23 July 2026

WINDAR PHOTONICS PLC

("Windar", the "Company" or the "Group")

Publication of Circular and Notice of General Meeting

Windar (AIM:WPHO), the technology group that has developed a cost efficient and innovative LiDAR wind sensor for use on electricity generating wind turbines, announces it has published a circular to Shareholders (the "Circular") to convene a General Meeting in order to provide the Company with the necessary authorities to carry out a proposed equity fundraise. The General Meeting is to be held on 7 August 2026 at 10.00 a.m., at the offices of Zeus Capital Limited, 12th floor, 125 Old Broad Street, London EC2N 1AR.

Background to and reasons for the Fundraising

As set out in the Company's announcements of 17 and 23 June 2026, the Board identified potential accounting irregularities recognising sales orders valued at approximately €2.8 million. The orders related to two Chinese distributors, one in FY24, and the other in FY25. These erroneous sales exacerbated the current working capital constraints of the Company due to the Board subsequently investing in inventory to meet anticipated demand, . The Company has, in addition, incurred longer than expected timelines to convert its pipeline of new business opportunities.

As a result of the above, the FY25 audit was delayed and the Company breached AIM Rule 19 as it was not capable of publishing its audited FY25 results by 30 June 2026. The Company's auditor, Gravita Audit II Limited resigned with effect from 14 July 2026 due to the discovery of the financial irregularities mentioned above and the Company subsequently appointed Buzzacott Audit LLP as its new auditor. The Ordinary Shares will remain suspended until, inter alia, the Company's audited accounts for FY25 have been published and posted to Shareholders.

Subject to completion of the audit, the Board believes that revenue and receivables relating to the approximately €2.8 million of erroneous sales orders should be restated in FY25 as follows:

·         FY25 revenues reduced from €6.4 million to €5.0 million; and

·         Full provision for outstanding receivables dating back to FY24 of €1.4 million.

Accordingly, draft unaudited summary results are expected to be:

The Board has also instigated a third-party investigation into the circumstances surrounding the posting of these sales orders including the orders in China in 2024.

Further details of the Company's financial position and prospects will be set out in a Fundraising launch announcement (should the Board consider there to be a realistic prospect of sufficient investor demand). The Board hope that such announcement can be made on or before 31 July 2026. On the assumption the minimum Fundraising amount is achieved, the Company will then seek to publish and post its audited FY25 accounts to Shareholders on or by 7 August 2026.

The Board also notes that two major customer orders (from China and the US) together worth over €6 million that were originally expected to be received in H1 2026 are currently on hold and there is no guarantee they will be placed with the Company. In addition, an expected US order for a full wind farm rollout has been delayed. Accordingly, the Board now expects materially lower revenue of approximately €1.8 million for the financial year ending 31 December 2026.

Whilst these are disappointing developments, with the many customer prospects in the US, Europe and Asia (outside China) that are being pursued, they do not change the Board's confidence in the Company's technologies and solutions and that they believe the core proposition of the business i.e. the wind industry requirement for Windar's products remains unchanged. Furthermore, the current excess inventory will unwind as new orders are received. Actions have been identified to re-set the business, led by Andreas Berg Nielson, the new CEO of the Company, including:

•      better utilisation of its engineering capabilities to test and launch new products whilst supporting existing sales;

•      the appointment of a new Director of Product Management alongside recruiting additional sales personnel; and

•      a cost reduction programme (already commenced).

The Placing

The Company is seeking to raise approximately £4.0 million pursuant to the Fundraising, to be utilised as follows:

•      £2.0 million for general working capital purposes;

•      improving operational and financial reporting processes and controls; and

•      pursuing and converting new business pipeline, through increased sales and marketing resource and expenditure.

There is some contingency in this target of £4.0 million. The Company actually requires a minimum £3.2 million (net of expenses) to provide at least 18 months of positive working capital headroom, during which time, the Board expects the Company to be EBITDA and cash flow positive.

Importance of Voting

The Resolutions to be proposed at the General Meeting are of critical importance to the Company. As described in the Circular, the implementation of any proposed Fundraising will be conditional upon shareholder approval of the Resolutions. If the Resolutions are not passed, the Company will be unable to proceed with the Fundraising and the Board believes that the Company would face a materially distressed financial position. In such circumstances, the Company's ability to continue funding its operations and executing its strategy would be materially adversely affected, and the Board would need to consider alternative courses of action, which may be limited and may include the appointment of an administrator.

Accordingly, the Board strongly encourages all Shareholders to vote in favour of the Resolutions. Whether or not Shareholders intend to attend the General Meeting in person, they are urged to submit their proxy appointments and voting instructions as soon as possible. Every vote is important and will contribute to determining the future direction and financial stability of the Company.

Directors' intentions

The Directors consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings (where applicable) which account for 5.96 per cent. of the Company's issued share capital. 

Expected timetable of principal events

Notes:

(a)       Unless otherwise specified, references in this announcement to time are to British Summer Time.

(b)      The times and dates above are indicative only. If there is any change, revised times and dates will be notified to shareholders by means of an announcement through a Regulatory Information Service.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

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