THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

24 August 2026

Windar Photonics plc 

("Windar" or the "Company")

Result of significantly over-subscribed Placing and Direct Subscription

Windar Photonics plc (AIM: WPHO), a wind energy technology company specialising in LiDAR‑based wind measurement and turbine performance optimisation, is pleased to announce that, following the launch of the Placing and Direct Subscription earlier today at 3.21p.m., the Placing and Direct Subscription, together with the Directors' Intended Subscription, was significantly over-subscribed. The Placing and Direct Subscription have now closed.

The Placing and Direct Subscription have conditionally raised gross proceeds of approximately £4.055 million (before expenses) through the issuance of 81,100,000 New Ordinary Shares at the Issue Price of 5 pence per Ordinary Share, to new and existing investors.

The expected timetable of the Fundraise has been amended as follows:

Notes:

(a) Unless otherwise specified, references in this Announcement to time are to London time.

(b) The times and dates set out in the above timetable are indicative only. If there is any change, revised times and/or dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

(c) A separate announcement will be made by the Company regarding the Retail Offer and its timings in due course.

In addition to the Placing and Direct Subscription, the Directors' Intended Participation is expected to raise a further £865,000, resulting in expected total gross proceeds of £4.92 million. Furthermore, the Company is providing existing eligible shareholders with the opportunity to subscribe for up to 4,000,000 Retail Offer Shares at the Issue Price, to raise up to £200,000 (before expenses) pursuant to the separate Retail Offer being made by the Company. No part of the Placing, the Direct Subscription or the Directors' Intended Participation is conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer. The Retail Offer is expected to launch at 7:00am on 25 August 2026, further details to be set out in a separate Retail Offer announcement to released shortly after this announcement.

Each New Ordinary Share will have one warrant to subscribe for one Ordinary Share attached, exercisable at 10 pence per Ordinary Share each for a period of three years. These Fundraising Warrants will not be admitted to trading on AIM.

The Fundraising, including the Placing, remains conditional on, inter alia:

·    the Placing Agreement between the Company and Zeus not having been terminated in accordance with its terms;

·    the publication of the Company's audited accounts for the year ended 31 December 2025;

·    the lifting of the Suspension of the Company's shares from trading on AIM; and

·    Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 27 August 2026 (or such later time and/or date as the Company and the Bookrunner shall agree, not being later than 10 September 2026)

Zeus is acting as Nominated Adviser, sole Broker and Sole Bookrunner in connection with the Fundraising.

Admission

Application has been made to the London Stock Exchange for admission of the Placing Shares and the Direct Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares and the Direct Subscription Shares will commence on or around 8:00 a.m. on 27 August 2026. The Placing Shares and Direct Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

Admission is conditional, inter alia, upon, publication of the FY25 Accounts, lifting of the Suspension and Admission becoming effective.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 3:21pm on 24 August 2026.

For further information, please contact: