Windlas Biotech Limited has announced significant changes in its directorate structure, re-appointing three key directors for five-year terms following a Board meeting held on February 5, 2026. The appointments were made based on recommendations from the Nomination and Remuneration Committee and are subject to shareholder approval.

Director Re-appointments Overview

The pharmaceutical company has re-appointed three directors to ensure continuity in leadership and strategic direction:

Leadership Profiles

Ashok Kumar Windlass - Whole-time Director

Mr. Ashok Kumar Windlass, the Promoter and Founder of the company, brings extensive experience spanning over 56 years in the manufacturing and pharmaceutical industries. Key highlights of his profile include:

• Holds a diploma in Civil Engineering from Government Polytechnic, Ambala City
• Initially appointed as Managing Director on April 1, 2001
• Transitioned to Whole-time Director role on May 3, 2021
• Awarded the Uttarakhand Ratan at the 38th Annual All India Conference of Intellectuals in 2018
• Has family connections within the company including his sons Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass, and daughter-in-law Mrs. Prachi Jain Windlass

Vivek Dhariwal - Independent Director

Mr. Vivek Dhariwal serves as Chairman of the Board and brings over 24 years of industry experience in manufacturing and supply chain operations. His professional background includes:

• Bachelor's Degree in Chemical Engineering from IIT Bombay
• Master's Degree in Chemical Engineering from the University of Kentucky, USA
• Previous leadership roles at prominent companies including ICI India Ltd, Baxter India Private Ltd, and Pfizer Ltd
• No inter-se relationships with other company directors

Gaurav Gulati - Independent Director

Mr. Gaurav Gulati combines academic distinction with industry expertise in his role as Non-Executive Independent Director:

• Bachelor's Degree in Computer Science from the University of Illinois
• MBA from the Booth School of Business, USA
• Previous key leadership roles at Oyo Hotels and Homes Private Limited
• Contributed significantly to business strategy and operations
• No inter-se relationships with other company directors

Regulatory Compliance

The re-appointments comply with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All three directors have been confirmed as not being debarred from holding directorial positions by SEBI or any other regulatory authority. The company has provided comprehensive disclosures as required under SEBI circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

The re-appointments ensure continuity in the company's leadership structure while maintaining the required balance of executive and independent directors on the Board.

Windlas Biotech Limited has announced the dissolution of its wholly owned subsidiary Windlas Inc. USA, following approval from the Board of Directors during a meeting held on February 5, 2026. The decision involves a non-operating subsidiary that has contributed zero revenue to the parent company.

Board Resolution and Regulatory Compliance

The dissolution was approved in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has submitted the required intimation to both BSE Limited and National Stock Exchange of India Limited, ensuring full regulatory compliance with the listing requirements.

Financial Impact and Subsidiary Details

The financial performance and position of Windlas Inc. USA demonstrates minimal impact on the parent company's operations:

The subsidiary's negative net worth of USD -1923.10 and zero turnover indicate it has been dormant with no active business operations contributing to the parent company's revenue stream.

Dissolution Process and Timeline

Windlas Biotech will file an application for dissolution under the laws of Delaware, USA, with the appropriate regulatory authorities. The dissolution process does not involve any sale agreement or buyer, as this represents a straightforward corporate restructuring to eliminate a non-contributing entity from the group structure.

The transaction does not qualify as a related party transaction and falls outside any scheme of arrangement. No compliance requirements under regulation 37A of LODR Regulations apply to this dissolution process.

Corporate Structure Optimization

This dissolution represents a strategic move to streamline the corporate structure by eliminating a non-operational entity. The subsidiary has not generated any revenue or contributed to the parent company's business operations, making its dissolution a logical step in optimizing the group's organizational framework.

The company secretary and compliance officer, Ananta Narayan Panda, has communicated the decision to stock exchanges, ensuring transparent disclosure to stakeholders and maintaining regulatory compliance throughout the dissolution process.