R K Swamy Limited announced significant board changes following a meeting held on February 13, 2026, at its corporate office in Mumbai. The board, based on recommendations from the Nomination & Remuneration Committee, approved multiple director re-appointments and acknowledged one retirement due to regulatory compliance.

Board Meeting Details

The board meeting commenced at 2:30 P.M. (IST) and concluded at 04:30 P.M. (IST) at Esplanade House, Fort, Mumbai. The session addressed critical governance matters under Regulation 30 of the SEBI Listing Regulations.

Independent Directors Re-appointments

The board approved the re-appointment of three independent directors for their second terms:

All three appointments are subject to shareholder approval and their offices shall not be liable to retire by rotation.

Whole-time Director Re-appointment

Mrs. Sangeetha Narasimhan (DIN: 07050848) received board approval for re-appointment as Whole-time Director. Her new term spans five consecutive years from September 19, 2026, to September 18, 2031. Unlike the independent directors, her office remains liable to retire by rotation, pending member approval.

Director Retirement Due to Age Compliance

Mr. Sunil Sethy (DIN: 00244104) will retire as Independent Director effective March 26, 2026, due to regulatory age requirements. He will attain 75 years on March 27, 2026, necessitating his departure under Regulation 17(1A) of SEBI Listing Regulations.

In his retirement letter dated February 13, 2026, Mr. Sethy confirmed no material reasons for stepping down other than age-related regulatory requirements. The board acknowledged his invaluable contributions and dedicated service during his tenure.

Director Profiles and Qualifications

The re-appointed directors bring extensive experience across various sectors:

• Mr. T. T. Srinivasaraghavan: Commerce graduate with MBA from Gannon University, Pennsylvania, possessing over 40 years in banking and financial services
• Mrs. Nalini Padmanabhan: Fellow Member of ICAI with DISA and CISA certifications, practicing Chartered Accountant since 1988
• Mr. Rajiv Vastupal Mehta: Bachelor's in Commerce and Law with Marketing Diploma, four decades of diversified business experience
• Mrs. Sangeetha Narasimhan: Bachelor of Science in Chemistry, Master of Management Studies, serving as National Creative Director with over 40 years company association

Regulatory Compliance

All proposed appointments comply with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. The directors are not debarred from holding office by any SEBI or regulatory authority orders. Complete disclosure details will be available on the company's website at www.rkswamy.com .

RK Swamy Limited has submitted its quarterly compliance report to stock exchanges, confirming adherence to IPO proceeds utilization guidelines for the quarter ended December 31, 2025. The filing, made under Regulation 32 of SEBI Listing Regulations, demonstrates the company's commitment to transparent fund management following its successful public offering.

IPO Proceeds Overview

The company raised Rs.4,235.60 million through its Initial Public Offering on March 08, 2024. The issue comprised fresh issuance of Rs.1,730.00 million and an offer for sale of Rs.2,505.60 million. CRISIL Ratings Limited serves as the monitoring agency for the fund utilization process.

Fund Utilization Status

As of December 31, 2025, RK Swamy has utilized Rs.1,047.96 million from the allocated Rs.1,563.25 million across various strategic objectives. The detailed breakdown shows varying levels of completion across different project categories.

Project Implementation Progress

The company has achieved complete utilization in two key areas. Working capital requirements were fully addressed in the March 2024 quarter, while general corporate purposes were completely funded by the September 2024 quarter. These accomplishments demonstrate efficient deployment of funds for immediate operational needs.

Partial progress has been made in technology and infrastructure development initiatives. The IT infrastructure development project, involving the company and its material subsidiaries Hansa Research and Hansa Customer Equity, shows ongoing implementation. Similarly, the establishment of new Customer Experience Centers (CEC) and Computer Assisted Telephone Interviewing (CATI) facilities continues to advance.

Regulatory Compliance and Oversight

The Audit Committee reviewed the fund utilization statement on February 12, 2026, followed by Board approval on February 13, 2026. Both committees confirmed no deviations or variations from the objects mentioned in the March 6, 2024 prospectus. The company maintains transparency by publishing this information on its official website at www.rkswamy.com .

Corporate Governance Framework

Company Secretary and Compliance Officer Aparna Bhat signed the compliance filing, ensuring adherence to regulatory requirements. The systematic monitoring approach, combined with regular committee oversight, reinforces RK Swamy's commitment to responsible fund management and stakeholder transparency in its post-IPO operations.