Haryana Financial Corporation Ltd

Delisting proposal and results

• Purpose: Special resolution for voluntary delisting of HFC equity shares from BSE.
• Resolution: Voluntary delisting of equity shares from BSE.
• Outcome: Passed by requisite majority; overall votes in favor ~99.9%.
• Material impact: Delisting from BSE; change in trading venue and governance.
• Key terms: 97.787% paid-up capital; 20,20,11,650 shares; delisting after public-share acquisition.
• Authority: Directors and Company Secretary empowered to act and file necessary approvals.

Delisting Corrigendum and MD appointment

• Corrigendum to IPA dated Aug 7, 2026 issued for Haryana's delisting of HFC.
• Acquirer to purchase up to 13,19,900 fully paid equity shares (0.64%) of HFC.
• Vinay Pratap Singh, IAS, appointed Managing Director of HFC and HSIIDC, effective Sept 10, 2026.
• Replaces Sushil Sarwan, IAS, as MD.
• Appointment per government orders no. 1/142/2026-1SII dated Sept 08, 2026.
• Effective date for the MD appointment is Sept 10, 2026.

MD appointment

• Type of change: Appointment of Vinay Pratap Singh, IAS, as Managing Director of Haryana Financial Corporation.
• Effective date: Government order dated 08.09.2026; joining as MD on 10.09.2026.
• Replacement: In place of Shri Sushil Sarwan, IAS.
• Profile: IAS 2011 batch; MD of HSllDC; Administrator, Trade Fair Authority of Haryana.
• Previous roles include Municipal Corporation Commissioner and Excise & Taxation Commissioner, Haryana.
• Joining report confirms appointment and dual MD roles.

Purpose and resolutions

• Postal ballot to approve voluntary delisting of HFC from BSE.
• Special resolution for voluntary delisting under SEBI Delisting Regulations.
• Board authorized officers to file approvals and execute filings for delisting.

Key terms and process

• Acquirer is Haryana State Government via HSIDIDC; promoter holdings ~99%.
• Public shareholding currently 0.64%; delisting due to illiquidity.
• Floor price for delisting: Rs 9.55 per equity share based on latest audited statements.
• Exit price equal to floor price; not less than floor.
• Two-times majority: public votes in favour must exceed against by 2x.
• Two-year exit window for remaining public shareholders after delisting.
• Voting period: Aug 28–Sep 26, 2026; cut-off date Aug 21, 2026.
• Result to be announced by Sep 29, 2026.

Governance and shareholder impact

• Delisting will lead to the corporation ceasing to be a going concern.
• Acquirer to provide exit to public shareholders; 2-year tender window post-delisting.
• No capital raise; delisting reduces liquidity for public holders.
• SEBI exemption letters govern delisting terms.

Delisting decisions and process

• Board approved voluntary delisting of Haryana Financial Corporation's equity shares from BSE.
• Delisting subject to shareholder approval via postal ballot and in-principle BSE approval.
• Valuation reports dated 06-Mar-2026 and 07-Aug-2026 approved; exit price ₹9.55 per share.
• SEBI exemption letters governing delisting and floor-price norms noted.
• Promoter group holds 99.36% of paid-up capital; public 0.64%.
• Scrutinizer for postal ballot appointed: Mr. Girish Madan.
• Independent Directors Committee constituted to provide delisting recommendation.
• Compliance Officer designated: Ms. Anu; investor grievances to be redressed.
• Cut-off date for eligible postal ballot set at 21 August 2026.
• Postal ballot notice and explanatory statements approved; MD/CS/CFO authorized to issue notices.
• Final delisting application to BSE to be filed within one year from extended timeline.
• Due Diligence Report and Share Capital Audit Report reviewed.

Meeting Details

• Board meeting on August 19, 2026; time and location not disclosed.

Key Agenda Items

• Take note of the objective and rationale of the delisting proposal.
• Record the Due Diligence Report of the Peer Reviewed Practicing Company Secretary.
• Certify compliance under Regulation 10(4) of the Delisting Regulations.
• Appointment of Scrutinizer under Rule 22(5) of the Companies (Management and Administration) Rules, 2014.
• Approve Postal Ballot Notice and form; authorize directors, CS and CFO to complete the process.
• Appointment of Compliance Officer to redress investor grievances.
• Approve newspaper advertisement confirming dispatch of Postal Ballot Notice.
• Fixation of cut-off date to determine eligible shareholders for postal ballot.
• Constitute a committee of Independent Directors to recommend on the Delisting Proposal.

Independent Director Appointment

• Appointment of Shri Hitesh Kumar Meena, IAS, as Independent Director on the Board.
• Effective date: 12 August 2026.
• Profile: 31-year-old IAS with M.Tech and multi-department experience.
• Current roles: Additional Secretary, Haryana Finance and PWD (B&R), Additional CEO, Haryana Kisan Kalyan Pradhikaran.
• Not related to any KMP and does not hold equity in the Corporation.
• Impact: no stated changes to board/committee structure.

Financial results approved

• Board approved unaudited Q1 2026 results for quarter ended 30 June 2026, with Limited Review Report.

Delisting process initiated

• Initial Public Announcement for voluntary delisting issued; board approved delisting process.

Due-diligence appointment

• CS Atok Purohit appointed as Peer Reviewed Company Secretary for delisting due diligence.

Regulatory/compliance notes

• Delisting from BSE being processed per State Government proposal; exemptions under SEBI Delisting Regulations.

Meeting Details

• Date: 12 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve the financial results for the quarter ended 30 June 2026.
• Propose voluntary delisting of equity shares from BSE Limited.

Other Notes

• No other material items disclosed in the filing.