Notes to Accounts of Windlas Biotech Ltd.

Mar 31, 2025

f) Contract Liabilities

A contract liability is the obligation to transfer goods
or services to a customer for which the Company has
received consideration (or an amount of consideration
is due) from the customer. If a customer pays
consideration before the Company transfers goods
or services to the customer, a contract liability is
recognised when the payment is made or the payment
is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Company performs
under the contract.

g) Impairment

An impairment is recognised to the extent that the
carrying amount of receivable or asset relating to

contracts with customers (a) the remaining amount
of consideration that the Company expects to receive
in exchange for the goods or services to which such
asset relates; less (b) the costs that relate directly to
providing those goods or services and that have not
been recognised as expenses.

2.09 Employee benefits

(i) Long-term employee benefit obligations

a) Compensated Absences

"Liability in respect of compensated absences
becoming due or expected to be availed within one
year from the balance sheet date is recognised on
the basis of undiscounted value of estimated amount
required to be paid or estimated value of benefit
expected to be availed by the employees. Liability in
respect of compensated absences becoming due or
expected to be availed more than one year after the
balance sheet date is estimated on the basis of an
actuarial valuation performed by an independent
actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience
and changes in actuarial assumptions are credited or
charged to the statement of profit and loss in the year
in which such gains or losses are determined.

(ii) Post-employment obligations

a) Gratuity

Gratuity is a post-employment benefit and is in the
nature of a defined benefit plan. The liability recognised
in the balance sheet in respect of gratuity is the present
value of the defined benefit obligation at the balance
sheet date less the fair value of plan assets, together with
adjustments for unrecognised actuarial gains or losses
and past service costs. The defined benefit obligation
is determined by actuarial valuation as on the balance
sheet date, using the projected unit credit method.
Remeasurements, comprising of actuarial gains
and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined
benefit liability and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognised immediately in the
balance sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which
they occur. Remeasurements are not reclassified to
profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the
earlier of:

(i) The date of the plan amendment or curtailment, and

(ii) The date that the Company recognises related
restructuring costs. Net interest is calculated by
applying the discount rate to the net defined benefit
liability or asset.

The Company recognises the following changes in the net
defined benefit obligation as an expense in the statement
of profit and loss:

(i) Service costs comprising current service costs, past-
service costs, gains and losses on curtailments and
nonroutine settlements; and

(ii) Net interest expense or income

b) Provident fund

The Company makes contributions to statutory
provident fund in accordance with the Employees
Provident Fund and Miscellaneous Provisions Act, 1952,
which is a defined contribution plan. The Company''s
contributions paid/payable under the scheme is
recognised as an expense in the Statement of Profit and
Loss during the period in which the employee renders
the related service.

c) Employee State Insurance

The Company makes prescribed monthly contributions
towards Employees'' State Insurance Scheme.

d) Superannuation Scheme

The Company contributes towards a fund established to
provide superannuation benefit to certain employees
in terms of Group Superannuation Policy entered into
by such fund with the Life Insurance Corporation of
India.

e) Pension Scheme

The Company makes contributions to the Pension
Scheme fund in respect of certain employees of the
Company.

2.10 Leases- Company as a lessee

Leases are accounted for using the principles
of recognition, measurement, presentation
and disclosures as set out in Ind AS 116 Leases.
On inception of a contract, the Company assesses whether
it contains a lease. A contract contains a lease when it
conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. The
right to use the asset and the obligation under the lease to
make payments are recognised in the Company''s financial
statements as a right-of-use asset and a lease liability.

Lease contracts may contain both lease and non-lease
components. The Company allocates payments in the
contract to the lease and non-lease components based
on their relative stand-alone prices and applies the lease
accounting model only to lease components.

The right-of-use asset recognised at lease commencement
includes the amount of lease liabilities on initial
measurement, initial direct costs incurred, and lease
payments made at or before the commencement date
less any lease incentives received. Right-of-use assets are
depreciated to a residual value over the rights-of-use assets''
estimated useful life or the lease term, whichever is lower.
Right-of-use assets are also adjusted for any re-measurement
of lease liabilities and are subject to impairment testing.
Residual value is reassessed at each reporting date.
The lease liability is initially measured at the present value
of the lease payments to be made over the lease term.
The lease payments include fixed payments (including ''in¬
substance fixed'' payments) and variable lease payments
that depend on an index or a rate, less any lease incentives
receivable. ''In-substance fixed'' payments are payments
that may, in form, contain variability but that, in substance,
are unavoidable. In calculating the present value of lease
payments, the Company uses its incremental borrowing
rate at the lease commencement date if the interest rate
implicit in the lease is not readily determinable.

The lease term includes periods subject to extension options
which the Company is reasonably certain to exercise and
excludes the effect of early termination options where the
Company is not reasonably certain that it will exercise the
option. Minimum lease payments include the cost of a
purchase option if the Company is reasonably certain it will
purchase the underlying asset after the lease term.

After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest on lease
liability and reduced for lease payments made. In addition,
the carrying amount of lease liabilities is re-measured if
there is a modification e.g. a change in the lease term, a
change in the ''in-substance fixed'' lease payments or as a
result of a rent review or change in the relevant index or rate.
Variable lease payments that do not depend on an index or
a rate are recognised as an expense in the period over which
the event or condition that triggers the payment occurs.
In respect of variable leases which guarantee a minimum
amount of rent over the lease term, the guaranteed amount
is considered to be an ''in-substance fixed'' lease payment
and included in the initial calculation of the lease liability.
Payments which are ''in-substance fixed'' are charged against
the lease liability.

The Company has opted not to apply the lease accounting
model to intangible assets, leases of low-value assets
or leases which have a term of less than 12 months.
Costs associated with these leases are recognised as
an expense on a straight-line basis over the lease term.
Lease payments are presented as follows in the Company''s
statement of cash flows:

(i) short-term lease payments, payments for leases of low-
value assets and variable lease payments that are not
included in the measurement of the lease liabilities are
presented within cash flows from operating activities;

(ii) payments for the interest element of recognised
lease liabilities are presented within cash flows from
financing activities; and

(iii) payments for the principal element of recognised
lease liabilities are presented within cash flows from
financing activities.

2.11 Earnings per share

Basic earnings per share are calculated by dividing the
net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the period. The weighted
average number of equity shares outstanding during the
period is adjusted for events such as bonus issue, bonus
element in a rights issue, share split, and reverse share split
(consolidation of shares) that have changed the number of
equity shares outstanding, without a corresponding change
in resources.

For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares
outstanding during the period are adjusted for the effect of
all potentially dilutive equity shares.

2.12 Fair value measurement

The Company measures financial instruments at fair value
at each balance sheet date.

Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The
fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes
place either:

(i) In the principal market for asset or liability, or

(ii) In the absence of a principal market, in the most
advantageous market for the asset or liability.

The principal or the most advantageous market must be
accessible by the Company.

The fair value of an asset or liability is measured using
the assumptions that market participants would use
when pricing the asset or liability, assuming that market
participants act in their economic best interest.

A fair value measurement of a non- financial asset takes into
account a market participant''s ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the
asset in its highest and best use.

The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use
of relevant observable inputs and minimizing the use of
unobservable inputs.

All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based
on the lowest level input that is significant to the fair value
measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active
markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest
level input that is significant to the fair value
measurement is directly or indirectly observable

Level 3- Valuation techniques for which the lowest
level input that is significant to the fair value
measurement is unobservable

For assets and liabilities that are recognized in the financial
statements on a recurring basis, the Company determines
whether transfers have occurred between levels in
the hierarchy by re-assessing categorization (based on
the lowest level input that is significant to fair value
measurement as a whole) at the end of each reporting
period.

For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained above.

2.13 Employees Stock option plan

Some employees (including senior executives) of the
Company receive remuneration in the form of share
based payment, whereby employees render services
as consideration for equity instruments (equity-settled
transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by
the fair value at the date when the grant is made using
an appropriate valuation model. That cost is recognised,
together with a corresponding increase in share-based
payment (SBP) reserves in equity, over the period in which
the performance and/ or service conditions are fulfilled
in employee benefits expense. The cumulative expense
recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the
vesting period has expired and the Company''s best estimate
of the number of equity instruments that will ultimately
vest. The statement of profit and loss expense or credit for
a period represents the movement in cumulative expense
recognised as at the beginning and end of that period and
is recognised in employee benefits expense.

Service and non-market performance conditions are not
taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being
met is assessed as part of the Company''s best estimate
of the number of equity instruments that will ultimately
vest. Market performance conditions are reflected within
the grant date fair value. Any other conditions attached to
an award, but without an associated service requirement,
are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and
lead to an immediate expensing of an award unless there
are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately
vest because non-market performance and/or service
conditions have not been met. Where awards include
a market or non-vesting condition, the transactions are
treated as vested irrespective of whether the market or
non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified,
the minimum expense recognised is the expense had the
terms had not been modified, if the original terms of the
award are met. An additional expense is recognised for any
modification that increases the total fair value of the share-
based payment transaction or is otherwise beneficial to the
employee as measured at the date of modification. Where
an award is cancelled by the entity or by the counterparty,
any remaining element of the fair value of the award is
expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share.

2.14 Significant accounting judgements, estimates and
assumptions

The preparation of the Company''s financial statements
requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the
carrying amount of the asset or liability affected in future
periods.

Judgements

In the process of applying the Company''s accounting
policies, management has made the following judgments,
which have the most significant effect on the amounts
recognized in the Standalone Financial Statements.

a) Recognition of deferred taxes

The extent to which deferred tax assets can be
recognized is based on an assessment of the probability
of the future taxable income against which the deferred
tax assets can be utilized.

b) Impairment of Financial assets

The impairment provisions of financial assets are based
on assumptions about risk of default and expected
loss rates. the Company uses judgment in making
these assumptions and selecting the inputs to the
impairment calculation, based on Company''s past
history, existing market conditions as well as forward
looking estimates at the end of each reporting period.

c) Recognition of revenue

The price charged from the customer is treated as
stand alone selling price of the goods transferred
to the customer. At each balance sheet date, basis
the past trends and management judgment, the
Company assesses the requirement of recognising
provision against the sales returns for its products
and in case, such provision is considered necessary,
the management make adjustment in the revenue.
However, the actual future outcome may be different
from this judgement.

d) Impairment of non-Financial assets

The Company assesses at each reporting date whether
there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment
testing for an asset is required, the Company estimates
the asset''s recoverable amount. An assets recoverable
amount is the higher of an asset''s CGU''S fair value less
cost of disposal and its value in use. It is determined for
an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from
other assets or Company''s of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable

amount, the asset is considered impaired and is written
down to its recoverable amount.

I n assessing value in use, the estimated future cash
flows are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs
of disposal, recent market transactions are taken into
account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations
are corroborated by valuation multiples, or other fair
value indicators.

e) Leases

Ind AS 116 requires lessees to determine the lease term
as the non-cancellable period of a lease adjusted with
any option to extend or terminate the lease, if the use
of such option is reasonably certain. The Company
makes an assessment on the expected lease term on
a lease-by-lease basis and thereby assesses whether
it is reasonably certain that any options to extend or
terminate the contract will be exercised. In evaluating
the lease term, the Company considers factors such as
significant leasehold improvements undertaken over
the lease term, costs relating to the termination of the
lease etc. The lease term in future periods is reassessed
to ensure that the lease term reflects the current
economic circumstances.

f) Government grants

The Company assesses whether the government grant
received is for purchase of capital assets or for meeting
expenses as per the conditions attached to the grant
and recognises the same as either deduction from cost
of assets or income in statement of profit and loss

Estimates and assumptions

The key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the
next financial year, are described below. The Company
based its assumptions and estimates on parameters
available when the financial statements were prepared.
Existing circumstances and assumptions about future
developments, however, may change due to market
changes or circumstances arising beyond the control of the
Company. Such changes are reflected in the assumptions
when they occur.

a) Taxes

Uncertainties exist with respect to the interpretation of
complex tax regulations, changes in tax laws, and the
amount and timing of future taxable income. Given

the wide range of business relationships and the long¬
term nature and complexity of existing contractual
agreements, differences arising between the actual results
and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to
tax income and expense already recorded. The Company
establishes provisions, based on reasonable estimates.
The amount of such provisions is based on various factors,
such as experience of previous tax audits and differing
interpretations of tax regulations by the taxable entity and
the responsible tax authority

b) Gratuity benefit

The cost of defined benefit plans (i.e. Gratuity benefit)
is determined using actuarial valuations. An actuarial
valuation involves making various assumptions which
may differ from actual developments in the future. These
include the determination of the discount rate, future
salary increases, mortality rates and future pension
increases. Due to the complexity of the valuation, the
underlying assumptions and its long-term nature, a
defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at
each reporting date. In determining the appropriate
discount rate, management considers the interest rates
of long term government bonds with extrapolated
maturity corresponding to the expected duration of
the defined benefit obligation. The mortality rate is
based on publicly available mortality tables for the
specific countries. Future salary increases and pension

increases are based on expected future inflation rates
for the respective countries. Further details about the
assumptions used, including a sensitivity analysis, are
given in Note 40.

c) Fair value measurement of financial instrument

When the fair value of financial assets and financial
liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets,
their fair value is measured using valuation techniques
including the Discounted Cash Flow (DCF) model. The
inputs to these models are taken from observable
markets where possible, but where this is not feasible,
a degree of judgment is required in establishing fair
values. Judgments include considerations of inputs
such as liquidity risk, credit risk and volatility. Changes
in assumptions about these factors could affect the
reported fair value of financial instruments.

d) Property, plant and equipment and intangible
assets

The charge in respect of periodic depreciation is derived
after determining an estimate of an asset''s expected
useful life and the expected residual value at the end
of its life. The useful lives and residual values of the
Company''s assets are determined by management at
the time the asset is acquired and reviewed periodically,
including at each financial year end. For managements
estimates on useful life of assets refer note 2.02 and
2.03.

A. Terms of Loans taken

(i) Loan from SIDBI Bank amounting to '' 1.09 millions carrying interest rate of 5% (fixed) per annum,with monthly rest,on the principal
amount of the loan outstanding as on March 31,2024 and is repayable in 12 monthly instalments. The loan is secured by (A) Extension
of first charge by the way of Hypothecation on Plant & Machinery / Misc. Fixed Assets, acquired from earlier SIDBI Term Loan installed at
Plot No. 40/1, Mohabewala Industrial Area, Dehradun-248110. (B) Personal Guarantee of Mr. Ashok Kumar Windlass, Mr. Hitesh Windlass
and Mr. Manoj Kumar Windlass.

B. As on the reporting date there is no default in repayment of loans and interest.

Performance obligation

Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer,
generally on delivery of the goods. {refer accounting policy 2.08}.

Sales of services: The performance obligation in respect of Software development services and Engineering services is recognised over
time, since the customer simultaneously receives and consumes the benefits provided by the Company.{refer accounting policy 2.08}. There
is no remaining performance obligation (unsatisfied performance obligation) pertaining to sale of services as at March 31,2025, March 31,
2024

38 Segment Information

Segments are identified in line with Ind AS-108, "Operating Segment" [specified under the section 133 of the Companies Act 2013 (the
Act)] read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the
Act, taking into consideration the internal organisation and management structure as well as differential risk and return of the segment.
Based on above, the company has identified "Pharmaceutical" as the only primary reportable segment. The company does not have any
geographical segment. Hence no separate disclosures are provided in these standalone financial statements.

39 Details of dues to Micro, Small and Medium Enterprises as per Micro Small and Medium Enterprise Development Act, 2006

Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act) for the year ended is given below. This information has been determined to the extent such parties have been identified on the
basis of information available with the Company.

40 Gratuity and other post employment benefits

Disclosures pursuant to Ind AS - 19 "Employee Benefits"(notified under the section 133 of the Companies Act 2013 (the Act) read with
Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and other relevant provision of the Act) are given

below :

(i) Defined Contribution Plans

The Company makes payment to statutory funds in accordance with the Employees Provident Fund and Miscellaneous Provisions Act,
1952 and Employees State Insurance Act, 1948 which are defined contribution plans. The Company''s contribution paid/payable under
the schemes is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related
service. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive
obligation. The amount recognised in Statement of Profit and loss is Rs. 34.21 millions (March 31,2024: Rs. 28.34 millions).

Note:

(i) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding
balances at the period end/ year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining
the financial position of the related party and the market in which the related party operates.

(ii) Remuneration to the key managerial personnel does not include the provisions made for gratuity and leave encashment, as they are
determined on an actuarial basis for the company as a whole.

(iii) The Company has recognised an expenses of Rs. 16.76 millions (previous year Rs. 8.83 millions) towards employee stock options
granted to Key Managerial Personnel.

42 Short term leases

Short term leases are mainly in the nature of premises and godowns and are renewable / cancellable at the option of either of the
party. The aggregate amount of short term lease payment recognised in the statement of Profit and Loss account is March 31,2025: Rs.
8.30 millions, March 31,2024: Rs. 4.85 millions.

All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy, described as follows,

based on the lowest level input that is significant to the fair value measurement as a whole;

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded
bonds and mutual funds that have quoted prices. The fair value of all equity instruments (including bonds) which are traded in
stock exchanges is valued using the closing prices as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. traded bonds, over-the-counter derivatives) is
determined using valuation techniques which maximises the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on the observable market data, the instrument is included in level 3.

During the year, there were no transfers between Level 1 and Level 2, and no transfers into and out of Level 3 fair value measurements.

The Group''s policy is to recognise transfers into and transfer out of fair value hierarchy levels as at the end of the reporting period.

The carrying amount of financial instruments such as cash and cash equivalents, other bank balances, trade payables, and other current
financial assets and liabilities are considered to be same as their fair value due to their short term nature. The carrying amount of borrowings
are considered to be same as their fair value since it comprises the working capital loan and bank overdraft which are short term in
nature.

D. Valuation technique used to determine fair value

The fair value of security deposits were calculated based on discounted cash flows using current lending rate. The fair value of other
financial instruments viz. cash and cash equivalents, borrowings, trade payables and other financial assets and liabilities are considered
to be same as their carrying value due to their short term nature.

E. Valuation process

A team in the finance department of the Company performs the valuations of financial assets and liabilities required for financial
reporting purposes including level 3 fair values. It directly reports to the Chief Financial Officer (CFO). Discussions of valuation
processes and results are held between the CFO and valuation team on periodic basis in line with the Company''s reporting period.
The level 3 input for security deposits is derived at using the current lending rate of Company''s borrowings.
Changes in level 2 and level 3 fair values, if any, are analysed at the end of the reporting period and reasons for such movements are
provided by the valuation team.

44 Financial risk management objectives and policies

The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables etc. The main purpose of these
financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include cash and cash equivalents,
other bank balances, trade receivables, security deposits, etc. that derive directly from its operations.

The Company is exposed to credit risk and liquidity risk. The Company''s senior management oversees the management of these risks.
The management is responsible for formulating an appropriate financial risk governance framework for the Company and for periodically
reviewing the same. The senior management ensures that financial risks are identified, measured and managed in accordance with the
Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarized below:

a. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market prices comprises two types of risk: foreign currency risk and interest rate risk. Financial instruments affected by market risks
include loans and borrowings, deposits and foreign currency receivables and payables. The sensitivity analysis in the following sections
relate to the position as at reporting date. The analysis excludes the impact of movement in market variables on the carrying values
of gratuity and other post- retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant
Profit and Loss items and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets
and financial liabilities held as of March 31,2025 and March 31,2024.

I. Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s
operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure
arising from foreign currency transactions and follows established risk management policies.

II. Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term
debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and
variable rate loans and borrowings. The Company does not enter into any interest rate swaps.

b. Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, security deposits and other financial instruments.

Credit risk management
Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of
assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk
B: Moderate credit risk
C: High credit risk

The Company provides for expected credit loss based on the following:

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to
make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and
considering differences between current and historical economic conditions.

*Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided
against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment.
Recoveries made are recognised in statement of profit and loss.

Trade receivables

Credit risk is managed by each business unit subject to the company''s established policy, procedures and control relating to customer credit
risk management. Outstanding customer receivables are regularly monitored. The impairment analysis is performed at each reporting date
on an individual basis for major clients. In addition, a large number of minor receivables are companyed into homogeneous companys
and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of
financial assets. The company does not hold collateral as security. The company''s credit period generally ranges from 30-60 days or as per
agreed contractual terms and conditions.

Financial instruments and other deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with
the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by the Company''s Board of Directors on an annual basis, and may be updated
throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty''s
potential failure to make payments. The Company''s maximum exposure to credit risk for the components of the statement of financial
position at March 31,2025, March 31,2024 is the carrying amounts.

c. Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The
Company''s objective at all times is to maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company
closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing
through the use of short- term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior
management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows.
The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

Capital management

The Company''s objective when managing capital are to:

- safeguard it''s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other
stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.- In order to maintain capital structure, the Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants consistent with others in the industry. The Company monitors capital using a gearing ratio, which is net debt divided by
total capital. The Company includes within net debt the loans and borrowing less cash and cash equivalents and Bank Balance other than
cash and cash equivalents. Capital includes equity attributable to the owners of the Company.

45. Disclosure on Employees Stock Options Scheme
a) ESOP Policy

Equity share-based payments to employees and other providing similar services are measured at the fair value of the equity
instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based payments
transactions are set out in notes to accounts.

The fair value determined at the grant date of the equity-settled share based payments is expensed on straight-line basis over
the vesting period, based on the company''s estimate of equity instrument that will eventually vest, with acorresponding increase

in equity. At the end of each reporting period, the company revises its estimate of the number of equity instruments expected
to vest. The impact of the revision of original estimates, if any, is recognised in the Statement of Profit and Loss such that the
cumulative expenses reflects the revised estimate, with a corresponding adjustment to the Share Option Outstanding Account.

(b) ESOP Disclosure

Details of Scheme: Employee Stock Option Plan 2021

During the year ended March 31,2022, the Company has instituted "Windlas Biotech Limited - Employee Stock Option Plan 2021"
(''ESOP Scheme 2021'') pursuant to the approval of Board of Directors of the company as on April 16, 2021 and the Shareholders of
the Company as on April 17, 2021.The maximum number of shares that may be issued pursuant to the scheme shall not exceed
546,222 shares. Out of 546,222 shares, 419,439 shares were granted on June 03, 2021 (grant date) to the eligible employees.

The Plan provides for grant of stock options, wherein one stock option would entitle the holder of the option a right to
apply for one fully paid equity share (Face value of Rs.5) of the company upon fulfilment of vesting conditions prescribed
in the Plan. The stock options granted to each eligible employee shall vest not earlier than 1 (One) year and not later than
maximum Vesting Period of 5 (five) years from the date of Grant with ratio of 10:20:30:40 vesting. The eligible employees shall be
entitled to exercise the vested options within the exercise period. The Exercise price of the stock options granted is INR 275.35

Details of Scheme: Employee Stock Option Plan 2023

During the year ended March 31, 2024, the Company has instituted "Windlas Biotech Limited - Employee Stock Option Plan 2023"
(''ESOS Scheme 2023'') pursuant to the approval of Board of Directors of the company as on Aug 08, 2023 and the Shareholders of the
Company as on Sep 12, 2023.The maximum number of shares that may be issued pursuant to the scheme shall not exceed 315,000
shares. Out of 315,000 shares, 307,750 shares were granted on Oct 17, 2023 (grant date) to the eligible employees.

The Plan provides for grant of stock options, wherein one stock option would entitle the holder of the option a right to apply for one
fully paid equity share (Face value of Rs.5) of the company upon fulfilment of vesting conditions prescribed in the Plan. The stock
options granted to each eligible employee shall vest over a period of 4 years with equal vesting from the grant date. The eligible
employees shall be entitled to exercise the vested options within the exercise period. The Exercise price of the stock options granted
is INR 275.00

46. Buyback of Shares

The Board of Directors of the company in their meeting held on November 08, 2022, has decided for Buy-back of Equity
shares of Face Value Rs.5 each for an amount not exceeding Rs. 250.00 million at a price not exceeding Rs. 325/- (Rupees Three
Hundred and Twenty Five Only) per equity share ("Maximum Buy-back Price") payable in cash from the equity shareholders/
beneficial owners of the equity shares of the Company other than the Promoters, members of Promoter Group and
persons in control of the Company ("Buyback Offer") from Open Market through Stock Exchange Mechanism in terms of
the provisions of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback Regulations").
The company had based on the above approval bought back 867,747 number of Equity share having face value of Rs.
5 each for an amount Rs. 217.966 million at the average price of Rs. 251.19 from the open market till March 31, 2023.

The Company, completed the Buyback on May 03, 2023 by purchase of 995,800 equity shares aggregating to Rs. 250.039 million
(excluding Transaction Costs) from the equity shareholders of the Company (other than the promoters, promoter group and persons
in control of the Company) via the open market route. The amount utilised towards the Buyback exceeded by Rs. 0.039 million due
to reasons beyond control, which is 0.0159% of the amount earmarked for the Buyback.The board has approved the total amount of
buyback of Rs. 250.039 million.

49 Other Statutory information

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for
holding any Benami property.

ii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iii. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

v. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

vi. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013
read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

vii. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961.

viii. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both
during the current or previous year.

ix. The company has not granted any loans or advances in the nature of loans either repayable on demand.

50 Significant Events after the Reporting date

There were no significant adjusting events that occurred subsequent to the reporting date.

As per our report of even date For and on behalf of the board of directors of Windlas Biotech Limited

For S S Kothari Mehta & Co LLP

Chartered Accountants
Firm Registration Number -
000756N/N500441

Vijay Kumar Ashok Kumar Windlass Hitesh Windlass Manoj Kumar Windlass

Partner Whole Time Director Managing Director Joint Managing Director

Membership No. - 092671 DIN: 00011451 DIN: 02030941 DIN: 00221671

Place: New Delhi Place: Dehradun Place: Gurgaon Place: Dehradun

Date: May 22, 2025 Date: May 22, 2025 Date: May 22, 2025 Date: May 22, 2025

Komal Gupta Ananta Narayan Panda

Chief Executive Officer & Company Secretary

Chief Financial Officer Place: Gurgaon

Place: Gurgaon Date: May 22, 2025

Date: May 22, 2025

---

Mar 31, 2024

f) Contract Liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

g) Impairment

An impairment is recognised to the extent that the carrying amount of receivable or asset relating to contracts with customers (a) the remaining amount of consideration that the Company expects to receive in exchange for the goods or services to which such asset relates; less (b) the costs that relate directly to providing those goods or services and that have not been recognised as expenses.

2.09. Employee benefits

(i) Long-term employee benefit obligations

a) Compensated Absences

“Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the statement of profit and loss in the year in which such gains or losses are determined."

(ii) Post-employment obligations

a) Gratuity

Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is determined by actuarial valuation as on the balance sheet date, using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of

(i) The date of the plan amendment or curtailment, and

(ii) The date that the Company recognises related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

(i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and nonroutine settlements; and

(ii) Net interest expense or income"

b) Provident fund

The Company makes contributions to statutory provident fund in accordance with the Employees Provident Fund and Miscellaneous Provisions Act, 1952, which is a defined contribution plan. The Company’s contributions paid/payable under the scheme is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

c) Employee State Insurance

The Company makes prescribed monthly contributions towards Employees’ State Insurance Scheme.

d) Superannuation Scheme

The Company contributes towards a fund established to provide superannuation benefit to certain employees in terms of Group Superannuation Policy entered into by such fund with the Life Insurance Corporation of India.

e) Pension Scheme

The Company makes contributions to the Pension Scheme fund in respect of certain employees of the Company

2.10 Leases- Company as a lessee

Leases are accounted for using the principles of recognition, measurement, presentation and disclosures as set out in Ind AS 116 Leases.

On inception of a contract, the Company assesses whether it contains a lease. A contract contains a lease when it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to use the asset and the obligation under the lease to make payments are recognised in the Company’s financial statements as a right-of-use asset and a lease liability.

Lease contracts may contain both lease and non-lease components. The Company allocates payments in the contract to the lease and non-lease components based on their relative stand-alone prices and applies the lease accounting model only to lease components.

The right-of-use asset recognised at lease commencement includes the amount of lease liabilities on initial measurement, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated to a residual value over the rights-of-use assets’ estimated useful life or the lease term, whichever is lower. Right-of-use assets are also adjusted for any re-measurement of lease liabilities and are subject to impairment testing. Residual value is reassessed at each reporting date.

The lease liability is initially measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments (including ''in-substance fixed’ payments) and variable lease payments that depend on an index or a rate, less any lease incentives receivable. ''In-substance fixed’ payments are payments that may, in form, contain variability but that, in substance, are unavoidable. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease term includes periods subject to extension options which the Company is reasonably certain to exercise and excludes the effect of early termination options where the Company is not reasonably certain that it will exercise the option. Minimum lease payments include the cost of a purchase option if the Company is reasonably certain it will purchase the underlying asset after the lease term.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest on lease liability and reduced for lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is

a modification e.g. a change in the lease term, a change in the ''in-substance fixed’ lease payments or as a result of a rent review or change in the relevant index or rate.

Variable lease payments that do not depend on an index or a rate are recognised as an expense in the period over which the event or condition that triggers the payment occurs. In respect of variable leases which guarantee a minimum amount of rent over the lease term, the guaranteed amount is considered to be an ''in-substance fixed’ lease payment and included in the initial calculation of the lease liability. Payments which are ''in-substance fixed’ are charged against the lease liability.

The Company has opted not to apply the lease accounting model to intangible assets, leases of low-value assets or leases which have a term of less than 12 months. Costs associated with these leases are recognised as an expense on a straight-line basis over the lease term.

Lease payments are presented as follows in the Company’s statement of cash flows:

(i) short-term lease payments, payments for leases of low-value assets and variable lease payments that are not included in the measurement of the lease liabilities are presented within cash flows from operating activities;

(ii) payments for the interest element of recognised lease liabilities are presented within cash flows from financing activities; and

(iii) payments for the principal element of recognised lease liabilities are presented within cash flows from financing activities."

2.11 Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all potentially dilutive equity shares.

2.12 Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non- financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1- Quoted(unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization ( based on the lowest level input that is significant to fair value measurement as a whole ) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.13 Employees Stock option plan

Some employees (including senior executives) of the Company receive remuneration in the form of share based payment, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/ or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be nonvesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

2.14 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the Standalone Financial Statements.

a) Recognition of deferred taxes

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.

b) Impairment of Financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. the Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

c) Recognition of revenue

The price charged from the customer is treated as stand alone selling price of the goods transferred to the customer. At each balance sheet date, basis the past trends and management judgment, the Company assesses the requirement of recognising provision against the sales returns for its products and in case, such provision is considered necessary, the management make adjustment in the revenue. However, the actual future outcome may be different from this judgement.

d) Impairment of non-Financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An assets recoverable amount is the higher of an asset''s CGU''S fair value less cost of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company''s of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

I n assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, or other fair value indicators.

e) Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and there by assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease etc. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

f) Government grants

The Company assesses whether the government grant received is for purchase of capital assets or for meeting expenses as per the conditions attached to the grant and recognises the same as either deduction from cost of assets or income in statement of profit and loss.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a) Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority

b) Gratuity benefit

The cost of defined benefit plans (i.e. Gratuity benefit) is determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of long term government bonds with extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for the specific countries. Future salary increases and pension increases are based on expected future inflation rates for the respective countries. Further details about the assumptions used, including a sensitivity analysis, are given in Note 40.

c) Fair value measurement of financial instrument

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

d) Property, plant and equipment and intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Company’s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. For managements estimates on useful life of assets refer note 2.02 and 2.03.

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend, issue of bonus shares and fully / partly paid-up equity shares.

ESOP reserve

Share based payment reserve is used to recognise the value of equity settled share based payments provided to employees as a part of their remuneration.

Retained Earnings

Retained Earnings represents undistributed profit of the company which can be distributed to its Equity Share holders in accordance with requirements of Companies Act, 2013.

Capital Redemption Reserve

Capital redemption reserve is a reserve created on buy-back of equity shares in accordance with section 69 of the Companies Act, 2013. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

A. Terms of Loans taken

i) Loan from SIDBI Bank is settled with no pending dues as on March 31,2024 which was outstanding as on March 31,2023 for Rs. 2.23 millions with carrying interest rate of 8.09%. The loan was secured by (A) First charge by the way of hypothecation on the MFAs of the company situated at Plot No. 40/1, Mohabewala Industrial Area, Dehradun, Uttarakhand 248110 & khasra no. 141KHA, khasra no. 142KHA, 143KA, 145KHA, 145GA at Mohabewala industrial area, Dehradun, Uttarakhand. proposed to be acquired out of the present assistance. (B) Extension of first charge by the way of Hypothecation of all movable assets including the movables, plant & machinery, spares, tools & accessories, office equipment, computers, furniture, already acquired out of earlier Term Loan assistances located at Kh no. 141KHA, 142 KHA, 143KHA, 145KHA, 145GA Mohabewala Industrial Area, District & Taluka: Dehradun Uttarakhand. (C) Personal Guarantee of Mr. Ashok Kumar Windlass, Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass.

ii) Loan from SIDBI Bank amounting to Rs. 1.09 millions (March 31, 2023: Rs. 2.21 millions) carrying interest rate of 5% (fixed) per annum,with monthly rest,on the principal amount of the loan outstanding as on March 31,2024 and is repayable in 12 monthly instalments. The loan is secured by (A) Extension of first charge by the way of Hypothecation on Plant & Machinery / Misc. Fixed Assets, acquired (from earlier SIDBI Term Loan installed at Plot No. 40/1, Mohabewala Industrial Area, Dehradun-248110. (B) Personal Guarantee of Mr. Ashok Kumar Windlass, Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass.

B. As on the reporting date there is no default in repayment of loans and interest.

40 Gratuity and other post employment benefits

Disclosures pursuant to Ind AS - 19 "Employee Benefits”(notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and other relevant provision of the Act) are given below :

(i) Defined Contribution Plans

The Company makes payment to statutory funds in accordance with the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employees State Insurance Act, 1948 which are defined contribution plans. The Company’s contribution paid/payable under the schemes is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The amount recognised in Statement of Profit and loss is Rs. 28.34 millions (March 31,2023: Rs. 25.17 millions).

VII Risk exposure

Through its defined benefit obligation, the Company is exposed to a number of risks, the most significant of which are detailed below:

Salary Increases-Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

Investment Risk- If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

Discount Rate- Reduction in discount rate in subsequent valuations can increase the plan’s liability

Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan’s liability.

VIII Investment Details

The management of 100% of the gratuity funds is entrusted with the Life Insurance Corporation of India.

The carrying amount of financial instruments such as cash and cash equivalents, other bank balances, trade payables, and other current financial assets and liabilities are considered to be same as their fair value due to their short term nature. The carrying amount of borrowings are considered to be same as their fair value since it comprises the working capital loan and bank overdraft which are short term in nature.

D. Valuation technique used to determine fair value

The fair value of security deposits were calculated based on discounted cash flows using current lending rate. The fair value of other financial instruments viz. cash and cash equivalents, borrowings, trade payables and other financial assets and liabilities are considered to be same as their carrying value due to their short term nature.

E. Valuation process

A team in the finance department of the Company performs the valuations of financial assets and liabilities required for financial reporting purposes including level 3 fair values. It directly reports to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and valuation team on periodic basis in line with the Company’s reporting period.

The level 3 input for security deposits is derived at using the current lending rate of Company''s borrowings. Changes in level 2 and level 3 fair values, if any, are analysed at the end of the reporting period and reasons for such movements are provided by the valuation team.

44 Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables etc. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include cash and cash equivalents, other bank balances, trade receivables, security deposits, etc. that derive directly from its operations.

The Company is exposed to credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The management is responsible for formulating an appropriate financial risk governance framework for the Company and for periodically reviewing the same. The senior management ensures that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

a. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises two types of risk: foreign currency risk and interest rate risk. Financial instruments affected by market risks include loans and borrowings, deposits and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis excludes the impact of movement in market variables on the carrying values of gratuity and other post- retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss items and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31,2024, March 31,2023.

I. Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(i) Foreign currency risk exposure

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in Rs. 51.97 in millions is as follows:

II. Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company does not enter into any interest rate swaps.

b. Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, security deposits and other financial instruments.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk B: Moderate credit risk C: High credit risk

Financial instruments and other deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to make payments. The Company’s maximum exposure to credit risk for the components of the statement of financial position at March 31,2024, March 31,2023 is the carrying amounts.

c. Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s objective at all times is to maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short- term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

Capital management

The Company''s objective when managing capital are to:

- safeguard it''s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.- In order to maintain capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants consistent with others in the industry. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. The Company includes within net debt the loans and borrowing less cash and cash equivalents and Bank Balance other than cash and cash equivalents. Capital includes equity attributable to the owners of the Company.

46. Buyback of Shares

The Board of Directors of the company in their meeting held on November 08, 2022, has decided for Buy-back of Equity shares of Face Value Rs.5 each for an amount not exceeding ''250.00 million at a price not exceeding Rs. 325/- (Rupees Three Hundred and Twenty Five Only) per equity share ("Maximum Buy-back Price") payable in cash from the equity shareholders/ beneficial owners of the equity shares of the Company other than the Promoters, members of Promoter Group and persons in control of the Company ("Buyback Offer") from Open Market through Stock Exchange Mechanism in terms of the provisions of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback Regulations"). The company had based on the above approval bought back 867,747 number of Equity share having face value of Rs. 5 each for an amount ''217.966 million at the average price of Rs. 251.19 from the open market till March 31, 2023.

49 Other Statutory information

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.

ii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iii. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

v. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

vi. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

vii. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

ix. The company has not granted any loans or advances in the nature of loans either repayable on demand.

50. Significant Events after the Reporting date

There were no significant adjusting events that occurred subsequent to the reporting date.

As per our report of even date

For S S Kothari Mehta & Co LLP For and on behalf of the board of directors of Windlas Biotech Limited

Ch_art_ered Acc_0unt_ant_s (formerly known as Windlas Biotech Private Limited)

Firm Registration Number - 000756N/N500441

Vijay Kumar Ashok Kumar Windlass Hitesh Windlass Manoj Kumar Windlass

Partner Whole Time Director Managing Director Joint Managing Director

Membership No. - 092671 DIN: 00011451 DIN: 02030941 DIN: 00221671

Place: Delhi Place: Dehradun Place: Gurgaon Place: Dehradun

Date: May 20, 2024 Date: May 20, 2024 Date: May 20, 2024 Date: May 20, 2024

Komal Gupta Ananta Narayan Panda

Chief Executive Officer & Chief Financial Officer Company Secretary Place: Gurgaon Place: Gurgaon

Date: May 20, 2024 Date: May 20, 2024

---

Mar 31, 2023

2.21 Provisions and Contingent Liabilities Provisions

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the

amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured reliably. the Company does not recognize a contingent liability but discloses its existence in the financial statements unless the probability of outflow of resources is remote.

Contingent assets Contingent assets are not recognised in the financial statements. Contingent assets are disclosed in the financial statements to the extent it is probable that economic benefits will flow to the Company from such assets.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

2.22 Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non- financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1- Quoted(unadjusted) market prices in active markets for identical assets or liabilities

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization ( based on the

lowest level input that is significant to fair value measurement as a whole ) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.23 Exceptional items

Items which are material by virtue of their size and nature are disclosed separately as exceptional items to ensure that financial statements allows an understanding of the underlying performance of the business in the year and to facilitate comparison with prior year.

2.24 Employees Stock option plan

Some employees (including senior executives) of the Company receive remuneration in the form of share based payment, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/ or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when

determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company''s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be nonvesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

.25 Standalone statement of cash flows

Standalone statements of cash flows is made using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature, any deferral accruals of past or future cash receipts or payments and item of income or expense associated with investing

or financing of cash flows. The cash flows from operating, financing and investing activities of the Company are segregated.

2.26 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Judgements

In the process of applying the Company''s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the Standalone Financial Statements.

a) Recognition of deferred taxes

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.

b) Impairment of Financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. the Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

c) Recognition of revenue

The price charged from the customer is treated as stand alone selling price of the goods transferred to the customer. At each balance sheet date, basis the past trends

and management judgment, the Company assesses the requirement of recognising provision against the sales returns for its products and in case, such provision is considered necessary, the management make adjustment in the revenue. However, the actual future outcome may be different from this judgement.

d) impairment of nonfinancial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An assets recoverable amount is the higher of an asset''s CGU''S fair value less cost of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Company''s of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, or other fair value indicators.

e) Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment

(Mil dm

fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

d) Property, plant and equipment and intangible assets

The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Company''s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. For managements estimates on useful life of assets refer note 2.06 and 2.07.

2.27 Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1-Presentation of Financial Statements-

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023.The Company has evaluated the amendment and the impact of the amendment is insignificant in the standalone financial statements.

ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

This amendment has introduced a definition of ''accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statements

ind AS 12 - income Taxes

This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and off setting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the amendment and there is no impact on its standalone financial statement.

A. Terms of Loans taken

(i) Loan from SIDBI Bank amounting to '' 2.23 millions (March 31, 2022: '' 4.75 millions) carrying interest rate of 8.09% is outstanding as on March 31, 2023 and is repayable in 11 monthly instalments. The loan is secured by (A) First charge by the way of hypothecation on the MFAs of the company situated at Plot No. 40/1, Mohabewala Industrial Area, Dehradun, Uttarakhand 248110 & khasra no. 141KHA, khasra no. 142KHA, 143KA, 145KHA, 145GA at Mohabewala industrial area, Dehradun, Uttarakhand. proposed to be acquired out of the present assistance. (B) Extension of first charge by the way of Hypothecation of all movable assets including the movables, plant & machinery, spares, tools & accessories, office equipment, computers, furniture, already acquired out of earlier Term Loan assistances located at Kh no. 141KHA, 142 KHA, 143KHA, 145KHA, 145GA Mohabewala Industrial Area, District & Taluka: Dehradun Uttarakhand. (C) Personal Guarantee of Mr. Ashok Kumar Windlass, Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass.

(ii) Loan from SIDBI Bank amounting to '' 2.21 millions (March 31, 2022: '' 3.33 millions) carrying interest rate of 5% (fixed) per annum,with monthly rest,on the principal amount of the loan outstanding as on March 31, 2023 and is repayable in 24 monthly instalments. The loan is secured by (A) Extension of first charge by the way of Hypothecation on Plant & Machinery / Misc. Fixed Assets, acquired from earlier SIDBI Term Loan installed at Plot No. 40/1, Mohabewala Industrial Area, Dehradun-248110. (B) Personal Guarantee of Mr. Ashok Kumar Windlass, Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass.

40 GRATUITY AND OTHER POST EMPLOYMENT BENEFITS

Disclosures pursuant to Ind AS - 19 "Employee Benefits"(notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and other relevant provision of the Act) are given below :

(i) Defined Contribution Plans

The Company makes payment to statutory funds in accordance with the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employees State Insurance Act, 1948 which are defined contribution plans. The Company''s contribution paid/payable under the schemes is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The amount recognised in Statement of Profit and loss is '' 25.17 millions (March 31, 2022: '' 24.51 millions).

46. BUYBACK OF SHARES

The Board of Directors of the company in their meeting held on November 08, 2022, has decided for Buy-back of Equity shares of Face Value '' 5 each for an amount not exceeding '' 250,000,000/- at a price not exceeding '' 325/- (Rupees Three Hundred and Twenty Five Only) per equity share ("Maximum Buy-back Price") payable in cash from the equity shareholders/ beneficial owners of the equity shares of the Company other than the Promoters, members of Promoter Group and persons in control of the Company ("Buyback Offer") from Open Market through Stock Exchange Mechanism in terms of the provisions of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback Regulations").

The company had based on the above approval bought back 867,747 number of Equity share having face value of '' 5 each for an amount '' 217,966,267 at the average price of '' 251.19 from the open market till March 31, 2023.

The Company, completed the Buyback on May 03, 2023 by purchase of 995,800 equity shares aggregating to '' 250,039,654.15/- (excluding Transaction Costs) from the equity shareholders of the Company (other than the promoters, promoter group and persons in control of the Company) via the open market route. The amount utilised towards the Buyback exceeded by '' 39,654.15/- due to reasons beyond control, which is 0.0159% of the amount earmarked for the Buyback.The board has approved the total amount of buyback of '' 250,039,654.15/-.

47 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

i. Contingent Liabilities

During the FY 2008-09 to FY 2012-13, the Company has deposited state excise duty under protest '' 25.30 million for removal of goods (cough syrup ) containing codeine phosphate from excise bonded warehouse. The Honorable High Court of Uttarakhand had passed an order in favour of Company not to charge excise duty on cough syrup containing codeine phosphate less than prescribed limits prospectively and not to refund the excise duty under protest. The Company has filed an application for prayer with Honorable High Court of Uttarakhand for refund of excise duty. The concerned state excise department of Uttarakhand has submitted their reply with Honorable High Court on hearing. Further, the Company has submitted reply along with required documents. Hearing is pending with Honorable High Court which is delayed due to COVID 19. The management is of the opinion that the Company will receive the refund and has also taken an opinion from expert legal consultant for same who has confirmed management''s assessment.

49 OTHER STATUTORY INFORMATION

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.

ii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iii. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year

iv. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

v. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

vi. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

vii. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

ix. The company has not granted any loans or advances in the nature of loans either repayable on demand.

50 SIGNIFICANT EVENTS AFTER THE REPORTING DATE

There were no significant adjusting events that occurred subsequent to the reporting date.

As per our report of even date

for SS Kothari Mehta & Company for and on behalf of the board of directors of Windlas Biotech Limited

Chartered Accountants (formerly known as Windlas Biotech Private Limited)

Firm Registration Number - 000756N

Vijay Kumar Ashok Kumar Windlass Hitesh Windlass Manoj Kumar Windlass

Partner Whole Time Director Managing Director Joint Managing Director

Membership No. - 092671 DIN: 00011451 DIN: 02030941 DIN: 00221671

Place: New Delhi Place: Dehradun Place: Gurgaon Place: Dehradun

Date: May 05, 2023 Date: May 05, 2023 Date: May 05, 2023 Date: May 05, 2023

Komal Gupta Ananta Narayan Panda

CEO & CFO Company Secretary

Place: Gurgaon Place: Gurgaon

Date: May 05, 2023 Date: May 05, 2023