Shareholders meeting

Windlas Biotech Limited Reg. Off.: 40/1, Mohabewala Industrial Area Dehradun, Uttarakhand 248 110, India Tel.:+91-135-6608000-30, Fax:+91-135-6608199 Corp. Off.: 705-706, Vatika Professional Point, Sector-66, Golf Course Ext. Road, Gurgaon, Haryana 122 001, India Tel.:+91-124-2821030 CIN-L74899UR2001PLC033407 July 1, 2026 To To Listing / Compliance Department Listing / Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G Dalal Street, Mumbai – 400 001 Bandra Kurla Complex Bandra (E), Mumbai – 400 051 BSE CODE: 543329 NSE SYMBOL: WINDLAS Dear Sir/ Madam, Re: Notice of 25th Annual General Meeting 1. Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with Schedule III of the said Regulations, please find enclosed herewith a copy of the Notice of the 25th Annual General Meeting (AGM) of the Company scheduled to be held on Thursday, July 23, 2026 at 01.00 P.M. (IST) through Video Conferencing (VC)/Other Audio ,Visual Means (OAVM), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. 2. ln compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide to its Members, facility to exercise their right to vote at the 25th AGM scheduled to be held on July 23, 2026, by electronic means and the business mentioned in the AGM Notice may be transacted through e- voting services provided by MUFG Intime India Private Limited at https://instavote.linkintime.co.in/. 3. The Company has fixed July 16, 2026 as the “cut-off date” for ascertaining the names of members, holding shares of the Company, who will be entitled to cast their votes electronically during July 20, 2026 (9:00 A.M.) to July 22, 2026 (5:00 P.M.), and also during AGM in respect of business to be transacted at the aforesaid AGM and for the purpose of receiving dividend, if any. This is for your kind information and record. Thanking you, Yours faithfully, For Windlas Biotech Limited Ananta Narayan Panda Company Secretary & Compliance Officer Encl: as above www.windlas.com NOTICE Notice is hereby given that the 25th ANNUAL GENERAL SPECIAL BUSINESS MEETING of the members of WINDLAS BIOTECH 5. Ratification of the remuneration of the Cost LIMITED will be held on Thursday, the 23rd day of July, Auditor 2026 at 1:00 p.m. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact To consider and if thought fit, to pass, with or the following businesses: without modification(s), the following resolution as an Ordinary Resolution: ORDINARY BUSINESS “RESOLVED THAT pursuant to the provisions 1. To receive, consider and adopt the Audited of Section 148 of the Companies Act,2013 read Standalone and Consolidated Financial with the Companies (Audit and Auditors) Rules, Statements of the Company for the financial year 2014, as amended, remuneration of M/s Sourabh ended March 31, 2026, together with the Reports Jain & Associates, the Cost Auditors, appointed of the Auditors and the Board of Directors thereon. by the Board of Directors of the Company, to a) “RESOLVED THAT the Audited Standalone conduct audit of the cost records of the Company Financial Statement of the Company for the for the financial year ending March 31, 2027, at financial year ended March 31, 2026 and the a remuneration of Rs. 60,000/- (Rupees Sixty reports of the Board of Directors and Auditors Thousand Only), excluding GST as applicable and thereon, as circulated to the Members, be reimbursement of other out-of-pocket expenses and are hereby considered and adopted.” actually incurred by the said Auditors in connection with the cost audit, be and is hereby ratified. b) “RESOLVED THAT the Audited Consolidated Financial Statement of the Company for the RESOLVED FURTHER THAT the Board of Directors financial year ended March 31, 2026 and the of the Company including any Committee thereof report of Auditors thereon, as circulated to be and are hereby authorized to do all such acts, the Members, be and are hereby considered deeds, things and take all such steps as may be and adopted.” necessary, proper or expedient to give effect to this resolution and for matters connected therewith or 2. To declare a Final Dividend of Rs. 6.30/- per Equity incidental thereto.” Share for the financial year 2025-26. 6. A ppointment of Dr. Tarashree Singhal 3. To appoint a Director in place of Mr. Hitesh (DIN:11697518) as an Independent Director Windlass, Managing Director (DIN:02030941), who is liable to retire by rotation and being eligible, To consider and if thought fit, to pass, with or offers himself for re-appointment. without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable “RESOLVED THAT pursuant to the provisions of provisions of the Companies Act 2013, Mr. Hitesh Sections 149, 152 of the Companies Act, 2013 Windlass, (DIN:02030941), who retires by rotation (‘the Act’), read with Schedule IV of the Act, the at this meeting, be and is hereby appointed as a Companies (Appointment and Qualification Director of the Company.” of Directors) Rules, 2014 and other applicable provisions of the Act, Regulations 17 and other 4. To appoint a Director in place of Mrs. Prachi Jain applicable regulations of the Securities and Windlass, Director (DIN:06661073), who is liable to Exchange Board of India (Listing Obligations and retire by rotation and being eligible, offers herself Disclosure Requirements) Regulations, 2015 (“SEBI for re-appointment. Listing Regulations”), including any statutory “RESOLVED THAT in accordance with the modification(s) or amendment(s) or re-enactment provisions of Section 152 and other applicable thereof for the time being in force, the Articles provisions of the Companies Act 2013, Mrs. of Association of the Company and pursuant to Prachi Jain Windlass, (DIN:06661073), who retires the recommendation of the Nomination and by rotation at this meeting, be and is hereby Remuneration Committee and approval of the appointed as a Director of the Company.” Board of Directors of the Company, Dr. Tarashree 2 Windlas Biotech Limited Statutory Report NOTICE Singhal (DIN: 11697518), who has submitted RESOLVED FURTHER THAT the Board of Directors, a declaration that she meets the criteria of which term shall deem to include any Committee independence as provided under Section 149(6) of constituted by the Board, be and is hereby the Act and Regulation 16(1)(b) of the SEBI Listing authorised to do all such acts, deeds, matters Regulations, and who is eligible for appointment, and take all such steps as may be considered be and is hereby appointed as an Independent necessary, proper or expedient to give effect to Director of the Company for a period of five this Resolution.” consecutive years with effect from May 5, 2026 to May 4, 2031 (both days inclusive), and her office shall not be liable to retire by rotation. By Order of the Board of Directors Date: May 21, 2026 Ananta Narayan Panda Place: Gurgaon Company Secretary ACS : 13980 Registered Office: 40/1 Mohabewala Industrial Area, Dehradun, Uttarakhand - 248110 CIN: L74899UR2001PLC033407 Email: grievance@windlasbiotech.com Annual Report 2025-26 3 NOTICE NOTES: Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the 1. The Ministry of Corporate Affairs (MCA) vide its Audit Committee, Nomination and Remuneration General Circular No. 20/2020 dated 05 May, Committee and Stakeholders Relationship 2020, read with other relevant circulars on the Committee, Auditors etc. who are allowed to subject, including General Circular No. 03/2025 attend the AGM witho [Showing first 8,000 characters — download PDF for full document]