Annual secretarial compliance report for the year ended March 31, 2025

IndoStar Capital Finance has filed its Annual Secretarial Compliance Report for FY 2024-25, prepared by Mehta & Mehta, Company Secretaries. The report flags a few compliance gaps: (1) Board composition was short of the SEBI requirement that at least one-third of directors be independent, after Independent Director Mr. Bobby Parikh's term ended on March 4, 2025, leaving only 2 Independent Directors on the board; (2) the Nomination & Remuneration Committee was not properly constituted because its chairperson, Ms. Naina Krishna Murthy, was also the Chairperson of the Board, which SEBI rules do not permit. Both issues have since been fixed — Mr. Mohan (DIN: 10743626) was appointed as an Independent Director effective April 21, 2025, and Mr. Hemant Kaul was named Chairperson of the NRC on April 29, 2025 (he is not the Board/Company Chairperson). Two small fines from FY 2023-24 (Rs. 11,800 each from BSE and NSE for late intimation of a fundraising board meeting, and Rs. 23,600 for late record-date advance notice) were paid, and the company has since implemented a Compliance Tool along with a maker-checker system to avoid repeat lapses. Other areas such as insider trading, related party transactions, policies, website disclosures, and director disqualifications were reported as compliant.