Rishabh Instruments Limited has disclosed receiving warning letters from both BSE and NSE dated January 6, 2026, concerning non-compliance with audit committee quorum requirements under SEBI regulations. The company made this disclosure on January 7, 2026, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Violation Details

The warning letters relate to a violation of Regulation 18(2)(b) of SEBI LODR Regulations during an audit committee meeting held on February 7, 2025. According to the regulation, the quorum for audit committee meetings shall be either two members or one-third of the members, whichever is greater, with at least two independent directors present.

Exchange Communications

Both stock exchanges issued similar warning letters highlighting the serious nature of the non-compliance. BSE's letter, signed by Deputy Vice President Shilpa Saboo, emphasized the need for immediate corrective measures to prevent recurrence of such lapses. NSE's communication, signed by Manager Rakhi Makhloga, warned the company to exercise due caution and initiate corrective steps to ensure compliance with SEBI LODR regulations.

The exchanges have mandated that the company disseminate copies of the warning letters and place them before the Board of Directors along with corrective measures taken to avoid future lapses.

Company's Explanation

Rishabh Instruments provided a detailed explanation for the compliance lapse. The company stated that the audit committee meeting was attended by two committee members, including the chairman who is an independent director, meeting the quorum requirements under the Companies Act, 2013. However, one independent director who had confirmed attendance could not participate due to an unforeseen emergency at the last moment.

Corrective Measures Implemented

As a remedial action, the company placed all transactions and resolutions approved at the February 7, 2025 audit committee meeting before a subsequent properly constituted audit committee meeting held on May 27, 2025. The audit committee members ratified all the previous decisions during this meeting, which was conducted in full compliance with Regulation 18(2) of SEBI LODR Regulations.

Financial Impact and Future Compliance

The company has indicated that there is no financial impact from this regulatory violation. Rishabh Instruments has reiterated its commitment to maintaining the highest standards of corporate governance and has implemented robust internal compliance frameworks to ensure ongoing adherence to all applicable laws and regulations. The company expressed regret for the lapse and emphasized its continued commitment to strict regulatory compliance.

Rishabh Instruments Limited has completed the allotment of 3,165 equity shares under its Employee Stock Option Plan 2022 - Scheme A on January 6, 2026. The allotment was approved through a circular resolution of the Board of Directors and represents the exercise of stock options by eligible employees.

Share Allotment Details

The company allotted equity shares with specific financial parameters that impact its capital structure:

Capital Structure Impact

The ESOP allotment has resulted in changes to Rishabh Instruments Limited's equity capital structure:

The newly allotted equity shares carry a face value of ₹10.00 each and are fully paid-up. These shares rank pari-passu with the existing equity shares of the company and are identical in all respects to the current equity shares.

Regulatory Compliance

The allotment has been conducted in compliance with regulatory requirements under SEBI regulations. The company has filed the necessary disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Regulation 10(c) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

ESOP Scheme Framework

The Employee Stock Option Plan 2022 - Scheme A represents the company's initiative to provide equity participation to eligible employees. The scheme allows employees to acquire equity shares at predetermined exercise prices, aligning employee interests with shareholder value creation. The distinctive numbers for the newly allotted shares range from 38475444 to 38478608, with ISIN number INE0N2P01017 for demat issuance.