Swiss Military Consumer Goods Ltd Directors Report

Directors Report

To The Members Of

Swiss Military Consumer Goods Limited

The Board of Directors is delighted to present the 37^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, 2026.

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 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, 2026, are summarized as under:

				(Rs.in Lakhs)
	Consolidated		Standalone
PARTICULARS	31st March 26	31st March 25	31st March 26	31s* March 25
Revenue from operations	25,977.57	21,833.91	25,1 34.49	21,266.90
Other Income	205.40	186.97	156.79	221.64
Total Expenditure	25,119.84	20,817.43	24,218.74	20,259.58
Profit /(Loss) before Tax & Exceptional Items	1,063.13	1,203.45	1,072.54	1,228.96
Exceptional Items	(31.68)	(23.77)	(31.68)	(23.77)
Profit/(Loss) after Tax & Exceptional Items	755.96	877.07	772.15	919.06
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income for the period	755.96	877.07	772.15	919.06
Earnings Per Share - Face value of Rs. 21- each	0.32	0.40	0.33	0.42

Consolidated Basis for FY 2025-2026:

For the financial year 2025-26, the Company has delivered a strong performance on a consolidated basis.The total revenue stood at Rs.259.78 crores, representing a robust growth of 18.98% over the previous financial year. The Profit After Tax (PAT) for the year was Rs.7.56 crores, reflecting a year-on-year decrease of 13.80%.

Standalone Basis for FY 2025-2026:

On a standalone basis, the Company reported a total revenue of Rs.251.34 crores for the financial year 2025-26, reflecting a commendable growth of 18.18% over the previous year. The Profit After Tax (PAT) stood at Rs.7.72 crores, marking a decrease of 15.98% as compared to the financial year 2024-25.

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 Companys 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 Companys 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, 2026, 31 March, 2025 and 31 March, 2024 the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

DIVIDEND

Declaration and payment of dividend

In line with the Dividend Distribution Policy of the Company, the Board of Directors in its meeting held on May 22, 2026 has recommended a final dividend @5% equivalent to Rs.0.10/- (Rupees Ten Paisa only) per equity share of Rs.2/- (Rupee Two Only) each for the Financial Year 2025-26 payable to those members whose names appear in the Register of members/list of beneficiaries as on September 18, 2026 i.e. the Record Date. The payment of final dividend is subject to the approval of members in the Companys ensuing Annual General Meeting ("AGM").

Pursuant to the Finance Act, 2020 read with The Income Tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020.

Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates of various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereto.

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://investors.swissmilitaryindia.com/wp-content/ uploads/2023/05/Dividend-Distribution-Policy.pdf

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 2025-26 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 31⁵¹ March, 2026. Therefore, no amount of principal or interest was outstanding, unpaid or unclaimed as on 31⁵¹ March, 2026.

SHARE CAPITAL

a) Authorised Share Capital:

The Authorized share capital of your Company as on March 31, 2026 stood at Rs.58,50,00,000 (Rupees Fifty-Eight Crores Fifty Lakhs Only) divided into 26,25,00,000 (Twenty-Six Crore Twenty-Five Lakhs only) Equity Shares of Rs.2/- (Rupees Two only) each and 6,00,000 (Six Lakhs only) Preference Shares of Rs.100/- (Rupees Flundred only) each.

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

As on March 31, 2026, the issued, subscribed and paid-up share capital of the Company Rs.47,22,76,580/- (Rupees Forty-Seven Crore Twenty-Two Lakhs Seventy- Six Thousand Five Hundred Eighty Only) divided into 23,61,38,290/- (Twenty-Three Crore Sixty-One Lakhs Thirty-Eight Thousand Two Hundred Ninety Only) equity shares of Rs.2/- (RupeeTwo Only) each.

EMPLOYEES STOCK OPTION PLAN

Presently, your Company has one Employee Stock Option Plan 2023 ("Swiss Military Consumer Goods Ltd.- Employee Stock Option Plan 20237"ESOP Plan"). 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 Companys ESOP Plan.

During the Financial year 2025-26, The Company had allotted 2,25,500 (Two Lakh Twenty-Five Thousand Five Hundred Only) equity shares of Rs.2/- each (allotted as on 13^th February, 2026) at a price of Rs.12.50/- each (including a premium of Rs.10.50/- per equity share) upon exercise of options by the eligible employees and 1,62,000 (One Lakh Sixty Two Thousand) options were cancelled due to resignation/retirement as per Companys ESOP Plan.

A certificate from M/s. AM & Associates, Company Secretaries, Secretarial Auditor of the Company, with respect to the implementation of the Companys ESOP Plan would be made available to the members at the ensuing AGM. A copy of the same shall also be available for inspection at the registered office of the Company during business hours.

ESOP Plan of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The details as per the requirements of ESOP Regulations are annexed as Annexure-1 which forms part of this Report.

CHANGES IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial year under review.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

As on 31 March, 2026, 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 Companys subsidiaries in Form No. AOC-1, attached herewith asAnnexure -2to 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://swissmilitaryindia.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 2025-26 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 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 at the link-https://investors. swissmilitaryindia.com/wp-content/uploads/2022/04/ Nomination-and-Remuneration-Policy.pdf

b) Retirement by rotation

In terms of the provisions of the Companies Act, 2013, Mrs. Ashita Sawhney (DIN: 08612232) 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 Mrs. Ashita Sawhney forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on 25th September 2026.

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

c) Re-appointment of Independent Director

i) The members of the Company in their 36th AGM held on September 26, 2025 through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") have approved the re-appointment of Mr. Chirag Gupta (DIN: 09040722) as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years with effect from January 22, 2026 up to January 21, 2031 (both days inclusive) and that he shall not be liable to retire by rotation.

ii) The shareholders of the Company had appointed Mr. Surendra Kumar Bhagat (DIN: 09365562) as an Independent Director to hold office for a term of five consecutive years up to 22nd October 2026. Based on the outcome of performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14th August 2026, have approved the re-appointment of Mr. Surendra Kumar Bhagat as an Independent Director for a second term of five consecutive years up to 22nd October 2031, in accordance with Sections 149,152 read with Schedule IV and other applicable provisions, if any, of the Act and the Listing Regulations, subject to the approval of the shareholders of the Company atthe ensuing AGM.

In the opinion of the Nomination & Remuneration Committee and Board of Directors of the Company, considering Mr. Surendra Kumar Bhagats preparedness, participation, experience, contribution to the Board and Committee deliberations and the skill and expertise he brings to the Board, the re-appointment of Mr. Surendra Kumar Bhagat would be in the interest of the Company and its shareholders. The Company has received from Mr. Surendra Kumar Bhagat the requisite declarations and confirmations under the provisions of the Act and the SEBI Regulations, including confirmation with respect to his eligibility and independence, forthe purpose of his reappointment as an Independent Director of the Company.

iii) The shareholders of the Company had appointed Mr. Rajesh Tuteja (DIN: 08952755) as an Independent Director to hold office for a term of five consecutive years up to 22nd October 2026. Based on the outcome of performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14th August 2026, have approved the re-appointment of Mr. Rajesh Tuteja as an Independent Director for a second term of five consecutive years up to 22nd October 2031, in accordance with Sections 149,152 read with Schedule IV and other applicable provisions, if any, of the Act and the Listing Regulations, subject to the approval of the shareholders of the Company at the ensuing AGM.

In the opinion of the Nomination & Remuneration Committee and Board of Directors of the Company, considering Mr. Rajesh Tutejas preparedness, participation, experience, contribution to the Board and Committee deliberations and the skill and expertise he brings to the Board, the re-appointment of Mr. Rajesh Tuteja would be in the interest of the Company and its shareholders. The Company has received from Mr. Rajesh Tuteja the requisite declarations and confirmations under the provisions of the Act and the SEBI Regulations, including confirmation with respect to his eligibility and independence, for the purpose of his re-appointment as an Independent Director of the Company.

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 16of 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 2025-26, 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 2025-26, 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 2025-26. 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 31st March, 2026:

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 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://investors. swissmilitaryindia.com/wpcontent/uploads/2026/05/ DETAILS_OF_FAMILIARISATION_PROGRAMME_FOR_ INDEPENDENT_DIRECTORS_2025-26.pdf

k) Key Managerial Personnel

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

Name	Designation
Mr. Anuj Sawhney	Managing Director
Mr.Vijay Kalra	Chief Financial Officer
Mr. Vikas Jain	Company Secretary

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuantto 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 - 3to 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 - 3to this report.

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 33rd Annual General Meeting held on December 15, 2022, re-appointed B.KSood & 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 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting to be held in the year 2027.

The Statutory Auditors Report for FY 2025-26 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

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations, M/s AM & Associates, Company Secretaries, (bearing COP No. 7825) was appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, commencing from April 1,2025, and to hold office from the conclusion of 36th Annual General Meeting held on September 26, 2025, till the conclusion of the 41st Annual General Meeting of the Company.

The Secretarial Auditor has confirmed that she has subjected herself to the peer review process of Institute of Company Secretaries of India (ICSI) and holds valid certificate issued by the Peer Review Board of the ICSI.

The Report of the Secretarial Auditor for FY 2025-26 is attached herewith as Annexure-4.

There are no qualifications or observations, or adverse remark made by the Secretarial Auditor in her Report. The contents of the Secretarial Audit Report are self- explanatory and do not call for any further comments by the Board.

M/s AM & Associates, Company Secretaries, has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

Further, pursuant to the Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-2026 has been submitted to the stock exchanges within 60 days of the end of the financial year and is available on the website of the Company at https://investors.swissmilitaryindia.com/wpcontent/ uploads/2026/05/Annual_Secretarial_Compliance_ Report_2025-26.pdf

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 2025-26.

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.

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://investors.swissmilitaryindia.com/wp-content/ uploads/2025/05/Policy-of-Materality-of-related-Party- Transactions.pdf

All related party transactions that were entered into during the FY 2025-26 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-2 is not applicable to the company. Further, disclosures as per Ind-AS 24 have been made in note 29 of the financial statements for the year ended March 31,2026.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has firm belief and commitment towards the collective development of all the stakeholders, especially, people at bottom of the pyramid and consider it as a prerequisite for the sustainability of the business. Thus, CSR is not just compliance for your Company, but is an opportunity to contribute towards nation building through well-defined professional approach.

During the year, your Company has continued its work on its CSR projects undertaken in FY 25-26; the details of CSR activities are given in Annexure-5 to this report.

The CSR policy of the Company is hosted on the website at https://investors.swissmilitaryindia.com/wp-content/ uploads/2023/05/Corporate-Socia l-Responsibility-Policy.pdf.

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, 2026 will be available on the website of the Company at the link https:// swissmilitaryindia.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 Companys 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 https://investors.

swissmilitaryindia.com/wpcontent/uploads/2023/02/VigiL

Mechanism_Whistle_Blower_Policy.pdf

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 Governanceas 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 asAnnexure-6tothis 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 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 2026-27 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"), and notified by the Ministry of Corporate Affairs, i.e.. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating toMeetings of the Board of Directors and General Meetings, respectively, have been duly complied with by the Company.

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 Companys 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 underthe 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 freework 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. Companys 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: August 14,2026	Chairman & Director	Managing Director
Place: New Delhi	DIN :00303519	DIN: 00471724