Haryana Financial Corporation Ltd

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.

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.

Dematerialisation status

• Securities for dematerialisation during the quarter ended 30 June 2026 were processed and accepted/rejected.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within 15 days.

Meeting Details

• Board meeting scheduled on 29 May 2026 at 3:00 PM.

Key Agenda Items

• Consider and approve financial results for the quarter and year ended 31 March 2026.

Appointment of Director

• Shri M.K. Chopra appointed as Shareholders Director effective 30.03.2026
• Appointment made via Special Resolution on 25.03.2026 under SFC Act, 1951
• Shri Chopra has 35-40 years of directorship experience in various SFCs
• He served 6 years at HFC, 18 years at J&K SFC, and 12 years at Punjab SFC
• Shri Chopra is a Commerce Graduate

AGM Details

• 58th AGM held on 25 March 2026 at 3:30 PM in Chandigarh, concluded at 4:30 PM
• Meeting held physically at Haryana State Cooperative Apex Bank Ltd, Sector 17-B

Key Resolutions

• Adoption of audited financial statements for FY 2024-25
• Appointment of M/s AARSH & Associates as Statutory Auditors for FY 2025-26
• Appointment of Shri Vishal Arora as Secretarial Auditor for five years from FY 2025-26
• Re-appointment of Directors under State Financial Corporations Act, 1951
• Appointment of Shri M. K. Chopra as Shareholders' Director for three years

Voting Results

• All resolutions passed unanimously by show of hands
• No dissent or opposition reported for any resolution

Dividend

Director Changes

• Re-appointed six Directors appointed under State Financial Corporations Act
• Appointed Shri M. K. Chopra as Non-Executive Shareholders' Director for three years

Auditor Appointments

• M/s AARSH & Associates appointed Statutory Auditors for FY 2025-26 at Rs.57,200 plus GST
• Shri Vishal Arora appointed Secretarial Auditor for five years at Rs.25,000 plus GST

Material Related Party Transactions

Other Material Approvals

Appointment of Managing Director

• Shri Sushil Sarwan, IAS, appointed Managing Director of Haryana Financial Corporation
• Appointment effective from 20.03.2026, replacing Dr. Aditya Dahiya, IAS
• Shri Sarwan is an IAS officer of 2012 batch from Haryana cadre
• He holds a BA degree and is Managing Director of Haryana State Industrial & Infrastructure Development Corporation
• He has prior experience as Deputy Commissioner and Managing Director of HSIIDC and HFC

🗓️ AGM Details

• 58th AGM held on 25 March 2026 at 3:30 PM, physical meeting at HARCO Bank, Chandigarh.
• Register of Members and Share Transfer Books closed from 14 to 24 March 2026.

📍 Key Resolutions & Approvals

• Adoption of audited financial statements for FY 2024-25.
• Appointment of M/s AARSH & Associates as statutory auditors for FY 2025-26 at Rs. 57,200 plus GST and TA/DA.
• Appointment of Shri Vishal Arora as Secretarial Auditor for five years at Rs. 25,000 plus GST.
• Re-appointment of multiple directors under SFC Act and SEBI LODR regulations.
• Appointment of Shri M.K. Chopra as Non-Executive Shareholders' Director for three years by special resolution.
• Corporate building transferred to HSIIDC at Rs. 27.51 crore.
• Appointment of Merchant Banker and Registered Valuer for delisting shares from BSE.

📊 Financial Performance & Status

• Total income Rs. 5.76 crore; total expenditure Rs. 5.65 crore; net loss Rs. 0.10 crore for FY 2024-25.
• No fresh borrowings; Corporation is debt-free; recovery of Rs. 0.42 crore during the year.
• Past unpaid dividend of Rs. 5.52 crore (1996-2001) paid in FY 2025-26 after State Govt. decision.
• Provisioning made as per SIDBI guidelines; asset classification detailed.
• No deferred tax asset/liability recognized due to winding up status.

👥 Governance & Director Changes

• Board comprised 9 directors as on 31 March 2025; Chairman and MD are IAS officers.
• Four Board meetings held during FY 2024-25; Audit, Nomination & Remuneration, and Shareholders/Investors Grievance Committees constituted.
• Re-appointment of directors under SFC Act; appointment of Shri M.K. Chopra as Shareholders' Director despite age above 75 years.
• Secretarial Audit conducted by Shri Vishal Arora; Corporate Governance compliance certificate issued.

⚖️ Winding Up & Compliance

• Proposal for liquidation forwarded to State Govt.; MD HSIIDC appointed Nodal Officer; committee constituted for winding up and asset valuation.
• Delisting process underway with SEBI relaxations granted; shares listed on BSE with infrequent trading.
• Audit observations include correction of corporate building transfer price and payment of overdue dividend.
• Contingent liabilities include claims by ex-employees and court cases; amount indeterminate.