network ltd Directors report

SWISS MILITARY CONSUMER GOODS LIMITED

The Board of Directors is delighted to present the 34^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 31,2023.

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 Reguirements) Regulations, 2015 ("Listing Regulations"), this Boards 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 31,2023, are summarized as under:

			(Rs. in Lacs)
Particulars	Consolidated	Standalone
	31st March 23	31st March 23	31st March 22
Revenue from operations	12,999.94	12,220.81	5549.68
Other Income	87.97	82.65	20.26
Total Expenditure	12,301.73	11,650.67	5314.12
Profit / (Loss) before Tax & Exceptional Items	786.18	652.79	255.82
Exceptional Items	-	-	18.73
Profit / (Loss) after Tax & Exceptional Items	617.62	517.81	274.71
Other Comprehensive Income	-	-
Total Comprehensive Income for the period	617.62	517.81	274.71
Earnings Per Share - Face value of Rs.27- each	0.31	0.26	0.28

On standalone basis, Company has achieved a total revenue of Rs.3,736.37 lacs and profit before tax of Rs.183.61 lacs for 4^th Quarter of FY 2022-23 and a total revenue of Rs.12,220.81 lacs and profit before tax of Rs.652.79 lacs for the year ended as on 31 * March 2023.

On consolidated basis, the Company has achieved a total revenue of Rs.3,926.90 lacs and profit before tax of Rs.224.34 lacs for 4^th Quarter of FY 2022-23 and a total revenue of Rs.12,999.94 lacs and profit before tax of Rs.786.18 lacs for year ended as on 31^st March 2023.

The Company has recorded a turnover of Rs.12,220.81 Lacs during the financial year 2022-23 in comparison of turnover of Rs.5,549.68 Lacs during the preceding financial year 2021-22. The growth in the turnover was recorded as 120.21%.

During the financial year 2022-23 the company has earned a profit before tax of Rs.652.79 lacs in comparison ofprofit before tax earned during theprecedingfinancialyear2021-22 which was Rs.274.55 lacs and thereby showing a growth of nearly 137.77% on standalone basis.

We are pleased to report that we delivered sequential improvement in performance, demonstrating the resilience and agility of our business on yearly basis. Our strategy of premium quality at affordable prices with innovative and cutting-edge products continues to serve us well. New strategies and initiatives listed below being undertaken now by the Company shall now take us to never before heights in a short span of time.

We have been very conscious of having a sure footing in the market with regards to our product portfolio, market presence, advertising strategies and overall growth. Time has been taken deliberately to correctly assess the Indian market which is unique in several ways. The growth may be slow but is sure footed. Mastering market forces will now pave the way ahead for our future growth story as a rock-solid foundation has now been laid for us to begin our rapid expansion in the Indian sub-continent.

Our performance this year has been strong with a sharp focus on cash flow and profitability for long-term sustained growth. In the coming year, the Company will continue to prioritise growth areas, introduce several innovative products and marketing strategies that shall set us apart from the competition and optimise our resources while executing carefully laid out plans with precision. We a re now set for an exponential growth in the network of retail touch points as well as product offerings across the country. The company has already laid the foundation by building a noteworthy presence in channel sales with industry leading distributors and retailers & now focusing on key market penetration and expansion for the next level of growth.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuantto Regulation 34(2)(e)of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of this Annual 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.

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

The Board is pleased to recommend a dividend of T0.16/- per equity share of the Company of Rs.2/- each (8%) for the year ended March 31,2023.The Board recommended dividends based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the year.

The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held on 15^th day of September, 2023. The dividend once approved by the Shareholders will be paid within 30 days from the date of approval.

Book closure & Record date

In order to determine the eligibility of shareholders to receive the dividend for the fiscal year ending on March 31,2023, the record date i.e. Friday, 8^th September 2023 has been fixed. The Register of Members and Share Transfer Books of the Company will be closed from 09^th September, 2023 to 15^th September, 2023 (both days inclusive).

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

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 2022-23 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 modifkation(s) or re-enactment(s) for the time being in force) for the year ended on 31^st March, 2023. Therefore, no amount of principal or interest was outstanding, unpaid or unclaimed as on 31^st March, 2023.

RIGHTS ISSUE OF THE EQUITY SHARES OF THE COMPANY

During the financial year 2022-23, your Company came out with Issue of 9,82,96,996 fully paid up eguity shares of face value of Rs.2/-each (the "rights equity shares") for cash at a price of Rs.4.50/- per rights equity share (including a premium of Rs.2.50/- per rights equity share) up to Rs.50 crores on a Rights basis to the existing eligible equity shareholders in the ratio of 1 Rights equity share for every 1 fully paid-up equity share held by the eligible equity shareholders on the record date, that is on July 23, 2022 (the "issue"). The Rights Issue opened on August 10,2022 and closed on August 25,2022. On September 07,2022, the Board of Directors of the Company approved the allotment of 9,82,96,996 equity shares of face value of Rs.2/- 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 9,82,96,996 equity shares to 19,65,93,992 equity shares post allotment of the rights issue equity shares.Thus, your Company has raised funds of Rs.44.23 crores through said rights issue.

SHARE CAPITAL

a) Authorised Share Capital:

The Authorized share capital of your Company as on March 31, 2023 stood at Rs.58,50,00,000 (Rupees Fifty-Eight Crores Fifty Lacs Only) divided into 26,25,00,000 (Twenty-Six Crore Twenty-Five Lacs only) Equity Shares of TU- (Rupees Two only) each and 6,00,000 (Six Lacs only) Preference Shares of Rs.100/- (Rupees Hundred only) each.

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

As on September 07, 2022, company made an allotment of 9,82,96,996 Equity Shares of Rs.2 each/- aggregating to Rs.19,65,93,992/- on account of rights issue. Accordingly, as on March 31,2023, the issued, subscribed and paid-up share capitaI of the Company increased to Rs.39,31,87,984/- (Rupees Thirty-Nine Crore Thirty One Lacs Eighty Seven thousand Nine Hundred Eighty Four Only) divided into 19,65,93,992/ (Nineteen Crore Sixty Five Lacs Ninety Three Thousand Nine

Hundred Ninety Two Only) equity shares of Rs.2/- (Rupee Two Only) each.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

During the Financial Year 2022-23, company have acquired a subsidiary company i.e. AAA Shenyang Container Seal Pvt Ltd., pursuant to the resolution passed by the shareholders of the Company at their Annual General Meeting held on 04^th September, 2021. The company have acquired 100% shareholding of AAA Shenyang Container Seal Private Limited and established a wholly owned subsidiary of the Company for RFID Seal business.

Consolidated Financial Statements

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 Companys subsidiary in Form No. AOC-1,attached herewith asAnnexure- Vtothis report.

AAA Shenyang Container Seal Private Limited has been classified as the material subsidiary as it fulfils the criteria given under Regulation 16(1)(c) of the Listing Regulations. Pursuant Regulation 24Aof the Listing Regulations, the Secretarial Audit Report as prescribed in Section 204 of Companies Act, 2013 for the Material Subsidiary Company, AAA Shenyang Container Seal Pvt Ltd for financial year ended March 31,2023 is annexed as Annexure - 4"and forms an integral part of 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/.

Performance Highlights of Wholly Owned Subsidiary

AAA Shenyang Container Seal Private Limited, is the wholly owned subsidiary of the Company, it is primarily engaged in the business of RFID e-seals. Its total income for the year was Rs.784.45 lakhs and net profit after taxation was T99.83 lakhs.

In India RFIDe-seal used in transport from exporter hub to custom terminal with a preclearing customs procedure by integrated the logistics and Customs aspects as per government directives. Indian Custom implemented use of RFID E-Seal for self-sealing container by exporter and accordingly present market size is approx. 24,00,000 to 36,00,000 unit of RFID E-Seal yearly basis which will increase with the advent of new regulation for the ease of tracking of the container and its movement. Accordingly, Company had decided to acquire the profitable venture of RFID e seals.

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 2022-23 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 6 Directors. As on the date of the report, the Board comprises, 3 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 Companys 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 atthe link- httpsY/swissmilitaryshop. com/investor-relations/

b) Appointment/re-appointment of Directors made during FY 2022-23

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2022-23 and such appointment/ re-appointment were also approved by the Members at the 33^rd Annual General Meeting held on December 15, 2022 ("33^rd AGM"):

Mr. Anuj Sawhney (DIN: 00471724), who was appointed by the Board as Managing Director with effect from November 12, 2022. The Members also approved the appointment of Mr. Anuj Sawhney as Managing Director of the Company for a term of five years commencing from November 12,2022 to November 11,2027 at their 33^rd Annual General Meeting held on 15^th December, 2022.

Mr. Surendra Kumar Bhagat (DIN: 09365562), who was appointed by the Board as an Additional Director under the category of Non-Executive, Independent Director. The Members approved the appointment of Mr. Surendra Kumar Bhagat as an Independent Director of the Company at their 33^rd Annual General Meeting held on 15^th December, 2022, for a term of five years up to the conclusion of 38^th Annual General Meeting to be held in the year 2027.

Mr. Rajesh Tuteja (DIN: 08952755) who was appointed by the Board as an Additional Director under the category of Non-Executive, Independent Director. The Members also approved the appointment of Mr. Rajesh Tuteja as an Independent Director of the Company for a term of five years up to the conclusion of 38^th Annual General Meeting to be held in the year 2027.

The Board affirms that Mr. Surendra Kumar Bhagat and Mr. Rajesh Tuteja meet the criteria of independence as provided in Section 149(6) of the Act, including rules framed thereunder, as well as Regulation 16(1 )(b) of the Listing Regulations.

c) Appointment / Re-appointment of Directors at ensuing annual General Meeting

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 ACM 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 15^th September, 2023.

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.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of directors in its meeting held on August 10, 2023, recommended the appointment of Mr. Inder Dutt (DIN: 10277617) in the

category of Non- Executive Independent Director as per Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, who has attained the age of seventy five (75) years, for shareholdersapproval at ensuing Annual General Meeting.

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

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 Companys 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 2022- 23, 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 5 (five) meetings during FY 2022-23, 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 there under 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 2022-23. 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, 2023:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration 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 Companys 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

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 Employees 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 - 2to 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 - 2to 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 companys website at the web link https://swissmilitaryshop. com/investor-relations/.

All related party transactions that were entered into during the FY 2022-23 were on arms 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 arms lengths basis, Form AOC-2is not applicable to the company. Further, disclosures as per Ind-AS 24 have been made in note 26 of the financial statements for the year ended March 31,2023.

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 2022-23 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 2022-23 is attached herewith as Annexure-3. therere no qualifications, observations or adverse remarks, or disclaimers in the said report.

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 2023-24.

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 Boards 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 31,2023 will be available on the website of the Company at the link https/Awissmilitatvshop. com/invcstor relation/

INTERNAL CONTROL SYSTEMS AND ADEQUACY

Sound internal control systems are a prerequisite for building and enhancing shareholder value in the long run. The Company has a sound system of internal controls commensurate with the size of the Company and the nature of its business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized and recorded correctly and adequately. The Companys internal controls are supplemented by internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial information.

The Audit Committee of the Board of Directors actively reviews the adeguacy and effectiveness of internal control systems and suggests improvement for strengthening them. The Company continues to strengthen its internal control capabilities by improving its policies and procedures.

The Managing Director and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company.The Audit Committee reviews the effectiveness of the Internal Financial Control framework in the Company.

VIGIL MACHANISM / WHISTLE BLOWER POLICY

Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/Whistle Blower Policy for Directors and the employees of the Company.

This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee

in exceptional cases.

The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has not received any complaint during the year. Your Company hereby affirms that no person of the Company has been denied access to the Audit Committee.

The Policy is available on the website of the Company at the link

httDsWswissmilitaryshoD.com/investor-relations/

RISK MANAGEMENT

RiskManagementisan 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 Sexua Flarassment 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

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report, which forms part of Annual 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 - 5to this Report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS

No significant 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 Companys 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 2023-24 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.

OTHER DISCLOSURES

a) The Company does not have any unpaid/unclaimed amount which is reguired 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 Companys 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. We are committed to hiring, nurturing and developing exceptionally talented human resources. Companys unique culture and robust People Practices and Policies, inspire and ensure that every employee aspires to grow in the organization.

There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
Date: August 10, 2023	Ashok Kumar Sawhney	Anuj Sawhney
Place: New Delhi	Chairman	Managing Director