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 Company's 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:

During the financial year 2025-26, the Company recorded a
turnover of C 61263.66 Lakhs, compared to C54964.67 Lakhs in
the previous financial year 2024-25. The Company achieved a
net profit of C4255.68 Lakhs in 2025-26, as against a net profit of
C25608.53 Lakhs in 2024-25. The Company's exports during the
year 2025-26 was C48439.19 Lakhs as compared to C39923.33
Lakhs in 2024-25.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of C62588.42
Lakhs during 2025-26 against the turnover of C56171.25 Lakhs
during 2024-25. In consolidated terms, the Company earned
a Net profit of C4312.49 Lakhs during 2025-26, against profit
of C25047.66 Lakhs in 2024-25. 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.

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 Company's 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.

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 Hon'ble 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 Hon'ble 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 C10/- each and 25,00,000
(Twenty-Five Lakhs) Cumulative Redeemable Preference Shares
of C100/- 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
Company's 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 C100/- 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 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, forming
part of this annual report.

DIRECTORS & KEY MANAGERIAL PERSONNELa) Board of Directors

As on 31st March, 2026, 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.

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 Personnel's
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 re-
appointment/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 Director's 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
Company's 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 Company's 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
Company's 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 C2630.35 Lakhs equivalent to USD
29,83,402 and recorded a net Loss of C13.54 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 C3.44
Lakhs as on 31.03.2026 which is equivalent to AED 13387.

- The Company's Subsidiary Fortune (India) Constructions
Limited achieved total turnover of C329.77 Lakhs and
recorded a net Profit of C73.11 Lakhs as on 31.03.2026.

- The Company's Subsidiary MJM Remedies Private Limited
achieved a total turnover of C57.91 Lakhs and recorded a net
loss of C9.09 Lakhs during the year under review.

- The Company's Joint Venture M/s. Indis Healthcare LLP
achieved a total turnover of C1887.82 Lakhs and recorded a
net loss of C9.77 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 Company's 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 Hon'ble 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 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 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
Company's financial and risk management policies, assess risk
and procedures to minimise the same.

The Company's 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 Company's Risk Management Policy is available on
Company's 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 Company's 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 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 C252.30 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 Company's
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 Auditor's 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, Board's 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 C10/-
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 C1710 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 C110 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 Board's
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 Hon'ble 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
Company's internal financial controls, risk management
framework, governance processes and compliance with
applicable laws, policies and operating procedures. The
Internal Audit Reports, together with the management's
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 Company's 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 Hon'ble 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 Hon'ble 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 Company's
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 Company's 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, Company's Bankers and all other stakeholders for
their support and cooperation during the year under review.

On behalf of the Board of Directors
Navrattan Munjal

Chairman
DIN: 00015096