Rashi Peripherals shareholders approved a final dividend of ₹2 per equity share of face value ₹5 each for the financial year ended March 31, 2026. The resolution was passed during the company’s 37th Annual General Meeting held on September 9, 2026.

The meeting was conducted via video conferencing and other audio-visual means in compliance with Ministry of Corporate Affairs circulars. Remote e-voting was available from September 5 to September 8, 2026. A total of 4,75,76,342 votes were polled, representing 71.64% of the outstanding shares held by 61,266 shareholders on the record date of September 2, 2026.

Key Resolutions Passed

Shareholders approved several ordinary and special resolutions during the proceedings. The key outcomes include:

• Adoption of standalone and consolidated financial statements for FY26.
• Re-appointment of Mr. Sureshkumar Pansari as a director upon retirement by rotation.
• Re-appointment of Deloitte Haskins & Sells LLP as statutory auditors.
• Revision in the terms of remuneration for Managing Director Mr. Kapal Suresh Pansari.

Special Business Items

The company sought shareholder approval for enhanced borrowing limits under Section 180(1)(c) of the Companies Act, 2013. Additionally, the Board was authorized under Section 180(1)(a) to create charges on present and future assets against borrowings.

Voting Participation and Results

Promoter and promoter group shareholders demonstrated high engagement, casting votes on 96.42% of their holdings. Public institutional investors participated with 66.30% of their shares, while public non-institutional shareholders voted on 2.18% of their holdings.

Ms. Alifya Sapatwala of Mehta and Mehta was appointed as the scrutinizer for the e-voting process. The scrutinizer's report confirmed that all resolutions were passed with the requisite majority.

Rashi Peripherals accepted the resignation of Anil Khandelwal as Independent Director effective August 25, 2026. The company issued a comprehensive clarification on the same date, addressing Khandelwal’s cited concerns regarding governance lapses and transparency.

The disclosure was filed with BSE and NSE pursuant to Regulation 30 read with Para A(7B) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Khandelwal had stepped down from his roles in the Nomination and Remuneration Committee (NRC), CSR Committee, and as Chairman of the Stakeholders' Relationship Committee.

Governance Response

Rashi Peripherals Limited stated that all resolutions on director selection and key managerial personnel remuneration are unanimous. The company described Khandelwal’s observations regarding internal deliberative processes as subjective assessments rather than breaches of law or regulation.

The company noted that the NRC is duly constituted under Section 178 of the Companies Act, 2013 and Regulation 19, comprising five members including four Independent Directors and one Chairman/Whole-Time Director. The committee is chaired by an Independent Director. The Board affirmed that all suggestions from the outgoing director were considered and implemented where desirable.

Related-Party Transactions

The company addressed concerns about professional assignments awarded to firms associated with Independent Directors. Rashi Peripherals disclosed that it recently acquired a majority stake in another company. The acquisition involved a law firm for drafting the Share Purchase Agreement, where one senior partner serves as an Independent Director on the board.

Financial and tax due diligence for the target company was conducted by a professional firm whose senior partner is the Audit Committee Chairman and an Independent Director. The company asserted that each concerned director disclosed their interest in Form MBP-1 under Section 184(1) read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014. These disclosures were noted at the first Board meeting of each financial year and upon any changes.

The fact that these professional services were taken was evident in presentations sent to directors, ensuring all board members were aware of the relationships.

Arm's Length Assertions

Rashi Peripherals maintained that services from these firms were availed at arm's length, with fees within statutorily prescribed limits under the Companies Act, 2013. Declarations under Section 149(7) and Regulation 25(8) were obtained to ensure independence.

The Board approved the acquisition on June 23, 2026, based on two valuation reports from Independent External Valuation Experts. The resolution passed unanimously.

Krishna Kumar Choudhary, Whole-time Director and Chairman, signed the disclosure, affirming the company's commitment to corporate governance standards, transparency, and regulatory compliance. The Board stated it remains open to constructive dialogue to address concerns professionally.