Annual Secretarial Compliance Report for the year ended March 31, 2025.
SWANDEF · price
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Swan Defence and Heavy Industries has filed its Annual Secretarial Compliance Report for FY25, which lists 10 instances of non-compliance with SEBI LODR Regulations, most stemming from the company's exit from the Corporate Insolvency Resolution Process (CIRP) that began in January 2020. The most material issue is the minimum public shareholding (MPS) breach — promoter Hazel Infra Limited holds 94.91% of equity (5 crore shares allotted Dec 8, 2023) versus the required 25%, pushing the stock into the trade-for-trade (weekly settlement) segment from Jan 29, 2025. Other major lapses include delayed quarterly results (Dec 2022 to June 2024, submitted only on Nov 11, 2024), a 444-day delayed annual report, missing Company Secretary for nearly a year, and inadequate Board/Audit Committee/NRC/SRC composition. Total fines of roughly ₹3.66 crore were levied by BSE and NSE; of this, ₹3.77 crore in pre-resolution-plan fines was waived, while ~₹88.7 lakh post-takeover fines stood. Statutory auditor M/s Pipara and Co LLP resigned in Oct 2024 and was replaced by M/s N. N. Jambusaria & Co. The Board has formed a committee to restore MPS via QIP, Rights Issue, or FPO.
The MPS breach and trade-for-trade segment status continue to restrict share liquidity and keep the stock off normal rolling settlement — a key overhang until the promoter dilutes holdings. While the new management has cleared most backlogs, outstanding ~₹88.7 lakh in fines and pending Board-approved dilution plans keep compliance and governance risk elevated for shareholders.