Sword-Edge Commercials Ltd Directors Report

Dear Shareholders,

Your Directors here by present the 40^th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2025.

FINANCIAL PERFORMANCE:

The Companies financial performance for the year ended 31st March 2025 is summarized below:

(Rs. In Lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Total Income	19.14	39.69
Total Expanses	117.26	26.57
Profit/(Loss) before Taxation	(98.12)	13.13
Provision for Tax	0	0
Add: Deferred Tax Liability Reversal	0	0
Profit/(Loss) after Taxation	(98.12)	13.13

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS AFFAIR:

The Company does not have any significant business activity and does not carry out any business during the year under review.

DIVIDEND:

Considering the losses incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued,subscribed and paid up share capital of the Company is Rs. 21,72,00,000/- divided into 21,72,00,00 equity shares of Rs 1/- each.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2024-25 are enclosed as an Annexure to this Boards Report. During the year under review, thecompany has not provided any security falling within purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the 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 with interest of the company at large.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future. However, Company has been suspended from trading by BSE Limited due to non-payment of Annual listing Fees and non-submission of quarterly compliances.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sakshi Jhala, Whole-time Director retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for re-appointment of Mrs. Sakshi Jhala forms part of the Notice of the 40th AGM. The Board has recommended her reappointment. As on March 31, 2025, the company has six directors with an optimum combination of Executive and Non-Executive Directors. During the financial year there were no changes in the composition of Board.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors under Section 149 (7) of the Companies Act, 2013, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration except chief financial officer (CFO). Company doesnt have any permanent employees as on 31^st March 2025. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

AUDITORS AND AUDITORS REPORT:

M/s. H Rajen & Co, Chartered Accountants, (Firm Registration no. 108351W), Statutory Auditors have conducted audit for the financial year 2024-25. The Auditors Report for the current financial year containing qualification, reservation or adverse remark. The auditors report is enclosed with the financial statement in this Annual Report.

The notes to the financial statement are self-explanatory and therefore do not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Ashok Patel & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company.

The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-

Qualifications made by Secretarial Auditor	Explanations by the Board
a Annual Listing Fees Reg. 14, SEBI (LODR) Regs., 2015 It is noted that trading in the Companys equity shares was suspended due to non- payment of annual listing fees and later for non-compliance with shareholding pattern filing. The Company has since resumed step- wise regularization; timely fee payment going forward will help sustain compliance.	The company will take necessary steps to comply with the same.
b Shareholding Pattern Reg. 31, SEBI (LODR) Quarterly shareholding pattern was not filed within timelines, which triggered regulatory action (suspension noted by the exchange). The Company intends to re-establish timely filings and made the filing in subsequent year.	The company will take necessary steps to comply with the same.
c Financial Results Reg. 33, SEBI (LODR) There were delays/deficiencies in quarterly/annual results (e.g., missing/delay in filing of Limited Review Report); The Company is aligning disclosures for upcoming periods.	The company will take necessary steps to comply with the same.
d Newspaper Publications Reg. 47, SEBI (LODR) Newspaper publications for financial results/AGM notices were not published on all required events. However, the Company is putting a publication process in place	The company will take necessary steps to comply with the same.
e e-Voting Reg. 44, SEBI (LODR) & Companies Act Remote e-voting facility was not provided for the AGM on one or more occasions. The Company plans to enable e-voting through its RTA/NSDL/CDSL henceforth.	The company will take necessary steps to comply with the same.
f Investor Grievance Statement Reg. 13(3), SEBI (LODR) Quarterly statement of investor complaints was not filed within time. The Company is streamlining the complaint-tracking and quarterly reporting.	The company will take necessary steps to comply with the same.
g Price-Sensitive Disclosures & Meeting Intimations Reg. 29 & Reg. 30, SEBI (LODR) Postponement/adjournment of Board meetings and outcomes were not always intimated in the manner/timelines prescribed for material events. The Company proposes to tighten internal timelines for Reg. 29/30 intimations	The company will take necessary steps to comply with the same.
h PIT Structured Digital Database (SDD) Reg. 3(5), SEBI (PIT) Regs., 2015 SDD was not maintained by the Company for UPSI sharing/trading window data. The Company is implementing compliant SDD with time-stamped, non-editable log	Company Will maintain the same in short period
i Certificates under Reg. 40(9) and DP Reg. 74(5) were subsequently uploaded; ensure timely quarter-wise/periodic certifications are obtained and filed.	Company Will maintain the same in short period
J Annual Secretarial Compliance Report has been filed in recent years; continue timely submission within 60 days from FY end and include additional affirmations required by exchanges.	The company will take necessary steps to comply with the same.
K As on report date, the Company does not have a whole-time Company Secretary. Appointment is mandatory for every listed company. The Board has been advised to complete the appointment promptly.	The company will take necessary steps to comply with the same.
L Deposits Sec. 73 76, CA 2013 & Companies (Acceptance of Deposits) Rules, 2014 Statutory auditors notes indicate contraventions relating to acceptance/repayment of deposits. The Company is working to reconcile and regularise in line	The company will take necessary steps to comply with the same.
M Statutory Dues & Tax Compliances (as per FS/notes) Delays in remittance of statutory dues were noted in financial statements. Management has indicated steps to clear outstanding and to improve controls	The company will take necessary steps to comply with the same.
N Suspension/Revocation Trading Window for Non-compliant Scrips (Exchange SOP)	The company will take necessary steps to comply with the same.

INTERNAL CONTROL SYSTEMS:

As there are no significant business activities there were no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2024 is available on the website of the Company at www.swordedgecommercialslimited.shop

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with a Certificate from the Practicing Chartered accountants forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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, however during the financial year 2024-25, no complaint were received hence no complaint is outstanding as on 31^st March 2025.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) Directors have prepared the accounts on a "going concern basis".

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

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandate to disclose in the Boards Report the ratio of the remuneration of each director to the permanent employees remuneration. However, since there are no employees in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company encourages an open and transparent system of working and dealing amongst its stakeholders and accordingly, has framed a robust vigil mechanism in the form of Whistle Blower policy. This policy enables its directors and employees of the Company or any other person who avails the mechanism framed under this policy to report concerns about unethical or improper practices or alleged wrongful conduct, actual or suspected fraud etc., without any fear of discrimination or victimization of any kind. This policy protects such directors and employees from unfair or prejudicial treatment by anyone within the Company. It also provides direct access to the chairman of the Audit committee. Details of vigil mechanism/whistle blower policy are included in the Corporate Governance Report, forming part of this Report. The policy is available on the website of the Company at www.swordedgecommercialslimited.shop.

In order to enhance the knowledge amongst the employees about the Whistle Blower policy, an awareness programme was undertaken by the Company and an annual affirmation in this regard was obtained from the employees.

During the financial year 2024-25, no complaints under this mechanism have been reported.

Maternity benefit provided by the company under Maternity Benefit Act 1961:

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

	For and on Behalf of the Board
	For, SWORD-EDGE COMMERCIALS LIMITED
Place: Mumbai
Date: 29.08.2025
	Karamjeet Kaur Sidhu
	Managing Director
	DIN: 03325221