Swiss Military Consumer Goods Ltd

Swiss Military Consumer Goods Ltd – Trading Window Closed from 1 October 2026 till 48 hours after the declaration of Un-audited Financial Results for the quarter and half year ending 30 September 2026

agm details

• AGM held on 25 Sep 2026 at 12:00 Noon via VC/OAVM.
• Eligibility cut-off date for votes: 18 Sep 2026.
• Remote e-voting period: 22–24 Sep 2026.
• Scrutinizer's report dated 26 Sep 2026.

key resolutions

• Item 1 Ordinary: Adopt standalone and consolidated financial statements.
• Item 2 Ordinary: Declare final dividend; per-share amount not disclosed.
• Item 3 Ordinary: Re-appoint Ashita Sawhney by rotation.
• Item 4 Special: Re-appoint Rajesh Tuteja as Non-Executive Independent Director.
• Item 5 Special: Re-appoint Surendra Kumar Bhagat as Non-Executive Independent Director.
• All five resolutions passed.

voting results

• Item 1: 99.96% in favour, 0.04% against.
• Item 2: 99.95% in favour, 0.05% against.
• Item 3: 99.95% in favour, 0.05% against.
• Item 4: 99.95% in favour, 0.05% against.
• Item 5: 99.95% in favour, 0.05% against.

directors

• Ashita Sawhney re-appointed by rotation.
• Rajesh Tuteja appointed Non-Executive Independent Director.
• Surendra Kumar Bhagat appointed Non-Executive Independent Director.

auditors

• No auditor appointment changes reported.

AGM Details

• Held on 25 September 2026 at 12:00 noon via VC/OAVM.
• Remote e-voting from 22 September 2026, 09:00 to 24 September 2026, 17:00 IST.
• AGM concluded at 12:54 IST; 133 members attended via VC.

Ordinary Business

• Adopt standalone and consolidated financial statements for the year ended 31 March 2026.
• Declare final dividend of 5% (Rs 0.10 per share) for FY 2025-26.
• Re-appoint Mrs. Ashita Sawhney by rotation.

Special Business

• Re-appoint Rajesh Tuteja as Non-Executive Independent Director.
• Re-appoint Surendra Kumar Bhagat as Non-Executive Independent Director.

Voting Results

• Voting results to be published within 48 hours of the AGM.

Registered office change

• Previous registered office: National Capital Territory of Delhi.
• New registered office: Plot No. 262-B, Sector-24, Faridabad, Haryana 121005.
• Effective date of change: 08 September 2026.
• Change in jurisdiction: Delhi to Haryana; ROC Haryana.
• Reason: Regional Director of MCA approved the change on 27 July 2026.
• Approvals: Regional Director order; ROC Haryana recorded the change.
• Impact: No explicit operational or investor-communication impact disclosed.

Financial highlights

• Consolidated revenue from operations: 25,977.57 Lakhs; YoY +18.98%.
• Standalone revenue from operations: 25,134.49 Lakhs; YoY +18.18%.
• Consolidated PAT after tax: 755.96 Lakhs; YoY −13.8%.
• Standalone PAT: 772.15 Lakhs; YoY −15.98%.
• Standalone EBITDA: 1,252.56 Lakhs; margin 4.98%.
• Standalone net profit margin: 3.07%.
• EPS (standalone): 0.33; (consolidated): 0.32.
• Dividend final: 5% per share; record date 18 Sep 2026.

Growth & strategic rollout

• In-house manufacturing facility commissioned Jan 2025; capacity up to 10 Lakh pcs annually.
• ERP platform implemented; in-house testing lab; 29 warehouses to boost fulfilment.
• Exclusive Brand Outlets started; Phase I across Delhi, Gujarat, South India, Bihar/Jharkhand.
• Plan to reach 50 Exclusive Brand Outlets by FY29.
• Alpine Club launched to broaden value-segment reach; two-brand architecture planned.
• Portfolio expanded with leather wallets, belts, luggage covers, neck pillows, TSA locks.
• Growth strategy centers on manufacturing control, direct retail, and omnichannel expansion.

Capital structure & liquidity

• Authorized share capital: ₹58.50 Cr; issued capital: ₹47.23 Cr.
• Rights issue: 3,93,18,798 equity shares at ₹12.50 each.
• ESOP: 2,25,500 shares issued; 1,62,000 options cancelled.
• Final dividend proposed: 5%; record date 18 Sep 2026.
• Dematerialization: 99.81% of equity capital.

Corporate governance

• Board size: 7; 1 Executive, 2 Non-Executive, 4 Independent as of 31 Mar 2026.
• Independent directors reappointed: Chirag Gupta, Surendra Bhagat, Rajesh Tuteja.
• Board meetings: 4 in FY2025-26; attendance 4/4 for all directors.
• Audit, Stakeholders Relationship, Nomination & Remuneration, CSR Committees in place.
• MD/CFO certifications on financial reporting; Secretarial audit by AM & Associates with no qualifications.

Subsidiaries & governance of group

• Two wholly owned subsidiaries: AAA Shenyang Container Seal Pvt Ltd and SM Travel Gear Pvt Ltd.
• Form AOC-1 annexed; separate subsidiary disclosures on website.

CSR & ESG

• CSR spend: ₹22.50 Lakhs; 2% average net profit: ₹13.11 Lakhs.
• CSR obligation carried forward: ₹9.39 Lakhs; CSR policy on website.
• CSR focus areas: education, healthcare, welfare of seniors.

Risks & outlook

• Risks include supply chain volatility, currency fluctuations, regulatory changes, and inflation.
• Outlook: India’s growth, rising premiumisation, and travel growth support Swiss Military’s travel gear demand.
• FY27: scale EBOs, expand Alpine Club, strengthen manufacturing throughput for levered growth.

Key operational metrics & product scope

• 1,500+ SKUs across luggage, electronics, and lifestyle; 3,400+ retail touchpoints.
• Manufacturing ramp-up; 29 warehouses; ERP-enabled omnichannel capabilities.
• Exclusive Brand Outlets in top markets; Shop-in-Shop formats with retail partners.

agm details

• Date and time: 25 September 2026 at 12:00 Noon.
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM).
• Record voting date: 18 September 2026.

resolutions to vote

• Adopt standalone and consolidated financial statements for FY2025-26.
• Declare final dividend for FY2025-26: 5% per share (Rs 0.10 on Rs 2).
• Special: Appoint Ashita Sawhney as Director (rotation) for re-appointment.
• Ordinary: Re-appoint Rajesh Tuteja as Independent Director for a second term.
• Special: Re-appoint Surendra Kumar Bhagat as Independent Director for a second term.

voting results

• Outcome of each resolution not disclosed in this filing; results to be announced at/after AGM.

dividend

• Final dividend proposed: 5% (Rs 0.10 per equity share of Rs 2 face value).
• Dividend subject to shareholder approval; payable within 30 days of AGM if approved.

director changes

• Ashita Sawhney to retire by rotation; proposed re-appointment.
• Rajesh Tuteja re-appointment as Independent Director for a second term (Oct 23, 2026–Oct 22, 2031).
• Surendra Kumar Bhagat re-appointment as Independent Director for a second term (Oct 23, 2026–Oct 22, 2031).

auditors

• Statutory auditors: B.K. Sood & Co. (five-year term, to 2027); unmodified opinion.
• Secretarial auditors: AM & Associates (five-year term, to 41st AGM).
• Internal auditors: Smita Patni & Associates (FY2025-26 engagement).
• Cost audit: not applicable.

material related party transactions

• All related party transactions were arm’s length and in the ordinary course.
• Audit Committee oversight; omnibus approvals used; disclosures in Ind AS 24 notes.

other material approvals

• Employee Stock Option Plan 2023: 6,13,000 options granted; 2,25,500 exercised in FY26; 1,62,000 cancelled.
• ERP/IT uplift and in-house manufacturing initiatives funded; Alpine Club sub-brand launched.
• EBO rollout: 50 Exclusive Brand Outlets planned by FY29.

NSE trading admission

• Equity shares admitted for trading on NSE under Permitted to Trade category, effective 17 August 2026.
• Symbol SWISSMLTRY; ISIN INE010C01025; Face value Rs 2 per share.
• Circular reference: NSE Circular 1355/2026 dated 14 August 2026.