hold Land 4,739.81 896.54 1,717.33* 3,919.02 - - - - 3,919.02
Factory Building 5,021.33 341.31 - 5,362.64 1,169.38 262.37 - 1,431.75 3,930.89
Plant & Machinery 9,355.05 443.98 56.07 9,742.96 2,672.10 542.55 20.26 3,194.39 6,548.57
Furniture & Fixtures 300.78 0.47 - 301.25 170.51 24.98 - 195.49 105.76
Vehicles 131.08 - 131.08 122.78 2.69 - 125.47 5.61
Office Equipments 151.58 30.77 - 182.35 130.16 15.25 - 145.41 36.94

Electrical Installations 101.31 - 101.31 57.40 7.96 - 65.36 35.94
Laboratory Equipments 600.64 18.57 - 619.21 290.51 60.82 - 351.33 267.88
Computers 114.98 12.09 - 127.07 93.11 13.51 - 106.62 20.45
Total 20,516.56 1,743.73 1,773.40 20,486.89 4,705.95 930.13 20.26 5,615.82 14,871.08
Software 137.65 - - 137.65 114.90 12.63 - 127.52 10.13
C Total 137.65 - - 137.65 114.90 12.63 - 127.52 10.13
Capital Work In Progress(Refer note - - - - - - 234.68
143
9.7)
Total (A+B+C) 20,654.21 1,743.73 1,773.40 20,624.54 4,820.85 942.75 20.26 5,743.34 15,115.89
* includes ₹ 787.33 Lakhs. Refer note 9.6
9.3 The title deeds of the immovable properties transferred pursuant to the Scheme of Merger are yet to be transferred in the name of the Company.
9.4 Right of use assets

As at Addition/ Deduction/ As at As at for the Period Deduction/ As at As at
01 April 2022 Adjustment Adjustment 31 March 2023 01 April 2022 Adjustment 31 March 2023 31 March 2023
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
Lease Hold Land 1,244.61 .* - 1,244.61 22.07 21.80 - 43.87 1,200.74
Lease Hold Premises 826.18 - - 826.18 218.52 256.45 474.97 351.21
Total 2,070.80 - - 2,070.79 240.59 278.25 - 518.84 1,551.95
Refer note 9.5

Previous Year (` in lakhs)
01 April Adjustment Adjustment 31 March 01 April Period Adjustment 31 March 31 March
2021 2022 2021 2022 2022
(1) (2) (3) (4)= (1+2-3) (5) (6) (7) (8)=(5+6-7) (9) =(4-8)
Lease Hold Land 421.31 823.29 - 1,244.60 12.62 9.45 - 22.07 1,222.53
Lease Hold Premises 522.12 304.06 - 826.18 25.75 192.77 218.52 607.66
Total 943.43 1,127.35 - 2,070.78 38.37 202.22 - 240.59 1,830.19
* Refer note 9.5

9.5 During the previous year ended 31st March 2022 the Holding Company has revalued Land on 15 January 2022 as per the
valuation report by approved valuer and Net surplus of ₹ 35.96 Lakhs has been credited to Revaluation Surplus.

Property Revaluation Amt.
(` in lakhs)
Freehold Land (787.33)
Leasehold Land 823.29
Net Revaluation Gain 35.96
9.6 Details of the title deeds of certain factory building and leasehold land which are not in the name of the Company
are as under.
As on 31 March 2023
Relevant line Description Gross Title deeds Whether title Property held Reason for not
item in Balance of item of carrying value held in the deed holder since being held in
sheet property (` in lakhs) name of is promoter/ the name of
director or the company
relative/
employee of
promoter/
director
Property, Plant & Factory Building 111.80 The No 2007 by virtue of
Equipments Pharmaceutical Merger
Products of
India Limited
Property, Plant & Factory Building 14.68 The No 2007 by virtue of
Equipments Pharmaceutical Merger
Products of
India Limited
Right of use Leasehold Land 8.79 The No 2007 by virtue of
assets Pharmaceutical Merger
Products of
India Limited
Right of use Leasehold Land 446.62 The No 2007 by virtue of
assets Pharmaceutical Merger
Products of
India Limited
Non-Current Office Premises 196.54 The No 2007 by virtue of
Assets classified Pharmaceutical Merger
as held for sale Products of
India Limited
144
As on 31 March 2022
Relevant line Description Gross Title deeds held in the Whether title deed Property Reason for
item in Balance of item of carrying name of holder is promoter/ held since not being
sheet property value director or relative/ held in the
(` in lakhs) employee of name of the
promoter/director company
Property, Plant Factory 111.80 The Pharmaceutical No 2007 by virtue of
& Equipments Building Products of India Limited Merger
Property, Plant Factory 14.68 The Pharmaceutical No 2007 by virtue of
& Equipments Building Products of India Limited Merger
Right of use Leasehold 8.79 The Pharmaceutical No 2007 by virtue of
assets Land Products of India Limited Merger
Right of use Leasehold 446.62 The Pharmaceutical No 2007 by virtue of
assets Land Products of India Limited Merger
Non-Current Office 196.54 The Pharmaceutical No 2007 by virtue of
Assets classified Premises Products of India Limited Merger
as held for sale
9.7 Capital Work in Progress
(` in lakhs)
Amount in CWIP for a period of
Particulars Total
Projects in progress* 160.02 0.56 - - 160.58
160.02 0.56 - - 160.58
* Project execution plans are assessed on an annual basis and all the projects are executed as per rolling annual plan.
Ageing of Capital work-in-progress as on 31 March 2021 is as follows: (` in lakhs)
Amount in CWIP for a period of

Particulars Total
Projects in progress* 234.68 - - - 234.68
234.68 - - - 234.68
145
31 March 2023 31 March 2022
` in Lakhs ` in Lakhs
10 Non Current Investments
10.1 Investment in Equity Instruments
(i) In Subsidiary Companies - Unquoted (at cost/deemed cost)
Cantabaria Pharma S.L.
1000 (Pr. Yr. 1000) Shares of Euro 60 each of Cantabria Pharma SL,
Spain fully paid up - -
(ii) In Others - Unquoted ( Fair Value through Profit & Loss)
The Saraswat Co-op. Bank Ltd.
The Shamrao Vithal Co-op. Bank Ltd.
100 (Pr. Yr. 100)Equity Share of ` 25 each fully paid up 0.03 0.03
12,71,250 (Pr. Yr. 12,71,250) Equity Share of ` 10 each fully paid
up - -
(iii) In Others - Quoted ( Fair Value through Profit & Loss) Bank of
India
1,800 (Pr. Yr. 1,800)Equity Share of ` 10 each fully paid up 1.34 0.83
1.44 0.93
10.2 Aggregate carrying value of quoted investments 1.34 0.83

10.3 Aggregate market value of quoted investments 1.34 0.83
10.4 Aggregate carrying value of unquoted investments 0.10 0.10
10.5 Aggregate amount of impairment in value of investments - -
10.6 Details of investments at cost which has been fully provided for
diminution in the value in the earlier years:
Cantabaria Pharma S.L.
1000 (Pr. Yr. 1000) Shares of Euro 60 each of Cantabria Pharma SL, 381.28 381.28
Spain fully paid up
53.40 53.40
12,71,250 (Pr. Yr. 12,71,250) Equity Share of ` 10 each fully paid up
434.68 434.68
11 Non Current Financial Assets - Others
(Unsecured, consider good, unless otherwise stated)
-with original maturity of more than 12 months from balance sheet 41.75 39.72
date
Security Deposits 372.15 331.65
421.15 376.11
12 Deferred Tax Assets 550.00 563.19

MAT Credit Entitlement 550.00 563.19
13 Non Current Assets - Others

Capital Advances 130.50 48.11
130.50 48.11
14 Inventories
Raw Materials and Packing Materials 1,040.80 899.52
Work-in-Progress 553.07 751.61
Finished Goods (including in transit ₹ 95.05 Lakhs, Pr. Yr. ₹ 1,176.99
Lakhs) 164.08 2,631.25
Stock-in-Trade 419.48 666.81
Fuel 21.31 23.72
2,198.74 4,972.91
146
15 Trade Receivables 31 March 2023 31 March 2022

(Unsecured, considered good unless otherwise stated)
Trade receivables considered good 6,798.02 6,279.92
Trade receivables which have significant increase in credit risk 211.20 220.66
7,009.22 6,500.58
Break-up of Security details

(i) Trade receivables considered good - Secured - -
(ii) Trade receivables considered good - Unsecured 6,798.02 6,279.92
(iii) Trade receivables which have significant increase in credit risk 211.20 220.66
(iv) Trade receivables - Credit impaired - -
Total 7,009.22 6,500.58
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1-2 2-3 More than Total
Undisputed Trade receivables – 6,782.30 - - 15.72 - 6,798.02
considered good
Undisputed Trade Receivables – which - - 0.58 12.16 198.46 211.20
Undisputed Trade Receivables – credit - - - - - -
impaired
Disputed Trade Receivables – - - - - - -
considered good
Disputed Trade Receivables – which - - - - - -
Disputed Trade Receivables – credit - - - - - -
impaired
Total (a) 6,782.30 - 0.58 27.89 198.46 7,009.22
Allowance for doubtful trade receivable 211.20
Total (b) - - - - - 211.20
Total [(a)-(b)] 6,798.02
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1-2 2-3 More than Total
Undisputed Trade receivables – 6,261.21 7.26 6.05 0.03 5.37 6,279.92
considered good
Undisputed Trade Receivables – which 0.51 0.07 36.35 27.43 156.30 220.66
Undisputed Trade Receivables – credit - - - - - -
impaired
Disputed Trade Receivables – - - - - - -
considered good
Disputed Trade Receivables – which - - - - - -
Disputed Trade Receivables – credit - - - - - -
impaired
Total (a) 6,261.73 7.33 42.40 27.47 161.67 6,500.58
Allowance for doubtful trade receivable 220.66
Total (b) - - - - - 220.66
Total [(a)-(b)] 6,279.92
147
The carrying amounts of the trade receivables include receivables which are subject to factoring arrangement. Under this
arrangement, the Company has transferred the relevant receivables to the “Factor” in exchange for cash and is prevented from
selling or pledging the receivables. However, the Company has retained late payment and credit risk. The Company therefore
continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring
agreement is presented as secured borrowing. The Company considers the held to collect business model to remain appropriate
for these receivables and hence continues measuring them at amortised cost.
The relevant carrying amounts are as follows:
Total transferred receivables 782.22 347.12
Associated secured borrowing (Note 25) 671.48 286.37
16 Cash and Cash Equivalents
31 March 2023 31 March 2022
Balances with Banks:
- In Current Account 138.27 2,243.01
- In EEFC Account 5.31 4.90
Cash on Hand 5.85 4.71
149.43 2,252.62
17 Bank Balances other than Cash and Cash Equivalents
-with original maturity of more than 12 months (within 12 month from Balance 86.71 0.37
Sheet date)
In Deposit Accounts with Banks (Others)
243.75 278.64
18 Current Financial Assets - Others
Export Benefit Receivable 80.86 111.51
Net settlement gain receivable on Derivative Assets 1.47 -
87.25 114.75
19 Other Current Assets- Non Financial
Advances to Related Parties (Refer Note 60):
- Considered Doubtful 7,291.07 7,291.07
7,291.07 7,291.07
Less: Allowance for Doubtful Advances to related parties 7,291.07 7,291.07
- -
Advance to Employees:
231.09 206.50
Less: Allowance for Doubtful Advances to Employees 171.65 170.65
59.44 35.85
Advance to Suppliers other than Capital Advances
540.46 355.88
Less: Allowance for Doubtful Advances to Suppliers 175.74 175.74
364.72 180.14
Prepaid Expenses 211.13 196.95
Export Benefit Receivable - 128.06
Other receivable 200.00 100.00
Balance with Statutory/Government Authorities:
- VAT Receivable 49.62 49.62
- GST Receivable 1,854.90 2,534.50
2,738.81 3,225.11
148
20 Share Capital
31 March 2023 31 March 2022
Authorised
5,00,00,000 ( Pr. Yr. 5,00,00,000 Equity Shares of ` 10/- each ) Equity Shares of 5,000.00 5,000.00
` 10/- each
5,000.00 5,000.00
Issued
Subscribed and Paid-Up
Total Share Capital 3,270.55 3,266.55
20.1 Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year:

Number (` in Lakhs) Number (` in Lakhs)
Shares outstanding at the beginning of the year 3,26,65,498 3,266.55 2,50,15,117 2,501.51
Add: Preferential allotment of equity shares during the year - - 76,15,381 761.54
Add: Equity Shares allotted during the year against options
exercised under 'Employee Stock Options Plan 2016' 40,000 4.00 35,000 3.50
Shares outstanding at the end of the period 3,27,05,498 3,270.55 3,26,65,498 3,266.55
20.2 Terms/Rights attached to equity shares
The Company has only one class of equity shares with voting rights having a par value of ₹ 10 per share. The Company
declares & pays dividend in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the numbers of equity shares
held by the shareholders.
20.3 Outstanding Options to subscribe to equity shares
11,25,236 warrants of the face value of ₹ Nil have been allotted to the shareholders of Erstwhile PPIL as per the BIFR order.
The warrant holders have the right to subscribe to one equity share of ₹ 10/- each at the premium of ₹ 125/- per share which
is exercisable within five years from 27 June 2007, being the date of allotment of the warrants. Refer note 47a.
58,199 Zero Coupon Optionally Fully Convertible Debentures (OFCDs) of face value of ₹ 1,000/- each were allotted to the
lenders of erstwhile PPIL pursuant to the order dated 24 April 2007 of Hon’ble BIFR. OFCD were convertible between 1
November 2008 and 30 April 2012 into its equity shares at a price of ₹ 125/- and 67% of the three months average weekly
closing price prior to the date of exercise of such right. Refer note 48a.
20.4 Shares held by promoters as at 31 March 2022
Promoter name As at 31 March 2023 As at 31 March 2022

No. of % of % Change No. of % of % Change
shares holding during the shares holding during the
of total year of total year
shares shares
Kingsbury Investments Inc 30,24,000 9.25 - 30,24,000 9.26 -
Expert Chemicals (India) Pvt. Ltd. 1,00,05,561 30.59 - 1,00,05,561 30.63 -
Total promoters shares 1,30,29,561 39.84 - 1,30,29,561 39.89 -
outstanding
149
20.5 Details of equity shares held by each shareholders holding more than 5% equity shares
Name of Shareholder 31 March 2023 31 March 2022

No. of Shares % of holding No. of Shares % of holding
of total of total
shares shares
Kingsbury Investments Inc 30,24,000 9.25 30,24,000 9.26
Expert Chemicals (India) Pvt. Ltd. 1,00,05,561 30.59 1,00,05,561 30.63
Elizabeth Mathew 1,846,153 5.64 - -
As per records of the Company, including its register of shareholders/members and other declaration received from
shareholders/members regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
20.6 Equity Shares reserved for issuance:
No of Shares of FV ` 10 No of Shares of FV ` 10
Employee Stock Options Plan 2016 of the Company 8,78,464 9,53,464
Convertible warrants (Refer note 20.9) - 54,50,000
20.7 The Company has neither allotted any shares as fully paid up pursuant to contract without payment being received in cash
and by way of bonus shares nor bought back any shares during the period of five years preceding the date of this balance
sheet.
20.8 In the Extra-ordinary General Meeting of members held on 20 March 2021, the Company approved the issue and allotment
of 76,15,381 equity shares of ₹ 10 each on preferential basis to Non promoter group at issue price of ₹ 65 per share
(including premium of ₹ 55 per equity share) for a consideration of ₹ 49,49,99,765/-. The same have been alloted on 22
April 2021.’
20.9 In accordance with SEBI regulations, during the year ended 31 March 2022, with the approval of members by the Special
resolution in the Extra Ordinary General meeting held on 17 March 2022, the Board of Holding Compnay is entitled to issue
and allot 54,50,000 convertible share warrants to promoter group company on preferntial basis at issue price of ₹ 105 per
warrant. 25% of issue price to be received at the time of issue and allotment of warrants. 75% of issue price to be received
at the time of allotment of shares. Each warrant is convertible into 1 fully paid equity share of ₹ 10 each. Subsequently on
28th November 2022, Holding Company has withdrawn the aforesaid issue of convertible share warrants.
20.10 The Company is not a subsidiary company.
31 March 2023 31 March 2022
21 Other Equity
Capital Reserves 683.41 683.41
Securities Premium 10,223.82 10,208.81
Debenture Redemption Reserve 412.25 412.25
General Reserve 1,323.52 1,323.52
Employee Stock Option Outstanding 163.11 92.27
Revaluation Reserve 11.73 32.77
Retained Earnings (19,386.63) (18,373.12)
Exchange Fluctuation Reserve 16.62 11.56
Total other equity (6,552.16) (5,608.53)
22 Non-current Financial Liabilities - Borrowings

Term loans (Secured)
From Others (Rupee) - -
- -
150
22.1 Net debt reconciliation

This section sets out an analysis of debt and the movements in net debt for the current period (` in Lakhs)
Cash and cash equivalents 149.43 2,252.62
Current Borrowings (1,319.18) (1,320.63)
Current maturities of long term borrowings (5,094.61) (5,381.71)
Interest accrued (667.12) (237.10)
Unpaid dues (961.78) (739.87)
Other Current Financial Liability (3,413.49) (3,519.96)
Lease Liabilities (413.04) (657.95)
Net Debt (11,719.80) (9,604.60)
(` in Lakhs)
Particulars Cash and cash Liabiltiy from Total

equivalent financing activities
Cash outflows (2,103.19) 1,248.90 (854.29)
Revaluation of foreign currency borrowings - (225.92) (225.02)
Gain on extinguishment of loan liability (1,181.77) (1,182.68)
Closing balance as on 31 March 2023 149.43 (11,869.21) (11,719.80)
(` in Lakhs)
Particulars Cash and cash Liability from Total

equivalent financing activities
Cash outflows 1,252.50 6,093.89 7,346.40
Interest expenese for the year - (1,997.58) (1,997.58)
Revaluation of foreign currency borrowings - 8.00 8.00
Additional Lease liabilities (303.73) (303.73)
Gain on extinguishment of loan liability 7,636.76 7,636.76
Closing Balance as on 31 March 2022 2,252.62 (11,857.22) (9,604.60)
151
As at As at
22.2 Nature of Security Terms of Repayment
31 March 2023 31 March 2022
Term loan EARC -Edelweiss : The payment is due for 5,498.28 5,381.71
First pari passu charge on all the present and future repayment by September
fixed assets of the company excluding Tanuku plant 2023
& on all the present and future current assets of the
company including few brands of the company.
Second pari passu charges on all the present and
future fixed assets of the company, situated at Tanuku
plant.
Pledge of unencumbered shareholding in the company
held by Expert Chemicals (I) Private Limited &
Kingsbury Investment Inc. on pari passu basis.
Pledge of 1271250 shares of Bravo Healthcare ltd and
pledge of 5 shares of Wanbury Global FZE on pari
passu basis.
Corporate Guarantee of Experts Chemicals , Bravo
Healthcare, Wanbury Global FZE and Kingsbury
investments, Personal Guarantee of Mr. K Chandran,
director of the company.
Total Non-Current Borrowings 5,498.28 5,381.71
Less: Current Maturities of Long term Borrowings 5,094.61 5,381.71
(Refer Note 25)
Less: Interest Accrued (Refer Note 28) 403.67 -
Non-Current Borrowings (as per Balance Sheet) - -
31 March 2023 31 March 2022
23 Lease Liabilities Non Current
237.67 413.04
24 Non-Current Provisions
1,393.47 1,206.58
25 Current Financial Liabilities - Borrowings
(Secured unless otherwise stated)
Working Capital Loans repayable on demand (Secured) (Refer Note 25.1)
Factored Receivables (Refer Note 25.2 and 15)

From Others (Foreign Currency) 671.48 286.37
Loans repayable on demand (Unsecured) (Refer Note 48a)

From Others (Rupee) 20.31 20.31
Current maturities of:

Long Term Borrowings- Others (Secured) (Refer Note 22) 5,094.61 5,381.71
6,413.79 6,702.34
152
25.1 Above loans are secured by first pari-passu charge on current assets including few brands of the Company, second charge
on both present and future fixed assets of the company and Pledge of unencumbered shareholding in the company held
by Expert Chemicals (I) Private Limited & Kingsbury Investment Inc. and Pledge of 12,71,250 shares of Bravo Healthcare
ltd and pledge of 5 shares of Wanbury Global FZE on pari passu basis. Further there is Corporate Guarantee of Experts
Chemicals , Bravo Healthcare, Wanbury Global FZE and Kingsbury investments and Personal Guarantee of Mr. K
Chandran, director of the company.
25.2 Factoring facilities are secured by subservient (residual) charge on all present and future receivables, book debts,
outstandings, monies receivables, claims and bills of the company, which are now due and or which may be due at anytime
of its approved debtors and subservient charge on all present and future fixed asset and current assets of the company.
26 Current Financial Liabilities - Trade Payables

Total outstanding dues of micro enterprise and small enterprise (Refer Note 53) 31.45 8.33
Total outstanding dues of creditors other than micro enterprise and small enterprise 14,815.14 17,947.40
14,846.59 17,955.73
Less than 1 1-2 years 2-3 years More than 3
year years
(i) MSME 28.25 0.91 2.28 - 31.45
(ii) Others 14,665.53 54.57 44.14 50.90 14,815.14
Less than 1 1-2 years 2-3 years More than 3
year years
(i) MSME 5.14 0.91 2.28 - 8.33
(ii) Others 17,659.44 3.86 42.79 241.30 17,947.40
Refer Note 60 for Payables to Related Party

31 March 2023 31 March 2022
27 Lease Liabilities Current
175.36 244.91
153
28 Current Financial Liabilities - Others 31 March 2023 31 March 2022

(Unsecured unless otherwise stated)
Interest accrued but not due:
-Short Term Borrowings- Others (Secured) (Refer note 21) 403.67 -
-Debentures (Secured) 30.89 30.89
Interest accrued and due (Refer Note 28.5)
-Liability against Corporate Guarantee (Refer note 45) 107.80 88.73
-Dues of FCCB Holders 124.76 117.48
Unpaid Dues:
-FCCB Holders (Refer Note 28.5) 372.04 350.32
-Long Term Borrowings of erstwhile PPIL (Secured) (Refer Note 28.3 & 68.02 68.02
28.4)
-Matured Zero Coupon Non Convertible Redeemable Debentures (NCD) 133.04 133.04
(Secured) (Refer Note 28.1 & 28.4)
-Optionally Fully Convertible Debentures (OFCD) (Secured) (Refer Note 388.68 188.49
28.2 & 28.4)
Other Payables:
- Capital Creditors 19.94 24.69
- Others 15.95 15.41
(Includes Inland bills payable, stale cheques, dues of PPIL etc)
- Security Deposit 306.50 307.50
- Liability against Corporate Guarantees issued (Refer note 45) 3,413.49 3,519.96
- Redeemable preference shares (4,511 Preference Shares of Euro 1000 2,666.20 2,666.20
each)
8,050.99 7,510.73
28.1 The NCD are to be secured by a pari passu charge on the fixed assets of the erstwhile PPIL. The NCD comprises of Part A
of ₹ 60 and Part B of ₹ 40 which were redeemable at par at the end of two years and three years respectively from 01 May
2007. The Company had redeemed Part A of ₹ 60 relating to 1,49,709 NCD’s in the earlier years. NCD’s amounting to ₹
69.67 Lakhs (Pr. Yr. ₹ 69.67 Lakhs) and ₹ 63.37 Lakhs (Pr. Yr. ₹ 63.37 Lakhs) was due for repayment on 01 May 2009
and 01 May 2010 respectively. Refer Note 48a.
28.2 The OFCD are to be secured by a pari passu charge on the fixed assets of erstwhile PPIL situated at Plot No 24 at Tarapur
and fixed assets at Mazgaon. OFCD were convertible between 01 November, 2008 and 30 April, 2012 into equity shares
at a price being higher of ₹ 125/- and 67% of the three months average weekly closing price prior to the date of exercise
of such right amounting to ₹ 194.12 Lakhs (Pr. Yr. ₹ 94.11 Lakhs) and ₹ 194.56 Lakhs (Pr. Yr. ₹ 94.38 Lakhs) was due for
repayment on 30 April 2010 and 30 April 2011 respectively. Refer Note 48a.
28.3 Term loans of erstwhile PPIL amounting to ₹ 68.02 Lakhs (Pr. Yr. ₹ 68.02 Lakhs) are secured by a pari-passu first charge
on its fixed assets of erstwhile PPIL.
28.4 The said dues were payable as per Merger Cum Revival Scheme approved by the BIFR vide its order dated 24 April, 2007.
Refer Note 48a.
28.5 There is delay in repayment of
(i) amount payable to FCCB Holders aggregating to ₹ 372.04 Lakhs (Pr. Yr. ₹ 350.32 Lakhs) ranging from 1 to 3994
days (Pr. Yr. 1 to 3629 days).
(ii) interest on FCCB aggregating to ₹ 124.76 (Pr. Yr. ₹ 117.48 Lakhs) ranging from 1 to 4293 days (Pr. Yr. 1 to 3928
days).
(iii) interest on Liability against Corporate guarantee to ₹ 107.80 Lakhs (Pr. Yr. ₹ 88.73 Lakhs) by 1 to 1432 days (Pr. Yr.
1 to 1067 days)
154
31 March 2023 31 March 2022

29 Other Current Liabilities
Advance received from customers* 928.32 1,492.67
Statutory Dues Payable 393.05 399.85
Salary and other employee benefits payable 810.34 1,205.51
2,131.71 3,098.03
* Refer note 57 for advance received from related party
30 Current Provisions
Bonus Provision 118.36 130.52
267.80 296.90
31 Current Tax Liabilities (Net)
Provision for Income Tax (Net of Payment) (Refer Note 52) 151.26 168.63
151.26 168.63
32 Revenue From Operation
Sale of products:
- Finished Goods 43,499.42 44,321.88
- Traded Goods 6,318.09 6,401.67
Other Operating Revenue:
- Export Incentive 86.91 56.88
- Sale of Scrap 60.27 338.14
49,964.69 51,118.57
33 Other Income
Interest on Bank Deposits 18.48 49.90
Other Interest 23.09 17.03
Insurance Claim 2.69 9.82
Amounts written back 34.13 32.06
Miscellaneous Income 12.41 41.98
Gain on Measurement of Equity Instrument at Fair Value 0.52 -
91.32 150.79
34 Cost of Materials Consumed
Raw Materials & Packing Materials Consumed 25,748.13 30,493.43

25,748.13 30,493.43
35 Changes in Inventories of Finished Goods,Work-in-Progress
and Stock-in-Trade
Inventories at the beginning of the period
- Finished Goods 2,631.25 995.19
(A) 4,049.67 1,571.04
Inventories at the end of the period
- Finished Goods 164.08 2,631.25
(B) 1,136.63 4,049.67
Changes in Inventories
- Finished Goods 2,467.17 (1,636.05)
- Work-in-Progress 198.54 (486.33)
- Stock-in-Trade 247.34 (356.23)
Total changes in Inventories of Finished Goods, Work-in-Progress (A-B) 2,913.04 (2,478.63)
and Stock-in-Trade
155
36 Employee Benefits Expense 31 March 2023 31 March 2022

Salaries, Wages, Bonus and Allowances 7,230.72 6,640.06
Contribution to Provident and Other Funds 546.41 558.27
Expense on Employee Stock Option Scheme 85.84 71.10
Staff Welfare Expenses 237.21 211.56
8,100.18 7,480.99
37 Finance Cost
Interest expense 2,139.36 2,061.08
2,139.36 2,061.08
38 Depreciation and amortization expense (Refer Note 9)
Depreciation on property, plant and equipment 955.01 930.13
Depreciation on right-of-use assets 278.25 202.22
Amortisation on intangible assets 5.19 12.63
1,238.45 1,144.98
39 Other Expenses
Advertisement & Sales Promotional Expenses 509.02 674.65
Travelling & Conveyance 732.64 509.73
Power & Fuel 2,058.68 1,840.97
Allowances/(Reversals) for Doubtful debts (Net) (9.46) (236.46)
Amounts Written Off - 387.20
Breakages & Expiry 117.17 324.28
Carriage Outward 1,217.48 1,974.27
Legal & Professional Charges 1,197.95 1,140.38
Commission On Sales 397.63 470.38
Consumption of Stores, Spares & Consumables 557.91 558.44
Rent 76.72 151.80
Exchange Difference (Net) 67.05 45.33
Loss on Measurement of Equity Instrument at Fair Value - 0.40
Repairs to Plant & Machineries 301.48 418.14
Repairs to Buildings 71.35 108.22
Repairs- Others 212.11 181.15
Rates & Taxes 97.89 40.75
Licence Fees 125.49 109.10
Insurance 126.37 105.97
Loss on sale/discard of Property, Plant & Equipments (Net) 6.12 63.05
Sales Tax & Service Tax 2.62 11.58
Miscellaneous Expenses 1,421.15 1,319.67
9,288.37 10,077.48
156
40. Earnings per Share (EPS):

The numerator and denominator used to calculate Basic and Diluted Earnings Per Share:

Basic and Diluted Earnings Per Share:
Profit/ (loss) after tax & before exceptional items, attributable to Equity (A) (980.21) 510.63
Add: Dilutive effect on profit (₹ in Lakhs) (B) - -
Profit/ (loss) after tax & before exceptional items, attributable to Equity (C=A+B) (980.21) 510.63
Profit/ (loss) after tax & exceptional items , attributable to Equity (D) (1,039.58) 8,147.39
Add: Dilutive effect on profit (₹ in Lakhs) (E) - -
Profit/ (loss) after tax & exceptional items , attributable to Equity (F=D+E) (1,039.58) 8,147.39
Weighted Average Number of Equity Shares outstanding-for Basic EPS (G) 3,26,92,156 3,22,15,791
Add: Dilutive effect of Employee Stock Options* (H) - 96,845
-Number of Equity Shares
Weighted Average Number of Equity Shares for Diluted EPS (I=G+H) 3,26,92,156 3,23,12,636
Face Value per Equity Share (₹) 10 10
Basic Earnings/ (Loss) Per Share, before exceptional items (₹) (A/G) (3.00) 1.59
Diluted Earnings/ (Loss) Per Share, before exceptional items (₹) (C/I) (3.00) 1.58
Basic Earnings/ (Loss) Per Share, after exceptional items (₹) (D/G) (3.18) 25.29
Diluted Earnings/ (Loss) Per Share, after exceptional items (₹) (F/I) (3.18) 25.21
* During the year ended 31 March 2023, since there is loss, potential equity shares are not considered as dilutive and hence
Diluted EPS is same as Basic EPS.
41. Consolidated Financial Statements present the consolidated accounts of Wanbury Limited (“The Holding Company” or “the
Company”) and the following Subsidiaries (collectively referred to as “The Group”)
Name of the Company Country of % of voting power and beneficial ownership as at

Incorporation 31 March 2023 31 March 2022
Wanbury Holding B.V. Netherland 100% 100%
Ningxia Wanbury Fine Chemicals Company Limited China 100% 100%
Wanbury Global FZE UAE 100% 100%
Accounts of the above subsidiary companies are for the period from 01 April 2022 to 31 March 2023 and are incorporated in
the Consolidated Financial Statements. Financial statement and other financial information of aforesaid subsidiaries have been
audited by other auditors.
Cantabria Pharma S. L. (CP), a wholly owned subsidiary of Wanbury Holding B. V., had filed for voluntary insolvency in the
Commercial Court of Madrid, Spain on 04 November 2013. As per the order of Commercial Court of Madrid, Spain, the Receiver
has taken the control of CP on 26 February 2014.
Consequent to the appointment of Receiver on 26 February 2014, Wanbury Holding BV ceased to have control over its wholly
owned subsidiary, Cantabria Pharma S.L., Spain and wholly owned step down subsidiary Laboratories Wanbury S.L., Spain.
Accordingly, effect of desubsidarization had already been given and, in respect of investment in and amounts recoverable from
aforesaid subsidiaries have already been fully provided for in the Consolidated Financial Statements for the period ended 30
September 2014.
42. Commitments:
a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances ₹
486.09 Lakhs (Pr.Yr. ₹ 113.54 Lakhs)
b) Other Commitments – Non Cancellable Operating Lease (Refer Note 59)
157
43. Contingent Liabilities:
(` in Lakhs)
Sr. No. Particulars 31 March 2023 31 March 2022
a) Contract of take out undertaking executed in favour of bank/financial 30,409.60 28,635.14
institution for loans given to step down subsidiary-Cantabaria Pharma (Euro 340.00 Lakhs) (Euro 340.00 Lakhs)
SL. Amount Payable at the year end for undertaking as above. (Refer 19,501.74 18,135.58
note 45) (Euro 218.04 Lakhs) (Euro 215.33 Lakhs)
b) Disputed demands by Sales Tax Authorities. 3,015.23 3,015.23
c) Disputed demands by Service Tax Authorities. 113.61 144.61
Amount paid under protest and shown as advance. 11.00 12.87
d) Disputed demands by Excise Authorities. - 20.03
e) Disputed demand by National Pharmaceutical Pricing Authority 190.58 190.58
(NPPA)
f) Claims against the Group not acknowledged as debts. 50,907.05 40,834.22
g) Custom Duty on import under Advance License Scheme, pending 3,025.57 2,389.43
fulfillment of Exports obligation.
The management considers the Service Tax, Excise Duty, Custom Duty, Sales Tax, GST etc demand received from the authorities
and demand received from NPPA are not tenable against the Group, and therefore no provision for these contingencies has been
made. Further, in respect of aforesaid matters, the Group does not expect to have any material adverse effect on the Groups’s
financial conditions, results of operations or cash flows. Future cash flows in respect of liability under clause (a) is dependent
on terms agreed upon with the parties and in respect of liability under clause (b) to (g) are dependent on decisions by relevant
authorities of respective disputes.
Code of Social Security,2020
The new Code on Social Security, 2020 (Code) has been enacted, which could impact the contributions by the Group towards
Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules are yet
to be framed. The Group will complete its evaluation and will give appropriate impact in its financial statements in the period in
which the Code becomes effective and the related rules are published.
44. a. Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V.,pursuant to
the Preference Share Subscription Agreement dated 07 December 2006. Pursuant to the said agreement, Exim
Bank has exercised Put Option vide letter dated 08 November 2011 and The Holding Company is required to pay
USD 60 Lakhs (Pr. Yr. USD 60 Lakhs) equivalent to ₹ 4,930.20 Lakhs (Pr. Yr. ₹ 4,547.55 Lakhs) to acquire aforesaid
preference shares, against which the Holding Company has made provision of approximately 20%.
The said dues are part of the CDR Scheme.
Pursuant to Exim Bank letter dated 27 September 2021, the aforesaid liability has been settled under One Time
Settlement(OTS) at USD 12 Lakhs (Pr. Yr. USD 12 Lakhs) equivalent to ₹ 986.04 Lakhs (Pr. Yr. ₹ 909.51 lakhs).
Further, vide letter dated 3 July 2023, Exim Bank has approved extension of time for repayment upto 30 September
2023.
The Holding Company has been providing interest at the stipulated rate on the outstanding amount.
b. State Bank of India, London filed legal proceedings dated 28 February 2017, demanding repayment of Euro 38.23
Lakhs (Pr. Yr. Euro 38.23 Lakhs) equivalent to ₹ 3,419.39 Lakhs (Pr. Yr. ₹ 3,219.73 Lakhs) together with interest till
the date of repayment by the Holding Company in terms of Guarantee & Loan agreement dated 27 September 2007
vide which aforesaid credit facilities was granted to Cantabria Pharma S L, the step down subsidiary of the Holding
Company.
State Bank of India, London vide compromise settlement letter dated 01 Feb 2018 approved the settlement of their
dues at 20% in respect of loan availed by Cantabria Pharma SL.
Further, vide letter dated 16 June 2023, State Bank of India, London, has approved extension of tume for repayment
upto 31 December 2023.
The Holding Company has been providing interest at the stipulated rate on the outstanding amount.
158
45. The Holding Company expects to settle Corporate Guarantee liability of Cantabria Pharma SL & Wanbury Holding B.V.
(Refer note 43 & 44), at approximately ₹ 3,413.49 Lakhs (Pr. Yr. ₹ 3,519.96 Lakhs) excluding interest thereon, if any, and
the same is shown under “Current Financial Liabilities- Others”.
During the previous year ended 31 March 2022, considering the above OTS & Compromise Settelement letter from the
lenders, during the year, ₹ 1,011.74 lakhs has been recognised as gain on extinguishment of financial liability & shown the
same under exceptional items.(Refer Note 46)
46. Details of Exceptional items are as under:
(` in lakhs)
Gain on receipt of balance consideration of brand sale during F.Y. 2019-20 313.00 #
Gain on extinguishment of financial liabilities
- Trade payables 385.13 26
- Other current financial liabilities- employee benefits payable 424.26 29
Loss due to increase in financial liability of
- EARCL (981.58) 49
- OFCD (200.19) 48
Total of exceptional item (59.38)
# Received Balance Purchase Consideration aggregating to Rs 313 Lakhs towards transfer of trademark, Copy rights, Know
how as per asset transfer agreement (ATA) dated 10 Oct 2019. Further, the same is shown as exceptional item in the FS
For year ended 31 March 2022
(` in lakhs)
Gain on extingushment of financial liabilities
- EARCL 6,875.03 49
- Provision for Corporate Gurrantee 1,011.74 45
Loss due to increase in financial liability of NCD & OFCD (250.00) 48
Total of exceptional item 7,636.76
47. Segment Reporting
A. Basis for Segmentation :
The operations of the Group is limited to one segment viz. Pharmaceutical and related products. The products being sold
under this segment are of similar nature and comprises of pharmaceutical products only.
The Chief Operating Decision Maker reviews the internal management reports prepared based on an aggregation of
financial information on a periodic basis.
There are no material operations in subsidiary companies.
B. Geographic information :
i. Revenue from external customers
Particulars Year ended 31 March 2023 Year ended 31 March 2022

Within India 19,836.30 20,436.16
Outside India 29,981.20 30,287.39
ii. Non-Current assets
(other than financial instruments and deferred tax assets)
None of the non-current assets (other than financial assets) are located outside India.
C. Major Customer :
None of the customer account for 10% or more of its total revenue.
48. a. Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Holding Company, pursuant to
the Order dated 24 April 2007, passed by Hon’ble Board for Industrial and Financial Reconstruction (BIFR).
The Hon’ble Supreme Court vide its order dated 16 May 2008, had set aside the above referred BIFR order and
remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special
Provisions) Act, 1985 (SICA), in response to a petition filed by one of the unsecured creditors of erstwhile PPIL.
159
The BIFR had directed IDBI Bank, which was appointed as an Operating Agency, to formulate new Draft Rehabilitation
Scheme (DRS) pursuant to the Order of Hon’ble Supreme Court of India dated 16 May 2008. In the meanwhile, the
Holding Company had sought legal opinion and the Holding Company was advised to maintain status quo ante with
respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR
Order.
In view of the above, the Holding Company had maintained a status quo in the past. However, all actions taken by
the Holding Company pursuant to the sanctioned scheme were kept subject to and without prejudice to the order
that may be passed by the BIFR while considering the case afresh pursuant to the directions of the Hon’ble Supreme
Court in its order dated 16 May 2008.
As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax ₹ 250.36 Lakhs,
profession tax ₹ 6.06 Lakhs, custom duty ₹ 230 Lakhs, sales tax ₹ 8.50 Lakhs and excise duty ₹ 15.62 Lakhs were
required to be paid in six annual installments and remains payable at the period end.
Further, the Holding Company had pursuant to the scheme, allotted Non Convertible Debentures (NCDs) of ₹
242.50 Lakhs and Optionally Fully Convertible Debentures (OFCDs) of ₹ 581.99 Lakhs, to some of the lenders of
erstwhile PPIL, out of which dues amounting to ₹ 152.67 Lakhs and ₹ 581.99 Lakhs in respect of NCD’s and OFCD’s
respectively, which remains payable till the year ended 31 March 2021.
During the previous year 31 March 2022, the Holding Company had Provided for Additional Liability of ₹ 100 Lakhs
and ₹ 150 Lakhs for NCDs and OFCDs respectively. Further,during the year, the Holding Company has sold some of
the land & building of erstwhile PPIL and the sales proceeds have been utilized towards partial repayment of NCDs
and OFCDs of ₹ 119.63 Lakhs and ₹ 543.50 Lakhs respectively. Hence, ₹ 133.04 Lakhs and ₹ 188.49 Lakhs in
respect of NCDs and OFCDs respectively, remains payable as on 31 March 2022.
During the year 31 March 2023, the Holding Company had provided for additional liability of ₹ 200.19 Lakhs for
OFCD’s. Hence ₹ 133.04 Lakhs and ₹ 388.68 Lakhs in respect of NCD’s and OFCD’s respectively remains payable
as on 31 March 2023.
Since BIFR was considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues were not paid.
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. 01 December 2016, and as a consequence thereof, BIFR and AAIFR stood dissolved
w.e.f. 01 December 2016. Simultaneously, in terms of Section 252 of Insolvency & Bankruptcy Code (“IBC 2016”),
the government amended Section 4(b) of the said repeal act in the manner specified in the Eighth Schedule of IBC
2016, resulting in the abatement of all pending proceedings including pending merger scheme before BIFR.
In view of the foregoing developments, the management is currently considering various other options 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 in pursuance and as a sequel of the erstwhile merger scheme
sanctioned by BIFR vide order dated 24 April 2007.
b. Assets held for sale:
As per the scheme of rehabilitation and merger approved by BIFR, erstwhile PPIL is required to sell office premises
at Saki Naka, Mumbai and R & D premises at Turbhe, Navi Mumbai in settlement of part dues of secured and
unsecured payables mentioned in the aforesaid scheme. Consequently, the said assets are classified as held for
sale and measured at lower of carrying cost and fair value less cost to sell. The Holding Company is not charging any
depreciation on assets held for sale.
During the previous year ended 31 March 2022, the Holding Company had sold Building at Turbhe, Navi Mumbai and
sales proceeds have been used for partial repayment of NCD & OFCD as mentioned above in the Note No. 48a.
The Holding Company is committed to the plan of sale of assets and is in search of suitable buyers for assets held
for sale.
Details of the assets held for sale are as under:
(` in Lakhs)
Description 31 March 2023 31 March 2022
Office Premises 196.54 196.54
Total 196.54 196.54
160
49. During the year ended 31 March 2017, SBI and SBM had sold its loan exposure and have assigned all the rights, title and
interests in financial assistance on the Holding Company to Edelweiss Asset Reconstruction Company Limited(EARCL) at
an agreed value.
Further, during the previous year ended 31 March 2022, Union Bank of India and Exim Bank vide letter dated 1 December
2021 and 7 December 2021 respectively assigned all the rights, title and interests in financial assistance on the Holding
Company to EARCL at agreed value.
Pursuant to the settlement arrangement letter dated 13 December 2021, EARCL had agreed final settlement amount of ₹
8,500 lakhs. Major part of the settlement amount was paid and interest had been provided at stipulated rates. Consequently
` 6,875.02 lakhs was recognized as gain on extinguishment of financial liability and shown under “Exceptional Item”.
During the year ended 31 March 2023 EARCL has agreed for the Revised Settlement amount to be payable within the
stipulated time. Consequently ` 981.58 Lakhs has been recognised as loss on settlement of financial liability and shown
under “Exceptional Item”.
50. The balances of trade receivables, trade payables, loans and advances are subject to confirmation/reconciliation and
adjustments, if any.
51. Details of dues to Micro and Small Enterprises as defined under “Micro, Small & Medium Enterprises Development
Act, 2006” :
This information has been determined to the extent such parties have been identified on the basis of information available
with the Holding Company.
(` in Lakhs)
a) The principal amount and the interest due thereon remaining unpaid to any supplier as
at the end of each accounting year
Principal 138.16 4.72
Interest 3.68 1.28
b) The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Nil Nil
Medium Enterprises Development Act 2006, along with the amounts of the payment
made to the supplier beyond the appointed day during each accounting year.
c) The amount of interest due and payable for the period of delay in making payment (which Nil Nil
has been paid but beyond the appointed day during the year) but without adding the
interest specified under Micro, Small and Medium Enterprises Development Act 2006.
d) The amount of interest accrued and remaining unpaid at the end of each accounting 19.20 3.59
year.
e) The amount of further interest remaining due and payable even in the succeeding years, 19.20 3.59
until such date when the interest dues as above are actually paid to the small enterprise
for the purpose of disallowance as a deductible expenditure under Section 23 of the
Micro, Small and Medium Enterprises Development Act 2006.
52. Income Tax
Income tax (expense)/benefit recognised in the income statement consist of the following:
A. Current Tax :
Income tax (expense)/benefits recognised in the statement of profit and loss consist of the following:
(` in Lakhs)
Current tax on profit for the year - -
Adjustment for current tax of prior periods - -
Total Current Tax Expenses - -
Deferred tax expense / (benefits) - -
MAT Credit Entitlement
Origination and reversal of timing difference 10.90 (34.62)
Total Deferred Tax expenses 10.90 (34.62)
Income tax expense for the year recognised in the statement of profit & 10.90 (34.62)
loss.
161
B. Reconciliation of Effective Tax Rate:
For the year ended 31 March 2023:
The Group has incurred loss during the year ended 31 March 2023. Since there is book loss as well as tax loss and
hence no tax is payable as per provision of Income Tax Act, 1961. Therefore, calculation of effective tax rate is not
relevant and hence not given.
For the previous year ended 31 March 2022:
Reconciliation of the Group’s effective tax rate is as under:
(` in Lakhs)
Particulars 31 March 2022
Accounting profit before income taxes 8,112.77
Enacted tax rate in India (%) 34.94%
Computed expected tax expenses 2,834.60
Effect of income considered separately 21.87
Tax effect of income which is chargeable at a different rate (7.29)
Effect of Income exempt from tax (Exceptional item) (2,668.59)
Effect of non deductible expenses 112.21
Effect of Reversal of provision for doubtful debts / advances (232.29)
Effect of tax benefits on unabsorbed depreciation (60.84)
Income Tax expenses (0.00)
Effective Tax rate 0%
C. Deferred Tax Assets & (Liabilities):
(` in Lakhs)
Deferred Tax Liabilities (1,798.55) (6,386.97)
Deferred Tax Assets (restricted to deferred tax liabilities above) 1,798.55 6,386.97
MAT credit entitlement 550.00 563.19
Deferred tax assets/ (liabilities) 550.00 563.19
The tax effects of significant temporary difference that resulted in deferred tax assets & liabilities and a description of
these difference is given below:
(` in Lakhs)

Deferred Tax Liabilities
Property, Plant and Equipment 1,798.55 1,698.84
Borrowing at amortised cost - 4,688.13
Total Deferred Tax Liabilities 1,798.55 6,386.97
Deferred Tax Assets
Employee Benefit Expenses 49.58 525.32
Provision for Doubtful Debts/Receivable 2,701.50 2,848.77
Unabsorbed depreciation 526.09 249.06
Bank Guarantee Invoked 1,192.67 1,229.88
Expenses deductible on payment basis 169.42 4,378.32
IND-AS Adjustments - 332.38
Total Deferred Tax Assets 4,639.27 9,563.73
Total Deferred Tax Assets Restricted to 1,798.55 6,386.97
53. No Managerial Remuneration has been paid during the current year ended 31 March 2023 and previous year ended 31
March 2022. As per the Companies Act, 2013 and Rules made thereunder and Schedule V, Mr K. Chandran, WTD of the
Holding Company is not eligible for any remuneration and hence no remuneration is paid to him during the year under
review.
162
54. Details of Auditors Remuneration:
(` in Lakhs)
Statutory Auditors Remuneration :
- Audit Fees 12.50 12.50
- Certification & Other Matters 6.50 6.86
- Out of Pocket Expenses 0.62 0.39
Cost Auditors Remuneration :
- Cost Auditor Fees 1.75 1.75
Note: Above figures are exclusive of GST, wherever applicable.
55. Employee Benefits
As required by Ind AS 19 “Employees Benefits” the disclosures are as under:
Defined Contribution Plans
The Holding Company offers its employees defined contribution plans in the form of Provident Fund (PF) and Employees’
Pension Scheme (EPS) with the Government, and certain State plans such as Employees’ State Insurance (ESI), PF
and EPS cover substantially all regular employees and the ESI covers certain employees. Contributions are made to
the Government’s funds. While both the employees and the Holding Company pay predetermined contributions into the
provident fund and the ESI Scheme, contributions into the pension fund is made only by the Holding Company. The
contributions are normally based on a certain proportion of the employee’s salary.
During the year, the Group has contributed and recognised the following amounts as expenses in the statement of profit
and loss:
(` in Lakhs)
Provident Fund, Employee’s Pension Scheme and MLWF 350.12 323.11
Employees State Insurance 28.75 22.52
Super Annuation Fund - 1.06
TOTAL 378.87 346.69
Defined Benefit Plans
Gratuity: Under the gratuity plan, the eligible employees are entitled to post -retirement benefit at the rate of 15 days salary
for each year of service until the retirement or resignation with a payment ceiling of ₹ 20 lakhs. The Holding Company
makes annual contributions to Employees’ Group Gratuity-cum Life Assurance (Cash Accumulation) Scheme of LIC, a
funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees as under:
i) On normal retirement / early retirement / withdrawal / resignation:
As per the provisions of Payments of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On the death in service:
As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.
Disclosures for defined benefit plans i.e. Gratuity (Funded Plan), based on actuarial reports are as under:
(` in Lakhs)
(i) Changes in Defined Benefit Obligation
Opening defined benefit obligation 933.32 1,003.26
Interest cost 63.24 49.67
Actuarial loss / (gain)
Benefit (paid) (15.63) (52.41)
Closing defined benefit obligation 1,043.18 933.32
163
(ii) Changes in Value of Plan Assets

Opening value of plan assets 27.05 25.29
Interest Income 3.29 0.99
Return on plan assets excluding amounts included in
Interest Income (7.51) 0.77
Contributions by employer 5.99 4.45
Benefits (paid) (2.56) (4.45)
Closing value of plan assets 26.27 27.05
(iii) Amount recognised in the Balance Sheet
Present value of funded obligations as at year end 1,043.18 933.32
Fair value of the plan assets as at year end (26.27) (27.05)
Net (asset) / liability recognised as at the year end 1,016.91 906.27
Expenses recognised in the Statement of Profit
(iv) and Loss
Net Interest cost 59.95 48.68
Expenses recognised in the Statement of Other
Comprehensive Income
Net actuarial loss/(gain) recognised in the current year (7.32) (110.98)
Return on plan assets excluding amounts included in
Interest Income 7.51 (0.77)
(v) Asset information
Policy of Insurance 100% 100%
(vi) Principal actuarial assumptions used
Discount rate (p.a.) 7.45% 6.95%
Salary growth rate (p.a.) 7.50% 7.50%
Withdrawal rate (p.a.) 5% at all ages 5% at all ages
Rate of return on plan assets(p.a.) 7.45% 6.95%
Mortality rate Based on Indian Assured Based on Indian Assured
Lives Mortality Lives Mortality
2012-14 Table 2012-14 Table
Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation.
Following is the amount of defined benefit obligation that would have been if there is a certain change in assumption as indicated
below:
(` in Lakhs)

Increase Decrease Increase Decrease
Discount rate (1% movement) 964.04 1,133.58 859.55 1,018.01
Salary growth rate (1% movement) 1,117.90 972.54 1,002.42 869.08
Withdrawal rate (10% movement) 1,044.24 1,041.90 933.12 933.25
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is
unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Although the analysis does not take into account full distribution of cash flows expected under the plan, it does provide an
approximation of sensitivity of assumptions. The estimate of future increase in compensation levels, considered in the actuarial
valuation, have been taken on account of inflation, seniority, promotion and other relevant factors such as supply and demand
in the employment market.
The expected contribution for Defined Benefit Plan for the next financial year will be in line with current financial year.
The Average outstanding terms of obligations (years) as at valuation date is 8.86 years (Pr.Yr. 8.69 years).
164
Death Benefit:
The Holding Company provides for death benefit, a defined benefit plan, (the death benefit plan) to certain categories of
employees. The death benefit plan provides a lump sum payment to vested employees on death, being compensation received
from the insurance company and restricted to limits set forth in the said plan. The death benefit plan is non – funded.
Leave Encashment:
The Holding Company’s employees are entitled for compensated absences which are allowed to be accumulated and encashed
as per the Holding Company’s rule. The liability of compensated absences, which is non-funded, has been provided based on
report of independent actuary using the “Projected Unit Credit Method”.
Accordingly aggregate of ₹ 516.52 Lakhs (Pr. Yr. ₹ 457.23 Lakhs) being liability as at the year end for compensated absences
as per actuarial valuation has been provided in the accounts.
The Actuary has outlined the following risks associated with the plans:
A. Actuarial Risk:
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an
increase in Obligation at a rate that is higher than expected.
Variability in mortality rates:
If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier
than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an
actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
If actual mortality rates are higher than assumed mortality rate assumption than the leave benefit will be paid earlier
than expected. The acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the
assumed salary growth and discount rate.
Variability in withdrawal rates:
If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid
earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
If actual withdrawal rates are higher than assumed withdrawal rate assumption than the leave benefit will be paid earlier
than expected. The impact of this will depend on the relative values of the assumed salary growth and discount rate.
Variability in availment rates: If actual availment rates are higher than assumed availment rate assumption then leave
balances will be utilised earlier than expected. This will result in reduction in leave balances and Obligation.
B. Investment Risk:
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the
fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future
discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in
the discount rate during the inter-valuation period.
C. Liquidity Risk:
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If
some of such employees resign/retire from the Holding Company there can be strain on the cashflows.
D. Market Risk:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One
actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An
increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption
depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in
the yields as at the valuation date.
E. Legislative Risk:
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/
regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits
to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be
recognised immediately in the year when any such amendment is effective
56. Employees Stock Options Plan (‘ESOP’)
The Holding Company has established an Employee Stock Options Plan 2016 (‘WANBURY ESOP – 2016’) which was
approved by the shareholders vide their resolution dated 29 September 2016. The options issued under the above scheme
vest in phased manner. Each option entitles an employee to subscribe to one equity share of the Holding Company at an
exercise price of ₹ 10 per share.
165
The options will be vested over a period of five years subject to continuous employment with the Holding Company and the
fulfillment of performance parameters.
Particulars 31 March 2023 (FV ₹ 10) 31 March 2022 (FV ₹ 10)

Options outstanding as at the beginning of the Year 7,80,000 2,05,000
Add: Options granted during the Year 50,000 7,10,000
Less: Options lapsed during the Year 3,35,000 1,00,000
Less: Options Exercised during the Year 40,000 35,000
Options outstanding as at the End of the year 4,55,000 7,80,000
The Compensation cost of stock options granted to employees is measured by the fair value method and is amortised over the
vesting period. The fair value is determined using black scholes option pricing model.
Details of the options granted under ‘WANBURY ESOP-2016’ are as under:
No. of Options 1,00,000 1,50,000 4,10,000 3,00,000 50,000
Exercise price ₹ 10 ₹ 10 ₹ 10 ₹ 10 ₹ 10
Weighted average fair ₹ 39.89 ₹ 28.78 ₹ 72.28 ₹ 90.91 ₹ 63.26
value of options
Vesting Period Graded vesting Graded vesting Graded vesting Graded vesting Graded vesting
from 30 May 2018 from 12 Sept 2020 from 20 Oct 2022 from 20 Oct 2022 from 10 Aug 2023
to 30 May 2022 to 11 Sept 2024 to 19 Oct 2026 to 19 Oct 2026 to 10 Aug 2025
Exercise Period 2 Years from 2 Years from 2 Years from 2 Years from 2 Years from
Vesting Vesting Vesting Vesting Vesting
Price of the underlying ₹ 47 ₹ 36.15 ₹ 79.80 ₹ 98.60 ₹ 75.35
share in the market at the
time of grant of option
The key assumptions used for calculating fair value are as under:
Expected life of the option Between Between Between Between Between
2 to 6 years 2 to 6 years 2 to 6 years 2 to 6 years 2 to 6 years
Dividend yield 0% 0% 0% 0% 0%
Expected volatility 48.92% 45.74% 44.24% 45.70% 44.92%
Risk free rate of return 6.9% 3.85% to 6.25% 3.85% to 6.25% 4.75% to 6.40% 6.50% to 6.95%
Attrition rate 0% 0% 0% 0% 0%
57. Disclosure for leases under Ind AS 116 - “Leases”:

The Group has taken various/few premises on lease. Rental contracts are made from 12 months to 60 months and
are renewable by mutual consent on mutually agreeable terms. Some of these lease agreements have price escalation
clauses. There are no restriction imposed by lease agreements and there are no sub leases. There are no contingent rents.
The Group has adopted Ind AS 116 effective from 01 April 2019, using the modified retrospective method.
Right-of-use assets is depreciated on a straight-line basis over the shorter of the lease term and useful life of the asset.
166
(i) Amounts recognized in Balance Sheet
(` in Lakhs)
Cost:
As on 01 April 2022 1,244.60 826.18 2,070.78-
Additions - - -
Disposal - -
As on 01 April 2022 22.07 218.52 240.59
Disposals - - -
As on 31 March 2022 43.87 474.97 518.83
(` in Lakhs)
Cost:
As on 01 April 2021 421.31 522.12 943.43
Additions - 304.06 304.06
Disposal/Adjustment for revluation 823.29 - 823.29
As on 01 April 2021 12.62 25.75 38.37
Disposal - - -
The aggregate depreciation expense on ROU asset is included under depreciation and amortisation expense in the statement
of Profit and Loss.
Following is the breakup of current and non-current lease liabilities:
(` in Lakhs)
Lease Liability:
Non Current 237.67 413.04
Current 175.36 244.91
Total 413.03 657.95
The movement in Lease liabilities is as follows:
(` in Lakhs)
At the beginning of the year 657.95 513.65
Additions during the year - 304.06
Finance charge for the year 54.84 63.50
Payment of Lease liability (299.76) (223.26)
At the end of year 413.03 657.95
The below details regarding contractual maturities of lease liabilities of non-cancellable contractual commitments on undiscounted
basis:
(` in Lakhs)
Not later than one year 206.84 299.76
Later than one year but not later than five years 260.06 466.90
Later than five years - -
Total 466.90 766.66
167
(ii) Amounts recognised in the statement of Profit & Loss

Following are the expenses recognised in statement of Profit and loss for the year ended 31 March 2023:
(` in Lakhs)

Depreciation charge of Right to use Assets:
- Land 21.80 9.45
- Premises 256.45 192.77
Interest expense on lease liabilities 54.84 63.50
For cancellable leases, the Group recognises the lease payments as an operating expense in the Statement of Profit and Loss
on a straight line basis over the term of lease. During the year ended 31 March 2023, the Group has recognised lease rental of
₹ 76.72 Lakhs (Pr. Yr. ₹ 151.80 Lakhs) in the Statement of Consolidated Profit and Loss as “Rent” under Note 39.
58. Disclosure required by regulation 53(f) of SEBI (Listing Obligations and Disclosure Requirements, 2015):
Interest free Advances to:
(` in Lakhs)
Particulars Outstanding as on Maximum Balance Outstanding

31 March 2023* during the period
Bravo Healthcare Ltd. 6,071.74 6,071.74
(Pr. Yr. 6,071.74) (Pr. Yr. 6,071.74)
Cantabria Pharma S. L. - a subsidiary company 1,219.33 1,219.33
(Pr. Yr. 1,219.33) (Pr. Yr. 1,219.33)
*Full Provision for the recovery has been made.
58. Related Party Disclosure:
A. Relationship:
Category I: Entity having significant influence over the Holding Company:
- Expert Chemicals (India) Pvt. Ltd.
Category II: Subsidiary Companies:
- Cantabria Pharma S. L. (Spain) (Under Liquidation)
Category III:Directors, Key Management Personnel and their relatives:

- Mr. K. Chandran-Vice Chairman and Executive Director
- Mr. Vinod Verma – Chief Financial Officer
- Mr. Jitendra Gandhi – Company Secretary
- Mr. N.K.Puri – Non-Executive Independent Director
- Ms. Pallavi Shedge - Non-Executive Independent Woman Director
- Mr. Binod Chandra Maharana – Non-Executive Independent Director upto 16 March 2023
- Dr Manisha Juvekar - Non-Executive Independent Woman Director upto 16 March 2023
- Ms. Anupama Vaidya – Non-Executive Independent Woman Director upto 16 March 2023
Category IV: Enterprise over which persons covered under Category III above are able to exercise significant
control:
- Wanbury Infotech Private Limited
- Bravo Healthcare Limited
- Wanbury Pharma Limited
168
B. Transactions carried out with related parties:
(` in Lakhs)
Sr. No. Transactions Category 31 March 2023 31 March 2022

1) Information Technology Services taken:
Wanbury Infotech Pvt. Ltd. IV 156.00 156.00
2) Key Management Compensation:
a) Short Term Employee Benefits III 207.83 199.50
Share Based Payments III 0.40 2.86
Post-Employment Benefits III 8.45 4.34
b) Sitting fees to Non-Executive Directors
Mr. N.K.Puri III 7.00 8.25
Mr. S.K.Bhattacharya III Nil 5.25
Ms. Pallavi Shedge III 7.00 8.25
Mr. Binod Chandra Maharana III 1.75 8.25
Dr. Manisha Juvekar III 7.00 8.25
Ms. Anupama Vaidya III 7.00 1.25
4) Repayment of advances received:
Expert Chemicals (India) Pvt. Ltd I 1,430.63 Nil
C. Balances due from/to related parties:
(` in Lakhs)
Sr. No. Particulars Category 31 March 2023 31 March 2022
1) Advances given:
2) Advances received:
3) Provision for doubtful advances:
4) Trade Payable-Others:
Wanbury Infotech Pvt. Ltd. IV - 146.09
5) For Investments and impairment in value of investments:(Refer Note 10.6)
6) For corporate guarantee given by the Holding Company:(Refer Note 44(a) & 45)
7) For guarantee issued on behalf of the Holding Company: (Refer Note 22.2 & 25.1)
59. During the year, the Group has incurred losses and Group’s net-worth is negative. Its current liabilities far exceeds its
current assets and one of the lender has filed application with Mumbai Debt Recovery Tribunal for the recovery of dues.
The Holding Company has infused funds in the past and initiated various measures, including restructuring and realigning
of debts/business. As part of overall debt resolution plan, the Holding Company is in final stage of raising funds from an
Alternative Investment Fund and the proceeds will be utilised in repayment of debts/dues. Consequently, in the opinion of
the management, operations of the Group will continue without interruption. Hence, financial statements are prepared on
a “going concern” basis.
60. Capital Management
The primary objective of the Group’s capital management is to maximise shareholder value.
The capital structure of the Group is based on the management’s judgement of its strategic and day-to-day needs with a
focus on total equity so as to maintain investor, creditors and market confidence.
The Group has initiated various measures, including restructuring of debts and infusion of funds etc.
During the previous year ended 31 March 2022, the Board of Directors of Holding company at their meeting held on
22 April 2021 allotted 76,15,381 Equity Shares of face value ₹ 10/- each at an issue price of ₹ 65/- per equity share
(including premium of ₹ 55/- per equity share) aggregating to ₹ 4,950 Lakhs. Further, during the previous year, the Holding
Company had sold some of its Land & Building agreegating to ₹ 1069.57 lakhs. Proceeds from the same had been utilised
in repayment/settlement of existing debts.
169
For the purpose of the Group’s capital management, the Group monitors Net Debts and Equity.
Equity includes all components of equity i.e. paid up equity capital, share premium and all other equity reserves attributable
to the equity holders.
Net Debt includes all liabilities i.e. interest bearing loans and borrowings, trade payables, provisions and other liabilities
less cash and cash equivalents.
Details of the Equity and Net Debts are as under:
(` in Lakhs)
Equity Share Capital 3,270.55 3,266.55
Other Equity (6,552.16) (5,608.53)
Total Equity (3,281.61) (2,341.98)
Debt(including all other liabilities) 33,668.65 37,596.88
Less: Cash and Cash Equivalents 149.43 2,252.62
Net Debt (including all other liabilities) 33,519.22 35,344.26
61. Financial Instrument – Fair values and risk management
A. Category of Financial Instruments
(` in Lakhs)
31 March 2023 31 March 2022
Particulars
FVTPL Amortised Cost FVTPL Amortised Cost
Financial Assets
Investment in equity instruments 1.44 0.93
Security deposits given - 372.15 - 331.65
Trade Receivables - 6,798.02 - 6,279.92
Cash and cash equivalents - 149.43 - 2,252.62
Bank balances other than Cash and cash equivalents - 243.75 - 278.64
Other financial assets 136.23 159.21
Total Financial Assets 1.44 7,699.58 0.93 9,302.04
Borrowings - 7,375.57 - 7,442.22
Lease Liability - 413.04 - 657.95
Interest accrued on borrowings - 559.32 - 148.37
Trade payables - 14,846.59 - 17,955.73
Capital creditors - 19.94 - 24.69
Security deposits received - 306.50 - 307.50
Other financial liabilities - 6,203.44 - 6,290.30
Total Financial Liabilities - 29,724.39 - 32,826.76
B. Fair Value Measurements
Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value the Group has classified its
financial instruments into the three levels prescribed under the Indian Accounting Standard. An explanation of each level is as
follows -
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in active markets or identical assets and
liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market (like forward contracts) is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value as instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This
is the case for unlisted equity securities etc. included in level 3.
Valuation techniques used to determine fair value
The fair value of the quoted investment is determined using traded quoted bid prices in an active market. The fair value of
unquoted investments is determined using inputs other than quoted prices included in level 1 that are observable for assets and
liabilities.
170
(` in Lakhs)
Financial Assets and Liabilities measured at fair value 31 March 2023 31 March 2022
Level Level
1 2 3 1 2 3
Financial Assets
Recurring fair value measurements
Investment in equity instruments 1.34 - 0.10 0.83 - 0.10
Total financial assets 1.34 - 0.10 0.83 - 0.10
Recurring fair value measurements - - - - - -
Total Financial liabilities - - - - - -
C. Financial Risk Management
The Group has exposure to following risks arising from financial instruments:
 Credit Risk
• Trade Receivables
• Other Financial Instruments
 Liquidity Risk
 Market Risk
• Currency Risk
• Interest Rate Risk
• Price Risk
i. Risk Management Framework
The Group’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework. Management is responsible for developing and monitoring the Group’s risk management policies, under the
guidance of Audit Committee.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training
and management standards and procedures, aims to maintain a disciplined and constructive control environment in which
all employees understand their roles and obligations.
The Group’s Audit committee oversees how management monitors compliance with the Group’s risk management policies
and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
The Audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc
reviews of risk management controls and procedures, the results of which are reported to the Audit committee.
ii. Credit Risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and
from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(a) Trade Receivables
Customer credit risk is managed by the Group subject to established policy, procedures and control relating to customer
credit risk management. Trade receivables are mainly from wholesalers, non-interest bearing and are generally on 7 days
to 120 days credit term. Credit limits are established for all customers based on internal rating criteria and any deviation
in credit limit require approval of Directors. Outstanding customer receivables are regularly monitored. The Group has no
concentration of credit risk as the customer base is widely distributed both economically and geographically.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation
is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class
of financial assets. The Group does not hold collateral as security. The Group evaluates the concentration of risk with
respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent
markets. Trade receivables do not contain any significant financing component and hence, the Group recognises life time
expected credit loss based on simplified approach.
171
Expected Credit Loss on Trade Receivable under simplified approach
(` in Lakhs)
Balance as at the beginning of the year 220.66 457.12
Additional provision charged to statement of Profit and Loss during the year - 2.36
Utilised during the year (9.46) (238.82)
Balance as at the end of the year 211.20 220.66
(b) Other Financial Instruments
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks or
financial institutions with high credit rating assigned by credit rating agencies. For other financial assets, The Group
assesses and manages the credit risk internally. The Group considers the probability of default upon initial recognition and
assess whether there has been a significant increase in credit risk subsequently based in the historical losses and forward
looking supportable information. Based on general approach, if there is a significant increase in credit risk of a financial
asset since its initial recognition The Group recognises life time expected credit loss otherwise 12 months expected credit
loss is recognised.
Expected Credit Loss on Corporate Guarantee Contracts and Financial Assets other than Trade Receivables (based on
general approach)
(` in Lakhs)
Balance as at the beginning of the year 3,427.66 6,345.74
Additional provision charged to statement of 1.00 26.86
Profit and Loss during the year (106.47) (1,482.15)
Utilised/Reversal during the year
Balance as at the end of the year 3,322.19 3,427.66
iii. Liquidity Risk
Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without
incurring unacceptable losses. The Group’s objective is to maintain optimum level of liquidity at all times, to meet its cash
and collateral requirements. The Group closely monitors its liquidity position and deploys a robust cash management
system. It maintains adequate sources of financing including bilateral loans, debt etc. at an optimised cost. Working capital
requirements are adequately addressed by internally generated and borrowed funds.
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest
date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that
interest flows are at floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting
period.
(` in Lakhs)
Particulars As at 31 March 2023
Carrying Cash Outflow
Lease Liabilities 413.03 206.84 260.06 - 466.90
Trade payables and Capital Creditors 14,866.53 14,866.53 - - 14,866.53
Total 29,417.89 29,211.70 260.06 - 29,471.76
(` in Lakhs)
As at 31 March 2022
Particulars Carrying Cash Outflow
Lease Liabilities 657.95 299.76 466.90 - 766.66
Trade payables and other Payables 17,980.42 17,980.42 - - 17,980.42
Total 33,724.75 33,366.56 466.90 - 33,833.46
172
iv. Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return. Financial instruments
affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
The Group’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange
rates and interest rates. The Holding Company uses derivative financial instruments such as foreign exchange contracts
to manage its exposures to foreign exchange fluctuations. All such transactions are carried out within the guidelines set by
the risk management committee.
The analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit
obligations, provisions and on the non financial assets and liabilities.
a. Currency Risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases and borrowings are denominated and the functional currency of the Group.
The currencies in which these transactions are primarily denominated are US dollars (US $), Pound (GBP) and Euro.
As the share of exports to total sales made by Holding Company is considerable, same is partly hedge through natural
hedging via raw material imports. Further management exercise close monitoring of currency fluctuations.
During the previous year ended 31 March 2022 the Group had not entered into any forward exchange contract.
During the year ended 31 March 2023, the Group has entered into forward exchange contract, being derivative instrument
to mitigate foreign currency risk, to establish the amount of currency in India Rupees required or avaibale at the settlement
date of certain payables and receivables
Details of the forward contract outstanding at the year end are as under
Currency Buy or Sell Cross Currency Amount in US $

US $ Sell INR 31 March 2023 31 March 2022
10 Lakhs -
Foreign Currency Risk Exposures:
The foreign currency exposures that have not been mitigated by a derivative instrument or otherwise are as below:
` in Lakhs
Particulars Foreign Currency Amount in Lakhs
Currency 31 March 2023 31 March 2022 31 March 2023 31 March 2022
Amount receivable EURO 13.71 14.93 1,226.27 1,257.38
US $ 55.17 59.38 4,533.62 4,500.52
CNY - 0.04 - 0.48
THB 0.02 - 0.05 -
Amount payable EURO 40.35 44.65 3,608.74 3,760.75
US $ 32.47 32.22 2,668.14 2,442.10
Sensitivity:
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments
The following table details the Group’s sensitivity to 1% increase and decrease in the exchange rate between the Indian
Rupee and respective currencies. A positive number below indicates an increase in profit/ decrease in losses and negative
number indicates decrease in profit/ increase in losses:
1% strengthening in INR ₹ in Lakhs 1% weakening in INR ₹ in Lakhs

Particulars
31 March 2023 31 March 2022 31 March 2023 31 March 2022
EURO 23.82 25.03 (23.82) (25.03)
US $ (18.65) (20.58) 18.65 20.58
173
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
Majority of borrowings of the Group are at fixed interest rate and are carried at amortised cost. They are therefore not
subject to interest rate risks, since neither the carrying amount nor the future cash flows will fluctuate because off a change
(c) Price risk
The Group is exposed to equity price risks arising from equity investments. However, there is no material impact of the
sensitivity.
62. Revenue (Ind AS 115)
The operations of the Group are limited to only one segment viz. pharmaceuticals and related products. Revenue from contract
with customers is from sale of manufactured/traded goods. Sale of goods are made at a point in time and revenue is recognised
upon satisfaction of the performance obligations which is typically upon dispatch / delivery. The Group has a credit evaluation
policy based on which the credit limits for the trade receivables are established. The credit period provided by The Group is not
significant, hence there is no significant financing component.
Disaggregation of Revenue
(` in Lakhs)
Primary geographical market:
- India 19,836.30 20,436.16
- Outside India 29,981.20 30,287.39
Timing of the revenue recognition:
- Goods transferred at a point in time 49,817.50 50,723.56
- Services transferred over time -
Variable components such as discounts and rebates continue to be recognised as deduction from revenue in compliance with
Ind AS 115.
(` in Lakhs)
Revenue Break – up 31 March 2023 31 March 2022
Revenue as per contracted price 50,777.52 51,061.77
Adjusted for:
- Sales returns (815.86) (212.12)
- Discounts / Rebates/Schemes (141.19) (125.82)
- Others (2.97) (0.21)
Net Revenue 49,817.50 50,723.56
63. Analytical Ratio
Ratio Numerator Denominator As at 31 As at 31 % Variance

March 2023 March 2022
Current Ratio (in times) Total current assets Total current liabilities 0.38 0.48 73.42
Debt-Equity Ratio (in Total Debt (incl Lease) Total equity @ @ -
times)
Debt Service Coverage Earning for debt Debt + Interest 0.76 1.47 21.52
Ratio Service(After exceptional
(in times) items)
Return on Equity(%) Profit for the year after Average Equity $ $ -
tax(Before exceptional
items)
Inventory Turnover Ratio Cost of goods sold Average Inventory 8.44 8.05 (32.49)
(in times)
Trade receivables turnover Revenue from Operations Average Trade 7.64 10.51 14.16
ratio (in times) receivables
Trade payables turnover Purchases Average Trade payable 1.68 2.16 9.18
ratio (in times)
174
Net capital turnover ratio Revenue from Operations Net Working Capital # # -
(in times)
Net profit ratio (%) Profit for the year after Revenue from (1.96%) 1.00% 131.10
tax(Before exceptional Operations
items)
Return on capital Profit before tax and Capital employed(Net 10.10% 20.83% (50.08)
employed (ROCE) (%) finance cost but before worth+lease
exceptional items liability+Deffered tax
liabilities)
Return on investment Income generated from Avg Invested funds Nil Nil Nil
Invested funds
@ Ratio is not calculated as the equity value is negative.
$ Ratio is not calculated as the average equity value is negative.
# Ratio is not calculated as the net working capital is negative.
Explanation where variance in ratios is more than 25%
Debt-Service Coverage ratio:
Current period ratio is lower due to lower EBITDA mainly due to loss and Exceptional items (refer note 46) as against previous
year ratio better due to improved profitability and exceptional items(Refer note 46).
Trade receivables turnover ratio:
Current period ratio is lower due to increased average receivable.
Net profit ratio:
Current period ratio is lower due to lower sales and low profitability.
Return on Capital employed:
Current year ratio is lower due to Loss and further decrease in earnings. As against, previous year ratio was better due to better
gross margins.
64. Disclosure of Transactions With Struck Off Companies:
The Group did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the year.
65. The Group has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.
66. During the year, there are no transaction/details to report against the following disclosure requirements as notified by MCA
pursuant to amended Schedule III:
a. Crypto Currency or Virtual Currency
b. Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
c. Registration of charges or satisfaction with Registrar of Companies
d. Undisclosed Income
e. Relating to borrowed funds:
i. Discrepancy in utilisation of borrowings
ii. Borrowings from banks and financial institutions for the specific purpose
175
67. Disclosure of borrowings obtained on the basis of security of current assets:
The Holding Company has been sanctioned working capital borrowing of ₹ 892 Lakhs comprising of ₹ 589 Lakhs fund
based and ₹ 303 Lakhs non-fund based from banks on the basis of security of current assets. The Holding Company has
filed quarterly returns or statements with banks in lieu of the sanctioned working capital facilities. Discrepancies with the
books of accounts are as set out below.
(` In lakhs)
Quarter Name of the Particulars of As per Books Amount as per Quarterly Amount of
bank securities provided of Accounts Return & Statements Difference
(Reason #)
June, 2022 IDBI Bank and Inventory 4,112.52 4,611.69 (499.17)
Axis Bank
IDBI Bank and Trade receivables 7,812.11 7,342.50 469.61
Axis Bank
September, 2022 IDBI Bank and Inventory 3,283.14 3,915.16 (632.02)
Axis Bank Trade receivables 9396.14 8,354.69 1,041.45
December, 2022 IDBI Bank and Inventory 2,852.79 2,892.74 (39.95)
Axis Bank
March, 2023 IDBI Bank and Inventory 2,198.74 2,174.32 24.42
Axis Bank Trade receivables 6,798.02 6,046.28 751.74
# The quarterly statements submitted to banks were prepared and filed before the completion of all the financial statement
closure activities including IndAS related adjustments/reclassifications & regrouping as applicable, which led to these
differences between the final books of accounts and the quarterly statements submitted to banks based on provisional
books of accounts
68. Compliance with approved Scheme(s) of Arrangements:
The Group has not entered into any Scheme of Arrangements in terms of sections 230 to 237 of the Companies Act, 2013
which has accounting impact on current or previous financial year.
69. Utilisation of borrowed funds and share premium:
A. During the year, the Group has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B. During the year, the Group has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
176
70. CSR Expenditure:
Sr. Particulars 31 March 2023 31 March 2022

No.
i. Amount required to be spent by the Group during the year Nil Nil
ii. Amount of expenditure incurred
iii. Excess/(Shortfall) for the financial year [(ii) – (i)] Nil Nil
iv. Total of previous year excess / (shortfall) Nil Nil
v. Reason for shortfall, if any MCA vide notification dated 22 January 2021 laid down
provisions for mandatory spend of required CSR contribution
applicable for the year ended 31 March 2021 onwards.
The calculation of Average net profit under section 198 for
the three immediately preceding financial years is negative.
The Company is not under obligation to make any CSR
contribution for the FY 2022-23 and FY 2021-22, resultant
there is no shortfall/excess. Thus the shortfall/excess for
financial year ended 31 March 2023 and 31 March 2022 is
Nil.
No related party transactions in relation to CSR expenditure has taken place in current year as well as in previous year.
71. The Holding Company is facing some challenges on raw material availability mainly due to working capital constraints.
The current supplier arrangement and fund availability ensures material availability sufficient to cater only to the plants
at Tanuku and Patalganga which being USFDA & EUGMP approved facilities, fetch better realisation of API produced.
However, the Holding Company has shut the operations at Tarapur plant. However, the Holding Company is maintaining
facilities to keep it ready for restart once material availability is re-established. Management is exploring various business
opportunities for productive use of Tarapur plant.
72. Additional information as required by Part III of the General Instructions for Preparation of Consolidated Financial
Statements to Schedule III to the Companies Act, 2013
As at 31 March 2023:
Net assets Share of profit Share of other Share of total

Particulars i.e. total assets minus Comprehensive income Comprehensive income
total liabilities
As % of total ` As % of total ` As % of total ` As % of total `
in Lakhs in Lakhs in Lakhs in Lakhs
Parent
Wanbury Limited 22.13 (725.92) 100 (1,039.59) 49.91 5.04 100.49 (1,034.54)
Foreign Subsidiary
Wanbury Holdings B.V 77.95 (2,558.10) - - - - - -
Ningxia Wanbury Fine Chemicals @ (0.12) - - - - - -
Company Limited
Wanbury Global FZE (0.08) 2.53 - - - - - -
Exchange differences on - - - - 50.09 5.05 (0.49) 5.05
translation of foreign operations
Total 100.00 (3,281.61) 100.00 (1,039.59) 100.00 10.09 100.00 (1,029.49)
@ 0.004
177
As at 31 March 2022:
Net assets Share of profit Share of other Share of total

Particulars i.e. total assets minus Comprehensive income Comprehensive income
total liabilities
As % of total ` As % of total ` As % of total ` As % of total `
in Lakhs in Lakhs in Lakhs in Lakhs
Parent
Wanbury Limited (9.34) 218.77 100.00 8,147.39 101.73 112.31 100.02 8,259.70
Foreign Subsidiary
Wanbury Holdings B.V 109.44 (2,563.25) - - - - - -
Ningxia Wanbury Fine Chemicals @ (0.12) - - - - - -
Company Limited
Wanbury Global FZE (0.11) 2.64 - - - - - -
Exchange differences on - - - - (1.73) (1.91) (0.02) (1.91)
translation of foreign operations
Total 100.00 (2,341.96) 100.00 8,147.39 100.00 110.39 100.00 8,257.79
@ 0.005
The above figures are after eliminating intra group transactions and intra group balances.
73. Previous Year’s figures have been regrouped/ reclassified wherever necessary, to confirm to current year’s classification.
(DIN: 00005868) (DIN : 08356412)
Rasesh V. Parekh
Partner
Mumbai, 7 July 2023
178
Notes
Notes
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35th Annual Report 2022-2023

REGISTERED & HEAD OFFICE Management Discussion and Analysis Report..........................30

BANKERS & FINANCIAL INSTITUTIONS Notes to Financial Statement ....................................................68

REGISTRAR & SHARE TRANSFER AGENT Consolidated Balance sheet....................................................124

Notes to Consolidated Financial Statement............................130

Type of Login Method

Login type Helpdesk details

a. For CDSL: 16 digits beneficiary ID,

ANNEXURE TO THE NOTICE

Name of the Director Mr. K. Chandran

Date of Birth 1 January, 1958

Expertise in Specific Area Pharmaceutical Industry

Date of First Appointment on the Board of the Com- 23 January, 2001

No. of Shares held in the Company Nil

Relationship with other Directors and Key Managerial N.A.

No. of Board meetings attended during FY 2022-2023 4

Name of the other public limited companies in which Nil

Membership of Committees Wanbury Limited:

Terms and conditions of appointment Whole-time director, liable to retire by rotation.

RISK MANAGEMENT COMMITTEE:

UNCLAIMED DIVIDEND & SHARES

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Name of Associate/ Joint Venture Not Applicable

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

a. Name (s) of the related party and nature of relationship.

b. Nature of contract / arrangement/ transaction.

c. Duration of the contract / arrangement or transaction including the value,

d. Salient terms of the contracts or arrangements or transactions including

e. Justification for entering into such contracts or arrangement or transaction.

f. Date(s) of approval by the Board.

g. Amount paid as advance, if any.

h. Date on which the special resolution was passed in general meeting as

2. Details of material contracts or arrangements or transactions at arm’s length

b. Nature of contract / arrangement/ transaction. Services provided

d. Salient terms of the contracts or arrangements or transactions including ₹ 2.50 Crores

e. Date(s) of approval by the Board, if any. 22.06.2022

f. Amount paid as advance, if any. Nil

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

8. Payment of Gratuity Act, 1972.

49. Drugs (Prices Control) Order ,1995

I further report that:

My report of even date is to be read along with this letter.

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

(C) Human Resource (HR) Initiatives at Wanbury:

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

CORPORATE GOVERNANCE REPORT

Name of the Directors Category ** Age No. of Other No. of Committee

Name of Directors Designation Category No. of Board Meetings Whether last