Rashi Peripherals Plans 26% RSSPL Sale to Japan's Restar

Rashi Peripherals Limited plans to sell a 26% stake in its wholly owned subsidiary Rashi Semiconductor Solutions Pvt Ltd to Restar Corporation, Japan, through a secondary sale disclosed on November 5, 2026. Rashi Peripherals would retain 74% ownership, nominate three of four directors and face a five-year transfer lock-in with Restar.

What is Rashi Peripherals selling to Restar?

Rashi Peripherals is proposing a strategic secondary sale of 26% of Rashi Semiconductor Solutions Pvt Ltd, or RSSPL, to Restar Corporation, Japan. The filing identifies RSSPL as a wholly owned subsidiary before the proposed transaction, so Rashi Peripherals currently holds 100% of the company and would retain the remaining 74% after the stated sale.

The transaction is proposed to be documented through a Share Purchase Agreement and a Shareholders Agreement with Restar. The filing expressly describes the arrangement as a secondary sale by Rashi Peripherals to Restar, rather than an issuance of RSSPL shares to the buyer.

The disclosure does not state the purchase price, RSSPL valuation, number of shares, payment terms, signing date or completion date. It says the agreements are proposed to be entered into, which means the 26% stake sale had not been reported as completed in the November 5, 2026 disclosure.

The ownership outcome is calculated from the disclosed 26% sale from a wholly owned subsidiary. The filing does not identify any other RSSPL shareholder, and it does not disclose a separate issue of shares by RSSPL as part of the proposed transaction.

How would RSSPL's board change after the Restar sale?

RSSPL's proposed board would comprise four directors: Rashi Peripherals would nominate the chairman, managing director and whole-time director, while Restar would nominate the vice chairman. The filing presents this structure as a term based on the proposed shareholding arrangement.

Rashi Peripherals would therefore hold three of the four disclosed board nominations after selling 26%, while Restar would hold one nomination despite becoming a 26% shareholder. The announcement does not name the proposed chairman, managing director, whole-time director or vice chairman.

The filing does not disclose voting thresholds, reserved matters, board committee positions or rights relating to future RSSPL share issues. Although the disclosure template refers to matters such as rights to appoint directors, subscription rights and capital-structure restrictions, the specific terms reported for RSSPL are the four-director composition, transfer restrictions and non-compete provisions.

What restrictions would apply to Rashi Peripherals and Restar?

The proposed agreements would include transfer restrictions during a five-year lock-in period and a non-compete applicable to both Rashi Peripherals and Restar. Rashi Peripherals lists these as critical terms alongside the proposed RSSPL board composition.

The filing does not specify when the five-year period would begin, which transfers may be permitted, or what exit mechanism would apply after the lock-in expires. It also does not define the businesses, products, territories, customers or duration covered by the mutual non-compete beyond stating that it applies to both parties.

Rashi Peripherals states that Restar is not related to its promoter, promoter group or group companies. It also marks the proposed transaction as not applicable for related-party transaction reporting, and says there is no applicable shareholding disclosure for Restar in the entity with which the agreement is proposed.

The announcement does not describe supply agreements, distribution commitments, revenue arrangements or operational responsibilities involving RSSPL and Restar. Its disclosed purpose is limited to a strategic sale of a 26% RSSPL holding by Rashi Peripherals.

How does the RSSPL sale relate to Rashi Peripherals' capital plan?

The RSSPL secondary sale is separate from Rashi Peripherals' proposal to issue equity shares for an aggregate amount not exceeding Rs 900 crore in one or more tranches. The RSSPL transaction appears in Annexure V, while the potential equity issue is set out separately in Annexure VI.

For the Rs 900 crore proposal, Rashi Peripherals says it may use a Qualified Institutions Placement, or QIP, a preferential issue or other legally permissible modes. The eventual route is to be decided by the board or a duly constituted committee, subject to shareholder approval.

Rashi Peripherals does not state that proceeds from the proposed 26% RSSPL sale would be used for the potential Rs 900 crore equity issue, or that equity-issue proceeds would be invested in RSSPL. Since no RSSPL transaction value has been disclosed, the cash effect of the secondary sale cannot be determined from the filing.

The company says the postal-ballot notice for the proposed securities issuance will be submitted to stock exchanges in due course. In contrast, the RSSPL disclosure does not state whether shareholder approval is required, nor does it provide a timetable for signing the Share Purchase Agreement and Shareholders Agreement.

What remains undisclosed on the RSSPL transaction?

The principal missing economic detail is the value of Restar's proposed 26% RSSPL purchase. Rashi Peripherals has not disclosed the sale consideration, valuation, share count or payment terms, so the announcement does not quantify the value that Rashi Peripherals may receive.

The proposed agreements' execution date and transaction completion date are also undisclosed. The filing notes that additional stock-exchange disclosures would apply in case of termination or amendment, including information on the agreement parties, nature, execution date and the impact of amendments or termination, but those fields are marked not applicable at this stage.

The disclosed governance terms establish that Rashi Peripherals would retain 74% ownership and three nominations on a four-director board. However, the filing does not set out shareholder voting rights or decision rules beyond those listed nominations, leaving the detailed governance framework undisclosed.

Conclusion

Rashi Peripherals has announced a proposed change in RSSPL's ownership rather than a new RSSPL share issue. Restar is proposed to acquire 26% through a secondary purchase from Rashi Peripherals, while Rashi Peripherals would retain 74%, three board nominations, and a governance structure that gives Restar the vice chairman nomination.

The next disclosures to watch are the signing and completion of the proposed agreements, the price and valuation for the 26% RSSPL stake, and fuller shareholder-rights terms. Separately, Rashi Peripherals has said it will submit a postal-ballot notice in due course for its proposed equity issuance of up to Rs 900 crore.