Dear Shareowners,

Your directors have great pleasure in presenting the 30^th Annual Report together with audited statement of accounts for the year ended 31^st March, 2025.

The Audited Financial Statements of the Company as of March 31, 2025, following the merger with Ind-Swift Limited, have been prepared in accordance with the applicable Indian Accounting Standards (IND- AS), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the provisions of the Companies Act, 2013 (the Act).

The estimates and judgements applied in the preparation of these financial statements have been made prudently to reflect the true and fair view of the Company's financial position, performance, and cash flows for the year ended March 31, 2025. These estimates and judgements are intended to present a comprehensive, accurate, and reliable picture of the financial health of the Company.

The accompanying Notes to the Financial Statements provide further details and explanations, and form an integral part of the Audited Financial Statements.

The summarized financial highlights are depicted below:

(H Lakhs)

During the financial year 2024-25, the Company recorded a turnover of H 54,964.67 Lacs, compared to H 1,67,256.60 Lacs in the previous financial year 2023-24. The Company achieved a net profit of H 25,608.53 Lacs in 2024-25, as against a net profit of H 53,617.88 Lacs in 2023-24. The Company's exports during the year 2024-25 were H 39923.33 Lacs in 2024-25 as compared to H 133928.89 Lacs in 2023-24.

Your directors wish to highlight that the financials for 2024-25 are not directly comparable with financials for 2023-24 as during both these financial years two significant corporate actions were carried; one was the slump sale transaction vide which the API and CRAMS business of the Company was sold effective from 18.03.2024 and the another is approval of the Amalgamation of the group Company Ind-Swift Limited with the Company vide the order of the Hon'ble NCLT , Chandigarh bench on 17^th July, 2025, effective from 8^th August, 2025 and the appointed date for the same was 31^st March, 2024 . Further details regarding the amalgamation order can be found elsewhere in this report, as well as in the accompanying financial statements.

Your company recorded a consolidated turnover of H 56171.25 Lacs during 2024-25 against the turnover of H 170914.99 Lacs during 2023-24. In consolidated terms, the Company earned a Net profit of H 25047.66 Lacs during 2024-25, against profit of H 53875.02 Lacs in 2023-24. The Consolidated financial figures include the respective financial figures of the company's subsidiaries. As required under the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015, Audited Consolidated Financial Statements form part of the Annual Report and the same are annexed to this Report.

The financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 notified under section 133 of Companies Act, 2013 and other relevant provisions of the Act. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2025.

The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.

The Company did not undergo any change in the nature of its business during Financial Year 2024-25 under review. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

With an objective of leveraging the broad base presence of the group Company in the finished dosages business, a scheme under Sections 230 to 232 of the Companies Act, 2013 for the amalgamation of M/s. Ind Swift Limited (Transferor Company) with M/s. Ind Swift Laboratories Limited (Transferee Company) was approved by the Board on September 25, 2023. The Scheme was subsequently modified on March 8, 2024, and again on May 18, 2025. The Scheme was filed for obtaining in principle approval with BSE Limited and National Stock Exchange of India Limited (NSE) where the securities of the Companies are listed who had issued "no adverse observation letter" dated September 30, 2024 and October 03, 2024 respectively.

Post stock exchanges' approval, Company had filed application for approval of merger under Section 230 - 232 of the Companies Act, 2013 read along with Rule 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 before the Hon'ble National Company Law Tribunal Bench at Chandigarh. On February 22, 2025 the Shareholders and the Unsecured Creditors of the Company in National Company Law Tribunal (NCLT) convened meeting approved the Scheme of Arrangement for the Amalgamation of Ind Swift Limited with Ind Swift Laboratories Limited and subsequently your company filed the second motion petition for the approval of scheme with the Hon'ble NCLT, Chandigarh bench.

Post approvals to the Scheme of amalgamation by Shareholders, creditors and other requisite authorities and post completion of all legal and regulatory procedures and formalities, we are pleased to announce that the Hon'ble NCLT has vide its order dated July 17, 2025, sanctioned the Scheme of Amalgamation of Ind-Swift Limited with the Company. The said Scheme became effective from 8^th August, 2025, post completion of requisite procedures. The Appointed Date for said Scheme was March 31, 2024.

The Financial Statements of the Company include the effect/ impact of merger of Ind-Swift Limited with Ind Swift Laboratories Limited in accordance with applicable IND-AS.

The Company, in accordance with the sanctioned Scheme, is in the process of allotment and credit of the 81,24,697 equity shares of face value of H10/- each to the Shareholders of Transferor Company viz. Ind-Swift Limited as a consideration of merger as per the approved share exchange ratio and the said shares shall be duly listed at BSE and NSE as per the required guidelines.

This long-anticipated milestone marks the culmination of a carefully considered process aimed at making the group debt free, simplifying the corporate structure, removing redundancies, streamlining operations and enhancing efficiency. The merger is expected to result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalisation, standardisation, simplification of business processes and elimination of duplication.

The Copy of final order for Amalgamation is available on the website of the Company, which can be accessed at www.indswiftlabs.com

During the year 2024-25, the Company came up with preferential issue of 2,60,00,000 Fully Convertible Warrants ("Warrants") of H 10 each allotted at an issue price of H 121/- (including securities premium of H 111) per warrants aggregating to H 314.60 Crores to persons belonging to promoter and non-promoter category. The aforesaid warrants were allotted on August 30, 2024, upon receipt of the 25% of the total issue size, aggregating to H 78.65 Crores in terms of the Chapter V and the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) as amended, Sections 23(1)(b), 42, 62(1)(c), and other relevant provisions of the Companies Act, 2013 and other applicable laws. Care Ratings Limited was appointed as Monitoring Agency to monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations.

The proceeds of preferential issue have significantly enhanced the Company's financial flexibility, and accelerated the Company's ambitious growth plans.

During the FY 2024-25, 15,32,000 warrants were converted into Equity Shares on receipt of balance 75% of the Issue Price as per the following details:

As on March 31, 2025 total 2,44,68,000 warrants were outstanding for conversion.

The funds so raised on allotment of convertible warrants and further on their conversion into equity were utilised for expansion of business of the Company/Wholly Owned Subsidiaries, Investment in existing/to be acquired Subsidiaries, Working Capital for existing business, and other General Corporate Purposes, thus for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Extra Ordinary General Meeting held on July 22, 2024 subsequently modified by corrigendum dated July 12, 2024; and there had been no deviation or variation in the use of the proceeds/ funds so raised. During the year, the company has utilised a sum of H 91.11 Crores out of the total sum of H 92.63 Crores raised through the said preferential issue.

During the year 2024-25, the Company has increased the authorised share capital of the Company from H 60,00,00,000 (Sixty Crores only) divided into 6,00,00,000 (Six Crores) equity shares of H 10/- each to H 100,00,00,000 (Rupees One Hundred Crore only) divided in 10,00,00,000 (Ten Crores) equity shares of H 10/- each by obtaining the approval of the shareholders of the Company through postal ballot on 21^st June, 2024.

During the year a total of 15,32,000 equity shares were allotted upon conversion of fully convertible warrants into the equivalent numbers of equity shares. The paid-up equity share capital of the Company increased from H 59,08,68,600 to H 60,61,88,600 as at March 31, 2025. The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded.

Consequent to the approval of amalgamation of the Group Company and pursuant to the approved scheme of Amalgamation, the Board of Directors of the Company in its meeting held on 11.08.2025 allotted 14,20,000, 1% Redeemable Preference Shares of H 100/- each to the allottees who held such Preference Shares in the Amalgamating Company (Ind-Swift Limited) on the same terms and conditions as were applicable to them in the Amalgamating Company. In line with the terms of allotment, the Board also approved the redemption of these preference shares.

During the financial year 2024-25, the Company has granted 2,50,000 Employee Stock Option to its employees under the existing Employees Stock Option (Employee Incentive Scheme, 2014) Plan. Other than the allotment of these ESOPS there has been no change in the Employees Stock Option Plan (Employee Incentive Scheme, 2014) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with ESOP Regulations. The applicable disclosures as stipulated under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 with regard to Employees Stock Option Plan of the Company are given as "Annexure-IV".

In addition, the Company has not granted any Employee Stock Option to its Non-Executive Directors under the said plan. Hence, disclosure of the same is not applicable.

In June 2018, the Company had issued 4,245 Rated, Listed, Secured, 10% Coupon, Redeemable, Non-Convertible Debentures (NCDs) aggregating to H 4,245 million. These NCDs were fully redeemed on March 18, 2024, in accordance with the terms of issuance.

Following the redemption, the Company submitted an application to BSE Limited for early redemption and delisting of the said NCDs. Pursuant to necessary approvals, the NCDs were successfully delisted from BSE Limited with effect from August 12, 2024.

During the year under review, the Company has not issued any new debentures.

Further, The Company has not issued any shares with differential voting rights or sweat Equity during the year.

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is part of this Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

The Company's Board has constituted the following Committees prescribed under the Companies Act and the LODR Regulations, 2015: -

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. Nomination and Remuneration Committee

5. Corporate Social Responsibility Committee

6. Compensation Committee

7. Sub-Committee of the Board

8. Investment Committee

9. Preferential Issue Committee

The details of the Composition of the Committees, their role, terms of reference and the details of meeting held during the year are given in the Corporate Governance report.

As on 31^st March, 2025, your Company's Board had 8 (Eight) members comprising of 4 (Four) Executive Directors and

4 (Four) Non-Executive-Independent Directors including one Independent Woman Director. The details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year 2024-25, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on June 27, 2024, appointed Mr. Param Bir Singh (DIN: 07616561) as an Independent Director of the Company for a first term of five consecutive years with effect from June 27, 2024, subject to the approval of the shareholders.

Subsequently, the shareholders approved the regularization of Mr. Param Bir Singh's appointment as an Independent Director through a resolution passed at the Extraordinary General Meeting held on July 22, 2024.

However, as on the date of this Report, Mr. Param Bir Singh has ceased to be a Director of the Company, following his resignation with effect from May 31, 2025.

Further, at the 29^th Annual General Meeting of the Company held on September 30, 2024, the shareholders approved the re-appointment of Mr. Sahil Munjal (DIN: 00015407) as Whole-Time Director of the Company for a further period of five years, with effect from February 13, 2025, up to February 12, 2030.

Additionally, during the financial year 2024-25, Dr. Ashwani Kumar Vig (DIN: 07080817) completed his first term as an Independent Director and consequently ceased to be a Director of the Company with effect from February 13, 2025. The Board places on record its sincere appreciation for the valuable guidance and contributions made by Dr. Ashwani Kumar Vig during his association with the Company.

The Company has adequate Key Managerial Personnel's as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015.

a) Mr. Navrattan Munjal, Chairman & Managing Director,

b) Mr. Himanshu Jain, Joint Managing Director,

c) Mr. Rishav Mehta, Executive Director,

d) Mr. Sahil Munjal, Executive Director,

e) Mr. Gagan Aggarwal, Chief Financial Officer,

f ) Mr. Pardeep Verma: VP-Corporate Affairs & Company Secretary.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. The Company has also received from them declaration of compliance of Rule 6(1) & (2) that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate Affairs.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Mr. Rishav Mehta, Executive Director (DIN: 03028663) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment. The Board recommends his re-appointment for your approval.

After the closure of the financial year the Board of Directors through a resolution passed by circulation on 4^th July, 2025 appointed Mr. Subodh Gupta (DIN: 01393423) and Mr. Prabhat Khurana (DIN: 03289193) as additional Independent Directors of the Company. Their appointments are to be ratified by the shareholders at the upcoming Annual General Meeting to be held on September 30, 2025, for a term of 5 (five) consecutive financial years starting from 5^th July, 2025. Details and brief resume of the Director seeking reappointment/appointment required by Regulation 26 (4) and 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and as required under Secretarial Standards – 2 on General Meetings issued by "The Institute of Company Secretaries of India" are furnished in the Notice convening the Annual General Meeting forming part of the Annual Report.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than taking sitting fees and reimbursement of expenses incurred by them to attend meetings of the Company.

During the year, 7 (Seven) Board meetings were held on 13-05-2024, 18-05-2024, 27-06-2024, 12-08-2024, 23-09-2024, 11-11-2024 and 13-02-2025. The details regarding the meetings are given in the Corporate Governance Report.

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out an evaluation of every Director's performance. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. Based on the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model and related matters are posted on the website of the Company at https:// www.indswiftlabs.com/wp-content/uploads/2022/08/ Familiarisation Programme for Independent Directors.pdf

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f ) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors, and the Business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

In compliance with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has in place a Vigil Mechanism (Whistle blower Policy) which provides an opportunity to the directors and employees to raise concerns about unethical and improper practices or any other wrongful conduct in or in relation to the Company. The details of the Vigil Mechanism (Whistle blower Policy) are stated in the Corporate Governance Report and the said Policy has been uploaded on the Company's website https:// www.indswiftlabs.com/wp-content/uploads/2018/07/Whistle Blower Policy.pdf

As on 31.03.2025, your Company had 5 Subsidiaries i.e., Ind-Swift Laboratories Inc. (US Subsidiary), ISLL Middle East L.L.C-FZ (Dubai), Fortune (India) Constructions Limited (Indian Subsidiary), MJM Remedies Private Limited (Indian Subsidiary) and Ind Swift India Limited, Kenya (became subsidiary consequent to the amalgamation of Ind-Swift Limited with the Company). The

Company also has a joint venture with M/s. Wellgen Medicare LLP, a Delhi based pharma trading concern and Mr. Anshul Jain on a 50:50 partnership basis, an LLP named "Indis Healthcare LLP". There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations. The Policy for determining ‘Material' subsidiaries has been displayed on the Company's website at Corporate Governance Ind-Swift Laboratories Ltd. (indswiftlabs.com) In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.indswiftlabs.com. Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary requesting for the same. A summary of the financial performance of each of the subsidiaries is presented as below:

- The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of H 2376.03 Lacs equivalent to USD 28,11,843 and recorded a net Loss of H 587.95 Lacs as on 31.03.2025 equivalent to USD 7,06,990 as on 31^st March, 2025.

- Fortune (India) Constructions Limited achieved total turnover of H 490.73 Lacs and recorded a net Profit of H 39.32 Lacs as on 31.03.2025.

- The Company's Subsidiary MJM Remedies Private Limited achieved a total turnover of H 39.62 Lacs and recorded a net loss of H 7.05 Lacs during the year under review.

- The Company's Joint Venture M/s. Indis Healthcare LLP achieved a total turnover of H 1371.37 Lacs and recorded a net loss of H 5.17 lacs as on 31^st March, 2025.

ISLL Middle East L.L.C-FZ (Dubai) and Ind Swift India Limited (Kenya) did not carry any business operations during the period under review.

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, the salient features of the financial statements, performance and financial position of each subsidiary and a joint venture is given in Form AOC - 1 as Annexure-I to this report.

Your directors do not recommend any dividend for the Financial Year 2024-25 (Previous Year 2023-24: Nil) to ensure sufficient reserves for potential reinvestments and future growth opportunities.

There is no unpaid dividend outstanding as on 31.03.2025.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, your Board has approved and adopted a Dividend Distribution Policy of the Company. The policy is available on the Company's website under weblink: https://www.indswiftlabs.com/wp-content/uploads/2021/08/ DividendDIstributionPolicy.pdf

During the year, the Company has not transferred any amount to Reserves.

Pursuant to provisions of Section 124(6) of the Companies Act, 2013 (Act) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer all unpaid or unclaimed dividends after the completion of 7 (seven) consecutive years to Investor Education and Protection Fund (IEPF) established by the Central Government. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred all the unclaimed and unpaid Dividends along with respective Equity Shares to the IEPF Account. As at March 31 2025, 1,50,767 (One Lakh Fifty Thousand Seven Hundred and Sixty-Seven) equity shares of the company are lying with the Investor Education and Protection Fund (The figure will change post transfer of the equity shares lying in the IEPF account of the Transferor Company and subsequent allotment of the equity shares of the Transferee Company)

The Company has completed the re-payment of its fixed deposits in compliance with the re-payment scheme approved by the Hon'ble Company Law Board vide its order dated 30^th September, 2013. A few of the fixed deposits, however, remained unclaimed as at the end of the Financial Year. The Company shall repay those claims as and when the respective Deposit Holder approaches the Company. During the year the company has made repayment of fixed deposits amounting to H 1,65,70,628/- and transferred H 2,23,191/- on account of unclaimed Fixed Deposits to the Investor Education and Protection Fund (includes figures of the Transferor Company also).

All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. No related party transaction conflicted with the interest of the Company. No materially significant related party transaction was made by the Company with the Key Managerial Personnel. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form AOC-2, as "Annexure-II" to this Report. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website https://www.indswiftlabs.com/investor/ corporate-governance/

The necessary Related Party Disclosures as required under Schedule V, Part - A of SEBI (LODR) Regulations, 2015 are given in Note XXXVI of the Standalone and Consolidated Financial Statements.

As per Schedule V of the SEBI LODR Regulations, 2015 every listed Company shall disclose the transactions with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the listed entity.

During the Financial Year the company had issued 2,60,00,000 Fully Convertible Warrants (‘Warrants') on preferential basis. Out of this, 80,00,000 were allotted to Essix Biosciences Limited, the promoter of the company. All the necessary disclosures pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been made to the stock exchanges where the shares of the company are listed. As at the end of financial year, none of the warrants allotted to Essix Biosciences Limited were converted into equity shares.

Evaluation of business risk and managing risk has always been an ongoing process in the Company. The terms of reference of the Risk Management Committee are in line with the Listing Regulations. The Risk Management Committee assists the Board in fulfilling its corporate governance duties by overseeing the responsibilities regarding the implementation of Risk Management Systems and Framework, review the Company's financial and risk management policies, assess risk and procedures to minimise the same.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

During the Financial Year 2024-25, two Risk Management Committee Meeting were held on 12.09.2024 and 31.03.2025. The Company's Risk Management Policy is available on Company's Website i.e. www.indswiftlabs.com and the weblink of the same is https://www.indswiftlabs.com/wp-content/uploads/2018/07/ Risk Management Policy.pdf

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013 (Act), particulars of loans/ guarantees/ investments/ securities given under Section 186 of the Act are given in the related notes to the Financial Statements forming part of the Annual Report.

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2025 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://www.indswiftlabs.com/investor/annual-returns/ The weblink to access Annual Return for previous financial year 2023-24 of the Company is https://www.indswiftlabs.com/wp-content/uploads/2024/12/MGT-7-310324.pdf

The Company has a policy on Directors' Appointment & Remuneration. In compliance with the provisions of Sections 134(3)(e) and 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015, the Nomination & Remuneration Committee:

i) has formulated criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board, Policy relating to remuneration for directors, KMP and other employees;

ii) has formulated the evaluation criteria for performance evaluation of independent directors and the Board;

iii) has devised a policy on Board diversity;

iv) identifies persons who are qualified to become directors or may be appointed in Senior Management in accordance with criteria laid down and recommend to the Board their appointment and removal;

v) recommends to the Board whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

The said policy is available on the website of the company at https://www.indswiftlabs.com/wp-content/uploads/2023/04/ Nomination Remuneration Policy.pdf

During the Financial Year 2024-25, no credit ratings was obtained by the Company.

The company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavour for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes. During the year under review, the company incurred expenditure on CSR activities of H 119.03 Lakhs in areas specified in Schedule VII of Companies Act, 2013.

The disclosure related to the CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as "Annexure-III".

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of operations in such a manner so as to ensure the safety of all concerned, compliance with environmental regulations and preservation of natural resources.

The activities of R&D consist of improvement in the processes of existing products and developing new products. Quality Control is the strength of the Company. All raw materials and finished products pass through stringent quality checks for better results.

The Company has taken adequate insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc. Further pursuant to Regulation 25(10) of SEBI (LODR) Regulations, 2015 the Company has taken the Directors and Officers Insurance (‘D and O insurance').

The particulars as prescribed under 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in "Annexure V".

During the year under review, M/s. Avishkar Singhal & Associates, Chartered Accountants, resigned as the Statutory Auditors of the Company vide their letter dated 6^th August, 2024, due to personal constraints. The Board of Directors, at its meeting held on 12^th August, 2024, based on the recommendation of the Audit Committee, approved the appointment of M/s. Rattan Kaur & Associates, Chartered Accountants (Firm Registration No. 022513N), to fill the casual vacancy caused by the said resignation, subject to the approval of shareholders.

The appointment of M/s. Rattan Kaur & Associates was subsequently approved by the members at the 29^th Annual General Meeting of the Company held on 30^th September, 2024, for a term of five consecutive years, to hold office until the conclusion of the 34^th Annual General Meeting of the Company to be held in the calendar year 2029.

M/s. Rattan Kaur & Associates are the Statutory Auditors of the Company as on the date of this Report, and have conducted the statutory audit and issued the Audit Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025.

As required under Section 139 of the Companies Act, 2013, read with Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditor's Report for the Financial Year 2024-25 does not contain any qualification, reservation, or adverse remark. Regarding emphasis of matter contained in the Auditors' Report, the management's comments (in italics) are as follows: -

a) Emphasis is drawn upon Note No. 13 of the accompanying standalone financial statements, which describes that during the year, the Company has converted 15,32,000 equity share warrants into equity shares of H 10 each, fully called up and paid up.

Reply: Pursuant to the approval of the shareholders the Company had come out with a preferential issue of 2,60,00,000 fully convertible warrants at H 121/-per warrants, with each warrant convertible into one equity share. The allotment of 15,32,000 equity shares is pursuant to the option exercised by the allottees for the conversion of these warrants.

b) Emphasis is drawn upon Note No. 46 of the accompanying standalone financial statements, which describes the following matters:

i. that the Board of Directors, at its meeting held on September 25, 2023, based on the recommendations of the Audit Committee and the Independent Directors, has approved a Scheme of Arrangement and Amalgamation (Scheme') under section 230-232 and other applicable provisions of the Companies Act, 2013 for amalgamation of Ind-Swift Limited (‘Amalgamating Company') with the Company. The aforesaid Scheme was sanctioned by Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench vide order dated 17-07-2025 and the Scheme has become effective on 8^th August, 2025 upon filing of the certified copy of the order passed by NCLT with the Registrar of Companies. In terms of the Scheme, all the assets, liabilities, reserves and surplus of the Amalgamating Company have been transferred to and vested in the Company. The Appointed Date of the Scheme is 31^st March, 2024.

ii. The amalgamation has been accounted in accordance with "Pooling of Interest Method" as laid down in Appendix C - ‘Business Combinations of Entities under Common Control' of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as specified in the scheme. Consequently, a capital reserve of B46588.29 Lakhs has been recognized.

iii. As per the approved scheme, the company shall issue and allot 15 (fifteen) Equity Shares of Face Value of B10.00/- (Rupees Ten Each) to Equity Shareholders of "Ind-Swift Limited" (Amalgamating Company) for every 100 (One Hundred) Equity Share of Face Value of B2/- (Rupees Two Each) each held by them in the

Amalgamating Company.

Reply: Matter of fact. Your directors have already disclosed the same in this Board Report earlier that the Hon'ble NCLT, Chandigarh bench has approved the amalgamation of Ind-Swift Limited with the Company.

c) Emphasis is drawn upon Note No. 47 of the accompanying standalone financial statements which describe that the Company has made re-payment of Fixed Deposits amounting to H 165.71 lakhs. The Company has completed the re-payment of the Deposits as per the re-payment scheme approved by the Hon'ble Company Law Board vide its order dated 30^th Sept, 2013.

Reply: Matter of fact, the Company has completed the repayment of the deposits as per the Order of the Hon'ble Company Law Board, however few of the depositors have not claimed their deposits, which are repaid as when a claim for the same is made by them. The Deposits are also transferred to the IEPF account of the Central Government within the time frame of the same becoming due for transfer to the said account.

d) Emphasis is drawn upon Note No. 48 of the accompanying standalone financial statements which describe the following matters:

i. During the year, the Company has sold its Plant & Machinery pertaining to Unit-III, Baddi, to ANG Lifesciences for a consideration of B3,840.42 Lakhs as per the agreement dated 24^th June 2020.

ii. The Company has entered into an agreement to sell the Land and Building of Unit-IV, Baddi, to Ms. Kuldeep Kaur on 30^th January 2024. An amount of B1,610 Lakhs has been received as part of the sale consideration, and the transfer of the said Land and Building will be affected upon receipt of the balance payment of B210.00 Lakhs.

iii. The Company has also entered into an agreement to sell the Land and Building of the Dairy Unit to Smt. Sonia Rani, Proprietor of M/s Kamlesh Desh Raj Pharma, on 13^th February 2025. The transfer of the said Land and Building was completed on 7^th April 2025 after receipt of the full consideration of H 85.00 Lakhs.

Reply: The sale of assets of the Transferor Company has been/shall be completed as per the agreements entered into by the Transferor Company. The same is as per the provisions of the Companies Act, 2013. The timely disclosure of the same has been made to the stock exchanges.

Additionally Auditors have pointed out certain assets not registered in Company's name, due to merger there assets have come to Company and shall be transferred in Companies name in due course. The statutory dues shall also be settled.

In accordance with Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the requisite cost records and that records need to be audited by Cost Auditor. In compliance to the above provisions, the company has maintained the requisite cost records for the financial year under review.

M/s. V. Kumar & Associates, Cost Accountants have been duly appointed as Cost Auditors of the Company for audit of cost accounting records which are covered under the Cost Audit Rules for the current financial year ending March 31, 2026.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the AGM, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2026.

The Cost Audit Reports for the financial year 2023-24 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs. The Cost Audit Reports for the financial year ended 2024-25 will be filed within the prescribed period.

Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditors of the Company for the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure-VI" and forms part of this report. There are no qualifications or other remarks of the secretarial auditors in the secretarial audit report as issued by them for the financialyear2024-25.ThereareafewobservationsbytheSecretarial Auditors which the Board considers informatory in nature.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on August 25, 2025, approved the appointment of Mr. Vishal Arora, Company Secretary in Practice (CP No. 3645), a peer-reviewed Company Secretary in Practice, as the Secretarial Auditor of the Company to conduct Secretarial Audit for a term of five consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30 and recommend his appointment to the members for their approval at the ensuing AGM.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

M/s Jain and Associates, Chartered Accountants were the Internal Auditors of the Company during FY 2024-25. The Board has approved the re-appointment of M/s Jain & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2025-26 as well.

The Internal Auditor monitors and evaluates the effectiveness and adequacy of internal control systems in the Company, its compliances with the operating systems, accounting procedure and reports to the Audit Committee on a quarterly basis. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

Your Company is committed to maintaining the highest standards of corporate governance practices. The Corporate Governance

Report forms part of this Annual Report. The Auditors' certificate certifying compliance with the conditions of Corporate Governance under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed as "Annexure-VII" to this Report.

The Company is dedicated to fostering an environment that enhances employee efficiency and supports the achievement of organizational goals. To this end, we regularly implement various programs aimed at maintaining a vibrant and motivated workforce. These initiatives are integral to our strategy for sustaining a competitive work environment.

Our commitment to positive employee relations is evident in the harmonious and cordial interactions across all levels and units of the Company. This environment of mutual respect and collaboration is essential to our operational success and overall employee satisfaction.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013," the Company has established an Internal Complaints Committee to ensure a safe and respectful workplace for all women employees. The Committee is tasked with preventing, addressing, and redressing any incidents of sexual harassment.

During the reporting period, the Internal Complaints Committee did not receive any complaints pertaining to sexual harassment. This reflects the effectiveness of our preventive measures and our commitment to maintaining a dignified and secure work environment for all employees.

The Company takes pride in the commitment, competence, and dedication of its employees in all areas of the business. The relation between the management and employees is healthy and cordial. There is transparency in the dealings and in matters relating to the activities of the Company and its employees.

Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The relation between the management and employees is healthy and cordial. There is transparency in the dealings and in matters relating to the activities of the Company and its employees. Particulars of remuneration of employees required to be furnished pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 (Act), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as "Annexure VIII" to this Report. Particulars of remuneration of employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report, which shall be provided to Members upon written request pursuant to the second proviso of Rule 5. Particulars of remuneration of employees are available for inspection by Members at the registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.

The Company remains fully compliant with the provisions of the Maternity Benefit Act, 1961. The Company is committed to supporting the health and wellbeing of its employees and continues to foster a supportive and inclusive work environment for working mothers.

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report, except that subsequent to the closure of the financial year, the final order for the amalgamation of Ind-Swift Limited with the Company was received. However, the impact of this amalgamation has been duly considered and accounted for in the Audited Financial Results of the Company for the financial year ended 31^st March, 2025. The Policy on Determination of Materiality of Events as approved by the Board is available on the Company's website and can be accessed at https://www.indswiftlabs.com/wp-content/ uploads/2023/08/Policy on determination of Materiality of Events.pdf.

Further, with respect to the transferor company, the Board of Ind-Swift Limited entered into an agreement to sell with Mrs. Kuldeep Kaur (a purchaser referred by M/s ANG Lifesciences India Limited) on January 31, 2024 for the sale of Unit IV along with its plant & machinery, for a consideration of B17.45 Crores. In view of the pending procedural formalities and approvals the said transaction is still pending to be completed.

Also, Ind-Swift Limited has completed the sale of its industrial land and building admeasuring 03 Bighas located at Revenue Mohal Makkerwali, Patwar Circle Bankala, Tehsil Nahan, District Sirmaur, H.P. to M/s. Kamlesh Deh Raj Pharma through its Proprietor Smt. Sonia Rani, on receipt of full consideration of INR 85 Lakhs. Further, the said property has been duly transferred in the name of the buyer after the registration of the necessary sale deed and other documents on April 07, 2025

There are no significant/material orders passed by any of the Regulators/Courts/Tribunal which could impact the going concern status of the Company and its future operations except matters relating to the Transferor Company viz. VAT matters where Sales Tax Department had raised a demand of B 66.34 Crores Central Bank of India (Declaration of the company and its directors as willful defaulters by the bank). Both the matters are pending adjudication before the competent court.

However, the company had received penalties from both the stock exchanges i.e., National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) for the alleged violation of Regulation 29 of the SEBI (LODR) Regulations, 2015. The company had filed the waiver application with both the exchanges and the said waiver was later approved and granted by the exchanges.

The exchange further levied a penalty July/August 2025 under regulation 33 for delay in adoption of the audited financial results. The delay in adoption audited financial results was on account of the delay in order of merger as the Company intended to adopt the Audited Financial Results of the merged entity. The Company had paid this penalty.

In terms of Regulation 34 of the Listing Regulations, the company does not fall in the category of top 1000 companies based on market capitalization. Hence the requirement to provide the Business Responsibility and Sustainability Report is not applicable on the company.

The Key financial ratios for the financial year ended 31^st March, 2025 forms part of the Management Discussion and Analysis Report.

M/s Alankit Assignments Ltd. are the Registrar and Share Transfer Agent of the Company for the Physical as well as Demat shares of the Company. The members are requested to contact the Registrar directly for any of their requirements.

The Company's shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

The Annual Listing fee for the year under review has been paid to the BSE Limited and the National Stock Exchange of India Ltd.

In terms of the Listing Regulations, the Certificate duly signed by Mr. Navrattan Munjal, Chairman and Managing Director & Mr. Gagan Aggarwal, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on 31^st March, 2025, at its meeting held on 11^th August, 2025.

Your directors' state that no disclosure or reporting is required in respect of the following items, as there were no transactions/ events of similar nature during the year under review:

1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. One time settlement of loan obtained from the Banks or Financial Institutions.

3. Revision of financial statements and Directors' Report of your Company.

4. Any remuneration or commission received by Managing Director or Whole-Time Directors from its subsidiary.

Your directors thank all the employees for their sincere efforts, active involvement and devoted services rendered. Your directors thank the shareholders of the Company for the confidence reposed in the Management of the Company. Your directors place on records their gratitude to the Customers, Suppliers, Company's Bankers and Financial Institutions for their support and cooperation during the year under review.