Rashi Peripherals Ltd

Rashi Peripherals Limited: Trading Window closed from October 1, 2026 till 48 hours after the declaration of Unaudited Standalone and Consolidated Financial Results for the quarter and half-year ending September 30, 2026

AGM details

• Date/time/mode: 9 Sep 2026, 12:30 PM IST; VC/OAVM; deemed venue: Registered Office.
• Record date: 2 Sep 2026.

Key resolutions

• Adoption of standalone financial statements (ordinary).
• Declaration of final dividend (ordinary).
• Re-appointment of director retiring by rotation (ordinary).
• Re-appointment of statutory auditors (ordinary).
• Remuneration of managing director (ordinary).
• Enhancement in borrowing limits (special).
• Authorization to create charges on assets for borrowings (special).

Voting results

• All resolutions passed; no resolution failed.
• MD remuneration showed minor opposition.

Dividend

• Final dividend approved; per-share amount not disclosed.

Directors

• Director re-appointed (retiring by rotation).

Auditors

• Statutory auditors re-appointed; tenure continued.

Borrowings & charges

• Enhancement of borrowing limits approved.
• Authorization to create charges on assets for borrowings granted.

AGM details

• AGM held on Sep 9, 2026 at 12:30 IST via VC/OAVM.

Key resolutions

• Ordinary: Adoption of standalone and consolidated financial statements.
• Ordinary: Dividend of Rs. 2 per equity share.
• Ordinary: Re-appointment of Mr. Sureshkumar Pansari (DIN 00215712) by rotation.
• Special: Re-appointment of Deloitte Haskins & Sells LLP as Statutory Auditors.
• Ordinary: Remuneration revision for Managing Director Kapal Suresh Pansari.
• Special: Enhancement in borrowing limits under Section 180(1)(c).
• Special: Board authorization to create charge on assets for borrowings.

Dividend

• Dividend declared: Rs 2 per share.

Director changes

• Director Sureshkumar Pansari re-appointed by rotation.

Auditors

• M/s Deloitte Haskins & Sells LLP re-appointed as Statutory Auditors.

Related party transactions

• No material related party transactions disclosed.

Transaction update

• BTA dated August 31, 2026 between Rashi Peripherals and Rashi Semiconductor Solutions completed.
• Conditions precedent fulfilled; transaction completed according to agreed terms.
• Details disclosed in prior intimation dated August 4, 2026.

Independent Director resignation and governance response

• Independent Director Anil Khandelwal resigned with immediate effect.
• NRC has five members, including four independent directors.
• Board notes governance concerns and will address them through established governance processes.

Acquisition approval and related engagement

• Board approved acquisition on June 23, 2026, based on two external valuation reports.
• Law firm drafting Acquisition Agreement had a senior partner who is on the Board as Independent Director.

Independence, disclosures, and compliance

• Interest disclosures MBP-1 were filed at the first board meeting and on changes.
• Declarations under Section 149(7) and Regulation 25(8) were obtained; services were arm's length.

Governance posture and ongoing disclosures

• Company remains committed to governance, transparency, and regulatory compliance with ongoing dialogue to address concerns.

Material update

• No material business or governance updates disclosed in the provided chunk.

Resignation and governance details

• Resignation of Independent Director Anil Khandelwal with immediate effect.
• NRC comprises 5 members (4 independent directors and 1 Whole-Time Director), chaired by an Independent Director.
• Resolutions on director selection and KMP remuneration were unanimous.
• Professional services for acquisition drafting and due diligence engaged from firms linked to independent directors.
• Arm's-length services; fees within statutory limits; MBP-1 disclosures obtained.
• Acquisition approved by Board on June 23, 2026 based on two external valuations; unanimous.
• Company has recently acquired a majority stake in another company.
• Resignation concerns governance and process; company open to constructive dialogue.
• Board remains committed to governance, transparency, and regulatory compliance.

Resignation of Independent Director

• Anil Khandelwal resigns as Independent Director of Rashi Peripherals Limited, effective 24 August 2026.
• Resignation includes stepping down from NRC, CSR Committees, and as Chair of Stakeholders' Relationship Committee.
• Reason: governance concerns and divergence with board governance practices.
• Joined the Board in 2024 on invitation after the company's listing.
• No other material reasons for resignation stated.