As on: Aug 10, 2026 09:28 AM
Dear Shareholders,
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)
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:
# 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:
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:
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:-
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 and designated employees of the Company. The details of the Insider Trading Policy has been posted on the website of the Company at www.swordedge.in . The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the 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 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 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.
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