Windar Photo Regulatory News (WPHO)

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

15 April 2026

("Windar" or the "Company")

Trading Update, £20 Million Share Subscription Facility, Distribution Agreement

 & CEO Appointment Update

Windar Photonics plc (AIM: WPHO), the technology group that has developed a LiDAR wind sensor and software suite designed to monitor and optimise wind turbine performance across multiple turbine platforms, today announces:

· Record number of new test orders in Q1 2026

· FY 2026 guidance supported by a significant pipeline

· £20 million Share Subscription Facility agreed with GEM Global Yield LLC SCS

· Distribution partnership with Resolux, a leading wind turbine component supplier in Brazil

· Final stages of CEO appointment

Q1 2026 Trading

The Company has had its strongest ever first quarter in terms of new test order activity. Windar is currently engaged in, or about to commence, ten tests simultaneously across Asia, Europe, Australia and North America. The Independent Power Producers ("IPPs") commissioning these tests together operate more than 10,000 turbines - making this by far the most extensive concurrent testing programme in the Company's history. We are confident this programme establishes a strong foundation for meaningful new sales revenue from the second half of 2026.

FY 2026 Outlook

The Company expects to deliver revenue of at least €7.8m in FY 2026, representing growth of at least 22% over the prior year, with Adjusted EBITDA of at least €0.5m.

This guidance reflects confirmed visibility across our current pipeline and is based on conversion of 50% of our ten active test orders - a threshold we are confident in achieving. It does not include additional revenue opportunities currently being pursued, nor the contribution from the upcoming launch of our Turbine Performance Management software. Both represent meaningful potential upside to the numbers stated here.

As we have noted previously, revenue in any given period can be significantly influenced by the timing of large individual orders, a characteristic of the sector rather than the business. Where order timing accelerates, revenue could be substantially higher than the figures stated above.

FY 2025 Results

For the twelve months to 31 December 2025, the Company expects to report (subject to audit), record revenue of €6.4m representing growth of approximately 39% over 2024. This performance is expected to lead to a 20% reduction in EBITDA loss to €0.4m compared to the prior year whilst also continuing to be backed by a strong balance sheet with net cash of €4.4m as at 31 December 2025. Full year results will be announced in May 2026.

£20 Million Share Subscription Facility

The Company has signed a binding agreement with GEM Global Yield LLC SCS ("GEM") for the implementation of a Share Subscription Facility ("SSF") with a total commitment from GEM of up to £20 million.

GEM is an investment vehicle of Global Emerging Markets, a $3.4 billion alternative investment group with offices in Paris, New York, and Nassau (Bahamas). Global Emerging Markets manages a diverse set of investment vehicles focused on emerging markets and has completed over 570 transactions in 70 countries. Each investment vehicle has a different degree of operational control, risk-adjusted return, and liquidity profile. The investment vehicles provide Global Emerging Markets and its partners with exposure to: Small-Mid Cap Management Buyouts, Private Investments in Public Equities and select venture investments. 

For more information: http://www.gemny.com

Under the terms of the SSF, Windar has the right, but not the obligation, to draw down capital periodically over a three-year period by issuing new shares to GEM. The Company retains full control over the timing and amount of any drawdown. Future subscription prices will correspond to 90% of the average closing bid prices on the London Stock Exchange during the 15 trading days following each drawdown notice. In connection with the SSF, the Company has issued warrants enabling GEM to purchase up to 5,500,000 ordinary shares at a strike price of £0.75 per share. In addition, Windar has paid a commitment fee of £400,000 to GEM Yield Bahamas Limited, an affiliate of GEM, which it has satisfied by the issue of 1,510,004 ordinary shares in the Company (the "Fee Shares").

The SSF has been structured to give Windar the financial flexibility to fulfil large orders and accelerate commercial growth without the delays or dilution risk associated with traditional equity raises. The Company's existing cash position remains strong; the SSF ensures that capital availability will not constrain Windar's ability to convert the current pipeline into revenue.

Distribution Agreement - Brazil

The Company has entered into a distribution agreement with Resolux, marking its first formal route to market in Brazil. Resolux is a globally recognised supplier of electrical and mechanical components to the wind industry, with an established local presence and long-standing relationships with major wind turbine manufacturers. Brazil's wind sector - currently comprising approximately 9,300 onshore turbines across more than 800 wind farms - represents one of the world's most dynamic growth markets for wind energy, and Windar is well-positioned to capture that opportunity through this partnership.

CEO Appointment

The Company has made good progress on the appointment of a new CEO and is in the final stages of reaching agreement with its preferred candidate.

Admission and Total Voting Rights

Application has been made for the Fee Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective on 16 April 2026.

Upon Admission, the Company's issued ordinary share capital will consist of 98,236,774 ordinary shares, none of which are held in treasury. The above figure of 98,236,774 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

David Lis, Executive Chairman, commented

"Our pipeline has never been stronger. Ten simultaneous test orders with IPPs operating more than 10,000 turbines is a clear signal that the market is taking our technology seriously, and our Q1 performance gives us real confidence in the year ahead.

The GEM facility is an important step. Our cash position is solid, but access to flexible capital on our terms - deployed when we choose, without the friction of traditional fundraising - gives us the ability to move quickly when large orders come in. GEM's support, backed by a $3.4 billion platform and a 570-transaction track record, is a vote of confidence in both the business and the opportunity in front of us.

We look forward to updating shareholders further when we announce our FY 2025 results in May."

For further information, please contact: