Halder Venture Limited — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

HALDER

Date: 24.04.2026

To,
The Manager
Listing Compliance
National Stock Exchange of India Limited (NSE)
Exchange Plaza,
Bandra – Kurla Complex Bandra (East)
Mumbai – 400 051

Symbol: HALDER

To,
The Manager
Listing Compliance
Bombay Stock Exchange Ltd. (BSE)
01st Floor, New trading Ring
Phiroze Jeejeebhoy Tower
Dalal street, Rotunda Building
Mumbai-400 001

Script Code: 539854

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("SEBI Listing Regulations")

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, we wish to inform you that in continuation of our intimation vide letters dated March 30, 2026 and April 13, 2026 respectively with regard to the Notice of the Postal Ballot dated March 26, 2026 and the 1st Corrigendum dated April 13, 2026, the 2nd Corrigendum is being issued to the shareholders in compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India.

The 2nd Corrigendum to the Notice dated 24th April, 2026 is enclosed herewith.

The 2nd Corrigendum forms an integral part of the Notice dated March 26, 2026 and the 1st Corrigendum dated April 13, 2026 and should be read in conjunction with the original Notice and 1st Corrigendum. All other contents of the Notice of Postal Ballot together with the explanatory statement thereof, save and except as modified or supplemented by the corrigenda, shall remain unchanged.

The Corrigendum has been emailed to the Members of the Company in the same manner as the Notice and is also available on the website of the Company at https://www.halderventure.in/.

Thanking you

Yours Faithfully,

For Halder Venture Limited

AYANTI
SEN
Digitally signed by
AYANTI SEN
Date: 2026.04.24
18:04:02 +05'30'

Ayanti Sen
(Company Secretary and Compliance Officer)
Encl: as above

Halder Venture Limited
CIN No.: L74210WB1982PLC035117

Diamond Heritage, 16 Strand Road, 10th Floor, Unit - 1012, Kolkata - 700 001
Phone: +91 -33-6607 5556, +91 -33-6607 5557 Email: info@halderventure.in Web: www.halderventure.in

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HALDER

HALDER VENTURE LIMITED

Registered Office: Diamond Heritage, 16th Strand Road, 10th Floor Room No. 1012 Kolkata-700001

CIN: L74210WB1982PLC035117

Website: www.halderventure.in Email id: info@halderventure.in Phone No.: 033 6607 5556/5557

2ND CORRIGENDUM TO THE POSTAL BALLOT NOTICE OF HALDER VENTURE LIMITED DATED MARCH 26, 2026

This 2nd corrigendum/addendum/erratum (“Corrigendum”) is being issued, in connection with the Postal Ballot Notice dated March 26, 2026 and the 1st Corrigendum dated April 13, 2026 issued by Halder Venture Limited (the “Company”) to consider the preferential issue of 7,93,650 (Seven Lakh Ninety Three Thousand Six Hundred Fifty) convertible warrants, to update and provide certain additional information/clarification to the shareholders of the Company.

The Notice of the Postal Ballot dated March 26, 2026 and 1st Corrigendum dated April 13, 2026 were emailed to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and the Securities Exchange Board of India. Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the Postal Ballot Notice.

The Company had filed application with the stock exchange namely National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), for seeking in-principle approval in relation to the proposed preferential issue of Convertible Warrants for which the approval of the shareholders is being sought. Thereafter, the Company has received observations from NSE through e-mail dated April 21, 2026 and has directed the Company to rectify/ provide additional details through Corrigendum. This 2nd Corrigendum is being issued to notify the amendments/ provide clarifications & additional details in Notice and Explanatory Statement.

The shareholders who have already voted on the resolution can email their comments to the Company Secretary at info@halderventure.in or the scrutinizer, Mr. Manoj Prasad Shaw, Practicing Company Secretary at shawmanoj2003@gmail.com till April 26, 2026.

Accordingly, the members of the Company are hereby requested to take note of the revised contents of the Notice as set forth hereunder:

1. The sub section 6 of the Explanatory Statement for Item No. 2 of the Notice shall read as follows:

2. Kind of securities and the price at which securities are being offered in preferential issue, basis or justification for the price (including premium, if any) at which the offer or invitation is being made and Valuation Report:

Upto 7,93,650 Convertible Warrants at a price of Rs. 315/- (including premium of Rs. 305/- per warrant) or at such higher price determined under applicable Regulation(s) of Chapter V of ICDR Regulations on preferential basis.

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a. Basis of price:

The Equity Shares of the Company are listed on BSE Limited and NSE. Since the equity shares of the Company are infrequently traded as per provisions of SEBI ICDR Regulations. Accordingly, in terms of the provisions of Regulation 165 of the SEBI ICDR Regulations, the price shall be determined by the Valuation Report issued by the Independent Registered Valuer.

Thus, the Company has obtained a valuation report from an Independent Registered Valuer namely, CA Sanjay Jhajharia, FCA; ACS 405, Bentick Chambers, 4th floor, 37A, Bentick Street, Kolkata- 700 069 (IBBI Regd. No.: IBBI/RV/06/2019/11595). (ICAIRVO Membership No. - ICAIRVO/06/RV-P00060/2019-20). (“Valuation Report”). The Valuation Report is also available on the website of the Company at https://backend.halderventure.in/uploads/convertible-share-warrants/HVL_ValuationReport.pdf.

The minimum price as determined through the Valuation Report of i.e., 314.79/- per Equity Share. The Shareholders hereby approve the exercise price for the Preferential Issue of Equity Shares at 315/- (Three Hundred Fifteen Only).

b. Regulation 166A(1) of SEBI ICDR Regulations states that any preferential issue, which may result in a change in control or allotment of more than five per cent. of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price. Provided that the floor price, in such cases, shall be higher of the floor price determined under regulation 164 / 165, as the case may be, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the issuer, if applicable.

There is no change in control of the Company. However, assuming full conversion of the warrants into equity shares by the Proposed Allottee, the post-issue fully diluted shareholding of the Proposed Allottee would exceed five per cent of the paid-up equity share capital of the Company. Accordingly, a valuation report from an independent registered valuer has been obtained for determining the price.

c. The Articles of Association of the Company do not provide for a method of determination of price which will result in a floor price higher than that determined under SEBI ICDR Regulations.

In view of the above, the Board of Directors of the Company has fixed the Issue price for Convertible Warrants at Rs. 315/- (Rupees Three Hundred Fifteen Only) which is higher than the price determined under the said valuation report dated 26.03.2026, and in compliance with the requirements of the SEBI ICDR Regulations.

Justification for allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable.

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1. The sub section 21 of the Explanatory Statement for Item No. 2 of the Notice shall read as follows:

2. Practicing Company Secretary’s Certificate:

The certificate from M/S Manoj Shaw & Co Practicing Company Secretaries (Certificate of Practice no: 4194), (Membership no: 5517) certifying that the preferential issue is being made in accordance with the requirements of the SEBI ICDR Regulations, shall be available for inspection on the website of the Company at https://backend.halderventure.in/uploads/convertible-share-warrants/Compliance_certificate.pdf. In terms of the provisions of Section 42, Section 62(1)(c) of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, Regulation 160(b) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the said issue of Equity Shares requires prior approval of the members of the Company by way of a special resolution.

By the Order of the Board
HALDER VENTURE LIMITED
Sd/-

AYANTI SEN
COMPANY SECRETARY
ACS: A61796

Date: 24.04.2026
Place: Kolkata