Halder Venture Announces 2:1 Bonus Issue and Key Changes to Articles of Association

Kolkata, 23 July 2025: Halder Venture Limited (BSE: 539854), a company engaged in trading and processing agro commodities, has announced a 2:1 bonus share issue and significant amendments to its Articles of Association (AOA). These proposals, approved by the Board of Directors on Wednesday, are subject to shareholder approval through a postal ballot. The decisions aim to enhance shareholder value and align the company’s internal governance framework with modern standards.

Shares of Halder Venture Ltd (BSE: 539854) responded mildly to the company’s 2:1 bonus issue and Articles of Association amendment announcement, rising 0.45% to ₹799.30 as of 3:47 PM IST. The stock opened at ₹808.00 and touched an intraday high of ₹812.00 before slipping to a low of ₹782.00. With a market cap of ₹331.39 crore and a P/E ratio of 12.05, the stock remains well below its 52-week high of ₹958.00, reflecting cautious investor optimism post-news.

2:1 Bonus Issue to Expand Shareholder Value Significantly

The company’s Board has approved the issue of two fully paid bonus equity shares of ₹10 each for every one existing share held. This move will effectively triple the number of outstanding shares, increasing liquidity and making the stock more affordable to a broader investor base.

The bonus shares will be issued from the company’s securities premium account, which stood at ₹5,041.14 lakh as of March 31, 2025, according to audited financials. The record date to determine eligible shareholders has been set as Monday, September 1, 2025, and the allotment of bonus shares is expected to be completed by September 22, 2025.

Bonus Issue Snapshot

• Type of Issue: Bonus Issue
• Face Value: ₹10 per equity share
• Bonus Ratio: 2:1 (Two bonus shares for every one held)
• Total Bonus Shares: Approximately 82,92,090 shares
• Issue Amount: ₹8,29,20,900
• Source of Issue: Securities Premium Account
• Record Date: Monday, September 1, 2025
• Expected Completion: By September 22, 2025

The actual number of bonus shares to be issued will be based on the company’s fully paid-up equity share capital as on the record date.

Paid-Up Share Capital to Triple Post Bonus Issue

Following the bonus issuance, the company’s paid-up share capital will increase from ₹4.15 crore (41.46 lakh shares) to ₹12.44 crore (1.24 crore shares). However, the authorised capital of ₹13.43 crore will remain unchanged, providing sufficient room for the adjusted capital structure.

This expansion of share capital reflects the company’s confidence in its business fundamentals and long-term performance outlook.

Key Amendments to Articles Signal Governance Modernisation

Alongside the bonus announcement, the Board has also approved amendments to the Articles of Association, bringing them in line with evolving regulatory and corporate governance frameworks.

The changes include:

• Revised Director Remuneration Clause (Article 18): Directors may now receive sitting fees and a share in the company’s net profits in accordance with Sections 197 and 198 of the Companies Act, 2013. Reimbursement of expenses for attending board or committee meetings has also been introduced.
• New Capitalisation Clause (Clause 25): The company can now capitalise profits or reserves by issuing fully paid-up bonus shares or applying them toward unpaid share amounts. This provides more flexibility in managing equity and reserve allocations in future.

These amendments ensure better alignment with current corporate practices, enhancing transparency and operational flexibility.

Regulatory Disclosure Made as Per SEBI Guidelines

The proposed actions have been disclosed under Regulation 30 of SEBI (LODR) Regulations, 2015, and are in line with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023. The company has confirmed that all corporate actions will proceed only upon approval by shareholders through a postal ballot mechanism.

Halder Venture’s Q4 FY25 Results Reflect Revenue Decline and Net Loss

In the March 2025 quarter (consolidated financial results), Halder Venture Ltd reported a revenue of ₹158.5 crore, marking a 38.5% year-on-year decline. The company posted a net loss of ₹4.3 crore, compared to a profit of ₹10.6 crore in the same quarter last year. Operating profit fell sharply to just ₹0.3 crore, with margins contracting to 0.19%, indicating weak operational performance. Rising interest costs at ₹9.4 crore and stagnant expenses weighed on profitability. The company’s earnings per share (EPS) turned negative at ₹-10.4, reflecting subdued financial health in the quarter.

Halder Venture’s Financial Ratios Reveal Strong Valuation Amid Profitability Pressure

As of the latest data, Halder Venture Ltd has a market capitalisation of ₹331.4 crore, which is above the industry median. The P/E ratio (TTM) stands at 13.3, slightly below industry norms, while the PEG ratio (TTM) is favourable at 0.1, indicating potential undervaluation. Despite a strong 31.2% operating revenue growth (TTM), the quarterly revenue and net profit growth YoY have declined sharply by -41.8% and -140.7%, respectively. The operating profit margin for the quarter is low at 0.2%. Return on equity (13.8%) and return on assets (3.6%) remain above industry median, while the Piotroski Score of 5 suggests average financial health.

About Halder Venture Limited

Headquartered in Kolkata, Halder Venture Limited is a BSE-listed company engaged in the trading, processing, and distribution of agro commodities. Its operations span across the value chain, including rice milling and edible oil processing, catering to both domestic and export markets. The company’s growth in the agro-processing segment and value-driven strategies have helped it sustain profitability and operational expansion.

The announcement of the bonus issue and amendments to the Articles comes at a time when Halder Venture is focusing on expanding its equity base and strengthening internal governance. With enhanced capital structure and updated corporate policies, the company appears well-positioned to support future growth and improve shareholder engagement.

REF:https://www.bseindia.com/xml-data/corpfiling/AttachLive/36b147b2-37b1-43bb-9aeb-5097a22ed9bb.pdf

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