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:

The standalone revenue from operations increased from ' 6,444.24 million to ' 7,775.24 million, an increase of 21% over the previous
financial year notwithstanding challenging business environment. The standalone Profit After Tax increased from ' 581.44 million to '
606.49 million, an increase of 4% over the previous financial year. The standalone EPS of your company increased from ' 27.95 to ' 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 '21 million to General reserve for
the financial year ended March 31, 2025.

DIVIDEND

Based on the Company's performance and keeping in mind the
shareholders' interest, the Directors recommend a dividend of
'5.80/- per equity share (116%) on the fully paid-up equity shares
of '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
Company's 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 ' 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 ' 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 ' 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.

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 '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 '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.

ESOP Expenses for the year ended March 31, 2025 is ' 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
' 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 ' 10,39,92,875 (comprising of
2,07,98,575 equity share of ' 5/- each) as on March 31, 2024 to '
10,47,96,555 (comprising of 2,09,59,311 equity share of ' 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 Company's
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 ' 7,778.96 million as against ' 6,444.24 million in
the previous year. Net Profit after Tax (after minority interest) for
the year stood at ' 609.94 million as against ' 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/ re¬
appointment 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.

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 Company's 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.

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:

*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:

* 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 ANDTHEIR 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 Company's 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 Company's resources
and adherence to compliance standards.

Internal controls play a crucial role in safeguarding a company's
assets, ensuring compliance with regulations, and minimizing
risks. These controls encompass processes and procedures that
help maintain the integrity and reliability of the organization's
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 Company's
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 arm's 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 arm's length's
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 Company's 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 '
11.13 million (2% spend requirement was '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 Company's 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 Company's 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, (Firm's
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 Board's 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
auditor's 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:

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 Company's 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