Ind-Swift Laboratories Ltd

Dear Shareowners,

Your directors have great pleasure in presenting the 29^th Annual Report together with audited statement of accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31^st March, 2024 are prepared in accordance with the relevant applicable IND AS and 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 ("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, 2024.

The summarized financial highlights are depicted below:

(D Lakhs)

During the financial year 2023-24, your Company has achieved a turnover of B 12726.32 million against the turnover of B11852.39 million during the financial year 2022-23. The Company has achieved Net profit of B 4183.90 million in 2023-24 against Net profit of B 424.72 million in 2022-23. The Company's exports have increased to B 9499.53 million in 2023-24 as compared to B 8859.27 million in 2022-23.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of B13262.67 million during 2023-24 against the turnover of B12408.10 million during 2022-23. In consolidated terms, the Company earned a Net profit of B4214.52 million during 2023-24, against profit of B 478.30 million in 2022-23. 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, 2024 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, 2024.

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

PERFORMANCE OF THE COMPANY, STATE OF COMPANY'S AFFAIRS AND MATERIAL DEVELOPMENT

In line with our strategic objectives to reduce debt, strengthen our financial base, and minimize dependence on external financing, we are pleased to announce significant developments for the financial year 2023-24.

On 6^th September 2023, the Company entered into Business Transfer Agreement for the slump sale of the API & CRAMS business with M/s. Synthimed Labs Private Limited (SLPL) a portfolio company of India Resurgence Fund ("IndiaRF") a leading India focused investment platform promoted by Piramal Enterprises Limited and Bain Capital, for a consideration of B1,650 Crores.

The said slump sale transaction was completed on 18^th March, 2024 subsequent to the receipt of the approval from the Competition

Commission of India (CCI) & Department of Pharmaceuticals (DOP) and completion of other conditions precedents. Post Slump Sale the listed Non-convertible Debentures (NCDs) & other debt of the Company was redeemed/repaid fully. Following the repayment of debts the company is now debt free and has significantly reduced its overheads. As per the terms of the Business transfer Agreement with SLPL the Company has invested a sum of B80 Crores in 32 Lakhs Compulsorily Convertible Debentures (CCDs) and 48 Lakhs Non-Convertible Debentures (NCDs) of SLPL. Upon the conversion of CCDs, the Company shall have 7.80% stake in the equity of SLPL. We believe these strategic actions will create substantial value for our shareholders and position the Company for sustainable growth and success.

SCHEME OF ARRANGEMENT

With an objective of leveraging from the broad base presence of the group Company in the finished dosages business a scheme under Sections 230 to 232 of the Companies Act, 2013 for the amalgamation of M/s. Ind Swift Limited (Transferor Company) with M/s. Ind Swift Laboratories Limited (Transferee Company) was approved by the Board on September 25, 2023 and necessary applications were filed with the stock exchanges. In line with the observations made by the exchanges, the scheme was subsequently modified on March 8, 2024 and May 18, 2024. The objective of the Scheme is to consolidate and manage the Transferor and Transferee Companies as a single entity, thereby streamlining operations and enhancing efficiency. The implementation of the Scheme is subject to the necessary approvals from the Stock Exchanges, Securities and Exchange Board of India (SEBI), shareholders, creditors, and the sanction of the Hon'ble National Company Law Tribunal (NCLT) with appropriate jurisdiction, as well as any other statutory or governmental authorities as directed by the NCLT. The scheme is presently pending for In-principal Approval of Stock Exchanges. The Scheme of Arrangement for Amalgamation is available on the website of the Company, which can be accessed at indswiftlabs.com/wp-content/uploads/2024/05/Revised_ Scheme_18052024.pdf.

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 and terms of reference are given in the Corporate Governance report.

DIRECTORS & KEY MANAGERIAL PERSONNEL a) Board of Directors

As on 31^st March, 2024, 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.

After the closure of the financial year the Board of Directors in their meeting held on 27^th June, 2024 appointed Mr. Param Bir Singh as an additional Independent Director of the Company. His appointment was subsequently ratified by the shareholders at the Extraordinary General Meeting held on 22^nd July, 2024, for a term of 5 consecutive financial years starting from 27^th June, 2024.

b) 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) Mr. Navrattan Munjal, Chairman & Managing Director, b) Mr. Himanshu Jain, Joint Managing Director, c) Mr. Rishav Mehta, Executive Director, d) Mr. Sahil Munjal, Executive Director, e) Mr. Gagan Aggarwal, Chief Financial Officer, f ) Mr. Sunil Deshmukh*, Chief Executive Officer g) Mr. Lovekesh Mahajan*, Chief Accounts Officer and h) Mr. Pardeep Verma: VP-Corporate Affairs & Company Secretary.

* Pursuant to slump sale transaction effected on 18^th March, 2024, the services of Mr. Deshmukh and Mr. Mahajan has been transferred to M/s. Synthimed Labs Private Limited after the closure of business hours on 18^th march, 2024. c) 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 subsection (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. The Company has also received from them declaration of compliance of Rule 6(1) & (2) that they have registered themselves with databank of Independent Directors as maintained by Indian Institute of Corporate Affairs.

d) 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, Mr. Sahil Munjal, Executive Director (DIN: 00015407) 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. Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

Further, the tenure of Mr. Sahil Munjal (DIN: 00015407) Whole-Time Director will be completed on 12^th February, 2025 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee proposes his re-appointment for the period of 5 (Five) years w.e.f. 13^th February, 2024. Your Board recommends passing a special resolution as per the Companies Act, 2013 & SEBI (LODR) Regulation, 2015 as set out in Item No. 6 notice of the AGM. 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.

e) 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.

f) Number of Meetings of the Board

During the year, (11) eleven Board meetings were held on 29-05-2023, 09-08-2023, 31-08-2023, 06-09-2023, 25-09-2023, 07-11-2023, 12-02-2024, 05-03-2024, 08-03-2024, 18-03-2024 & 30-03-2024. The details regarding the meetings are given in the Corporate Governance Report.

g) 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. Based on the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

h) 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 https:// www.indswiftlabs.com/wp-content/uploads/2022/08/ Familiarisation_Programme_for_Independent_Directors.pdf

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, 2024; 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, 2024 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 is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors, and the Business heads are periodically apprised of the internal audit findings and corrective actions taken. Internal 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 https:// www.indswiftlabs.com/wp-content/uploads/2018/07/Whistle_ Blower_Policy.pdf

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31.03.2024, your Company had 3 Subsidiaries i.e., Ind-Swift Laboratories Inc. (US Subsidiary), Fortune (India) Constructions Limited (Indian Subsidiary) and MJM Remedies Private Limited (Indian Subsidiary). The Company also had a joint venture with M/s. Wellgen Medicare LLP, a Delhi based pharma trading concern and Mr. Anshul Jain on a 50:50 partnership basis, an LLP named "Indis Healthcare LLP".

Further, the company has also incorporated ISLL Middle East L.L.C-FZ, wholly owned subsidiary in Dubai for which the certificate of incorporation was received on 17-05-2024.

There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations. The Policy for determining ‘Material' subsidiaries has been displayed on the Company's website at Corporate Governance : Ind-Swift Laboratories Ltd. (indswiftlabs.com) The Annual Financial Statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during the working hours at your Company's registered office and those of the respective subsidiary companies concerned. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.indswiftlabs. com/investor/financial-statements-of-subsidiaries/ 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 B 1,19,47,37,233 equivalent to USD 1,44,29,190 and recorded a net Profit of B 3,67,43,609 equivalent to USD 4,43,730 as on 31.03.2024.

- Fortune (India) Constructions Limited achieved total turnover of B1,15,03,000 and recorded a net loss of B35,94,849 as on 31.03.2024.

- The Company's Subsidiary MJM Remedies Private Limited achieved a total turnover of B10,34,397 and recorded a net loss of B 11,35,593.

- The Company's Joint Venture M/s. Indis Healthcare LLP achieved a total turnover of B 1,118,59,153 and recorded a net loss of B 98,01,631 as on 31.03.2024.

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

In view of the planned capital investments for expansion in the formulations business and for investment in the future growth opportunities, the Board has not recommended any dividend for the financial year 2023-24 (2022-23: NIL).

There is no unpaid dividend outstanding as on 31.03.2024.

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: https://www.indswiftlabs.com/wp-content/uploads/2021/08/ DividendDIstributionPolicy.pdf

RESERVES

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

INVESTOR EDUCATION AND PROTECTION FUND

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

During the year under review, your Company was not required to transfer any funds/shares to Investor Education and Protection Funds (IEPF).

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 30^th September, 2013. A few of the fixed deposits, however, remained unclaimed as at the end of the Financial Year. The Company shall repay those claims as and when the respective Deposit Holder approaches the Company. During the year the company has made repayment of fixed deposits amounting to B 1,65,76,145/-.

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.

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 Corporate Governance : Ind-Swift Laboratories Ltd. (indswiftlabs.com).

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 XXX of the Standalone and Consolidated Financial Statements.

DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP

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

At the beginning of the financial year, M/s Essix Biosciences Limited and M/s Ind Swift Limited, being the Promoter entities, were holding 21.71% and 16.08% respectively, of the total equity of the Company. However, during the year M/s. Ind Swift Limited transferred its entire shareholding to M/s. Essix Biosciences Limited resulting in M/s Essix Biosciences Limited holding 37.79% of the total equity. Although the company was not party to this agreement, all the necessary disclosures pursuant to SEBI (LODR) Regulations, 2015 and SEBI (SAST) Regulations, 2011 have been made to the stock exchanges where the shares of the company are listed.

The details of all the transactions by the Company with Essix Biosciences Limited and Ind Swift Limited, the promoter entities, have been disclosed in Form AOC-2, forming part of this Annual Report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) (C) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

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

During the Financial Year 2023-24, two Risk Management Committee Meeting were held on 15.09.2022 and 04.03.2023. The Company's Risk Management Policy is available on Company's Website i.e. www.indswiftlabs.com and the weblink of the same is https://www.indswiftlabs.com/wp-content/uploads/2018/07/ Risk_Management_Policy.pdf

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid-up equity share capital of the Company as on March 31, 2024 was B 59,08,68,600. The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded. The Company has not issued any shares with differential voting rights or sweat Equity during the year. During the year, the company has not made any allotment.

The approval of the shareholders has been obtained on 22^nd July, 2024 for Preferential Issue of up to 2,60,00,000 (Two Crores Sixty 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 B10 each at an issue price of B121/- (Rupees One Hundred and Twenty-One Only) per warrant, for cash, for an aggregate amount of up to B 3,14,60,00,000/- (Rupees Three Hundred Fourteen Crores and Sixty 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

a) Employee Stock Option Scheme

During the financial year 2023-24, there has been no change in the Employees Stock Option Plan (Employee Incentive Scheme, 2014) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with ESOP Regulations.

During the financial year there has been no material changes in the scheme and options movement during 2023-24 and during the last three financial years is NIL. In addition, the Company has not granted any Employee Stock Option to its Non-Executive Directors under the said plan. Hence, disclosure of the same is not applicable.

b) Non-Convertible Debentures

In June 2018, the Company had issued 4,245 Rated, Listed, Secured, 10% Coupon, Redeemable, Non-Convertible Debentures (NCDs) with a total value of B4,245 million.

These NCDs were listed on BSE and were set to mature on June 12, 2024.

This NCDs were redeemed on 18^th March, 2024 and necessary disclosures were made to the Stock Exchanges.

Subsequent to the full redemption these NCDs also stand delisted from the BSE, the exchange where these NCDs were listed.

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.

Statements forming part of the Annual Report.

Further, pursuant to the prior approval granted by the shareholders in their Extra Ordinary General Meeting held on 6^th October, 2023, a loan facility was extended to M/s. Ind Swift Limited (ISL), a group company by way of takeover of ISL's debts from M/s. Edelweiss Asset Reconstruction Company Limited (EARC) at a sum of B3526 million (approx.) along with additional rights to recover B4631.70 million (Zero-Coupon Debt (ZCD)). The unsustainable or zero- coupon debt will be payable in full in the event of default on the term loan facility but will be waived upon successful repayment. Detailed information regarding this transaction is provided in the Notes to the Financial Statements, which are integral to this report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2024 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://www.indswiftlabs.com/investor/annual-returns/ The weblink to access Annual Return for previous financial year 2022-23 of the Company is https://www.indswiftlabs.com/wp- content/uploads/2023/12/Form_MGT-7_31032023.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: i) has formulated criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board, Policy relating to remuneration for directors, KMP and other employees; ii) has formulated the evaluation criteria for performance evaluation of independent directors and the Board; iii) has devised a policy on Board diversity; iv) identifies persons who are qualified to become directors or may be appointed in Senior Management in accordance with criteria laid down and recommend to the Board their appointment and removal; v) recommends to the Board whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

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

CREDIT RATING

During the Financial Year, 2023-24, the credit rating of the Company was ‘CARE BB' (previous year CARE BB) which implies stable rating.

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 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 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 IV".

STATUTORY AUDITORS

M/s Avishkar Singhal & Associates, Chartered Accountants (Firm Reg. No. 017362N) the Statutory Auditors were appointed for a second term of consecutive 5 (Five) years at 27^th Annual General

Meeting of the Company held on 30^th September, 2022. Their term was set to conclude at the 32^nd AGM, scheduled to be held in the calendar year 2027.

However, M/s Avishkar Singhal & Associates, tendered their resignation vide their letter dated 6^th August, 2024, citing their inability to continue as the Statutory Auditors of the Company due to personal reasons and pre-occupation in other professional assignments. A detailed disclosure as per the requirement of SEBI Circular vide no. CIR/CFD/CMDI/114/2019, dated 18 October 2019 was also obtained from the resigning auditor, which was duly disclosed to the stock exchanges.

The Audit Committee and the Board in their respective meetings held on 12^th August, 2024 acknowledged the resignation. They also noted that the outgoing statutory auditors had not raised any concerns or issues. To fill the casual vacancy created by the resignation of M/s Avishkar Singhal & Associates, on the basis of the recommendation of Audit Committee, The Board of Directors at their meeting held on 12^th August, 2024, have approved the appointment of M/s. Rattan Kaur

& Associates, Chartered Accountants (ICAI Firm Registration No. 022513N) as Statutory Auditors of the Company. Such appointment is subject to the approval of members in the general meeting, and your Board recommends passing of Ordinary Resolution as set out in item no. 4 of the notice calling AGM.

Since, the term of statutory auditor appointed to fill the casual vacancy is set to expire in the ensuing AGM, the Board of Directors of the Company also recommends for the approval of Members, the appointment of M/s. Rattan Kaur & Associates, Chartered Accountants (ICAI Firm Registration No. 022513N) as the Statutory Auditors of the Company for a period of five years from the conclusion of 29^th AGM till the conclusion of the 34^th AGM to be held in the year 2029. Board recommends passing of Ordinary Resolution as set out in item no. 5 of the notice calling AGM. As per the provisions of Section 139 of the Companies Act, 2013, read with Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDIT REPORT

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditor's Report for the Financial Year 2023-24 does not contain any qualification, reservation, or adverse remark. Regarding emphasis of matter contained in the Auditors' Report, the management's comments (in italics) are as follows: -a) Emphasis is drawn upon Note no. XXXI of the accompanying standalone financial statements, the company has entered into a Business Transfer Agreement with M/s. Synthimed Labs

Private Limited (SLPL) under the scheme of slump sale for a consideration of B 1650 Crores and accordingly transferred all the assets and liabilities to SLPL as per scheme of transfer as on 18^th March 2024.

Management's Reply: As explained earlier in the report, the decision for the slump sale was strategically taken in view of the increasing debt burdens of the Company especially in light of the impending repayments of the NCDs due in June, 2024. The Company is debt free and shall have surplus funds post slump sale transaction. b) Emphasis is drawn upon Note No. V of the accompanying standalone financial statement, M/s. Ind-Swift Laboratories (ISLL) has acquired a loan of B352.60 Crores from Edelweiss, a lender, in relation to the loan provided to Ind Swift Ltd along with all other rights and unsustainable debt of B463.17 in terms of the Loan Agreement with Ind-Swift dated 30.03.2024. The unsustainable part/zero coupon debt is payable fully in case of default in repayment of the term loan facility and to be waived off on the successful repayment of the term loan facility Management's Reply: Ind-Swift Laboratories Limited has strategically ventured into the business of the Finished dosages forms and Ind-Swift Limited a group Company, which is an established player in the formulations business, was another perfect strategic fit for the company to grow inorganically in the formulation market globally. However, Ind-Swift Limited had been in the financial stress for long and both the companies have been working out on the model of gaining from the strengths of each other where Ind-Swift labs had the financial strength and Ind-Swift Limited has the required expertise & market presence in the Formulation business. Accordingly, to lease out Ind-Swift Limited from the financial stress the Board of Directors in their meeting held on September 06, 2023, had approved in-principally a proposal of arrangement or compromise with the shareholders and creditors of the Company and Ind Swift Ltd., whereby Ind-Swift Limited is proposed to be merged with the Company. Considering the proposed merger, it was also strategically approved to grant a loan to Ind-Swift Limited. Subsequent to the approval of the shareholders for advancing of loans to Ind-Swift limited, as granted in their Extra ordinary general meeting held on 6^th October, 2023, the Company had taken over the loan of the Ind-Swift Limited from Edelweiss along with the special rights to recover a sum of B4631.70 million upon non-repayment for the debt by Ind-Swift Limited as per the agreed terms. The transactions is in the interest of all the stakeholders. Under the principles of Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets," the additional rights to recover unsustainable debt is recognized as a contingent asset. This is based on the possibility of future economic benefits that may arise if certain conditions are met. As such, the unsustainable debt, which is a zero coupon debt; which will be waived off on timely repayment of the loan facility, is disclosed as a contingent asset in the balance sheet.

COST-AUDITORS AND THEIR REPORT

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, 2025.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the AGM, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2025.

The Cost Audit Reports for the financial year 2022-23 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 2023-24 will be filed within the prescribed period.

The Company has maintained all the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditors of the Company for the financial year 2023-24 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure-V" and forms part of this report. There are no qualifications or other remarks of the secretarial auditors in the secretarial audit report as issued by them for the financialyear2023-24.ThereareafewobservationsbytheSecretarial Auditors which the Board considers informatory in nature.

SECRETARIAL STANDARDS

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

INTERNAL AUDITORS

M/s Jain and Associates, Chartered Accountants were the Internal Auditors of the Company during FY 2023-24. The Board has approved the re-appointment of M/s Jain & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25 as well. They will conduct the Internal Audit of the Company as required under Section 138 of the Companies Act and their reports shall be reviewed by the Audit committee and the Board of Directors.

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-VI" 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 in all areas of the business. The relation between the management and employees is healthy and cordial. There is transparency in the dealings and in matters relating to the activities of the Company and its employees.

Particulars of remuneration of employees required to be furnished pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 (Act), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as "Annexure VII" to this Report. Particulars of remuneration of top 10 (Ten) employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules which shall be provided to members upon written request pursuant to the second proviso of Rule 5. Particulars of remuneration of employees are available for inspection by Members at the registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2023-24, no significant/material orders were passed by any of the Regulators/Courts or Tribunal that would impact the going concern status of the Company and its future operations. Since the Company had entered into a Business Transfer Agreement, an application was filed with the Competition Commission of India (CCI) and the Department of Pharmaceuticals (DOP), seeking their approval of the slump sale transaction.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31^st March, 2024 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 and Non-Convertible Debentures 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 Mr. Navrattan Munjal, Chairman and Mr. Gagan Aggarwal, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on 31^st March, 2024, at its meeting held on 13^th May, 2024.

GENERAL DISCLOSURES

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

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

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

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

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

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 Financial Institutions for their support and cooperation during the year under review.