Swadha Nature Ltd’s filings present a clean audit trail on the surface, five years of unqualified opinions, but the record is undercut by a persistent contradiction: the Secretarial Audit Report for FY2024, FY2025, and FY2026 each carries a qualification on promoter dematerialisation and non-filing of e-form MSME-1, while the auditor has reported unregistered Core Investment Companies inside the Group in the FY2024-25 Annual Report.
Key findings
- Promoter shares have not been dematerialised for five years, and two executive directors resigned together
Major- The Secretarial Audit Report has flagged non-compliance with SEBI LODR Regulation 31(2) on promoter share dematerialisation in every year from FY2022 through FY2026. Mr. Manoj Kumar Saraf and Mr. Sanjeev Saraf both resigned as Executive Directors effective 10 October 2025. Mr. Manoj Saraf and Mr. Sanjeev Saraf each reported last remuneration drawn as “Nil”. - The company is pursuing an NCLT-sanctioned capital reduction to absorb accumulated losses
Major- Shareholders approved a Scheme of Reduction of Capital under Section 66 of the Companies Act on 28 May 2026, citing accumulated losses that have eroded net worth. The company has regrouped and reclassified previous-year figures in each of the last three annual filings, stating that current-year figures are not strictly comparable. - Audit opinions are unqualified, but earlier PP&E verification gaps and recurring secretarial qualifications persist
Minor- The statutory auditor issued an unqualified opinion in each year from FY2022 through FY2026. In FY2022 and FY2023 the auditor could not verify Property, Plant and Equipment records because they were not produced; the issue was resolved from FY2024 onward. The Secretarial Audit Report for FY2024, FY2025, and FY2026 each carries a qualification on promoter dematerialisation and non-filing of e-form MSME-1.
What to watch
- Identification of the three Group CICs. The auditor’s FY2024-25 CARO report states it “did not separately evaluate accuracy/completeness” of the information that three CICs form part of the Group.
- Promoter dematerialisation and board vacancies. The next AGM for FY2026 will show whether the non-demat qualification is repeated for a sixth year and whether new directors are appointed after the October 2025 resignations.
- NCLT sanction of the capital reduction. No scheduled date; the scheme was approved by shareholders on 28 May 2026 and remains subject to NCLT approval.
- Next statutory auditor appointment. P H Shah & Co.’s 5-year term expires at the conclusion of the 38th AGM in 2030.
Bottom line: This is a record where the audit opinions are clean but the entity itself is not clearly defined. The gap between what the Board reports and what the auditor describes, five years of non-demat promoter shares, and an NCLT capital reduction that may reshape the balance sheet without resolving the disclosure gap, makes the group structure the central question. Watch whether the CICs are ever named or registered.