Girish Vanvari
About Girish Vanvari
Independent director since May 2022; age 52. Founder of Transaction Square LLP, a tax, regulatory and business advisory firm in India since 2018; previously National Leader for Tax and member of the India Leadership Team at KPMG (13+ years) and prior roles at Arthur Andersen (over a decade). Holds a Chartered Accountancy degree (India) and a Bachelor’s degree from Narsee Monjee College of Commerce and Economics; core credentials in financial, tax and regulatory advisory. The Board has determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG India | National Leader for Tax; India Leadership Team | ~13+ years | Led national tax practice; extensive engagement with business owners and leaders |
| Arthur Andersen | Tax/Consulting Advisor | ~10+ years | Advised multinationals and Indian promoter companies on tax and regulatory issues |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transaction Square LLP (India) | Founder | 2018–present | Tax, regulatory and business advisory firm |
Board Governance
- Class II director (continuing director list shows Class II), serving on the Audit Committee; not a chair. Audit Committee consists of Vanvari, Asokan, and Singh; Singh is chair .
- Independence: Board determined Vanvari is independent under SEC and Nasdaq rules .
- Audit Committee engagement: Co-signed the Audit Committee report recommending inclusion of FY2024 audited statements in the 10-K .
- Board structure: Three standing committees—Audit, Compensation, Nominating & Corporate Governance—each comprised of independent directors .
Fixed Compensation
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Cash compensation (director/officer) | $0 | Prior to initial business combination | |
| Meeting fees | $0 | Prior to initial business combination | |
| Committee fees | $0 | Prior to initial business combination | |
| Reimbursement of out-of-pocket expenses | Allowed | Quarterly audit committee review | |
| Office/admin services reimbursement to Sponsor | $10,000 per month | From Nasdaq listing until business combination or liquidation |
No termination benefits agreements for directors; no severance noted .
Performance Compensation
| Metric/Instrument | Design/Targets | Vesting/Triggers | Status |
|---|---|---|---|
| Equity interests of Sponsor | Potential additional compensation to certain directors for services | Not specified | May occur post-business combination; fully disclosed at that time |
| Consulting/management compensation (post-combination) | Determined by post-combination board/comp committee | Not specified | Possible if he remains; not pre-determined |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not disclosed | Not disclosed | Not applicable pre-combination |
Company prohibits director hedging and certain derivative transactions under Insider Trading Policy, supporting alignment and risk control .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Vanvari in latest proxy . |
Expertise & Qualifications
- Chartered Accountant with extensive financial, tax, and regulatory advisory experience; advises multinationals and Indian promoter companies across sectors .
- Not identified as the audit committee financial expert (Board determined Mr. Singh meets SEC definition) .
- Independent director classification; serves on Audit Committee .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding Ordinary Shares |
|---|---|---|
| April 7, 2025 | — | — |
Ownership table in the proxy shows dashes for Vanvari; founders’ equity is primarily held by Sponsor ICE I Holdings Pte. Ltd. with 6,468,750 shares (83.69%) . The proxy elsewhere notes Sponsor and “our officers and independent directors” hold founder shares and intend to vote in favor of proposals, indicating potential economic interests even if not individually itemized in the beneficial ownership table .
Related Party Transactions & Conflict Controls
- Formal related party transaction (RPT) policy: Not yet adopted; Audit Committee chartered to review/approve RPTs, with quarterly review of payments to Sponsor, officers, directors, or affiliates .
- Fixed payments to Sponsor: $10,000/month reimbursement for office/administrative services; up to $300,000 in loans for offering/organizational expenses; up to $1,200,000 in additional loans convertible into ordinary shares at $10.00/share (non-transferable, non-redeemable) .
- Interests of Sponsor, directors and officers: Founder shares and private placement warrants expose them to outcomes of the business combination; if no combination, founder shares and warrants would be worthless. Post-combination, directors/officers may receive compensation including cash, options, or awards determined by the new board .
- Conflict mitigants: Audit Committee review of related party payments; prohibition on hedging and short-selling under Insider Trading Policy .
Insider Trades
| Date Range | Person | Form 4 Activity | Notes |
|---|---|---|---|
| 2022-01-01 to 2025-11-20 | Girish Vanvari | None found | No insider trades located via insider-trades skill for IVCA over the period (filingDate filter). |
Governance Assessment
- Strengths: Independent status; audit committee membership and active role (Audit Committee report co-signature) support oversight quality; strong tax/regulatory expertise aligns with audit responsibilities .
- Risks/Red Flags:
- Absence of a formal RPT policy; reliance on Audit Committee procedures increases importance of committee rigor .
- Sponsor-related payments and convertible loans create potential perceived conflicts, especially given founder share/warrant economics tied to consummation of a business combination .
- Beneficial ownership for Vanvari shown as “—”, which may reduce direct alignment; however, proxy indicates officers and independent directors may hold founder shares, suggesting non-publicly itemized interests—lack of granularity is a disclosure gap .
- Implications for investors: Monitoring audit committee activity and RPT reviews is critical until a business combination closes; clarity on individual founder share allocations and any post-combination compensation will be important signals for alignment and governance quality. The hedging prohibition is positive for alignment, but absence of director-specific ownership guidelines or meeting attendance disclosure limits assessment depth .