23RD 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 welcome you all to the 23rd AGM of your company. First and foremost, I would like to thank you all for sparing your valuable time to join this AGM and I also like to express my deepest gratitude to all our stakeholders for their unwavering support and confidence in our company. As you are aware, we are conducting this AGM through VC (Video

Conferencing) in compliance with the relevant circulars issued by MCA and SEBI. Further, I would like to place on record that we have made our best efforts to enable members to participate in the

AGM and vote on items being considered in this meeting. I am attending this meeting through Video

Conferencing from Mumbai. Along with me, we have our Board.

First and foremost, we have Shri Ashok Kumar Windlass, founder and Whole-time Director, joining us from Dehradun. We have Mr. Hitesh Windlass, Managing Director, joining us from Gurgaon. We have Mr. Manoj Kumar Windlass, Joint Managing Director, joining us from Dehradun. We have Mr.

1

Pawan Kumar Sharma, Executive Director, joining us from Dehradun. Mrs. Prachi Jain Windlass,

Non-Executive Director and Chairperson of the CSR committee is joining us from Delhi. Along with them, we also have our Independent Directors: Mr. Srinivasan Venkataraman, Chairman of the Audit

Committee, joining us from New York, and Mr. Gaurav Gulati, Chairman of the Stakeholder and

Relationship Committee, joining us from Gurgaon. Along with the board, we also have our Key

Managerial Personnel

Mrs. Komal Gupta, our dynamic CEO and CFO and of course as I always say last but not least our meticulous hardworking Company Secretary Ananta Narayan Panda both of them joining us from Gurgaon.

Mr. Vijay Kumar Gupta, Mr. Ravi Varshney, representative of our Statutory Auditor M/s S S Kothari

Mehta & Co. LLP, Mr. Sourabh Jain, Cost Auditor, and Mr. Sandeep Joshi, Secretarial Auditor of the company, are present through VC (video conferencing). I want to thank them for their support and also request them to introduce themselves. Please, if you can introduce yourselves, please, the auditors.

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

Mr. Sourabh Jain, Cost Auditor, and Mr. Sandeep Joshi, Secretarial Auditor of the company, were present through VC.

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 23rd 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.

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

2 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 20th September, 2024 at 9.00 A.M to 23rd September, 2024 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 15 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 including other documents mentioned in the Notice of this AGM, are placed electronically and are available for inspection by the Members during the AGM.

With the permission of members, the Notice of AGM dated 20th May, 2024 including the explanatory statement attached thereto pursuant to Section 102 of the Companies Act, 2013 convening the 23rd

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 & Co. LLP, Company’s Auditors for the Financial Year ended 31st March, 2024, 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 2023-24.

Mr. Vijay Gupta (Statutory Auditors): We have audited the financial statement of the company for the year ended 31st March, 2024 and there is no qualification in the Auditors’ Report.

Thank you, Vijay Ji!

Company Secretary

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

Secretarial Audit Report for the financial year ended 31st March, 2024 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 23rd Annual General Meeting.

3

Mr. Hitesh Windlass

Dear Stakeholders,

Warm greetings to all of you. It gives us immense pleasure to address you all as we conclude the financial year 2023-24. As we look back on the turn of events that have marked the business year gone by, we are filled with pride at how Windlas has not only recorded growth in its current endeavours but also laid a strong foundation for brighter future prospects along with discharging equally fulfilling social commitments. It is a testament to our motto of accomplishing growth and robust performance across various parameters.

As the global economy slowly resurfaces after experiencing a little slowdown following the monetary tightening and elevated interest rates by major central banks, India has emerged as a robust emerging economy with a GDP growth rate of 8.2% in FY 2023-24 compared to 7.0% in FY 2022-23. More pharmaceutical giants are adopting leaner, flexible business models, outsourcing critical functions like research & development and manufacturing to the producers in the emerging economies.

Additionally, there is an increased demand observed for high-quality, generic medicines across these economies and India, as a result of the expiry of patents on branded drugs as well as government thrust on healthcare expenditure.

Windlas has identified these levers of growth well ahead in time and is strategically poised to utilise these to its advantage. Our strategic initiatives involve expanding our customer base, enrich product portfolio and extend distribution network while focusing on strict quality control to meet international technical standards and modernisation. We have perceived robust growth across all the three of our

Strategic Business Verticals viz. Generic Formulation CDMO, Trade Generics & Institutional and

Exports. Under Generic Formulations CDMO vertical, we cater to the Formulations manufacturing needs of the 15 out of the top 20 pharmaceutical companies in India. Our Trade Generics and

Institutional vertical, focuses on providing Authentic, Affordable and Accessible medication to the underserved semi-urban and rural markets in India. Government policies such as Ayushman Bharat and Jan Aushadhi, which extend medical coverage to a vast number of economically disadvantaged

Indians, further boost institutional purchases. We continue to build our export vertical by broadening into semi-regulated market and through filing of dossiers in different geographies.

We are happy to see that these strategic endeavours have started bearing fruits of our passion and persistence. Not only have we registered highest ever yearly revenue of ₹ 6,310 million but also generated substantial net operating cash flows ₹1,090 million. Our liquidity position end of period strengthens our ability to invest boldly in profitable growth. Furthermore, we commenced manufacturing at our state-of-the-art injectables facility in Q4 of this fiscal which is built to meet international cGMP standards.

Before we conclude, we would like to lay out the strategic goals for the coming fiscals for Windlas.

• With our highly modernised five manufacturing facilities, including the latest functional

Injectables facility; we aim to tap increasingly larger opportunities presented across all the three SBVs.

• We continue to focus on operational efficiency and ensuring strict quality control

4

• We seek to ascend the growth trajectory further with our customer-centric approach and taking advantage of the near-term patent expiry of key molecules.

• With the said liquidity at hand, we are ready to make effective utilisation of funds and seize any opportunity for business enhancement.

In the end, we would like to offer our sincere gratitude to our Board of Directors for their valued guidance and industry acumen and show our genuine appreciation for all the members of Windlas

Biotech family for their unwavering commitment, enthusiastic energy and diligent efforts. Also, we would like to thank our shareholders for their belief in our vision.

Company Secretary

Thank you Sir!

Now I invite Mrs. Komal Gupta, CEO & CFO of our Company to address our Shareholders.

Mrs. Komal Gupta

Dear Stakeholders,

I’m thrilled to commemorate FY 2024 as the new pinnacle in our journey. We’ve achieved prominent milestones, expanded strategically and stayed committed to creating value for our stakeholders.

Windlas’s strong and steady financial performance, highlighted by revenue and profitability growth consistently for past six quarters, fills me with immense joy. Our success at this pivotal moment would not have been possible without your steadfast trust and support. With your ongoing trust in our capabilities, I am optimistic that Windlas will keep ascending the growth trajectory in the years ahead.

The Indian pharmaceutical industry stands as the third-largest globally by volume. Windlas is strategically positioned to capture a larger share of this growing market with our diverse product portfolio across Generic formulation CDMO, Trade Generics & Institutional and Exports verticals, supported by our advanced manufacturing facilities in Dehradun.

Our solid financial performance in FY 2023-24 equips us to deliver considerable value and foster impactful results, as highlighted hereunder.

• Revenue: ₹6,310 million, up 23% YoY

• EBITDA: ₹782 million, reflecting 30% YoY growth

• PAT: ₹582 million, showing a 37% YoY increase

• EPS: ₹27.97, a 42% YoY growth

• Net Operating Cash Flow: ₹1,090 million and Liquidity Position: ₹2,064 million

• Dividend Proposal: ₹5.5 per share

• ROCE: 27%; ROE: 24%

The Company witnessed growth across all business verticals. The generic formulation CDMO generated ₹4,812 million in revenue (19% YoY growth) through strategic customer acquisition, increased wallet share with existing partners, staying focused on de-risking our client concentration and new product launches.

5

Our Trade Generics and Institutional Vertical delivered a 35% YoY increase in revenue, reaching

₹1,224 million fuelled by a continuously expanding product portfolio and a robust distribution network expansion across target markets. The government’s ambitious plan to multiply Jan Aushadhi

Stores and implementation of Ayushman Bharat, the flagship healthcare scheme further bolsters this vertical’s future potential.

The exports vertical noted 38% YoY growth reaching ₹274 million in revenue.

The newly commercialised Injectables production facility deepens our focus on complex dosage forms and chronic/ sub-chronic therapies and shall cater to all three of our business verticals.

I extend my heartfelt gratitude to all our stakeholders who have been with us on this journey. We deeply value our shareholders’ continued trust and investment, continuously propelling us to become the best version of ourselves. Through our operational excellence and strategic initiatives perfectly aligned with the dynamic shifts and the growth surge within the industry, we are poised for sustained long- term growth and value creation for our stakeholders.

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. 4 is given in the Notice.

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, 2024, 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. 5.50/- per Equity Share for the financial year 2023-24, to be approved as an Ordinary Resolution.

Item No. 3 of the Notice is regarding re-appointment of Mr. Manoj Kumar Windlass, Joint Managing

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

Special Business

Item No. 4 of the Notice is regarding Ratification of remuneration of Cost Auditor, to be approved as an Ordinary 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 23rd September, 2024 at

5.00 P.M.

6

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 15 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.

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 one by one and respond to the questions one after the other.

Now, I request Company Secretary to announce the names of the speakers who have registered themselves as speakers at the AGM.

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.

Company Secretary

Thank You Sir. Now I request the Chairman to please continue the meeting.

Chairman

So, there are no further questions. 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

7 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 thank you once again for your participation in this AGM through VC. I once again draw your attention that e-Voting on Insta Voting Platform of Link Intime India Pvt. Limited.

The voting will continue till 15 minutes from the conclusion of this AGM. Now, I request Mr. Hitesh

Windlass our Managing Director and shareholder to propose a vote of thanks to the Chair.

Mr. Hitesh Windlass

Thank you, Ananta. As we conclude this year’s AGM, I would like to take this opportunity to extend my sincere gratitude to all those who have made today’s gathering a success.

Firstly, I want to thank our esteemed Board members for their insightful contributions and unwavering support. Your strategic vision has been invaluable support as we continue to navigate the dynamic landscape of our industry. To our dedicated management team and employees, thank you for your hard work and commitment. It is your passion and perseverance that drive our success and innovation. Each of you plays a vital role in bringing our company vision to life, and I am proud to work alongside such talented individuals. I would also like to express my heartfelt appreciation to our shareholders. Your trust and confidence in us motivate us to strive for excellence and deliver sustainable growth. A special thanks goes to everyone involved in organizing this meeting. Your meticulous planning and execution have ensured a seamless experience for all attendees. As we look ahead, let us continue to work together with sheer commitment to our goals and values. Thank you and wishing you all a happy festive season ahead!

Company Secretary

The Meeting now stands concluded. Thank You!

The meeting concluded at 3.36 p.m. (includes post expiry of 15 minutes time allocated to the

Shareholders to cast their votes at the AGM).

* * * * * * *

8