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Ravinder Heights Limited — Proxy Solicitation & Information Statement 2025
Nov 14, 2025
62922_rns_2025-11-14_c4e4f058-723d-4bfa-9193-2f71b425e135.pdf
Proxy Solicitation & Information Statement
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November 14, 2025
| BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 543251 |
The Manager, Listing Department National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Symbol: RVHL |
|---|---|
Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
With reference to captioned subject and pursuant to Regulation 30 read with Schedule III of SEBI Listing Regulations, please find enclosed herewith the Postal Ballot Notice dated November 12, 2025 (the "Notice") together with the Explanatory Statement for seeking approval of Members of the Company by way of remote e-voting process only, for the business as set out in the aforesaid Notice.
Notice is being sent only by email to those shareholders whose names appear in the Register of Members as on the cut-off Date i.e. Friday, November 07, 2025 and who have registered their email addresses with the Company or Depository / Depository Participants to seek the consent of the members on the resolution mentioned in the Postal Ballot Notice.
Further, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 and 110 of the Companies Act, the Company has provided only remote e- voting facility to its members to enable them to cast their votes electronically instead of submitting postal ballot forms and for this purpose the Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide the remote e-voting facility. The procedure / instructions for remote e-voting are given in the Postal Ballot Notice.
The remote e-Voting shall commence on Saturday, November 15, 2025, at 09:00 A.M. (IST) and shall end on Sunday, December 14, 2025, at 05:00 P.M. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-off date may cast their vote(s) electronically. The remote e- Voting module shall be disabled by NSDL for voting thereafter.
The results of e-voting will be announced within 2 working days from the end of voting period and will be displayed on the Company's website and the same will also be communicated to the Stock Exchanges.
The above information will be made available on the website of the Company at www.ravinderheights.com
This is for your information and record.
Thanking you, For Ravinder Heights Limited
VERTIKA
Digitally signed by VERTIKA Date: 2025.11.14 12:53:12 +05'30'
Vertika
Company Secretary and Compliance Officer
Encl.: Postal Ballot Notice
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RAVINDER HEIGHTS LIMITED CIN: L70109PB2019PLC049331 Registered Office: SCO No. 71, First Floor, Royal Estate Complex, Zirakpur, Mohali, Punjab-140603 Tel: +91-11-43639000, Fax: +91-11-43639015 Email: [email protected] , Website: www.ravinderheights.com
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, each as amended]
To,
The Members of the Company,
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, ( „Act‟ ) (including any statutory modification or reenactment thereof for the time being in force), read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014, ( „Rules‟ ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( „SEBI Listing Regulations‟ ) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ( „SS-2‟ ), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ( „MCA‟ ) for holding General Meetings/conducting postal ballot process through e-Voting vide General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 ( collectively referred to as „MCA Circulars‟ ), to transact Special Business as set out hereunder by passing Special Resolution , by way of postal ballot only, by voting through electronic means („Remote e-Voting‟ ).
| S.No. | Particulars | Type of Resolution |
|---|---|---|
| 1 | Appointment ofMr. Chander Mohan Mehra (DIN: 07173867) as aNon-Executive Independent Directorfor a period of5 consecutive years w.e.f. November 12, 2025 |
Special Resolution |
An Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act read with applicable Rules pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof forms part of this Postal Ballot Notice.
In compliance with Regulation 44 of the SEBI LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e. casting votes electronically instead of submitting the Postal Ballot Form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company/Depository Participant (“DP”).
In compliance with the applicable provisions and for providing e-voting facility to the members to cast their votes electronically, the Company has engaged the services of National Securities Depository Limited (“NSDL”).
Postal Ballot Notice |1
Members holding Equity Shares of the Company as on the Cut-off Date mentioned in this Postal Ballot Notice are requested to carefully read the instructions in this Postal Ballot Notice and record their Assent (“FOR”) or Dissent (“AGAINST”) on the proposed resolutions through the e-voting process.
The remote e-voting facility will be available during the below mentioned period and the members of the Company holding shares either in physical form or in dematerialised form, as on the Cut-off Date will only be considered eligible for the purpose of remote e-voting.
| Cut-off date for eligibility to vote | Friday, November 07, 2025 |
|---|---|
| Commencement of e-Voting | 9.00 a.m. IST on Saturday, November 15, 2025 |
| End of e-Voting | 5.00 p.m. IST on Sunday, December 14, 2025 |
The remote e-voting facility shall forthwith be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
Further, the Company has made necessary arrangement with its Registrar & Share Transfer Agent, M/s Skyline Financial Services Private Limited to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the process mentioned in this Postal Ballot Notice.
The Board of Directors of the Company has appointed Mr. Girish Madan (Membership No. FCS 5017, CP No. 3577) Proprietor of M/s Girish Madan & Associates, Practising Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process through e-voting in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer‟s decision on the validity of the votes cast in the Postal Ballot shall be final.
The Members may please also note that a resolution, if assented by the requisite majority of the shareholders by means of Postal Ballot (through remote e-voting), shall be deemed to have been passed on the last date specified for remote e-voting i.e. Sunday, December 14, 2025 .
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ITEM OF SPECIAL BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT:
SPECIAL BUSINESS:
1. APPOINTMENT OF MR. CHANDER MOHAN MEHRA (DIN: 07173867) AS A NONEXECUTIVE INDEPENDENT DIRECTOR FOR A PERIOD OF 5 CONSECUTIVE YEARS W.E.F. NOVEMBER 12, 2025
To consider and if thought fit, to pass with or without modification(s), the following resolution, as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Schedule IV to the Act and as per Reg. 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Chander Mohan Mehra (DIN: 07173867) , who was appointed by the Board of Directors as an Additional Director (In the category of Non-Executive Independent Director ) of the Company with effect from November 12, 2025 and who meets the applicable criteria for Independence under the Act and the SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as a NonExecutive Independent Director of the Company, for a period of 5 (five) consecutive years with effect from November 12, 2025 to November 11, 2030 and who shall not be liable to retire by rotation. ”
RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, matters, deeds and things and to sign all such documents, papers and writings as may be necessary or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”
By order of the Board For Ravinder Heights Limited Digitally signed by VERTIKA Date: 2025.11.14 11:33:19 +05'30'
VERTIKA
Vertika Company Secretary and Compliance Officer Membership No.: A74813
Date: 12[th] November, 2025 Place: New Delhi
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Notes:
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The Explanatory Statement pursuant to the provisions of Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), stating all material facts concerning Special Business set out in the Postal Ballot Notice (“Notice”) is appended below and forms part of this Notice.
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In compliance with the MCA Circulars, the Notice will be sent only by electronic mode to all those Members / Beneficial Owners of the Company whose names would appear in the Register of Members / List of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, November 07, 2025 (“Cut-off Date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants (“DPs”) and in respect of physical holdings with the Company‟s Registrar and Share Transfer Agent, M/s Skyline Financial Services Private Limited (“RTA”).
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The Members may also note that the Notice will also be available on the Company‟s website viz. https://ravinderheights.com/rvhl/investor-zone/ and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL https://www.evoting.nsdl.com.
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In compliance with Regulation 44 of the SEBI LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.
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The remote e-voting period shall commence on Saturday, November 15, 2025 at 09:00 AM (IST) and shall end on Sunday, December 14, 2025 at 05:00 PM (IST). During this period, members of the Company holding shares as on the Cut-Off Date may cast their vote electronically. E-Voting module shall be disabled thereafter. Once the vote on the resolution is cast by a member, the same will not be allowed to be changed subsequently. The voting rights of the Members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, November 07, 2025 .
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The Board of Directors have appointed Mr. Girish Madan, Proprietor of M/s Girish Madan & Associates, Practicing Company Secretaries , New Delhi (C.P. No. 3577 and FCS: 5017) as Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.
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Eligible Members shall cast their vote electronically through e-Voting and related instructions for the voting electronically by accessing to the NSDL e-Voting system is enclosed hereto.
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Members who have not registered their e-mail addresses are requested to register the same with the Company's RTA / Depository Participant(s) for sending future communication(s) in electronic form.
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The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Sunday, December 14, 2025. Further, resolution passed by the members through postal ballot is deemed to have been passed as if they are passed at a general meeting of the members.
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After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairperson, or any other person authorized by the Chairperson within 2 (two) working days from the conclusion of the process of e-voting for this Postal Ballot.
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The Results of postal ballot (conducted through remote e-voting process) along with Scrutinizer‟s Report, will be announced within 2 (two) working days from the conclusion of e-voting i.e. Tuesday, December 16, 2025 and the same will be displayed on the Company‟s website viz. www.ravinderheights.com and on the website of NSDL and shall also be communicated to BSE Ltd. and National Stock Exchange of India Ltd., where the equity shares of the Company are listed.
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As required pursuant to Rule 20 and 22 of the Rules read with the MCA Circulars and the SEBI LODR Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper and one Punjabi daily newspaper circulating in Zirakpur, Mohali (in vernacular language, i.e. Punjabi).
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All documents referred to in the postal ballot notice and explanatory statement shall be made available for inspection electronically by the Members, on all working days at office hours, from date of circulation of this notice till the last date specified for e-voting i.e., Sunday, December 14, 2025, in accordance with the applicable statutory requirements. Members may send their requests in this regard on [email protected] or [email protected] from their registered e-mail address mentioning their name, folio number, DP ID and Client ID during the voting period.
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The vote in this Postal Ballot cannot be exercised through proxy.
15. REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.j sp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available |
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under „IDeAS‟ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under „Shareholder/Member‟ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
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Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders holding securities in demat mode with CDSL
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Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
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| providers‟ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under „Shareholder/Member‟ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
| Manner of holding shares i.e. Demat **(NSDLor CDSL) or Physical ** |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the „initial password‟ which was communicated to you. Once you retrieve your „initial password‟, you need to enter the „initial password‟ and the system will force you to change your password.
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c) How to retrieve your „initial password‟?
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(i) If your email ID is registered in your demat account or with the company, your „initial password‟ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your „User ID‟ and your „initial password‟.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected], [email protected] with a copy marked to [email protected].
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to
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go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to (Ms. Pallavi Mhatre – Senior Manager, NSDL) at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhaar Card) by email to [email protected]
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhaar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -
(A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013
ITEM NO. 1
In accordance to Section 161 of the Companies Act, 2013, and other applicable provisions and on the recommendation of the Nomination and Remuneration Committee of the Board of Directors (“NRC”), the Board of Directors had, at its meeting held on Wednesday, November 12, 2025 approved the appointment of Mr. Chander Mohan Mehra (DIN: 07173867) as an Additional Director in the category of Non-Executive Independent Director of the Company who shall hold office upto an ensuing general meeting therefore Pursuant to the provisions of Section 110 of the Companies Act, 2013, and the rules made thereunder subject to the approval of the shareholders by way of a Special Resolution through postal ballot for appointment of Mr. Chander Mohan Mehra (DIN: 07173867) in the Category of Non-executive Independent director for a period of 5 (five) consecutive years with effect from November 12, 2025 to November 11, 2030.
In the opinion of the Board, Mr. Chander Mohan Mehra (DIN: 07173867) fulfils the conditions for independence specified in the Companies Act, 2013 (“Act”), the Rules made thereunder and as per Reg. 17 of (SEBI) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and such other laws / regulations for the time being in force, to the extent applicable to the Company. The Board also noted that his background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for his Appointment as an Independent Director.
The Company has received all statutory disclosures / declarations from him including;
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(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 alongwith notice of interest in Form MBP-1 pursuant to Section 184 of the Act and applicable provisions;
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(ii) Intimation in Form DIR-8 in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164 of the Act;
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(iii) Declaration to the effect that he meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Act and under SEBI LODR Regulations;
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(iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he is not debarred from holding office of a Director by virtue of any order passed by the SEBI or any other such authority;
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(v) Confirmation that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
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(vi) A notice in writing by a member of the company proposing his candidature under Section 160(1) of the Act.
The aforesaid Director shall be entitled to the remuneration by way of Sitting Fees for attending meetings of the Board.
In accordance with the provisions of Section 149, 150 and 152 read with Schedule IV of the Act and other applicable provisions of the Act, the appointment of Mr. Chander Mohan Mehra (DIN: 07173867) as an Independent Director requires approval of the members of the Company.
Further Regulation 25(2A) of the SEBI LODR Regulations provides that the appointment of Independent Director requires approval of the members by passing Special Resolution. Additionally, in accordance with Regulation 17(1C)(a) of SEBI LODR Regulations, the listed entity shall ensure that approval of shareholders for appointment / re-appointment of a person on the board of directors is
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taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Keeping in view the above referred provisions of the SEBI LODR Regulations, the approval of the Members of the Company is being sought by way of Postal Ballot for the aforesaid appointment within three months from the date of their respective appointment as Director on the Board of the Company.
Brief profile and other requisite information of Mr. Chander Mohan Mehra, pursuant to Regulation 36(3) of the SEBI Listing Regulations and SS-2, as on date of Notice, are given in Annexure A.
Mr. Chander Mohan Mehra, to whom the resolution relates, and his relatives (to the extent of their shareholding in the Company, if any) are deemed to be concerned or interested in the resolutions set out at Item No. 1, respectively, of the Postal Ballot Notice. None of the other Directors / Key Managerial Personnel of the Company and / or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Postal Ballot Notice. This explanatory statement may also be regarded as an appropriate disclosure under Regulation 36 of the SEBI LODR Regulations and Secretarial Standard SS-2.
Accordingly, The Board of Directors recommends the resolution as set out at Item No. 1 of this Notice for approval of the members of the Company by way of Special Resolution.
Justification of Appointment of Mr. Chander Mohan Mehra
Mr. Chander Mohan Mehra (DIN: 07173867), who is proposed to be appointed as Non- Executive Independent Director of the Company, is 75 years old as on November 01, 2025 and in view of Regulation 17(1A) of SEBI (LODR) Regulations, 2015, a Special Resolution is required for his appointment as Non- Executive Independent Director in the Board of the company.
The NRC and Board considered the rich and diverse experience of Mr. Chander Mohan Mehra (DIN: 07173867), who is a retired officer of the Government of India and had a distinguished career spanning several decades. During his illustrious career, he held pivotal positions such as Chief Commissioner of Customs & Indirect Taxes, Head of the Western Region of the Enforcement Directorate (ED), and Executive Director at the Securities and Exchange Board of India (SEBI).
His experience in administration, enforcement, taxation, investigation and securities market provides valuable insight and depth to Board‟s deliberations. The board is confident that his leadership skills and deep understanding of regulatory frameworks will contribute significantly to the Company‟s governance standards, compliance oversight, and strategic decision-making.
Accordingly, the Board is of the view that the appointment of Mr. Chander Mohan Mehra is in the best interest of the Company and its stakeholders, given his exemplary credentials, professional and proven leadership in public service.
By order of the Board For Ravinder Heights Limited
VERTIKA
Digitally signed by VERTIKA Date: 2025.11.14 11:34:01 +05'30'
Vertika Company Secretary and Compliance Officer Membership No. A74813
Date: 12[th] November, 2025 Place: New Delhi
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Annexure A to the Explanatory Statement of the Postal Ballot Notice
Brief Profile of the Director being appointed as set out in Item No. 1 of the Postal Ballot Notice
Brief Profile of Mr. Chander Mohan Mehra
Mr. Chander Mohan Mehra, aged 75 years, is a retired officer of the Government of India. He has held several key positions during his distinguished career, including Chief Commissioner of Customs & Indirect Taxes. He also served as the Head of the Western Region of the Enforcement Directorate (ED) and as Executive Director at the Securities and Exchange Board of India (SEBI).
| Name of Director | Mr. Chander Mohan Mehra |
|---|---|
| DIN | 07173867 |
| Date of Birth and Age | 10.02.1950 (75 years) |
| Date of first appointment on Board | November 12, 2025 |
| Skills and capabilities required for the role and the manner in which the Directors meet the requirements |
As mentioned in the statement annexed to the Notice |
| Expertise in specific functional areas | Financial Operations, Financial Planning, Supporting Strategic Financial Decision-making ensuring alignment with Organizational Goals. |
| Terms and Conditions of Appointment | Mr. Mehra is proposed to be appointed as a Non- Executive Independent Director for a period of 5 (five) consecutive years with effect from November 12, 2025 and shall not be liable to retire byrotation. |
| Relationship with other Directors / Key Managerial Personnel |
Not related to any Director / Key Managerial Personnel. |
| Shareholding in the Company including as a Beneficial Owner as on date |
15 Equity Shares of the company in his own name |
| Directorships held in other Companies | 1. Lakshmi & Manager Holdings Limited - Independent Director 2. Trinidhi Finance Private Limited - Independent Director 3. Balavati Properties Private Limited - Director 4. East West Pipeline Private Limited - Director |
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| Listed entities from which the Director has resigned from Directorship in last 3 (three) years |
NA |
|---|---|
| Committee Membership / Chairmanship of Listed companies |
NA |
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