The Board of Directors is delighted to present the 36^th Annual Report on the business and operations of Swiss Military Consumer
Goods Limited ("the Company") along with the summary of standalone and consolidated financial statements for the year ended
March 31,2025.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Board's Report is prepared
based on the standalone financial statements of the Company for the year under review and also present the key highlights of
performance of subsidiary company during the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the year ended March 31,2025, are summarized as under:

Consolidated Basis for FY 2024-2025:

For the financial year 2024-25, the Company has delivered a
strong performance on a consolidated basis. The total revenue
stood at C218.34 Crores, representing a robust growth of
16.19% over the previous financial year. The Profit After Tax
(PAT) for the year was C8.77 Crores, reflecting a year-on-year
increase of 5.06%.

Standalone Basis for FY 2024-2025:

On a standalone basis, the Company reported a total revenue
of C212.67 Crores for the financial year 2024-25, reflecting a
commendable growth of 17.35% over the previous year. The

Profit After Tax (PAT) stood at C9.19 Crores, marking an increase
of 11.84% as compared to the financial year 2023-24.

The financial year has been marked by consistent and
commendable achievements, driven by deliberate and well-
executed strategic initiatives. The Company witnessed strong
traction owing to its differentiated brand positioning and
innovative product offerings, which were rolled out in a phased
manner and received a highly encouraging response from
the market. These initiatives have resulted in robust turnover
growth, opened new market avenues, and significantly
enhanced operational efficiencies across key functions.

Despite operating in a highly competitive and dynamic
environment, the Company has continued to deliver stable and
consistent performance. This resilience is a testament to our
sharp strategic focus, disciplined execution, and organizational
agility. The Board remains confident in the Company's ability
to continue meeting its short-term and long-term objectives
while unlocking sustainable value for all stakeholders.

As we look ahead to the future, the Company is well-positioned
to capitalize on the evolving opportunities within the travel,
mobility, and consumer goods sectors. Key enablers of this
forward momentum include our growing retail presence,
an increasingly strengthened digital footprint, and the
introduction of innovative and customer-centric products.

Furthermore, the Company's ongoing investments in
innovation, sustainability, and market expansion reflect our
commitment to building a future-ready enterprise. These
strategic pillars will not only reinforce our market leadership but
are also expected to drive transformative and unprecedented
growth in the years to come.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, as required in
terms of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
('Listing Regulations'), is annexed to this Report.

The details of operating performance of the Company for the
year, the state of affairs and the key changes in the operating
environment have been analyzed in the Management
Discussion and Analysis section which forms a part of the
Annual Report.

Further, the Company is not in the top 1,000 Companies list
based on the Market Capitalization as on 31 March, 2025, 31
March, 2024 and 31 March, 2023 the Business Responsibility and
Sustainability Report (BRSR) is not applicable to the Company.

DIVIDEND

Dividend Distribution Policy

The Dividend Distribution Policy as adopted and formulated by
the Board in terms of Regulation 43A of the Listing Regulations
is available on the website of the Company at the link: https://
swissmilitaryshop.com/investor-relations/

Declaration and payment of dividend

As part of the Company's strategic focus on long-term value
creation and sustainable growth, the Board of Directors do not
recommend any dividend for the financial year 2024-25.

This decision aligns with our commitment to prudent capital
allocation and future readiness. The retained earnings are
being reinvested into core areas of business expansion, product

innovation, and enhancement of operational efficiency.
These strategic investments are expected to strengthen the
Company's competitive positioning, accelerate the pace of
product development, and drive long-term shareholder value.

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to
transfer any amount to general reserve and has decided to
retain the entire amount of profit for FY 2024-25 in the profit
and loss account.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits
from the public within the meaning of Section 73 and 74 of the
Companies Act, 2013 and read together with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time being in force)
for the year ended on 31^st March, 2025. Therefore, no amount
of principal or interest was outstanding, unpaid or unclaimed
as on 31^st March, 2025.

RIGHTS ISSUE OF THE EQUITY SHARES OF THE
COMPANY

During the financial year 2024-25, your Company came out
with Issue of 3,93,18,798 fully paid-up equity shares of face
value of C2/- each (the "rights equity shares") for cash at a price
of C12.50/- per rights equity share (including a premium of
C10.50/- per rights equity share) up to C49.15 Crores on a Rights
basis to the existing eligible equity shareholders in the ratio of
1 Rights equity share for every 5 fully paid-up equity share held
by the eligible equity shareholders on the record date, that is on
August 09, 2024 (the"issue"). The Rights Issue opened on August
23, 2024 and closed on September 06, 2024. On September 18,
2024, the Rights Issue Committee of Board of Directors of the
Company approved the allotment of 3,93,18,798 equity shares
of face value of C2/- each to the eligible equity shareholders
as fully paid up. Your Company has received Listing Approvals
and Trading Approvals from the exchanges. The numbers of
issued shares of the company increased from 19,65,93,992
equity shares to 23,59,12,790 equity shares post allotment of
the rights issue equity shares. Thus, your Company has raised
funds of C49.15 Crores through said rights issue.

SHARE CAPITAL

a) Authorised Share Capital:

The Authorized share capital of your Company as on
March 31, 2025 stood at C58,50,00,000 (Rupees Fifty-
Eight Crores Fifty Lacs Only) divided into 26,25,00,000
(Twenty-Six Crore Twenty-Five Lacs only) Equity Shares of
C2/- (Rupees Two only) each and 6,00,000 (Six Lacs only)
Preference Shares of C100/- (Rupees Hundred only) each.

b) Issued, Subscribed and Paid-up Share Capital:

As on March 31,2025, the issued, subscribed and paid-up
share capital of the Company increased to C47,18,25,580/-
(Rupees Forty-Seven Crore Eighteen Lacs Twenty-Five
Thousand Five Hundred Eighty Only) divided into
23,59,12,790/- (Twenty-Three Crore Fifty-Nine Lacs Twelve
Thousand Seven Hundred Ninety Only) equity shares of
C2/- (Rupee Two Only) each.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As on 31 March, 2025, the Company has Two Wholly Owned
Subsidiaries as follows:

1) SM Travel Gear Pvt Ltd.

2) AAA Shenyang Container Seal Pvt. Ltd.

According to Section 129(3) of the Act, the consolidated
financial statements of the Company and its subsidiary are
prepared in accordance with the relevant Indian Accounting
Standard specified under the Act, and the rules thereunder and
form part of this Annual Report. A statement containing the
salient features of the financial statements of the Company's
subsidiaries in Form No. AOC-1, attached herewith as 'Annexure
- 1' to this report.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements along with other relevant documents,
in respect of subsidiaries, are available on the website of
the Company, at the link: https://swissmilitaryshop.com/
investor-relations/.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION

There have been no material changes or commitments that
have affected the financial position of the Company between
the close of FY 2024-25 and the date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors:

The Board of the Company is comprised of eminent
persons with proven competence and integrity. Besides the
experience, strong financial acumen, strategic astuteness,
and leadership qualities, they have a significant degree of
commitment towards the Company and devote adequate
time to the meetings and preparation.

During the year under review, the composition of the
Board of 7 Directors. As on the date of the report, the
Board comprises, 4 Independent, 2 Non-Executive and 1
Executive Director, details thereof have been provided in
the Corporate Governance Report.

In terms of the requirement of the Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of the
Company's businesses for effective functioning. The list of
key skills, expertise and core competencies of the Board of
Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, possess the
requisite qualifications, experience and expertise and
hold high standards of integrity.

Your Company has well constituted Board, in accordance
with the provisions of the Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Articles of Association of
the Company.

Criteria for determining qualification, positive attributes
and independence of a director is given under the
NRC Policy, which can be accessed at the link - https://
swissmilitaryshop.com/investor-relations/

b) Retirement by rotation

In terms of the provisions of the Companies Act, 2013, Mr.
Ashok Kumar Sawhney (DIN: 00303519) Non-Executive
(Non-Independent) Director of the Company, retires at the
ensuing AGM and being eligible, seeks reappointment.
A resolution seeking the re-appointment of Mr. Ashok
Kumar Sawhney forms part of the Notice convening the
ensuing Annual General Meeting scheduled to be held on
26^th September 2025.

The profile and particulars of experience, attributes and
skills of Mr. Ashok Kumar Sawhney together with his other
directorships and committee memberships have been
disclosed in the annexure to the Notice of the Annual
General Meeting.

c) Reappointment of Independent Director

The five-year tenure of Mr. Chirag Gupta (DIN: 09040722)
expires on 26^th January 2026. The Board of Directors at its
meeting held on 06^th August 2025 on the recommendation
of the Nomination and Remuneration Committee and
subject to approval of the members of the Company,
have appointed her as an Independent Director for a
second term of 5 (five) years from 27^th January 2026 to 26^th
January 2031.

As required under provisions of the Act and SEBI Listing
Regulations, Mr. Chirag Gupta Independent Director of
the Company have confirmed that they meet the requisite
criteria of independence.

d) Declaration by Independent Directors

The Company has received necessary declarations from
all the Independent Directors of the Company confirming
that they meet the criteria of Independence as prescribed
under Section 149(6) of the Act and Regulation 25 (8) read
with Regulation 16 of Listing Regulations. The Independent
Directors have also confirmed that they have complied
with the Company's Code of Conduct for Independent
Directors prescribed in Schedule IV of the Act.

e) Statement regarding opinion of the board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year

With regard to integrity, expertise and experience
(including the proficiency) of the Independent Directors
appointed/ re-appointed during the Financial Year
2024-25, the Board of Directors have taken on record
the declarations and confirmations submitted by the
Independent Directors and is of the opinion that all
the Independent Directors are persons of integrity and
possess relevant expertise and experience and their
continued association as Directors will be of immense
benefit and in the best interest of the Company.

f) Pecuniary relationship or transactions with the
Company

During the year under review, the Non-Executive
Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than
sitting fees and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board/
Committee(s) of the Company.

g) Meetings of the Board of Directors

The Board meets at regular intervals to discuss and
decide on the Company/business policy and strategy
apart from other Board business. The Board exhibits
strong operational oversight with regular presentations in
quarterly meetings.

The agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed to
enable the Directors to make an informed decision.

The Board of Directors held 4 (four) meetings during
FY 2024-25, details thereof have been provided in the
Corporate Governance Report. The intervening gap
between the meetings was within the period prescribed
under the Act and the Listing Regulations.

h) Board Evaluation

In terms of the provisions of the Act read with Rules issued
thereunder and Listing Regulations, the Board of Directors

in consultation with Nomination and 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, for the Financial Year 2024-25. The
Board Evaluation process was carried out to ensure that
the Board and various Committees of the Board have
appropriate composition and they have been functioning
collectively to achieve the business goals of the Company.
Directors were evaluated on their contribution at Board
/ Committee meetings and guidance & support to the
management outside Board / Committee meetings and
other parameters as specified by the Nomination and
Remuneration Committee of the Company. The Directors
were satisfied with the evaluation results, which reflected
the overall engagement of the Board and its Committees.
The process of evaluation is explained in the Corporate
Governance Report.

i) Committees of Board

In compliance with the requirement of applicable laws and
as part of best governance practices, the Company has
followed Committees of the Board as on 31^st March, 2025:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

The details pertaining to the composition, meetings
and terms of reference of the aforesaid Committees are
included in the Corporate Governance Report which
forms part of the Annual Report.

Board has accepted all the recommendations made by the
Audit Committee.

j) Familiarization Programme of Independent Directors

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company by
specifying them in their appointment letter alongwith
necessary documents, reports and internal policies
to enable them to familiarize with the Company's
procedures and practices. The Company endeavors,
through presentations at regular intervals to familiarize
the Independent Directors with the strategy, operations
and functioning of the Company. The Independent
Directors also met with senior management team of the
Company in formal/ informal gatherings. The details of
such familiarization programs for Independent Directors
in terms of provisions of Regulation 46(2)(i) of the Listing
Regulations are posted on the website of the Company
and can be accessed at https://swissmilitaryshop.com/
investor-relations/.

k) Key Managerial Personnel

In accordance with the provisions of Section 203 of
the Act, following are the Key Managerial Personnel of
the Company:

There was no change in the Key Managerial Personnel
during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors
to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed, along with the
proper explanation relating to material departures;

b) such accounting policies have been selected and applied
consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of
the Financial Year and of the profit of the Company for
that period;

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

d) the annual accounts have been prepared on a going
concern basis;

e) Internal Financial Controls have been laid down to be
followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and

f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY OF THE
COMPANY

Pursuant to Section 134(3)(e) and Section 178(3) of the Act,
the Nomination and Remuneration Policy adopted by the
Board sets out the criteria for determining qualifications,
positive attributes and independence while evaluating a
person for appointment / re-appointment as Director or
as KMP with no discrimination on the grounds of gender,
race or ethnicity, nationality or country of origin, and to also

determine the framework for remuneration of Directors, KMP,
Senior Management Personnel and other employees. Detailed
information on the nomination and remuneration policy of
the company is included in the Corporate Governance Report
which forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pursuant to Section 197 of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

a) Ratio of the remuneration of each Director to the Median
Remuneration of the Employee's and other details
pursuant to Section 197 (12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The aforesaid
disclosure is attached herewith as 'Annexure - 2' to
this report.

b) Details of employee drawing remuneration exceeding
limits of Section 197 (12) read with Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 during the year under
review. The aforesaid disclosure is attached herewith as
'Annexure - 2' to this report.

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

The Company has not granted any loans, secured or unsecured,
guarantee to companies, firm or other parties covered under
section 186. Particulars of Investments has been disclosed in
financial statement of the Company.

RELATED PARTY TRANSACTIONS

The Company has a Policy on Materiality of Related Party
Transaction and dealing with Related Party Transaction which
is uploaded on the company's website at the web link https://
swissmilitaryshop.com/investor-relations/.

All related party transactions that were entered into during the
FY 2024-25 were on arm's length basis and were in the ordinary
course of business. There are no materially significant related
party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may
have potential conflict of interest of the company at large.

All related party transactions are presented to the Audit
Committee Omnibus approval obtained for the transactions
which are foreseen and repetitive in nature. A statement of all
related party transactions is presented to the Audit Committee
on quarterly basis, specifying the nature, value and terms and
conditions of transactions.

The details of Related party transactions are provided in the
accompanying financial statements. Since all related party
transactions entered into by the company were in ordinary
course of business and were on an arm's length's basis, Form
AOC-2 is not applicable to the company. Further, disclosures
as per Ind-AS 24 have been made in note 28 of the financial
statements for the year ended March 31,2025.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company was required to spend 2% of
the average net profit of the past three financial years and net
profit as computed pursuant to Section 198 of Act. The total
amount spent during the year was C13 Lakhs. The CSR Activities
undertaken by the Company were under the thrust areas of
Community Healthcare, Sanitation and Hygiene, Education
and Knowledge Enhancement and Social Care and Concern.
The Annual Report on CSR Activities is annexed herewith as
"Annexure-5" forming part of this Annual Report.

The CSR policy of the Company is hosted on the website at
https://swissmilitaryshop.com/investor-relations.

AUDITORS & AUDITORS OBSERVATIONS

a) Statutory Auditors & Auditors' Report

Based on the recommendation of the Audit Committee
and the Board of Directors, Members of the Company at
the 33^rd Annual General Meeting held on December 15,
2022, re-appointed B.K Sood & Co., Chartered Accountants
(Firm Registration No. 000948N), as the Statutory Auditors
for the second term of 5 (five) years commencing from the
conclusion of the 33^rd Annual General Meeting until the
conclusion of the 38^th Annual General Meeting to be held
in the year 2027.

The Statutory Auditors' Report for FY 2024-25 on the
standalone and consolidated financial statements of the
Company forms part of this Annual Report. Statutory
Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers.

b) Secretarial Auditor

According to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has
appointed AM & Associates, Company Secretaries, to carry
out the Secretarial Audit of the Company. The Report of
the Secretarial Auditor for FY 2024-25 is attached herewith
as Annexure-3. There are no qualifications, observations
or adverse remarks, or disclaimers in the said report.

Further, pursuant to Regulation 24A of the Listing
Regulations, the Board of Directors of the Company,

on the recommendation of the Audit Committee,
recommends the appointment of M/s. AM & Associates
(Membership No. 7161 & CP No. 7825) as the Secretarial
Auditors of the Company for a term of 5 (five) consecutive
years commencing from FY 2025-26 to FY 2029-30.

M/s. AM & Associates have confirmed that they are not
disqualified from being appointed as Secretarial Auditors
of the Company. They have also confirmed that they have
subjected themselves to the peer review process of the
Institute of Company Secretaries of India ("ICSI") and holds
a valid certificate issued by the Peer Review Board of ICSI.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Act and
the Companies (Accounts) Rules, 2014, during the year
under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal
Auditors of the Company M/s Smita Patni & Associates,
Chartered Accountants. They had submitted their reports
and findings with the Audit Committee including any
observation and follow-up actions thereon.

The Board of Directors of the Company has appointed
M/s Smita Patni & Associates, Chartered Accountants, to
conduct the Internal Audit as per Rule 13 of the Companies
(Accounts) Rules, 2014 prescribed under Section 138 of
the Act for the FY 2024-25.

d) Cost Audit

Maintenance of cost records and requirement of cost
Audit as prescribed under the provisions of Section 148(1)
of the Act are not applicable to the business activities
carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company
have not reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed against
the Company by its officers or employees, the details of which
would be required to be mentioned in the Board's Report.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of the Act read with
Rule 12 (1) of the Companies (Management and Administration)
Rules, 2014, the annual return as on March 31, 2025 will be
available on the website of the Company at the link https://
swissmilitaryshop.com/investor-relation/

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company believes in a strong internal control framework,
which is necessary for business efficiency, management
effectiveness and safeguarding assets. The Company has a well-
defined internal control system in place, which is designed to

provide reasonable assurance related to operation and financial
control. The Management of the Company is responsible for
ensuring that Internal Financial Control has been laid down in
the Company and that controls are adequate and operating
efficiently.

Internal Audit of the Company's operations are carried out by
the Internal Auditors and periodically covers different areas of
business. The audit scope, methodology to be used, reporting
framework are defined well in advance, subject to consideration
of the Audit Committee of the Company. The Internal Auditors
evaluates the efficacy and adequacy of internal control system,
its compliance with operating systems and policies of the
Company and accounting procedures at all the locations of
the Company. Based on the report of the Internal Auditors,
process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are placed before
the Audit Committee of the Company. The Internal Audit also
continuously evaluates the various processes being followed
by the Company and suggests value addition, to strengthen
such processes and make them more effective.

VIGIL MACHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) and (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a Vigil Mechanism or 'Whistle Blower Policy' for directors,
employees and other stakeholders to report genuine concerns
has been established. The Company has built a reputation for
doing business with honesty and integrity over the years and
has shown zero tolerance for any sort of unethical behaviour or
wrongdoing. The Audit Committee reviews the functioning of
the Whistle Blower mechanism on a quarterly basis. During the
year under review, no instance has been reported under this
policy. Whistle-blower Policy and Code of Business Conduct
have been hosted on the website of the Company https://
swissmilitaryshop.com/investor-relations/

RISK MANAGEMENT

Risk Management is an integral part of our strategy for
stakeholders' value enhancement and is embedded in
to governance and decision-making process across the
Organization. The Company has in place the Risk Management
policy to ensure effective responses to strategic, operational,
financial and compliance risks faced by the Organization. As
per Risk Management Policy all the risks are discussed in detail
with the functional heads to identify, evaluate, monitor and
minimize the identifiable business risk in the Organization.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company is an equal opportunity Company and has zero
tolerance for sexual harassment at workplace. It has adopted

a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. In this regard, the Company has organized a
number of interactive awareness workshops for its employees.
During the year, no complaints were received under this policy.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance
practices. As required by Regulation 34 read with Schedule V
of the SEBI Listing Regulations, a separate Report on Corporate
Governance forms part of the Annual Report. The Report
on Corporate Governance also contains certain disclosures
required under the Companies Act, 2013. A certificate from
M/s. AM & Associates, Practicing Company Secretary, regarding
compliance of conditions of Corporate Governance as stipulated
under Clause E of Schedule V of the Listing Regulations forms
part of the Corporate Governance Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is attached herewith as
Annexure - 4' to this Report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS

No material orders have been passed by any Regulators/
Courts/Tribunals, which has been received by the Company,
having impact on the going concern status and the Company's
operation in future.

NATURE OF BUSINESS

There has been no change in the nature of business of
the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited
(BSE) with scrip code No. 523558. The Company confirms that
the annual listing fees to the stock exchange for the Financial
Year 2025-26 have been paid.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Directors state that applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1")
and Secretarial Standard-2 ("SS-2"), relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have
been duly complied by the Company.

EMPLOYEE STOCK OPTION PLAN 2023

The Company has Swiss Military Consumer Goods Limited
- Employee Stock Option Plan 2023' (hereinafter referred to

as 'ESOP 2023'/'the Plan') with an objective of rewarding the
employees for association, dedication and contribution to the
goals of the Company. The Company intends to use this ESOP
Scheme to attract and retain key talents working with the
Company by way of rewarding their performance and motivate
them to contribute to the overall corporate growth and
profitability. The ESOP Scheme covers eligible employees of the
Company. The Nomination, Remuneration and Compensation
Committee monitors the Company's ESOP Plan.

During the year under review, in terms of ESOP 2023, the
Company had granted options of ESOPs to the eligible
employees as determined by the NRC, which will be vested as
per the approved vesting schedule and are be exercisable into
fully paid-up equity shares of C2/- each of the Company, on the
terms and conditions as provided under the Plan, in accordance
with the provisions of the applicable laws and regulations for
the time being in force.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology
controls are being enhanced in-line with the threat scenarios.
Your Company's technology environment is enabled with real
time security monitoring with requisite controls at various
layers starting from end user machines to network, application
and the data.

During the year under review, your Company did not face any
incidents or breaches or loss of data breach in cyber security.

OTHER DISCLOSURES

a) The Company does not have any unpaid / unclaimed
amount which is required to be transferred, under the
provisions of the Act into the Investor Education and
Protection Fund ('IEPF') of the Government of India.

b) There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

c) There was no instance of onetime settlement with any
Bank or Financial Institution.

d) The Company has not issued any shares with differential
voting rights and sweat equity shares and hence, no
information as required under Section43(a)(ii) & Section
54(1)(d) of the Act read with applicable rules is required to
be disclosed.

HUMAN RESOURCE AND INDUSTRY RELATIONS

Your Company values its employees and believes that the
Company's success is a result of the team work of all of its
employees. The Human Resource Development team strives to
create a positive work environment that influences employees'
ability, motivation and creates opportunities for them to
perform. Our safe, secure and harassment free work environment
encourages high performance work culture with focus on
employee health safety, welfare, engagement, development,
diversity, productivity, cost and quality. Comprehensive policies
of the Company covers the entire spectrum of the life cycle of
an employee from recruitment to retention. We are committed
to hiring, nurturing and developing exceptionally talented
human resources. Company's unique culture and robust People
Practices and Policies, inspire and ensure that every employee
aspires to grow in the organization.

On the Industrial front, the Company continued to foster cordial
Industrial Relations with its workforce during the year. Going
forward, the Company will continue to focus on nurturing the
right talent to achieve the business goal.

APPRECIATION AND ACKNOWLEDGEMENTS

Your directors acknowledge with sincere gratitude for the trust
reposed by all Stakeholders including Customers, Investors,
Vendors, Bankers, Auditors, Consultants and Advisors and look
forward to their continued patronage. The Directors are also
grateful and pleased to place on record their appreciation for
the excellent support, guidance and cooperation extended by
the Government and State Government Bodies and Authorities
and Banks. The Board also expresses its appreciation of the
understanding and support extended by the shareholders
and the continuing commitment and dedication shown by the
employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ashok Kumar Sawhney Anuj Sawhney

Date: 06^th August, 2025 Chairman Managing Director

Place: New Delhi DIN : 00303519 DIN : 00471724