Star Housing Finance Ltd

Action

• Ind-Ra migrated SHFL's NCDs and bank facilities to IND D(ISSUER NOT COOPERATING).

Instruments & Sizes

• NCDs INR 2,500 million and bank facilities INR 4,500 million now IND D(ISSUER NOT COOPERATING).

Cooperation & Information

• Issuer did not participate; rating based on best available information; default status noted.

Outlook & Caution

• No forward-looking credit view due to non-cooperation; caution advised for investors.

Postal ballot for independent directors

• Postal ballot notice issued to appoint three independent directors.
• Proposed independent directors listed with DINs.
• Cut-off date for voting: 7 August 2026.
• E-voting window: 15 Aug 2026 09:00 IST to 13 Sep 2026 17:00 IST.
• Postal ballot notices issued via physical copies not dispatched; remote e-voting only.
• Results to be announced on 15 Sep 2026 and filed with ROC.
• Voting platform: ivote.bigshareonline.com; website postings for notices.
• Eligibility based on paid-up value on cut-off date.

Resolutions

• Item 1 (Ordinary): appoint Yogesh Limbachiya as Nominee Director; term per Debenture Trust Deed.
• Item 2 (Special): appoint Shweta Mehta as Independent Director for 1 year; independence confirmed.
• Item 3 (Special): appoint Abhaykumar J. Pal as Independent Director for 1 year; independence confirmed.

Voting status

• Outcome not disclosed in the filing; results to be announced after e-voting.

Shareholder impact

• Adds Nominee and Independent Directors; enhances governance with SEBI Listing Regulations and LODR compliance.

LOI overview

• Proposed sale of 2,64,78,962 shares (33.52%) to Cateye Consultancy.
• LOI dated 16 July 2026; intimation received 13 August 2026.
• Nature: preliminary, non-binding; subject to due diligence, price negotiation, and SPA.
• Seller list includes promoters and promoter group; company not a party to LOI.
• Regulatory approvals include SEBI guidance and RBI consent for housing finance company.
• There is no certainty the transaction will be consummated.

Overall Compliance Status

• Not fully compliant with SEBI LODR across several provisions.

Key Non-Compliances

• Board size below minimum required: five directors versus six.
• Director vacancy not filled within regulatory three-month window.
• Audit Committee membership reduced below minimum due to resignations.
• NRC membership below minimum because of resignations.
• SRC membership below minimum due to resignations.
• Non-disclosure of resignation details of a key managerial person.
• Not submitted annual audited financial results for the year.
• Website disclosures not updated timely for all required items.
• Reg 46: incomplete website disclosures due to technical constraints.

Remedial Actions

• Directors are being appointed to reach required board strength.
• Committees are being reconstituted following resignations.
• Disclosures of KMP resignations to stock exchange completed.
• Plan to file annual results within regulatory timelines.
• Website disclosures to be updated promptly, addressing issues.

Board and Committee Composition

• Board consists of five directors, below minimum six.
• Audit Committee below minimum; resignations affected independence mix.
• NRC composition below minimum due to ongoing vacancies.
• SRC composition below minimum with ongoing reconstitution.

Website and Disclosure Practices

• Website remains functional but certain disclosures are delayed.
• Timeliness of mandatory disclosures not fully achieved.
• Some updates delayed due to technical/resource constraints.

Subsidiary Compliance

• No subsidiary company.

Regulatory Actions

• No regulatory actions by SEBI or stock exchanges reported.

Special Situations

• No insolvency, liquidation, or exemption status reported.

Regulation 74(5) certificate

• Certificate under Regulation 74(5) received from RTA for the reporting quarter.
• No explicit processing status of dematerialisation/rematerialisation is provided.

Promoter reclassification decision

• Board declines to reclassify promoters from Promoter Group to Public at this time.
• Decision based on liquidity position, repayment challenges, statutory dues, investor discussions, and revival efforts.
• Board met via video conferencing on 11 July 2026 to consider the request.
• No change in promoter status approved at this stage.

Appointment of Independent Director

• Appointment of Abhaykumar J. Pal as Additional Director, Non-Executive Independent.
• Effective from 08 July 2026 for a one-year term.
• Subject to shareholders' approval.
• Corrects earlier typographical error; date is 08 July 2026.
• Profile: Practising Company Secretary; ICSI Fellow; NBFC governance expert.
• Disclosures: No relationship with other directors.
• Impact: Adds Independent Director to the board.

Appointment of Additional Non-Executive Independent Director

• Appointment approved as Additional Non-Executive Independent Director, effective 7 July 2026.
• Term is one year, subject to shareholders' approval.
• Appointed by Board via circulation.
• Name and designation: Mr. Abhaykumar J. Pal, Non-Executive Independent Director.
• Brief profile: Practising Company Secretary with NBFC governance and regulatory compliance expertise.
• Inter-director relationship: None disclosed.
• Not debarred from holding office by SEBI or other authorities.
• Appointment subject to shareholders' approval.
• Board-level impact: Adds Independent Director to the Board.

Promoter to Public reclassification

• Letters dated 1 July 2026 seek reclassification from Promoter Group to Public.
• Akme Automobiles Private Limited: 31,653 shares, 0.04% equity.
• Promoter Group holders Shantilal Jain, Yashpal Velchand Jain, Leeladevi Jain hold 0 shares.
• Company will take steps under Regulation 31A to process reclassification.
• Copies of request letters enclosed with the filing.