Rashi Peripherals Limited has scheduled its 37th Annual General Meeting (AGM) for Wednesday, September 9, 2026, at 12:30 p.m. The meeting will be conducted exclusively through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), in compliance with Ministry of Corporate Affairs (MCA) circulars and SEBI Listing Regulations. National Securities Depository Limited (NSDL) will facilitate the VC/OAVM platform.

The Board of Directors approved a final dividend of ₹2 per equity share of face value ₹5 each for the financial year ended March 31, 2026, during its meeting on August 11, 2026. This represents a 40% payout on the face value. If approved by shareholders at the AGM, the dividend will be payable to those registered in the Register of Members as on Friday, August 14, 2026.

Key Agenda Items

Beyond the dividend declaration, the AGM notice outlines several significant ordinary and special business items:

• Adoption of Financial Statements: Shareholders will consider and adopt the Audited Standalone and Consolidated Financial Statements for FY26, along with the reports of the Board of Directors and Auditors.
• Re-appointment of Director: Mr. Sureshkumar Pansari (DIN: 00215712), Vice Chairman & Whole-time Director, retires by rotation and offers himself for re-appointment. He has been associated with the company since 1989.
• Re-appointment of Statutory Auditors: M/s. Deloitte Haskins & Sells LLP (FRN: 117366W/W-100018) will be re-appointed as Statutory Auditors for their second term of five years, from the conclusion of the 37th AGM in 2026 till the conclusion of the 42nd AGM in 2031.
• Revision of MD Remuneration: Approval is sought for the revision in terms of remuneration payable to Mr. Kapal Suresh Pansari (DIN: 00215510), Managing Director, for FY27, effective April 1, 2026. The revised basic salary is set at ₹5,21,000 with a special allowance of ₹53,01,897.

Enhancement of Borrowing Limits

A critical special resolution seeks shareholder approval to enhance the company's borrowing limits under Section 180(1)(c) of the Companies Act, 2013. The existing limit of ₹3,500 crore is proposed to be increased to ₹5,000 crore. This enhancement aims to support future growth, capital expenditure, and strategic business initiatives.

Additionally, shareholders will be asked to approve the authorization to the Board under Section 180(1)(a) to create charges on the company's assets, both present and future, to secure these borrowings. The explanatory statement notes that this facility is required to secure additional funding from banks and financial institutions in line with the enhanced borrowing powers.

Dividend and Tax Compliance

Under the Finance Act 2020, dividend income is taxable in the hands of shareholders. Rashi Peripherals will deduct tax at source (TDS) from dividend payments as prescribed under the Income Tax Act, 2025. Shareholders must furnish prescribed documentation on the Registrar and Transfer Agent’s portal by Friday, September 4, 2026, to ensure correct TDS application. Non-resident members can avail beneficial rates under tax treaties by submitting necessary documents such as Form 10F and Tax Residency Certificate by the same deadline.

SEBI directives mandate that dividend payments be processed electronically only for members who have updated their bank account details. Shareholders must ensure their folios are KYC compliant, including PAN, contact details, bank account details, specimen signature, and nomination choice.

Distribution of Annual Report

Pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is sending physical letters containing web-links to shareholders who have not registered their email addresses with the company, depositories, or the Registrar and Share Transfer Agent (MUFG Intime India Private Limited). This ensures access to the Notice of the 37th AGM and the Annual Report for FY26. The cut-off date for this registration status was Friday, August 7, 2026. The complete Annual Report is available electronically at the company's website.

Key Dates for Shareholders

Shareholders eligible to vote must hold shares as on the cut-off date of Wednesday, September 2, 2026. Remote e-voting will be available from Saturday, September 5, 2026, at 9:00 am until Tuesday, September 8, 2026, at 5:00 p.m. (IST). Physical attendance is dispensed with, and the facility for appointment of proxies is not available for this AGM.

The Notice of the AGM and the Annual Report for FY26 are being sent electronically to shareholders with registered email addresses. Those without registered emails will receive a letter with a web-link to access the documents. The documents are also available on the company’s website and the stock exchanges’ portals.

Rashi Peripherals delivered strong financial performance for the fiscal year ended March 31, 2026, driven by broad-based growth across its technology distribution verticals. Consolidated revenue from operations expanded by 14.89% year-on-year to reach ₹15,827.3 crore, up from ₹13,772.7 crore in FY25. This top-line growth was supported by robust demand in the Personal Computing, Enterprise, and Cloud Solutions segment, alongside continued resilience in the Lifestyle and IT Essentials portfolio.

Profitability metrics showed significant improvement during the period. Consolidated profit after tax (PAT) surged by 34.04% to ₹2,793.2 crore, compared to ₹2,083.9 crore in the prior year. EBITDA rose sharply by 53% to ₹459 crore, reflecting effective cost management and operating leverage. Standalone PAT also increased by 29.66% to ₹2,609.1 crore, with standalone revenue growing 14.44% to ₹15,172.7 crore.

Financial Performance

The company’s financial results for FY26 highlight improved operational efficiency and margin expansion. Key financial indicators are summarized below:

EBITDA figure derived from Managing Director’s message stating 53% rise to ₹459 crore; prior year implied at ~₹299 crore.

What the Numbers Show

A notable divergence exists between revenue growth and underlying business momentum. While reported revenue grew by 14.89%, management disclosed that excluding a large one-time AI project executed in the prior year, underlying revenue growth stood at 31%. This suggests the current year’s performance reflects sustained organic demand rather than one-off transactions, reinforcing the quality of earnings. Additionally, the significant jump in EBITDA (53%) outpaced revenue growth (15%), indicating successful margin expansion through higher-value solution-based selling and disciplined capital allocation.

Balance Sheet and Capital Allocation

Rashi Peripherals strengthened its balance sheet position during FY26. The net debt-to-equity ratio improved significantly from 1.48 times in FY23 to 0.43 times in FY26. Return on capital employed crossed 16%, and return on equity (ROE) reached 15%, aligning with guidance provided in the previous year. Operating cash flows remained positive at ₹114 crore despite the scale-up in operations.

The Board of Directors recommended a final dividend of ₹2 per equity share (face value ₹5), representing a 40% payout ratio. This dividend is subject to shareholder approval at the upcoming Annual General Meeting scheduled for September 9, 2026.

Strategic Initiatives

The company continued its transition from a pure distribution model to a broader technology solutions partner. Key initiatives included:

• Expansion into high-growth verticals such as semiconductors, where revenue grew 131% year-on-year on a small base.
• Strengthening partnerships with global brands like NVIDIA, Dell Technologies, and Intel.
• Execution of AI Bootcamps across eight cities, engaging over 2,500 developers and 300 CXOs to drive enterprise AI adoption.
• Addition of three new branches in Nanded, Baramati, and Solapur to deepen Tier-II and Tier-III market penetration.

CRISIL reaffirmed the company’s long-term rating at AA-/Stable and short-term rating at A1+, citing strong financial discipline and consistent top-line and bottom-line growth.