22ND AGM TRANSCRIPT

Company Secretary

Mr. Vivek Dhariwal, the Chairman and Independent Director of the Company is present in the

Meeting, and he shall preside over the Annual General Meeting. I request him to occupy the Chair and commence the proceedings of this Annual General Meeting.

Welcome Address – Mr. Vivek Dhariwal, Chairman

Good Afternoon Ladies and Gentlemen! I am attending the AGM through VC from Mumbai. I hope you and your family members are in good health and safe. I extend a warm welcome to the Members at the 21st Annual General Meeting (AGM) of the Company.

As you are aware, we are conducting this Annual General Meeting through Video Conferencing in due compliance of the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

I would like to place on record that we have made best of our efforts to enable the Members to participate in the AGM, in large numbers and vote on the Items being considered in this meeting for approval of Shareholders.

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So let me start by introducing our Directors and the Key Management personnels present in the meeting.

The directors present in the Annual General Meeting are:

Mr. Ashok Kumar Windlass (Wholetime Director and Founder of Windlas Biotech Limited), Mr.

Hitesh Windlass (Managing Director), Mr. Manoj Kumar Windlass (Joint Managing Director), Mr.

Pawan Sharma (Executive Director), Ms. Prachi Jain Windlass ( Non- Executive Director), and the

Chairperson of CSR Committee, Mr. Srinivasan Venkataraman(Independent Director and the

Chairman of Audit Committee and Nomination and Remuneration Committee and Mr. Gaurav Gulati

(Independent director) the Chairman of Stakeholders Relationship Committee, along with Ms. Komal

Gupta, CFO and Mr. Ananta Narayan Panda, Company Secretary are participating in this meeting through Video Conferencing from various locations.

Mr. Vijay Gupta representative of the Statutory Auditors M/s SS Kothari Mehta & Company, Mr.

Sourabh Jain, Cost Auditor and Mr. Sandeep Joshi, the Secretarial Auditor of the Company, are present through VC. I request the auditors to introduce themselves.

I am Vijay Gupta auditors of the Company and I am attending the meeting from my office in Delhi.

I am Sourabh Jain cost auditors of the Company and I am attending the meeting from my office in

Dehradun.

I am Sandeep Joshi, Secretarial auditors of the Company and I am attending the meeting from

Dehradun.

Chairman

I would now request Mr. Ananta Narayan Panda, Company Secretary to confirm that

Requisite quorum is present and brief the shareholders regarding procedure of e-voting and participation in this meeting.

Company Secretary

Thank you Sir! In accordance with prevailing laws and circulars issued by MCA and SEBI, I confirm that requisite quorum is present through VC and the Meeting is in order.

Dear Members…. Good Afternoon!

The 22nd AGM of your Company is being held through Video Conferencing (VC) in due compliance of relevant Circulars issued by MCA and SEBI.

Since this AGM is being held through VC, physical attendance of Members has been dispensed with.

Accordingly, the facility for appointment of proxies by the members is not available for the AGM.

Facility for joining this meeting through VC is made available for the Members for 30 minutes before and after the scheduled time of the commencement of the AGM. As requested in the AGM Notice, we hope that the Members have joined the meeting through Laptops / iPads with high speed wired/WIFI internet connectivity to have smooth experience of interaction during the meeting and also read through the detailed e-voting procedure given therein.

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All the Members who have joined this Meeting are placed on mute by the Host to avoid any disturbance arising from the background noise and to ensure smooth conduct of the Meeting. During the meeting, when the Chairman invites Questions from Members who have registered themselves as

Speakers, their names will be announced one by one and the mike will be unmuted by the Host.

We request the Speakers to switch on their video/audio after a gap of 2 seconds, after their names are called near the conclusion of the meeting and to express their views briefly, to help us manage the time. In case there is any connectivity issue at the speaker’s end, we will request the next Speaker to express his views or ask question, if any. Opportunity may be provided to the earlier speaker after all other registered speakers have spoken.

Please note that only those Member who have not cast their votes through remote e-voting which was open from 8th September, 2023 at 9.00 A.M to 11th September, 2023 up to 5.00 P.M., and who are participating in this meeting today, will have an opportunity to cast their votes during the AGM and till 30 minutes after conclusion of the meeting.

I now request Chairman Sir to kindly continue the proceedings of AGM.

Chairman

The Quorum being present I declare the meeting open and request the Company Secretary to explain the agenda items of the AGM and other instructions for the shareholders attending this

AGM.

Company Secretary

Thank your Sir! In conformity with Sections 170 and 189 of the Companies Act

2013, the Register of Directors and Key Managerial Personnel and their Shareholding and the

Register of Contracts or Arrangements in which Directors are interested along with the ESOP

Scheme, are placed electronically and are available for inspection by the Members during the AGM.

With the permission of members, the Notice of AGM dated August 8, 2023 including the explanatory statement attached thereto pursuant to Section 102 of the Companies Act, 2013 convening the 22nd

AGM having been circulated to the members is taken as read.

Under the Companies Act, 2013, there is no requirement of reading the Report of M/s SS Kothari

Mehta & Company, Company’s Auditors for the Financial Year ended 31st March, 2023, and the same does not contain any qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the Company. I request

Mr. Vijay Gupta our statutory auditors to explain their observations in the Auditors’ Report for the

Financial Year 2022-23.

Mr. Vijay Gupta (Statutory Auditors): We have audited the financial statement of the company for the year ended 31st March, 2023 and there is no qualification in the Auditors’ Report.

Thank you, Vijay Ji!

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Company Secretary

There are no qualifications, observations or comments or other remarks in the

Secretarial Audit Report for the financial year ended 31st March, 2023 issued by Mr. Sandeep Joshi,

Secretarial Auditor of the Company.

Now I invite Mr. Hitesh Windlass, Managing Director of our Company to deliver his message to the

Shareholders at the 22nd Annual General Meeting.

Mr. Hitesh Windlass

Dear Shareholders,

I am happy to communicate with you regarding the successful conclusion of a favorable year marked by robust performance across various parameters. The fiscal year 2023 presented us with both challenges and significant events. It was characterized by geopolitical uncertainties, post-pandemic shifts in demand, supply volatility, and a notable increase in energy costs. Despite these hurdles, I am pleased to inform you that our Company achieved its highest- ever revenue and profitability during

FY 2022-23. The overall Indian pharmaceutical market expanded by 9.3% in FY 2022-23, while

Windlas surpassed this growth with an impressive 10% rise in revenues for the fiscal period.

Within India, we have been one of the leading Domestic Generic Formulations CDMO Companies.

We have positioned the Company as an integrated Contract Development and Manufacturing

Organization, providing generic pharmaceutical formulations for our domestic customers. We have maintained our focus on chronic and sub-chronic therapeutic segments which are growing diseases segments due to changes in lifestyle and eating habits across the population. These segments typically require multi-drug treatments wherein our capabilities in fixed dosage combinations and modified release formulations are in high demand.

You will be happy to learn that during FY 2022-23, your Company served as CDMO to seven of the top ten Indian Pharmaceutical Companies. In domestic Trade Generics and Institutional vertical, we are dedicated to deliver Authentic, Affordable and Accessible medication to the under-served regions of India i.e., greater than 6.5 lacs villages and small “kasbas” where almost 70% of India’s population is residing and which still faces problems in accessing quality healthcare. By participating in institutional purchases of government programs like Jan-Aushadhi we have aligned synergies with the Government of India’s plans, programs and vision to take quality and affordable healthcare to all.

We continue to build our export vertical through renewal and filling of additional dossiers in different geographies.

Across all three verticals we continue to own all intellectual property related to the formulation development, manufacturing process and technology and the regulatory permissions for almost all products. In Trade Generics and Institutional vertical we additionally own the brand name of the marketed products as well.

In alignment with our objective of building and sharing value for our stakeholders, we generated robust operating cash flows, fully utilized the IPO proceeds, successfully concluded a share buyback and disbursed dividends while maintaining a balance-sheet that is not only net-debt free but also having a strong liquidity position.

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We have a strong leadership team, a motivated workforce, WHO GMP compliant manufacturing plants, long term client relationships and a strong product portfolio. These drivers position us well for growth in FY 2023-24 and our top priorities for the coming fiscal are –

• Achieving sustainable and profitable business expansion

• Continuing to enhance our already strong balance sheet.

• Commissioning our Injectable Plant

• Focus on operational efficiency while complying with cGMP norms and ensuring strict

Quality control measures.

• Pursuing inorganic growth opportunities to expand company’s business and increase its market share.

We take pride in our best-in-class quality track record and our “patient first” approach to building our company. As we step into the new financial year, I extend my heartfelt gratitude to all my colleagues for their tireless dedication and resolute commitment. I would also like to express my thanks to our valued customers, suppliers, regulators, shareholders, and the Board members for their unwavering support.

I look forward to your continued support and co-operation.

Mr. Hitesh Windlass

I request the Company Secretary to continue with the proceedings of the AGM.

Company Secretary

Thank you Sir!

Now I invite Mrs. Komal Gupta, CEO & CFO of our Company to deliver his message to the

Shareholders at the 22nd Annual General Meeting.

Mrs. Komal Gupta

Dear Shareholders,

I am honored to establish a connection with you through the 22nd Annual General Meeting of the company. I trust this message finds you in a state of well-being and good health.

In the period under review, the Company has successfully demonstrated its commitment to enriching shareholder value and upholding the trust reposed in us. Despite the challenging business environment of low volume growth, the company has exhibited growth across various operational and financial metrics.

During FY 2022-23, your company progressed with its operations with astute focus on growth and expansion, while upholding a strong commitment to establishing sustainability in our operations and fostering future business growth. I am pleased to present key highlights from the fiscal year 2023.

• Revenue Growth: The revenue for FY 2022-23 reached Rs. 5131 million, marking a 10%

YoY increase.

• Profitability Growth: The EBITDA reached Rs. 602 million, a growth of 15% YoY.

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• Robust Net Operating Cash Flow Generation: Net operating cash flow of Rs. 610 million was generated which highlights the strong focus on profit to cash conversion by the company.

• Strong Liquidity position: Free cash balance of Rs. 1378 million as on March 31, 2023, while rewarding shareholders through dividend and buyback program. This strength allows the

Company to maintain smooth business operations under unanticipated contingencies and also to explore growth through inorganic means.

• Dividend: In line with our dividend policy and our philosophy of sharing returns with stakeholders, the company paid 20% of its consolidated net profits of FY 2021-22 i.e., Rs. 76 million (Rs. 3.5 per share) to shareholders.

• Buy back of equity shares:We concluded the buyback of 995,800 equity shares between

November 21, 2022, and May 03, 2023, amounting to Rs. 250 million with no promoter participation. This buyback helped us return surplus funds to the shareholders, while enhancing return on equity and increasing long- term shareholder value.

• Completed the utilization of IPO proceeds. We utilized the entire IPO proceeds of Rs. 1650 million prudently in alignment with the stated objectives in our prospectus.

• Progress on Injectable Facility: The construction of the injectable plant is in full swing and we expect to achieve mechanical completion by the end of Q2 of FY 2023-24. The entire proceeds earmarked for the injectables facility were utilized by March 2023.

Performance across our Strategic Business Verticals

We remain focused on growing this vertical through improved client penetration, growth of new customer accounts and growth of product portfolio offered to customers. In the fiscal year 2023, our

CDMO vertical achieved a growth of 5% (Rs. 3842 million to Rs. 4028 million) as compared to the

0.1% volume growth of the overall pharma market during the same period.

Within the Domestic Trade Generics and Institutional vertical, our strategic priorities encompass the introduction of new products, amplifying institutional sales, and fortifying our robust distribution network. The growth trajectory of the generics sector in India is set to be boosted by government policies fostering the acceptance and reliance on generic medications e.g., Jan Aushadhi etc. The

Trade Generics and Institutional business displayed remarkable progress, expanding from Rs. 608 million in FY 2021-22 to Rs. 905 million in FY 2022-23, thereby achieving an impressive YoY growth of 49%.

Our expansion within the Exports vertical includes venturing into semi-regulated markets. However, it’s important to note that the growth in export markets is subject to a certain gestation period. The revenue derived from the Exports vertical for FY 2022-23 amounted to Rs. 198 million, as compared to Rs. 209 million in FY 2021-22, indicating a marginal YoY decrease of 5%.

The principal message that we would like to send out is that we have a strong position across all our financial, operational and compliance parameters and that we are poised to bring growth across all verticals.

Mrs. Komal Gupta

I request the Company Secretary to continue with the proceedings of the AGM.

Company Secretary

Thank you Maam!

Now, I will read and explain items of the business mentioned in the Notice one by one. Statement under Section 102 of the Companies Act for Item No. 5,6 and 7 are given in the Notice.

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All resolutions included in the Notice have already been put to vote through remote e-Voting and are also being put for e-Voting during the AGM. Therefore, no resolution is required to be proposed or seconded by the Members at the AGM.

The first item is for adoption of the Audited Standalone and Consolidated Financial Statements of the

Company for the financial year ended March 31, 2023, together with the Reports of the Auditors and the Board of Directors’ thereon to be approved as an Ordinary Resolution.

Item No. 2 of the Notice is regarding declaration of Dividend of Rs. 4/- per Equity Share for the financial year 2022-23, to be approved as an Ordinary Resolution.

Item No. 3 of the Notice is regarding re-appointment of Mr. Hitesh Windlass, Managing Director who is liable to retire by rotation and being eligible, offers himself for re-appointment, to be approved as an Ordinary Resolution.

Item No. 4 of the Notice is regarding re-appointment of Ms. Prachi Jain Windlass, Non- Executive

Director who is liable to retire by rotation and being eligible, offers herself for re-appointment, to be approved as an Ordinary Resolution.

Special Business, Item No. 5 of the Notice is regarding Ratification of remuneration of Cost Auditor, to be approved as an Ordinary Resolution.

Special Business, Item No. 6 of the Notice is regarding Approval of the ‘WBL Employee Stock

Option Scheme 2023’, to be approved as a Special Resolution.

Special Business, Item No. 7 of the Notice is regarding Approval of grant of employee stock option equal or more than 1% of Issued Capital to the identified employees, to be approved as a Special

Resolution.

Now let me read out the procedure for e-Voting.

Members are aware that the Company has provided its Members Remote E-voting facility as mentioned in the Notice of this meeting. The Remote E-voting concluded on 11th September, 2023 at

5.00 P.M.

In line with the provisions of the Companies Act 2013, voting by show of hands is not permitted at the general meeting where remote e-voting has been offered to the Members. Therefore, arrangements have been made for Members, who are present at the Meeting but have not cast their votes by availing

Remote E-voting facility, to exercise their vote by use of E-voting during the AGM. The facility for

E-voting is being provided by Link Intime India Pvt. Ltd. Members may log on to the e-voting website https://instavote.linkintime.co.in and vote thereat on the resolutions, as per details mentioned in the

Notice of this meeting. Members may note that e-Voting on the on the instavote platform will continue till 30 minutes from the conclusion of this AGM.

Members who have already voted by remote e-voting prior to the meeting date and have also come to attend this meeting through VC shall not be entitled to vote again through E-voting.

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Now, I request Chairman Sir to introduce the scrutinizer for e-Voting at this AGM.

Chairman

Mr. Sandeep Joshi, Company Secretary in practice, was appointed as the Scrutinizer to conduct the Remote E-voting and E-voting process.

The Scrutinizer will submit a consolidated Scrutinizer’s Report on Remote E-Voting and E-Voting during the AGM, of the total votes cast in favour or against, if any, within two working days of conclusion of the AGM.

I authorize, Mr. Ananta Narayan Panda, Company Secretary or in his absence Ms. Komal Gupta,

CEO & CFO to declare the results of the voting. The results declared along with the consolidated

Scrutinizer’s Report shall be placed on the website of the Company and also on the website of Link

Intime India Pvt. Limited. The results will simultaneously be forwarded to BSE Limited and National

Stock Exchange of India Limited for placing on their respective websites and shall also be displayed on the Notice Board at the Registered Office and Corporate Office of the Company.

I now invite the Members to express their views or ask questions arising out of the Financial

Statements and the Reports of the Board of Directors and Auditors thereon. We will respond to the questions or queries at the end, after all the speakers have spoken.

Now, I request Company Secretary to announce the names of the speakers who have registered themselves for this purpose, one by one.

The Company Secretary announced the names of speaker shareholders.

Mr. Hitesh Windlass (MD) and Mrs. Komal Gupta (CEO&CFO) satisfactorily replied to the queries of shareholders including queries posted on https://camonview.com/12092023/windlas/admin.

Chairman

I believe that all the questions and queries of the Members have been replied to your satisfaction. I thank you all whole-heartedly for your participation in this AGM. I once again wish you and your family good health and happiness. With your permission, I declare the meeting as closed.

Company Secretary

I request Mr. Hitesh Windlass our Managing Director and shareholder to propose a vote of thanks to the Chair.

Mr. Hitesh Windlass thanked the Chairman for conducting the meeting.

Company Secretary

I once again draw your attention that e-Voting on Insta Voting Platform of Link

Intime India Pvt. Limited. The voting will continue till 30 minutes from the conclusion of this AGM.

The Meeting now stands concluded. Thank You!

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The meeting concluded at 2.00 p.m. (includes post expiry of 30 minutes time allocated to the

Shareholders to cast their votes at the AGM).

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