Swiss Military Consumer Goods Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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:

PARTICULARS	Consolidated		Standalone
	31st March 25	31st March 24	31st March 25	31st March 24
Revenue from operations	21,833.91	19,791.54	21,266.90	18122.99
Other Income	186.97	164.88	221.64	239.83
Total Expenditure	20,817.43	17,834.45	20,259.58	17,286.50
Profit / (Loss) before Tax & Exceptional Items	1,203.45	1,121.97	1,228.96	1076.32
Exceptional Items	(23.77)	-	(23.77)	-
Profit / (Loss) after Tax & Exceptional Items	877.07	834.85	919.06	821.78
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income for the period	877.07	834.85	919.06	821.78
Earnings Per Share - Face value of C2/- each	0.40	0.42	0.42	0.42

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:

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

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

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Mar 31, 2024

SWISS MILITARY CONSUMER GOODS LIMITED

The Board of Directors is delighted to present the 35^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 31,2024.

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 31,2024, are summarized as under:

(C in Lacs)
	Consolidated		Standalone
PARTICULARS	31st March 24	31st March 23	31st March 24 31st	March 23
Revenue from operations	19176.43	12999.94	18122.99	12220.81
Other Income	163.90	87.97	238.38	82.65
Total Expenditure	18218.36	12,301.73	17285.05	11,650.67
Profit / (Loss) before Tax & Exceptional Items	1121.97	786.19	1076.32	652.80
Exceptional Items	-	-	-	-
Profit / (Loss) after Tax & Exceptional Items	834.85	617.62	821.78	517.82
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income for the period	834.85	617.62	821.78	517.82
Earnings Per Share - Face value of C2/- each	0.42	0.31	0.42	0.26

Consolidated Basis for FY 2023-2024:

The Company has recorded a 44.55% growth in turnover and 42.71% growth in earnings during the Year ended FY 2023-24 in comparison of turnover and earnings during the corresponding Year ended 2022-23 on Consolidated basis.

Standalone Basis for FY 2023-2024:

The Company has recorded a 48.30% growth in turnover and 64.88% growth in earnings during the Year ended FY 2023-24 in comparison of turnover and earnings during the corresponding Year ended 2022-23 on Standalone basis.

The Company have achieved another strong financial year, thanks to robust turnover growth and significant strategic initiatives. Company has been hyper focused on maintaining its brand legacy while being deeply committed to fostering innovation and championing sustainability. With an unwavering attention to customer satisfaction, streamlined operations & product development, Company believes that it can provide excellent value to customers at reasonable prices while optimising returns to its shareholders.

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, 2022, 31 March, 2023 and 31 March, 2024 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

The Board is pleased to recommend a dividend of C0.10/- per equity share of the Company of C2/- each (5%) for the year ended March 31,2024. 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 Earning Per Share (EPS) of the company for the FY 2023-2024 is C0.42 per equity share. In order to expend the business operations of the company the management have decided to plough back the profits of the company and accordingly recommended the dividend of C0.10/- per equity share.

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 27^th day of September, 2024. 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 31,2024, the record date i.e. Friday, 20^th September 2024 has been fixed. The Register of Members and Share Transfer Books of the Company will be closed from 20^th September, 2024 to 27^th September, 2024 (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 2023-24 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, 2024. Therefore, no amount of principal or interest was outstanding, unpaid or unclaimed as on 31^st March, 2024.

RIGHTS ISSUE OF THE EQUITY SHARES OF THE COMPANY

The Board of Directors of your Company at its meeting held on February 13, 2024, inter-alia considered and approved the raising of funds by way of Rights Issue for an amount up to C50 crores. Your Company evaluated various options and was of the view that rights issue was an equitable mode of fund raising as it gives its shareholders an equal opportunity to participate in the growth of the Company.

The objects of the Issue are:

1. To meet the incremental working capital requirement of the Company;

2. To invest/infuse funds in our newly incorporated wholly owned subsidiary namely SM Travel Gear Private Limited, for acquisition of plant & machinery for a new manufacturing facility dedicated to producing high-quality luggage & travel gear and also to meet the working capital requirements of the new plant;

3. Adjustment of unsecured loans against the entitlement of Promoter;

4. General Corporate Purposes.

Accordingly, your Company coming 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 C50 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 shall open on August 23, 2024 and shall close on September 06, 2024

SHARE CAPITAL

a) Authorised Share Capital:

The Authorized share capital of your Company as on March 31,2024 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 31,2024, the issued, subscribed and paid-up share capital of the Company increased to C39,31,87,984/-(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 C2/- (Rupee Two Only) each.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

During the Financial Year 2023-24, company have incorporated a wholly owned subsidiary company i.e. SM Travel Gear Pvt Ltd under Companies Act, 2013, for setting up manufacturing facility of Luggage and Travel Gear.

The Company have Two Wholly Owned Subsidiaries as on 31 March, 2024. The Annual Accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The Annual Accounts of the Subsidiary Companies are also available on the website of the Company at https://swissmilitaryshop.com/ investor-relations/.

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 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 2023-24 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) Appointment/re-appointment of Directors made

during FY 2023-24

The Board of Directors on recommendation of the Nomination and Remuneration Committee had

recommended the appointment of Mr. Inder Dutt as Non - Executive Independent Director and which has been approved by the shareholders of the Company at the 34^th Annual General Meeting held on 15^th September, 2023. for a first term of five consecutive years.

c) Appointment / Re-appointment of Directors at

ensuing annual General Meeting

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 27^th September, 2024.

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.

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 2023- 24, 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 2023-24, 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 2023-24. 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, 2024:

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

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 2023-24 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 26 of the financial statements for the year ended March 31,2024.

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 C12 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 2023-24 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 2023-24 is attached herewith as Annexure-3. There are 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 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, 2024 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 2024-25 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

During the year under review, the Company had sought approval of the Members at 34^th AGM Notice dated August 10, 2023 for the adoption and implementation of ''Swiss Military Consumer Goods Limited - Employee Stock Option Plan 2023'' (hereinafter referred to as ''ESOP 2023''/''the Plan'') to the eligible employees of company [other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company] in one or more tranches, not exceeding 40,00,000 (Forty Lakh). The Members, vide special resolution passed at 34^th Annual General Meeting of the company on September 15, 2023, approved the adoption and implementation of ESOP 2023. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The initiative is being introduced to link the employee''s performance in the Company along with other initiatives which would contribute to improve the performance of the Company. The Company views the plan as a long-term incentive tool that would assist in aligning employees'' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The eligible employees were granted options of ESOPs as on 22^nd May 2024, 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.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The highlights of Financial Results for the Financial Year ended 31st March, 2015 in comparison to the Financial Year ended 31st March, 2014 are as follows:

(Rs in Lacs) PARTICULARS

31st March 15 31st March l4

Revenue from Operations 1096.05 173.76

Total Income 1099.20 177.33

Total Expenditure 1132.34 188.88

Profit/(Loss) before depreciation (33.14) (11.55)

Depreciation 1.87 86.63

Profit / (Loss) before Tax (35.01) (98.18)

ECONOMIC SCENARIO

India's economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs 129.57 trillion (US$2.01 trillion) for the year 2014 compared to Rs 118.23 trillion (US$ 1.84 trillion) in 2013.The steps taken by the government in recent times have shown positive results as India's gross domestic product (GDP) at factor cost at constant (2011-12) prices 2014-15 is Rs 106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$ 1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent. The economic activities which witnessed significant growth were 'financing, insurance, real estate and business services' at 11.5 per cent and 'trade, hotels, transport, communication services' at 10.7 per cent. Stating that its great time to invest in India, Minister of State for Finance Mr Jayant Sinha said the Indian economy has potential to become aUS$4-5 trillion economy in the next 10-12 years.

The finance Minister presented the Budget, which addresses some pending concerns, such as (i) laying out a transformative tax regime in terms of GST, GAAR, phased reduction in corporate taxes, abolition of wealth tax (ii) higher public investment to kick start growth (iii) direct benefit transfers/ Jan Dhan to streamline/ plug leakages in subsidies delivery and (iv) institutionalization of inflation targeting monetary policy framework. However, it has extended the fiscal consolidation roadmap with fiscal deficit target of 3.9% in F.Y. 2016; 3.5% in F.Y 2017 and 3% in F.Y. 2018. Overall, the budget is a fine balancing act between fiscal consolidation and creating enabling conditions for growth and job creation.

Your company is seeking great opportunities in its business segment considering the expected economic developments & growths initiatives taken by the government.

OPERATIONAL REVIEW, OPPORTUNITIES AND THREATS

During the financial year under review, the company incurred loss aftertax Rs. 35.01 Lacs against loss of 98.18 Lacs in the previous year. The management of your company expects further improvement in the current year with the stabilization in the business sentiments. The Company thrust is on trading and investment in commodities, forex and derivative products. This will be supplemented through more research and qualitative techniques for decision making. The company is continuing with task to build businesses with long term goals through intrinsic strength in corporate and investment research. To accelerate farther value creation, your company continues to work on new fields through collaboration, association and strategic investments.

DIVIDEND

In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31st March, 2015.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as in 31st March 2015 was Rs. 491,484,980. There has been no change in the Equity Share Capital of the Company during the Year.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 during the year under review.

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. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Sawhney and Mr. Avinash Chandra Sharma, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointments at the ensuing Annual General Meeting of the Company.

During the year, Mr. Ashok Kumar and Mr. Vikas Jain have been appointed as Chief Financial Officer and DGM- Corporate Affairs and Company Secretary, respectively with effect from 19/07/2014.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 5 (Five) times in the FY2014-15. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134 (5) OF THE COMPANY ACT, 2013

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

b. that the Directors have selected such accounting policies and applied them 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 as at March 31, 2015 and of Profit and Loss Account of the Company for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31,2015 on a going concern basis;

e. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION

In terms of the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors were carried out by Independent Directors.

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.

COMMITTES OF BOARD

Currently, the Board has three committees: the audit committee, stakeholders' grievance committee and nomination and remuneration committee. The details of the committee's along with the meetings held during the year are covered in corporate governance report.

AUDITORS & AUDITORS OBSERVATIONS

Statutory Auditors

The Shareholders of the Company at the Annual General Meeting held on September 24, 2014 have appointed M/s. S.Kapoor & Associates, Chartered Accountants as Statutory Auditors of the Company. The term of M/s. S.Kapoor & Associates, Chartered Accountants, Statutory Auditors will expire on the date of 26th Annual General Meeting to be held on September 28,2015.

It is proposed to re-appoint them as Statutory Auditors of the Company till the conclusion of next Annual General Meeting of the Company. The members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.M/s. S.Kapoor & Associates, Chartered Accountants (Firm Regn. No.003528M) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Auditors report to the shareholders are self-explanatory and does not contain any qualification, reservation or adverse remarks. The report given by the statutory auditor's forms part of the Annual report.

Secretarial Auditor

Anchal Mittal of AM & Associates., Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit report for FY. 2014- 15 in form MR-3 part of the Annual Report as Annexure 1 of the Board's Report. The report does not contain any qualification.

EXTRACTS OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to this Report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING OF COMPANY'S SHARES ON STOCK EXCHANGES

The Company's shares are listed on "The Bombay Stock Exchange Limited". The listing fee up to the year 2015-2016 has already been paid to the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company is not involved in any manufacturing or processing activities and did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard in accordance with provisions ofthe Section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not required.

There are no foreign exchange earnings or outgo during the current financial period.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

RELATED PARTY TRANSACTIONS

During the year ended March 31, 2015, there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties has been disclosed in the financial statements ofthe Company.

In terms of Clause 49 of the listing agreement, the Board of Directors of the Company have adopted a policy to determine Related Party Transactions.

VIGIL MACHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson ofthe audit committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management framework for identification therein of elements of risk, which in the opinion of the Board may threaten the existence ofthe Company.

CODE OF CONDUCT

The Company has a well defined policy, which lays down procedures to be followed by the employees for ethical professional conduct. The code of conduct has been laid down for all the Board Members and Senior Management of the Company. The Board members and Senior Management personnel have affirmed compliance with the Company's code of conduct for the year 2014-15. This code has been displayed on the Company's website.

HUMAN RESOURCE AND INDUSTRY RELATIONS

The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to value aimed at enhancing an organization's brand and reputation. This is ensured by ethical business decisions and conduction business with a firm commitment to value, while meeting stakeholders' expectations. At Network, it is imperative that our company's affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

In terms of the listing agreement with Stock Exchange, we comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. Several aspects of the Act, such as vigil mechanism and code of conduct, have been incorporated into our policies.

The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/- Sd/- ASHOK SAWHNEY AMAN SAWHNEY Chairman Manager/Director

Place: New Delhi Date : 13thAugust 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The highlights of Financial Results for the Financial Year ended 31st March, 2014 in comparison to the Financial Year ended 31st March, 2013 are as follows:

(Rs in Lacs)

PARTICULARS

31st March 14 31st March 13

Revenue from Operations 173.76 420.85

Total Income 17733 42258

Total Expenditure 188.88 445.72

Profit/(Loss) before depreciation (11.55) (23.13)

Depreciation 86.63 86.91

Profit/(Loss) before Tax (98.18) (110.04)

ECONOMIC SCENARIO

The global economic scenario in 2013 remained challenging with output growth estimated at 3.0% - lower than the 3.2% growth recorded in 2012. Global economic activity picked up in the second half of the year, with much of the impetus coming from the Advanced Economies, raising hopes for an improved performance in 2014. The US economy grew by 1.9% in 2013, with the continued recovery of private domestic demand partly offset by the impact of heavy fiscal consolidation, which is estimated to have subtracted around 150 basis points from GDP growth. While the Euro Area contracted by 0.5% during 2013 as compared to 0.7% in the previous year, the region finally emerged from recession with output growth being positive from the middle of 2013 on the back of less fiscal drag and some buoyancy in private domestic demand. Global growth is expected to improve in 2014-15 following the late recovery observed in 2013. As per IMF estimates, world GDP growth is projected to strengthen from 3.0% in 2013 to 3.6% in 2014 and 3.9% in 2015, largely driven by the Advanced Economies, where growth is expected to increase from 1.3% in 2013 to 2.2% in 2014 and 2.3% in 2015. Despite the improved prospects as stated above, global economic recovery remains fragile with significant downside risks.

Closer home, the Indian economy witnessed a rather challenging year with GDP growth slowing down to sub-5% for the second year in succession. The slowdown in the pace of growth is largely attributable to weakness in Industry which grew by only 0.7% during the year as per Advance Estimates released by the Ministry of Statistics and Programme Implementation. The Manufacturing sector, which accounts for 55% of Industry, de-grew by 0.2%. Growth in the Services sector stood at 6.9%, well below the trend growth levels. The only bright spot in an otherwise lacklustre economy was theAgriculture sector which grew by 4.6%, with record agricultural output. Inflation remained high and sticky for most part of the year leading to the RBI hiking the Repo rate by 75 basis points since May ''13. While headline inflation has moderated in recent months, Core CPI inflation remains elevated at around 8% leaving little room for the RBI to ease policy rates to spur growth. While India remains one of the fastest growing major economies in the world, the slowdown in economic growth in the last 2 years is a cause of concern, being far below the desired levels and the country''s potential. Given the low levels of per capita income and the fact that a significant proportion of our population lives in poverty, it is imperative that the economy reverts to its 8% to 9% growth trajectory sooner than later. Your Company''s business performance was adversely affected by weak market sentiment resulting in losses.

OPERATIONAL REVIEW. OPPORTUNITIES AND THREATS

During the financial year under review, the company incurred loss after tax Rs.98.18 Lacs against loss of 110.04 Lacs in the previous year. The management of your company expects improvement in the current year with the stabilization in the business sentiments. The Company thrust is on trading and investment in commodities, forex and derivative products. This will be supplemented through more research and qualitative techniques for decision making. The company is continuing with task to build businesses with long term goals through intrinsic strength in corporate and investment research. To accelerate further value creation, your company continues to work on new fields through collaboration, association and strategic investments. Outlook for the Company is linked to financial & commodities market with local & global sentiments. The Board of the company believes that Company''s Investments in Commodities, forex and derivative products would reasonably perform in ensuing years. The Company is exploring opportunities in the sphere of forex, commodities and derivative products for long term value creation, by way of collaboration, association and strategic investments. The performance of the company would be closely linked to the Indian Financial Market, commodities market & global currency fluctuations and consequently to the risks associated with market operations. The performance of Indian financial & commodities market are in correlation with the economic growth of the country as well as global economy, performance of various sectors, inflation, global market, etc. Instability of any of the factors may affect the markets adversely. The financial market also covers hedging to protect against excessive losses and to avoid the uncertainty associated with future exchange rate movements more particularly associated with the sharp depreciation of the local currency which has been the case in the recent past.

DIVIDEND

In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31st March,2014.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 during the year under review.

AUDIT COMMITTEE

The Audit Committee presently comprises of the following Directors as its members:

1. Mr. Vijay Kalra

2. Mr. G S Goyal

3. Mr. Ashok Sawhney

4. Mr.Aman Sawhney

The Audit Committee met four times during the year.

LISTING OF COMPANY''S SHARES ON STOCK EXCHANGES

The Company''s shares are listed on "The Bombay Stock Exchange Limited". The listing fee up to the year 2014-2015 has already been paid to the Stock Exchanges.

AUDITORS & AUDITORS OBSERVATIONS

The auditors of the Company M/s. S. Kapoor & Associates, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends the re-appointment of the Auditors.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

An adequate system of internal control is in place which mandates maintaining proper accounting records and assures reliability of financial information.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company.

Mr. Pankaj Shrimali (DIN: 00013142) and Mr. Aman Sawhney (DlN - 00323283), Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered them for re-appointment. Your Board also recommends for re-appointment of Mr. Pankaj Shrimali and Mr. Aman Sawhney as Director of the Company.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013, Mr. Vijay Kalra (DIN: 01062644) & Mr. Gauri Shanker Goyal (DIN: 00601765) whose period of office is liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, signifying his intention to propose Mr. Vijay Kalra (DIN: 01062644) & Mr. Gauri Shanker Goyal (DIN: 00601765) as a candidate for the office of Director of the Company, proposed to be appointed as an Independent Director of the Company to hold office for 5 consecutive years upto March 31, 2019, not liable to retire by rotation."

During the year pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV to the Companies Act, 2013, Mr. Umong Sethi (DIN: 05330983) & Mrs Neena Sethi (DIN: 06936951) who was appointed as an Additional Director of the Company by the Board of Directors w.e.f.August 6,2014 and who holds office until the date of ensuing Annual General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, signifying his intention to propose Mr. Umong Sethi (DIN: 05330983) & Mrs Neena Sethi (DIN: 06936951) as a candidates for the office of Director of the Company, proposed to be appointed as an Independent Director of the Company to hold office for 5 consecutive years upto March 31, 2019, not liable to retire by rotation."

Brief resume of Mr. Pankaj Shrimali (DIN: 00013142), Mr. Aman Sawhney (DIN - 00323283), Mr. Vijay Kalra (DIN: 01062644), Mr. Gauri Shanker Goyal (DIN: 00601765), Mr. Umong Sethi (DIN: 05330983) & Mrs Neena Sethi (DIN: 06936951), nature of their expertise in specific functional areas and name of companies in which they holds the directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with Stock Exchange, appear in the Notice of Annual General Meeting, which forms part of this Annual Report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company. DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors hereby declares and confirms:

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

b) That the Directors had selected such accounting policies and applied them 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/ loss of the Company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required.

As the Company is not involved in any manufacturing or processing activities, the particulars as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

There are no foreign exchange earnings or outgo during the current financial period.

HUMAN RESOURCE AND INDUSTRY RELATIONS The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

In terms of the listing agreement with Stock Exchange, the company is required to comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/- Sd/- ASHOK SAWHNEY AMANSAWHNEY Chairman Manager/Director

Place: New Delhi Date : 6,hAugust2014

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Mar 31, 2013

TO THE MEMBERS OF NETWORK LIMITED

The Directors have pleasure in presenting their 24th Annual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The highlights of Financial Results for the Financial Year ended 31st March, 2013 in comparison to the Financial Year ended 31st March, 2012 are as follows:

(Rs in Lacs)

PARTICULARS 31st March 13 31st March 12

Revenue from Operations 420.85 403.10

Total Income 422.58 407.38

Total Expenditure 445.72 442.48

Profit/(Loss) before depreciation (23.13) (35.10)

Depreciation 86.91 86.66

Profit / ( Loss ) before Tax (110.04) (123.27)

Provision for taxation

Profit / (Loss ) after Tax (110.04) (123.27)

Add:- Profit/(Loss) brought forward (475.86) (354.09)

Prior Period Adjustment (3.33) 1.51

Profit/(Loss) carried forward to Balance Sheet (589.23) (475.85)

ECONOMIC SCENARIO

According to the latest estimate, Indian economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and service sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the economy is estimated to grow by around 6% in FY 2014 with lower inflation. Your Company''s business performance was adversely affected by weak market sentiment resulting in losses.

OPERATIONAL REVIEW, OPPORTUNITIES AND THREATS

During the financial year under review, the company incurred loss after tax Rs.110.04 Lacs against loss of 123.27 Lacs in the previous year. The management of your company expects improvement in the current year with the stabilization in the business sentiments. The Company thrust is on trading and investment in commodities, forex and derivative products. This will be supplemented through more research and qualitative techniques for decision making. The company is continuing with task to build businesses with long term goals through intrinsic strength in corporate and investment research. To accelerate further value creation, your company continues to work on new fields through collaboration, association and strategic investments. Outlook for the Company is linked to financial & commodities market with

local & global sentiments. The Board of the company believes that Company''s Investments in Commodities, forex and derivative products would reasonably perform in ensuing years. The Company is exploring opportunities in the sphere of forex, commodities and derivative products for long term value creation, by way of collaboration, association and strategic investments. The performance of the company would be closely linked to the Indian Financial Market, commodities market & global currency fluctuations and consequently to the risks associated with market operations. The performance of Indian financial & commodities market are in correlation with the economic growth of the country as well as global economy, performance of various sectors, inflation, global market, etc. Instability of any of the factors may affect the markets adversely. The financial market also covers hedging to protect against excessive losses and to avoid the uncertainty associated with future exchange rate movements more particularly associated with the sharp depreciation of the local currency which has been the case in the recent past.

DIVIDEND

In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31st March, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 during the year under review.

AUDIT COMMITTEE

The Audit Committee presently comprises of the following Directors as its members:

1. Mr. Vijay Kalra

2. Mr. G S Goyal

3. Mr. Ashok Sawhney

4. Mr. Aman Sawhney

The Audit Committee met four times during the year.

AUDITORS & AUDITORS OBSERVATIONS

The auditors of the Company M/s. S. Kapoor & Associates, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends the re-appointment of the Auditors.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

An adequate system of internal control is in place which mandates maintaining proper accounting records and assures reliability of financial information.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Ashok Sawhney and Mr. Avinash Chander Sharma, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Board also recommends for re-appointment of Mr. Ashok Sawhney and Mr. Avinash Chander Sharma as Directors of the Company. Brief resume of Mr. Ashok Sawhney and Mr. Avinash Chander Sharma, nature of their expertise in specific functional areas and name of companies in which they holds the directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with Stock Exchange, appear in the Notice of Annual General Meeting, which forms part of this Annual Report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

b) That the Directors had selected such accounting policies and applied them 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/ loss of the Company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not required.

As the Company is not involved in any manufacturing or processing activities, the particulars as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

There are no foreign exchange earnings or outgo during the current financial period.

HUMAN RESOURCE AND INDUSTRY RELATIONS

The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

In terms of the listing agreement with Stock Exchange, the company is required to comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/-

Date: 29.07.2013 ASHOK SAWHNEY

Place: New Delhi CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their 23rf Annual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The highlights of Financial Results for the Financial Year ended 31st March, 2012 in comparison to the Financial Year ended 31st March, 2011 are as follows:

(Rs in Lacs) PARTICULARSI 31st March 12 31st March 11

Revenue from Operations 403.10 60.91

Total Income 407.38 62.62

Total Expenditure 442.48 60.85

Profit/(Loss) before depreciation (35.10) 1.77

Depreciation 86.66 86.77

Profit / ( Loss ) before Tax (123.27) (85.00)

Provision for taxation - 0.71

Profit / (Loss ) after Tax (123.27) (84.29)

Add:- Profit/(Loss) brought forward (354.09) (269.80)

Prior Period Adjustment 1.51 -

Profit/(Loss) carried forward to Balance Sheet (475.85) (354.09)

ECONOMIC SCENARIO

The world economy has been passing through stress. Financial turmoil in Europe has affected other countries. This contagion has pushed up borrowing cost and slowed growth in many parts of the world, and capital flows to developing counties have fallen. As a result, and despite a strengthening of activity in the United States and Japan, world trade has slowed down. Under this scenario the forecast for global economic growth has been revised downward to about 2.5% in 2012. Indian economy also slowed down in 2011-12 mainly due to weak industrial growth. Inflation remained a major concern constraining RBI to pursue tight monetary policy. 2012 has started with widespread concerns of another global recession. Equity market valuation in terms of price earnings ratios in all big markets is not far from low levels seen during financial crisis of 2008/2009. Fears of the crisis moving to Asia as well due to a housing collapse in China have intensified. Sentiment is not far from lows seen at start of2009, when markets feared a depression following collapse of Lehman Brothers in late 2008. Volatile prices of index stocks have caused a fear in the minds of FIIs and domestic investors that lead to outflow of funds by FIIs. Hikes in the interest rates by the Reserve Bank to curtail inflation has affected Industrial growth and also been viewed negatively by the market resulting in sharp volatility in the financial market.

OPERATIONAL REVIEW

During the financial year under review, the company incurred loss after tax Rs. 123.27 Lacs against loss of Rs. 84.29 Lacs in

the previous year. The management of your company expects improvement in the current year with the stabilization in the business sentiments. The Company thrust is on trading and investment in commodities, forex and derivative products. This will be supplemented through more research and qualitative techniques for decision making. The company is continuing with task to build businesses with long term goals through its intrinsic strength in corporate and investment research. To accelerate further value creation, your company continues to work on new fields through collaboration, association and strategic investments.

OPPORTUNITIES AND THREATS

Outlook for the Company is linked to financial & Commodities market with local & global sentiments. The Board of the company believes that Company's Investments in Commodities, forex and derivate products would reasonably perform in the ensuing years. The Company is exploring opportunities in the sphere of forex, commodities and derivative products for long term value creation, by way of collaboration, association and strategic investments. The performance of the company would be closely linked to the Indian financial Market, commodities market & global currency fluctuations and consequently to the risks associated with market operations. The performance of Indian financial & commodities market are in correlation with the economic growth of the country as well as global economy, performance of various sectors, inflation, global market, etc. Instability of any of the factors may affect the markets adversely.

DIVIDEND

In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31st March, 2012.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 during the year under review.

AUDIT COMMITTEE

The Audit Committee presently comprises of the following Directors as its members:

1. Mr. Vijay Kalra

2. Mr. G S Goyal

3. Mr. Ashok Sawhney

4. Mr. Aman Sawhney

The Audit Committee met four times during the year.

AUDITORS & AUDITORS OBSERVATIONS

The auditors of the Company M/s. S. Kapoor & Associates, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends the re-appointment of the Auditors.

The observations of the Auditors on the Accounts for the period under report have been suitably explained in the notes on Accounts and did not require any further clarification.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

An adequate system of internal control is in place which mandates maintaining proper accounting records and assures reliability of financial information.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Aman Sawhney and Mr. Vijay Kalra, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Board also recommends for re-appointment of Mr. Aman Sawhney and Mr. Vijay Kalra as Directors of the Company. Brief resume of Mr. Aman Sawhney and Mr. Vijay Kalra, nature of their expertise in specific functional areas and name of companies in which they holds the directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with Stock Exchange, appear in the Notice of Annual General Meeting, which forms part of this Annual Report

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

b) That the Directors had selected such accounting policies and applied them 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/ loss of the Company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not required.

As the Company is not involved in any manufacturing or processing activities, the particulars as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

There is no foreign exchange earnings or outgo during the current financial period.

HUMAN RESOURCE AND INDUSTRY RELATIONS

The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

In terms of the listing agreement with Stock Exchange, the company is required to comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/-

Date: 20.07.2012 ASHOK SAWHNEY

Place: New Delhi CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting their 21st Annual Report of the Company together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

The highlights of Financial Results for the Financial Year ended 31st March, 2010 (9months) in comparison to the Financial Year ended 30th June, 2009 (15months) are as follows:

( Rs In Lacs )

PARTICULARS STAND-ALONE CONSOLIDATED

31st March 10 30th June 2009 31st March 10 30th June2009 9 Months 18 Months 9Months 18 Months

Totaltorne 83.51 353.29 128.10 383.05

TotalExpenditure 24.69 583.47 105.95 626.84

Profit/(Loss) before Depreciation &Tax 58.82 (230.18) 22.15 (243.79)

Depreciation 65.06 35.24 70.56 34.07

Profit/(Loss)beforeTax (6.24) (262.42) (48.41) (277.86)

Provision for Fringe Benefit Tax - 1.15 - 1.15

Profit/(loss)after Tax (6.24) (263.57) (48.41) (279.01)

Add:- Profit/(Loss) brought forward (263.57) - (279.31) (0.29)

Profit(Loss)carried forward to Balance Sheet (269.81) (263.57) (327.72) (279.31)

ECONOMIC SCENARIO

The economic scenario is showing signs of a turnaround with Asian economies experiencing a relatively stronger rebound. The global economic performance improved during the latter half of the calendar year 2009, promoting the IMF to reduce the projected rate of economic contraction in 2009 from 1.1 percent to 0.8 percent in January 2010. Consequently, the IMF also revised the projection of global growth for 2010 from 3.1 percent to 3.9 percent. However, significant risk remain: (1) in many economies, the recovery is largely driven by government spending whilst consumer sentiments remain fragile; (2) High level of global liquidity have led to steep increase in commodity prices; (3) emerging markets are likely to face increased inflationary pressures and (4) developed economies are facing large budget deficits.

There are concerns that the global recovery phase may be fragile, as economies of developed countries,

particularly USA and Europe, continue to be beset with problems of high unemployment, low consumer spending and depressed housing markets. Besides, the recent crisis in Portugal, Ireland, Spain and Greece indicate that there would be many pitfalls along the road to recovery and that normalcy is still some time away.

Indias growth inflation dynamics are in contrast to the overall global scenario. The Indian Economy is recovering steadily for growth slowdown but inflationary pressures, trigged by the supply side factors, have developed into a wider inflationary cycle.

Although the growth momentum of the Indian economy was substantially impacted with the onset of the global economic slowdown, the severity of the impact was considerably less when compared to most developed economies. The fiscal and monetary policies implemented by the Government of India helped the economy to weather the downturn phase. The outlook of the Indian economy turned positive towards the end of 2009, driven by the uptrend in industrial production and recuperating consumption and investment demand. The Reserve Bank of India has projected the final real GDP growth for 2009-10 in the range of 7.2 percent to 7.5 percent with a forecast of 8.0 percent for 2010-11.

OPERATIONAL REVIEW

During the financial year under review, the company registered a cash profit of Rs.58.82 Lacs on standalone basis and Rs.22.15 Lacs on consolidated basis as against cash loss of Rs.230.18 Lacs on standalone basis and Rs.243.79 Lacs on consolidated basis in the previous year.

The Company had restructured the operations of life style products - Retail division in its subsidiary and had cut down unviable and uneconomical activities/ outlets. Despite all the measures taken by the company, the subsidiary still incurred a loss of Rs.42.18 Lacs (cash loss of Rs.36.67 Lacs). However, the effective steps taken by the company enabled it to weather the challenges imposed by the retail subsidiary and achieved better performance in FY 2010.

Your company continues with its tasks to build businesses with long term goals based on its intrinsic strengths in terms of Corporate and Investment research. To accelerate further value creation, your company continues to evaluate new areas of growth by way of collaboration, association and strategic investments. The initiative also aimed at rationalizing and streamlining operations, mergers, de-merger, having off, disposal etc. of existing businesses/ subsidiaries to bring about efficiencies and reducing the cost structures. The Company has also filed an application to become Trading Member of Bombay Stock Exchange.

The company has also initiated the steps to realize the infertile and slow moving assets/ investments to create liquidity to further consolidate its strengths and position itself to take advantage of the opportunities. The company has also constituted a committee of directors and consultants, headed by its Chairman to take effective steps in the direction. OPPORTUNITIES AND THREATS The Company is exploring new opportunities for long term value creation, by way of collaboration, associate and strategic investment. The company is also taking steps to realize infertile and slow moving assets/ investments to create liquidity so that the company can take advantage of opportunities. Investments performance is closely linked to the Indian Capital Market and consequently to the risks associated with market operations. The value of the companys investments may be affected by factors affecting capital markets such as price and volume volatility, interest rates, government policy changes, political and economic developments, crude oil prices and economic performance abroad. DIVIDEND

In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31st March, 2010. PUBLIC DEPOSITS The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 during the year under review.

AUDIT COMMITTEE

The Audit Committee presently comprises of the following Directors as its members:

1. Mr. Vijay Kalra

2. Mr. G S Goyal

3. Mr. Ashok Sawhney

The Audit Committee met three times during the year. AUDITORS & AUDITORS OBSERVATIONS The auditors of the Company M/s. S. Kapoor & Associates, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board of Directors recommends the re-appointment of the Auditors.

The Auditors have observed in their report the coverage of Internal Audit needs to be strengthened having regard to the size of the company and nature of its business. The management is taking necessary steps and the area of internal audit will be strengthened to meet the industry norms.

INTERNAL CONTROL SYSTEMS AND ADEQVACY

An adequate system of internal control is in place which mandates maintaining proper accounting records and assures reliability of financial information.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Aman Sawhney was appointed as an additional director w.e.f. 17.05.2010 by the Board of Directors of the Company to hold office till the conclusion of ensuing Annual General Meeting. A notice together with money deposit have been received under section 257 of the Companies Act, 1956 from a member proposing Mr. Aman Sawhney to be appointed as Director of the Company, Your Beard recommend for appointment of Mr. Aman Sawhney as Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Ashok Sawhney and Mr. Avinash Chander Sharma, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board also recommends for re-appointment of Mr. Ashok Sawhney and Mr. Avinash Chander Sharma as Directors of the Company.

Brief resume of Mr. Ashok Sawhney, Mr. Avinash Chander Sharma and Mr. Aman Sawhney, nature of their expertise in specific functional areas and name of companies in which they holds the directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with Stock Exchange, appear in the Notice of Annual General Meeting.

SUBSIDIARY COMPANY

Network Retail Limited is the wholly owned subsidiary of your company.

In compliance with provisions of the Section 212 of the Companies Act, 1956 the audited statement of accounts along with Report of the Board of Directors and Auditors Report of your Companys subsidiary namely, Network Retail Limited is annexed to the this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard-21 (Consolidated Financial Statements), the consolidated Financial Statements from part of this report. The Financial Statements have been prepared from audited financial statements received from subsidiary company, as approved by their respective Board.

CHANGE IN CAPITAL STRUCTURE

The Share Allotment Committee Meeting in its meeting held on 5th October 2009, has made allotment of 11,14,000 nos. of equity shares of Rs.10/- each at a premium of Rs.40/- each in lieu of 5,57,000 Optionally Convertible Preference shares of Rs.100/- each. Consequent to the above, the paid up Equity Share Capital of the Company has increased from 48.03 Crores to 49.14 Crores.

DIRECTORS RESPONSIBILITY STATEMENT-

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

b) That the Directors had selected such accounting policies and applied them 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/ loss of the Company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, none of employees are covered under section 217 (2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

- Your Company did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not required.

- As the Company is not involved in any manufacturing or processing activities, the particulars as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. There is no foreign exchange earnings or outgo during the current financial period.

HUMAN RESOURCE AND INDUSTRY RELATIONS

The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year.

CORPORATE GOVERNANCE

In terms of the listing agreement with Stock Exchange, the company is required to comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support of the shareholders and also wish to place on record their appreciation of employees for their commendable efforts, teamwork and professionalism. The Directors also express their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees arid other Business Associates for their continued cooperation and patronage.

For and on behalf of the Board of Directors

Sd/- Date : June 8, 2010 ASHOK SAWHNEY

Place : New Delhi CHAIRMAN