Haryana Financial Corporation

Nature of the Disclosure

This is a regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It intimates the stock exchange (BSE Limited) about the issuance of a Notice of Postal Ballot to seek shareholder approval for the voluntary delisting of the corporation's equity shares from BSE, the only exchange where its shares are listed, in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021.

Key Quantitative Figures & Capital Structure

  • Total Issued Capital: ₹211,69,21,000 divided into 21,10,65,500 Equity Shares of ₹10 each and 6,26,600 special class shares of ₹10 each.
  • Total Paid-up Capital: ₹207,65,81,000 divided into 20,70,31,500 Equity Shares of ₹10 each and 6,26,600 special class shares of ₹10 each. The difference (40,34,000 shares) is due to forfeited shares.
  • Promoter Holding: The State Government of Haryana, through its acquirer, holds 20,20,11,650 equity shares, representing 97.28% of the paid-up share capital.
  • Public Shareholding: 13,19,900 equity shares, representing 0.64% of the paid-up share capital.
  • Exit Offer Price: The floor price and final exit price offered to public shareholders is ₹9.55 per equity share.
  • Trading Activity: The shares are infrequently traded, with only 0.004% of shares trading in the last 12 months.

Dates of Action

  • Cut-off Date for Voting Eligibility: Friday, August 21, 2026.
  • Dispatch of Notice: The Postal Ballot Notice was sent via email and physical speed post starting Saturday, August 27, 2026.
  • Voting Period: Commences on Friday, August 28, 2026, at 9:00 AM IST and ends on Saturday, September 26, 2026, at 5:00 PM IST.
  • Result Declaration: The results of the postal ballot will be announced on or before Tuesday, September 29, 2026.
  • Reference Date for Floor Price: August 7, 2026 (the date the stock exchange was to be notified of the board meeting).

Parties Involved

  • Entity Delisting: Haryana Financial Corporation (HFC).
  • Acquirer/Promoter: The State Government of Haryana, acting through Sushil Sarwan, IAS, Managing Director of Haryana State Industrial & Infrastructure Development Corporation Ltd. (HSIIDC).
  • Manager to the Offer: VC Corporate Advisors Private Limited.
  • Scrutinizer: Mr. Girish Madan, Proprietor of M/s. Girish Madan & Associates (FCS 5017).
  • Peer Review Company Secretary: CS Alok Purohit of Alok Purohit & Associates was appointed for due diligence.
  • E-Voting Service Provider: National Securities Depository Limited (NSDL).
  • Regulator: Securities and Exchange Board of India (SEBI).
  • Stock Exchange: BSE Limited.

Purpose and Rationale

The stated rationale for the delisting, as per the Initial Public Announcement (IPA) dated August 7, 2026, is:

1. The corporation ceased sanctioning new loans in May 2010 and has since repaid all its borrowings.

2. The corporation is utilizing its limited resources to meet existing commitments/liabilities.

3. The corporation had previously recommended to the State Government that it be wound up/liquidated under Section 45 of the State Financial Corporations Act, 1951.

4. The State Government has appointed a Nodal Officer (MD of HSIIDC) to commence and complete the liquidation proceedings.

5. Given the minuscule public float (0.64%) and negligible trading activity, no benefit is derived from the listing status. The delisting provides public shareholders a fair exit opportunity.

Conditions for the Delisting Offer

The acquisition of shares from public shareholders and the delisting are conditional upon:

1. Passing of a special resolution via postal ballot where votes cast by public shareholders in favour are at least two times the votes cast against.

2. Compliance with escrow account requirements as per Delisting Regulations.

3. Receipt of in-principle approval from BSE and any other statutory/regulatory approvals.

4. The number of shares tendered being sufficient for the offer to be successful.

5. Adherence to all conditions stipulated in the SEBI exemption letters.

Post-Delisting Arrangements

If delisted, the Acquirer will continue to accept tendered shares from remaining public shareholders for a period of 2 years from the date of delisting at the same exit price of ₹9.55 per share. Quarterly advertisements will be published to inform remaining shareholders of this exit window.

Financial and Capital Structure Impact

  • The transaction will result in a cash outflow for the Acquirer (State Government) to buy out the public shareholding of 13,19,900 shares at ₹9.55 per share.
  • Upon successful completion of the offer, the share capital will become entirely privately held by the State Government of Haryana, leading to the delisting of shares from BSE.
  • The corporation itself will not receive any funds from this transaction.

Voting Process Details

  • Shareholders can vote via two modes: Remote E-Voting (through NSDL) or Physical Postal Ballot.
  • A shareholder can use only one mode; if both are used, the e-vote will prevail.
  • The Scrutinizer will submit a report on the voting process.
  • The resolution is deemed passed on the last date of voting (September 26, 2026) if the requisite majority is achieved.