Sword-Edge Commercials Limited has issued its postal ballot notice dated February 27, 2026, seeking shareholder approval for the appointment of three independent directors. The company distributed the notice exclusively through electronic mode to shareholders whose names appear on the Register of Members as of the cut-off date of February 20, 2026.

Postal Ballot Framework and Timeline

The board has established a comprehensive framework for the postal ballot process, with voting conducted exclusively through remote e-voting. The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities to all members.

Director Appointments for Shareholder Approval

The postal ballot notice contains three special resolutions for the appointment of independent directors, all initially appointed as additional directors on January 19, 2026. Each appointment is proposed for a five-year term from January 19, 2026, to January 18, 2031.

Professional Background and Expertise

Ms. Neha Kargeti brings over 10 years of experience in company law, finance, and business law. She is a qualified Company Secretary with B.com (HONS.) from Delhi University and currently works as a content writer while having produced numerous ad films.

Ms. Adithi Rathore is a professional actor with over 12 years of experience in highly regulated, contract-driven media environments. Her expertise includes stakeholder engagement, regulatory discipline, and reputational sensitivity, supporting effective governance and compliance.

Mr. Kulbir Singh Sandhu has over 20 years of experience in automobile and logistics sectors, with exposure to fintech and digital business models. He contributes practical industry knowledge to board governance and decision-making processes.

Scrutinizer and Compliance Framework

The board has appointed Mr. Ashok Patel, Practicing Company Secretary (F.C.S. No. 10977, C.O.P. No. 15326), as the scrutinizer for conducting the postal ballot process. The results will be declared within two working days from the conclusion of e-voting and communicated to BSE Limited under scrip code 512359.

Regulatory Compliance and Communication

The postal ballot process complies with Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and various MCA circulars. The notice is available on the company's website at www.Swordedge.in , and shareholders can access detailed voting instructions through the NSDL e-voting platform.

Sword-Edge Commercials Limited has filed its Statement on Impact of Audit Qualifications for the financial year ended March 31, 2025, revealing multiple concerns raised by its statutory auditor regarding various aspects of the company's financial reporting and compliance. The statement, submitted under Regulations 33 and 52 of SEBI (LODR) Regulations 2015, outlines six distinct audit qualifications that highlight significant documentation and compliance issues.

Financial Performance Overview

Despite the audit qualifications, the company's financial figures remained unchanged between the audited and adjusted amounts, indicating that the qualifications did not result in numerical adjustments to the financial statements.

Major Audit Qualifications

Documentation Issues with Financial Assets: The auditor expressed concerns over inadequate documentation for current financial assets' loans and advances worth ₹1369.81 lakhs. The qualification states there were no proper documents or supporting evidence to form an opinion on these loans and advances and their relevant impact on the profit and loss account.

Investment Documentation Concerns: A separate qualification addressed non-current financial assets' investments valued at ₹1960.26 lakhs, where the auditor noted insufficient supporting evidence to draw conclusions about these investments and their impact on financial statements.

Trade Balances Confirmation Issues: The auditor highlighted that some trade payables, trade receivables, and other financial liabilities were subject to confirmation, with their relevant impact on the profit and loss account and balance sheet being unascertainable.

Compliance and Regulatory Issues

Outstanding Statutory Dues: The company faces a material concern regarding non-payment of statutory obligations. As of March 31, 2025, Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) payments worth ₹1.02 lakhs remained outstanding, creating potential legal and financial repercussions.

Trading Suspension: The auditor drew attention to the suspension of the company's equity shares trading on BSE and NSE with effect from February 13, 2025, which continued as of the audit report date. Management attributed this suspension to non-compliance with SEBI (LODR) Regulations 2015 and non-payment of annual listing fees to BSE Limited.

Accounting Software Non-Compliance: The company was found non-compliant with Rule 3(1) of the Companies (Accounts) Rules, 2014, as it was not maintaining books of accounts in software with Edit Log feature, limiting the auditor's ability to independently verify changes to financial records.

Management Response

The company's management provided explanations for each qualification, stating that loans and advances were made under proper board authority as per Section 186 of the Companies Act, 2013. For the outstanding statutory dues, management assured imminent compliance and payment. Regarding the trading suspension, the company indicated it was in the process of addressing the compliance issues. For the accounting software matter, management stated that software development was underway to ensure future compliance.

The statement was signed by key officials including Chhayaben Parmar (Chairman and Director of Audit Committee), CA Rajendra Desai (Statutory Auditor), Karamjeet Sidhu (Managing Director), and Sakshi Jhala (CFO), and was dated August 14, 2025, from Mumbai.