Sword-Edge Commercials Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors hereby present the 41st Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2026.

FINANCIAL PERFORMANCE:

The Company''s financial performance for the year ended 31st March 2026 is summarized below:

(Rs. In Lakhs)

Particulars

F.Y. 2025-26

F.Y. 2024-25

Total Income

210.64

19.14

Total Expense

264.53

117.26

Profit/(Loss) before Taxation

(53.88)

(98.12)

Provision for Tax

0

0

Add: Deferred Tax Liability Reversal

0

0

Profit/(Loss) after Taxation

(53.88)

(98.12)

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

On Standalone basis, the Company has generated revenue from operations of Rs. 210.64 Lakhs for the current Financial Year as compared to Rs. 19.14 Lakhs in the Previous Year. The Net Loss for the current Financial Year decreased to Rs. 53.88 lakhs as against Rs. 98.12 lakhs as reported in the Previous Year.

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. Your Company''s Equity Shares are listed on BSE Limited (BSE).

CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the paid up share capital of the Company. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, 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 and at the end of financial year to which the financial statements relate and the date of the Directors'' Report.

Further, Company has paid Rs. 1,54,08,676/- (Rupees one crore fifty four lakhs eight thousand six hundred and seventy six) to Bombay Stock Exchange Limited as SOP fees for revocation of suspension of Company and Rs. 17,70,000 (Rupees seventeen lakhs, seventy thousand) as Reinstatement fees.

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 during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES:

Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2025-26 are enclosed as an "Annexure I" to this Board''s Report. During the year under review, the company has not provided any security falling within purview of Section 186.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S 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 company''s 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, further during the year Company has paid SOP fines, reinstatement fees and also submitted all the pending quarterly compliances as per the BSE letter dated 16th January, 2026 and Company has also filed application before the Delisting Committee of BSE for revocation of suspension.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Karamjeet Sidhu Managing Director, Ms. Sakshi Jhala Chief Financial Officer and Ms. Guddi Bajpai Company Secretary are the Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013.

As on March 31, 2026, the company has six directors with an optimum combination of Executive and NonExecutive Directors. During the financial year following changes took place in the composition of Board.

• Mrs. Chhayaben Parmar, Mr. Mehul Kumar Dhaduk and Mr.Ramiz Rafikbhai Saya resigned w.e.f. 21st August, 2025 from the Board of the Company.

• Ms. Neha Kargeti, Ms. Adithi Rathore and Mr. Kulbir Singh Sandhu, was appointed as an Additional NonExecutive Independent Directors of the Company on January 19, 2026 and were regularized by the members of the Company through postal Ballot on March 29, 2026.

DIRECTORS APPOINTMENT / RE APPOINTMENT:

• Re-appointment of Mr. Manish Kumar (DIN: 08881293) as an Independent Director of the Company for second term of five years from 01st October, 2026 to 30th September, 2031.

• In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Karamjeet Sidhu, Executive Director retires by rotation and being eligible, offers herself for re-appointment. A brief resume, nature of experience in specific functional areas, names of companies in which she holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors of your Company recommended the appointment.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act can be assessed on www.swordedge.in.

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in which it operates, business model, etc. at the time of their appointment. Details of the familiarization program on cumulative basis are available on the Company''s website at www.swordedge.in.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 12, 2026 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board.

DISCLOSURES RELATED TO BOARD AND COMMITTEES

a. NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals. The notice of Board meeting is given well in advance to all the Directors. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board of Directors met on 8 occasions during the year ended 31st March, 2026, viz. 30.05.2025, 14.08.2025, 22.08.2025, 29.08.2025, 19.01.2026, 04.02.2026, 12.02.2026 and 23.02.2026, in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees: -

1. Audit Committee

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. During the financial year 2025-26, the Audit Committee met 4 (four) times on 30.05.2025, 14.08.2025, 04.02.2026 and 12.02.2026.

The Audit Committee comprises following Directors of the Company:

Name

Category

Position

Manish Kumar

Non-Executive - Independent Director

Chairman

#Adithi Rathore

Non-Executive - Independent Director

Member

#Kulbir Singh Sandhu

Non-Executive - Independent Director

Member

*Mehulkumar Dhaduk

Non-Executive - Independent Director

Member

*Chhayaben Maheshbhai Parmar

Non-Executive - Independent Director

Chairman

# Appointed on 19th January, 2026.

* Resigned on 21st August 2025.

2. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. During the financial year 202526, the Nomination and Remuneration Committee met 2 (Two) times on 30.05.2025 and 04.02.2026. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

Name

Category

Position

Manish Kumar

Non-Executive - Independent Director

Chairman

#Neha Kargeti

Non-Executive - Independent Director

Member

#Adithi Rathore

Non-Executive - Independent Director

Member

#Kulbir Singh Sandhu

Non-Executive - Independent Director

Member

*Mehulkumar Dhaduk

Non-Executive - Independent Director

Member

*Chhayaben Maheshbhai Parmar

Non-Executive - Independent Director

Chairman

# Appointed on 19th January, 2026.

* Resigned on 21st August 2025.

3. Stakeholders'' Relationship Committee

The Company has constituted a Stakeholders'' Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. During the financial year 2025- 26, the Stakeholders'' Relationship Committee met 2 (Two) times on 30.05.2025 and 12.02.2026. The Stakeholders'' Relationship Committee comprises following Directors of the Company:

Name

Category

Position

Manish Kumar

Non-Executive - Independent Director

Chairman

#Neha Kargeti

Non-Executive - Independent Director

Member

#Adithi Rathore

Non-Executive - Independent Director

Member

#Kulbir Singh Sandhu

Non-Executive - Independent Director

Member

*Mehulkumar Dhaduk

Non-Executive - Independent Director

Member

*Chhayaben Maheshbhai Parmar

Non-Executive - Independent Director

Chairman

# Appointed on 19th January, 2026.

* Resigned on 21st August 2025.

The 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, Nomination & 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:

Disclosure of the ratio to the remuneration of each director to the median employee''s remuneration and other details required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure II".

AUDITORS AND AUDITORS'' REPORT:

The Statutory Auditors M/s. H Rajen & Co., Chartered Accountants having Firm Registration No 108351W, were appointed in 40th Annual General Meeting to hold office from the conclusion of 40th Annual General Meeting for a term of consecutive five years till conclusion of 45th Annual General Meeting at such remuneration as may be agreed upon between the Auditors and the Board of Directors.

Auditors'' Report

The Independent Auditors'' Report of M/s. H Rajen & Co., on the Financial Statements of the Company for the Financial Year 2025-26 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H Rajen & Co. in their Report dated May 29, 2026. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

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 the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ashok Patel & Associates, Practicing Company Secretary (C.P No. 15326), was appointed as Secretarial Auditors of Company for the term of 5 (five) consecutive years from 2025-26 to 2029-30 on 40th Annual General Meeting .

Secretarial Audit Report for the financial year ended 31st March, 2026 issued by M/s. Ashok Patel & Associates, Company Secretaries in Form MR-3 forms part to this report - as "Annexure A". The following are the Observation mentioned in the Auditor''s Report along with the Explanations by the Board.

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

Sr. No.

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 Company''s equity shares was suspended due to non-payment of annual listing fees. the Company has filed an application for revocation of suspension of the Company on 13th February, 2026 and also paid all penalties and dues as per BSE letter dated January 16, 2026 as on date of this report.

The company has Paid the annual listing fees after the closure of Financial Year.

b

Shareholding Pattern - Reg. 31, SEBI (LODR) Quarterly shareholding pattern was not filed within timelines for quarters i.e. December 2025 and June 2025. The Company intends to reestablish 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. Audited financial results for the financial year ended March 31, 2025 was uploaded on 14th August, 2025

The company will take necessary steps to comply with the same.

d

Newspaper Publications - Reg. 47, SEBI (LODR) Newspaper publications of financial results for the Quarter ended June 2025 were not published on all required events.

The company will take necessary steps to comply with the same.

e

Investor Grievance Statement - Reg. 13(3), SEBI (LODR)

Quarterly statement of investor complaints for quarter ended June 2025 was filed delayed on October 6, 2025. The Quarterly disclosure is now submitted as part of the Integrated Filing (Governance).

The company will take necessary steps to comply with the same.

f

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.

G

Appointment of Whole-time Company Secretary (KMP) - Sec. 203, CA 2013 read with Rule 8 of the 2014 Rules

The Company in its Meeting held on February 04, 2026, has appointed Ms. Guddi Bajpai (Mem. No. A41335) as Company Secretary & Compliance Officer.

Mr. Ankur Singh, Company Secretary & Compliance Officer has tendered his resignation vide letter dated September 15, 2025 and will be relieved from his responsibilities with effect from the closure of business hours on October 10, 2025.

The company has appointed Company Secretary & Compliance Officer on February 04, 2026.

h

Statutory Dues & Tax Compliances (as per FS/notes)

The company is not regular in depositing undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, cess and any other statutory dues to the appropriate authorities

The company will take necessary steps to comply with the same.

i

Suspension/Revocation - Trading Window for Non-compliant Scrips (Exchange SOP)

Company has paid full SOP fees as on date of this report.

The company has paid full SOP fees after closure of the FY 2025-26.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

There are no materially significant related party transactions made by the company with Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. However, during the financial year ended on 31st March, 2026 the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.

The details of the related party transactions entered as required under "Ind. As -24" are set out in financial statements forming part of this Annual Report.

The Policy on related party transactions may be accessed on the Company''s website at a link: www.swordedge.in

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 2026 is available on the website of the Company at www.swordedge.in

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 Secretarial Auditor forms part of this Report as "Annexure B".

A detailed Management Discussion & Analysis forms part of this Report as "Annexure C".

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.

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 2025-26, no complaint were received hence no complaint is outstanding as on 31st March 2026.

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

The details of conservation of energy, technology absorption etc. as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable to your Company. However, your Company has been taking steps at all times for the conservation of energy and technology absorption.

Foreign Exchange Earnings & Outgo

The details of foreign exchange earnings and outgo during the year under review is as under:

Foreign Exchange Earnings - Nil Foreign Exchange Outgo - Nil

PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors ar designated employees of the Company. The details of the Insider Trading Policy has been posted on th website of the Company at www.swordedge.in . The Code requires Trading Plan, pre-clearance for dealir in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and th designated employees while in possession of unpublished price sensitive information in relation to th Company and during the period when the Trading Window is closed. However, there were no such instances in the Company during the year 2025-26.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of tl Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 as at March 31, 2026 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;

d) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and;

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 Board''s Report the ratio of the remuneration of each director to the permanent employee''s remuneration. Disclosure under the said provision has been furnished at "Annexure II" to this Board''s Report.

PARTICULARS OF EMPLOYEES:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.swordedge.in . During the financial year 2025-26, 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.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year ended 31 March 2026.

POLICIES:

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company At www.swordedge.in

The policies are reviewed periodically by the Board and updated based on need and requirements.

APPLICATION FOR REVOCATION OF SUSPENSION:

During the year under review, Company has filed an application for revocation of suspension with Bombay Stock Exchange ("BSE") on 13th February, 2026. Company has filed all the previous pending compliances as per SEBI LODR and paid SOP fines, Listing fees and Reinstatement fees as per BSE letter dated 16th January, 2026.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (sweat equity shares) to employees of the Company under ESOS.

• During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

• During the year under Report, no funds were raised through employee stock option scheme and employee stock purchase scheme.

• There are no funds or shares lying with the Company to be transferred to IEPF account in accordance with Section 125 of the Companies Act, 2013 and section 6 of Section 124 of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation 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.

The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.


Mar 31, 2025

Your Directors here by present the 40th 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:

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 COMPANY''S WORKING DURING THE YEAR/STATE OF THE COMPANY''S 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 Board''s 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 arm''s 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
COMPANY''S 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 company''s 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
doesn''t have any permanent employees as on 31st 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 Auditor''s Report for the current financial year containing qualification, reservation
or adverse remark. The auditor''s 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:-

Sr. No.

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 Company''s
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
auditor''s 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 31st 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 Board''s Report the ratio of the remuneration of each
director to the permanent employee''s 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


Mar 31, 2024

Your Directors here by present the 39th Annual Report together with the Audited statements of Accounts for the
financial year ended on 31st March 2024.

FINANCIAL PERFORMANCE:

The Companies financial performance for the year ended 31st March 2024 is summarized below:

Particulars

F.Y. 2023-24

F.Y. 2022-23

Total Income

39.69

68.95

Total Expanses

26.57

58.34

Profit/(Loss) before Taxation

13.13

10.61

Provision for Tax

0

0

Add: Deferred Tax Liability Reversal

0

0

Profit/(Loss) after Taxation

13.13

10.61

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF THE COMPANY''S AFFAIR:

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

DIVIDEND:

In view of conserving resources of the Company, 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 2023-24 is enclosed as an Annexure to this Board''s Report. During the year under review, the
company has not provided any security falling within in purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s 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
COMPANY''S 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 company''s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Chhayaben Maheshbhai Parmar (DIN: 10457702) was appointed as Additional Directors (Professional, Non¬
Executive Director) of the Company w.e.f. 09.01.2024 and hold the office up to the ensuing Annual General Meeting.
The Board considers it desirable to avail their services.

During the year Ms. Manjulaben Parmar (DIN: 09420512), Independent director was resigned on 5th January 2024.

However, Ms. Mona Lisa (DIN: 07665073), Independent Director was resigned after the financial year 2023-24 on 9th
May 2024.

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 2023-24 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. 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. Nilesh Thakor and Associates, Chartered Accountants, Ahmedabad (Firm Reg. No. 160462W), Statutory Auditors
have conducted audit for the financial year 2023-24. The Auditor''s Report for the current financial year does not
contain any qualification, reservation or adverse remark. The auditor''s 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. Prachi Bansal & Associates
Company Secretaries in practice 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:-

Sr. No.

Qualifications made by Secretarial Auditor

Explanations by the Board

a

Acknowledgement for sending the notices of
the Meeting of the Board and Committees are
not maintained by the company.

The notice and agenda for the Board and committee meeting
are sent by the email or hand delivery. The company will
ensure to maintain to the acknowledgements for sending the
notice of the meeting of the board and the committee.

b

The company has not complied with certain
regulation of SEBI (LODR) Regulations, 2015 as
regards publication of Notice of Board
Meeting, Notice of AGM, quarterly results.

The company will take necessary steps to comply with the
same.

c

As per section 138 of the Companies Act,
2013, the Company is required to appoint
Internal Auditor. The Company has not
appointed Internal Auditor.

The size of operation of the Company is very small, it is not
viable to appoint Internal Auditor but the Company has
established the internal control system.

d

Certain event based E Forms have not been
filed by the company in time which were
required to be filed with ROC during the audit
period.

The company will ensure to file all relevant documents in
time with ROC and other authorities as when required.

e

Updating of website with regard to various
policies is pending

The company will take necessary steps to update website
with regard to various policies which are pending.

f

As per Section 203(1)(i), (ii)& (iii), the company
is required to appoint Company Secretary, the
company has not appointed Company
Secretary after 30.05.2019

Company is in search of qualified Company Secretary.

g

The company has not maintained the
attendance register for Board and committee
meeting

The company will take necessary steps to maintain the
attendance register for board and committee meetings.

h

Statutory Registrar as per companies Act 2013
is yet to be updated.

The company will take necessary steps to update Statutory
Register as per companies Act 2013.

i

The Company has not complied with structural
Digital Database to be maintained by company
and Compliance report to stock exchange.

Company Will maintained the same in short period

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was 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.swordedgecommercialsltd.in

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. The Company has not received
any sexual harassment related complaints during the year 2023-24.

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 earning 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 mandates to disclose in the Board''s Report the ratio of the remuneration of
each director to the permanent employee''s remuneration. However, since there is no permanent employee 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.swordedgecommercialsltd.in.

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 2023-24, no complaints under this mechanism have been reported.

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: 30.08.2024

Karamjeet Kaur Sidhu
Managing Director
DIN:03325221


Mar 31, 2015

Dear Shareholders,

The Directors here by present the 30th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2015.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs.229054/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

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

DIVIDEND:

Considering the loss 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 capital of the Company is Rs. 108600000/- divided into 18600000 equity shares of Rs 10/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

FIXED 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:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's 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.

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.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S 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 company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

MR. VIPUL TRIVEDI was appointed as an Additional Director of the Company on 20.08.2015 and hold office up to the date of this Annual General Meeting be and hereby appointed as director of the Company and whose office liable to retire by rotation. MR. NILESHKUMAR KAVA and MS. DINABEN GANATRA were appointed on 20.08.2015 and 27.08.2015 as an Additional Director of the Company and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to September 28, 2020.

Mr. SANTOSH GANGADHAR MOHITE, Mr. SAYAMAN ANTONY FERNANDES and Mr. SARJERAO CHAVAN were resigned as a Director of the Company with effect from 27.08.2015, 27.08.2015 and 20.08.2015 respectively.

Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year Nine Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committee as 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual 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. 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. RISHI SEKHRI AND ASSOCIATES, Chartered Accountants, Mumbai (Firm Reg. No. 128216W), in respect of whom the company has received a Special Notice under section 140(4) of the Act, proposing their appointment in the place of retiring auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN 018846N) and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual 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.

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

Since there are no women employees in the Company hence no comments

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 mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee 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

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.

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: 28.08.2015 Sd/-

(VIPUL TRIVEDI)

CHAIRMAN


Mar 31, 2014

Dear Members,

The Directors here by present the Twenty Ninth Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate any revenue from the operation the Company but due to some fixed cost company suffer net loss of Rs. 173005 for the year ended 31st March, 2014.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

In view of present situation, your Directors have not declared any dividend during the year under review.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

BOARD OF DIRECTORS:

Mr. Sayaman Antony Fernandes was appointed as an Additional Director of the Company on 05.06.2014 be and hereby appointed as director of the Company and whose office liable to retire by rotation. Mr. SARJERAO CHAVAN and Mr. SANTOSH GANGADHAR MOHITE were appointed on 19.06.2014 and 05.06.2014 as an Additional Director of the Company and appointed as an Independent Director of the Company for a period of five years from the conclusion 29th AGM to the conclusion of 34th AGM. Mr. CHANDRA MOHAN DEVDAS RAO and Mr. KAMALA CHANDRA MOHAN RAO were appointed as Additional Director as on 23.04.2014 and resigned from the board as on 05.06.2014.

Mr. MAHENDRA GANATRA, Mr. NILESHKUMAR KAVA and Mr. MR. VIPUL TRIVEDI were resigned as a Director of the Company with effect from 23.04.2014, 19.06.2014 and 01.07.2014.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

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 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out any manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

LISTING:

The Company Listed with BSE Limited, Mumbai

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) 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;

iii) the Directors have 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;

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

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: 28.08.2014 (SAYAMAN FERNANDES) CHAIRMAN


Mar 31, 2013

Dear Shareholders,

The Directors here by present the Twenty Eight Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate targeted revenue from the operation the Company hence total Income was stood at Rs. 58823/- against Rs. 714575/- in the previous year and after providing depreciation and tax company incurred net loss of Rs. 187062/- for the year ended 31st March, 2013.

DIVIDEND:

In view of present situation, your Directors have not declared any dividend during the year under review.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

BOARD OF DIRECTORS:

Mr. Nileshkumar Tribhovandas Kava, Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

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 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out any manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) 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;

iii) the Directors have 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;

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

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: 31.08.2013

(NILESHKUMAR KAVA)

CHAIRMAN


Mar 31, 2010

The directors have pleasure in presenting their Twenty-Forth Annual Report and Audited Accounts for the year ended 31-3-2010

FINANCIAL RESULTS :

The working of the year ended 31st March 2010 shows a profit of Rs. 9,05,771/- after making provision for taxation, which is carried to Balance sheet along with the profit of the earlier year Rs. 1,01,32,977/-

BOARD OF DIRECTORS :

Shri Jagdish S. Malani & Hasmukh S. Malani retires by rotation and being eligible seeks reelection.

AUDITORS:

The Auditors retire from the office at this Annual General Meeting and are eligible for reappointment.

OTHER INFORMATION :

The other information required u/s 217(2A)and 217 (1E) of the companies act 1956 are not applicable as no employee was in receipt of remuneration to the extent laid down therein.

DEMATERIALISATION OF SHARE HOLDING :

The Companies script form part of the compulsory demat segment for all investors. The company has established connectivity with both the depositories viz NSDL and CDSL through the register M/s Adroit Corporate Services Pvt. Ltd. ISIN of the company is INE 093G01014.

DIRECTORS RESPONSIABLlTY STATEMENT :

Pursuant to an amendment to Section 217 of the Companies Act,1956 your Directors give here under responsibility Statements pertaining to the accounts of the Company.

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation / statement relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on 31st March. 2010 and of the Profits Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. These accounts have been prepared on a going concern basis.

By order of the Board

CHANDRAKANT S. MALANI

JAGDISH S. MALANI

HASMUKH S. MALANI

MUKESH N. MALANI

Directors

Place: Mumbai.

Dated: The 28 th day of May 2010

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