To,
The Members of
Star Housing Finance Limited
The Board of Directors are pleased to present the Company's Twentieth
Director's Report and the Audited Financial Statement for the Financial Year
("FY") ended March 31, 2025.
COMPANY OVERVIEW
Star Housing Finance Limited ("Star HFL") is BSE listed rural
focused housing finance company operational in the affordable housing finance space
helping achieve the dreams of the first-time home buyers from the Economic Weaker Section
/ Low Income Group to own their first house through simple and easy processes.
Since the commencement of our home loan business operations in Sep
2009, Star HFL has worked with the intent to enable homeownership through providing
housing finance to target EWS/LIG customers in semi-urban and rural geographies. Star HFL
is managed by a team of experienced housing finance professionals with strong domain at
experience at regional and national level. Star HFL offers retail home loans up to INR 25
lakhs.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Company's financial performance for the Financial Year ended March
31, 2025, is summarized as below:
| PARTICULARS |
YEAR ENDED 31 MARCH, 2025 |
YEAR ENDED 31 MARCH, 2024 |
| Gross Income |
9,496.27 |
6,163.55 |
| Less : Finance Cost |
4,649.05 |
2,782.78 |
| Employee Benefit Exp. |
1,857.46 |
1,320.53 |
| Overhead |
976.80 |
666.15 |
| Depreciation |
81.68 |
66.71 |
| Impairment of Financial instruments |
512.47 |
180.26 |
| Profit Before Tax |
1,418.81 |
1147.12 |
| Less : Provision for taxation |
308.90 |
258.79 |
| Profit After tax |
1,109.91 |
888.33 |
| Balance Brought Forward from last year |
2,243.30 |
1,627.49 |
| Appropriations |
1,109.91 |
888.33 |
| Transfer from ESOP Reserve |
236.29 |
- |
| Transferred to Statutory Reserve under Section 36(1)(viii) of
the Income Tax Act, 1961 read with Section 29C of National Housing Bank Act, 1987 |
283.76 |
229.42 |
| Transferred to General Reserve |
- |
- |
| Others |
73.56 |
43.10 |
| Balance Carried over to the Balance Sheet |
3,232.18 |
2,243.30 |
| Return on Net Worth (%) |
8.02% |
7.42% |
| Return on Total Assets (%) |
2.12% |
2.29% |
| EPS (Rs.) |
1.41 |
1.14 |
| Debt Equity Ratio (times) |
2.81 |
2.41 |
| Average Cost of Funds (%) |
12.78% |
11.50% |
| Average Yield on advances (%) |
19.24% |
16.96% |
| Net Interest Margin (%) |
7.69% |
7.86% |
BUSINESS PERFORMANCE
| KEY FACTORS |
2024-25 |
2023-24 |
GROWTH (%) |
| Loan Portfolio (Rs. In Lakhs) |
52,069.78 |
42,686.39 |
21.98% |
| EPS (Basis) (in Rs) |
1.41 |
1.14 |
23.20% |
| CRAR (%) |
50.55% |
54.65% |
-7.51% |
Note: Figures of the previous year/ period have been regrouped and/or
reclassified whenever necessary while preparing the statement as per IND-AS requirements.
DIVIDEND
The Company has in place a Dividend Distribution Policy formulated in
accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which
intends to ensure that a rationale decision is taken, with regard to the amount to be
distributed to the shareholders as dividend, after retaining sufficient funds for the
Company's growth, to meet its long-term objective and other purposes. The Policy also lays
down various parameters to be considered by the Board of Directors of the Company before
recommendation of dividend to the Members of the Company.
Considering the performance of the Company during the financial year
2024-2025, the Board of Directors felt the need to strike a balance between being prudent
and conserving capital in the Company, while at the same time catering to the expectations
of shareholders and also considering the Dividend Distribution Policy and in terms of RBI
Circular No. DOR.ACC.REC.No.23/21.02.067/2021-22 dated 24th June, 2021, have recommended
payment of final dividend amounting to Rs. 0.10 per equity share of Rs.5/- for the
financial year ended March 31, 2025 in its meeting held on 14th August 2025. The dividend
payable shall be subject to the approval of the Members at the ensuing twentieth Annual
General Meeting (‘AGM') of the Company.
The dividend declared by the Company for the Financial Year ended 31st
March, 2025 is in compliance with the Dividend Distribution Policy of the Company. The
Dividend Distribution Policy is available on the website of the Company at https://www.starhfl.com/wp-content/uploads/2024/08/Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
During the year under review, your Company appropriated Rs. 283.76
Lakhs to the Statutory Reserve under Section 36(1) (viii) of the income Tax Act, 1961 read
with Section 29C of National Housing Bank (NHB) Act, 1987 out of the amount available for
appropriation and an amount of Rs. 1,109.91 Lakhs is proposed to be retained in the Profit
and Loss Account.
SHARE CAPITAL
Authorized Share Capital
During the year, the company's Authorized share capital remain
unchanged. Hence, the authorized share capital of the Company as at March 31, 2025 is Rs.
50,00,00,000/- (Rupees Fifty Crore only) consisting of 10,00,00,000 (Ten Crore) equity
shares of Rs. 5/- (Rupees Five) each.
Issued and Paid-up Capital
The paid-up Equity Share Capital of the Company at on March 31, 2025 is
Rs. 39,48,19,740/- (divided into 7,89,63,948 Equity Shares of Rs. 5/- each).
During the year under review:
1) The Board of Directors of the Company in their meeting held on 18th
June, 2024 has allotted 60,000 fully paid up equity shares of face value Rs. 5/- each
under "Akme Employee Stock Option Plan 2021." A certificate from the Secretarial
Auditors on the implementation of your Company's ESOP will be available at the ensuing
Annual General Meeting ("AGM") for inspection by the Members. The
disclosure with regard to ESOP as required under the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations 2021 is available on the website of the Company at
www.starhfl.com and also disclosed in the accompanying financial statements.
2) The Board of Directors of the Company in their meeting held on 25th
July, 2024 has issued and allotted 1,83,332 Equity Shares of Rs. 5/- each at an issue
price of Rs. 64/- per Equity Share including share premium of Rs. 59/- per equity share,
against exercise of Warrants.
Changes after the Financial Year:
Lapse of Warrants and Forfeiture of Subscription Amount:
The Company had allotted 93,78,500 warrants on December 28, 2023, at an
issue price of Rs. 64/- per warrant, each convertible into one equity share. The warrants
issued carried an exercise period of 18 (Eighteen) months within which the warrant holders
must exercise their right.
In line with the above, during the year under review, 1,83,332 equity
shares of Rs. 5/- each were allotted upon exercise of warrants on July 25, 2024, at an
issue price of Rs. 64/- per share, including a share premium of Rs. 59/- per share. The
remaining unexercised warrants got lapsed upon expiry, and the 25% upfront subscription
amount paid by the allottees was forfeited by the Company.
Apart from above, the Company has not issued any shares or convertible
securities.
EMPLOYEE STOCK OPTION PLAN
a) During the year under review, your Company has allotted 60,000
Equity Shares under the "Akme Employee Stock Option Plan 2021" to the
eligible Employee of the Company on June 18, 2024.
Total 30,19,700 options under the "Akme Employee Stock Option
Plan 2021" are available for future grants as these were not exercised by the
employees within the exercise period and were added back to the pool of the scheme for
grant in future. 1,20,000 options are yet to exercise under the said scheme.
b) During the year under review, your Company has granted 77,00,000
stock options (convertible into 77,00,000 Equity Shares of the company, upon exercise )
under "Star Housing Finance Limited Employee Stock Option II 2023"
("ESOP 2023"/ "Plan") to the Eligible employees of the Company.
However, all the granted options were surrendered by the eligible employees. These ESOPs
are added back to the pool of the scheme for grant in future.
CREDIT RATING
The following ratings have been reaffirmed/assigned to the Company for
its Bank Loan and Non-Convertible Debentures (NCDs) during the Year by India Ratings &
Research Agency & Care Edge Ratings Agency:
| NAME OF RATING AGENCY |
FACILITIES |
LIMITS (IN MILLION) |
TENURE |
RATING |
RATING ACTION |
| 1 India Ratings & Research Agency |
Bank Loan |
INR 4500 |
Long Term |
IND BBB/Stable |
Affirmed |
| 2 India Ratings & Research Agency |
Non-Convertible Debentures (NCDs) |
INR 500 |
Long Term |
IND BBB/Stable |
Affirmed |
| NAME OF RATING AGENCY |
FACILITIES |
LIMITS (IN MILLION) |
TENURE |
RATING |
RATING ACTION |
| 1 CARE Ratings Limited |
Long-term bank facilities |
INR3000 |
Long Term |
CARE BBB; Stable |
Reaffirmed |
The following ratings have been reaffirmed/assigned to the Company for
its bank facilities after the Closure of financial Year by India Ratings & Research
Agency
| NAME OF RATING AGENCY |
FACILITIES |
LIMITS (IN MILLION) |
TENURE |
RATING |
RATING ACTION |
| 1 India Ratings & Research Agency |
Bank Loan |
INR 4500 |
Long Term |
IND BBB/Stable |
Affirmed |
| 2 India Ratings & Research Agency |
Non-Convertible Debentures (NCDs) |
INR 500 |
Long Term |
IND BBB/Stable |
Affirmed |
TERM LOANS
A. BANKS AND FINANCIAL INSTITUTIONS
During the Financial Year 2024-25, your company raised term loans of
Rs. 175 crores from the following institutions:
| NAME OF THE INSTITUTION |
AMOUNT RAISED (RS. IN LAKHS) |
| 1 Indian Overseas Bank |
1,000 |
| 2 Mas Financial Services Limited |
5,000 |
| 3 Northern Arc Capital Limited |
2,000 |
| 4 Poonawala Fincorp Limited |
1,000 |
| 5 Shriram Finance |
1,000 |
| 6 Sundaram Finance Ltd |
1,500 |
| 7 Suryoday Small Finance Bank |
1,000 |
| 8 Bajaj Finance Ltd |
2,000 |
| 9 LIC Housing Finance Limited |
2,500 |
| 10 ESAF Small Finance Bank |
500 |
| TOTAL |
17,500 |
The Outstanding Borrowings (other than debt securities) as on March 31,
2025 stood at Rs. 38118.23 Lakhs.
B. NON-CONVERTIBLE DEBENTURES (NCDs)
The details of outstanding NCDs of the Company as on March 31, 2025 is
as follows:
| SECURITY DESCRIPTION |
ISIN |
INTEREST RATE |
FACE VALUE PER NCD (IN RS) |
OUTSTANDING PRINCIPAL AMOUNT (IN RS.) |
| 2,000 Secured Redeemable Non-Convertible Debentures (NCD) |
INE526R07017 |
13.10% |
1,00,000 |
11,90,47,619 |
| 1,100 Senior, Secured, Rated, Listed, Transferable,
Redeemable, Taxable, |
INE526R07025 |
13.35% |
1,00,000 |
11,00,00,000 |
| Non-Convertible Debentures |
|
|
|
|
Your Company has made timely payment of interest and principal amount
on the respective due dates for NCDs issued by the Company and there has been no default
in payment. The necessary disclosures as per SEBI Master Circular no.
SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 has been disclosed to BSE Limited and
are available at the website of the Company. Further, during the year under review, the
Company has not issued any Non-Convertible Debentures.
Pursuant to NBFC-HFCs (RBI) Master Directions, 2021, the following
statement is provided -
| Total No. of NCDs which have not been claimed by the
Investors or paid by the Company after the date on which NCDs became due for redemption. |
NIL |
| Total Amount in respect of NCDs remaining unclaimed / unpaid
beyond due date |
NIL |
REVIEW OF OPERATIONS
Your Company is registered as a Non-deposit taking Housing Finance
Company (HFC) with RBI to carry out the housing finance activities in India.
In accordance with the Master Direction - Non-Banking Financial Company
- Housing Finance Company (Reserve Bank) Directions, 2021, Housing Finance Company shall
mean a Company incorporated under the Companies Act, 2013 that fulfils the following
Principal Business Criteria (PBC):
a) It is an NBFC whose financial assets, in the business of providing
finance for housing, constitute at least 60% of its total assets (netted off by intangible
assets).
b) Out of the total assets (netted off by intangible assets), not less
than 50% should be by way of housing financing for individuals.
During the year, the Company has met the aforesaid principal business
criteria for HFCs.
To build a quality loan book, your Company endeavors to adopt superior
underwriting practices backed by robust monitoring and recovery mechanism. Your Company is
committed towards improving efficiency in all its processes and service levels for its
customers.
Your Company's thrust continues to be the affordable housing segment,
with its focus on catering to the aspirations of low and middle-income Indian families who
dream to own their homes. Your Company has been facilitating credit access to the low and
middle-income self-employed customers in semi-urban and rural areas in India. The majority
of your Company's customers have limited access to formal banking credit facilities.
During the Financial Year under review, your Company delivered a
resilient performance, which is reflected in the following financial snapshot:
? Income & Profits
Total Revenue from operations increased by 54.07% to Rs. 9,49 6.27
Lakhs for the Financial Year ended March 31, 2025 as compared to Rs. 6,163.55 Lakhs for
the previous Financial Year. Profit before Tax (PBT) was 23.68 % higher at Rs. 1,418.80
Lakhs as compared to Rs. 1,147.12 Lakhs for the previous Financial Year. The Total
Comprehensive Income for the Financial Year 2024-25 increased by 21.88% at Rs. 1,071.78
Lakhs in the Financial Year as compared to Rs. 879.39 Lakhs in the Previous Financial
Year.
? Sanctions
During the Financial Year under review, your Company sanctioned housing
loans of Rs. 18,246.88 Lakhs as compared to Rs. 23,796.11 Lakhs sanctioned in the previous
Financial Year. The cumulative loan sanctions since inception of your Company stood at Rs.
81,571.83 Lakhs as at March 31, 2025.
? Disbursements
During the Financial Year under review, your Company disbursed loans of
Rs. 14,951.44 Lakhs (including off balance sheet disbursement of Rs. 1039.90 lacs) as
compared to Rs 24,072.63 Lakhs (including off balance sheet disbursement of Rs. 3,592.33
Lakhs) disbursed in the previous Financial Year.
? Capital Adequacy
The Company has been maintaining the Capital Adequacy Ratio (CAR) above
the minimum required level of 15% as prescribed by Reserve Bank of India (RBI).
The Capital Adequacy Ratio of the Company as at March 31, 2025 is 50.55
% as against 54.65 % as at March 31, 2024.
? Assets Under Management (AUM)
The AUM of your company stood at Rs. 52,069.78 Lakhs (including off
balance sheet AUM of Rs. 10,275.24 Lakhs) as at March 31, 2025 as against Rs. 42,686.39
Lakhs (including off balance sheet AUM of Rs. 4,396.10 Lakhs) in the previous financial
year, registering a growth of 21.98%
Prudential Norms for the HFCs Issued By RBI
Star Housing Finance Limited ("the Company") is registered
with the National Housing Bank (NHB) as a Non-Deposit Accepting Housing Finance Company
(HFC). Pursuant to the Reserve Bank of India's (RBI) Scale Based Regulation (SBR)
framework notified on October 22, 2021, all HFCs are classified under the Middle Layer for
regulatory purposes. This revised framework, which became effective from October 1, 2023,
covers key areas such as capital adequacy, governance, and prudential norms.
The Company has taken necessary steps to ensure full compliance with
the SBR guidelines applicable to NBFC-Middle Layer (NBFC-ML) entities.
Further, in line with RBI Circular No.
D0R.FIN.HFC.CC.No.120/03.10.136/2020-21 dated February 17, 2021 (updated as on February
27, 2025), the Company complies with the Master Direction - Non-Banking Financial Company
- Housing Finance Company (Reserve Bank) Directions, 2021 and all other applicable
regulations issued by the RBI and NHB.
Further, the Company's Non-Convertible Debentures (NCDs) issued on a
private placement basis are listed on the Wholesale Debt Market (WDM) Segment of BSE
Limited, and the Company is in compliance with the provisions of the SEBI (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Asset Classification and Provisioning Norms:
The RBI has come out with certain clarifications on Income Recognition,
Asset Classifications and Provisioning norms with a view to have a uniformity across all
the lending institutions including HFCs vide their notification dated November, 12 2021.
As per the notification, all the NBFCs have to specify the exact due dates of loan
repayment along with the methodology of SMA/NPA classifications reckoning from the due
dates, in their loan agreements. Upgradation of accounts classified as NPA to STANDARD may
be done only if entire arrears of interest and principal are paid by the borrower.
Further, the companies would also provide consumer education literature on their websites
explaining with examples, the concepts of overdue SMA and NPA classification and
upgradation of accounts. The company has been complying with these instructions
meticulously.
PROSPECTS AND DEVELOPMENTS:
There is a very huge market to be served, which needs an efficient last
mile delivery of credit, thus creating enormous opportunity for all the financial
institutions and HFCs in special. The Company continues to pursue the strategy of being
multi-product and multi-location, thus giving the distinct edge from the risk management
and scalability perspective. The focus across the product is of catering to the lower and
the middle income segment, which are the key drivers of our economy.
HOUSING FINANCE:
The Company aims at serving the middle income and the lower income
sector of the economy, especially in the semi urban and rural areas, which are reckoned to
be the key drivers of the sector in the coming decades. Full-fledged efforts are on to
execute efficiently, as per the detail planning. Being aware of the challenges involved in
serving this class of the society, a very cautious approach is adopted in building up
volumes. Nevertheless, Company is quite confident of building substantial volumes in the
near future. The Company's rural initiative will also start yielding results shortly. It
is worth mentioning that despite the creditworthy customer class, ascertaining the title
of the property remains a challenging job. The Company is actively involved with all the
stakeholders to smoothen the process and is assertive in getting the right set of
documents. We continue to endeavor relentlessly and are confident of creating a quality
portfolio and add value to the ecosystem of country's housing finance.
DISTRIBUTION NETWORK:
Your company has been successful in continuous expansion of its branch
network with a view to support its sustainable growth, deeper penetration in the states in
which the Company operates and enhancing customer reach. During the Financial Year under
review, the Company has expanded its branch network to 6 states with 35 branches as on
March 31, 2025. Your Company operates in Akola, Baramati, Chennai, Hingoli, Indore,
Jaipur, Jalgoan, Mahad, Nashik, Pune, Udaipur, Rajsamand, Surat, Dewas, Ahmednagar, Vapi,
Vyara, Pithampur, Khargone, Dhar, Chalisgaon, Kalyan, Kolhapur, Washim, Panvel, Virar,
Buldhana, Hapur, Meerut, Ghaziabad, Dudu, Mathura, Kanchipuram, Sholinghur, Vellore.
HUMAN RESOURCE MANAGEMENT:
During the year, the HR continued to provide timely on-board
experienced resources across all locations, imparting functional and system training to
develop productive resources for all the functional teams. The Company also gives an
opportunity to identify and develop the internal talent pool. The Company hired
professionals at senior positions as Functional Heads for heading the various Departments
of the Company, having relevant industry experience and expertise to strengthen and grow
the housing finance business of the Company.
The Company's success depends largely upon the quality and competence
of its Management team and Key Personnel. Attracting and retaining talented professionals
is therefore a key element of the Company's strategy and a significant source of
competitive advantage. The Company has a diverse workforce of 266 employees as on March
31, 2025. There are 244 male and 42 female employees as on the financial year end.
Human resource development is considered vital for effective
implementation of business plans. Constant endeavors are being made to offer professional
growth opportunities and recognition, apart from imparting training to the employees at
all levels. Your Company has also provided the sales training to the new recruits to
provide them better understanding of the Company and align them towards the working
culture of the Company.
Your Company will always strive to strengthen this most important
resource in its quest to have enabling human capital.
CAPITAL AND LIABILITY MANAGEMENT:
The Company in tandem with its philosophy of pursuing the mission of
"Excellence through Endeavors" will strive to maximize the shareholders' wealth.
The Company continues to pursue an efficient capital management policy, which aims at
maximizing the return on capital employed and at the same time adhering to the prudential
guidelines laid down by RBI/NHB from time to time.
The Company by virtue of its performance over the years enjoys very
good relationships with many leading banks and financial institutions. The Company could
raise the required resources from various banks and financial institutions easily. We
anticipate the same response from all our lending partners for the coming years too. The
Company anticipates credit lines from few more banks and financial institutions besides
the existing ones.
During the year, when the whole sector was looked upon as a risky
proposition, the Company could not only manage to raise the required resources but also
obtained credit lines for the coming year.
Your Company continues to command the respect and the confidence of
Bankers as their extended channel in their task of providing efficient delivery of credit.
The company acknowledges the constructive support of the Investors and Banks.
RESOURCE MOBILISATION:
Your Company's borrowing policy is under the control of the Board. The
Company has vide special resolution passed on 10th August, 2023, under Section 180 (1) (a)
& 180(1)(c) of the Companies Act, 2013, authorized the Board of Directors to borrow
money upon such terms and conditions as the Board may think fit in excess of aggregate of
paid up share capital, free reserves, security premium of the Company up to an amount of
Rs. 700 crores and the total amount so borrowed shall be within the limits as prescribed
under the regulatory directions issued from time to time. The prevalent relevant
directions issued by RBI under Master Direction - Non-Banking Financial Company - Housing
Finance Company (Reserve Bank) Directions, 2021 as amended are being complied with.
Your Company continued to use a variety of funding sources to optimize
funding costs, protect interest margins and maintain a diverse funding portfolio which
further strengthened its funding stability and liquidity needs. Your Company continued to
keep tight control over the cost of borrowings through negotiations with lenders and thus,
raised resources at competitive rates from its lenders while ensuring proper asset
liability match.
Your Company continued to diversify its funding sources by exploring
the Capital Market through private placement to Financial Institution, Banks, NHB
Refinance, NHB SRF (Special Refinance Facility Assistance), NHB's LIFT (Liquidity Infusion
Scheme).
DIRECT ASSIGNMENT AND CO-LENDING:
In line with our strategic objective to accelerate AUM growth and
deepen our presence in underserved markets,the Company has entered into a Direct
Assignment (DA) transaction to the tune of Rs. 6203.83 Lakhs and a co-lending partnership
with Vastu Housing Finance Corporation Limited (Vastu HFC), during the year under review.
Under the DA model, the Company will efficiently deploy capital to Vastu HFC, enabling us
to expand our geographic reach and optimize our balance-sheet utilization, while Vastu HFC
strengthens its retail housing portfolio.
Through the co-lending framework, the Company will originate,
underwrite and service affordable home loans - targeting over 5,000 first-time buyers in
the EWS/LIG segments across semi-urban and rural regions - leveraging Vastu HFC's capital
support, technology platform and risk-sharing mechanisms. This collaboration not only
reinforces our commitment to financial inclusion and first-time home ownership, but also
provides both organizations with mutual access to best-in-class processes, enhanced credit
flow and scalable growth in priority markets.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company, being a HFC registered with the NHB and engaged in the
business of providing loans in ordinary course of its business, is exempt from complying
with the provisions of Section 186 of the Companies Act, 2013, with respect to loans.
However, details of the loans made, guarantee given or security provided by the Company
other than in the ordinary course of business are given in the Notes to accounts forming
part of the Audited Financial Statements for the year ended March 31, 2025.
ALTERATION IN MEMORANDUM AND ARTICLES OF ASSOCIATION:
During the year under review, the Company has not made any alteration
in Memorandum and Article of Association of the Company. The Copy of the aforesaid
documents are available on the Company's website at https://www.starh-
fl.com/wp-content/uploads/2025/04/1.-MOA-and-AOA.pdf
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
The Gross NPA of your Company as on March 31, 2025 was Rs. 769.14
Lakhs; 1.84% (previous year Rs. 572.56 Lakhs; 1.50 %). The Net NPA as on March 31, 2025
was Rs. 580.65 Lakhs; 1.40% (previous year 388.90 Lakhs; 1.02%). The regulatory and
compliance reporting, has been done in accordance with the prudential guidelines for
Non-Performing Assets (NPAs) issued by the Reserve Bank of India under Master Direction -
Non Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.
A detailed comparison of asset classification as per the Ind AS
provisions and IRACP norms has been provided under Disclosures required by Reserve Bank of
India/National Housing Bank forming part of the Audited Financial Statements.
Your Company has made adequate provision for the assets on which
installments are overdue for more than 90 days and on other assets, as required. For
details on the impairment provisioning, please refer to disclosures required by RBI/NHB to
the financial statements. By way of prudence and abundant caution, Company has provided
additional provision over and above the RBI guidelines as on March 31, 2025.
The Company has maintained cumulative NPA provision of Rs. 188.49 lakhs
against the required provision of Rs. 187.91 lakhs. Further for standard assets Company
carries provision of Rs. 198.10 lakhs.
DETAILS RELATING TO DEPOSITS:
The Company has been granted registration by the Reserve Bank of India
as a non-deposit taking Housing Finance Company and hence the provisions relating to
Chapter V of the Act, i.e., acceptance of deposit, are not applicable to the Company.
BSE COMPLIANCES:
The Company has submitted compliances as required quarterly/half
yearly/ yearly in accordance with the prescribed guidelines.
Further, the annual listing fees, as prescribed, have been paid to BSE
Limited within the due time.
INVESTOR COMPLAINTS AND COMPLIANCE:
The Company has not received any investor complaints during the year
and the report of the same was submitted to BSE pursuant to SEBI (LODR) Regulations, 2015.
ONLINE DISPUTE RESOLUTION (ODR) MECHANISM:
In order to streamline the dispute resolution mechanism in the
securities market, SEBI vide its circular dated 31 July 2023, as amended from time to
time, read with Master Circular no. SEBI/HO/OIAE/OIAEJAD3/P/CIR/2023/195 dated 28 December
2023, introduced a common Online Dispute Resolution ("ODR") mechanism which
harnesses online conciliation and arbitration for resolution of all kinds of disputes
relating to securities market.
Under ODR mechanism, an investor shall first take up his/her/their
grievance by lodging a complaint directly with the concerned Market Participant viz.,
Company. If the grievance is not redressed satisfactorily at the first phase, the investor
may escalate the same through the SCORES Portal in accordance with the process laid out
therein. ODR Mechanism provides a third level of escalation, if the investor is not
satisfied with the resolution provided by the Company, the investor may initiate the
dispute through the ODR portal within the timeframe prescribed under the circular. The ODR
portal can be accessed at https://smartodr.in/login.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
In accordance with the provisions of Sections 124, 125 and other
applicable provisions, if any, of the Act, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred
to as ‘IEPF Rules') (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid
for a period of 7 (Seven) years from the date of transfer to the Unpaid Dividend Account
is required to be transferred to the Investor Education and Protection Fund (IEPF)
maintained by the Central Government. Further as per the provisions of Section 124(6) of
the Act read with IEPF Rules, the shares in respect of which dividend has not been paid or
claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to
be transferred to the designated demat account created by the IEPF Authority.
Your Company does not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there are no funds which were required to be transferred
to IEPF till the date of this Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF REPORT:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the financial statements relate till the date of this report.
EVENTS AFTER THE END OF FINANCIAL YEAR:
Listing of Equity Shares on the National Stock Exchange of India
Limited (NSE)
The Company has made an application for the direct listing of its
equity shares on the National Stock Exchange of India Limited (NSE) on July 16, 2025, with
a view to enhance liquidity, broaden investor participation, and increase visibility in
the capital markets. The listing, upon approval, is expected to provide an additional
platform for trading of the Company's shares and further strengthen corporate governance
and transparency standards.
Further, in respect thereof, the Company has made adequate and timely
disclosures to the Stock Exchange, in compliance with the applicable regulatory
requirements.
Reclassification of Promoter Shareholding
The Company has received a request from the Promoters and Promoter
Group of the Company for reclassification of their shareholding from the "Promoter
and Promoter Group" category to the "Public" category in accordance with
Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The said request is being processed in compliance with the applicable
provisions of SEBI LODR Regulations and is subject to necessary approvals from the Stock
Exchange, members of the Company and other regulatory authorities, as may be required.
PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR
THE PURCHASE OF ITS OWN SHARES:
The company has not provided any financial assistance to its employees
as per Section 67 of the Companies Act, 2013 (the ‘Act") for the purchase of its
own shares.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31, 2025, the Company does not have any subsidiaries,
associates, or joint ventures. Accordingly, the requirement of attaching Form AOC-1 is not
applicable to the Company.
PARTICULARS OF EMPLOYEES:
In terms of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
disclosures with respect to the ratio of remuneration of director to median remuneration
of employees, percentage increase in the median remuneration of the Company have been
provided in Annexure VIII annexed to this Report.
Further, statement containing details top ten (10) employees in terms
of the remuneration and employees in receipt of remuneration as required under Rule 5(2)
and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available for inspection at the Registered Office of the Company during
working hours for a period of 21 days before the date of the ensuing Annual General
Meeting. A copy of the statement may be obtained by shareholders by writing to the
Secretarial Department at the Registered & Corporate Office of the Company or at
compliance@starhfl.com.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNING AND OUTGO:
In accordance with the provision of sec 134(3) (m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules 2014 the requisite information relating to
your Company are as under:
A. Conservation of energy:
The Company does not fall under any of the industries covered by the
Companies (Disclosure of particulars of Directors) Rules, 1988.
B. Technology absorption:
Your company has successfully deployed a next generation, core housing
virtual solution to stay at the forefront of technological innovation, enhance operational
efficiency, and accelerate end to end loan processing. By integrating all branch offices
with the head office on a secure, cloud based LOS LMS platform, you have partnered with
Jaguar Software India to customize the system to your specific regional requirements. This
strategic collaboration delivers the following key benefits:
? Document Digitization: All customer and loan documents are
captured electronically, eliminating paper based workflows.
? Centralized Operations: Real time connectivity across all
branches and the corporate office ensures consistent data access and streamlined
communication.
? Accelerated Loan Processing: Automated workflows and predefined
approval hierarchies reduce turnaround times significantly.
? On Demand Reporting: Single click generation of comprehensive
reports enhances transparency and decision making.
? Robust Collaboration: An inter departmental solution fosters
seamless coordination between sales, credit, underwriting, and operations teams.
? Mobile Field Enablement: Android and iOS applications empower
field staff to submit initial documents and verification remarks immediately from customer
premises.
? Cost and Risk Reduction: Savings in logistics, handling, and
printing, coupled with minimized physical document movement, lower operational costs and
mitigate security risks.
? Enhanced Credit Analysis: Automated data capture and structured
workflows improve the consistency and quality of credit assessments.
? Enterprise Grade Security: A cloud-based platform with
end-to-end encryption and role based access control safeguards sensitive loan information.
? Maker Checker Controls: Clearly defined maker checker roles
ensure that only authorized personnel can grant final approval.
? Comprehensive Audit Trails: Digital logs preserve the complete
history of each loan transaction, facilitating audits and traceability.
? Simplified Workflows and MIS: Regular management information
system (MIS) updates provide actionable insights and reinforce process discipline.
Jaguar Software India, as your dedicated service provider, will deliver
ongoing platform upgrades and implement the latest security protocols as required,
ensuring that your solution remains both cutting edge and secure.
The RBI vide its Master Direction - Information Technology Framework
for the NBFC Sector dated November 7, 2023, which shall apply mutatis mutandis to all HFCs
also, had notified Information technology framework (guidelines) for all NBFCs including
Housing Finance companies ('HFCs') to enhance safety, security, efficiency in process
leading to benefit for HFCs and their customer.
Your company is in compliance with the aforesaid guidelines.
Your company does not have any foreign exchange earnings and outgo
during the year under review.
RISK MANAGEMENT FRAMEWORK:
With the challenging macroeconomic conditions and uncertainties, there
are heightened risks faced by the Company which can be inherent or market-related risks.
There has been a continuous focus on identifying, measuring and mitigating risks by the
Company. As a housing finance company, the Company is exposed to various risks like credit
risk, market risk (interest rate and currency risk), liquidity risk and operational risk
(technology, employee, transaction and reputation risk). A key risk in the competitive
home loans, and mortgage-backed funding in general is losing customers that transfer out
their loans for small gains in interest rates, this represents a significant loss of
opportunity to the Company given the long-term nature of mortgage loans. To identify and
mitigate all these risks, the Company has an effective Risk Management Control Framework
that has been developed compassing all the above areas.
The Company has a Risk Management Committee (RMC). The RMC has met Five
times during the year and kept an active watch on the emergent risks the Company come
across during the course of business. The Risk Management Committee oversees the process
of identification, measurement and mitigation of risks.
During the Financial Year under review, the Risk Management Committee
reviewed the risks associated with the business of your Company, undertook its root cause
analysis and monitored the efficacy of the measures taken to mitigate the same. In
addition, the Committee reviewed and approved various policies aimed at strengthening the
Company's risk management framework and ensuring alignment with regulatory and strategic
objectives.
The Board of Directors in its meeting held on June 18, 2024 has
appointed Mr. Ajit Kumar Satpathy as Chief Risk Officer of the Company for a tenure of 3
years w.e.f. July 1, 2024 to function independently and ensure highest standards of risk
management.
The Company has a Risk Management Policy in place and the same can be
accessed on the website of the Company at https://www.starhfl.com/wp-content/uploads/2023/12/1.-Risk-Management-Policy.pdf
ASSET LIABILITY MANAGEMENT COMMITTEE (ALCO):
Pursuant to the RBI Guidelines, the Company has in place a Committee of
Directors for Asset Liability Management ('ALM'). It consist of the following persons as
its members:
Mr. Kalpesh Dave -Chairman Mr. Natesh Narayanan-Member*
Mr. B.S. Kachhawaha- Member*
Mr. Ajit Kumar Satpathy -Member Mr. Anoop Saxena-Member
* Mr. B.S. Kachhawaha, Chief Compliance Officer, resigned from his
position w.e.f. 14th May 2025 and Mr. Natesh Narayanan, Chief Financial Officer, resigned
from his position w.e.f 15th June 2025
The ALCO lays down policies and quantitative limits that involve
assessment of various types of risks and shifts in assets and liabilities to manage such
risks. ALCO ensures that the liquidity and interest Rate risks are contained within the
limits laid down by the Board.
The minutes of the Committee meetings were placed before the Board for
their noting and review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Company has in place a Whistle
Blower Policy in place, which provides for a framework to report the genuine concerns
against the suspected or confirmed fraudulent activities, allegations of corruption,
violation of the Company's Code of Conduct and leak or suspected leak of unpublished price
sensitive information.
The Company will provide adequate safeguards against victimization of
persons who use this mechanism. Such persons shall have direct access to the Chairman of
the Audit Committee when appropriate.
The whistle blower policy is placed on the website of the Company and
can be accessed at https://www.starh-
fl.com/wp-content/uploads/2073/06/Vigil-Mechanism-Whistle-Blower-Policy.pdf
During FY 2025, no person was denied access to the Audit Committee or
its chairperson under this policy.
CODES AND STANDARDS
Your Company has formulated various policies and codes in compliance
with provisions of Directions and Guidelines issued by the Reserve Bank of India,
Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and to ensure high ethical standards in the
overall functioning of the organization. The said policies and codes are periodically
reviewed by the Board of Directors. The key policies and codes as approved by the Board of
Directors and the respective compliance thereunder are detailed herein below:
a) Know Your Customer & Anti Money Laundering Measure Policy
Your Company has approved Know Your Customer & Anti Money
Laundering Measure Policy (KYC & AML Policy) in place and adheres to the said Policy.
The said Policy is in line with the Reserve Bank of India, Master Directions - 2016 on KYC
and AML applicable to all regulated entities. The Company has also adhered to the
compliance requirement in terms of the said policy relating to the monitoring and
reporting of cash / suspicious transactions. The Company furnishes to Financial
Intelligence Unit (FIU), India, in the electronic medium, information of all cash
transactions of the value of more than Rupees Ten Lakh or its equivalent in foreign
currency and suspicious transactions whether or not made in cash, in terms of the said
Policy. The policy is placed on the website of the Company and can be accessed at https://www.starhfl.com/wp-content/uploads/7073/17/Policy-on-KYC-and-AMI-Standards-Final-7-.pdf
b) Fair Practice Code
Your Company has in place a Fair Practice Code (FPC), which includes
guidelines on appropriate staff conduct when dealing with the customers and on the
organization's policies vis-a-vis client protection. The FPC captures the spirit of the
Reserve Bank of India guidelines on fair practices for Housing Finance Companies. During
the year under review, FPC was modified by the Board and the grievance redressal mechanism
within the Company was further strengthened. The policy is placed on the website of the
Company and can be accessed at https://www.starhfl.com/wp-content/up-
loads/7073/17/Fair-practice-Code.pdf
c) Policy on Disclosure of material events and information
The Company has in place the Policy on Disclosure of Material Events
and Information, in accordance with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to determine the events and
information which are material in nature and are required to be disclosed to the Stock
Exchanges. The policy is placed on the website of the Company and can be accessed at https://www.starhfl.com/wp-content/uploads/2024/08/-
Disclosure-of-policy-for-determination-of-materiality-of-events-or-information.pdf
d) Code of Conduct for Board Members and the senior management
The Company has adopted Code of Conduct for the Board of Directors and
the Senior Management Personnel to set forth the guiding principles on which the Company
and its Board and Senior Management Personnel shall operate and conduct themselves with
multitudinous stakeholders, government and regulatory agencies, media and anyone else with
whom it is connected. The policy is placed on the website of the Company and can be
accessed at https://www.starh-
fl.com/wp-content/uploads/2023/02/Code-of-conduct-of-Board-of-Directors-and-Senior-Management-Personnel.pdf
e) CEO & CFO Certification
The Chief Executive Officer(CEO) and Chief Financial Officer (CFO) have
certified to the Board in accordance with Regulation 17(8) read with Part B of Schedule II
of the Listing Regulations pertaining to CEO/CFO certification for the financial year
ended March 31, 2025, which is annexed hereto as Annexure VII
f) Code for Prevention of Insider Trading Practices
The Company has formulated and adopted a Code for Prevention of Insider
Trading Practices in accordance with the model code of conduct as prescribed under the
Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018, as amended. The code lays down guidelines, which includes procedures to
be followed and disclosures to be made while dealing in the shares of the Company. The
code is applicable to the promoters, directors, senior designated employees and their
dependents and the said persons are restricted from dealing in the securities of the
Company during the 'restricted trading periods' notified by the Company, from time to
time.
g) Code of Business Ethics (COBE)
The Company has adopted a Code of Business Ethics (COBE) which lays
down the principles and standards that govern the activities of the Company and its
employees to ensure and promote ethical behavior within the legal framework of the
organization.
The Company is committed to provide a healthy environment to all the
employees and thus does not tolerate any sexual harassment at workplace. The Company has a
Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at
Workplace and an Internal Complaints Committee (ICC) has been constituted there under. The
Policy's primary objective is to protect the women employees from sexual harassment at the
place of work and also provides for punishment in case of false and malicious
representations. All employees are covered under the policy. No complaints were received
from any employee during the Financial Year 2024-25, and therefore, no complaints were
outstanding for redressal as of March 31, 2025.
The policy is placed on the website of the Company and can be accessed
at https://www.starhfl.com/wp-content/up- loads/2023/03/Star
Anti-Sexual-Harrasment-Policy 1.0.pdf
h) Comprehensive Risk Management Policy
The Company is committed to manage its risk in a proactive manner and
has adopted a structured and disciplined approach to risk management by developing and
implementing risk management framework. With a view to manage its risk effectively your
Company has in place a Comprehensive Risk Management Policy which covers a formalized Risk
Management Structure, along with other aspects of risk management i.e. credit risk
management, operational risk management, market risk management and enterprise risk
management. The Risk Management Committee of the Board, on periodic basis, oversees the
risk management systems, processes and minimization procedures of the Company.
i) Corporate Social Responsibility (CSR) Policy
The Company has Corporate Social Responsibility Policy (CSR Policy), as
per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014,
as amended, which, inter-alia, lays down the guidelines and mechanism for undertaking
socially useful projects for welfare and sustainable development of the community at
large. As per the provisions of Section 135 of the Companies Act, 2013, the Company has
constituted a Corporate Social Responsibility Committee. The Committee assists the Board
in fulfilling its duty towards the community and society at large by identifying the
activities and programmers that can be undertaken by the Company, in terms of the
Company's CSR Policy. The composition of the CSR Committee and its terms of reference are
given in the Corporate Governance Report forming part of this Annual Report.
The brief outline on CSR activities is mentioned in Notes to Financial
Statements forming part of the Annual Report. The policy is available on the Company's
website https://www.starhfl.com/wp-content/uploads/2024/09/CSR-Policy SHFI.pdf
j) Remuneration Policy
The Nomination and Remuneration Committee had laid down criteria for
determining Director's Qualification, Attributes and Independence of a Director,
remuneration of Directors, Key Managerial Personnel and other employees and criteria for
evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation
process of the same. In this respect the Company framed the Remuneration Policy in order
to align with various provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and RBI Circular DOR.GOV.REC.No. 29/18.10.002/2022-23
dated 29th April, 2022. The policy may be accessed on the Company's website at https://www.star-
hfl.com/wp-content/uploads/2023/06/Remuneration-Policy.pdf
k) Related Party Transactions Policy
The Company has a Related Party Transaction Policy, intended to ensure
requisite approval, reporting and disclosure of transactions between the Company and its
related parties. The said policy also defines the materiality of related party
transactions and lays down the procedures of dealing with related party transactions.
During the year under review, the Related Party Transaction Policy was amended to align
the same with the requirements of Companies (Amendment) Act, 2015 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy is placed on the website of the Company and can be accessed at https://www.starhfl.com/wp-con-
tent/uploads/2023/02/2.-RPT-Policy SHFI.pdf
l) Familiarisation Programme for Independent Directors
The objective of a familiarisation programme is to ensure that the
non-executive directors are updated on the business environment and overall operations of
the Company. This enables the non-executive directors to make better informed decisions in
the interest of the Company and its stakeholders. The policy is placed on the website of
the Company and can be accessed at https://www.starhfl.com/disclosure-under-regulation-46-of-sebi-lodr-2015/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company comprises of Seven [7] Directors
of which one [1] is Executive Director; One [1] is Whole-time Director & Chief
Executive Officer & Five [5] are Non - Executive Independent Directors including one
woman Director as on March 31, 2025 who brings in a wide range of skills and experience to
the Board.
? Retirement of Director by rotation
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and Articles of Association of the Company, Mr. Kalpesh Dave, Executive Director
& CEO of the Company, who is liable to retire by rotation, has offered himself for
re-appointment at the ensuing twentieth Annual General Meeting of the Company. A
resolution for his re-appointment is being proposed at the twentieth Annual General
Meeting and his profile is included in the AGM notice.
? Composition of the Board as on March 31, 2025
| DIN |
NAME OF DIRECTORS |
CATEGORY OF DIRECTORS |
| 08221964 |
Mr. Kalpesh Dave |
Executive Director & Chief Executive Officer |
| 02041197 |
Mr. Kavish Jain |
Executive Director |
| 06964564 |
Mr. Amlendra Prasad Saxena |
Non-Executive & Independent Director |
| 09724549 |
Mr. Ajith Kumar Lakshmanan |
Non-Executive & Independent Director |
| 07653773 |
Mrs. Neelam Tater |
Non-Executive & Independent Director |
| 06593113 |
Mr. Pradip Kumar Das |
Non-Executive & Independent Director |
| 03498879 |
Mr. Chinnathambi Ilango |
Non-Executive & Independent Director |
Based on the confirmations received, none of the Directors are
disqualified from being appointed/re-appointed as a director in terms of Section 164 the
Companies Act, 2013, a Certificate from M/s. D. M. Zaveri & Co. Practicing Company
Secretaries regarding the Non-disqualification of Directors from being appointed/continue
for the office of Director in your Company is placed as Annexure VI.
? Composition of the Key Managerial Personnel (KMP) as on March 31,
2025
| NAME OF DIRECTORS |
CATEGORY OF DIRECTORS |
| 1 Mr. Kalpesh Dave |
Chief Executive Officer |
| 2 Mr. Natesh Narayanan |
Chief Financial Officer |
| 3 Mr. Anoop Saxena |
Chief Operating Officer |
| 4 Mr. Shreyas Mehta |
Company Secretary & Compliance Officer |
| 5 Mr. B.S. Kachhawaha |
Chief Compliance Officer |
| 6 Mr. Ajit Kumar Sathpathy |
Chief Risk Officer |
| 7 Mr. Sandeep Kadam |
Chief Business Head |
? During the year following changes took place in the Board of
Directors / KMP / Senior Managerial Personnel of Company:
| NAME OF DIRECTORS/ KMP |
DESIGNATION |
APPOINTMENT/ RESIGNATION |
DATE OF CHANGE |
| 1 Mr. Ashish Jain |
Chairman and Managing Director |
Resignation |
28.06.2024 |
| 2 Mr. Kalpesh Dave |
Additional Director & CEO |
Appointment |
18.06.2024 |
| 3 Mr. Kalpesh Dave |
Executive Director & CEO |
Change in Designation |
18.06.2024 |
| 4 Mr. Ajit Kumar Satpathy |
Chief Risk Officer |
Appointment |
01.07.2024 |
? Following changes took place after the end of Financial Year End
till the date of the report:
| NAME OFKMPS |
DESIGNATION |
APPOINTMENT/ RESIGNATION |
DATE OF CHANGE |
| 1 Mr. Bhanwar Singh Kachhawaha |
Chief Compliance Officer |
Resignation |
14.05.2025 |
| 2 Mr. Natesh Narayanan |
Chief Financial Officer |
Resignation |
15.06.2025 |
? Declaration from Independent Directors on Annual Basis:
The Company has received necessary declarations and disclosures from
the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act,
2013 stating that they meet the criteria of independence as laid down in Section 149(6) of
the Companies Act, 2013 and under Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and
disclosing their interest in form MBP-1.
Further, all Independent Directors of the Company have submitted
declarations confirming that:
i. The disqualifications mentioned under sections 164, 167 and 169 of
the Companies Act, 2013 do not apply to them.
ii. They have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act as applicable.
iii. They have registered themselves with Independent Directors'
Database of The Indian Institute of Corporate Affairs (‘IICA') and have cleared the
online proficiency test of IICA, as applicable.
iv. They are not aware of any circumstances or situations, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence;
and
The Board of the Company has taken the disclosures and declarations on
record after verifying the due veracity of the same. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the
proficiency required to be Independent Directors of the Company, fulfill the conditions of
independence as specified in the Act and the SEBI Listing Regulations and are independent
of the management and have also complied with the Code for Independent Directors as
prescribed in Schedule IV of the Act. The Directors and the senior management personnel
have affirmed compliance with the Code of Conduct for Directors and Senior Management
Personnel.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEE OF THE
BOARD AND INDIVIDUAL DIRECTOR:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well as
working of its Audit, Nomination and Remuneration, Stakeholders' Relationship and
Corporate Social Responsibility Committees. A structured questionnaire was prepared after
taking into consideration inputs received from the Directors, covering various aspects of
the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specified duties, obligations and
governance.
The exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company, etc.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Section 149(8) read with Schedule IV of the Act, and
Regulation 25(3) of SEBI Listing Regulations, the Independent Directors shall hold at
least two meeting in a financial year without the presence of Non- Independent Directors
and members of the management. Accordingly, the Independent Directors of the Company met
on February 14, 2025 and March 24, 2025 without the presence of Non-Independent Directors
and members of the management to:
1. Review the performance of Non Independent Directors and the Board of
Directors as a whole;
2. Review the performance of the Chairman and Managing Director of the
Company and
3. Assess the quality, quantity and timeliness of flow of information
between the management and the Board of Directors.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The details of the Independent Directors Meeting and the attendance
of the Directors are provided in the Corporate Governance Report, which forms part of this
Report.
NUMBER OF THE MEETINGS OF THE BOARD
The Board met Seven (7) times during the year under review. The details
of the number of meetings of the Board held during the Financial Year 2024-25 and the
attendance therein forms part of the Report on Corporate Governance which forms part of
the Annual Report.
The gap between any two consecutive meetings was less than one hundred
and twenty days.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the required Committees of the Board along with their
composition, number of meetings and attendance at the meetings are provided in the Report
on Corporate Governance as required under Schedule V of the Listing Regulations.
SHAREHOLDER'S MEETING
During the financial year ended March 31, 2025, 1 (one) General Meeting
was held. Further, details of the meetings are given in the Corporate Governance Report,
which forms part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS
In accordance with the provisions of Section 188 of the Act and rules
made thereunder and considering the nature of the industry in which the Company operates,
all the transactions entered with related parties are in the ordinary course of business
and on an arm's length basis, the details with respect to the related party transactions
are mentioned in the notes to the audited financial statements.
Pursuant to Regulation 23(4) of the SEBI Listing Regulations, 2015, all
material related party transactions and subsequent material modification as defined in the
policy on materiality of related party transaction shall require prior approval of the
shareholders through resolution and no related party shall vote to approve such
resolutions whether the entity is a related party to the particular transaction or not.
Further, as per Regulation 23(1) of SEBI Listing Regulations, 2015,
transaction with a related party shall be considered material, if the transaction(s) to be
entered into individually or taken together with previous transactions during a financial
year, exceeds rupees one thousand crore or ten per cent of the annual consolidated
turnover of the listed entity as per the last audited financial statements of the listed
entity, whichever is lower.
Accordingly, during the financial year under review, the company has
not entered into material contract, arrangement or transaction with related party, as
defined under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Related Party Transaction Policy of the Company. The
Related Party Transactions Policy and Procedures, as amended from time to time, as
reviewed by the Audit Committee and approved by Board of Directors is uploaded on the
website of the Company at https://www.starhfl.com/wp-content/up-
loads/2023/02/2.-RPT-Policy SHFI.pdf
Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of
the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed
as "Annexure I" to this Report and forms a part of it.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company firmly believes that Corporate Social Responsibility
(‘CSR') is more than an obligation and more than a duty, which helps to create
positive impact on many lives. The Company persistently acts as a prudent corporate
citizen and maintains harmonious relationship with the communities in which it operates to
give back to the society.
As a part of its Corporate Social Responsibility (CSR) initiative, the
Company has undertaken CSR projects and programs. These activities are in accordance with
CSR activities as defined under the Act. The Company has a CSR Committee of Directors.
Details about the Committee, CSR activities and the amount spent during the year, as
required under section 135 of the Act and the related Rules and other details are given in
the CSR Report as Annexure IX forming part of this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, your Company has in place a Policy on
Prevention Prohibition & Redressal of Sexual Harassment of Women at Workplace and has
a robust mechanism to redress the complaints reported thereunder.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Pursuant to the provisions of Section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the complaints
received thereunder and the details relating thereto are as follows:
Further, as per Companies (Accounts) Second Amendment Rules, 2025, the
law mandates for representing the following details:
| Number of complaints of sexual harassment received in the
year |
NIL |
| Number of complaints disposed off during the year |
NIL |
| Number of complaints pending for beyond 90 days |
NIL |
Your Company, on a regular basis, sensitizes its employees on
prevention of sexual harassment through various workshops, awareness programmes. It may be
mentioned here that the Company has Zero tolerance towards any action on the part of any
executive / staff which may fall under the ambit of ‘Sexual Harassment' at workplace,
and is fully committed to uphold and maintain the dignity of every women working in the
Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE
During the year, there has been no such significant and material order
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the year under review.
MAINTENANCE OF COST RECORDS
The Company being a Housing Finance Company is not required to maintain
cost records as prescribed under section 148(1) of the Companies Act, 2013.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable secretarial standards issued by the Institute of Company Secretaries of India.
AUDITORS AND AUDITORS' REPORT
1. Statutory Auditors
M/s. Nyati Mundra & Co., Chartered Accountants (Firm Registration
No. 008153C) were appointed as Statutory Auditors of the Company for a period of 5 (five)
consecutive years, at the Annual General Meeting of Members held on September 29, 2021 on
a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
They have confirmed their eligibility and qualifications required under the Act for
holding office as Statutory Auditors of the Company.
The Statutory Auditor's Report forms part of the Annual Report. There
is no audit qualification, reservation or adverse remark for the year under review. There
was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and
Rules framed thereunder.
The Statutory Auditors have also submitted a separate Auditor's Report
on Regulatory compliance to the Board to comply with the requirement under chapter XII of
the Master Directions. The copy of the Auditor Report is annexed herewith.
The Notes on financial statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 and pursuant to Regulation 24A of Securities Exchange Board of India (Listing
Obligation & Disclosure Requirement) (Amendments) Regulations, 2018, the Board of
Directors of the Company appointed M/s D.M. Zaveri & Co., Practicing Company
Secretaries, Mumbai, a Peer Reviewed Firm, to undertake the Secretarial Audit of the
Company for the financial year 2024-25. The Secretarial Audit Report & Annual
Secretarial Compliance Report for the financial year ended March 31, 2025, is annexed as "Annexure
II" and "Annexure III" forms an integral part of this Report.
Further, pursuant to the amendment of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with effect from 13 December
2024, the Board of Directors have approved and recommended the appointment of M/s. D.M.
Zaveri & Co., as a Secretarial Auditor of the Company for a term of 5 (Five)
consecutive years to conduct Secretarial Audit of the Company and to furnish the
Secretarial Audit Report for the period commencing from FY 2025-26 till FY 2029-2030, for
approval of the Members at ensuing AGM of the Company.
Brief resume and other details are separately disclosed in the Notice
of the AGM. M/s. D.M. Zaveri & Co have given their consent to act as a Secretarial
Auditor of the Company and confirmed that their aforesaid appointment, if made, would be
within the prescribed limits under the Act & Rules made thereunder and SEBI Listing
Regulations. They have also confirmed that firm is not disqualified to be appointed as a
Secretarial Auditor in terms of provisions of the Act & Rules made thereunder and SEBI
Listing Regulations.
The said report, does not contain any qualification, reservation or
adverse remark, and thus do not call for any further comments.
AUDIT & INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
3. Internal auditor
Your Company has adequate internal control procedures commensurate with
its size and nature of business. Your Company has clearly laid down policies, guidelines,
and procedures that form a part of the internal control systems. The adequacy of the
internal control systems encompasses the Company's business processes and financial
reporting systems and is examined by the management as well as by its internal auditors at
regular intervals.
The internal auditors conduct audits at regular intervals to identify
the weaknesses and suggest improvements for better functioning. The observations and
recommendations of the internal auditors are discussed by the Audit Committee to ensure
timely and corrective action.
Your Company has appointed M/s. KVU & Associates, Chartered
Accountants as an Internal Auditor of the Company, who reports to the Audit Committee and
to the Board of Directors of the Company. The Internal Auditor conducts comprehensive
audit of functional areas and operations of the Company to examine the adequacy of and
compliance with policies, procedures, statutory and regulatory requirements. Significant
audit observations and follow up actions thereon are reported to the Audit Committee. The
Audit Committee reviews adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations.
The audit function maintains its independence and objectivity while
carrying out assignments. It evaluates on a continuous basis, the adequacy and
effectiveness of internal control mechanism. The function also proactively recommends
improvement in policies and processes, suggests streamlining of controls against various
risks.
Your Company has laid down set of standards, processes and structure,
which enables it to implement internal financial control across the Company and ensure
that the same are adequate and operating effectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act
any instance of fraud committed against the Company by its officers or employees.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, for the financial year
ended on March 31, 2025, the Directors hereby confirm that:
? In the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards read with the requirements set
out under Schedule III to the Act have been followed and there were no material departures
from the same;
? The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company and of the profit of
the Company for the year ended on that date;
? The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
? The Directors have prepared the annual accounts on a going concern
basis;
? The Directors have laid down adequate internal financial controls to
be followed by the Company and that the financial controls were adequate and were
operating effectively;
? The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and were adequate and operating effectively.
COMPLIANCE WITH MATERNITY BENEFIT
The Company has complied with the provisions of the Maternity Benefit
Act, 1961 during the financial year under review. All eligible women employees were
extended the benefits as prescribed under the Act, including paid maternity leave, nursing
breaks, and creche facility (where applicable). The Company remains committed to ensuring
a safe, inclusive and supportive work environment for all its employees.
REPORT ON CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Company has taken adequate steps to adhere to all the stipulations
laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Chapter IX (Corporate Governance) of Master Directions Non-Banking Financial Company -
Housing Finance Company (Reserve Bank) Directions, 2021 and the Companies Act, 2013 and
Rules thereto, as amended from time to time.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, RBI Directions and disclosures as required under the Companies Act,
2013 and the Rules thereto, a separate Section titled ‘Report on Corporate
Governance' forms part of this Annual Report as Annexure IV.
The certificate issued by Mr. M/s. D.M. Zaveri & Co. confirming
compliance with the conditions of Corporate Governance as stipulated in the SEBI (LODR)
Regulations, 2015 & forms part of this report as Annexure V.
The said certificate for financial year 2024-25 does not contain any
qualification, reservation or adverse remarks.
In terms of Section 136 of The Companies Act, 2013, the reports and
accounts are being sent to the members and others entitled thereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Management's
Discussion and Analysis Report, for the year under review, is presented as separate
section forming part of this Annual Report.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return is available on the Company's website and can be accessed under the annual
return tab at https://www.starhfl.com/disclosure-under-regula- tion-46-of-sebi-lodr-2015/
ENHANCING SHAREHOLDERS WEALTH
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the
socio-economic and environmental dimensions and contribute to sustainable growth and
development.
OUTLOOK
? Focus on growth of Individual home loans segment.
? Making online loan application more effective and enhance its
contribution towards the incremental business.
? Strengthening marketing offices opened during the last 3 years and
making them high growth centers.
? To grow business qualitatively by consolidating position and
strengthening the competitiveness on service delivery. ? Understanding the inherent risks
to the business and managing it effectively.
? Widespread market studies assisting modelling of loan products to
suit customer needs.
? Making use of information provided by marketing offices about ground
market conditions.
INSOLVENCY AND BANKRUPTCY
The Company has not made any application or no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not
being commented upon.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the Financial Year under review, there has been no incident of
one time settlement for loan taken from the banks of financial institutions and hence not
being commented upon.
ACKNOWLEDGEMENTS
Your Board of Directors take this opportunity to express their
appreciation to all stakeholders of the Company including the Reserve Bank of India,
National Housing Bank, the Ministry of Corporate Affairs, Securities and Exchange Board of
India, the Government of India, Stock Exchanges and other Regulatory Authorities, Bankers,
Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company
for their continued support and trust. Your directors would like to express deep
appreciation for the commitment shown by the employees in supporting the Company in
achieving continued robust performance on all fronts.
In closing, we would like to thank all the investors as well as the
communities we operate in who have reposed their trust in us and supported us in our
journey.
| FOR AND ON BEHALF OF THE BOARD |
|
| Star Housing Finance Limited |
|
| Sd/- |
Sd/- |
| Kalpesh Dave |
Kavish Jain |
| Director & Chief Executive Officer |
Director |
| DIN: 08221964 |
DIN: 02041197 |
| Place: Mumbai |
|
| Date: 14-08-2025 |
|
|