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.

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.