Windlas Biotech Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting the 24^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"):

Financial performance of the Company is summarised in the table below:

(Rs. in millions)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations including other Income	7,775.24	6,444.24	7,778.96	6,444.24
Less Expenses:
Cost of goods sold	4,718.55	3,961.75	4,718.55	3,961.75
Employee benefits Expenses	1,229.16	874.57	1,229.16	874.57
Finance cost	43.82	11.03	43.82	11.05
Depreciation and Amortisation expenses	279.85	134.44	279.85	134.44
Other Expenses	709.92	692.22	710.00	691.52
Total Expenses	6,981.30	5,674.01	6,981.38	5,673.33
Profit before exceptional items and tax	793.94	770.23	797.58	770.91
Profit before tax	793.94	770.23	797.58	770.91
Tax expense	187.45	188.79	187.64	189.04
Net Profit for the year	606.49	581.44	609.94	581.87
Net profit attributable to -
Owners of the Holding Company	606.49	581.44	609.94	581.87

The standalone revenue from operations increased from Rs. 6,444.24 million to Rs. 7,775.24 million, an increase of 21% over the previous financial year notwithstanding challenging business environment. The standalone Profit After Tax increased from Rs. 581.44 million to Rs. 606.49 million, an increase of 4% over the previous financial year. The standalone EPS of your company increased from Rs. 27.95 to Rs. 29.03 in the current year.

The consolidated EBITDA of your company grew at a faster pace in the current year registering a growth of 20% over the previous year.

TRANSFER TO RESERVES

The Company has transferred Rs.21 million to General reserve for the financial year ended March 31, 2025.

DIVIDEND

Based on the Companys performance and keeping in mind the shareholders interest, the Directors recommend a dividend of Rs.5.80/- per equity share (116%) on the fully paid-up equity shares of Rs.5/- each of the Company, for the year 2024-25. The dividend on equity shares is subject to the Shareholders approval at the ensuing Annual General Meeting (AGM). The Record date for the purpose of payment of dividend for the financial year ended March 31, 2025, is Monday, July 21, 2025

DIVIDEND DISTRIBUTION POLICY

The Company had adopted a Dividend Distribution Policy that sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy is available on the website of the Company at the weblink: -https://windlas.com/wp-content/uploads/2021/11/Dividend-Distribution-Policy.pdf

EMPLOYEES STOCK OPTIONS SCHEME

a) Windlas Plan 2025:

Your Company firmly believes that equity-based compensation plans serve as effective instruments to attract, retain, motivate, and reward talented professionals who are committed to contributing exclusively to the Companys growth and success.

In line with this philosophy, and with the objective of fostering a culture of ownership among employees, the Board has approved a new equity-based incentive scheme titled ‘Windlas Plan 2025 (the "Plan"). The Plan proposes the grant of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) to eligible employees.

The total number of Units to be granted under the Plan shall not exceed 590,250 (Five Lakhs Ninety Thousand Two Hundred and Fifty Only) Units. Each Unit when exercised would be converted into one equity share of Rs. 5 /- (Rupees Five) each fully paid-up.

The Board of Directors on the recommendation of Nomination and Remuneration Committee of the Board of Directors at its meeting held on May 22, 2025, has recommended the Plan for approval of the Shareholders at the ensuing Annual General Meeting.

Relevant details of the Plan are provided in the Notice convening the ensuing AGM.

b) ESOP 2021 Scheme:

The Board of Directors of the Company at its meeting held on April 16, 2021, had approved introduction of the ‘Windlas Biotech Limited Employees Stock Option Scheme 2021 ("ESOP 2021"/ "Plan") for the benefit of the present and future employees of the Company. Each Option when exercised would be converted into one equity share of Rs. 5/- each fully paid-up.

The options granted shall vest not later than 5 (five) years from the date of grant of such options. Number of Options that may be granted to an employee under the "ESOP 2021" shall not exceed one-fifth of the total number of Options reserved under the "ESOP 2021" in aggregate per employee or any such ceiling number of options as may be determined by the Committee within such limit with respect to an individual employee.

The Company has obtained in-principle approval for listing upto a maximum of 331,696 equity shares of Rs. 5/- each of Windlas Biotech Limited to be allotted pursuant to options granted prior to listing of the Company under ESOP 2021 vide approval letter dated June 24, 2022 and June 27, 2022 from NSE and BSE, respectively.

Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 (SBEB 2021 Regulations") regarding details of the "ESOP 2021" is given below.

Date of Shareholders Approval of the Scheme	April 17, 2021 (prior to the IPO)
Total number of options approved under the Scheme	546,222
Number of options Granted	419,439 (Options granted on May 3, 2021)
Vesting of Options	Options granted under Plan shall vest not earlier than 1 (One) year and not later than maximum Vesting Period of 5 (five) years from the date of Grant.
Exercise Price/ Pricing Formula	Rs. 275.35 (The fair value of option has been determined using Black-Scholes option pricing model)
Maximum period within which the grant shall be vested	5 (Five) years from the date of Grant
Number of Options lapsed during the Year	5,207
Number of Options outstanding as on March 31, 2025	162,932
Employee-wise detail of options granted to

 

i. Key managerial personnel (KMP)	KMP	Options granted
	Mrs. Komal Gupta	41,183
	Mr. Mohammed Aslam	19,862
	Mr. Om Prakash Sule	17,602
	Mr. Pawan Kumar Sharma	17,020
	Mr. Ananta Narayan Panda	1,365

 

ii. Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	Nil
iii. Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant	Nil

c) ESOS 2023 Scheme:

The Nomination and Remuneration Committee and the Board of Directors of your Company in their meeting held on August 8, 2023, had approved introduction of "WBL Employee Stock Option Scheme 2023 ("ESOS 2023) for the benefit of present and future eligible employees of the Company. Each Options when exercised would be converted into one equity shares of Rs.5 (Rupees five) each fully paid-up.

The Company has obtained in-principle approval for listing upto a maximum of 315,000 equity shares of Rs.5/- each of Windlas Biotech Limited to be allotted pursuant to options granted under ESOS 2023 vide approval letter dated October 6, 2023 and October 10, 2023 from NSE and BSE, respectively.

Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 (SBEB 2021 Regulations") regarding details of the "ESOS 2023" is given below.

Date of Shareholders Approval of the Scheme	September 12, 2023
Total number of options approved under the Scheme	315,000
Number of Options Granted	307, 750 (Options granted on October 17, 2023)
Vesting of Options	Options granted under ESOS 2023 shall vest not earlier than 1 (One) year and not later than 4 (four) years from the date of Grant.
Exercise Price/ Pricing Formula	A discount of upto 25% is applied on the Market Price of the Share to arrive at the exercise price on the date of grant of options by the Nomination and Remuneration Committee of the Board of Directors.
Maximum period within which the grant shall be vested	4 (Four) years from the date of Grant
Number of Options lapsed during the Year	4,625
Number of Options outstanding as on March 31, 2025	282,900
Employee-wise detail of options granted to:

 

i. Key managerial personnel (KMP)	KMP	Options granted
	Mrs. Komal Gupta	167,000
	Mr. Mohammed Aslam	25,000
	Mr. Om Prakash Sule	5,000
	Mr. Pawan Kumar Sharma	15,000
	Mr. Ananta Narayan Panda	1,500

 

	Name	Options granted
ii. Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	Mr. Roshan Mon	25,000
iii. Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant	Nil

ESOP Expenses for the year ended March 31, 2025 is Rs. 24.60 million (Refer Note 30 of Standalone Financial Statements). The options vested under both "ESOP 2021" and "ESOS 2023" can be exercised within the period of 4 (Four) years from the date of vesting. There are 232,266 potential equity shares arising out of ESOP for the year ended March 31, 2025 and the same has been considered for diluted earning per shares.

Both ESOP schemes are in compliance with the SBEB 2021 regulations. The Company has received a certificate from M/s Sandeep Joshi & Associates, Secretarial Auditor of the Company, certifying that the schemes are implemented in accordance with the SBEB 2021 Regulations. The certificate is available for inspection by members in electronic mode. Details of ESOPs granted and vested are provided in the notes to the Standalone Financial Statements.

During the year, the Company has allotted 160,736 shares of

Rs. 5/- each, pursuant to exercise of stock options by the eligible employees of the Company, under the Windlas Biotech Limited Employees Stock Option Plan 2021 and WBL Employee Stock Option Scheme 2023. As a result of such allotment, the paid-up share capital increased from Rs. 10,39,92,875 (comprising of 2,07,98,575 equity share of Rs. 5/- each) as on March 31, 2024 to Rs. 10,47,96,555 (comprising of 2,09,59,311 equity share of Rs. 5/- each) as on March 31, 2025. Except as stated herein, there was no other change in the share capital of the Company.

FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020, May 5, 2020, December 28, 2022, September 25, 2023 and September 19, 2024, the Annual Report for 2024-25 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per Ind AS, Directors Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

The Annual Report 2024-25 is also available at the Companys website at: https://windlas.com/financial-information/annual-report/

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of Act including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2024-25. Consolidated Turnover was Rs. 7,778.96 million as against Rs. 6,444.24 million in the previous year. Net Profit after Tax (after minority interest) for the year stood at Rs. 609.94 million as against Rs. 581.87 million in the previous year.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the 2024-25, together with the Auditors Report, form part of this Annual Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

CHANGE IN NATURE OF BUSINESS

During the year under review there is no change in nature of business of the Company.

CREDIT RATING

ICRA Limited, i.e. the Credit Rating Agency has reaffirmed the long-term rating of the Company to [ICRA] A+ (pronounced ICRA A plus) ("Rating") and short-term rating at [ICRA] A1 for facilities of the Company as per their letter dated April 07, 2025.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Accordingly, Mr. Pawan Kumar Sharma (DIN: 08478261), Director of the company will retire by rotation at the ensuing AGM, and being eligible, offered himself for re-appointment in accordance with provisions of the Act. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his re-appointment.

A brief resume of the Directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ with chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

The Nomination and Remuneration Committee and the Board of Directors of the Company recommend his appointment/ reappointment at the ensuing AGM.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

In terms of section 2(77) of the Act including Rules made thereunder, Mr. Ashok Kumar Windlass, Whole Time Director, Mr. Hitesh Windlass, Managing Director, Mr. Manoj Kumar Windlass, Joint Managing Director and Mrs. Prachi Jain Windlass, Non- Executive Non-Independent Director are related to each other.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

Mr. Ashok Kumar Windlass, Whole time Director;

Mr. Hitesh Windlass, Managing Director;

Mr. Manoj Kumar Windlass, Joint Managing Director;

Mr. Pawan Kumar Sharma, Executive Director;

Mrs. Komal Gupta, Chief Executive Officer & Chief Financial Officer ;

Mr. Ananta Narayan Panda, Company Secretary & Compliance Officer.

Mr. Pawan Kumar Sharma (DIN: 08478261) was re-appointed by the Board of Directors as an Executive Director with effect from June 11, 2024 for a term up to June 10, 2027. His re-appointment was approved by the Shareholders by Postal Ballot on August 2, 2024.

Mr. Hitesh Windlass (DIN: 02030941) was re-appointed by the Board of Directors as Managing Director with effect from April 30, 2025 for a term up to April 29, 2030. His re-appointment was approved by the Shareholders by Postal Ballot on March 22, 2025.

Mr. Manoj Kumar Windlass (DIN: 00221671) was re-appointed by the Board of Directors as Joint Managing Director with effect from April 30, 2025 for a term up to April 29, 2030. His re-appointment was approved by the Shareholders by Postal Ballot on March 22, 2025.

Policy on directors appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act. 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is disclosed in the Corporate Governance Report which is part of the Annual Report. The same are also available on the website of the Company at:-https://windlas.com/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy_Ver-1_-1.pdf

Performance Evaluation of the Board, its Committees and Individual Directors

In accordance with the applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial year 2024-25 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

b) the Directors have selected such accounting policies and applied them 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 as on March 31, 2025 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors had prepared Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f ) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company lays emphasis on human resources and caring for them at all levels. Your Company enjoyed harmonious relationships with workers and staff during the year under review and consider them their most important assets. Your Company is concerned for its people, customers, suppliers, and community at large which reflects in the Companys policy, programs and development efforts. As on March 31, 2025, your company had 1346 permanent employees. Your Company is committed to build and strengthen the human capital by defining policies that support their growth, goals, and help them achieve excellence. Various trainings, seminars and workshops were conducted during the year to train employees and enhance their overall performance.

PARTICULARS OF EMPLOYEES / MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors	Ratio to Median Remuneration
Mr. Vivek Dhariwal*	1.64
Mr. Ashok Kumar Windlass	46.39
Mr. Hitesh Windlass	52.63
Mr. Manoj Kumar Windlass	52.63
Mr. Pawan Kumar Sharma	19.58
Ms. Prachi Jain Windlass	Nil
Mr. Srinivasan Venkataraman*	1.22
Mr. Gaurav Gulati*	1.01

*The Independent Directors have only been paid sitting fee during the year.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial Year
Mr. Vivek Dhariwal*	(9.33)
Mr. Ashok Kumar Windlass	Nil
Mr. Hitesh Windlass**	1.14
Mr. Manoj Kumar Windlass**	1.14
Mr. Pawan Kumar Sharma	29.78
Ms. Prachi Jain Windlass	Nil
Mr. Srinivasan Venkataraman*	(7.87)
Mr. Gaurav Gulati*	2.80
Mrs. Komal Gupta (CEO & CFO)	14.33
Mr. Ananta Narayan Panda (Company Secretary)	17.45

* Mr. Vivek Dhariwal, Mr. Srinivasan Venkataraman and Mr. Gaurav Gulati are Independent Directors and they have been paid only sitting fee during the year.

**Remuneration includes commission paid/payable to Mr. Hitesh Windlass (Managing Director) and Mr. Manoj Kumar Windlass (Joint Managing Director) during the year.

c) Percentage increase in the median remuneration of employees in the financial year: 23.32%.

d) Number of permanent employees on the rolls of Company: 1346.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstance for increase in managerial remuneration:

Average percentile increase in salary of employees other than managerial personnel was 27.52% Average percentile increase in managerial remuneration was 6.53% in 2024-25 over 2023-24.

f ) Affirmation that the remuneration is as per the Remuneration policy of the Company: The Company affirms that the remuneration paid is as per the Remuneration policy of the Company.

g) A statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Boards Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the applicable rules framed thereunder, the Board has approved the appointment of Deloitte Haskins & Sells, Chartered Accountants having FRN: 302009E (DHS) as the Internal Auditor of the Company for the financial year 2025-26. This appointment is in place of M/s Grant Thornton Bharat LLP (GT), who had been serving as the Internal Auditor of the Company from the financial year 2019-20 to 2024-25. The Board places on record its sincere appreciation for the professional services and valuable contributions made by GT during its tenure.

The Companys internal control system is designed to consider the scope, type, and magnitude of its operations. The Audit Committee provides additional oversight related to financial risks and controls, while both the Board of Directors and Audit Committee oversee the internal financial controls to ensure their adequacy and efficiency. To address these matters, the Audit Committee periodically holds meetings with the statutory auditor and the management of the Company. The internal control system ensures optimal utilization of the Companys resources and adherence to compliance standards.

Internal controls play a crucial role in safeguarding a companys assets, ensuring compliance with regulations, and minimizing risks. These controls encompass processes and procedures that help maintain the integrity and reliability of the organizations systems.

The Internal Auditor periodically audits the adequacy and effectiveness of the internal controls laid down by the management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported diligently. Your Companys internal control systems are commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated, and Internal Auditors Reports are regularly reviewed by the Audit Committee of the Board.

The company has an internal audit department to ensure that all operations comply with prescribed business standards through regular monitoring. The internal audit team of the Company supervises internal processes and recommends necessary changes to correct any deviations from established practices. Strict monitoring and effective reviews ensure high compliance with the rules and regulations that govern the Company. The internal audit team of the Company has necessary skills and experience, and it reports to the Chairman of the Audit Committee and the Managing Director of the Company. The audit committee recommends annual Risk-Based Audit Plan (RBAP) for conducting internal audit. The internal audit is conducted based on this approved plan, and any identified gaps in the internal control system are communicated to process owners and management for necessary action.

Statutory Auditors Report on Internal Financial Controls as required under clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 is annexed with the Independent Auditors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report with detailed review of operations, performance and future outlook, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations is presented in a separate section forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

The Company has a policy on Materiality of Related Party Transactions and has been uploaded on the website of the company which can be found on https://windlas.com/wp-content/uploads/2021/05/Policy-on-Materiality-of-related-party. pdf

All related party transactions that were entered into during the 2024-25 were on an arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

All related party transactions are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, mentioning the nature, value and terms and conditions of transactions. The details of Related party transactions are provided in the accompanying financial statements.

As all related party transactions entered into by the Company were in ordinary course of business and were on an arms lengths basis, Form AOC–2 is not applicable to Company.

CORPORATE GOVERNANCE

The Company is committed to ensuring good governance practices while protecting the interest of the shareholders by using extreme care, skill and diligence in the business.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. A certificate from M/s Sandeep Joshi & Associates, Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure and forms part of the Annual Report.

ANNUAL RETURN

In accordance with Section 92 (3) read with Section 134 (3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available in the prescribed format on the Companys website at the link: https://windlas.com/annual-return/

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year ended on March 31, 2025, 4 (Four) Board Meetings were held. Further, details of the meetings of the Board are given in Corporate Governance Report, forming part of Annual report. Further, maximum interval between two meetings of the Board of the Directors has not exceeded 120 days.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

In accordance with the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as at March 31, 2025 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company considers the community as its key stakeholder and endeavours to create economically viable and socially inclusive community. The CSR programmes of the Company are aimed at inclusive development and welfare of the community by carrying out activities primarily related to promoting health care including preventive health care, promoting education and skill development, and animal welfare and environmental sustainability.

Disclosure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in prescribed form is enclosed as Annexure I to the Directors Report.

During the financial year 2024-25, the Company has spent Rs. 11.13 million (2% spend requirement was Rs.11.09 million) towards various CSR activities, in line with the requirements of Section 135 of the Companies Act, 2013 (‘Act). Details of composition of CSR Committee and Meetings held during 2024-25 are disclosed in the Corporate Governance Report.

SUBSIDIARY/ JOINT VENTURE

As on March 31, 2025, the Company has one subsidiary namely Windlas Inc. The Company has attached along with its financial statements, a separate statement containing the salient features of the financial statements of the said subsidiaries in "Form AOC-1".

During the year under review, the Board of Directors reviewed the affairs of its subsidiary. Also in conformity with Section 134 of the Companies Act, 2013 and Rule 8(1) of the Company (Accounts) Rules, 2014, Notes of Consolidated Financial Statement cover the highlights of performance of subsidiary and its contribution to the overall performance of the Company during the year.

During the year Windlas Inc. (Wholly Owned Subsidiary of Windlas Biotech Limited) assigned 50% of its share held in the Joint Venture (US Pharma Windlas LLC) to US Pharma Ltd. vide agreement dated July 12, 2024. Accordingly, US Pharma Windlas LLC has ceased to be a Joint Venture of the Company from the date of the said agreement.

A policy on material subsidiaries has been formulated and is available on the website of the Company at:-https://windlas.com/wp-content/uploads/2025/03/Policy-on-Material-Subsidiarie-1st-Amendment-.pdf

FAMILIARISATION PROGRAMME

The Company has a familiarisation programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on Board as well as on need basis. During the year, the Independent Directors of the Company were familiarised and the details of familiarisation programmes imparted to them are placed on the website of the Company at:-https://windlas.com/familiarization-program-for-independent-directors/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY COURTS, REGULATORS OR TRIBUNALS

There were no significant material orders passed by Courts/ Regulators/ Tribunals which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company persistently promotes ethical behaviour in all its business activities and in line with the best international governance practices. The Company has established a system through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. Reporting of instances of leak/ suspected leak of any Unpublished Price Sensitive Information is allowed through this vigil mechanism and the Company has made its employees aware of the same.

The policy has also been posted on the Companys website at:https://windlas.com/wp-content/uploads/2021/05/Vigil-Mechanism-Policy.pdf

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received, if any, under this policy on a quarterly basis.

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

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as Annexure II to this report.

STATUTORY AUDITORS

M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firms Regn. No. 000756N/ N500441), were appointed in the financial year 2016-17 for a term of 4 (four) years and they were re- appointed for another term of 5 (five) years i.e from the financial year 2020-21 upto 2024-25. They have completed 10 years as Statutory Auditors of the Company. The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s J C Bhalla & Co., Chartered Accountants (Firm Registration Number: 001111N), as the Statutory Auditors of the Company, for a period of 5 years, to hold office from the conclusion of 24^th AGM till the conclusion of 29^th AGM to be held in the year 2030.

Accordingly, an item for appointment of M/s J C Bhalla & Co. as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment of Statutory Auditors is given in the Notice of AGM, which forms part of this Annual Report. The Board recommend their appointment to the Shareholders.

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

COST AUDITORS

In terms of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company is required to maintain cost accounting records and have them audited every year.

The Board has re-appointed M/s. Saurabh Jain and Associates as Cost Auditor of the Company for 2025-26 under Section 148 and all other applicable provisions of the Act.

Shareholders approval is being sought for ratification of the remuneration proposed to be paid to M/s. Saurabh Jain and Associates, Cost Auditor of the Company in respect of Cost Audit for the financial year ending March 31, 2026 as mentioned in the Notice convening the AGM.

The Company has maintained cost records as specified under section 148(1) of the Act.

SECRETARIAL AUDITOR

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of Mr. Sandeep Joshi, Company Secretary (COP No. 19210), Proprietor of M/s Sandeep Joshi & Associates, Company Secretary, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, effective from April 1, 2025 till March 31, 2030. The Board recommend their appointment to the Shareholders at the ensuing Annual General Meeting.

A brief profile and other relevant details of Mr. Sandeep Joshi, Company Secretary are provided in the Notice convening the ensuing AGM.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Boards Report as Annexure III and forms an integral part of this Report.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the auditors reports:

There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report. As regards the observations of the Statutory Auditors and the Secretarial Auditor in their Report, the same are self- explanatory and need no clarifications.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. The Company has zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment at workplace. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment.

Status of the Complaints during the 2024-25 is as follows:

Particulars	No. of Complaints
Number of Complaints pending as on Beginning of the Financial Year	Nil
Number of Complaints filed during the Financial Year	Nil
Number of Complaints pending as on the end of the Financial Year	Nil

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

GENERAL DISCLOSURE

There were no proceedings, filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of March 31, 2025.

There is no instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of the Companys employees at all levels which has continued to be our major strength. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders. We place on record our appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, dealers, business partners, franchisee units and others associated with the Company as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth.

For and on behalf of the Board

Hitesh Windlass	Manoj Kumar Windlass
Designation: Managing Director	Designation: Joint Managing Director
DIN: 02030941	DIN: 00221671
Place: Gurgaon	Place: Dehradun
Date: May 22, 2025	Date: May 22, 2025