Ravinder Heights Ltd has disclosed that both the National Stock Exchange of India Limited (NSE) and BSE Limited have imposed fines totaling Rs 1.51 lakh on the company for alleged non-compliance with independent director appointment regulations. The exchanges levied the penalty under Regulation 17(1A) of the SEBI Listing Regulations, citing failure to obtain prior shareholder approval for appointing an independent director above 75 years of age.

Fine Details and Compliance Period

The stock exchanges imposed identical fines on the company for the alleged regulatory breach:

Director Appointment Timeline

The regulatory action centers around the appointment of Mr. Chander Mohan Mehra as Additional Director (Non-Executive Independent Director). The company's Board of Directors approved his appointment on November 12, 2025, based on the Nomination and Remuneration Committee's recommendation, subject to shareholders' approval.

Ravinder Heights simultaneously initiated the postal ballot process on the same date to obtain the requisite shareholder approval. The special resolution was passed by shareholders with the required majority on December 14, 2025, making the appointment effective from November 12, 2025 for a five-year term.

Company's Defense and Regulatory Interpretation

The company has strongly contested the fine, maintaining full compliance with SEBI regulations. Ravinder Heights argues that Regulation 17(1A) should be read harmoniously with Regulation 17(1C), which permits shareholder approval within three months of appointment or at the next general meeting, whichever is earlier.

Key points in the company's defense include:

• The postal ballot and remote e-voting process was conducted in strict compliance with applicable regulations
• The e-voting window remained open from November 15, 2025 to December 14, 2025
• All requisite filings and disclosures were made with the Registrar of Companies and stock exchanges
• The appointment was regularized within the prescribed statutory timeline

Financial Impact Assessment

The company has assessed that the imposed fines will have no material impact on its financial, operational, or other business activities. This disclosure was made in compliance with Regulation 30 of the SEBI Listing Regulations and related SEBI circular dated July 13, 2023.

Regulatory Compliance Commitment

Despite contesting the fine, Ravinder Heights has reiterated its commitment to ensuring strict compliance with regulatory requirements in a time-bound manner. The company disclosed this information to the stock exchanges on the first working day after receiving the penalty notices on February 27, 2026.

Ravinder Heights Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, demonstrating strong consolidated performance across key financial metrics. The Board of Directors approved these results on February 13, 2026, following comprehensive review by the audit committee.

Consolidated Financial Performance

The company's consolidated results showed robust growth during the quarter ended December 31, 2025. Total consolidated revenue reached ₹2,196.84 lakh, comprising revenue from operations of ₹2,001.16 lakh and other income of ₹195.68 lakh.

Standalone Performance Analysis

On a standalone basis, the company maintained consistent revenue from operations at ₹35.28 lakh for the quarter, matching the previous quarter and corresponding period last year. However, the standalone operations recorded a net loss of ₹15.32 lakh for the quarter ended December 31, 2025.

Revenue Recognition from Collaboration Agreement

A significant contributor to the consolidated performance was revenue recognition from a collaboration agreement. During the quarter ended September 2025, Radhika Heights Limited and its subsidiaries executed a Second Addendum with Bestech India Pvt. Ltd. The agreement involved additional non-refundable security deposits totaling ₹5,000.00 lakh, with ₹3,000.00 lakh received on September 19, 2025, and ₹2,000.00 lakh on November 19, 2025.

Operational Expenses and Tax Position

Consolidated total expenses for the quarter amounted to ₹431.87 lakh, including employee benefits expense of ₹86.71 lakh and other expenditure of ₹290.54 lakh. The company recorded current tax expense of ₹380.94 lakh and deferred tax of ₹115.07 lakh for the quarter.

Corporate Governance and Compliance

The financial results were prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act 2013. Independent auditors Dewan P N Chopra & Co conducted limited reviews of both standalone and consolidated results, providing clean review reports with emphasis on pending evaluation of new Labour Codes impact.

Share Capital and Earnings Per Share

The company maintained its paid-up equity share capital at ₹613.26 lakh, with face value of ₹1 per share. Consolidated basic and diluted earnings per share for the quarter stood at ₹2.03, compared to a loss of ₹0.19 per share in the corresponding quarter of the previous year.