Sword-Edge Commercials Ltd

Sword-Edge Commercials Ltd — Trading window closure from Thursday, 1st October, 2026 till 48 hours after declaration of Un-audited financial results of the Company for the quarter and Half year ended September 30, 2026

Resigning director and governance impact

• Resigning director: Manish Kumar, Independent Director.
• Effective resignation: close of business hours September 16, 2026.
• Reason: personal reasons.
• He confirmed there are no material reasons beyond those mentioned.
• Ceased to be member of Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee.
• No other listed entities disclosed for directorships or committee roles.

Key Appointments

• Ashish Anand appointed Additional Non-Executive Independent Director for a 5-year term.
• Approval by shareholders pending.
• Ashish Anand appointed Chair of Audit Committee, NRC, and Stakeholders' Relationship Committee.

Senior Management

• Tushar Parekh named SMP, CTO, effective Sept 7, 2026.

Committee Reconstitution

• Reconstituted Audit Committee, NRC and Stakeholders Relationship Committee with effect from Sept 7, 2026.

Committee Composition

• Audit Committee: Ashish Anand (Chair), Manish Kumar, Neha Kargeti, Kulbir Singh Sandhu.
• Nomination & Remuneration Committee: Ashish Anand (Chair), Manish Kumar, Neha Kargeti, Kulbir Singh Sandhu.
• Stakeholders Relationship Committee: Ashish Anand (Chair), Manish Kumar, Neha Kargeti, Kulbir Singh Sandhu.

Trading resumption details

• Trading in Sword-Edge (512359) to resume from 03 September 2026.
• Suspension revoked; resumption in Special Pre-open Session for Relisted Scrips.
• Scrip to be in XT group per SEBI circular.
• BSE Notice 20260826-20; posted 26 Aug 2026.
• Information memorandum available on exchange site.

Demise of Secretarial Auditor

• Mr. Ashok Patel, Practicing Company Secretary and Secretarial Auditor.
• Category and tenure: Secretarial Auditor appointed for five-year term (2025-26 to 2029-30).
• Date of demise: 16 August 2026.
• Reason for change: death of the auditor.
• Governance action: Board to appoint replacement; intimation to the Exchange will follow.

Logo change

• Company has changed its logo with effect from August 11, 2026 as part of rebranding.
• No change in nature of business or services due to logo update.

Q1 FY2027 standalone results

• Board approved unaudited standalone results for quarter ended June 30, 2026.
• Audit Committee reviewed results prior to Board approval on Aug 10, 2026.
• Revenue from operations: 225.00 lakh; total income: 228.11 lakh.
• Total expenses: 234.73 lakh.
• Employee benefits: 81.35 lakh.
• Finance cost: 0.13 lakh.
• Depreciation: 2.15 lakh.
• Other expenses: 151.10 lakh.
• PBT: -6.62 lakh; PAT: -6.62 lakh.
• EPS (not annualised): -0.00 basic, -0.01 diluted.
• Single CODM segment; segment reporting not applicable.
• Notes: IAS 34 interim financial reporting; unaudited quarter ended June 30, 2026.

Resignation details

• Name and designation: Ms. Adithi Rathore, Independent Director.
• Resignation effective: close of business hours on July 28, 2026.
• Reason: personal reasons for resignation.
• No material reasons beyond those disclosed in the resignation letter.
• Committees affected: Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee.
• Directorships in other listed entities: NIL.

Financial highlights

• Revenue from operations: ₹210.64 lakh in FY2025-26, up from ₹19.14 lakh.
• EBITDA: ₹210.64 lakh for the year.
• Profit after tax: loss ₹53.88 lakh; prior year loss ₹98.12 lakh.
• Basic/diluted earnings per share: ₹-0.02.
• Net worth declined to ₹2,013.00 lakh from ₹2,068.82 lakh.
• Dividend: no dividend declared due to losses.
• Net cash from operating activities: ₹458.30 lakh.
• Borrowings: non-current borrowings ₹727.68 lakh.
• Debt-equity ratio: 0.36x.
• Current ratio: 17.59x.
• Equity capital: ₹2,172.00 lakh; unchanged.
• Total assets: ₹2,792.72 lakh.
• Investments: ₹1,836.25 lakh.
• Dematerialised shares: 99.48% of total; physical 0.51%.
• Year-end cash position: ₹23.65 lakh.

Operations & revenue streams

• IT Support Services became core growth driver in FY25-26.
• Revenue from operations ₹205.56 lakh; other income ₹5.08 lakh; total ₹210.64 lakh.
• Employee benefits expense ₹82.11 lakh.
• Total expenses ₹264.53 lakh.
• Single operating segment; no subsidiaries or associates.
• Cash and cash equivalents at year-end ₹23.65 lakh.
• Net cash flow from investing activities ₹107.88 lakh.
• Management focus on governance readiness and regulatory compliance.

Dividend & capital

• Dividend: no dividend declared for FY2025-26.
• Equity share capital unchanged at ₹2,172.00 lakh (21,72,00,000 shares).
• Reserves: no transfer to reserves during the year.
• Postal ballots approved three new independent directors for five years: Neha Kargeti, Adithi Rathore, Kulbir Singh Sandhu.
• Approval percentages: Neha 97.70%, Adithi 98.66%, Kulbir 91.35%.
• Independent directors Manish Kumar reappointed for five years; MD Karamjeet Sidhu reappointed.

Balance sheet & liquidity

• Total assets ₹2,792.72 lakh; cash ₹23.65 lakh; trade receivables ₹37.56 lakh.
• Equity ₹2,013.00 lakh; equity share capital ₹2,172.00 lakh.
• Non-current borrowings ₹727.68 lakh.
• Current liabilities ₹52.04 lakh.
• Investments ₹1,836.25 lakh.
• Loans and advances (short-term) ₹841.51 lakh.
• Demat shares comprise 99.48% of total; physical 0.51%.
• Net cash from operating activities ₹458.30 lakh.

Governance & leadership

• Board comprises 6 directors: 2 executive, 4 independent; chair is an executive director.
• KMP: MD, CFO, Company Secretary & Compliance Officer.
• Statutory auditors: M/s H Rajen & Co; Secretarial: M/s Ashok Patel & Associates.
• Internal auditors: M/s H.M. Shah & Co.
• Secretarial audit MR-3 flagged multiple compliance gaps; management actions planned.
• Guddi Bajpai appointed Company Secretary & Compliance Officer on 04 Feb 2026.

Audits & compliance

• Independent Auditor’s Report: unqualified; no fraud; no material qualifications.
• Tax: no current-year tax expense; disclosures as per AS.
• Internal financial controls: adequate and operating effectively.
• Going concern: management statements indicate ongoing operations; no material uncertainty noted.
• Cost audit not applicable.

Strategic transformation & risks

• Strategic shift to technology-enabled services with governance-driven framework.
• Growth initiatives include Payment Gateway, Payment Switch, and potential Payment Bank (licensing required).
• Outlook depends on regulatory approvals, cyber security, and execution discipline.
• CSR not applicable; sustainable value creation remains the objective.