Rashi Peripherals director quits over governance lapses 2026

Resignation disclosed to stock exchanges

Rashi Peripherals said it has accepted the resignation of Anil Khandelwal as an Independent Director, effective August 24, 2026. The company disclosed the development to BSE and NSE on August 25, 2026. The filing was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Khandelwal cited a “fundamental divergence” in governance standards and a lack of transparency in board processes as the primary reasons for stepping down. The company also stated that there were no other material reasons for the resignation beyond what was mentioned in his resignation letter.

What Khandelwal said in his resignation letter

In his letter, Khandelwal set out concerns relating to process integrity and independence. He flagged how board processes were being handled and raised issues about the way certain matters were treated within the company’s committee framework.

Among the points mentioned, he said matters related to selection of directors and compensation of key managerial personnel (KMP) were treated as management prerogatives. He said these were not being handled as subjects for independent deliberation within the Nomination and Remuneration Committee (NRC), which is typically expected to play a central role in such decisions.

Committee roles he stepped down from

Along with resigning as an Independent Director, Khandelwal also stepped down from multiple committee responsibilities at Rashi Peripherals. These included membership in the NRC and the CSR Committee.

He also relinquished his position as Chairman of the Stakeholders' Relationship Committee. The resignations from these committee roles were disclosed as part of the same communication to the stock exchanges.

Concerns on NRC independence and board processes

Khandelwal’s letter described what he saw as a gap between the committee’s intended role and how key decisions were being approached. Specifically, he pointed to the handling of director selection and KMP compensation.

He said these items were treated as management decisions rather than being opened up for independent NRC discussion. The issue, as presented in the letter, goes to the heart of how boards balance management inputs with independent oversight, particularly for leadership appointments and senior pay.

Issues raised on proposed acquisition due diligence

Khandelwal also raised concerns about commercial assignments connected to a proposed acquisition. According to the disclosure, professional due diligence for the proposed acquisition was undertaken by firms associated with two Independent Directors, including the Audit Committee Chairman.

He said these engagements were not disclosed at the relevant board meeting. He further noted that the directors associated with those firms did not recuse themselves. The resignation letter framed this as a governance concern linked to disclosure practices and independence in decision-making.

Company’s position and the exchange filing sign-off

Rashi Peripherals stated that there were no other material reasons for the resignation beyond what Khandelwal set out. The disclosure was signed by Krishna Kumar Choudhary, Chairman and Whole Time Director.

The company’s filing is significant because it places the contents of the resignation letter into the formal disclosure framework, giving investors and the market a documented account of what the outgoing independent director cited as his reasons.

AGM schedule and shareholder agenda

Separately, Rashi Peripherals has scheduled its 37th Annual General Meeting (AGM) for Wednesday, September 9, 2026, at 12:30 p.m. The company said the meeting will be held exclusively through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), in line with Ministry of Corporate Affairs circulars and SEBI Listing Regulations.

The AGM agenda includes shareholder approval for a final dividend and an increase in borrowing limits. The company also disclosed a director re-appointment item: Sureshkumar Pansari (DIN: 00215712), Vice Chairman and Whole-time Director, retires by rotation and offers himself for re-appointment. The company noted he has been associated with Rashi Peripherals since 1989.

Dividend details and record date

The Board of Directors approved a final dividend of ₹2 per equity share (face value ₹5 each) for the financial year ended March 31, 2026, at its meeting held on August 11, 2026. The company described this as a 40% payout on face value.

If shareholders approve the dividend at the AGM, it will be paid to members whose names appear in the Register of Members as on Friday, August 14, 2026.

Borrowing limit proposal

Rashi Peripherals has stated that its 37th AGM will also consider a proposal to increase borrowing limits to ₹5,000 crore. Borrowing-limit approvals are typically sought through shareholder resolutions when companies want flexibility for future debt raising.

This item, placed alongside the dividend resolution and board changes, will be watched by shareholders assessing the company’s capital structure planning and governance posture.

Other resignations previously reported

The provided information also notes that Rashi Peripherals had reported resignations of two key executives earlier. Hinal Shah, Company Secretary and KMP, and Tejas Vyas, Compliance Officer and KMP, were disclosed as leaving effective November 7, 2025.

Shah cited pursuing better career opportunities, while Vyas resigned for personal reasons. These disclosures form part of the broader set of leadership and compliance-related changes referenced in the material.

Market impact and why the disclosure matters

Independent director resignations that explicitly cite governance divergence and board-process transparency tend to draw investor attention because they relate to board independence and disclosure standards. In this case, the disclosure includes specific concerns about NRC functioning and about non-disclosure and non-recusal in relation to professional engagements connected to a proposed acquisition.

The excerpted market data in the material also showed a negative move of ₹35.95 (down 4.13%) at close, indicating the stock was under pressure at least during one observed snapshot. While price movement can be influenced by many factors, resignation letters that detail governance issues are generally treated as material information under exchange disclosure norms.

Key facts at a glance

Conclusion

Rashi Peripherals’ exchange disclosure sets out a detailed resignation letter from independent director Anil Khandelwal, who pointed to governance and board-process issues, including concerns linked to committee independence and due diligence assignments for a proposed acquisition.

The company’s next key milestone is its 37th AGM on September 9, 2026, where shareholders are expected to vote on the final dividend, the proposed increase in borrowing limits to ₹5,000 crore, and other agenda items such as director re-appointment.