Rajeswari Infrastructure Limited restructured its Board of Directors and key management positions on August 7, 2026, accepting the resignations of three independent directors while appointing two replacements and a new Chief Financial Officer. The company also filled a casual vacancy in the statutory auditor role with M/s. SVSR & Associates. These changes, effective immediately, aim to maintain compliance with the Companies Act, 2013, and SEBI Listing Regulations, ensuring continuous oversight until the ensuing Annual General Meeting where shareholders will ratify these appointments.

The Board accepted the resignations of Meenakshi Sundaram Elangovan (DIN: 03606302), Vijaya Raghavan (DIN: 07859076), and Ravi Shankar Sambasivan Pulya (DIN: 07612778) from their roles as Independent Directors. All three cited personal commitments and pre-occupancy as reasons for their departure, effective from the closure of business hours on August 7, 2026. To preserve the required board composition, Rajeswari Infrastructure appointed Dayalan Keerthivasan (DIN: 11799057) and Maniraj Arjunan (DIN: 09122179) as Additional Directors designated as Non-Executive Independent Directors. Both new appointees hold office until the ensuing Annual General Meeting and are not liable to retire by rotation.

In executive management, Ramamurthy Arunachalam (DIN: 11166918) was appointed as Chief Financial Officer, effective August 7, 2026. Arunachalam holds a Bachelor of Commerce from Loyola College, Chennai, and a Master’s Degree in International Studies from the SGH Warsaw School of Economics. He brings experience in financial strategy and corporate finance from his previous roles as Founder and Co-Partner of Evaarah Life LLP and Proprietor of Arusham Developments. Additionally, Usha (DIN: 00060348) had her designation changed from Executive Director to Non-Executive Director, a move that aligns her role with her relationship to the Managing Director.

The Board also appointed M/s. SVSR & Associates, Chartered Accountant (FRN: 014139S), as Statutory Auditors to fill the casual vacancy caused by the resignation of M/s. K M K U & Associates. The outgoing auditors raised no concerns regarding their departure, citing no material reasons other than those mentioned in their resignation letter. M/s. SVSR & Associates will serve until the ensuing General Meeting. The Board confirmed that the composition remains compliant with regulatory requirements and reconstituted the Audit, Nomination and Remuneration, and Stakeholders' Relationship Committees accordingly.

What This Means for Stakeholders

The simultaneous departure of three independent directors and the appointment of two new ones suggests a strategic refresh of the Board’s oversight capabilities. The appointment of a new CFO alongside an auditor change indicates a potential focus on strengthening financial reporting and internal controls. Shareholders should note that these appointments are interim measures until the ensuing Annual General Meeting, where formal ratification will occur. The lack of dissent from the outgoing auditor suggests a smooth transition in financial oversight responsibilities.

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.