Windlas Biotech Limited has completed the extinguishment of 4,70,000 (Four Lakh Seventy Thousand) fully paid-up equity shares of face value INR 5 each on May 18, 2026, marking the final step in its share buyback programme. The extinguishment was carried out in dematerialised form through National Securities Depository Limited (NSDL), with confirmation received on May 18, 2026. No equity shares were tendered or extinguished in physical form. The completion follows the buyback's tendering period, which ran from April 30, 2026 to May 07, 2026, during which the company repurchased shares at INR 1,000 per equity share through the tender offer route, utilising a total amount of INR 47,00,00,000 (Indian Rupees Forty Seven Crore Only), excluding transaction costs. A Post Buyback Public Announcement dated May 15, 2026 was published on May 16, 2026 in Financial Express (English, All Editions), Jansatta (Hindi, All Editions), and Dainik Bhaskar (Hindi, Dehradun Edition).

Buyback Programme Overview

The Board of Directors approved the buyback at its meeting on April 17, 2026. The Public Announcement was dated April 18, 2026 and published on April 20, 2026, followed by the Letter of Offer dated April 27, 2026 and the Offer Opening Advertisement dated April 28, 2026, published on April 29, 2026. The Record Date for determining eligible shareholders was April 24, 2026, and BSE served as the designated stock exchange. The buyback represented 2.23% of the total equity shares in the existing total paid-up equity share capital, 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.

Capital Structure and Share Capital Reconciliation

The company's authorised share capital comprises 108,000,000 equity shares of face value INR 5 each (₹540.00 million), 300,000,000 Non-Cumulative Compulsory Convertible Preference Shares of face value INR 100 each (₹30.00 million), and 20,500,000 Optionally Convertible Preference Shares of INR 10 each (₹205.00 million), totalling ₹775.00 million. With the extinguishment now complete, the company's paid-up equity share capital has been formally reduced. The table below presents the reconciliation of share capital before and after the buyback:

The extinguishment was executed through SMC Global Securities Limited (DP ID: IN303655) as the Depository Participant, with NSDL as the depository and Company Client ID No. 10340791. The NSDL confirmation letter dated May 18, 2026 confirmed the debit of 4,70,000 equity shares (ISIN: INE0H5O01029) with an execution date of May 16, 2026.

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:

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.

Shareholding Pattern: Pre and Post Buyback

The buyback has resulted in 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-extinguishment as the total share count reduces. The table below summarises the pre and post-buyback shareholding pattern as on the Record Date of April 24, 2026:

*Post 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:

Certification and Regulatory Compliance

The Certificate of Extinguishment dated May 18, 2026 was duly certified and verified by MUFG Intime India Private Limited (Registrar to the Buyback), M/s. Sandeep Joshi & Associates, Company Secretaries (Secretarial Auditor), and the Company, in compliance with Regulation 11 of the SEBI (Buy-back of Securities) Regulations, 2018. The extinguishment was carried out in accordance with the provisions of the Companies Act, 2013, SEBI (Depositories and Participants) Regulations, 2018, and other applicable provisions. Fintellectual Corporate Advisors Private Limited, based in Noida, Uttar Pradesh (SEBI Registration No.: INM000012944), served as the Manager to the Buyback. The announcement was signed by Managing Director Hitesh Windlass, Joint Managing Director Manoj Kumar Windlass, and Company Secretary and Compliance Officer Ananta Narayan Panda.

Windlas Biotech Limited announced a change in its board of directors on May 5, 2026, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors, through a resolution dated May 5, 2026, approved the appointment of a new Independent Woman Director and acknowledged the cessation of an existing Independent Director upon completion of his term. The intimation was filed with both BSE Limited and the National Stock Exchange of India Limited by Company Secretary and Compliance Officer Ananta Narayan Panda.

Board-Level Changes at a Glance

The two key changes to the board composition are summarised below:

Appointment of Dr. Tarashree Singhal

Dr. Tarashree Singhal has been appointed as an Additional Director and Independent Woman Director of Windlas Biotech with effect from May 5, 2026, based on the recommendation of the Nomination and Remuneration Committee. The appointment is for a period of five consecutive years and remains subject to the approval of shareholders. Dr. Tarashree Singhal holds an MBBS Degree from Mysore University and a PG Diploma in Ultrasonography from Annamalai University, and brings over 26 years of experience as a medical practitioner. She has been confirmed as not debarred from holding the office of director by virtue of any SEBI order or any other such authority. Her relationship with other directors has been disclosed as independent.

Cessation of Mr. Srinivasan Venkataraman

Mr. Srinivasan Venkataraman (DIN: 01132306) has completed his five-year term as an Independent Director of the company. He ceases to be a director with effect from the close of business hours on May 5, 2026, with the effective date of cessation being May 6, 2026. Consequent to his cessation as a director, Mr. Venkataraman also ceases to be a member and chairman of the committees on which he served.

Regulatory Compliance

The disclosures pertaining to this change in directorate have been made in accordance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular Ref: HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. The detailed profile of Dr. Tarashree Singhal was submitted as Annexure I along with the regulatory filing.