Windlas Biotech Completes Buyback of 4,70,000 Equity Shares at INR 1,000 Per Share for INR 47 Crore

Windlas Biotech Limited has successfully concluded its share buyback programme, repurchasing 4,70,000 (Four Lakh Seventy Thousand) fully paid-up equity shares of face value INR 5.00 each at a buyback price of INR 1,000 per equity share through the tender offer route. The total amount utilised in the buyback was INR 47,00,00,000 (Indian Rupees Forty Seven Crore Only), excluding transaction costs. The Post Buyback Public Announcement, dated May 15, 2026, was published on May 16, 2026 in compliance with Regulation 24(vi) of the SEBI (Buy-Back of Securities) Regulations, 2018.

Buyback Offer Overview

The Board of Directors approved the buyback at its meeting held on April 17, 2026. The buyback represented 2.23% of the total equity shares in the existing total paid-up equity share capital of the company, and the Buyback Offer Size represented 9.80% of the aggregate of the total paid-up equity share capital and free reserves (including securities premium) based on the latest audited standalone and consolidated financial statements as at March 31, 2025. The Record Date for determining eligible shareholders was April 24, 2026, and the tendering period ran from April 30, 2026 to May 07, 2026. BSE was the designated stock exchange for the buyback mechanism.

Parameter: Details Buyback Price: INR 1,000 per equity share Total Shares Bought Back: 4,70,000 equity shares Total Amount Utilised: INR 47,00,00,000 (excl. transaction costs) Face Value per Share: INR 5.00 % of Total Paid-up Capital: 2.23% Buyback Offer Size (% of capital & reserves): 9.80% (standalone and consolidated) Record Date: April 24, 2026 Tendering Period: April 30, 2026 – May 07, 2026 Designated Stock Exchange: BSE

Bid Response and Settlement

The buyback received strong investor interest. MUFG Intime India Private Limited, the Registrar to the Buyback, considered a total of 9,857 valid bids for 26,57,484 (Twenty Six Lakh Fifty Seven Thousand Four Hundred Eighty Four) equity shares, representing approximately 5.65 times the maximum number of equity shares proposed to be bought back. The following table details the category-wise bid response:

Category: Shares Reserved Valid Bids Received Shares Validly Tendered Response (in times) Reserved Category (Small Shareholders): 97,342 8,862 2,00,518 2.06 General Category (All Other Eligible Shareholders): 3,72,658 995 24,56,966 6.59 Total: 4,70,000 9,857 26,57,484 5.65

Communication of acceptance or rejection was sent by the Registrar to eligible shareholders on May 14, 2026. Settlement of all valid bids was completed by the Clearing Corporation on May 14, 2026, with direct funds payout made to eligible shareholders. Unaccepted dematerialised equity shares were returned to respective Seller Members or Custodians on the same date. No equity shares were tendered in physical form. The extinguishment of the 4,70,000 equity shares accepted under the buyback is currently under process and is expected to be completed on or before May 25, 2026.

Capital Structure: Pre and Post Buyback

The buyback has resulted in a reduction in the company's issued, subscribed, and paid-up equity share capital. The table below summarises the capital structure before and after the buyback:

Particulars: Aggregate Value (in ₹ million) Authorised Share Capital 108,000,000 Equity Shares of face value INR 5/- each: 540.00 300,000,000 Non-Cumulative Compulsory Convertible Preference Shares of face value INR 100/- each: 30.00 20,500,000 Optionally Convertible Preference Shares of INR 10/- each: 205.00 Total Authorised: 775.00 Paid-up Capital Before Buyback 21,106,229 fully paid-up Equity Shares of face value INR 5/- each: 105.53 Paid-up Capital After Buyback*: 20,636,229 fully paid-up Equity Shares of face value INR 5/- each: 103.18

*Subject to extinguishment of 4,70,000 Equity Shares

Major Shareholders Participating in the Buyback

The following eligible shareholders had equity shares exceeding 1% of the total equity shares accepted under the buyback:

Sr. No.: Shareholder Name: Shares Accepted: % of Total Buyback: % of Post-Buyback Capital: 1: ICICI Prudential Smallcap Fund 1,44,516 30.75 0.70 2: Perpetuity Health to Wealth (H2W) Rising Fund 34,160 7.27 0.17 3: Ajay Kumar Aggarwal 24,857 5.29 0.12 4: UTI-Healthcare Fund 18,461 3.93 0.09 5: Vaikarya Change India Fund 7,469 1.59 0.04 6: Micro Strategies Fund 7,406 1.58 0.04 7: Legends Global Opportunities (Singapore) Pte. Ltd. 6,832 1.45 0.03 8: Rakesh Kumar Sharma 4,842 1.03 0.02

*Subject to extinguishment of 4,70,000 Equity Shares

Shareholding Pattern: Pre and Post Buyback

The buyback has led to a notable shift in the shareholding pattern. Promoters and persons acting in concert held 1,30,65,352 shares (61.90%) before the buyback, with their percentage shareholding rising to 63.31% post-buyback as the total share count reduces. Indian Financial Institutions, Banks, Mutual Funds, and Government Companies saw their reported post-buyback share count at 75,70,877, representing 36.69% of post-buyback capital.

Shareholder Category: Pre-Buyback Shares Pre-Buyback % Post-Buyback Shares* Post-Buyback % Promoters and people acting in concert: 1,30,65,352 61.90 1,30,65,352 63.31 Foreign Investors (OCBs/FIs/NRIs/Non-residents/Non-domestic companies): 4,66,484 2.21 — — Indian Financial Institutions/Banks/Mutual Funds/Govt. Companies: 24,52,250 11.62 75,70,877 36.69 Public including other Bodies Corporate: 51,22,143 24.27 — — Total: 2,11,06,229 100.00 2,06,36,229 100.00

*Subject to extinguishment of 4,70,000 Equity Shares

Manager to the Buyback and Director Responsibility

Fintellectual Corporate Advisors Private Limited, based in Noida, Uttar Pradesh, served as the Manager to the Buyback (SEBI Registration No.: INM000012944). The Board of Directors of Windlas Biotech, in terms of Regulation 24(ii)(a) of the SEBI Buyback Regulations, has accepted full responsibility for the information contained in the Post Buyback Public Announcement, confirming that it contains true, factual, and material information. The announcement was issued under the authority of the Board resolution passed on April 17, 2026, and signed by Managing Director Hitesh Windlass, Joint Managing Director Manoj Kumar Windlass, and Company Secretary and Compliance Officer Ananta Narayan Panda.

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