Sword-Edge Commercials Ltd Management Discussions

1. MANAGEMENT OVERVIEW & STRATEGIC PERSPECTIVE

"The Companys strategic focus is to build a technology-driven, governance-led and compliance-oriented institution that delivers sustainable value for its shareholders while contributing responsibly to Indias evolving digital financial ecosystem."

The Financial Year under review marked the beginning of a significant strategic transformation for Sword-Edge Commercials Limited. While continuing to expand its IT Support Services and Business Support Services operations, the Company remained focused on creating a scalable digital business platform designed to support sustainable growth and long-term shareholder value. During the year, priority was given to strengthening organisational capabilities, operational preparedness and governance practices required for the Companys next phase of development.

Historically, the Company was principally engaged in investment and commercial activities. In response to the changing business landscape and the increasing integration of digital technologies across financial and commercial sectors, the Company has embarked upon a structured transition towards technology-enabled businesses. The successful commencement of its IT Support Services vertical during the year represents an important milestone in this transformation and reinforces the Companys commitment to business diversification.

The Board and the Management believe that the future of financial services will increasingly be shaped by secure digital infrastructure, operational excellence and a strong regulatory framework. Guided by this strategic direction, the Company continued to strengthen its digital capabilities, organisational preparedness and internal compliance processes while maintaining high standards of corporate governance, transparency and responsible business conduct.

As part of its strategic roadmap, the Company is evaluating opportunities to establish its presence within Indias evolving digital financial ecosystem through initiatives such as Payment Gateway services, Payment Switch infrastructure and, subject to obtaining all applicable statutory, regulatory and licensing approvals, a Payment Bank. During the year, preparatory activities continued across technology development, operational planning, capability enhancement and compliance readiness to support these proposed initiatives. Commercial implementation of such regulated businesses will be undertaken only after obtaining the requisite approvals from the concerned regulatory authorities, wherever applicable.

The Company remains committed to disciplined, responsible and sustainable growth through innovation, prudent governance and regulatory discipline. The Management believes that the initiatives undertaken during the year have established a robust platform for the Companys future expansion while reinforcing its commitment to creating enduring value for shareholders and other stakeholders.

2. ECONOMIC & INDUSTRY ENVIRONMENT

The global financial services landscape continues to evolve through rapid digital transformation, expanding financial infrastructure and innovation-led business models. These structural developments are reshaping the way businesses, financial institutions and consumers interact, creating new opportunities for secure, efficient and technology-enabled financial services.

India remains one of the worlds fastest-growing digital economies, supported by increasing digital adoption, expanding financial inclusion and sustained investment in digital infrastructure. The continued growth of the countrys digital payments ecosystem has strengthened the demand for secure, scalable and efficient payment solutions, creating a favourable environment for businesses participating in the digital financial services sector.

Against this evolving industry landscape, Sword-Edge Commercials Limited believes that its strategic direction is well aligned with emerging market opportunities. Building upon its operational capabilities and digital expertise, the

Company continues to evaluate opportunities within Indias digital financial ecosystem through initiatives such as Payment Gateway services, Payment Switch infrastructure and, subject to obtaining all applicable statutory, regulatory and licensing approvals, a Payment Bank.

The Company recognises that sustainable participation in the digital financial services sector requires not only technological capability but also disciplined governance, regulatory responsibility and sound execution. Accordingly, its strategic approach remains focused on prudent planning, responsible business practices and long-term value creation.

The Board and the Management believe that the continued evolution of Indias digital economy presents a compelling long-term opportunity for organisations that combine innovation with strong governance, operational excellence and regulatory discipline. The Company remains committed to pursuing these opportunities through a measured and responsible approach that supports sustainable growth and enhances long-term shareholder value.

3. BUSINESS PERFORMANCE OVERVIEW

The Financial Year under review marked an important milestone in the Companys strategic transformation, reflecting the successful progression from its traditional commercial activities towards a diversified, technology- enabled business model.

Historically, Sword-Edge Commercials Limited was primarily engaged in investment and commercial activities. During the year, the Company expanded its business portfolio through IT Support Services and Business Support Services, establishing a new operating platform aligned with its long-term strategic direction and future business objectives.

During the Financial Year, the Company generated operating revenue of ^2,10,64,223, primarily from its IT Support Services business. As the first meaningful year of operations under this business vertical, the Management considers this achievement to be an important validation of the Companys strategic transition and business diversification initiatives.

Beyond financial performance, the year was principally focused on strengthening operational capabilities, enhancing organisational readiness and developing the institutional framework necessary to support the Companys future strategic initiatives. These efforts have significantly strengthened the Companys preparedness for its next phase of disciplined and sustainable growth.

The Board and the Management believe that the Companys most significant achievement during the Financial Year was not limited to its financial performance, but the successful execution of its business transformation strategy and the establishment of a stronger organisational platform to support its future growth, operational resilience and longterm shareholder value.

4. STRATEGIC TRANSFORMATION & INSTITUTIONAL READINESS

The Companys strategic transformation extends beyond business diversification and is focused on building a resilient, technology-enabled and governance-driven enterprise capable of delivering sustainable long-term value. During the Financial Year under review, the Management continued to strengthen the organisational capabilities, operating framework and execution readiness necessary to support the Companys evolving strategic objectives.

Recognising the increasing importance of digital infrastructure within the financial services ecosystem, the Company continued to enhance its digital capabilities, operational processes and organisational preparedness. These initiatives were undertaken with the objective of creating a scalable and resilient business platform supported by disciplined governance, effective operational controls and regulatory responsibility.

Alongside technology development, the Company continued to strengthen its organisational framework through structured processes, documentation standards, compliance systems and business governance practices. The Board and the Management believe that sustainable growth is achieved through the balanced integration of innovation, disciplined execution and sound governance.

As part of its strategic roadmap, the Company continues to evaluate opportunities within Indias evolving digital financial ecosystem thr ough initiatives such as Payment Gateway services, Payment Switch infrastructure and, subject to obtaining all applicable statutory, regulatory and licensing approvals, a Payme nt Bank. During the year, preparatory work continued across digital infrastructure, operational planning, organisational capability enhancement and regulatory readiness to support these proposed initiatives.

The Company presently intends to pursue these initiatives within its existing corporate structure. However, where considered appropriate or required under applicable laws, regulatory requirements or business considerations, the Company may evaluate suitable organisational structures, including subsidiaries or other legally permissible arrangements, to facilitate their efficient implementation.

The Board and the Management consider organisational readiness to be a strategic asset that enhances execution capability, strengthens stakeholder confidence and supports responsible participation within regulated business environments.

The Company believes that the progress achieved during the Financial Year has significantly strengthened its preparedness for the next phase of strategic execution. Going forward, the Companys priorities will continue to focus on disciplined implementation, digital innovation, regulatory responsibility and sustainable long-term value creation for its shareholders and other stakeholders.

5. GROWTH OPPORTUNITIES, RISKS & OUTLOOK

Indias continuing digital transformation presents significant long-term opportunities across the financial services ecosystem. The increasing adoption of digital payments, expanding financial infrastructure and growing demand for secure and efficient transaction solutions continue to reshape the industry and create new avenues for responsible business growth.

The Company believes that these structural developments are well aligned with its strategic direction. Building upon the organisational capabilities established during the year, Sword-Edge Commercials Limited will continue to evaluate opportunities within the digital financial services ecosystem through initiatives such as Payment Gateway services, Payment Switch infrastructure and, subject to obtaining all applicable statutory, regulatory and licensing approvals, a Payment Bank.

The Board and the Management recognise that future growth must be supported by prudent risk management and disciplined execution. Regulatory developments, technological change, cyber security, market dynamics and evolving customer expectations may influence the pace and implementation of future initiatives. Accordingly, the Company remains committed to maintaining robust governance practices, effective risk oversight and a disciplined approach to business execution.

The Company believes that sustainable growth is achieved through responsible innovation, operational resilience and sound corporate governance. While continuing to pursue emerging opportunities, the Company will remain committed to maintaining high standards of regulatory discipline, business integrity and long-term value creation for its shareholders and other stakeholders.

The Board and the Management remain confident that the Companys strategic transformation, supported by disciplined execution and responsible leadership, has established a strong platform for sustainable future growth. The Company will continue to pursue its long-term objectives with prudence, resilience and an unwavering commitment to responsible corporate stewardship.

6. INTERNAL CONTROL SYSTEMS, CORPORATE GOVERNANCE & HUMAN RESOURCES

The Company believes that effective internal controls, sound corporate governance and capable human resources are fundamental to responsible business management and sustainable value creation. These principles continue to guide the Companys decision-making, operational discipline and long-term strategic development.

The Company maintains internal control systems and operating procedures appropriate to the nature, scale and complexity of its current business operations. These systems are designed to safeguard assets, support reliable financial reporting, strengthen operational effectiveness and promote compliance with applicable statutory and regulatory requirements.

Corporate governance remains an integral part of the Companys management philosophy. The Board of Directors and the Management are committed to maintaining high standards of integrity, transparency, accountability and ethical business conduct. The Company believes that a strong governance culture reinforces stakeholder confidence and supports sustainable business performance.

The Company recognises that its people are central to its continued growth and strategic development. It remains committed to fostering a professional work environment that encourages integrity, continuous learning, collaboration and individual accountability. As the Company progresses with its strategic initiatives, it will continue to strengthen its organisational capabilities through ongoing skill development and professional excellence.

The Board and the Management consider effective governance, robust internal controls and organisational capability to be enduring institutional strengths that support responsible growth, operational resilience and sustainable long-term shareholder value.

7. SEGMENT -WISE OR PRODUCT -WISE PERFORMANCE.

Your Company operates in a single segment. All revenues and expenses are attributable to this segment.

8. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The relevant significant financial highlights of your Company for the FY 2025-26 & 2024-25 are mentioned below:

		(Amount in lakhs)
Particulars	2025-26 (Audited)	2024-25 (Audited)
Revenue form Operation	205.56	-
Other Income	5.08	19.14
Total Income	210.64	19.14
EBITDA	210.64	19.14
EBITDA Margin	-	-
Profit before Tax (PBT)	(53.88)	(98.12)
Profit after Tax (PAT)	(53.88)	(98.12)

Key Financial Ratios

Particulars	2025-26	2024-25
Current Ratio (In times)	17.59	32.16
Debt-Equity Ratio (In times)	0.36	0.61
Interest Coverage Ratio	-	-
Return on Equity Ratio (%)	-2.68%	- 4.74%

Details of any change in Return on Networth as compared to the immediately previous financial year along with the detailed explanation thereof:

Particulars	Rs. in lakhs
Networth as of 31.03.2026	2013.00
Networth as of 31.03.2025	2068.82

The Networth of the company has been reduced by Rs.56.82 lakhs

9. FORWARD LOOKING STATEMENT

This Management Discussion and Analysis contains certain forward-looking statements that reflect the Companys current expectations, strategic priorities and future business direction. These statements are based on assumptions, estimates and information presently available to the Management and are therefore subject to various business, economic, regulatory and operational risks and uncertainties that may cause actual results, performance or outcomes to differ materially from those expressed or implied.

The Companys strategic initiatives, including its proposed expansion into technology-enabled financial services through Payment Gateway services, Payment Switch infrastructure and, subject to obtaining all applicable statutory, regulatory and licensing approvals, a Payment Bank, will continue to be evaluated in light of prevailing market conditions, commercial considerations, technological developments, regulatory requirements and other relevant

factors. The implementation and timing of such initiatives shall remain subject to the receipt of all applicable approvals and other necessary business considerations.

Except as required under applicable laws, regulations or statutory disclosure requirements, the Company undertakes no obligation to publicly update, revise or modify any forward-looking statements to reflect subsequent events, circumstances or developments.

Investors and stakeholders are encouraged to read these statements together with the Companys audited financial statements, statutory disclosures, risk factors and other information contained in this Annual Report. The Board and the Management remain committed to pursuing the Companys strategic objectives with prudence, transparency, sound governance and regulatory discipline while continuing to focus on responsible and sustainable long-term value creation for its shareholders and other stakeholders.

		For and on Behalf of the Board
Place: Mumbai		For, SWORD-EDGE COMMERCIALS LIMITED
Date: 06.07.2026
	Sakshi Jhala	Karamjeet Kaur Sidhu
	Director	Managing Director
	DIN:08169563	DIN:03325221