Ind-Swift Laboratories Ltd Directors Report

Dear Shareowners,

Your directors have great pleasure in presenting the 31st Annual Report together with audited statement of accounts for the year ended 31st March, 2026.

FINANCIAL RESULTS

The Audited Financial Statements of the Company as of 31st March, 2026 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 judgments applied in the preparation of these financial statements have been made prudently to reflect the true and fair view of the Companys financial position, performance, and cash flows for the year ended March 31, 2026. These estimates and judgments 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:

(Rs. in Lakhs)

	Standalone		Consolidated
PARTICULARS	Year Ending_ 31 st March 2026	Year Ending_ 31 st March 2025	Year Ending _31 st March 2026	Year Ending_ 31 st March 2025
Sales (net of excise) and other income	68284.37	63092.16	69610.34	64309.49
Less Expenses:
Cost of Materials Consumed	27474.17	22455.96	27680.30	22419.85
Purchase of Stock in Trade	3765.84	7080.36	3816.13	7080.36
Change in Inventories of FG/WIP/Stock in trade	(2890.41)	(1036.23)	(2693.47)	(705)
Employee Benefit Expense	13632.80	11533.48	13853.41	11752.09
Other Expenses	16982.90	16224.97	17576.57	17562.89
Total Expenses	58964.97	56258.54	63293.53	58110.19
Profit before Interest, Depreciation, Tax & Amortization	9319.41	6833.62	9377.39	6199.30
Less: - Interest	140.40	291.84	140.49	291.93
- Depreciation	3056.69	2447.93	3060.59	2447.93
- Extra Ordinary Item	1100.64	(22320.42)	1100.64	(22320.42)
Profit/(Loss) before Tax	5021.67	26414.27	5075.67	25779.85
Less- Provision for Deferred Tax	(540.15)	(382.61)	(540.15)	(382.34)
Current Tax /Mat credit utilization	1306.14	1188.35	1313.11	1109.36
Profit/(Loss) After Tax (A)	4255.68	25608.53	4302.72	25052.83
Amount B/F from previous year (B)	(14289.42)	(39897.95)	(13753.85)	(38803.27)
Profit / (Loss) after tax available for appropriations	4255.68	(14289.42)	4302.72	(13750.44)
Pursuant to sale of controlling interest			2.27	1.76
Share of profit (loss) in joint venture			9.77	-5.17
Balance carried forward to Balance sheet (A+B)	(10033.75)	(14289.42)	(9439.10)	(13753.85)

During the financial year 2025-26, the Company recorded a turnover of C 61263.66 Lakhs, compared to C 54964.67 Lakhs in the previous financial year 2024-25. The Company achieved a net profit of C 4255.68 Lakhs in 2025-26, as against a net profit of C 25608.53 Lakhs in 2024-25. The Companys exports during the year 2025-26 was C 48439.19 Lakhs as compared to C 39923.33 Lakhs in 2024-25.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of C 62588.42 Lakhs during 2025-26 against the turnover of C 56171.25 Lakhs during 2024-25. In consolidated terms, the Company earned a Net profit of C 4312.49 Lakhs during 2025-26, against profit of C 25047.66 Lakhs in 2024-25. The Consolidated financial figures include the respective financial figures of the companys 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.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended on March 31, 2026 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 Companys state of affairs, profits and cash flows for the year ended March 31, 2026.

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

THE CHANGE IN NATURE OF BUSINESS, IF ANY

The Company did not undergo any change in the nature of its business during Financial Year 2025-26 under review. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

PREFERENTIAL ALLOTMENT AND DISCLOSURE UNDER REGULATION 32(7A) OF SEBI (LODR) REGULATIONS, 2015

During FY 2025-26, the Company allotted 1,79,68,000 equity shares pursuant to conversion of an equivalent number of warrants. Together with 15,32,000 equity shares allotted in FY 2024-25, a total of 1,95,00,000 warrants were converted into equity shares out of the 2,60,00,000 warrants allotted in FY 2024-25. The balance 65,00,000 warrants held by Saral Incorporated VCC Sub Fund 1 remained unconverted upon expiry of the stipulated conversion period and consequently lapsed on 28th February 2026. Accordingly, the upfront subscription amount of _19.66 Crore stood forfeited in terms of the conditions of the issue read with Regulation 169(3) of the SEBI ICDR Regulations, 2018.

The total proceeds received from the preferential issue were utilised for the objects of the issue. The utilisation of the proceeds up to 31st March, 2026 is set out below:

Sr. No.	Amount as Proposed in the Offer Document	Amount Raised up to March 2026	Amount Utilised	Unutilised Amount as at 31 st March, 2026
Object of the Issue	(C Crore)	(C Crore)	( C Crore)	( C Crore)
1. Expansion of business of the Company or the Wholly Owned Subsidiaries	150.00		89.95
2. Investment in existing or to be acquired Subsidiaries	50.00	255.61*	27.47	23.59
3. Working Capital for existing business	39.60		39.60
4. General Corporate Purpose	75.00		75.00
Total	314.60	255.61*	232.02	23.59

* * The amount of C 255.61 Crore represents the actual amount received by the Company against the preferential issue. The balance amount of C 58.99 Crore, pertaining to the 65,00,000 warrants which remained unconverted upon expiry of the stipulated conversion period, is not receivable by the Company. Accordingly, the amount available for utilisation and monitoring in respect of the preferential issue stands at C255.61 Crore, being the actual proceeds received by the Company.

Care Ratings Limited_ was appointed as the Monitoring Agency for the preferential issue. The utilisation of proceeds was reviewed by the Monitoring Agency, and the reports were placed before the Audit Committee and the Board. The requisite disclosures were also made to the stock exchanges within the prescribed timelines. The Company will continue to disclose the utilisation of the unutilised proceeds in its Annual Reports until full utilisation, in accordance with Regulation 32(7A) of the SEBI LODR Regulations, 2015..

SCHEME OF ARRANGEMENT

The Honble National Company Law Tribunal, Chandigarh Bench (NCLT), had sanctioned the Scheme of Amalgamation of Ind-Swift Limited (Transferor Company) with Ind Swift Laboratories Limited (Transferee Company) under Sections 230 to 232 (the Scheme) and other applicable provisions of the Companies Act, 2013, vide its Order dated July 17, 2025. The certified copy of the said Order was filed with the Registrar of Companies, and the Scheme became effective on August 8, 2025. The Appointed Date of the Scheme was March 31, 2024.

Consequent upon the Scheme becoming effective, Ind-Swift Limited stood amalgamated with and vested in the Company and was dissolved without being wound up.

Pursuant to the Scheme, the Company allotted 81,24,698 equity shares of C10/- each to the eligible shareholders of the erstwhile Ind-Swift Limited in accordance with the approved share exchange ratio. The said equity shares have been duly listed and admitted for trading on BSE Limited and the National Stock Exchange of India Limited (NSE).

The financial statements of the Company have been prepared after giving effect to the amalgamation in accordance with the applicable Indian Accounting Standards (Ind AS).

The amalgamation has simplified the corporate structure of the Group by consolidating the business of the erstwhile Ind-Swift Limited with the Company. The integration is expected to facilitate operational efficiencies, better utilisation of existing resources and infrastructure, streamlined business processes and reduction in administrative and operating costs.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Pursuant to the Scheme, the authorised, issued, subscribed and paid-up capital of the Company and clause V of the Memorandum of Association of the Company were amended during the year 2025-26, pursuant to scheme to reflect the Authorised Share Capital as per the Order of Honble NCLT. Accordingly, as on March 31, 2026, the Authorised Share Capital of the Company stood at C 1,40,00,00,000/- (Rupees One Hundred and Forty Crore only) divided into 11,50,00,000 (Eleven Crore and Fifty Lakhs) equity shares of C 10/- each and 25,00,000 (Twenty-Five Lakhs) Cumulative Redeemable Preference Shares of C 100/- each.

a) Issued, Subscribed and Paid-up Share Capital

During the year, a total of 1,79,68,000 equity shares were allotted upon conversion of fully convertible warrants into an equivalent number of equity shares, and 1,25,000 equity shares were allotted upon exercise of options by eligible employees of the Company pursuant to the Employees Stock Option (Employee Incentive Scheme, 2014) Plan. Further, pursuant to the Scheme, the Company allotted 81,24,698 equity shares of C10/- each to the eligible shareholders of the erstwhile Ind-Swift Limited in accordance with the approved share exchange ratio. The said equity shares have been duly listed and admitted for trading on BSE Limited and the National Stock Exchange of India Limited (NSE).

Accordingly, the paid-up equity share capital of the Company increased from C60,61,88,600 as at March 31, 2025 to C86,83,65,580 as at March 31, 2026. The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded.

b) Preference Shares:

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 the meeting held on 11.08.2025 allotted 14,20,000, 1% Redeemable Preference Shares of C 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.

c) Employee Stock Option Scheme

The Company has in place the Employees Stock Option Plan (Employee Incentive Scheme, 2014) (ESOP 2014), which is administered in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the financial year 2025-26, 1,25,000 Employee Stock Options granted under the aforesaid Scheme were exercised by the eligible employees and, pursuant thereto, 1,25,000 equity shares of the Company were allotted on March 31, 2026. There was no fresh grant, modification or cancellation of Employee Stock Options during the year under review.

The certificates from the Secretarial Auditor of the Company stating that the Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 will be available electronically for inspection during business hours, without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send a request from their registered Email Id mentioning their name, DP ID and Client ID / Folio No., PAN and Mobile No. to the Company at investor@indswiftlabs.com.

The applicable disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 with regard to the Employee Stock Option Plan of the Company are provided in Annexure IV to this Report.

Further, the Company has not granted any Employee Stock Options to its Non-Executive Directors under the aforesaid Scheme. Accordingly, the disclosure in this regard is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

COMMITTEES OF THE BOARD

The Companys 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, forming part of this annual report.

DIRECTORS & KEY MANAGERIAL PERSONNEL a) Board of Directors

As on 31st March, 2026, your Companys 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.

b) Appointment/Re-appointment:

During the year under review, Sh. Param Bir Singh (DIN: 07616561), Independent Director of the Company, resigned from the Board of Directors with effect from the close of business hours on May 30, 2025, citing personal reasons. The Board places on record its sincere appreciation for the valuable guidance, contribution and support extended by him during his tenure as an Independent Director of the Company.

Sh. Sri Prakash Sharma (DIN: 00475413), Independent Director of the Company, completed his second consecutive term of five years and consequently ceased to be an Independent Director of the Company with effect from the close of business hours on July 4, 2025. The Board places on record its sincere appreciation for the valuable guidance, contribution and support extended by him during his tenure and association with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sh. Prabhat Khurana (DIN: 03289193) and Sh. Subodh Gupta (DIN: 01393423) as Additional Directors in the category of Independent Directors with effect from July 5, 2025, subject to the approval of the Members. The Members approved their appointment as Independent Directors for a first term of five consecutive years at the 30th Annual General Meeting of the Company held on September 29, 2025.

Further, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at its meeting held on January 31, 2026, approved the change in designation of Sh. Navrattan Munjal (DIN: 00015096) from Chairman and Managing Director to Chairman and Whole-Time Director with effect from February 1, 2026. The Board also approved the appointment of Sh. Himanshu Jain (DIN: 00014533) as Managing Director (Domestic Operations) and Sh. Sahil Munjal (DIN: 00015407) as Managing Director (Global Operations), subject to the approval of the Members.

Subsequent to the close of the financial year, the Members approved the aforesaid change in designation and appointments by way of Special Resolutions passed through Postal Ballot on April 30, 2026.

Further, subsequent to the close of the financial year, Sh. Prabhat Khurana (DIN: 03289193), Independent Director, resigned from the Board of Directors of the Company with effect from the close of business hours on June 22, 2026, citing personal and professional reasons. The Board places on record its sincere appreciation for the valuable guidance, contribution and support extended by him during his association with the Company.

Further, subsequent to the close of the financial year, the Board of Directors, by a resolution passed by circulation on June 22, 2026, approved the re-appointment of Sh. Rajinder Kumar Gupta (DIN: 09212540) as an Independent Director for a second term of five consecutive years commencing from June 23, 2026, subject to the approval of the Members. The Members subsequently approved his re-appointment as an Independent Director for a second term of five consecutive years at the Extra-Ordinary General Meeting of the Company held on August 5, 2026.

c) Key Managerial Personnel

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

a) Sh. Navrattan Munjal, Chairman,

b) Sh. Himanshu Jain, Managing Director (Domestic Operations),

c) Sh. Sahil Munjal, Managing Director (Global Operations),

d) Sh. Rishav Mehta, Executive Director,

e) Sh. Gagan Aggarwal, Chief Financial Officer, f) Sh. Pardeep Verma: VP-Corporate Affairs & Company Secretary.

d) Declaration for Independency of Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (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.

e) Directors liable to retire by rotation and Directors seeking re-appointment:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Sh. Navrattan Munjal, Chairman (DIN: 00015096) 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.

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.

f) Relationship/Transaction of Non-Executive Directors with the Company

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.

g) Number of Meetings of the Board

During the year, 10 (Ten) Board meetings were held on 15.05.2025, 30.05.2025, 31.07.2025, 11.08.2025, 13.08.2025, 25.08.2025, 26.09.2025, 14.11.2025, 31.01.2026 and 27.03.2026. The details regarding the meetings are given in the Corporate Governance Report.

h) Performance evaluation of the Board, its Committees and Individual Directors

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 Directors performance. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

i) Familiarization Program

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 Corporate Governance - Ind-Swift Group.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2026; 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, 2026 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.

INTERNAL FINANCIAL CONTROL

Your Company has an effective internal control and risk mitigation system, which constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurates 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 Companys website Corporate Governance - Ind-Swift Group. It is hereby affirmed that no person has been denied access to the Chairperson of the Audit Committee.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31.03.2026, 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 Subsidiary, which became a subsidiary consequent to the amalgamation of Ind-Swift Limited with the Company).

The Company also has joint ventures with M/s. Wellgen Medicare LLP, a Delhi-based pharma trading concern, and Sh. Anshul Jain on a 50:50 partnership basis, in an LLP named Indis Healthcare LLP.

During the financial year 2025-26, the Company entered into an additional joint venture by way of formation of an LLP named Capital Strikers LLP, on a 50:50 partnership basis with Sh. Nikhil Gupta, which has accordingly been included as a joint venture of the Company.

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 Companys website at Corporate Governance - Ind-Swift Group.

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.indswiftgroup. 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 C 2630.35 Lakhs equivalent to USD 29,83,402 and recorded a net Loss of C 13.54 Lakhs as on 31.03.2026 equivalent to USD 22,899.

- The Dubai Subsidiary of the Company viz. ISLL Middle East L.L.C.-FZ had NIL net sales and it recorded a net loss of C 3.44 Lakhs as on 31.03.2026 which is equivalent to AED 13387.

- The Companys Subsidiary Fortune (India) Constructions Limited achieved total turnover of C 329.77 Lakhs and recorded a net Profit of C 73.11 Lakhs as on 31.03.2026.

- The Companys Subsidiary MJM Remedies Private Limited achieved a total turnover of C 57.91 Lakhs and recorded a net loss of C 9.09 Lakhs during the year under review.

- The Companys Joint Venture M/s. Indis Healthcare LLP achieved a total turnover of C 1887.82 Lakhs and recorded a net loss of C 9.77 Lakhs as on 31st March, 2026.

Capital Strikers LLP and Ind Swift India Limited (Kenya) did not carry on business operations during the period under review.

Further, necessary steps were taken for the transfer of unclaimed deposits required to be transfered to the IEPF Account.

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.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year 2025-26 (Previous Year 2024-25: Nil) to ensure sufficient reserves for potential reinvestments and future growth opportunities.

There is no unpaid dividend outstanding as on 31.03.2026.

DIVIDEND DISTRIBUTION POLICY

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 Companys website under weblink Corporate Governance - Ind-Swift Group.

RESERVES

The details of Reserves and Surplus are provided in the Financial Results forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 (Act), read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all unpaid or unclaimed dividends are transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government after completion of seven years. Further, in accordance with the applicable provisions of the Act and the IEPF Rules, the equity shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

During the year under review, the Company was not required to transfer any unpaid or unclaimed dividend or equity shares to the IEPF.

Further, necessary steps were taken for the transfer of unclaimed deposits required to be transferred to the IEPF Account

PUBLIC DEPOSITS

The Company has completed the re-payment of its fixed deposits in compliance with the re-payment scheme approved by the Honble Company Law Board vide its order dated 30th 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 C 1,54,31,165/-.

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act read with rules made thereunder.

Further, necessary steps were taken for the transfer of unclaimed deposits required to be transferred to the IEPF Account.

RELATED PARTY TRANSACTIONS DISCLOSURE UNDER THE COMPANIES ACT, 2013

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 arms 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 Companys website at Corporate Governance - Ind-Swift Group.

RELATED PARTY TRANSACTIONS DISCLOSURE UNDER SEBI (LODR) REGULATIONS, 2015

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

DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) 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.

Further, pursuant to the Scheme 45,15,495 equity shares were allotted to members of the promoter and promoter group who were eligible shareholders of the erstwhile Ind-Swift Limited pursuant to the Scheme. During the Financial Year, 80,00,000 equity shares were allotted to M/s. Essix Biosciences Limited, the promoter of the Company, upon conversion of equivalent numbers of Fully Convertible Warrants into equity shares. As at the end of the financial year, all the warrants allotted to Essix Biosciences Limited have been converted into equity shares.

All the necessary disclosures pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) 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.

RISK MANAGEMENT

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 Companys financial and risk management policies, assess risk and procedures to minimise the same.

The Companys Risk Management and Mitigation Plan have been further discussed in detail in the Management Discussion and Analysis Report, forming part of this Annual Report. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

The Companys Risk Management Policy is available on Companys Website at Corporate Governance - Ind-Swift Group.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2026 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 Annual Returns - Ind-Swift Group.

The weblink to access Annual Return for previous financial year 2024-25 of the Company is indswiftgroup.com/wp-content/ uploads/2026/01/MGT-7-31032025.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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:

A. 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;

B. has formulated the evaluation criteria for performance evaluation of independent directors and the Board;

C. has devised a policy on Board diversity;

D. 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;

E. 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 Companys Website at Corporate Governance - Ind-Swift Group.

CORPORATE SOCIAL RESPONSIBILITY

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 Companys 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 C 252.30 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.

ENVIRONMENT/POLLUTION CONTROL, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires ensures 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.

RESEARCH & DEVELOPMENT AND QUALITY CONTROL

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.

INSURANCE

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).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

AUDITORS

(a) STATUTORY AUDITORS

M/s. Rattan Kaur & Associates, Chartered Accountants, (Firm Registration No. 022513N) were appointed as the Statutory Auditors of the Company for a term of 5 consecutive years at the 29th Annual General Meeting (AGM) of the Company held on 30th September, 2024, till the conclusion of the 34th Annual General Meeting of the Company to be held in the calendar year 2029.

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).

AUDIT REPORT

The Auditors Report for the Financial Year 2025-26 does not contain any qualification, reservation, or adverse remark. Regarding emphasis of matter contained in the Auditors Report, Boards explanation on the same is as follows:

A. Emphasis is drawn upon Note No. 19 of the accompanying standalone financial statements which describes that during the year, the Company has issued 1,80,93,000 equity shares comprising of 1,79,68,000 on account of conversion of share warrants and 1,25,000 shares under Employee Stock Option Plan 2014 of C 10/- each fully called up and paid up.

Reply: Matter of Fact. During FY 2024-25, the Company had allotted 2.60 Crore fully convertible warrants, out of which 1,79,68,000 warrants were converted into equity shares during FY 2025-26. Further, the Company had granted 2,50,000 stock options under the ESOP 2014 during FY 2024-25, out of which 1,25,000 stock options were exercised by the respective allottees during FY 2025-26, resulting in the allotment of an equivalent number of equity shares.

B. Emphasis is drawn on Note No. 57 of the accompanying standalone financial statements which describes that the Company entered into an agreement to sell the Land and Building of Unit-IV, Baddi to Ms. Kuldeep Kaur on 30th

January 2024. An amount of C 1710 Lakhs as on 31.03.2026 had been received as part of the sale consideration and the transfer of the said Land and Building will be effected upon receipt of balance payment of C 110 Lakhs.

Reply: Matter of Fact._ The Company had entered into an Agreement to Sell dated January 30, 2024, with Ms. Kuldeep Kaur for the sale of the Land and Building of Unit-IV, Baddi. As at March 31, 2026, an amount of C1,710 Lakhs has been received towards the sale consideration, while the balance amount of C110 Lakhs remains receivable. The transfer of the said Land and Building shall be effected upon receipt of the statutory approval under section 118 of the HP Tenancy and Land Reforms Act, 1972 from the Government of Himachal Pradesh for transfer of said land and building. The balance sale consideration, shall be received consequent to the completion of transfer of land and building to the said buyer.

(b) COST-AUDITORS AND THEIR REPORT

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. The remuneration payable to the Cost Auditors for FY 2026-27 is required to be ratified by the Members at the forthcoming Annual General Meeting, and the Board accordingly recommends the resolution as set out in the Notice convening the AGM.

The Cost Audit Reports for the financial year 2024-25 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 2025-26 will be filed within the prescribed period.

(c) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company had appointed Mr. Vishal Arora, Practising Company Secretary, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 30th Annual General Meeting (AGM) until the conclusion of the 35th AGM.

The Secretarial Audit Report for the financial year ended March 31, 2026, in Form No. MR-3, is annexed to this Report as Annexure-VI.

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark. The Report contains certain observations to which Boards reply is as under:

Observation: 1

The Registrar of Companies, Punjab and Chandigarh had initiated an inspection under the provisions of the Companies Act, 2013 during the year 2018-19 against the Company. The Company has received a Show Cause Notice dated 27th March 2026 issued by the Registrar Of Companies, Punjab and Chandigarh in respect of the alleged violation of Section 187 of the Companies Act, 2013.

Reply: In respect of the ongoing inspection by the ROC, the ROC office issued a final Show Cause Notice dated 27th March , 2026 in respect of non-compliance with the provisions of Section 187 of the Companies Act, 2013. The Company has filed an application for compounding of the said matter with the Honble Regional Director, Northern Region Directorate II/ National Company Law Tribunal Chandigarh Bench on 29th July, 2026. The matter is presently pending for consideration and decision by the concerned authority.

Observation: 2

During the period under review, the Assistant Commissioner, Food Safety, Solan, imposed a penalty of _20,000/- (Rupees Twenty Thousand only) on the Company on 13th November 2025 under the provisions of the Food Safety and Standards Act, 2006, in relation to the Protamine Avlon brand marketed by the Company. The Company has paid the said Penalty.

Reply: The Company has duly paid the said penalty imposed. There is no material impact on operations or other activities of the Company due to said penalty imposed and relevant disclosures have been duly made to the stock exchanges.

Observation: 3

There was a delay in the submission of the financial results dated 31st March 2025 to the Stock Exchanges. The delay was caused due to the pendency in ongoing scheme of Arrangement for the Amalgamation of Ind-Swift Limited with Ind-Swift Laboratories Limited, with the appointed date being 31st March, 2024. The Board Meeting was duly convened but as the merged financial results were not available accordingly the financial results for the period were not considered and was deferred which resulted in a delay in their submission to the Stock Exchanges beyond the stipulated timeline.

Reply: It was a strategic decision of the Board to consider and adopt the audited financial results of the combined entity, in accordance with the applicable provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The decision and the proposed course of action were duly communicated to the Stock Exchanges.

SECRETARIAL STANDARDS

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

(d) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder,

M/s. Jain & Associates, Chartered Accountants, acted as the Internal Auditors of the Company during the financial year 2025-26. Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed

M/s. Jain & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

The Internal Auditors conduct internal audits in accordance with the scope approved by the Audit Committee and periodically assess the adequacy and effectiveness of the Companys internal financial controls, risk management framework, governance processes and compliance with applicable laws, policies and operating procedures. The Internal Audit Reports, together with the managements responses, are reviewed by the Audit Committee on a quarterly basis, which monitors the implementation of corrective actions, wherever considered necessary.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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.

CORPORATE GOVERNANCE

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.

HUMAN RESOURCE

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.

Internal Complaints Committee

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.

Particulars of Employees

The Company takes pride in the commitment, competence and dedication of its employees across all areas of its business. The relationship between the management and employees continues to be healthy and cordial. The Company maintains transparency in its dealings and in matters relating to its activities and its employees.

The 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 (Rules), are provided in Annexure VIII to this Report.

The Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the statement may request the same by writing at investor@indswiftlabs.com up to the date of the forthcoming Annual General Meeting.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The approval of the shareholders has been obtained on 5th August, 2026 for Preferential Issue of up to 70,00,000 (Seventy Lakhs) Fully Convertible Warrants (Warrants), to be convertible at an option of warrant holder(s) in one or more tranches, within 18 (Eighteen) months from its allotment date into an equivalent number of fully paid-up equity shares of the face value of C 10 each at an issue price of C 196/- (Rupees One Hundred and Ninety Six Only) per warrant, for cash, for an aggregate amount of up to C 1,37,20,00,000/- (Rupees One Hundred Thirty Seven Crores and Twenty Lakh Only). The Company has applied for obtaining in-principle approval of the stock-exchanges for the proposed preferential issue and the same is pending to be received as on the date of this report

There have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

The Policy on Determination of Materiality of Events as approved by the Board is available on the Companys Website at Corporate Governance - Ind-Swift Group.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2025-26, the Scheme of Arrangement for amalgamation of Ind-Swift Limited with the Company was approved by the Honble National Company Law Tribunal, pursuant to which the amalgamation was given effect to during the year. The Scheme has been disclosed in details in separate section of this Annual Report.

During the year the company paid _ 4,18,900/- to BSE and _4,24,800/- to NSE on account of delay in adoption of Audited Financial Results for the Financial Year 2024-25 of the merged entity.

In respect of the ongoing inspection by the ROC, the ROC office issued a final Show Cause Notice dated 27th March , 2026 in respect of non-compliance with the provisions of Section 187 of the Companies Act, 2013. The Company has filed an application for compounding of the said matter with the Honble Regional Director, Northern Region Directorate II/ National Company Law Tribunal Chandigarh Bench on 29th July, 2026. The matter is presently pending for consideration and decision by the concerned authority.

The aforesaid matters do not have any material adverse impact on the going concern status or future operations of the Company. Except as stated above, no significant or material orders were passed by any Regulators, Courts or Tribunals during the year which would adversely impact the Companys going concern status or future operations.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31st March, 2026 forms part of the Management Discussion and Analysis Report.

REGISTRAR AND SHARE TRANSFER AGENT

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.

LISTING ON STOCK EXCHANGES

The Companys shares are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

LISTING FEES

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

CEO/CFO CERTIFICATION

In terms of the Listing Regulations, the Certificate duly signed by Sh. Himanshu Jain, MD (Domestic Operations), Sh. Sahil Munjal MD (Global Operations) and Sh. Gagan Aggarwal, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the audited annual financial statements for the year ended on 31st March, 2026, at its meeting held on 28th May, 2026.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or 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 loans obtained from banks or financial institutions.

3. Revision of financial statements and Directors Report of the Company.

4. Any remuneration or commission received by the Managing Directors or Whole-Time Directors from any of the subsidiaries of the Company.

ACKNOWLEDGEMENT

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, Companys Bankers and all other stakeholders for their support and cooperation during the year under review.

	On behalf of the Board of Directors
Place: Chandigarh	Navrattan Munjal
Date: 02.09.2026	Chairman
	DIN: 00015096