Rajeswari Infrastructure Limited disclosed on July 23, 2026, that its statutory auditor, K M K U & Associates, has resigned effective July 11, 2026. The departure stems from a disagreement over professional remuneration rather than any issues with financial reporting or audit cooperation. The firm stated that it is not commercially viable to continue the engagement at current rates following a material change in the scope and responsibilities of the audit work post-Resolution Plan.

The resignation was communicated pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. K M K U & Associates had been appointed by the Monitoring Committee on March 28, 2026, for a five-year term covering financial years 2024-25 to 2028-29. The firm’s latest submission was the Statutory Audit Report for the year ended March 31, 2026, dated May 01, 2026.

Reasons for Resignation

According to the resignation letter signed by Partner Mohit Kumar, the scope of the audit engagement underwent a material change following the approval of the company’s Resolution Plan. K M K U & Associates requested a revision in professional remuneration commensurate with this revised scope. Despite discussions, the parties could not arrive at mutually acceptable commercial terms, leading to the firm’s decision to step down.

The auditor explicitly clarified that the resignation is not due to any disagreement with management concerning:

• Financial statements
• Accounting policies
• Audit procedures
• Availability of information
• Cooperation extended by management

Regulatory Disclosures

The disclosure aligns with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, which mandates detailed reporting of auditor resignations. Key details from Annexure A include:

Guruswamy Ramamurthy, Successful Resolution Applicant, authorized the filing on behalf of Rajeswari Infrastructure Limited. The company is required to appoint a new statutory auditor in accordance with applicable laws and regulations.

Rajeswari Infrastructure Limited held its 32nd Annual General Meeting (AGM) on July 13, 2026, through video conferencing to transact statutory business while under the supervision of a Monitoring Committee. The meeting was chaired by Mr. Sanjay Mehra, Chairman of the Monitoring Committee, as the company continues to implement the Resolution Plan approved by the National Company Law Tribunal (NCLT), Chennai Bench. The powers of the Board of Directors and shareholders stand suspended during this period.

Pursuant to the order of the Hon'ble NCLT, the company is currently undergoing the Corporate Insolvency Resolution Process (CIRP). Consequently, the voting rights of existing shareholders, along with all incidental rights, remain suspended and are not exercisable. All decisions relating to the affairs of the company are being taken by the Monitoring Committee, which comprises Mr. Sanjay Mehra as Chairman, Religare Finvest Limited represented by Mr. A. Wilson, and Mr. Guruswamy Ramamurthy, the Successful Resolution Applicant, represented by Mr. Rajesh Kumar.

The Chairman apprised stakeholders that the Resolution Plan submitted by Mr. Guruswamy Ramamurthy was approved by the NCLT on January 13, 2026. The plan entails a significant restructuring of the share capital. The existing equity shareholding of the Promoters and Promoter Group shall stand extinguished. The share capital held by Public Shareholders will be reduced by lowering the face value of each equity share from ₹10 to ₹0.20 and subsequently consolidating them into equity shares of ₹10 each.

Following the restructuring, the post-issue shareholding structure will see the Successful Resolution Applicant holding 95% of the equity share capital, while existing Public Shareholders will collectively hold 5%. The Successful Resolution Applicant is required to subscribe to 10,10,116 fresh equity shares of ₹10 each by way of equity infusion. The company must restore the minimum public shareholding to 25% within two years from the date of the first tranche of issuance of equity shares via a Further Public Offer (FPO).

The business transacted at the AGM was limited to ordinary business. The members took note of the Audited Financial Statements for the financial year ended March 31, 2025, along with the Report of the Monitoring Committee, Independent Auditors' Report, and Secretarial Audit Report. The Chairman confirmed that these documents had already been approved by the Monitoring Committee in accordance with the Companies Act, 2013. No queries were raised by the stakeholders present during the meeting.